Registration Document Banco Popolare

REGISTRATION DOCUMENT

BANCO POPOLARE

Società Cooperativa

3 February 2009

This text represents a Registration Document (the “Registration Document”) for the purposes of Directive 2003/71/EC (the “Prospectus Directive” and has been drawn up in conformity with Article 14 of Regulation 2004/809/EC) (the “809 Regulation”). This Registration Document contains information on Banco Popolare Società Cooperativa (the “Issuer” or “Banco Popolare”) in its capacity from time to time as the issuer of one or more series of securities with a minimum denomination of Euro 50,000 - or its equivalent in another currency - (the ”Securities”). This Registration Document must be read together with any other information incorporated by reference herein, with the informative note on the Securities containing the information relating to the Securities (the “Securities Note”) drawn up pursuant to the provisions of the Prospectus Directive. Taken as a whole, the Registration Document and the related Securities Note will constitute the “Prospectus” (the “Prospectus”) for a series of securities for the purposes of the Prospectus Directive.

This Registration Document was filed with the Luxembourg Commission de Surveillance du Secteur Financier (“CSSF”) (the competent authority for Luxembourg pursuant to the Prospectus Directive) on 3 February 2009 and was approved by the latter on 3 February 2009 pursuant to Directive 2003/71/EC. It provides information on Banco Popolare in its capacity as issuer of debt securities and derivative securities for the 12 months following that date.

Compliance with the obligation to publish this Registration Document does not imply any judgment on the part of the CSSF in relation to the quality of the data and information relating to it.

Any investment in Securities involves risk. The Investor is invited to read the Chapter “Risk Factors”.

This Registration Document and any information incorporated by reference herein are available for inspection by the public at the Issuer’s Registered Office and General Management offices situated at Piazza Nogara 2, Verona. They can also be found on the Issuer’s Internet site at www.bancopopolare.it and on the Internet site of the Luxembourg Stock Exchange at www.bourse.lu

INDEX

1. PERSONS WITH MANAGEMENT RESPONSIBILITY ...... 4

1.1 INDICATION OF PERSONS WITH RESPONSIBILITY...... 4 1.2 DECLARATION OF RESPONSIBILITY ...... 4 2. LEGAL AUDITORS OF ACCOUNTS...... 5

2.1 AUDITORS OF THE BANCO POPOLARE GROUP’S PRO-FORMA DOCUMENTATION .... 5 2.2 AUDITORS OF THE BANCO POPOLARE ...... 5 3. RISK FACTORS...... 7

3.1 RISK CONNECTED TO SHAREHOLDING IN ITALEASE...... 7 3.2 RISKS CONNECTED TO PAYMENTS TO “SUBPRIME” CUSTOMERS...... 7 3.3 RISKS CONNECTED TO POSITIONS IN “OVER THE COUNTER, PLAIN VANILLA” DERIVATIVES...... 7 3.4 RISK CONNECTED TO THE RATING ASSIGNED TO THE ISSUER...... 8 3.5 RISK FACTORS CONNECTED TO LITIGATION...... 8 4. SELECTED FINANCIAL AND ECONOMIC DATA REFERRING TO THE ISSUER ...... 12

5. INFORMATION RELATING TO THE ISSUER ...... 14

5.1 HISTORY AND DEVELOPMENT OF THE ISSUER...... 14 5.2 LEGAL AND COMMERCIAL NAME...... 14 5.3 PLACE OF REGISTRATION AND RELATED NUMBER ...... 15 5.4 DATE OF INCORPORATION AND COMPANY DURATION ...... 15 5.5 OTHER INFORMATION...... 15 5.6 RECENT EVENTS OF RELEVANCE FOR THE ASSESSMENT OF THE SOLVENCY OF THE ISSUER...... 15 6. PANORAMIC VIEW OF ACTIVITIES ...... 16

6.1 MAIN ACTIVITIES...... 16 6.2 MAIN MARKETS...... 17 7. ORGANISATIONAL STRUCTURE...... 19

7.1 THE BANCO POPOLARE GROUP ...... 19 8. INFORMATION ON FORECAST TRENDS...... 21

8.1 CHANGES IN PROSPECTS OF THE ISSUER ...... 21 8.2 INFORMATION ON TRENDS, UNCERTAINTIES, DEMANDS, COMMITMENTS OR KNOWN FACTS ...... 21 9. FORECAST OR ESTIMATE OF PROFITS ...... 31

10. ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND TOP MANAGEMENT...... 32

10.1 BOARD OF MANAGEMENT, GENERAL MANAGERS AND THE SUPERVISORY BOARD ...... 32

10.2 CONFLICT OF INTEREST ...... 36 10.3 OPERATIONS WITH CORRELATED PARTIES...... 36 11. MAIN SHAREHOLDERS ...... 37

11.1 PARTIES HOLDING CONTROLLING SHAREHOLDINGS IN THE ISSUER...... 37 11.2 SHAREHOLDER AGREEMENTS ...... 37 12. FINANCIAL INFORMATION ...... 38

12.1 FINANCIAL INFORMATION RELATING TO PREVIOUS ACCOUNTING PERIODS...... 38 12.2 FINANCIAL STATEMENTS ...... 39 12.3 AUDITING OF THE FINANCIAL INFORMATION ...... 39 12.4 DATE OF THE MOST RECENT FINANCIAL INFORMATION...... 39 12.5 HALF-YEARLY FINANCIAL INFORMATION ...... 39 12.6 CONSOLIDATED QUARTERLY RESULTS FOR THE FIRST NINE MONTHS OF 2008 . 40 12.7 COURT AND ARBITRATION PROCEEDINGS ...... 40 12.8 SIGNIFICANT CHANGES IN THE ISSUER’S FINANCIAL SITUATION ...... 40 13. IMPORTANT CONTRACTS...... 41

14. INFORMATION FROM THIRD PARTIES, EXPERT OPINIONS AND DECLARATIONS OF INTEREST...... 42

14.1 THE ISSUER’S RATING...... 42 15. INFORMATION INCORPORATED BY REFERENCE...... 44

16. DOCUMENTS AVAILABLE TO THE PUBLIC ...... 46

1. PERSONS WITH MANAGEMENT RESPONSIBILITY

1.1 Indication of Persons with Responsibility Banco Popolare Società Cooperativa with its Registered Office in Piazza Nogara 2, Verona, hereby accepts responsibility for the information contained in this Registration Document.

1.2 Declaration of Responsibility Banco Popolare hereby declares that it has exercised all reasonable diligence required of it in the drawing up of this Registration Document and that the information contained in it, so far as coming within its knowledge, conforms with the relevant facts and does not have omissions of such a nature as to alter its meaning.

2. LEGAL AUDITORS OF ACCOUNTS

As described elsewhere in this Registration Document, the Issuer has been formed from a merger between the “Banco Popolare di Verona e Novara S.c.a.r.l.” ("BPVN") and the “Banca Popolare Italiana - Banca Popolare di Lodi Soc. Coop.” ("BPI") and it is the group holding company of the Banco Popolare Group (the “Group”) A more detailed description of this process will be found in Section 4.1. ”History and Development of the Issuer”.

2.1 Auditors of the Banco Popolare Group’s Pro-forma Documentation

Reconta Ernst & Young S.p.A. (“E&Y”), with its Registered Office in Via G.D. Romagnosi n. 18/A, Rome, registered on the Auditors’ Register maintained by Consob pursuant to Resolution 10831 of 16 July 1997, and member of ASSIREVI – (Associazione Nazionale Revisori Contabili), was appointed to audit the period financial statements of BPVN and examined the various statements making up the Banco Popolare Group’s pro-forma consolidated balance sheet and income statement for the year 2006 (the “Pro-Forma Consolidated Statements”) according to the recommended criteria set out in Consob’s Recommendation DEM/1061609 of 9 August 2001 for checks on pro-forma data. Such Pro-Forma Consolidated Statements were taken from historical data contained in (i) BPVN’s consolidated financial statements as at 31 December 2006, audited by E&Y and (ii) BPI’s consolidated financial statements as at 31 December 2006 audited by Deloitte & Touche S.p.A. with its Registered Office in via Tortona 25, Milan, registered on the Auditors’ Register maintained by Consob pursuant to Resolution 14182 of 29 July 2003, both drawn up in compliance with the IFRS (International financial Reporting Standards) adopted by the European Union. The Pro-Forma Consolidated Statements were drawn up to reflect the retroactive effects of the merger plan involving the BPVN and the BPI, as approved by their respective extraordinary general meetings held on 10 March 2007. The reason for the drawing up of the Pro-Forma Consolidated Statements was that of representing the effects of the above operation on consolidated economic trends and the consolidated balance sheets of BPVN and BPI in accordance with valuation criteria consistent with historical data and in compliance with the reference legal framework as if the merger had occurred virtually on 31 December 2006 and, so far as referring to solely economic effects, at the beginning of the 2006 accounting period.

On 10 May 2007, E&Y issued its own report confirming that the valuation criteria and the accounting standards used were correct, that the basic hypotheses were reasonable and that the methods used to draw them up were also correct.

2.2 Auditors of the Banco Popolare

The extraordinary general meetings of the shareholders of BPVN and BPI, held on 10 March 2007, approved the merger plan and decided to allocate the functions of control and auditing of the accounts of Banco Popolare, then in the process of formation, pursuant to Articles 155 et seq. of Legislative Decree 58/1998, to the auditing company E&Y.

As a consequence, in the merger deed between BPVN and BPI, executed on 27 June 2007, with force and effect from 1 July 2007, responsibility for the auditing and control of the accounts of Banco Popolare pursuant to Articles 155 et seq. of Legislative Decree no. 58 of 24 February 1998 was entrusted to E&Y for the accounting periods 2007 to 2015 as part of the formation of the Banco Popolare in conformity with the merger plan and the general meeting resolutions referred to above.

On 15 April 2008 the company E&Y issued a positive assessment, without reservations, pursuant to Article 156 of the Legislative Decree no. 58 of 24 February 1998, on the period company and consolidated financial statements as at 31 December 2007, then approved by the Banco Popolare general meeting on 3 May 2008. Subsequent to the above approval, the period company and consolidated financial statements as at 31 December 2007 were made available for public inspection in the forms indicated in Chapter 16 of this Registration Document.

On 29 August 2008, E&Y issued its positive assessment, without reservations, in relation to the abbreviated form of half-yearly consolidated financial statements referring to the first six months of 2008, made available for public inspection in the forms indicated in Chapter 16 of this Registration Document.

3. RISK FACTORS

This chapter only relates to risk factors connected to the Issuer. We would invite investors to read the Securities Note as a means of understanding the risks from time to time connected to the investment.

The Issuer does not consider there is any significant risk in relation to its solvency.

The Issuer’s financial position is such that it is able to guarantee compliance with the obligations deriving from the issue of the Securities to investors.

At the date of this Registration Document, the Issuer (formed on 27 June 2007, with force and effect from 1 July 2007) is not involved in any judicial proceedings and has no potential liabilities which might prejudice the performance of its obligations to investors deriving from the issue of the Securities.

***

3.1 Risk Connected to Shareholding in Italease

As indicated in the consolidated financial statements as at 31 December 2007, the heading “profits (losses) of Shareholdings” valued in share equity includes the Group’s share (Euro 160.6 million) of the losses recorded by the Italease Group.

