Board of Director's Operating Report for Financial Statement At

Board of Director’s Operating Report for Financial Statement at December 31, 2008

126 Financial Statement 2008 - Management Report

Shareholders,

The 2008 financial statements, prepared on the basis of IAS/IFRS international accounting standards, report on your company’s twenty-eighth year in business, closing with a profit of 21.2 million euro (+ 18.7% over 2007), after payment of 7.8 million Euro in taxes.

R.O.E. was 27.40%, significantly higher than in 2007 (24.05%).

On the topic of competitive positioning, note that in 2008 the company ranked fifth in its sector in terms of outstanding credit, with a market share of 6.0%, and fourth in terms of advances and payments made, with a market share of 6.7% (source: Assifact).

The annual profit, though it did reflect the effects of certain non-recurrent events, is definitely noteworthy in terms of management of regular operations. In the year 2008 profit margins reflected replacement of about 3.0 million Euro in gains from purchases of credit not at face value (now a residual activity), which were entered under “Other operating income” in 2007, with profit margins from characteristic operations, marking the completion of the commercial strategy undertaken since 2006 aiming to improve performance on the working capital market for customer companies, the number of which has definitely grown (+ 43% active transferring customers).

The Operating Margin was 49.2 million euro, up 12.4% over 2007. This performance is primarily attributable to Interest Margin dynamics, which have settled at34.0 million euro (+26.4% over 2007), while Net Commissions were worth 15.2 million euro (-10.0 % since 2007).

Financial performance is attributable to the interest rate dynamic and to a market scenario characterised by widespread shrinkage of the availability of funds. The decision to reduce business with the public sector and the decision to leave high risk market sectors which earned high commissions also explain the reduction in revenues from commissions.

Events of significance in regular operations and non-recurrent events included:

a) the positive impact of redemption of extra-accounting deductions from “Quadro EC”, permitted under Law 244/2007 (2008 Budget), with a net fiscal benefit of 2.3 million Euro in terms of lower deferred taxes;

b) resumption of the Risks and Charges Fund for provisions set aside in previous years for the Parmalat revocatory action, recently settled with signature of a settlement agreement, resulting in release of about Euro 2.0 million from this fund and contributing the same amount to annual net profit.

2008 was characterised by strong growth among customers of the UBI Banca banking group, leading to satisfactory results in terms of volumes but not yet in terms of revenues, as a result of the transactions conducted (guarantees without financing), the clientele selected (Retail and Lower Corporate) and pricing policies,

127 Financial Statement 2008 - Management Report

which are initially still aligned with those applied by the bank. This resulted in an Operating Margin on Turnover of 0.37%, far from the expected percentage of 0.76%. Significant initiatives were therefore undertaken in the last quarter of the year: re- pricing of clientele in terms of commissions and a project in collaboration with the parent company aimed at intensifying synergies with banks through a targeted commercial approach, assigning internal bank staff and implementing pricing policies specifically tailored to different segments of the clientele. These actions are expected to produce substantial economic and commercial effects in 2009.

World-wide recession has had a significant impact on commercial action, resulting in progressive withdrawal from companies in high risk sectors (such as consumer electronics, construction and textiles) and shrinkage of volumes and revenues from economic groups with which we have specific agreements. Business with the Electrolux Group decreased by an average of 20%, continuing into the month of January 2009. On the other hand, our commercial policy of setting up business partnerships or agreements with companies of high standing continued with the goal of undertaking initiatives capable of guaranteeing significant ongoing volumes of business. An agreement was signed with the Rosso Group, which established the company Incentive Factor.

In the public sector, we continued our policy of optimisation aimed at reducing the impact of this business area on the company’s revenues through a number of operations which attempted to reduce exposure toward the Region of Lazio in particular. This process will be completed in April 2009 with collection of a large number of credits.

Finally, our international activities continue to grow, based on export and import factoring operations aimed at developing relations with customers of high standing, characterised by good profitability with a very low credit risk, working on both mature and developing markets. In this regard we wish to note the opening of a Polish Branch in Krakow in the last quarter of 2008 and a business partnership with Turkish factoring company Strateji Factoring Hizmetleri A.Ş. which generated a turnover of more than 7 million euro and revenues of about euro 230 thousand in 2008.

Following the opening of the UBI Factor S.p.A. branch in Poland (Krakow), all activities preparatory to development of captive factoring operations for the Electrolux and Marcegaglia Group supplier pool were completed, and about 8 million euro in transactions were conducted with Polish suppliers of the FIAT Group; the branch office received operating regulations and was provided with a sufficient number of employees for internal development activities, working in a close partnership with our Pordenone operating unit, which acts as Deputy Manager.

Cost/Income was 39.95%, as compared to 44.21% in the previous year, a variation of -4.26 percentage points. Administrative costs were decreased for the second year in a row, settling at Euro 20.5 million (-5.1%).

Total turnover from transactions in the year was 5,511.0 million Euro (+12.3% over 2007). Credits to customers totalled 2,133.9 million Euro, up 10.9% over the year 2007 (1,924.1 million Euro).

128 Financial Statement 2008 - Management Report

Net non-performing assets due to outstanding credits total 5.1 million euro (3.1 million euro on 31/12/2007), representing 0.24% of all loans, with a coverage of 65%, and impaired credits total 7.5 million euro (6.4 million euro on 31/12/2007), representing 0.35% of all loans.

It is also worth noting that impaired items mainly represent credits acquired from the public sector, and more specifically from Institutional Commissarial Operations, the residual duration of which upon collection suggested that they be assigned to this credit category but which certainly does not question their full collectability.

Adjustments of the value of analytic entries on credits, worth 3.9 million euro, are considered congruous, on the basis of prudent assessments performed taking into account their total value and market trends.

The year 2008 saw the liquidation of Financiera Veneta. This generated 1.3 million Euro in gains, recorded under the Shareholders’ Equity Reserve, after subtraction of deferred taxation. In 2008 the company also purchased 1% of the share capital of UBI Sistemi e Servizi, effective April 24 2008.

On the content of Banca d’Italia/CONSOB /ISVAP Documento n° 2 dated February 6 2009, Banca d’Italia, Consob and ISVAP Coordination Table for application of IAS/IFRS, on the subject of “Information to be supplied in financial reports on continuity of business, financial risks, audits due to reduction of the value of assets and uncertainties in the use of estimates”, combined with the provisions of section 2428 of the Civil Code, note that the company is, at present, capable of continuing its operative existence in the foreseeable future and the financial statements that follow are compatible with this assumption.

In view of the variety of factors contributing to current and expected future profitability, the plan of payments and collections from contractual counterparts, and the source of financing – primarily the parent company UBI Banca –your company does not at present have any doubt or uncertainty as to the assumption of continuity. In this regard please note that there are no negative indicators, such as, by way of example, those identified in Document 570, “Company Continuity”, recommended by CONSOB resolution n° 16231 on November 21 2007.

