Banco Popolare Group at a Glance

GroupGroup Presentation Presentation

November 2014 Banco Popolare Group at a glance

Creation. Banco Popolare was established on 1st July 2007 from the merger between Banco Popolare di Verona e

Novara and Banca Popolare Italiana.

Size. Today, Banco Popolare is the 1st Italian cooperative bank by number of branches (1,919) and the 4th largest

Italian bank by total assets (€126bn).

Market Share. Excellent geographical position, with an average branch market share of 10% in the main regions

in northern Italy and a deeply rooted local network.

Business. Core business focused on retail and SME customers.

2 Banco Popolare Group at a glance

Liquidity and Funding Capital position

Strong support from the Group’S retail networks, which €1.5bn capital increase successfully completed in April 2014. provides 83% of the total customer funding, thereby limiting Comprehensive Assessment passed with a wide margin, thanks any reliance on the wholesale market. to the capital strengthening measures already carried out in Loan to Deposit ratio(i) at 95.9%. H1 2014: Excellent liquidity profile thanks to the significant amount of . CET1 ratio post AQR: 11.50%, unencumbered assets eligible with the ECB, equal to about . CET1 ratio post Stress baseline: 10.26% €14bn as at 31/10/2014. . CET1 ratio post Stress adverse: 8.29% Liquidity ratios already in line with Basel 3 required targets: Capital ratios as at 30/09/2014 Basel 3 (pro forma)*: LCR > 100% and NSFR equal to ~100%. CET1 (Phase-in): 13.9% CET1 (Fully Loaded): 11.9%

Note: (i) Net cutomer loans excluding REPOs / Total direct funds excluding REPOs * Including 18bps from the merger of Italease (to be completed in Q1 2015). Credit Quality Cost Control and Simplification

The stock of customer loans is substantially stable in Q3 14 Improvement in operating efficiency: (-0.3% q/q).  major simplification of the organizational structure (merger of Banks of the Territory into the Holding company) and corporate Strong growth in new lending of the first 9 months 2014 for governance completed in 2011, with a further streamlining set to be all the 3 main core segments: +14%y/y in the Households & finalised in 2014 through the merger of Credito Bergamasco Other Individuals segment; +34% y/y in the Small Business (completed in June) and Italease (to be implemented in Q1 2015); segment; +85% y/y in the Mid Corporate segment.  closure of 200 branches in the period 2010-2013, and additional 112 closures to be finalized by Q4 2014 (vs 70 targeted in the Further strengthening of the NPLs coverage which exceeds Business Plan) 38% as at 30/09/2014 (including write-offs) and increases  reorganization of the branch franchise and distribution model under both vs. June 2014 (+45bps) and vs. year-end 2013 (+67bps). way (see Slide 10). Workforce reduction of 1,842 FTEs in the period 2010-2013), Further de-risking of Italease, with a decrease of gross NPLs with an additional -758 expected in the period 2014-2016 (of of €65m in Q3 2014. which -325 already achieved in 9M 2014). 3 Group structure

SWIFT: BAPP IT 22

Main Product Companies and Joint Ventures International Network

Banca ALETTI Private & Investment Banking Subsidiaries & Branch BANCO POPOLARE LUXEMBOURG ALETTI GESTIELLE SGR Asset Management BANCO POPOLARE UK Branch BANCA ALETTI SUISSE SA AGOS DUCATO Consumer Credit JV Credit Agricole Representative Offices AVIPOP Assicurazioni Non-Life Bancassurance JV AVIVA SHANGHAI HONG KONG MUMBAI POPOLARE VITA Life Bancassurance JV FON-SAI MOSCOW