The write down of the accounts value of the Banca Italease shareholding amounted to Euro 160.4 million. Following the above devaluation the write-down was entered in the financial statements at a figure corresponding to an average unitary value of Euro 7.66 per share.

We would also draw your attention to the fact that Banco Popolare has subscribed to 23,618,188 new issue shares as part of Banca Italease’s increase in share capital, resolved on 21 September and 16 October 2007, with a value corresponding to Euro 214,125,511. This was out of an overall increase in share capital of Euro 699.6 million.

At the date of writing of the Registration Document, the Banco Popolare Group owns a shareholding of 30.72% of Banca Italease S.p.A.’s share capital.

3.2 Risks Connected to Payments to “Subprime” Customers

With reference to the international crisis involving the “subprime” mortgage sector following the turbulence on financial markets, it should be noted that the Banco Popolare Group is not involved in this phenomenon.

3.3 Risks Connected to Positions in “Over the Counter, Plain Vanilla” Derivatives

As indicated in Section 6.1 of this Registration Document, the Banco Popolare trading portfolio includes positions in Over the Counter Plain Vanilla derivatives (for more detailed information on this point reference should be had to the notes to the financial

statements of 31 December 2007). The Issuer does not consider that this fact is likely to pose a significant risk to its solvency.

3.4 Risk Connected to the Rating Assigned to the Issuer

“Rating” represents an assessment of the Issuer’s ability to meet its financial commitments. Negative changes (actual or expected) in the rating level assigned to the Issuer represent an indication of reduced capacity to meet financial commitments with respect to the past. Please refer to Chapter 14 of this Registration Document for information regarding the rating levels assigned to the Issuer.

3.5 Risk Factors Connected to Litigation

A) The Group previously in the form of the Banco Popolare di Verona and Novara

Banco Popolare di Verona e Novara is a party to a number of revocation proceedings initiated in the context of insolvency proceedings. The main revocation actions initiated against BPVN are the following:

Clawback action instructed by Italgest S.p.A. (“Italgest”) bankruptcy trustees against former Banca Popolare di Novara S.c. a r.l.

Italgest’s receiver filed a clawback action against Banca Popolare di Novara S.c. a r.l. in relation to payments made by Italgest from Italgest’s bank account with Banca Popolare di Novara S.c. a r.l. Following the merger between Banca Popolare di Verona – Banco S.Geminiano e S.Prospero S.c. a.r.l. and Banca Popolare di Novara S.c. a r.l. in 2002, the action was transferred to BPVN.

In 2004 the Court of Naples ordered BPVN to pay the receiver of Italgest Euro 129.2 million plus interest and legal costs. BPVN has filed an appeal against this order which is still pending. The total amount payable in respect of this claim included the Italgest bankruptcy proceedings and may be reduced depending on the amount of the insolvency estate. BPVN was involved in these proceedings and has appealed against certain claims being included in the ambit of the Italgest insolvency.

Banco Popolare decided not to set aside any provision against the requested claims. On 22 May 2007, a third party filed a bankruptcy agreement proposal for the Italgest bankruptcy which may have met the approval of most creditors (but the Court order has not been issued yet).

Clawback action instituted against the banking industry by the Bankruptcy Commissioner of Parmalat S.p.A.

Following Parmalat S.p.A.’s (“Parmalat”) declaration of insolvency in December 2003, the public prosecutors in Parma and Milan commenced investigations into various banks’ involvement with Parmalat.

BPVN’s involvement with Parmalat was investigated and the clawback period for the insolvency was extended to 18 December 2002. Parmalat, in extraordinary administration, brought an action against the BPVN Group claiming repayment of the sum of approximately Euro 185 million.

BPVN and other comparable banks are of the opinion that the Parmalat related claims are not well founded. In this specific case no winding-up activities were started following insolvency, and the action itself is proposed by the insolvent debtor. The extension of the clawback period is also disputed by BPVN.

The BPVN Group has submitted a defence stating that it has acted in full accordance with the appropriate legislation and believes the claim has no merit. At present the proceedings are still in an investigation phase. Banco Popolare made provisions in its 2007 financial statements which it deemed appropriate for the potential liability in connection with this claim.

B) The Group previously in the form of Banca Popolare Italiana

BPI and group companies are involved in many court actions connected to the group’s ordinary business activities. The main positions of risk have been detailed as follows:

Giovanni Cerea vs. Banca Popolare Italiana

In 2001, Giovanni Cerea issued proceedings against BPI in the Court of Milan, seeking to recover fees in the sum of Euro 38.5 million for an alleged appointment in relation to the acquisition by BPI of a controlling shareholding in Banca Popolare di Crema. Mr. Cerea also sought damages for alleged non-performance by BPI of its obligations under the appointment. Subsequently, two further claimants, Ernesto Preatoni and Sarin S.r.l., joined the proceedings, making claims against both BPI and Mr. Cerea. BPI has contested each of these claims, regarding them as unfounded and vexatious. In 2004, the court of first instance found in favour of BPI, dismissing all claims against BPI and, in 2005, following the filing of an appeal against this judgment, BPI reached a settlement with Mr. Preatoni and Sarin S.r.l.

As to the suit still pending between BPI and Cerea with the Appeal Court, on 27 March 2007 the hearing to illustrate conclusions took place. On that occasion, Mr. Cerea’s representative produced statements, deeds and documents, acquired during the criminal proceeding n. 19195/05 pending in the Milan Court (legal proceeding covering the so called “hostile takeover of Antonveneta”), and dealing with circumstances regarding the acquisition of Banca Popolare di Crema by the then Banca Popolare di Lodi.

The proceedings were repeatedly adjourned, and finally, the final hearing has been adjourned to 29 June 2010. The outcome of the decisions being highly uncertain (which makes it impossible to make predictions or assumptions), BPI, in keeping with international accounting standards, deemed it unnecessary to set aside any provisions for risks and charges.

Parmalat and Cirio positions

The BPI Group is involved in investigations by the Public Prosecutors in Parma and Milan following the financial collapse of the Parmalat group and by the Public Prosecutor of Rome in connection with the bankruptcy of the Cirio Group. In relation to the Parmalat investigations, following the declaration of insolvency of the Parmalat

group in December 2003, BPI filed a memorandum with the relevant Public Prosecutors in March 2004 with the aim of clarifying the reasons why it denies that it and its management were involved in the matters under investigation. Explanations were given in particular concerning:

- a property transaction involving land owned by the company Eurolat situated in the municipalities of Lodi, Tavazzano and Montanaro;

- a loan granted in 2003 to Callisto Tanzi, founder and former Chairman of the Parmalat group, which Mr. Tanzi is alleged to have used to subscribe for shares issued for the purposes of an increase in the share capital of Parmatour, which was also owned by the Tanzi family and which at the beginning of 2004 was also declared insolvent; and

- the acquisition by BPI in October 2003 of a Euro 100 million bond issued by Parmalat Finance at a price of approximately Euro 102.19 million.

The pending proceeding with the Public prosecutor’s office of Parma is at its preliminary hearings. Although a civil action was instituted against the former directors of BPI, it was revoked on account of the previous settlement with the Parmalat group.

Similarly, in relation to the Cirio investigations, BPI filed a memorandum with the Public Prosecutor of Rome, confirming details of loans granted to the Cirio Group by BPI and, once again, denying any involvement on the part of BPI and its management in the events currently under investigation.

As at the date of this Registration Document, it is impossible to make a precise assessment of BPI’s possible risk profiles, in terms of liabilities. It should be noted that in case its officers should be charged, BPI may be considered liable under civil liability and may have to pay damages. However, it should be noted that in February 2008 the Civil Court of Rome totally rejected the claim for compensation filed in the Cirio action against Banco Popolare and BPI, while it charged other defendants.

Residual legal risks connected with the Antonveneta and BNL Affair

We would note that there is a residual risk arising from legal proceedings involving the Banco Popolare di Lodi including under Legislative Decree 231/2001, in relation to the so-called Antonveneta and BNL affair (criminal proceedings no. 844/07 and General Roll no. 3686 (Investigating Magistrate) at the Court of Milan). The Board of Management of the Banco Popolare di Lodi has decided, in relation to such residual risk, to make total provision of Euro 7.5 million transferred to the contingencies and charges reserve.

Gianpaolo Zini vs. Banca Popolare Italiana

The Parmalat group has brought proceedings against a number of persons involved in its management prior to its collapse in December 2003, claiming a total of Euro 11.90 billion. Gianpaolo Zini, the former legal advisor of the Parmalat group and one of the defendants in this action, has brought proceedings against BPI and a number of other

third parties, seeking a declaration that such third parties should also be liable for any damages awarded against the Parmalat group. In January 2005, BPI applied to the court to have Mr. Zini’s claim struck out for lack of any legal basis and/or any grounds giving rise to liability on the part of BPI. A hearing on this application is still pending.

As at the date of this Registration Document, it is not possible to assess the likely outcome of Mr Zini’s claim and BPI had made no provision in its financial statements for any potential liability arising from this matter.

Viatel Litigation involving Banca Bipiele Network S.p.A

Banca Bipielle Network S.p.A. (“Bipielle Network”) is the defendant in a significant number of proceedings brought by investors who acquired securities of the US company Viatel, Inc. (“Viatel”), which was declared insolvent in 2002.

Although Bipielle Network has been sold and no longer forms part of the BPI Group, the risk in respect of this litigation remains with BPI as a result of the contractual agreements reached at the time of such sale.

Investors claimed damages in the sum of approximately Euro 45.2 million following Viatel’s default. In particular, investors claimed that Area Banca S.p.A. (now Bipielle Network) traded Viatel securities in violation of disclosure obligations under Italian financial services legislation and under CONSOB regulations. Many of these proceedings are now at an advanced stage, some have already been concluded and a small number are under appeal.

In addition, following an investigation into Area Banca S.p.A. (now Bipielle Network) in 2005, CONSOB initiated administrative proceedings against the then members of the Board of Directors and Board of Statutory Auditors of that company, as well as certain members of its management and employees, in each case concerning the operations of the company, particularly with regard to the provision of investment services. In January 2006, CONSOB and the Ministry for the Economy and Finance ordered Bipielle Network to pay a fine of Euro 589,000 which had been imposed on the individuals referred to above. Bipielle Network’s appeal in respect of this sanction has been rejected.

Following the above, Bipielle Network paid all the amounts due as sanctions (together with the relevant interest thereon) and at the same time requested that the parties who had committed the acts resulting in the sanctions reimburse to Bipielle Network the amounts paid by it as a result of such sanctions.

It is possible that the objections listed in the CONSOB report – together with the action taken by the Italian Ministry of Economy and Finance – may impact in a negative way on the future developments of the proceedings currently being carried out by the holders of the Viatel securities against Bipielle Network. Note that the controlling stake in Bipielle Network was transferred in September 2007, and therefore this company does not fall within the civil liability and supervisory scope of the Banco Popolare Group.

4. SELECTED FINANCIAL AND ECONOMIC DATA REFERRING TO THE ISSUER

As described in other parts of this Registration Document, Banco Popolare is a new co- operative banking company resulting from the merger between Banco Popolare di Verona e Novara S.c. a r.l. and Banca Popolare Italiana - Banca Popolare di Lodi Soc. Coop. The merger operation had force and effect from 1 July 2007.

On 3 May 2008 the Issuer’s General Meeting approved the period company and consolidated financial statements of drawn up by the Board of Management relating to the accounting period closing on 31 December 2007, already approved by the Supervisory Board on 29 March 2008.