With reference to the provisions of art. 6, chap. 2 of Banca d’Italia’s July 31 1992 order, and on the basis of the provisions of section 2428 of the Civil Code, please note the following:

a) Research and development: the company did not conduct Research and Development during the year.

b) Number and face value of own stocks and shares and those of the parent company in portfolio: the company has never directly or indirectly owned its own shares or shares in parent companies.

c) Predictable management trends: a process of analysis of other European markets is underway, particularly the Turkish market, in relation to which the

129 Financial Statement 2008 - Management Report

company, in close collaboration with the international area of the UBI Banca Group, will in the first half of 2009 proceed to investigate the possibility of forming business alliances with local counterparts in order to offer financial services to a shared clientele and other customers for import, export and domestic factoring activities.

d) New organisational structure: consistently with the guidelines set forth in the “2007-2010 Industrial Plan for Integration”, on May 28 2008 the company’s Board of Directors resolved on a new organisational structure, which was gradually applied in the course of the second half of 2008 and which went into effect in full swing in October 2008. This organisational structure recently found its full expression in the establishment of an independent Compliance organisation with the features required by Banca d’Italia. UBI Factor S.p.A.’s new organisational structure separates the Commercial and Credit business lines, according to the model adopted by the parent company and the banks in the UBI banking network, as described in detail below:

• establishment of four markets for supervision and development of different lines of business (banking network, large-scale customers and debtors, public sector, external captive market) and the Polish Branch dedicated to development of new and existing clientele in Poland;

• review of the areas of business which are under the authority of the Pordenone Operating Unit with the aim of reassigning business areas were overseen by the external captive markets and large-scale customers and debtors areas, while maintaining the presence of key people who have established a strong relationship with their clientele;

• commercial allocation of “pure” relationship management tasks, performing preliminary credit tasks (“pre-sale”) and ordinary customer relations management (“post-sale”);

• rationalisation of the credit process by separating credit decision-making and operations from preliminary credit activities in order to develop centres of excellence, speed up decision-making and improve service quality;

• establishment of an organisation for monitoring and overseeing credit quality.

In view of the implementation of the new organisational set-up, the company has updated all its regulations, in harmony with the guidelines supplied by sole shareholder UBI Banca, which exercises powers of direction and coordination over UBI Factor S.p.A.

e) New company name: In the year 2008 the company resolved to change its name to “Unione di Banche Italiane per il Factoring S.p.A.”, or, in abbreviated form, “UBI Factor S.p.A.”, using the Group’s shared logo, during the extraordinary shareholders’ meeting held on September 24 2008. This decision was due to the advisability of identifying UBI Factor S.p.A. more strongly with the group to which it belongs, for commercial purposes, also in view of the rebranding operation that had been performed for all Group banks and in line with the action of other UBI Banca Group Product Companies. In this context and in line with the initiative it

130 Financial Statement 2008 - Management Report

was considered advisable to underline our membership in the UBI Banca Group by using the common brand.

f) Transactions with Group companies and associated companies, and transactions with related parties: pursuant to section 2497 bis, paragraph 4 of the Civil Code, note that, in the context of the direction and coordination activity of UBI Banca S.c.p.A. as parent company, the company has benefitted from synergies resulting from its Group membership and used them to improve management and development of its business.

Relations with the parent company UBI Banca and Group companies, primarily banking credit companies, are conducted under market conditions. These relations are also assessed in terms of the potential for conflict of interest.

The guarantees issued by UBI Banca cover major risks related to important debtors; commissions are paid for these guarantees.

Other services provided by the parent company and Group companies (internal auditing, coordination of accounting and administration, human resources management, risk management and information technology) are paid for on the basis of the overall agreement for supply of technical and administrative services.

There are also a number of commercial partnership agreements in effect with Group companies for acquisition of factoring operations, involving payment of commissions in return.

The company participates in Fiscal Consolidation in the UBI Banca Group.

The nature of the components and amounts is analytically described under individual items in the statement of assets and liabilities and the profit and loss account in Section 4 - “Transactions with related parties” of the supplementary note.

g) Events of significance after the close of the year: no atypical or unusual transactions had been conducted or were in existence as of the end of the year, meaning transactions other than those involved in the company’s regular business and transactions with a significant impact on the company’s economic, equity and financial situation, respectively. As previously stated in this report, we confirm that on February 9 2009, under the settlement agreement reached with Parmalat, Euro 1.0 million was paid for total settlement of the revocatory bankruptcy lawsuit filed in 2005 by Parmalat S.p.A. in receivership (with the intervention of Parmalat S.p.A.) against UBI Factor S.p.A.

h) Derivative financial instruments: there are no derivative financial instruments as of the end of the year, and so no information on fair value need be supplied.

i) Additional information: during the year the company fulfilled its obligation to notify Banca d’Italia on the topics of Surveillance, Risks and Usury; a “Risk assessment document” was prepared in conformity with security legislation (Legislative Decree 626/94); an update of the “Programmatic Security Document” on the subject of privacy was enacted on 26/3/08; the company met the requirements of legislation on the obligations of banking and financial representatives (art. 136

131 Financial Statement 2008 - Management Report

T.U.B.), transactions with related parties and conflict of interest, in view of the recent interpretation of “Related Parties” supplied by international accounting standard IAS 24.

The companies in the Group, in coordination with the parent company, fulfilled the requirements of the law regarding correct keeping of the “Registry of Persons with access to privileged information” kept by UBI Banca pursuant to art. 115 bis of the Finance Act and all provisions of the law applicable to the company.

In relation to the new anti-money laundering legislation (Legislative Decree 231/2007), on October 1 2008 the company appointed an anti-money laundering representative and, in agreement with its parent company, began conducting training courses informing employees about the new legislation.

Finally, the company monitored correct application of the provisions of the Organisational Model under Legislative Decree 231/2001 (regarding the administrative responsibility of corporate entities).

A specific project is currently underway, in the first stage of which the parent company and the UBI Banca Group’s auditing area will integrate and update the document describing the Model for Company Organisation, Management and Control under Legislative Decree 231/01 to the new offences introduced by the legislation, in compliance with the new standards represented by the UBI Banca Model. This action was performed with the assistance of NCTM law offices (which prepared UBI Banca’s Model under Legislative Decree 231/01) on the basis of a schedule that states that the Model will be completed in March 2009.

The Auditing Body under art. 6 of Legislative Decree 231/2001 met regularly as scheduled (every two months) in the above-mentioned organisational model, in the presence of at least one member of the Board of Auditors. On 26/03/08 the new Chairman of the Auditing Body was appointed as an independent Director.

l) Exposure to risk and risk management techniques: the reader is referred to Section 3 – “Information on risks and risk coverage policies” in the supplementary note. There are no significant risks or uncertainties other than those mentioned in Section 3.

m) Personnel: in implementation of Legislative Decree 626/94, and Legislative Decree 81/08 regarding health and safety in the workplace, on April 28 2008 a “Risk Assessment Document” was signed by the company’s General Manager as employer and agent/representative, with the aid of the Head of the Prevention and Protection Service and the Competent Physician. On April 30 2008 a “Report on the Prevention and Protection Service” signed by the Service Manager was issued.