RELEASE Leasing company

4 Banco Popolare: leading player in the Italian domestic market

Size: Banco Popolare is the 1st Italian popolare bank by BP Standalone: breakdown of customer loans (as of 30/09/2014) number of branches (1,919) and the 4th largest Italian bank by total assets (€126bn). Performing loans by customer segment Market Share: Excellent geographical position: Households  ~70% of customer loans concentrated in the north of Italy; and Other Small  Franchise quality and well-recognized brands in core market Individuals* Businesses 31,2% 19,4% regions, which are the wealthiest regions of the north of Italy, accounting for more than 57% of the Italian GDP. Institutional and Other Business: traditional banking model focused on retail: 1,8%  Households and Other Individuals, Small Businesses and Mid- Large Mid Corporate customers, represent 86% of customer loans; Corporate Corporate  more than 90% of the total granted positions with an average 10,3% Entities 35,1% amount <€250k. 2,2% Total loans by # of customers by geographical area loan amount granted** Market share by number of branches (***) (as of 30/06/2014) South and TheThe here-indicated here-indicated core core regions regions of of Banco Banco >15% Islands Popolare’sPopolare’s presence presence together together account account for for the the 5-15% 57.3%57.3% of of the the Italian Italian GDP GDP (Source: (Source: Prometeia). Prometeia). 5% RoW < €75k 1.5-5% Centre 2% 66% >0-1.5% 23% 0% Veneto 9.2% €75k - €250k Lombardy 8.5% 26% Emilia Romagna 6.9% North-West 42% Piedmont 8.8% >€250k North-East 8% Liguria 13.2% 28% Notes: (*) The segment “Households & Other Individuals” includes also businesses and professionals Tuscany 9.4% with a turnover <€100K. (**) Data of the domestic commercial network; % on # of customers with loans granted. ITALY 6.2% (***) Domestic branch market shares are calculated as of 30 June 2014 and are based on a total of 1,925 Italian branches of the Commercial network. 5 International Network: Subsidiaries and Branch

United Kingdom

Banco Popolare – London Branch Mr. Dario Mancini 1-5 Moorgate London EC2R 6JH tel.+44 207726 9450 fax +44 20 7726 9481 SWIFT VRBPGB2L [email protected]

Switzerland Luxembourg Banco Popolare Luxembourg SA BANCA ALETTI (Suisse) SA Mr. Davide Manzotti Mr. Massimo Luca Mattioli Via Magatti n. 6 C.P. 5826 Lugano 26 Boulevard Royal C.P.555 L-2449 Luxembourg tel. +41 91 9118111 tel. +352 465757251 SWIFT VRBPCH22 [email protected] SWIFT GRVRLULL [email protected]

6 International Network: Representative offices

BANCO POPOLARE BANCO POPOLARE Shanghai Hong Kong

Mrs. Yang Jiang Mr. Stefano Carrozzi Unit 013 27/Fl. Hang Seng Bank Tower 3205 Central Plaza – 18 Harbour Road, Wan Chai, 1000 Lujiazui Ring Road HONG KONG Pudong New Area, Shanghai 200120 CHINA Tel +852 2522 7608 Tel 86.21.6841 0599 Fax +852 2521 9688 Fax 86.21.6841 1776 [email protected] [email protected]

BANCO POPOLARE BANCO POPOLARE Moscow Mumbai

Mr. Maurizio Zucchetti Mr. Stefano Pulliero

Federation Tower 82 – 8th Floor, Jolly Maker Chambers II Presnenkaya nab. 12, floor 54, office 1A - 121100 Moscow 225 Nariman Point RUSSIAN FEDERATION Mumbai 400021 - INDIA tel./fax +7 495 6459702 Tel +91 22 22042872 fax +91 22 22042874 [email protected] [email protected]

7 Banco Popolare Group vs. Italian peers (as at 30/09/2014)

€/bn TOTAL ASSETS BRANCHES 858,0 7.665

633,7 5.942

2.367 190,7 1.919 1.676 125,9 120,5 1.274 60,5 48,5 668

UCI ISP MPS BP UBI BPER BPM UCI ISP MPS BP UBI BPER BPM

€/bn €/bn DIRECT CUSTOMER FUNDS NET CUSTOMER LOANS

(including outstanding bonds) 555,5 470,4

402,6 337,3

126,6 126,3 87,9 85,5 84,9 84,0 46,3 36,4 44,6 32,1

UCI ISP MPS UBI BP BPER BPM UCI ISP MPS UBI BP BPER BPM 8 Banco Popolare ratings

T L BNOPOPOLARE ITALYBANCO Long-term Long-term Agency Short-term Other ratings Short-term (outlook) (outlook)