The period company and consolidated financial statements as at 31 December 2007 were then made available for public inspection in the manner described in Chapter 16 of this Registration Document. Furthermore, on 29 August 2008 the Issuer’s Board of Management approved the half-yearly consolidated Report including the abbreviated consolidated financial statements referring to the six- month period closing on 30 June 2008.

The following table contains a summary of the Issuer’s significant Balance Sheet data on a consolidated basis as at 30 June 2008, compared with the data relating to 31 December 2007 and the pro-forma data relating to 31 December 2006

Data as at 30.06.2008 Data as at 31.12.2007 Pro-forma data as at 31.12.2006 Regulatory assets 8,133,911 7,822,792 7,294,820 (expressed in thousands of Euros) Total Capital Ratio 9,41% 8.72% 9.0% Tier One Capital 5.57% 5.16% 5.4% Ratio Gross bad debts out 2.29% 2.32% 2.73% of total investments Net bad debts out of 1.17% 1.04% 1.14% net investments Gross anomalous 5.25% 4.87% 5.04% items out of gross investments (1) Net anomalous 3.68% 3.15% 3.04% items out of net investments

(1)The heading “anomalous items” includes bad debts, non-performing loans, restructured receivables and receivables fallen due.

We have also set out below a selection of financial and economic data relating to the Issuer taken from the consolidated financial statements of 31 December 2007 with figures relating to the pro-forma data for 31 December 2006 provided for comparison. The figures refer to thousands of Euros.

Data as at 31.12.2007 pro-forma data as at 31.12.2006 (*) Interest margin 1,814,589 2,135,950 Intermediary margin 3,337,797 3,920,617 Net results of financial 2,885,608 3,349,783 management Current pre-tax operational profits 1,149,110 1,594,423 Period profits 617,223 932,943 Direct deposits received 93,229,068 82,712,128 Net investments 84,551,034 73,932,855 Share equity 10,672,032 11,733,518 - of which share capital 2,305,733 2,400,306 (*) In order to provide a comparison between the consolidated economic results for the 2007 and 2006 accounting periods, it was necessary to draw up a “pro-forma” Income Statement including the contribution of the Banca Popolare Italiana over the six month periods in 2007 without the inclusion of the economic impacts consequential to the allocation of the merger cost. The pro-forma data drawn up in this way have been set out in Chapter 12 of this Registration Document.

We have also set out below selected financial and economic data relating to the Issuer taken from the Consolidated half-yearly Report as at 30 June 2008 with comparative figures taken from the period from 30 June to 31 December 2007 which have already been published. The data included in the table refer to the outline Balance Sheet and Income Statement and are expressed in thousands of Euros:

1st six-months 2008 1st six-months of 2007 (official data

Interest margin 1,136,764 689,286

Intermediary margin 1,847,514 1,299,436

Net results of financial and 1,620,881 1,232,393 insurance management

Current pre-tax operational profits 630,716 503,952

Period profits 391,330 252,507

Data as at 30.06.2008 Data as at 31.12.2007

Direct deposits received 95,275,522 93,229,068

Net investments 80,086,985 84,551,034

Share equity 10,586,105 10,672,032

- of which share capital 2,305,733 2,305,733

More detailed financial and economic information relating to the Issuer has been set out in chapter 12 of this Registration Document entitled “Financial Information”, in the period company and consolidated financial statements of 31 December 2007 and in the consolidated half-yearly report for 30 June 2008, incorporated by reference and made available to the public under Chapters 15 and 16 of this Registration Document

5. INFORMATION RELATING TO THE ISSUER

5.1 History and Development of the Issuer

Banco Popolare is the fourth largest banking group in Italy and the largest of all the “Popolare” groups within Italy. It is also pleased to be able to present itself to the market as a bank symbolising the co-operative movement. It has been able to achieve steady and attentive growth over almost 150 years and shown itself ready to face the new challenges deriving from the globalisation of the financial world, while at the same time retaining the strong local component characterising the different commercial banks it encompasses (Banca Popolare di Verona - S.Geminiano e S.Prospero S.p.a., Banca Popolare di Lodi S.p.a., Banca Popolare di Novara S.p.a., Credito Bergamasco S.p.a., Cassa di Risparmio di Lucca Pisa Livorno S.p.a., Banca Popolare di Cremona S.p.a., Banca Popolare di Crema S.p.a., Banca Popolare di Mantova S.p.a. and Banca Caripe S.p.a.). The bank has about 2200 branches, it has a share of about 10% of the northern Italian market and a total portfolio of more than 3 million customers. The Group provides a full range of financial services as part of its core business: retail banking, corporate banking and Private & Investment banking/asset Management.

Banco Popolare has been constructed from the merger of two pre-existing banking groups (BPVN and BPI). As a consequence the description which follows, when referring to the main events prior to the merger, will deal with BPVN and BPI respectively as independent entities.

 Listing on the Borsa italiana S.p.A.

By order 5344 of 25 June 2007, Borsa Italiana S.p.A. admitted the Banco Popolare’s Ordinary shares, its “Banco Popolare Prestito Obbligazionario Convertibile Subordinato (“TFD”) 4,75% 2000/2010” bonds and its “Warrant azioni ordinarie Banco Popolare 2005/2010” (warrant ordinary shares) for quotation on the Mercato Telematico Azionario (“MTA” –the Online Share Market). In addition its “Obbligazioni Banco Popolare 2002/2007 Mix 2 Banco Posta” bonds were admitted for trading on the Mercato Telematico delle Obbligazioni e Titoli di Stato (“MOT” – Online Market for Bonds and State Securities). These latter bonds were refunded at par on 7 Nov 2007.

5.2 Legal and Commercial Name

The legal and commercial name of the Issuer is “Banco Popolare Società Cooperativa” (in abbreviated form “Banco Popolare”). Banco Popolare also uses the following names (whether directly or indirectly), including on their own and in abbreviated form: "Banco Popolare di Verona e Novara", "Banca Popolare Italiana - Banca Popolare di Lodi", "Banca Popolare di Verona", "Banca Popolare di Verona - Banco S.Geminiano e S.Prospero", "Banco S.Geminiano e S.Prospero", "Banco San Marco" and "Banca Popolare del Trentino", as traditional and distinctive markings of importance at a local level.

5.3 Place of Registration and Related Number

The bank is registered with the Verona Business Register with registration number and VAT Registration Number 03700430238. It is also registered on the bank Register under no. 5668 and, in its capacity of group holding company of the Banco Popolare Group on the Banking Group Register maintained by the Bank of Italy under number 5034.4. The Banco Popolare is a member of the Inter-Bank Deposit Protection Fund and the National Guarantee Fund.

5.4 Date of Incorporation and Company Duration

The Issuer is the entity resulting from the merger between the Banco Popolare di Verona e Novara S.c.r.l. and Banca Popolare italiana – Banca Popolare di Lodi Soc. Coop. resolved on 10 March 2007 by the respective Extraordinary General Meetings and has been formed under Italian law as a co-operative company by Deed of 27 June 2007, no. 98543, drawn up by Notary Ruggero Pietelli of Verona with force and effect under law pursuant to the second and third paragraphs of Article 2504-bis of the Italian Civil Code, from 1 July 2007. The deed was also valid for tax purposes from the same date.

The Issuer’s term of duration has been fixed by its Articles of Association as expiring on 31 December 2040, with the power to extend the same.

5.5 Other Information

The Issuer has been constituted in the form of a co-operative company and operates under Italian law. The issuer’s Registered Office is in Piazza Nogara 2, Verona, telephone number +39 045 8675111.

The Issuer has two separate administrative offices. These are in Verona at its Registered Office and in Lodi at Via Polenghi Lombardo 13, telephone no. +39 0371 580111

5.6 Recent Events of Relevance for the Assessment of the Solvency of the Issuer

There are no recent events to report which are of significant relevance in the assessment of the Issuer’s solvency.

6. PANORAMIC VIEW OF ACTIVITIES

6.1 Main Activities

Banco Popolare is the group holding company of the Banco Popolare Group and carries out, including through its subsidiaries, activities involving the receipt of savings deposits and the grant of credit in a variety of different forms – asset and wealth management, consumer credit, private and investment banking and merchant banking with both Shareholders and non-Shareholders. Its activities are based on the principles characterising the banco popolare movement with special attention for the areas where its subsidiary banks operate and where its distribution network is located combined with particular concern for small and medium-sized businesses and co- operatives.

In particular The Group carries out financing and loan activities and financial product distribution through commercial banks, all of which are characterised by strong links with their local territories: Banca Popolare di Verona - S. Geminiano e S. Prospero S.p.A.; Banca Popolare di Lodi S.p.A.; Banca Popolare di Novara S.p.A.; Credito Bergamasco S.p.A.; Cassa di Risparmio di Lucca Pisa Livorno S.p.A.; Banca Popolare di Crema S.p.A.; Banca Popolare di Cremona S.p.A.; Banca Caripe S.p.A.; Banca Popolare di Mantova S.p.A.; Banco Popolare Ceská Republika, a.s.; Banco Popolare Croatia d.d.; Banco Popolare Hungary Zrt; Banco Popolare (Luxembourg) S.A.

In the context of asset management through common investment funds, a process of restructuring has been initiated involving the integration of Bipitalia SGR and Bipitalia SGR alternative with Aletti Gestielle SGR and Aletti Alternative respectively.

So far as Common funds are concerned, an important merger plan has now been drawn up aimed at the rationalisation of the current range of products which will have force and effect from the beginning of next year contemporaneously with the company merger already approved by the Bank of Italy.

In the conduct of the activities of Private & Investment Banking reliance is placed on the organisational architecture of Banca Aletti both to serve Group customers and to grow in the non-captive sector, also benefiting from access to the development platform of Banca Valori. So far as individual asset management is concerned, this has now been successfully integrated into Banca Aletti, providing a homogeneous selection of investment options as well as initiating the process of the production of a homogeneous product catalogue.

 The concentration of the investment portfolios in the Group holding company with delegation to Banca Aletti.

Banco Popolare’s investment portfolio, with management delegated to Banca Aletti, was set up following the centralisation process affecting the local banks to be concluded at the end of the current accounting period. This represents the main source of interest rate risk associated with the Group holding company’s “trading portfolio”. It is mostly a “bond” portfolio, characterised by limited exposure to interest

rate risk and also guaranteed through carefully assessed hedges using quoted or over the counter plain vanilla derivatives.

The above-mentioned delegation of management is justified by the centralisation of the risk positions and operational flows concerned with securities and currency trading on the Group’s investment bank Banca Aletti effected over previous accounting periods. The portfolio entrusted to its management indeed, represents almost the entire investment portfolio of the Group holding company.

The Group’s investment portfolio as at 31 December 2007 amounted to Euro 3,472.7 million made up of debt securities of Euro 2,080.7 million, capital securities of Euro 1,113.9 million and “OICR” of Euro 278.1 million.

Merchant & Corporate Banking: on 1 October 2007 the merger of Aletti Merchant into Effibanca was completed, creating an organisation capable of offering corporate customers a range of financial products and services with high added value in the following macro-areas: corporate lending, structured finance and services connected to lending activities (such as project financing, acquisition financing, risk management etc.), corporate finance (consultancy in extraordinary financing operations such as M&A, company re-organisation and debt restructuring), capital markets (limited to commercial origination proposals, advisory services on equity/debt capital market operations and activities on the primary market relating to debt instruments in collaboration with Banca aletti), merchant banking and private equity.