Lastly, on December 15 2008 the same parties signed an update of the above- mentioned Risk Assessment Document.

132 Financial Statement 2008 - Management Report

Allocation of annual profit

We propose that the 2008 profit of Euro 21,166,531 be allocated as follows:

- Euro 3,108,621 to other reserves

- Euro 18,057,910 to shareholders as a dividend, Euro 0.26 (Euro 0.23 in 2007)

for each of the 69,453,500 shares in the company.

We ask you to approve the financial statements and allocate the net profit as proposed hereinabove.

For the Board of Directors

The Chairman

Mr. Angelo Rampinelli Rota

****************

Milan, February 27 2009

133 Financial statement 2008 - Allocation of annual profit

Allocation of annual profit

The plan for allocation of the profit earned in 2008 resolved by the Board of Directors on February 27 2009 was amended by the Ordinary Shareholders’ Meeting on March 27 2009 as shown in the extract from the minutes of the meeting appearing below:

MINUTES OF THE MARCH 27, 2009 ORDINARY SHAREHOLDERS’ MEETING

OMISSIS

1 December 31 2008 financial statements and consequent resolutions

On the first and second point on the agenda, in response to the shareholder’s request, reading of the Report prepared by the Company’s administrative body on the company’s situation and management trends, the annual financial statements, the report of the board of auditors and the independent auditors’ report is omitted as the shareholder is already familiar with their content. These documents are included in the minutes of today’s Shareholders’ Meeting.

Having acknowledged the report of the board of auditors and the independent auditors’ report, the Shareholder expresses appreciation of the results achieved and approves the December 31 2008 financial statements, consisting of the statement of assets and liabilities, the profit and loss account, the table of variations in shareholders’ equity, the financial report, the supplementary note and the management report, in the form presented by the company’s administrative body.

The Shareholder resolves to allocate the annual profit of euro 21,166,531 as follows:

- euro 15,610,251 to other reserves;

- euro 5,556,280 to shareholders as a dividend, amounting to euro 0.08 (euro 0.23 in 2007) for each of the 69,453,500 shares,

and states that dividends will be payable to the sole shareholder starting on April 8 2009.

OMISSIS

134 Board of Auditors’ Report on the Balance Sheet Ending December 31, 2008

135 Financial Statement 2008 - Board of Auditors’ Report

Report pursuant to section 2429 of the civil code

Shareholders,

First of all we wish to confirm that, in view of the fact that UBI Factor S.p.A. (which changed its name from CBI Factor S.p.A. in accordance with the resolution of the September 24 2008 Extraordinary Shareholders’ Meeting) is owned by Unione di Banche Italiane S.c.p.A. (abbreviated as UBI Banca S.c.p.A.), a company listed on the Milan stock exchange, your company is subject to the provisions of section 165 of Legislative Decree no. 58 dated February 24 1998 which gives the independent auditor the exclusive right to conduct the audit of the company’s accounts and annual financial statements required under section 155. In fulfilment of the tasks set forth in section 2429 of the civil code, we wish to point out the following:

1) Financial statements

The company prepared its annual financial statements for the year ending on December 31 2008 on the basis of international accounting standards (IAS/IFRS), applying the schemes set forth by Banca d’Italia, published on 14/02/2006.

The Board of Auditors states that:

a) these financial statements close with a net profit of euro 21,166,531 and shareholders’ equity of euro 98,420,720;

b) it has viewed the March 12 2009 Independent Auditor’s Report prepared in accordance with sections 156 and 165 of Legislative Decree no. 58 dated February 24 1998, which indicate that on the basis of the Auditor’s work, the Financial Statements appear to conform to the regulations governing the criteria for their preparation, and are therefore clearly written and truthfully and accurately represent the Company’s equity and financial situation, economic result, variations in shareholders’ equity and cash flows.

The Independent Auditor’s Report also reveals that the Board of Directors’ Management Report is consistent with the financial statements;

a) it has expressed its consent for entry of multi-year costs under the assets in the statement of assets and liabilities;

d) with reference to section 2429, paragraph two of the civil code, preparation of the annual financial statements did not require adoption of the exception identified in section 2423, paragraph four of the civil code;

e) the annual financial statements and the management report completing it exhaustively describe the company’s situation and the characteristics of management in the past year as well as predictable future management trends.

2) Principles of behaviour and activities performed

a) During the year the Board of Auditors performed the tasks assigned it under the law, taking into account the behavioural principles recommended by Consiglio Nazionale dei Dottori Commercialisti e Ragionieri. The Board therefore:

136 Financial Statement 2008 - Board of Auditors’ Report

• attended Shareholders’ Meetings, Board of Directors’ Meetings, and Auditors’ Meetings in accordance with art. 6 of Legislative Decree 231/2001;

• conducted periodic audits with the aid of organisational structures with internal auditing functions (specifically Internal Auditing – Auditing and Risk Management contact person);

• held periodic meetings with the independent auditor aimed at exchanging information and figures of use in their tasks and in analysis of the results of the work performed by the independent auditor. The independent auditor also informed the Board that it had not discovered any censurable facts;

• ensured compliance with “anti-money laundering”, “anti-terrorism”, “anti-usury”, “privacy”, “suspect transactions”, “administrative responsibility of corporate entities”, “obligations of banks/financial institutions”, “transactions with related parties” and “conflict of interest” legislation;

• verified application of the Banca d’Italia order regarding transparency of the services and economic conditions of individual lines of credit summed up in the “Summary document”, also in relation to unilateral proposals of amendment of contractual conditions, and ensured application of Banca d’Italia orders linked with specific activities.

b) Following the above activities, the Board of Auditors also:

• ensured compliance with the principles of correct administration and compliance with the law and with the deed of establishment;

• assessed the adequacy of the company’s organisational structure in relation to its size, set-up and operations, for those aspects under its competence, also in relation to the company’s new organisational set-up implemented starting in October 2008 in response to the May 28 2008 Board of Directors’ resolution, integrated on January 23 2009 with establishment of the compliance function and the internal auditing system, with a particular focus on control of credit risk, market risk, interest rate risk and operational risk, as well as the information system and accounting system.

c) The Board of Auditors also acknowledged that the Company had implemented adoption of the rules governing “risk concentration”, as contained in Banca d’Italia memorandum n. 1208269 dated 17.11.2006, reducing the maximum risk threshold per individual customer in from 60% to 40% of regulatory capital.

3) Direction and coordination

With reference to section 2497b of the civil code regarding publication of figures on the company exercising powers of direction and coordination over UBI Factor S.p.A., a summary of the essential figures from the most recent financial statements of the company exercising powers of direction and coordination has been provided in a special section of the supplementary note, and the Board of Directors’ management report describes transactions with the company exercising

137 Financial Statement 2008 - Board of Auditors’ Report

powers of direction and coordination and with other companies subject to it and the corresponding economic effects and impact on equity.