BBB Viability: bb+ BBB+ Fitch Ratings* F3 F2 (negative) (stable) Support: 2 Ba3 Moody's Investors Baa2 NP (negative - BFSR: E+ P-2 Service** (stable) m) BBB Standard & Poor’s*** - - - A-2 (negative)

(*) On 19 May 2014, Fitch Ratings affirmed the long- and short-term ratings of Banco Popolare at “BBB”, with Outlook negative, and “F3”, respectively. At the same time, the Viability Rating was lowered from “bbb-” to “bb+“. (**) On 29 May 2014 Moody’s Investors Service, within a systemic European rating action triggered by their valuation regarding the new resolution framework for banking crises, reviewed from ‘Positive’ to ‘Negative’ the Outlook on Banco Popolare’s long-term rating. At the same time, the Outlook of the Standalone rating remains unchanged at ‘Positive’. (***) On 18 August, Standard & Poor’s withdrew the ratings of Banco Popolare and its subsidiaries, following our request. In fact, on 08 August 2014 Banco Popolare had announced that, within a review of the process of relationships with rating agencies, the Board of Directors of Banco Popolare decided to terminate the contracts with Standard & Poor’s. In this context, it is noted that, on 17 June 2014, Standard & Poor’s had raised the rating of Banco Popolare’s stand-alone credit profile (SACP) from “b” to “b+”, while the long and short-term ratings of Banco Popolare were affirmed at “BB-/B”, with negative outlook.

N.B. Indicated long-term ratings refer to the senior debt of the Group’s companies. Updated as of 18 August 2014.

9 Comprehensive Assessment passed with wide margin

The Comprehensive Assessment has confirmed the robustness of the Group's capital ratios. The CET 1 ratio has increased further as at 30 Sept. 2014, to 11.9%PF on a fully phased basis.

The profitability in the first nine months of 2014 remains under pressure from the still difficult macroeconomic environment, but the Group has undertaken key actions, both of structural and commercial nature, aimed at fostering the future profitability outlook.

10 Comprehensive Assessment passed with wide margin

Italian banks comparison of CET1 ratio 2013 Phase-in* CET1 ratio 2013 Phase-in* post AQR Buffer vs. minimum thresholds envisaged in the Comprehensive Assessment

Bps** +350 +226 +279 €/m +1,842 +1,183 +1,449

11.50% 10.26%

8.29% 8.0%

Min. threshold in 5.5% Min. the AQR and Stress threshold in test baseline the Stress scenario test adverse scenario

baseline adverse

Banco Popolare passes the Comprehensive Assessment with a wide margin, thanks also to the capital strengthening measures already carried out in H1 2014. To be noted that the loan loss provisions resulting from the AQR exercise did not generate any reduction in the IRB shortfall on expected losses (not taken into consideration under the rules of the exercise) the latter, therefore, has remained unchanged at the level as of 31/12/2013 pre-AQR.

*Source: internal estimates on the basis of ‘Remediation Actions’ shown in the press release of ECB and of the ‘Other Capital Strengthening Measures’ shown in the press release of Bank of Italy. With regards to Banco Popolare, they are equal to €1,756m11 and €120m respectively (excluding the expected benefits from the merger of Italease, equal to 18bps). ** Calculated on RWA as of 31/12/2013 pre-AQR. Group regulatory capital ratios (Basel 3)

Total capital 16.0% 16.5% 16.7% 15.8% Leverage ratio B3 Tier 1 13.3% 13.7% 13.9% 11.9% Phase- in: 5.8% Leverage ratio B3 Fully Phased (estimate): 5.0% 13.9% 13.7% +18bps 13.3%* 11.9%

CET 1

30/06/2014 30/09/2014 Italease 30/09/2014 30/09/2014 Phase-in Phase-in merger Phase-in Fully loaded accounting accounting pro forma Includes pro forma Includes shortfall on shortfall on CET1 (€) 6.9bn 6.8bn6.9bn expected 5.9bn expected To be finalized in losses: losses: Q1 2015 -€0.4bn -€1.3bn RWA (€) 51.8bn 49.8bn49.9bn 49.6bn