“Bancassicurazione”: strategic agreements have been signed for the setting up of joint ventures in the insurance field with Fondiaria SAI in the “life” sector and with Aviva for the “protection” sector.

Turning then to consumer credit and credit cards, production in these areas has been concentrated on Bipitalia Ducato.

6.2 Main Markets

The Group has branches in all Italian regions. The main reference geographical markets remain the areas where it has its main historical roots and the links of the various banks of the Group with their respective localities making up the majority of the Group’s business in terms of its overall assets.

Overall, as at 31 December 2007, the banks belonging to the Banco Popolare Group operate through a network of 2171 branches in Italy, corresponding to a total Italian market share of 6.5%. Those regions where the Group’s presence is greatest are Lombardy, Veneto, Tuscany, Emilia Romagna and Piedmont, the branches in these regions represent more than 75% of the Group’s total distribution network. The following table shows the distribution of the Group’s branches in Italy as at 31 December 2007 (source: Bank of Italy), with an indication of the value of market share as a proportion of the whole system.

TOTAL TOTAL BP % share REGION BRANCHES ITALY GROUP December 07

ABRUZZI 689 45 6.5% BASILICATA 253 3 1.2% CALABRIA 535 3 0.6% CAMPANIA 1,639 57 3.5% EMILIA-ROMAGNA 3,519 256 7.3% FRIULI-VENEZIA GIULIA 949 16 1.7% LAZIO 2,699 68 2.5% LIGURIA 976 137 14.0% LOMBARDY 6,460 561 8.7% MARCHE 1,194 9 0.8% MOLISE 145 8 5.5% PIEDMONT 2,666 236 8.9% PUGLIA 1,426 6 0.4% SARDINIA 691 1 0.1% SICILY 1,789 143 8.0% TUSCANY 2,459 265 10.8% TRENTINO-ALTO ADIGE 952 23 2.4% UMBRIA 566 9 1.6% VAL D'AOSTA 97 6 6.2% VENETO 3,676 319 8.7% TOTAL BRANCHES IN ITALY 33,380 2,171 6.5%

The Group also has a presence abroad through Banco Popolare Luxemburg S.A, Banco Popolare Hungary Zrt (Hungary), Banco Popolare Ceska Republica AS (Czech Republic), Banco Popolare Croatia D.D. (Croatia), Aletti Suisse SA (Switzerland), Bpl Bank Suisse SA (Switzerland), and AT Leasing Ifn S.A. (Rumania) in addition to the Banco Popolare, London Branch.

7. ORGANISATIONAL STRUCTURE

7.1 The Banco Popolare Group

Following the merger with force and effect from 1 July 2007 between Banco Popolare di Verona e Novara and Banca Popolare Italiana, Banco Popolare Società Cooperativa became the Group holding company of the Banco Popolare Group (the “Group”). The Group is organised in two specialised structures:

• Banco Popolare, the operational Group holding company, responsible for the functions of policy direction, governance and Group control, exercises direction and co- ordination functions. In specific terms:

- it issues the instructions to the components of the banking group necessary to implement the Group strategies in accordance with criteria of uniformity, consistency and adequacy with respect to specific businesses;

- it guarantees group stability, checking effective achievement of goals set and ensuring the adequacy of the Internal Control system within the ambit of the Group and the subsidiary companies;

- It carries out group co-ordination activities including through the centralising of policy direction and control functions as described in the Group’s Business Plan;

- It identifies and communicates to its subsidiary companies the decisions falling within the latters’ competence which need to be communicated in advance to the Group holding company together with all other information the Group holding company considers it should be given in relation to the exercise of its co-ordination duties;

• The product companies, directly controlled by the Group holding company, represent areas at excellence and operational platforms at a group level within the ambit of their respective activities (integrated, concentrated or aggregated with each other) in the form of consumer credit, business finance, asset management, financial products for retail customers, private and corporate and debt recovery.

The diagram set out on the next page illustrates the Group’s structure as at 13 January 2009.

8. INFORMATION ON FORECAST TRENDS

8.1 Changes in Prospects of the Issuer

From the date of the most recent financial data subject to audit (31 December 2007) and the date of writing of this Registration Document there have been no material adverse changes to the Issuer’s prospects.

8.2 Information on Trends, Uncertainties, Demands, Commitments or known facts

From the date of the constitution of the Issuer there have been no relevant changes having a negative bearing on the Issuer’s prospects. Equally, there are no trends, uncertainties, demands, commitments or known facts that could reasonably be considered as having significant negative repercussions on the Issuer’s prospects, at least with respect to the current accounting period. For the sake of completeness we have set out below information relating to known facts, commitments and significant management events.

 The Tax Situation

It should be noted that, subsequently to the closure of the 2007 accounting period, tax assessments have been made against the Banco Popolare and other group companies representing a total potential risk of about Euro 12 million. Provision has been made to the Contingencies and Charges Reserve in the financial statements of Euro 20 million as cover against risks which are considered probable in nature1 (including the tax litigation previously initiated against the old BPI group).

 Banco Popolare acquires an additional 6.66%stake of Cassa di Risparmio di Lucca Pisa Livorno from Fondazione CR Pisa

On 15 January 2008 Banco Popolare has acquired a 6.66% interest (n. 47,051,797 shares) in the share capital of Cassa di Risparmio di Lucca Pisa Livorno from

1 It should be noted that the calculation of the potential risk is based on the degree of probability that the claims of the tax authorities will result in an actual payment by the company, assessed in accordance with principles of prudence and based on the documentary evidence in the Group’s possession. In particular, the indicative figure of Euro 12 million does not take account of the following cases: (i) Euro 14.48 million relating to the registration on the roll by the Local Pisa Office of the Inland Revenue pending the court decision on the appeal against the payment notice for the main Registry tax relating to the modification of the assignment of securities between Cassa di Risparmio di Pisa S.p.A. and Banca Popolare Italiana Soc. Coop. in 2002 into a transfer of a part of the former’s business. It is considered that all aspects of this case point towards a successful conclusion of the appeal proceedings; (ii) Notice of payment of tax and imposition of sanctions no. 136255/2006, served on the company on 21 December 2006, claiming tax in the amount of Euro13,569,690.04. here too, it is considered that there are good grounds for anticipating a successful outcome and the decision of the Milan Provincial Tax Commissioners on the matter is currently awaited; (iii) A claim for Euro 14.26 million served on Bipitalia Alternative SGR S.p.A. The dispute derives from the fact that the company has presented its tax return for the 2004 tax year several times - relying, moreover, on the tax legislation provisions permitting acknowledgement and correction of errors. The Inland Revenue Operations Centre has processed the returns incorrectly, merely repeating its previous position in correspondence; (iv) Euro 21.87 million relating to anomalies identified in Section RH of the 2005 tax return made by Bipitalia Gestioni SGR S.p.A. The anomalies derive from a formal error in the compilation of the tax return.

Fondazione Cassa di Risparmio di Pisa. The shareholding was transferred through the exercise by Fondazione CR Pisa of its put option at a price of euro 2.47 per share, totalling 116.2 million Euro, with a price/book value of 1.38. As a result of the above transaction – in addition to similar deals made with Fondazione CR Livorno and Fondazione CR Lucca - Banco Popolare holds 78.92% of Cassa di Risparmio. This transaction allows Banco Popolare to further strengthen its shareholding in Cassa di Risparmio di Lucca Pisa Livorno, which acts as the springboard for the development of the Group’s activities in the Tuscany region.

 Reorganization of the geographical network of Banco Popolare

On 11 March 2008, the Management and Supervisory Boards of Banco Popolare met separately and approved the reorganization plan of the Group’s geographical network.

The plan was implemented following the unification of the information system across all the 2,152 branches of Banco Popolare, which was completed on 3 March 2008, perfectly on schedule with regard to the integration plan between Banco Popolare di Verona e Novara and Banca Popolare Italiana. This operation aims at eliminating existing overlaps in some geographical areas, at strengthening the local banks’ presence in their franchise, and at fostering productivity realignment and cost synergies. The redesign of the Group’s sales network shall involve mainly Banca Popolare di Verona – S.Geminino e S.Prospero Spa, Banca Popolare di Novara Spa and

Banca Popolare di Lodi Spa. For further information on the above it is possible to read the relevant news release dated 11 March 2008, made available to the public on the Issuer’s web site, in Section “Investor Relations”-“Press Release”.

 Promotion of Real Estate Fund contributing Group operating real estate assets

On 25 March 2008, following the resolution passed by Banco’s Supervisory and Management Boards, the second phase of the Group’s real estate valorization and rationalization plan was rolled out. This second step, which follows the management of the investment property portfolio, involves about 2/3 of the operating real estate assets, aiming at: (i) uncovering the intrinsic value of said property; (ii) retaining the availability of business spaces used by the banks of the Group while gaining a greater management flexibility; (iii) optimizing the economic return on capital and freeing up capital to be invested in the Group’s core business. The rationalization and valorization plan for the operating real estate assets of Banco Popolare Group intends: (i) setting up a private real estate fund, through the contribution of more than 500 property units, with a conservative market value set at about Euro 1 billion; (ii) and then placing fund units to institutional investors, within 31 December 2008. For further information on the above it is possible to read the relevant news release dated 25 March 2008, made available to the public on the Issuer’s web site, in Section “Investor Relations”-“Press Release”.

 Press Release dated 31 March 2008

By the Press Release dated 31 March 2008, having as object also the approval of the results as at 31 December 2007, Banco Popolare posted the following news:

- Sale of 33 Tuscan Bank Branches to Credito Emiliano

Banca Popolare di Verona S.Geminiano e S.Prospero signed an agreement to sell 33 bank branches located in Tuscany to Credito Emiliano. To Banco Popolare this deal represents the final step in the reorganization of the Group’s geographical network approved by the Management and Supervisory Boards on 11 March 2008, and it achieves a further optimization of its presence in six Tuscan provinces (Firenze, Livorno, Lucca, Pisa, Prato, Pistoia), removing overlaps within the Group and completing the geographical and commercial focalization of Banca Popolare di Verona S. Geminiano e S. Prospero back on its own historical franchise, with the handing over of all but the entire commercial coverage of Tuscany to Cassa di Risparmio di Lucca. As at 31 December 2007, the bank branches under sale reported total assets under custody of 2,131 million Euro, of which 413 million direct customer funds, 739 million indirect customer funds and 980 million loans. The employee headcount was 229. The deal value, amounting to 155 millions, shall lead to the recognition by Banco Popolare of a capital gain of over 110 million after tax, and shall have a positive impact of over 15 basis point on the estimated consolidated core tier 1 ratio for year-end 2007 and of 20 basis points on the estimated consolidated tier 1 ratio for year-end 2007. The deal is subject to the prior authorization of the relevant Authorities.

- Sale of 50% of Gestielle Alternative to Union Bancarie Privée (UBP)

Banco Popolare and Union Bancaire Privée (“UBP”), a world leading Alternative Asset Management organization, signed an agreement to set up a 50/50 partnership in the field of Alternative Asset Management in Italy. Based on the agreement, UBP shall acquire 50% of Aletti Gestielle Alternative (“AGA”), a leading Alternative Asset Management company in Italy, with Euro 3.6bln worth of AuM, at present 100% owned by Banco Popolare; under the deal, AGA and UBP, who already acts as investment advisor for the company, shall sign a long term advisory agreement.