4) Conclusions

Shareholders,

in view of the above, we recommend that you approve the annual financial statements, complete with the management report, and the allocation of the annual profit proposed by the Board of Directors, noting that the company has sufficient residual reserves to cover the non-depreciable costs identified in section 2426, paragraph 1, no. 5 of the civil code. The legal reserve of Euro 7,223,164 has reached the ceiling permitted under section 2430 of the civil code.

The Board of Auditors

Milan, March 12 2009

138 Balance Sheet Ending December 31, 2008

139 Balance Sheet Ending December 31, 2008

Assets

(amounts in Euros)

Dec. 31, 2008 Dec. 31, 2007

10. Cash and available funds 19,853 4,439 50. Financial assets held to maturity 10,274,406 9,942,214 60. Loans & Receivables 2,174,771,115 1,928,031,361 90. Investments 958,071 3,252,113 100. Fixed assets 891,451 984,193 110. Intangible assets 340,756 265,772 120. Tax assets 3,427,531 4,432,960 a) current 2,094,996 2,320,624 b) deferred 1,332,534 2,112,336 140. Other assets 12,219,607 12,854,210

Total assets 2,202,902,790 1,959,767,262

Liabilities

(amounts in Euros)

Dec. 31, 2008 Dec. 31, 2007

10. Short-term loans 2,066,013,572 1,830,506,806 70. Tax liabilities 4,294,255 7,627,523 a) current 4,196,799 2,658,074 b) deferred 97,456 4,969,449 90. Other liabilities 28,017,831 21,450,477 100. Provisions for termination benefits 2,511,420 2,634,726 110. Various liabilities and risk provisions 3,644,992 5,577,730 b) other provisions 3.644.992 5,577,730 120. Share capital 36,115,820 36,115,820 150. Issue premiums 2,065,828 2,065,828 160. Reserves 39,072,057 35,928,471 170. Evaluation reserves 484 30,528 180. Net profits (losses) for the year (+/-) 21,166,531 17,829,353

Total liabilities and shareolders’ equity 2,202,902,790 1,959,767,262

140 Balance Sheet Ending December 31, 2008

Income statement

(amounts in Euros)

Dec. 31, 2008 Dec. 31, 2007 Dec. 31, 2008 Dec. 31, 2007

10. Cash and available funds 19,853 4,439 10. Interest revenue and other income 103,614,631 83,562,247 50. Financial assets held to maturity 10,274,406 9,942,214 20. Interest cost and other financial expenses (69,608,738) (56,660,879) 60. Loans & Receivables 2,174,771,115 1,928,031,361 Interest Margin 34,005,892 26,901,368 90. Investments 958,071 3,252,113 30. Commissions revenue 21,186,229 20,399,824 100. Fixed assets 891,451 984,193 40 Commissions cost (5,971,589) (3,490,747) 110. Intangible assets 340,756 265,772 Net commissions 15,214,640 16,909,077 120. Tax assets 3,427,531 4,432,960 50. Dividends and other investments income 23,000 23,000 a) current 2,094,996 2,320,624 60. Net result of trading activity - (31,503) b) deferred 1,332,534 2,112,336 Operating margin 49,243,532 43,801,942 140. Other assets 12,219,607 12,854,210 110. Net impairment for: (3,294,526) 1,088,997 a) receivables (3,294,526) 1,088,997

Total assets 2,202,902,790 1,959,767,262 120. Administrative expenses: (20,513,052) (21,614,244) a) personnel costs (10,728,118) (11,718,495) b) other administrative expenses (9,784,934) (9,895,749) 130 Depreciation to fixed assets (297,776) (339,691) 140. Amortization to intangible assets (92,792) (110,809) 160. Net provisions for liabilities and risks 948,209 (417,623) 170. Other operating costs (135,072) (352,898) 180. Other operating revenues 3,087,424 6,206,428 Profit before taxes 28,945,947 28,262,102 210. Income taxes (7,779,417) (10,432,749) Dec. 31, 2008 Dec. 31, 2007 Net profit (loss) of the year 21,166,531 17,829,353

Total liabilities and shareolders’ equity 2,202,902,790 1,959,767,262

141 Balance Sheet Ending December 31, 2008

Operating Activity

(amounts in thousands euros)

Dec. 31, 2008 Dec. 31, 2007 1. OPERATIONS 19,811 18,306 - Interest revenue and other income 103,615 86,233 - Interest cost and other expenses (69,609) (57,044) - Dividends and other investment income 23 23 - Commissions revenue 21,186 20,400 - Commisions costs (5,972) (3,491) - Personnel costs (10,728) (11,661) - Other costs (9,920) (10,338) - Other revenues 3,087 6,206 - Taxes (11,872) (12,022)

2. CASH FROM REDUCTION OF FINANCIAL ASSETS 860 6,377 - Financial assets held for trading 221 - Financial assets at fair value - Financial assets available for sale - Loans & Receivables - Other assets 860 6,156

3. CASH USED IN INCREASE OF FINANCIAL ASSETS (213,079) (168,529) - Financial assets held for trading - Fair value financial assets - Available-for-sale financial assets - Loans & Receivables (213,079) (163,649) - Other assets (4,880)

4. CASH FROM INCREASE IN FINANCIAL PAYABLES 243,613 163,169 - Short-term loans 235,507 161,371 - Outstanding securities - Financial trade payables - Fair value financial payables - Other liabilities 8,106 1,798

5. CASH USED IN REPAYMENT/BUYBACK OF FINANCIAL PAYABLES (1,108) (1,800) - Short-term loans - Outstanding securities - Financial trade payables - Fair value financial payables - Other liabilities (1,108) (1,800)

A) NET CASH FLOWS GENERATED/(ABSORBED) BY OPERATING ACTIVITIES 50,098 17,523

142 Balance Sheet Ending December 31, 2008

Investment Activity

(amounts in thousands euros)

INVESTMENT ACTIVITY Dec. 31, 2008 Dec. 31, 2007 1. CASH FROM DECREASE IN 2,294 - - Investments 2,294 - Financial assets held to maturity - Fixed Assets - Intangible assets - Other assets

2. CASH USED BY INCREASE IN (705) (2,070) - Investments - Financial assets held to maturity (332) (702) - Fixed Assets (205) (1,081) - Intangible assets (168) (287) - Other assets

B) NET CASH FLOWS FROM GENERATED/(ABSORBED) BY INVESTMENT ACTIVITIES 1,589 (2,070)

Financing Activity

(amounts in thousands euros)

FINANCING ACTIVITY Dec. 31, 2008 Dec. 31, 2007 - Issuance/purchases of treasury stock - Issuance/purchases of equity instruments - Payment of dividends and other allocations (14,716) (13,848)

C) NET LIQUIDITY GENERATED/(ABSORBED) BY FINANCING ACTIVITY (14,716) (13,848)

D) NET LIQUIDITY GENERATED/(ABSORBED) DURING THE FISCAL YEAR 36,971 1,605 (A+B+C)