The increase of 42bps in the CET1 phase-in ratio in Q3 2014 is mainly due to the reduction of €70m in the AIRB shortfall, thanks to the increase of provisions The increase of 42bps in the CET1 phase-in ratio in Q3 2014 is mainly due to the reduction of €70m in the AIRB shortfall, thanks to the increase of provisions higher than the expected losses, and to the reduction of €1.9bn in RWA, following: higher than the expected losses, and to the reduction of €1.9bn in RWA, following: Credit exposures under the AIRB model: (i) reclassifications from the ‘performing’ loan category (which contribute to RWA) to the ‘non-performing’ loan Credit exposures under the AIRB model: (i) reclassifications from the ‘performing’ loan category (which contribute to RWA) to the ‘non-performing’ loan category (which do not contribute to RWA); (ii) decrease of the loan portfolio. Creditcategory exposures (which underdo not the contribute STANDARD to RWA); model (ii): (i)decrease increase of inthe loan loan loss portfolio. provisions above the 20% threshold with a subsequent reduction in the risk Credit exposures under the STANDARD model: (i) increase in loan loss provisions above the 20% threshold with a subsequent reduction in the risk weighting; (ii) downsizing of Italease. weighting; (ii) downsizing of Italease. To be noted that the AIRB shortfall on expected losses is entirely deducted from fully phased CET1 capital, for a total amount of €1.3bn (of which €1.2bn To be noted that the AIRB shortfall on expected losses is entirely deducted from fully phased CET1 capital, for a total amount of €1.3bn (of which €1.2bn on non-performing loans and €0.15bn on performing loans), excluding any fiscal benefits. on non-performing loans and €0.15bn on performing loans), excluding any fiscal benefits.

* The ratio includes: €1.5bn capital increase, merger of Credito Bergamasco (effective since 01/06/2014) and the 12 validation of operational risks obtained in Q2 2014. Group liquidity: strong position

Details of assets in the ‘ECB Pooling’ Liquidity buffer (% breakdown as at 31/10/2014)

€/bn 6.3% Loans eligible 10.9% for Repos (2)

Unencumbered Bonds assets eligible 82.8% (1) BP RMBS/ABS/Covered with the ECB Bond

ECB 11.7 exposure in 9.2 LTRO + TLTRO

Estimates in line with Basel 3 targets: LCR >100% and NSFR near to 100%

As at 10/10/2014, the final tranche of State-guaranteed bonds was cancelled for a total nominal amount of €1.6bn, and replaced with other As at 10/10/2014, the final tranche of State-guaranteed bonds was cancelled for a total nominal amount of €1.6bn, and replaced with other unencumbered eligible assets. unencumbered eligible assets. The ECB exposure increased in September as a result of the TLTRO drawing of €1bn, with a subsequent fall of €2.5bn in October, due to the early The ECB exposure increased in September as a result of the TLTRO drawing of €1bn, with a subsequent fall of €2.5bn in October, due to the early repayment of part of the LTRO. repayment of part of the LTRO. Further unencumbered assets eligible with the ECB of €14.0bn (net of haircuts) as at 31/10/2014, largely consisting of a portfolio of Further unencumbered assets eligible with the ECB of €14.0bn (net of haircuts) as at 31/10/2014, largely consisting of a portfolio of unencumbered Italian Government bonds. unencumbered Italian Government bonds. During the third quarter of 2014, the unencumbered assets eligible with the ECB increased by ~€1bn in relation to a new securitization of During the third quarter of 2014, the unencumbered assets eligible with the ECB increased by ~€1bn in relation to a new securitization of mortgage loans granted to SMEs and by ~€0.8bn as net balance of an autocovered bond of residential mortgage loans and the amortization and mortgage loans granted to SMEs and by ~€0.8bn as net balance of an autocovered bond of residential mortgage loans and the amortization and the maturity of a securitization of residential mortgages. the maturity of a securitization of residential mortgages. The liquidity buffer shall increase by an additional ~€0.8bn thanks to the expansion of the base of eligible loans for refinancing operations The liquidity buffer shall increase by an additional ~€0.8bn thanks to the expansion of the base of eligible loans for refinancing operations (ABACO). (ABACO). Notes: (1) Excludes the net position in REPOs; (2) Loans to SMEs.