The deal is subject to the prior authorization of the relevant Authorities, the partnership shall further strengthen AGA’s competitive positioning and growth prospects on the Italian market, by: (i) developing non-captive business, both at institutional level and among High Net Worth Individuals; (ii) accelerating customer penetration among Banco Popolare’s High Net Worth Individuals.Based on the signed agreements, Banco Popolare shall receive a cash payment by UBP upon the deal closing, in addition to a deferred payment in the coming years. Said amount shall generate a net capital gain of about 80 millions. Upon finalization, the deal would generate a positive impact on the Core Tier I Ratio of Banco Popolare of about 10bps.

 Appointment of new Supervisory Board Members

On 3 May 2008, Banco Popolare shareholders elected the five additional members of the Supervisory Board, who shall hold their office for three years between 2008 and

2010. Moreover, on 17 June 2008, the Management Board and the Supervisory Board of Banco Popolare have taken note of the resignation of Emma Marcegaglia from the Management Board of Banco Popolare, due to commitments that have arisen as a result of her position taken on with Confindustria.

 Banco Popolare and Palladio Finanziaria signed private-equity partnership agreement

On 13 June 2008, Banco Popolare (with its subsidiary Efibanca) and Palladio Finanziaria signed a letter of intent for the development of a private equity partnership. The letter of intent, that provides for a 60-day exclusive, envisages: (i) the acquisition by Gruppo Palladio of part of the investment portfolio held by Efibanca (private-equity holdings, SGR shares and privateequity fund units) and its take-over in a series of commitments associated with said portfolio; (ii) the purchase by Efibanca (already a shareholder of Gruppo Palladio) of an additional share in PFH2, the controlling company (by way of Solux) of Palladio Finanziaria, from PFH1, whereby its shareholding would rise from the current 8.6% to about 9.9%; (iii) the finalization of a privileged strategic business agreement between Gruppo Palladio and Gruppo Banco Popolare covering private-equity and advisory-acquisition finance activities, that among other things may envisage the promotion and the launch of new investment vehicles; (iv) the subscription by BP of a new investment vehicle to be launched by Palladio Finanziaria. The partnership between Efibanca and Palladio Finanziaria dates back to 2000, with Efibanca’s equity investment in Palladio Finanziaria and with the execution of particularly significant joint deals, among which also the Efibanca-Palladio Finanziaria Sgr joint venture.

 Sale of the shareholding in Linea S.p.A.

With effect from 27 June 2008, Banco Popolare and Banco Popolare di Vicenza S.p.A. sold and transferred to Compass, a wholly-owned subsidiary of Mediobanca S.p.A., their respective 47.963 per cent. holdings in the share capital of Linea S.p.A. for a consideration of Euro 388.5 million.

 Investment by Fondazione CaRiLucca in the joint venture between Banco Popolare and Sofinco in the consumer credit business

On 11 July 2008, Fondazione Cassa di Risparmio di Lucca and Banco Popolare have signed an agreement whereby the Foundation shall enter into the share capital of the joint venture resulting from the merger between Banco Popolare and Sofinco in the consumer credit sector following the aggregation between Agos and Ducato. The underlying investment amounts to 215 million Euro for the purchase of a stake of about 8% of the joint venture from Banco Popolare. Upon the completion of this transaction, the share capital of the joint venture shall, therefore, be held in the proportion of 61% by Sofinco, of about 31% by Banco Popolare and of about 8% by the Foundation. The finalization of the entire consumer credit deal (JV Agos/Ducato including the entry of the Foundation), shall generate a positive impact on the consolidated EPS of Banco Popolare Group of about 3% in 2009 and 2010 with respect to the figure included in the business plan (that was based on the control of a

100% stake in Ducato standalone). With respect to capital adequacy, the finalization of the entire consumer credit deal will allow the Group to get one step closer to its targeted level of capitalization. The proforma Tier-1 capital ratio “post operation” (including also the other operations that have been disclosed over the past months) is currently estimated in a range between 7.3% and 7.5%.

 A NewCo is formed to take over Hopa’s shares from Fingruppo

On 23 July 2008, Mittel S.p.A. and Equinox Two S.c.p.a. on the one side, and Banco Popolare and Banca Monte dei Paschi di Siena S.p.A. on the other, have signed an agreement that shall give rise to a NewCo, for the possible take over of the interest held by Fingruppo and Hi-Spring in Hopa (38.7%). Mittel and Equinox shall jointly hold 66.6%, while Banco Popolare and Banca Monte dei Paschi di Siena shall have a 33.3% interest. The deal shall be sustained by a total investment in the NewCo of 30 million Euro, of which 10 million Euro shall be equally shared by Banco Popolare and Banca Monte dei Paschi di Siena, who shall hand over to their business partners Mittel and Equinox the management and valorization of Hopa’s major shareholdings. The deal is conditional to Fingruppo’s return to solvency, favored also by the banks’ waiver of a total of 90 million Euro worth of loans. The agreement will be submitted to the competent Authorities.

 Reorganization of Banco Popolare’s Bancassurance equity investments

On 31 July 2008, Banco Popolare signed an agreement to sell its entire 50% stake held in Finoa Srl to Aviva Italia Holding Spa, as part of its equity investment rationalization process. The selling price, which was preliminarily fixed at about 88 million Euro, shall be defined based on Finoa’s shareholders’ equity at the sale’s date of effectiveness. Finoa is the joint venture through which Banco Popolare and Aviva Italia Holding were holding 81.14% of the share capital of the insurance company Eurovita Spa. The current 2.17% financial shareholding directly held by Gruppo Banco Popolare in Eurovita’s share capital shall not be sold, rather it shall increase up to 5% as a result of the purchase of a 2.83% stake in Eurovita from Finoa, for about 6 million euro. The transaction shall enable Banco Popolare to rationalize the Group’s equity investments, and at the same time to adopt a shareholding base in the Bancassurance sector consistent with the agreements entered into with Aviva and Fonsai for the exclusive distribution of insurance products belonging to the “Protection” (Aviva) and “Life” (Fonsai) lines of business. The impact on the Tier 1 capital ratio is negligible, that on the total capital ratio is positive, estimated at about 10 bps. The transaction, which is subject to the prior approval of the competent Supervisory Authorities, is expected to be closed by the end of the current financial year.

 29 August 2008: Approval of First Half 2008 results

- Net income in the first half goes to 391 millions, from 275 millions in first half 2007: +42.6%

- Total income growing strongly and costs remaining stable in the second quarter: Q2 recurring income (excluding PPA impact) grew by 10.9% over Q1 2008 and by 22.1% over Q2 2007

- Direct funds with customers: +7.2% with respect to end 2007

- Positive turnaround of Banca Popolare di Lodi

 Banco Popolare capital ratios

On 7 October 2008, with reference to market developments, Banco Popolare has communicated that on the basis of estimated data as at 30 September 2008 no significant impact is registered in the Group's capital ratios as compared with what has already been disclosed on the occasion of the figures as at 30 June 2008 and with respect to the target ratio as at year-end 2008 (Tier 1 ratio at 7.5%).

 Banco Popolare: about 85% of top managers buys shares on the market

On 7 October 2008, the large majority of the Group's top managers (about 85%) have given orders for the purchase of Banco Popolare stock for a total of about 260,000 shares.

 Verification of eligibility requirements of Prof. Andrea Sironi Member of the Management Board of Banco Popolare

On 28 October 2008, Banco Popolare informed that the Management Board: (i) has acknowledged the appointment of Prof. Andrea Sironi by the Supervisory Board on 14 October 2008 as Member of the Management Board, in the position of non-executive director; (ii) has verified the professional and integrity requirements of the new Director, and established his eligibility; (iii) has verified, under art. 6 of the Corporate Governance Code, that Prof. Sironi also qualifies as Independent director.

 Press Release of 14 November 2008: consolidated quarterly results as at 30 September 2008

On 14 November 2008, the Issuer announced that its Management Board approved the consolidated quarterly report (in Italian) as at 30 September 2008 and launched an important business and organizational streamlining action to achieve a structural cost cutting and improve customer service.

The press release of 14 November 2008 (the “Press Release”), including the summary of the consolidated quarterly report as at 30 September 2008, is incorporated by reference and made available for public inspection in the manner described in Chapters 15 and 16 of this Registration Document.

 Intervention by the Banco Popolare and Fondiaria-Sai Groups, through Novara Vita S.p.A., on behalf of clients that have subscribed index linked policies with underlying securities in Lehman Brothers

On 28 November 2008 Banco Popolare and Fondiaria-Sai Groups, which jointly own Novara Vita S.p.A., have agreed an exceptional intervention on behalf of clients that have subscribed index linked policies, issued by Novara Vita S.p.A. and with underlying investments in Lehman Brothers securities, called ADESSO INDEX GIUGNO ‘07, ADESSO INDEX AGOSTO ‘07 and CREBERG POLAR INDEX LUGLIO 2007. This intervention has the objective to guarantee all the above-mentioned Clients the return of the nominal capital as per the original contract. The clients will therefore not loss any capital, while continuing to benefit from the same returns contained in the original contracts. The intervention will result in the advance resolution of the original policy and the subscription of a new index linked policy with underlying investment in Italian bank securities. The new contract, with substantially similar returns to the original contract, will also provide for guaranteed capital on maturity by the insurance company. The policyholders will also have the possibility to extend the original maturity by approximatively two years, when the initial nominal capital will be repaid.

 Update of the Banco Popolare’s ratings by Moody’s Investors Service and Standard & Poor’s:

On 20 November 2008, Moody’s Investors Service confirmed Banco Popolare’s senior long-term debt rating at A2 while the short-term debt rating was confirmed at P-1.

At the same time, the outlook of the longterm rating was changed to ‘stable’ from ‘positive’ and the C- bank financial strength rating (BFSR) is unaffected. Moreover, on 26 November 2008, Standard & Poor’s updated its analysis on Banco Popolare’s ratings which remain equal to A (with ‘negative’ outlook) for senior long-term debt and A-1 for the short-term debt, respectively.

On 3 December 2008 Fitch Ratings has changed the Outlook to Negative from Stable and affirmed the Long-term Issuer Default Rating at 'A'. At the same time, the agency has downgraded its Individual rating to 'C' from 'B/C'. Banco Popolare's Short-term Issuer Default Rating and Support rating are affirmed at 'F1' and '2', respectively.

 Banca Italease

The recent negotiations between Banca Italease and DZ Bank, that had been identified as the German partner were interrupted. Also, Banca Italease has confirmed an adequate liquidity position, irrespective of the new financing that was approved by Banco Popolare in order to guarantee access to leasing and factoring services to its own customer base of small and medium-sized companies.

 Pier Francesco Saviotti appointed as Banco Popolare CEO

On 7 December 2008 Banco Popolare announced that, during the extraordinary meeting of the Supervisory and Management Boards, Fabio Innocenzi, as CEO, has tendered his resignation, as he deemed his experience at the helm of Gruppo Banco Popolare to have been accomplished. Fabio Innocenzi shall retain the vice- chairmanship with some banks of the Group. Mr. Pier Francesco Saviotti - former managing director of Banca Commerciale Italiana and general manager of Banca Intesa, who shall resign from his current office as vice- president for Europe of Merrill Lynch - was appointed as the new CEO.