Reconciliation

(amounts in thousands euros)

Dec. 31, 2008 Dec. 31, 2007 Cash and cash equivalents at the beginning of the year 3,915 2,310 Net liquidity generated/(absorbed) during the year 36,971 1,605 Cash and cash equivalents at the end of the year 40,886 3,915

143

Foreign Partners

145 Foreign Partners

Argentina Galicia Factoring y Leasing S.A. Banco de Galicia y Buenos Aires S.A. Argentina Nación Factoring Banco de la Nacion Argentina Argentina Banco Supervielle S.A. Inversiones y Participaciones Corporation

(100% owned by Mr. Patricio Supervielle) Armenia ArmSwissBank (Closed Joint Stock 100% Mr. Vartan Sirmakes

Company) Australia Scottish Pacific Business Finance Pty. BA Ventures Pty Ltd

Limited Australia Bendigo and Adelaide Bank Limited Public listed company Austria FactorBank Aktiengesellschaft 100% Unicredit Bank Austria AG (Unicredit Group) Austria Intermarket Bank AG 56.24% BRE Bank SA

18.00% Erste Bank der oesterreichischen Sparkassen AG

10.00% Österreichische Kreditversicherung Coface AG

15.76% Others Belgium Fortis Commercial Finance N.V. Fortis Commercial Finance Holding Belgium KBC Commercial Finance NV KBC Bank NV/SA Belgium ING Commercial Finance BeLux SA/NV 100% ING Commercial Finance Nederland BV Bolivia BOLFACTOR S.A. 99.998% Fortaleza Factoring Internacional (Close Ended Fund)

00.002% Others Brazil Exicon Exportação Importação e Aloysio Pagnoncelli de Souza, Exishoe Trading,

Consultoria S/A Justiniano Felício Martins, Antonio Carlos Pagnocelli

Sampaio, Alexandre Bücker de Souza Brazil REDFACTOR Factoring e Fomento Private company and individuals

Comercial SA Bulgaria Commercial Bank “MKB Unionbank AD 60.00% MKB Bank Zrt., Hungary

28.61% Union Group OOD, Bulgaria

06.00% EBRD, United Kingdom

05.39% Boras OOD, Bulgaria Bulgaria Eurobank EFG Factors S.A.-Branch EFG EUROBANK 100%

Bulgaria Bulgaria UniCredit Factoring EAD 100% UniCredit Bulbank AD Bulgaria Société Générale Factoring SLLC 100 % Société Générale Expressbank JSC Canada Accord Business Credit Inc. Wholly-owned subsidiary of Accord Financial Corp.,

a publicly traded company. Canada National Bank of Canada-Factoring Group Public Chile FactorLine S.A. 57% MASSU Group

18% International Finance Corporation (World Bank Group)

10% Asesorias Financieras Belen Ltd. (Mr. Jorge Sabag)

15% Others Chile Factoring Security S.A. Grupo Security S.A. Chile Bci Factoring S.A. Banco Crédito e Inversiones Chile Banchile Factoring S.A. 99.75 Banco de Chile

.25 Banchile Asesorias Financieras China Bank of China, H.O. China SAFE Investments Limited

Royal Bank of Scotland

Others China Bank of Communications 21.78% Ministry of Finance of China

19.90% HSBC Limited

12.13% Council for National Social Security Fund

46.19% Others China China Everbright Bank 24.18% China Everbright Group Limited

21.39% China Everbright Limited

55.43% Public

146 Foreign Partners

China China CITIC Bank 62.33% CITIC Group

15.00% CITIC International Financial Holdings Limited

12.41% HKSCC Nominees Limited

10.26% Others China China Construction Bank 61.48% China SAFE Investments Limited

9.21% China Jianyin Investment Limited

8.52% Bank of America

9.45% Others China Shanghai Pudong Development Bank 23.57% Shanghai International Group

7.29% Shanghai International Trust & Investment Co., Ltd.

3.78% CITIBANK OVERSEAS INVESTMENT CORP.

65.36% Others China Agricultural Bank of China Limited 50% The Ministry of Finance

50% Central Huijin Investment Ltd. China Industrial and Commercial Bank of China 35.3% Ministry of Finance

35.3% Huijin Company

13.1% HKSCC Nominees Limited

16.3% Others China HSBC Bank (China) Company Limited 100% HSBC Holdings plc China China Merchants Bank Co., Limited Various Corporate Shareholders China China Minsheng Banking Corporation Various Corporate Shareholders

Limited China Bank of Shanghai Co., Ltd. Various Corporate and Individual Shareholders China Shenzhen Development Bank Co., Ltd. 17.89% Newbridge Asia AIV III, L.P.

the rest held by various insitutional & individual investors China The Export-Import Bank of China Government Policy Bank China Hua Xia Bank Co., Limited 10.19% Shuanggang Group

8.15% State Grid Corporation of China

7.13% Hongta Tobacco (Group) Co., Ltd

7.02% Deutsche Bank AG and others China Standard Chartered Bank (China) Limited Standard Chartered PLC Colombia Factoring Bancolombia S.A. 94.58% Bancolombia S.A.

5.39% Banca Inversión Bancolombia SA-Corp. Financiera

0.03% Others Colombia Proyectar Factoring S.A. Privately Owned Croatia Privredna banka Zagreb d.d. 76.59% Intesa Holding International S.A.

20.88% European Bank for Reconstruction & Development (EBRD)

02.53% Others Croatia Prvi faktor d.o.o. Prvi Faktor d.o.o. Ljubljana (100%) Croatia FIMA Perfectus d.o.o. 96.40% FIMA Grupa d.d.

3.60% Others Croatia Société Générale - Splitska banka d.d. 99.8% Société Générale SA Paris, France

0.2% Others (Various Corporate & Individual Shareholders) Cyprus Bank of Cyprus Public Company Ltd. 100% Bank of Cyprus Public Co. Ltd. Cyprus Laiki Factors Ltd. 100% Marfin Popular Bank Public Co Ltd Czech Rep. Transfinance a.s. 50% Intermarket Bank AG, Vienna

50% BRE Bank SA, Warsaw Czech Rep. Factoring CS (Factoring Ceske Sporitelny 100% Ceská Sporítelna a.s.

a.s.) Czech Rep. NLB Factoring, a.s. 100% Nova Ljubljanska banka d.d., Slovenia Czech Rep. Factoring KB, a.s. Komercni banka, a.s. Denmark Fortis Commercial Finance A/S Fortis Commercial Finance Holding N.V., The Netherlands

147 Foreign Partners

Denmark Nordisk Factoring A/S Jyske Bank A/S Egypt Export Credit Guarantee Company of Export Development Bank of Egypt