13 Cost of credit risk

Loan Loss Provisions Quarterly evolution

€/m €/m 1,065.4 1,006.8 91,2 684.6 172,0 55,3 of which: Italease 445.4 974,2 328.0 292.0 75,8 629,3 228.8 209.4 246.3 834,8 19,2 15,4 17,5 47,1 388,8 238,1 308,8 276,6 30/09/2013 30/09/2014 191,9 199,2 -9,3 30/09/1331/12/13 30/09/14 1° tr. 13 2° tr. 13 3° tr. 13 4° tr. 13 1° tr. 14 2°tr. 14 3°tr. 14 Gross customer loans of which: Italease 93,751*91,583 89,929 (period-end data)

Note: (*) Gross loans, excluding BP Croatia The cost of credit risk was still impacted by the difficult economic The cost of credit risk was still impacted by the difficult economic environment in the first 9 months of 2014 (158bps annualised). Cost of Credit Risk environment in the first 9 months of 2014 (158bps annualised). (on gross customer loans, period-end data) With reference to the Credit File Review conducted within the AQR With reference to the Credit File Review conducted within the AQR process, on the basis of the analytical list recently received, it is noted In bps process, on the basis of the analytical list recently received, it is noted 9M 2014: 158bps that €263m of the impairments already accounted as at 30/09/2014 Annualised values that €263m of the impairments already accounted as at 30/09/2014 refer to the same positions subject to the adjustments indicated by refer to the same positions subject to the adjustments indicated by 198 ECB in the publication of the AQR results (€451m). In this context it is ECB in the publication of the AQR results (€451m). In this context it is 185 signalled that, out of these total adjustments, only €3.5m are classified signalled that, out of these total adjustments, only €3.5m are classified by the regulators as “Adjustments due to accounting rule 144 by the regulators as “Adjustments due to accounting rule 129 misalignment”; it follows that the impact for Banco Popolare derives misalignment”; it follows that the impact for Banco Popolare derives essentially from the application of the criteria utilised by ECB for the essentially from the application of the criteria utilised by ECB for the 97 AQR (ECB thresholds defined for AQR). AQR (ECB thresholds defined for AQR). It is also noted that a profound analysis of the overall AQR results has It is also noted that a profound analysis of the overall AQR results has been launched. This analysis is set to be concluded in time for the been launched. This analysis is set to be concluded in time for the Q11° trim. 2014 Q22° trim. 2014 Q33° trim.2014 preparation of the 2014 Annual Report and, as a consequence, any 9M 2013* FY 2013 preparation of the 2014 Annual Report and, as a consequence, any 2014 2014 2014 impact would be registered in Q4. Nota: (*) Proforma excluding BP Croatia impact would be registered in Q4. 14 Performance highlights

 CET1 ratio Phase-in as of 30/09/2014: 13.7%  CET1 ratio Fully Phased as of 30/09/2014: 11.7%  Banco Popolare passes the Comprehensive Assessment with a wide margin, thanks to the capital CapitalCapital strengthening measures already carried out in H1 2014: CET1 ratio post AQR: 11.50% CET1 ratio post Stress baseline: 10.26% CET1 ratio post Stress adverse: 8.29%

 Leverage ratio B3 Phase-in: ~5.8%  Leverage ratio B3 Fully Phased: ~5.0%

 Core business revenues *: +1.6% q/q and -4.3% y/y. CoreCore business business  Operating costs (excluding non-recurring costs): -3.0% q/q and -3.9% y/y. profitabilityprofitability  Significant actions taken to sustain future profitability, with a particular focus on the reduction in the cost Theof Group funding has and delivered on a further a good improvement commercial in performance the operating: efficiency.

The Group has delivered a strong commercial performance:  POS transactions rise 3.7% y/y, with an increase of 8.2% registered in the number of installed POS devices.  ~46,000 new current accounts with ‘Households and Other Individuals’ as at 30/09/2014 (+3.2% y/y delta stock). As at  As at 30/09/2014, a total of ~137,000 new generation ATM Commercial 25/10/2014, the number of new current accounts exceeded cards (YouCards) were sold, of which 94% in relation with a Commercial ~50,000. current account. performanceperformance  Assets under Management recorded a growth of +42% y/y in  YouBanking has totalled ~30,000 new accounts in the first the placement of products, thanks to placements on the nine months of 2014. Less than three years after its launch, network of Mutual Funds/Sicav, Life Insurance, ‘Unit Linked’ the channel now has more than ~85,000 customers, with a and other investments products. good deposit base.