 Completion of placement of the Eracle real estate fund

On 11 December 2008, the Group sucessfully closed the sale of the real estate fund Eracle – Immobili Strumentali to institutional investors. The deal is part of the Group’s real estate valorization and rationalization plan. The fund was set up on 28 November by transferring a portfolio comprising 456 operating property units (primarily bank branches), at a value of 751 million Euro, in line with the real estate market value estimated by the real estate surveyors Patrigest S.p.A. and REAG S.p.A. The fund shares have been sold at a total value of 318 million Euro, allowing the Group to receive cash for an amount of about 751 million Euro. This deal shall allow Banco Popolare to report a total pre-tax capital gain of about 500 million Euro, with a positive impact of 43 basis points on the Core Tier 1 ratio and of more than 50 basis points on the Tier 1 capital ratio. The fund, managed by Generali Immobiliare Italia SGR, has a duration of 25 years and the value is composed of real estate assets used by Gruppo Banco Popolare on the basis of an 18-year framework lease contract, renewable for an additional nine year period, at the discretion of Banco Popolare.

 Exposure of Banco Popolare Group to Madoff

In the press release dated 15 December 2008, with reference to newspaper articles in relation to the “Madoff crack”, Banco Popolare informed that (i) its subsidiary company Aletti Gestielle Alternative has exclusively an indirect exposure to Madoff through feeder funds included in its own funds of hedge funds, (ii) the bankruptcy of the Madoff fund will result in a maximum loss, relative to the proprietary portfolio of Banco Popolare, not higher than 8 million Euro, at current exchange rates and (iii) the maximum loss on funds distributed to institutional and private customers amounts to about 60 million Euro.

 Crédit Agricole and Banco Popolare announced the finalization of the JV in consumer credit between Ducato and Agos

On 22 December 2008, pursuant to the agreements dated 29 April 2008, Crédit Agricole, leading European banking group, and Banco Popolare, announced the finalization of the joint venture in the consumer credit business, through the combination, in Italy, of the respective specialized subsidiary companies: Agos and Ducato.

This operation has obtained the authorization from the European Commission and from the competent bodies in Italy. This joint venture thus gives rise to the first consumer credit operator in Italy, with a market share of approximately 14 per cent (€13 billion of granted loans in 2007) and with an excellent complementary base between Agos, a leader in finalized consumer loans and revolving credit cards, and Ducato, one of the major players in personal loans. The new combined entity can rely on its own network of 256 branch outlets and on an exclusive partnership agreement with the banking networks of Banco Popolare (more than 2,100 branches), Cariparma and Friuladria (700 branches), and more than 25,000 affiliated points of sale. The finalization of this operation gives birth to a company that shall be held 61% by Sofinco (Crédit Agricole’s consumer credit company) and 39% by Banco Popolare, based on the following financial operations finalized on the same date: - the sale of the shares representing the totality of the share capital of Ducato by Banco Popolare to Agos, for a consideration of Euro 1 billion; - an increase in the share capital of Agos for a total of €1 billion. This increase shall be wholly subscribed by Banco Popolare, thereby allowing the latter to hold a stake of 39% in the joint venture. The shareholder agreement provides for Crédit Agricole to exercise the control of the combined entity, with Banco Popolare benefiting from veto rights for certain decisions. It also forsees the possibility for Banco Popolare to ask, in the medium term, for the stock exchange listing of the joint venture. For Banco Popolare, this operation shall result in the generation of a net capital gain of about 120 million and in a first and immediate positive impact on the Group’s consolidated capital adequacy ratios, which are expected to be more than 40 basis points in terms of Core Tier 1 and about 60 basis points in terms of Tier 1. Therefore, for Banco Popolare, the second extraordinary operation, which the Group had planned to finalize before year-end 2008, is closed in accordance with the time schedule. The Board of Directors of Agos has proceeded with the nomination of its members, appointing Maurizio Di Maio (member of the Management Board of Banco Popolare) as Chairman and Mirco Perelli as Chief Executive Officer and General Manager; the latter is also appointed Chairman of Ducato. The General Manager of Ducato, Rodolfo Cavallo, was also appointed Chief Executive Officer.

 Sale of 56.994% stake in Banca Popolare di Mantova finalized

On 22 December 2008 having fulfilled the administrative process, Banca Popolare di Lodi (Gruppo Banco Popolare) has finalized the transfer of its stake in Banca Popolare di Mantova to Banca Popolare di Milano, in compliance with the agreement signed by the Parties on 23 July 2008. The sale of 56.994% of Banca Popolare di Mantova’s share capital (403,515 common shares) was closed at a price of Euro 80.52 per share, for a total value of 32.5 million Euro. The finalization of this deal shall generate the recognition of a net capital gain of about 5 million Euro, with a benefit on the Group’s capital ratios, of 2 basis points in terms of Core Tier 1 ratio and of 3 basis points in terms of Tier 1 ratio. The third corporate action planned by Gruppo Banco Popolare for 2008 was thus duly completed on schedule.

 Banco Popolare and other main shareholders finalised sale of 92% of Centrale dei Bilanci to Bain Capital and Clessidra

On 23 December 2008 the main shareholders of Centrale dei Bilanci (“CeBi”, the Central Balance-Sheet Data Office) - Intesa Sanpaolo (24.7% of the capital), UniCredit (22.8%), MPS (12.6%), Banco Popolare (10.8%), Banca d’Italia (9.0%), BNL - Gruppo BNP Paribas (7.0%) and UBI (5.0%) - have finalised the sale to Bain Capital and Clessidra SGR of approximately 92% of the capital of CeBi, which controls (85%) Cerved Business Information - the leading company in the Italian business information. Bain Capital and Clessidra SGR offered Euro 535 million (100% CeBi Enterprise Value). As far as Banco Popolare is concerned, the finalization of this deal shall generate the recognition of a net capital gain of about 39.7 million Euro, with a benefit of 4 basis points in terms of Core Tier 1 ratio and of 5 basis points in terms of Tier 1 ratio. The transaction is subject to the Italian Competition Authority’s appraisal.

 Sale of a stake in Istituto Centrale Banche Popolare S.p.A. to Veneto Banca

On 9 January 2009, Banco Popolare finalized the sale of a 7.62% stake in Istituto Centrale Banche Popolare S.p.A. to Veneto Banca. For Banco Popolare, the deal shall generate a positive impact on consolidated capital adequacy ratios, with an increase of about 3 basis points for both the Core Tier 1 and the Tier capital ratios. As a result of the above sale, the Groups total shareholding in Istituto Centrale Banche Popolari S.p.A. has decreased to 25.11%.

 Agreement for the disposal of Banco Popolare’s 13.293% stake in Delta Spa to Onda and to Sviluppo Investimenti Estero

On 22 January 2009, the shareholders of Onda and Sviluppo Investimenti Estero (with the expression, respectively, of Delta Group management and of Cassa di Risparmio della Repubblica di San Marino) have reached an agreement with Banco Popolare that shall allow the latter a withdrawal from the shareholder structure. For some time, in fact, in the context of the changes in its strategy and in the underlying market of reference, Banco Popolare had been expressing its interest to define its shareholding position in Delta Group, with which relations under way still continue. The agreement forsees the sale by Banco Popolare of its 13.293% stake in Delta Spa, corresponding to 14,140,026 shares, at a price of 3.1 Euro per share, for a total amount of 43.834 million euro, while safeguarding shareholders’ existing pre-emption rights. For Banco Popolare, this agreement shall generate a post-tax capital gain of about 3.5 million euro at group level and a positive impact on consolidated capital adequacy ratios, of 3 basis points for both the core Tier 1 ratio and the Tier 1 ratio.

9. FORECAST OR ESTIMATE OF PROFITS

In accordance with the procedure permitted under point 8 of annex 11 to Regulation 809/2004/EC, the Issuer has not provided either forecasts or estimates of profits.

10. ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND TOP MANAGEMENT

10.1 Board of Management, General Managers and the Supervisory Board

Pursuant to Article 28 of the Articles of Association, the Issuer has adopted the dual system of administration and control pursuant to Articles 2409-octies et seq. of the Italian Civil Code. We have set out below the names of the members of the Board of Management, the General Managers and the members of the Supervisory Board, any other offices held by the above within the Group and, where applicable, any other main offices held of significance in relation to the Issuer, these all being as at the date of writing of this Registration Document.

Banco Popolare is administered by a Board of Management made up of 12 members appointed by the Supervisory Board. The composition of the Issuer’s Board of Management as at the date of writing of this Registration Document has been set out in the following table. The table provides details of the office held by each member within the Board of Management of Banco Popolare together with the main offices held in other companies.

Name Office held on the Banco Popolare’s Board of Management

Vittorio Coda Chairman

Other main offices held: Vice chairman of Arca S.p.A. – Asset Management Company; Director of RCS Quotidiani S.p.A.

Pier Francesco Saviotti Managing Director with function as vice- chairman

Other main offices held Director of Brembo S.p.A.; Director of F.c. Internazionale Milano S.p.A.; Director of Fuori dal Sacco S.r.l.; Director of Moncler S.p.A.; Director of Nuovo Trasporto Viaggiatori S.p.A.; Director of Stefanel S.p.A.; Director of Tod’s S.p.A.

Franco Baronio Executive Director

Other main offices held: Managing Director of Banca Popolare di Verona - S. Geminiano e S.Prospero S.p.A.; Director and member of the Executive Committee of Credito Bergamasco S.p.A.; director of Bipitalia Ducato S.p.A.; Director of Aletti & C. Banca di Investimento Mobiliare S.p.A.; Director of Popolare Vita S.p.A.; Chairman of Avipop Assicurazioni S.p.A. Director and member of the Executive Committee of Istituto Centrale delle Banche Popolari Italiane.

Alfredo Cariello Executive Director

Other main offices held: Director and member of the Executive Committee of Banca Popolare di Verona - S.Geminiano e S.Prospero S.p.A; Managing Director and member of the Executive Committee of Cassa di Risparmio di Lucca Pisa Livorno S.p.A.; Director of Ducato S.p.A.

Domenico De Angelis Executive Director

Other main offices held: Chairman of the Supervisory Board of Auto Trading Leasing S.A.; Director of Aletti & C. Banca di Investimento Mobiliare S.p.A.; Managing Director of Banca Popolare di Novara S.p.A.; Chairman of the Supervisory Board of Banco Popolare Croatia d.d.; Chairman of the Supervisory Board of Banco Popolare Hungary Zrt; Chairman of the Supervisory Board of Banco Popolare Ceska’ Republika A.S; Director of Novara Vita S.p.A.; Director of the Supplementary Staff Pension Fund of the old Banca Popolare di Novara Group.

Maurizio Di Maio Executive Director

Other main offices held: Managing Director of the Executive Committee of Banca Popolare di Lodi S.p.A.; Director of Milano Assicurazioni S.p.A.

Enrico Fagioli Marzocchi Executive director

Other main offices held: Managing Director and member of the Executive Committee of Efibanca S.p.A.; Director of Efibanca Palladio Finanziaria Sgr S.p.A.; Director of Efigestioni Società di Gestione del Risparmio S.p.A.; Director of Bormioli Rocco & Figlio S.p.A.; Director of Partecipazioni Italiane S.p.A.; Director of Palladio Finanziaria S.p.A.; Director of Venice S.p.A.