Egypt National Investment Bank

and others Egypt Egypt Factors S.A.E. 40% Commercial International Bank of Egypt

40% FIMBank, Malta

20% IFC, International Finance Corporation Estonia Swedbank Liising AS AS Swedbank (100%) Finland Nordea Finance Finland Ltd. Nordea Bank Finland Plc France GE Factofrance 100% General Electric Company France Natixis Factor 100% Natixis France BNP PARIBAS Factor SA 100% BNP PARIBAS France Fortis Commercial Finance FCF Holding NV, Netherlands France Compagnie Générale d’Affacturage Société Générale

C.G.A. France EUROFACTOR SA CREDIT AGRICOLE France HSBC Factoring (France) 100% HSBC France Germany Deutsche Factoring Bank 27.5% Bremer Landesbank / Nord-Ostdt. Bankbeteilig. GmbH

27.5% Landesbank Saar / Bayrisch Landesbank

33.0% Freie Sparkassen Beteiligungsges. mbH

12.0% Others Germany IFN Finance GmbH 100% IFN Group B.V. Germany Fortis Commercial Finance Gmbh 100% Fortis Commercial Finance Holding N.V., The Netherlands Germany EUROFACTOR AG 100% EUROFACTOR SA, France

(controlled equally by Credit Agricole Group) Germany Coface Finanz GmbH 100% Coface Holding AG

(Member of Coface-Group) Germany CIT Commercial Services (Europe) GmbH 100% CIT Beteiligungs (Germany) GmbH, Frankfurt am Main

ultimate parent company CIT Group Inc., New York (USA) Greece ABC FACTORS AE 100% Alpha Bank AE Greece National Bank of Greece SA-Ethnofact 28.5% Domestic Individual Investors

18.7% Pension & Insurance funds

16.2% International Institutional Investors

36.6% Others Greece HSBC Bank plc-Greece 100% HSBC Holdings Plc Greece Marfin Factors & Forfaiters SA 100% MARFIN EGNATIA BANK Greece PIRAEUS FACTORING S.A. 100% Piraeus Bank S.A. Greece Eurobank EFG Factors S.A. EUROBANK EFG 100% Greece Bank of Cyprus Pub.Co.Ltd. GREECE 52.11% Individuals

(Kyprou Factors) 19.72% Insurance Companies

18.89% Private/Public companies

9.28% Others Greece Millennium Bank S.A. 100% Millennium BCP Hong Kong GE Commercial Finance (HK) Limited 100% General Electric Hong Kong The Hongkong and Shanghai Banking HSBC Holdings Plc

Corporation Ltd. Hong Kong UPS Capital HK Limited UPS Capital Corporation Hong Kong DBS Bank (Hong Kong) Limited DHB Limited (ultimately owned by DBS Group Holdings Limited) Hong Kong Bank of China (Hong Kong) Limited BOC Hong Kong (Holdings) Limited Hong Kong Hang Seng Bank Limited Majority owned by HSBC Hong Kong Industrial & Commercial Bank of China 71.72% Industrial and Commercial Bank of China

(Asia) Ltd. 28.28% Public Hong Kong Fortis Commercial Finance Asia Limited 100% Fortis Commercial Finance Holding N.V.

148 Foreign Partners

Hong Kong Standard Chartered Bank (Hong Kong) Standard Chartered PLC

Limited Hong Kong Coface Greater China Finance Ltd. 100%

Compagnie Francaise D’Assurance Pour Le Commerce Exterieur Hong Kong Bank of Communications Co. Ltd. Hong 20.36% Ministry of Finance of the People’s Republic of China

Kong Branch 18.60% The Hongkong and Shanghai Banking Corporation Limited

6.12% China SAFE Investments Limited

2.01% Capital Airports Holding (Group) Company and others Hungary MKB Bank Zrt. 89.62% Bayerische Landesbank, Munich

10.38% P.S.K. Beteiligungsverwaltung GmbH, Vienna Hungary Magyar Factor Rt. 50% Intermarket Bank AG

50% BRE Bank SA Hungary Raiffeisen Bank Hungary Zrt. 100% Raiffeisen RBHU Holding GmbH India SBI Factors and Commercial Services Pvt. 54% State Bank of India

Ltd. 20% SIDBI

10% State Bank of Saurashtra

16% Others India IFCI Factors Ltd. (Foremost Factors IFCI Limited

Limited) India The Hongkong and Shanghai Banking HSBC Holdings Plc

Corporation Ltd. India Global Trade Finance Limited 92.60% State Bank of India

7.40% Bank of Maharashtra India Export Credit Guarantee Corporation of Wholly owned by the Government of India

India Ltd India Standard Chartered Bank Israel Bank Otsar Ha-Hayal Ltd./UBank Ltd First International Bank of Israel Ltd

and Others Israel Peninsula Financial Limited DE Shaw Laminar Portfolios, LLC

D-Partners 2 LP

other individuals Italy GE Capital Finance SpA 100% General Electric - U.S.A. group Italy UBI Factor S.p.A. UBI Banca S.c.p.A. Italy Centro Factoring S.p.A. Gruppo Bancario CR Firenze

Centro Leasing Banca SpA

San Paolo Imi Spa

As well as other 31 Italian banks Italy UniCredit Factoring S.p.A. 100% UniCredit Corporate Banking (Unicredit Group) Italy FACTORIT S.p.A. 100% Banca Italease S.p.A. Italy International Factors Italia S.p.A., 99.6159% Banca Nazionale del Lavoro Spa

IFITALIA 0.3841% Other Shareholders Italy MEDIOFACTORING S.P.A. 100% INTESA SAN PAOLO SPA Italy MPS Leasing & Factoring, S.p.A. 100% MPS Group

(86.91% Banca Monte dei Paschi di Siena S.p.A.,

6.65% Banca Toscana S.p.A.,

6.44% Banca Agricola Mantovana S.p.A.) Italy Fortis Commercial Finance Spa 100% Fortis Commercial Finance Holding NV, The Netherlands Italy Banca IFIS S.p.A. 60.85% La Scogliera S.p.A.

28.06% Stock Market

2.46% Management

8.63% Financial institutions and private investors

149 Foreign Partners

Japan The Mitsubishi UFJ Factors Limited 72.1% The Bank of Tokyo-Mitsubishi UFJ Ltd

16.4% The Mitsubishi UFJ Capital Ltd

11.5% Other Companies in Mitsubishi UFJ Financial Group Japan Mizuho Factors, Ltd. 100% Mizuho Bank, Ltd. Japan Sumitomo Mitsui Banking Corporation Sumitomo Mitsui Financial Group Jordan Standard Chartered Bank Korea The Export-Import Bank of Korea Korean Government Latvia Joint Stock Company “Trasta 38.97% Mr. Igor Buimisters

Komercbanka 13.58% C&R Invest SIA, LV

9.18% Mr. Charles Edward Treherne, GB

38.27% Others Lebanon Societe Libanaise de Factoring - Solifac Sal Banque Saradar, Sal

M. Mario Saradar

M. Pierre Naggear

M. Fady Amatoury Lithuania SEB Bank Scandinaviska Enskilda Banken (SEB) Luxembourg Fortis Commercial Finance S.A. Fortis Commercial Finance Holding N.V. Malaysia CIMB FactorLease Berhad CIMB Bank Berhad Malaysia Standard Chartered Bank Malaysia

Berhad Malta FIMBank Plc 23.85% Kuwaiti Interests for Financial Investment KSC

21.87% Global Financial Holdings N.V.