 The stock of customer loans is substantially stable in Q3 (-0.3% q/q).  Strong growth in new lending of the first 9 months for all the 3 main core segments : +14%y/y in the Households & AssetAsset Other Individuals segment; +34% y/y in the Small Business segment; +85% y/y in the Mid Corporate segment.  Further strengthening of the NPLs coverage which exceeds 38% as at 30/09/2014 (including write-offs) and increases QualityQuality both vs. June 2014 (+45bps) and vs. year-end 2013 (+67bps).  Further de-risking of Italease, with a decrease of gross NPLs of €65m in the quarter.

*‘Core business’ defined as the sum of the following items: NII, net commissions and other net operating income. 15 Execution power demonstrated by the Group

Commercial Governance • Incorporation of local banks • Acquisition of 270k clients • Improvement of Governance model • Reduction of ~100 branches (from dual to traditional) • Increase in customer satisfaction • Reduction of Board members

Capital Management Product Innovation • €2bn capital increase in 2011 • You offer launch: • Introduction of Advanced - YouBanking: 80k leads models on credit and market risks Agile, reactive and - YouCard: 150k+ in 1 year • RWA optimization execution-oriented - YouInvoice: one of the first to offer • Introduction of new models for different solutions for the active and structure liquidity risk and risk appetite the passive cycle management • Offer dedicated to multichannel payment services

Human Resources Disposal of non-core assets • Over 1,300 staff reductions (in addition to 400 • Disposal of non core holdings: in 2010), all volunteer-based, thus with no - BP Hungary union conflicts - Bormioli • 460k training days provided - Banca Ceska - BP Croatia

16 Reclassified consolidated balance sheet

Reclassified assets 30/09/2014 31/12/2013 Chg. (in euro thousand)

Cash and cash equivalents 540,157 639,632 (99,475) (15.6%) Financial assets and hedging derivatives 25,982,858 24,590,138 1,392,720 5.7% Due from banks 4,593,684 3,753,227 840,457 22.4% Customer loans 84,042,428 86,148,995 (2,106,567) (2.4%) Equity investments 1,036,910 1,033,764 3,146 0.3% Property and equipment 2,020,249 2,052,250 (32,001) (1.6%) Intangible assets 2,295,977 2,299,243 (3,266) (0.1%) Non-current assets held for sale and discontinued operations 94,518 390,860 (296,342) (75.8%) Other assets 5,314,501 5,134,543 179,958 3.5%

Total 125,921,282 126,042,652 (121,370) (0.1%)

Reclassified liabilities 30/09/2014 31/12/2013 Chg. (in euro thousand)

Due to banks 17,501,578 17,403,066 98,512 0.6% Due to customers, debt securities issued and financial liabilities designated at fair value 85,508,719 90,017,669 (4,508,950) (5.0%) Financial liabilities and hedging derivatives 7,064,479 5,157,955 1,906,524 37.0% Liability provisions 1,179,754 1,287,617 (107,863) (8.4%) Liabilities associated with assets held for sale - 275,511 (275,511) Other liabilities 4,751,314 3,378,181 1,373,133 40.6% Minority interests 42,170 349,039 (306,869) (87.9%)

Shareholders' equity 9,873,268 8,173,614 1,699,654 20.8% - Capital and reserves 9,995,014 8,779,909 1,215,105 13.8% - Net income (loss) for the period (121,746) (606,295) (484,549) (79.9%)

Total 125,921,282 126,042,652 (121,370) (0.1%) 17 Consolidated 9M 2014 income statement: annual change

EXCLUDING PPA line-by-lineINCLUDING PPA line-by-line

Reclassified income statement €/m 9M 2014 9M 2013 Chg. 9M 2014 9M 2013 Chg.