Maurizio Faroni Executive director

Other main offices held: Managing Director of Aletti & C. Banca di Investimento Mobiliare S.p.A.; Managing Director of Aletti Fiduciaria S.p.A.; Chairman of Aletti Gestielle Alternative SGR S.p.A.; Director of Aletti Gestielle SGR S.p.A.; Director and member of the Executive Committee of Banca Popolare di Novara S.p.A.; Director of Efibanca S.p.A.; Director and member of the Executive Committee of Credito Bergamasco S.p.A.; Director of Banca Valori S.p.A.; Chairman of Af Mezzanine SGR S.p.A.; Director of Borsa Italiana S.p.A.; Director of Arca SGR S.p.A.

Massimo Minolfi Executive director

Other main offices held: Director of Auto Trading Leasing IFN S.A.; Member of the Supervisory Board of Banco Popolare Ceska Republika A.S.; Director of Bipielle Real Estate S.p.A.; Director and member of the Executive Committee of Efibanca S.p.A.; Member of the Supervisory Board of Banco Popolare Croatia d.d.; Director of Cassa di Risparmio di Lucca Pisa Livorno S.p.A.; Member of the Supervisory Board of Banco Popolare Hungary Zrt; Vice-chairman of Banca Italease S.p.A.; Chairman of Avvenire S.I.M. S.p.A.; Director of the Associazione Bancaria Italiana (Italian Banking Association).

Luigi Corsi Non-Executive Director

Other main offices held: Supplementary Statutory auditor of Linea Group Holding S.r.l.; member of the Board of Management of B. & P. Finanziaria di Investimenti S.p.A.; Chairman of the Board of Statutory Auditors of Lazzari S.p.A.; Chairman of the Board of Statutory Auditors of Lazzari Auto S.p.A.; Chairman of the Board of Statutory Auditors of Fenzi S.p.A.; Chairman of the Board of Statutory Auditors of A.D.M. S.r.l.

Roberto Romanin Jacur Non-executive Director

Other main offices held: Vice-chairman of Fondazione Italiana Accenture; Director of Società Finanziaria Pratovalle S.r.l. Vice-chairman of Istituto Centrale delle Banche Popolari Italiane.

Andrea Sironi Non-executive Director

Other main offices held: Member of the Board of Directors of Saes Getters S.p.A.

All members of the Board of Management are domiciled for the purposes of their respective offices at the Issuer’s Registered Office in Piazza Nogara 2, Verona.

The General Manager, Massimo Minolfi, is in charge for the retail, corporate, credit and international network areas, is domiciled for the purposes of its office at the Issuer’s General Management and Registered Office at Piazza Nogara 2, Verona, and is holding the following positions within Banco Popolare.

Name Position held in Banco Popolare

Massimo Minolfi General Manager of retail, corporate, credit and international network Area

At the date of this Registration Document, pursuant to Article 38 of the Articles of Association, the Issuer’s Supervisory Board is made up of 15 members appointed in the Issuer’s Deed of Formation.

The Issuer’s Supervisory Board currently holding office is made up as follows:

Name Office held in the Banco Popolare Supervisory Board

Carlo Fratta Pasini Chairman

Other main positions held: Chairman of the Associazione Nazionale fra le Banche Popolari; additional member of the Associazione fra le Società Italiane per Azioni; Chairman of the Fondazione Giorgio Zanotto.

Dino Piero Giarda Deputy Vice-Chairman

Other main positions held: Director of Pirelli e C. S.p.A.; Chairman and Director of Cassa del Trentino S.p.A.; Director of Acea S.p.A.; Director of the Istituto Europeo di Oncologia S.r.l.

Maurizio Comoli Vice Chairman

Other main positions held: Director of Fondiaria Sai S.p.A.; Chairman of the Board of Statutory Auditors of Bastogi S.p.A.; Chairman of the Board of Statutory Auditors of Brioschi Sviluppo Immobiliare S.p.A.; Permanent Statutory auditor of Loro Piana & C. S.p.A.; Chairman of the Board of Statutory Auditors of Mirato S.p.A.; Chairman of F.I.P.A.D. BPN.

Marco Boroli Director

Other main positions held: Vice-Chairman of De Agostini S.p.A.: Director of De Agostini Editore S.p.A.; Chairman of De Agostini Diffusione del Libro S.p.A.; Director of De Agostini Communications S.p.A.; Chairman of Editio Service S.A.; Managing Director of Famab S.r.l.; Chairman of Mach 2 Libri S.p.A.; Director of Utet S.p.A.

Giuliano Buffelli Director

Other main positions held: Permanent Statutory Auditor of Colombo Filippetti S.p.A.; Permanent Statutory Auditor of Fonderie Ghise e Acciai Speciali S.p.A.; Director of Italfim S.p.A.; Director of Longhi & C. Officine Riunite S.p.A., Chairman of the Board of Statutory Auditors of the Istituto Centrale delle Banche Popolari Italiane.

Guido Duccio Castellotti Director

Other main positions held: Director of Banca Nuova Terra S.p.A.; Director of the Istituto Sperimentale Italiano Lazzaro Spallanzani.

Pietro Manzonetto Director

Other main positions held: Chairman of the Board of Statutory Auditors of Gruppo Banca Leonardo S.p.A.; Chairman of the Board of Statutory Auditors of RCS MediaGroup S.p.A.; Chairman of the Board of Statutory Auditors of CIR S.p.A.; Chairman of the Board of Statutory Auditors of Otis S.p.A.; Chairman of the Board of Statutory Auditors of Allianz S.p.A.; Chairman of the Board of Statutory Auditors of Allianz Bank Financial Advisor S.p.A.; Permanent Statutory Auditor of Humanitas Mirasole S.p.A.

Maurizio Marino Director

Other main positions held: Director and Member of the Executive Committee of the Aeroporto Valerio Catullo di Verona Villafranca S.p.A.; Director of the Fondazione Cassa di Risparmio di Verona, Vicenza, Belluno e Ancona; Chairman of the Staff Pension Funds of the old Bancario Popolare di Verona – BSGSP Group ; Director of the Fondazione Giorgio Zanotto; Director of the Fondazione Masi.

Mario Minoja Director

Other main positions held: Supplementary Statutory Auditor of Linea Distribuzione S.r.l.; Chairman of the Board of Statutory Auditors of Linea Group Holding S.r.l.; Permanent Statutory Auditor of A.l.e.r. Azienda Lombarda Edilizia Residenziale; Supplementary Statutory Auditor of Astem Gestioni S.r.l.; Chairman of the Board of Statutory Auditors of Astem S.p.A.; Chairman of the Board of Statutory Auditors of Astem Servizi s.r.l.; Permanent Statutory Auditor of Conter S.p.A.; Permanent Statutory Auditor of Lincon Italiana S.p.A..

Claudio Rangoni Machiavelli Director

Other main positions held: Managing Partner of Azienda Agricola Claudio Rangoni Machiavelli & C. s.s.; Chairman of the Association of Winegrowers in the Province of Modena; Chairman of the Fondazione Rangoni Machiavelli; Chairman of Agrifina s.r.l.; Director of the Automobile Club di Modena; Managing Partner of Società Agricola Semplice S.Pellegrino di Claudio Rangoni Machiavelli e C.; Director of Casa dell'agricoltore s.r.l.; Managing Partner of Corallo Società Semplice di Claudio Rangoni Machiavelli & c.; Managing partner of Quattro colonne S.a.s. di Claudio Rangoni Machiavelli e c.;Member of the Executive Council of Confagricoltura.

Gian Luca Rana Director

Other main positions held: Chairman of the Association of Industrialists of the Province of Verona; Managing Director of Pastificio Rana SpA; Director of Si.S.Ag. Srl; Director of Società Athesis S.p.A.; Chairman of the Board of Directors of Verfin SpA; Chairman of the Board of Directors of Perinnovare SpA; Managing Director of Società Italiana Finanziaria Immobiliare SI.FI. SpA.

Costantino Coccoli Director

Other main positions held: Director of Assolodi Servizi Srl; Director of the Industrialists’ Association of Lodigiano.

Fabio Ravanelli Director

Other main positions held: Vice-Chairman and Managing Director of Mirato SpA; Managing Director of Mil Mil 76 SpA; Managing Director of Moltiplica Srl.

Angelo Squintani Director

Other main positions held: Managing Partner of Cascina Nuova SS di Squintani Piero e C.; Managing Partner of Cascina Rovedaro SS di Squintani Piero e C..

Alfonso Sonato Director

Other main positions held: Permanent Statutory Auditor of Aeroporto Valerio Catullo di Verona Villafranca SpA; Permanent Statutory Auditor of Aletti & C. Banca d'Investimento Mobiliare SpA; Supplementary Statutory Auditor of Banca Valori SpA; Chairman of the Board of Statutory Auditors of Arda SpA; Director of Autostrada del Brennero SpA - Brenner Autobahn AG; Permanent Statutory Auditor of Avvenire Società di Gestione del Risparmio SpA; Supplementary Statutory Auditor of Bipielle Finanziaria SpA; Director of Burgo Group SpA.; Director of Cartiere Burgo SpA; Chairman of the Board of Statutory Auditors of Centro Servizi Marmo Soc. Consortile a Responsabilità Limitata; Permanent Statutory Auditor of Cep SpA; Chairman of the Board of Statutory Auditors of Perinnovare SpA; Permanent Statutory Auditor of Polo Finanziario SpA.

All members of the Supervisory Board are domiciled for the purposes of their respective offices at the Issuer’s Registered Office at Piazza Nogara 2, Verona.

10.2 Conflict of Interest

As indicated in Section 10.1, the members of the Board of Management and of the Supervisory Board and the General Managers hold offices in other companies both internal and external to the Group and this situation could give rise to conflicts of interest.

10.3 Operations with Correlated Parties

For information relating to operations with correlated parties please refer to the period company and consolidated financial statements as at 31 December 2007 (information set out at pages 311 et seq., 369 et seq., 595 et seq. of the period company and consolidated financial statements as at 31 December 2007 and at pages 67 et seq. of the consolidated abbreviated half-yearly financial statements).

11. MAIN SHAREHOLDERS

11.1 Parties Holding Controlling Shareholdings in the Issuer

Banco Popolare is in the form of a co-operative company and possesses the characteristics defined as typical of banche popolari in the Consolidated Banking Law (Legislative Decree 385 of 1 September 1993). As a consequence, no party may hold shares in the same in excess of 0.50% of the company share capital. This bar does not apply to collective stock investment bodies which will be bound by the regulations applying to each.

Pursuant to Article 120 of the Consolidated Finance Law (Legislative Decree no. 58 of 24 February 1998), those parties holding shares in quoted companies exceeding 2% of the value of the share capital will be required to inform both the company concerned and Consob.

As at 30 January 2009, those parties holding, whether directly or indirectly, shares in the Issuer’s share capital exceeding 2% are the following:

Shareholders % of share capital

Barclays Global Investors UK Holdings Ltd 2,018

FIL Limited 2,028

Stichting Pensioenfonds ABP 2,002

Source: official site of the National commission of Companies and the Stock Exchange www.consob.it

As at the date of writing of this Registration Document there are no parties holding a controlling shareholding in Banco Popolare.

11.2 Shareholder Agreements

There are no agreements whose implementation might lead to a change in the Issuer’s structure of control.

12. FINANCIAL INFORMATION

12.1 Financial Information Relating to Previous Accounting Periods

On 3 May 2008 the Issuer’s general meeting approved the period financial statements and consolidated financial statements drawn up by the Board of Management in relation to the accounting period closing on 31 December 2007, already approved by the Supervisory Board on 29 March 2008.