7.16% International Finance Corporation

47.12% Others Malta HSBC Bank Malta plc HSBC Bank plc

Private Shareholders Mauritius MCB Factors Ltd The Mauritius Commercial Bank Ltd Mexico GE Capital Factoring, S.A. de C.V. 96% GE Capital Grupo Financiero S.A. de C.V.

4% GE Capital de Mexico, S. de R.L. de C.V. Mexico HSBC México, S.A. 99.76% HSBC Holdings

0.24% Others Morocco Attijari Factoring Maroc BCM Corporation

Santusa Holding SL (Group BSCH Spain) Morocco Banque Marocaine pour le Commerce et 64.67% BNP Paribas

l’Industrie Netherlands Fortis Commercial Finance N.V. Fortis Commercial Finance Holding N.V. Netherlands IFN Finance B.V. IFN Group B.V.

ABN AMRO Bank N.V. (ultimate shareholder) Netherlands ING Commercial Finance B.V. ING Group Norway SG Finans AS Société Générale Group Norway SpareBank 1 Factoring AS 25% SpareBank 1 SMN

20% SpareBank 1 SR-Bank

20% SpareBank 1 Nord-Norge

35% Sparebanken Hedmark & 16 cooperative savings banks Norway DnB NOR Finans 100% DnB NOR ASA Panama Global Bank Corporation G.B. Group Corporation Peru Banco de Credito BCP 96.22% Creditcorp Ltd.

1.84% Otros Accionistas

1.02% El Pacifico-Peruano Suiza Cia.de Seg. Y Reaseg.

0.92% Others Peru Banco Internacional del Peru 96.80% Intergroup Financial Services

3.20% Others

150 Foreign Partners

Poland Polfactor SA 50% BRE Bank Holding Sp. Z.o.o.

50% Intermarket Bank AG Poland Pekao Faktoring Sp. z.o.o. Wholly-owned subsidiary of Bank Pekao SA

a publicly traded company Poland ING Commercial Finance Polska SA 100% ING Commercial Finance BV, The Netherlands Poland Fortis Commercial Finance Spolka z.o.o. 100% Fortis Commercial Finance Holding N.V., The Netherlands Portugal BNP PARIBAS Factor-IFIC, SA BNP PARIBAS Portugal Popular Factoring, SA 50.06% Banco Popular Portugal

49.76% Banco Popular Espanol

0.18% Others Portugal TOTTA-Crédito Especializado, IFIC, SA Directly

100% Banco Santander Totta, SA

Indirectly

100% Banco Santander Central Hispano, SA Portugal Millennium bcp Eureko group

BPI Group

Fortis Group

Teixeira Duarte Group Qatar Standard Chartered Bank (Qatar Branch) Romania BRD - Groupe Société Générale 58.32% Societe Generale

25.26% Financial Investment Companies

11.43% Other indivduals

4.99% EBRD Romania UniCredit Tiriac Bank S.A. 55.20% Bank Austria Creditanstalt

20.17% Redrum International Investment B.V.

20.22% Vesanio Trading Limited

4.41% Others Romania Banca Comerciala Romana S.A. 69.17% Erste Bank der oesterreichis. Sparkassen AG, Austria

30.11% 5 Financial Investment Companies, Romania

00.72% Others Romania Compania de Factoring IFN SA 50% Intermarket Bank AG

50% Banca Transilvania Romania ING Commercial Finance IFN S.A. 99.99% ING Commercial Finance BV, Netherlands

0.01% Others Romania Bancpost S.A. 77.56% Eurobank Ergasis S.A.

20.60% Financial Companies

1.84% Other individuals Russia Promsvyazbank (Open Joint-Stock LLC Trading & Financial Company Contrast

Company) LLC Transsvyazservice

LLC Tekhnosvyazinform

Commerzbank Auslandsbanken Holding AG Russia National Factoring Company (Joint-Stock CENTRRYBOPRODUCT LLC

Company) Salerna LLC Russia Gazprombank (Open Joint-Stock OAO Gazprom

Company) Novfintech

Non-State Pension Fund Gazfond

Asset management company Lider Russia UniCredit Bank (Closed Joint Stock Bank Austria Creditanstalt, Vienna

Company) Russia BSGV Factoring LLC Serbia Serbia & Montenegro Export Credit 90% Republic of Serbia

Agency (SMECA) 10% Republic of Montenegro

151 Foreign Partners

Serbia AOFI-Export Credit & Insurance Agency 100% Republic of Serbia

j.s.c. Singapore DBS Bank Ltd DBS Group Holdings Limited Singapore The Hongkong and Shanghai Banking HSBC Holdings Plc

Corp. Ltd. Singapore Standard Chartered Bank, Singapore

Branch Slovakia VUB Factoring a.s. 100% Vseobecná úverová banka, a.s. Slovenia PRVI FAKTOR, factoring druzba, d.o.o. 50% Nova Ljubljanska banka d.d.

50% Slovenska izvozna druzba d.d. Slovenia FINEA holding d.o.o. 100% Mr. Miklavz Borec Slovenia AFAKTOR financna druzba za faktoring 100% ABANKA VIPA d.d.

d.o.o. South Africa Nedbank Corporate Nedbank Group Limited South Africa Absa Bank Ltd. ABSA Bank Ltd Spain Banco de Sabadell, S.A. 42.4% Institutional Investors

57.6% Private shareholders Spain Caja de Ahorros y Pensiones de Barcelona/ Bank without shareholders

La Caixa Spain BBVA Factoring E.F.C. S.A. Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) Spain Popular de Factoring, S.A., E.F.C. 100% Banco Popular Español, S.A. Spain Santander Factoring y Confirming, S.A., 100% Santander Central Hispano

E.F.C. Spain Lico Leasing S.A. E.F.C. Lico Corporación, S.A.

C.E.C.A. (Confederación Española de Cajas de Ahorros) Spain EUROFACTOR HISPANIA, S.A., E.F.C. CREDIT AGRICOLE S.A. Spain Fortis Commercial Finance Spain, S.A.U. Fortis Commercial Finance Holding NV (100%) Sweden DnB NOR Finans AS, Norge (branch 100% DnB NOR ASA

Sweden) Switzerland UBS Factoring AG 100% UBS AG Taiwan Bank SinoPac Public Listed, major shareholders

100% Yuen Foong Holdings Taiwan Far Eastern International Bank Public Listed

affiliated with The Far Eastern Group,

a major business conglomerate in Taiwan Taiwan Taishin International Bank Taishin Financial Holdings (Public Listed) Taiwan Mega International Commercial Bank Mega Financial Holding Co., Ltd.