The period company financial statements as at 31 December 2007 including the Banco Popolare’s balance sheet and statement of income and cash flow as at 31 December 2007, in comparison to the same item as at 31 December 2006, together with the relevant accounting criteria and the explanatory notes, are incorporated by reference and have been made available for public inspection in the manner indicated in Chapters 15 and 16 of this Registration Document.

*********

The merger operation between the Banco Popolare di Verona e Novara S.c. a r.l. and the Banca Popolare Italiana came into full force and effect on 1 July 2007, giving rise to Banco Popolare Società Cooperativa, the Group holding company of the Banco Popolare Group.

For the purposes of the drafting of the informative note to the consolidated financial statements, the operation has been recorded in compliance with international accounting standards and IFRS3 in particular which, on the basis of a number of parameters relating to size and quality, defines the operation concerned as a purchase of the BPI group by the BPVN group.

As a consequence, the consolidated financial statements of the Banco Popolare Group as at 31 December 2007 have been drawn up on the basis of continuity of values from the consolidated financial statements of the BPVN Group whereas the BPI companies only contribute to the new Group with effect from 1 July 2007.

Also the consolidated financial statements as at 31 December 2007, together with the relevant accounting criteria and the explanatory notes, are incorporated by reference and made available for public inspection in the manner indicated in Chapters 15 and 16 of this Registration Document. In particular they are made up of the following documents:

 Consolidated Balance Sheet as at 31 December 2007 with figures for comparison taken from the BPVN Group Balance Sheet as at 31 December 2006;

 Consolidated Income Statement for the 2007 accounting period with figures for comparison taken from the Consolidated Income Statement of the BPVN group of the preceding accounting period;

 Statement showing changes in consolidated share equity as at 31 December 2007 compared with the same statement of the BPVN group as at 31 December 2006;

 Financial Flow Statement identifying the most significant financial flows occurring over the 2007 accounting period compared with the same statement drawn up for the BPVN group for the preceding accounting period.

12.2 Financial Statements

The Issuer is required to draw up Financial Statements both in individual and consolidated form. This document will be deemed to incorporate the financial information in consolidated form by reference.

12.3 Auditing of the Financial Information

As indicated in Chapter 2 above, Ernst & Young have audited the Pro-Forma Consolidated statements in accordance with the criteria recommended by Consob in Recommendation DEM/1061609 of 9 August 2001 for the checking of pro-forma data. They also audited the period company and consolidated financial statements of the new Banco Popolare as at 31 December 2007 (as drawn up by the Board of Management) and the abbreviated consolidated Half-year Financial Statements of 30 June 2008, expressing a positive assessment of the same without reservations pursuant to Article 156 of the Legislative Decree no. 58 of 24 February 1998.

For more detailed information reference should be made to the auditor’s report on the Pro-Forma Consolidated Statements, the period Company and consolidated financial statements as at 31 December 2007 and the auditors’ review report on the abbreviated consolidated Half-year Financial Statements of 30 June 2008, all included by reference in this Registration Document and made available for public inspection as described in Chapters 15 and 16 below.

12.4 Date of the most recent Financial Information

The most recent financial information available has been updated as at 30 September 2008.

12.5 Half-yearly Financial Information

The Issuer’s Board of Management approved the half-yearly consolidated report on 29 August 2008 including the abbreviated consolidated financial statements referring to the six months closing on 30 June 2008. This has been incorporated by reference and made available for public inspection in the manner described in Chapters 15 and 16 of this Registration Document.

The consolidated half-yearly financial and economic information as at 30 June 2008, providing (i) the comparison between the consolidated balance sheet as at 30 June 2008 and that as at 30 December 2007, (ii) the comparison between the income statement as at 30 June 2008 and that as at 30 June 2007, (iii) the comparison between the reclassified consolidated balance sheet as at 30 June 2008 and that as at 30 December 2007, and (iv) the comparison between the reclassified income statement as at 30 June 2008 and that as at 30 June 2007, are also incorporated by reference and made available for public inspection in the manner described in Chapters 15 and 16 of this Registration Document.

12.6 Consolidated quarterly results for the first nine months of 2008

On 14 November 2008, the Issuer has approved the consolidated quarterly report as at 30 September 2008 (in Italian) and published the Press Release, including the summary of the same report . The Press Release has been incorporated by reference and made available for public inspection in the manner described in Chapters 15 and 16 of this Registration Document.

12.7 Court and Arbitration Proceedings

Over the 12 month period preceding the date of this Registration Document there have been no legal, governmental or arbitration proceedings, whether already existing, brought or threatened, involving Banco Popolare (formed by Deed of Merger on 27 June 2007 with effect from 1 July 2007) which are, or may have been in the recent past, capable of having a significant effect on the financial position or the profitability of the Bank.

The potential risks and possible charges deriving from the proceedings in which the Issuer is a Defendant, whether taken individually or as a whole, are not considered capable of having significant effects on the Issuer’s solvency.

12.8 Significant Changes in the Issuer’s Financial Situation

No changes have occurred in the Group’s financial or economic situation since 30 June2008 which are significant for the purposes of the assessment of the Issuer’s solvency.

13. IMPORTANT CONTRACTS

As at the date of writing of this Registration Document, the Banco Popolare has not entered into any contracts outside the scope of its normal business activities of relevance to the assessment of the Issuer’s capacity to meet its obligations.

14. INFORMATION FROM THIRD PARTIES, EXPERT OPINIONS AND DECLARATIONS OF INTEREST.

No opinion or report by experts has been obtained for the purposes of the drafting of this Registration Document.

14.1 The Issuer’s Rating

We have set out below the most recent rating levels available for the Banco Popolare.

Short Long term Date last updated Rating company Other ratings term (outlook1)

Individual: B/C Fitch 2 F1 A (stable) 3 December 2008 Support : 2

Moody's Investors P-1 A2 (positive) BFSR: C- 20 November 2008 Service 3

Standard & Poor's 4 A-1 A (negative) 26 November 2008

1) The “Outlook” provides a forecast effected by the same rating agency with regard to possible future changes in the rating level assigned. 2) In the measurement criteria adopted by the rating agency Fitch: - in relation to short term payables, level F-1 indicates the highest credit quality representing the capacity to effect payment of financial commitments punctually. The addition of + indicates an exceptionally high credit quality; - in relation to medium to long-term payables, “A” indicates the expectation of a low credit risk. The ability to make payment of financial commitments is considered high even though such capacity might be more sensitive to changes in scenario or economic conditions as compared with that of parties with a higher rating; - The letters B and C (relating to “individual” rating and specific to banks) indicate respectively, a financially solid bank or a sufficiently financially solid bank which might nonetheless present some characteristics of a critical nature. There may be concern over its profit-generating capacity, the integrity of its Financial Statements, its franchise, its management, its operating environment or its prospects. - Level 2, in relation to “support” ratings (indicating an assessment of parties representing potential guarantors of the party concerned), indicates a bank in relation to which there is a high probability that it could be guaranteed by third parties. The potential guarantor itself possesses a high rating and is considered highly likely to provide a guarantee for the bank in question.

3) In the measurement criteria adopted by the rating agency Moody:

- With reference to short term payables, level “P-1” (or “Prime-1”) indicates an Issuer with the highest capacity to repay short term payables. - In relation to medium to long-term payables, “A” indicates a medium to high creditworthiness with a correspondingly low credit risk. Within level “A” however, there are three sub-levels (1 to 3). - In relation to BFSR (Bank Financial Strength Ratings), category “C” indicates a bank with adequate intrinsic financial strength. Such banks demonstrate acceptable financial fundamentals combined with a predictable and stable operating environment or a good financial base combined with a less predictable and stable operating environment.

4) In the measurement criteria adopted by the rating agency Standard & Poor:

- with reference to short-term payables, level A-1 indicates that the degree of security is high in relation to payment punctuality. - In relation to medium to long-term payables, level “A” indicates that the issuer has a high capacity in meeting its financial commitments. Nonetheless, the Issuer is to some extent more exposed to the negative effects of changes in scenario or economic conditions with respect to debtors with a higher rating. In any case, the debtor’s capacity to meet its financial commitments remains high.

15. INFORMATION INCORPORATED BY REFERENCE

In compliance with Article 11 of Directive 2003/71/EC and Article 28 of Regulation 809/2004/EC, the following documents shall be included by reference into this Registration Document:

1. Pro-Forma Consolidated Statements (as at 31 December 2006) together with the auditors’ report thereto; 2. audited consolidated financial statements as at 31 December 2007 together with the auditors’ report thereto; 3. pro-forma consolidated half-year report including the abbreviated consolidated half-year financial statements as at 30 June 2007; 4. consolidated half-year report including the abbreviated consolidated half-year financial statements as at 30 June 2008 together with the auditors’ review report thereto; 5. Press Release published by the Issuer on November 14, 2008 announcing the approval by the Management Board of the Issuer of the consolidated quarterly report as of 30 September 2008 and including the summary of the same report (the “Press Release”); save that any statement contained herein or information which is incorporated by reference herein shall be modified or superseded for the purpose of this Registration Document to the extent that a statement contained in any subsequent information which is incorporated by reference herein modifies or supersedes such earlier statement or information (whether expressly, by implication or otherwise).

The table below sets out the cross reference list relating to the documents incorporated by reference. Any information not listed in the table below but included in the documents incorporated by reference is given for information purposes only:

Pro-Forma Consolidated Statements (as at 31 December 2006) Page Reference Balance Sheet 8 Income Statement 9 Cash flow Statement Not applicable Accounting Principles and Explanatory Notes 10 Auditors’ Report 21

Audited consolidated financial statements for the year ended 31 December 2007 Page Reference Balance Sheet 131 Income Statement 132 Cash flow Statement 135 Accounting Principles and Explanatory Notes 139 Auditors’ Report 127

Pro-forma consolidated half-year report including the abbreviated consolidated half-year financial statements as at 30 June 2007 Page Reference Balance Sheet 16

Income Statement 18 Cash flow Statement Not applicable Accounting Principles and Explanatory Notes 21 Auditors’ Report Not applicable

Consolidated half-year report including the abbreviated consolidated half-year financial statements as at 30 June 2008 Page Reference Balance Sheet 30 Income Statement 31 Cash flow Statement 34 Accounting Principles and Explanatory Notes 35 Auditors’ Review Report …75

Press Relaese dated November 14, 2008 Page Reference Results of the period 1 Statement of the Manager 7 Explanatory notes to the preparation of financial statements 8 Reclassified consolidated balance sheet 10 Reclassified consolidated income statement 11 Reclassified consolidated income statement: recurring quarterly evolution 12

The documents incorporated by reference are available on the website of the Luxembourg Stock Exchange (www.bourse.lu).

16. DOCUMENTS AVAILABLE TO THE PUBLIC

The Issuer undertakes to make available the following documents for public inspection at its Registered Office at Piazza Nogara 2, Verona throughout the validity of this Registration Document:

1. Deed of Formation;

2. Articles of Association;

3. Pro-Forma Consolidated Statements (as at 31 December 2006);

4. Consolidated financial statements as at 31 December 2007;

5. Pro-forma consolidated half-year report including the abbreviated consolidated half-year financial statements as at 30 June 2007;

6. Consolidated half-year report including the abbreviated consolidated half-year financial statements as at 30 June 2008;

7. copy of the Registration Document.

The documents from 2 to 7 above are available in electronic format on the Issuer’s Internet site (www.bancopopolare.it)