Co.Ltd. Taiwan UPS Capital HK Limited - Taiwan UPS Capital Corporation

Division Taiwan Ta Chong Bank Ltd. Public Listed

12.70% Chen Tien Mo Family

10.00% KYMCO Group Motor

77.30% Others Taiwan The Hongkong and Shanghai Banking HSBC Holdings plc

Corp Ltd(Taiwan) Taiwan The Shanghai Commercial and Savings Individual Persons

Bank Ltd. Taiwan Chinatrust Commercial Bank 100% Chinatrust Financial Holding Company Taiwan Chang Hwa Commercial Bank, Ltd. Public Listed

11.91% by the Ministry of Finance

3.63% by other government banks/institutions

84.46% by public

152 Foreign Partners

Taiwan Jih Sun International Bank 100% Jih Sun Financial Holding Co., Ltd.(Public Listed) Taiwan Standard Chartered Bank (Taiwan) Standard Chartered Bank

Limited Taiwan First Commercial Bank 100% First Financial Holding Company Taiwan Taipei Fubon Commercial Bank Co., Ltd. 100% Fubon Financial Holding Company Taiwan KBC Bank N.V., Taipei Branch 100% owned by KBC Groupo NV Taiwan DBS Bank Ltd, Taipei Branch Thailand Kasikorn Factoring Co., Ltd. 100% Kasikorn Bank Plc Thailand Bangkok Grand Pacific Lease Public Co. Chailease Finance Co., Ltd. (Taiwan)

Ltd. Bangkok Bank Plc. (Thailand) Tunisia UNION DE FACTORING (UNIFACTOR) Banque Nationale Agricole

Arab Tunisian Bank

Amen Bank

Arab Tunisian Leasing Turkey Garanti Faktoring Hizmetleri A.S. 55.41% T. Garanti Bankasi A.S.

9.78% T. Eximbank A.S.

34.81% Public

(26.41% of which is also owned by T. Garanti Bankasi A.S.) Turkey Yapi Kredi Faktoring A.S. 99.95% Yapi ve Kredi Bankasi A.S.

00.05% Other Turkey Is Factoring Finansman Hizmetleri A.S. 78.23% Is Finansal Kiralama Hizmetleri A.S.(*)

21.75% Türkiye Sinai Kalkinma Bankasi A.S.(*)

0.02% Others

(*) an IsBank Subsidiary Turkey Demir Factoring A.S. 51.63% Kudret Ticaret T.A.S.

48.34% Cingilli Holding A.S.

00.03% Private Investors Turkey Fiba Faktoring Hizmetleri A.S. 93.50% Fiba Holding A.S.

4.95% Fina Holding A.S.

1.50% Gorus Yeminli Mali Musavirlik

0.05% Others Turkey Fortis Faktoring A.S. 99.99% Fortis Commercial Finance Holding N.V. Turkey Pamuk Factoring A.S. 97.5% Karadeniz Holding

2.5% Others Turkey TEB Faktoring A.S. 99.9% Türk Ekonomi Bankasi A.S.

0.1% Others Turkey Vakif Finans Factoring Hizmetleri A.S. 40% Türkiye Vakiflar Bankasi T.A.O.

25% Vakif Finansal Kiralama A.S.

25% Vakif Deniz Finansal Kiralama A.S.

10% Others Turkey AKBANK T.A.S. 39.40% H.Ö. Sabanci Holdings & Subsidiaries

13.79% Sabanci Family

20.00% Citibank Overseas Investment Corporation

26.81% Free Float Turkey Gisad Faktoring A.S. 99.6% Gisad Dis Tic. A.S. (Gisad Foreign Trade Co.)

0.4% Others Turkey Deniz Faktoring A.S. 100% Denizbank A.S. Turkey ING Bank A.S. 100% ING Group Turkey Ekspo Faktoring A.S. Individual Investors Turkey Strateji Factoring Hizmetleri A.S. 50.98% TE Holding A.S.

25.00% Teknoloji Elek. Mak. Tek. San. Iç ve Dis Tic. A.S.

16.00% Venüs Giyim San. Ve Tic. Ltd. Sti.

8.02% Others

153 Foreign Partners

Turkey Seker Factoring Hizmetleri A.S. Sekerbank T.A.S. Turkey Destek Finans Faktoring Hizmetleri A.S. Individual Investors Turkey HSBC Bank A.S. 100% HSBC Bank Plc Turkey EUROBANK TEKFEN A.S. 70.00% Eurobank EFG Holding (Luxembourg) S.A.

28.23% Tekfen Holding A.S.

1.77% Others Turkey Turkish Faktoring Hizmetleri A.S. 99.96% Turkishbank A.S. Ukraine JSCB “Ukrsotsbank 86.15% CJSC Ferrotrade International

08.68% Bank Austria Creditanstalt A.G. (Unicredit Group)

04.55% Other legal entities

00.62% Private Individuals Ukraine Arma Factoring 20% Mr. Evgenyi Kabakov

80% Tehenergotrade LLC United Arab Emirates HSBC Bank Middle East Limited HSBC Holdings plc 100% United Arab Emirates Emirates Bank International PJSC Government of Dubai

Others United Arab Emirates Standard Chartered Bank United Kingdom Barclays Asset & Sales Finance Barclays Bank PLC United Kingdom HSBC Invoice Finance (UK) Ltd HSBC Holdings Plc United Kingdom GMAC Commercial Finance plc General Motors Acceptance Corporation (GMAC) United Kingdom Fortis Commercial Finance Limited Fortis Commercial Finance Holding NV United Kingdom RBS Invoice Finance Ltd. Royal Bank of Scotland United Kingdom Ultimate Finance Group Plc 23.2% WH Ireland Group plc

76.8% Others United States The CIT Group/Commercial Services, Inc. The CIT Group, Inc. (public company) United States GMAC Commercial Finance General Motors Acceptance Corporation (GMAC) United States Rosenthal & Rosenthal, Inc. Rosenthal Inc. United States UPS Capital Global Trade Finance UPS Capital Corporation

Corporation United States Hana Financial, Inc. Sunnie Kim and other Individual Investors United States Branch Banking and Trust Company BB&T Corporation, USA United States Wells Fargo Trade Capital Wells Fargo & Company United States First Capital FCC Holdings, LLC United States Bank SinoPac-Los Angeles Branch Public listed, Major Shareholders:

100% Yuen Foong Holdings United States Capital Business Credit LLC CFH Acquisition Holdings LLC United States General Electric Capital Corporation General Electric Capital Services, Inc.

(owned by General Electric Company (Publicly owned) - 99.81%

and MRA Systems, Inc. 0.19%) Vietnam Techcombank (Vietnam Technology & Institutional Shareholders (including HSBC)

Comm. JS Bank) Individual Shareholders Vietnam Asia Commercial Bank (ACB) Standard Chartered Bank

International Finance Corporation

Connaught Investors

Dragon Financial Holdings Ltd. and others Vietnam Vietcombank (JSComm.Bank for 100% State owned

ForeignTradeVietnam)

154