Net interest income 1,167.3 1,256.8 (7.1%) 1,169.2 1,257.1 (7.0%) Income (loss) from investments in associates carried at equity 65.1 (34.3) (289.7%) 65.1 (34.3) (289.7%) Net interest, dividend and similar income 1,232.4 1,222.5 0.8% 1,234.3 1,222.8 0.9% Net fee and commission income 1,075.0 1,067.7 0.7% 1,075.0 1,067.7 0.7% Other net operating income 112.6 137.0 (17.8%) 134.9 161.2 (16.3%) Net financial result (excluding FVO) 217.8 267.9 (18.7%) 217.8 267.9 (18.7%) Total income 2,637.7 2,695.1 (2.1%) 2,661.9 2,719.7 (2.1%) Personnel expenses (1,056.2) (1,030.6) 2.5% (1,056.2) (1,030.6) 2.5% Other administrative expenses (509.6) (530.1) (3.9%) (509.6) (530.1) (3.9%) Amortization and depreciation (105.1) (95.9) 9.5% (102.3) (93.2) 9.7% Operating costs (1,670.9) (1,656.6) 0.9% (1,668.1) (1,653.9) 0.9% Profit (loss) from operations 966.8 1,038.5 (6.9%) 993.8 1,065.8 (6.8%) Net adjustments on loans to customers (1,065.4) (684.6) 55.6% (1,065.4) (684.6) 55.6% Net adjustments on receivables due from banks and other assets (20.5) (66.5) (69.2%) (20.5) (66.5) (69.2%) Net provisions for risks and charges 11.2 1.7 557.6% 11.2 1.7 557.6% Impairmentofgoodwillandequityinvestments - 95.5 (100.0%) - 95.5 (100.0%) Profit(loss)onthedisposalofequityandotherinvestments 2.1 (0.7) (401.6%) 2.2 (0.6) (443.6%) Income (loss) before tax from continuing operations (105.7) 383.9 - (78.7) 411.3 - Tax on income from continuing operations (excluding FVO) (2.3) (182.2) (98.8%) (12.8) (191.1) (93.3%) Income (loss) after tax from discontinued operations (0.0) (3.5) (98.6%) (0.0) (3.5) (98.6%) Income (loss) attributable to minority interests 8.7 (11.1) (178.0%) 8.7 (11.2) (177.9%) Net income for the period excluding FVO and PPA (99.3) 187.1 - (82.9) 205.5 - PPA impact after tax - - (16.4) (18.4) (10.7%) Net income (loss) for the period excluding FVO (99.3) 187.1 - (99.3) 187.1 - Fair Value Option result (FVO) (33.7) (32.4) 4.0% (33.7) (32.4) 4.0% Tax on FVO result 11.3 10.7 5.5% 11.3 10.7 5.5% Net income (loss) for the period (121.7) 165.4 - (121.7) 165.4 -

18 Products and services

BANCO POPOLARE provides a broad range of banking products and services to assist customers in their international trade business, in cooperation with our international correspondent banks:

. Trade Finance & Export Finance: partners of SACE, EBRD, IFC, ADB, IADB. L/C confirmations, discount of L/Cs or P/Ns. . International Factoring

BANCO POPOLARE provides a selected banking products and services designed for international banks.

. EURO accounts - Commercial payments - Check drawing - L/C reimbursing - Bank-to-bank transfers - Opening of non-resident accounts Internet-based connection (Vant@ggio) and accounts in other currencies are available upon request.

. TRA – Transfer Access Service provided by our group as UNIQUE entry point for EURO payments in Italy - Execution of payment instructions on a same day basis - Transparent fees for all payments (book-to-book transfers and payments in favour of other Italian banks’ customers) - Very competitive all-inclusive charges for payments with OUR option. Tailor-made pricing available upon request.

19 . VANT@GGIO

Vant@ggio is our Internet-based remote banking product; it allows international banks to manage the accounts they hold with our banking group, supplementing the daily MT950 statement of account. Main features: - high level of security; - real time display of account entries (for accounts in our books); - real time display of account balance (for accounts in our books); - management of Eur electronic collections through EL.CO.S®, offering: • data-entry of collections; • import, verification and sending of collection files; • display of return information on collections sent.

. EL.CO.S.®

EL.CO.S.® is our electronic service for the collection – through the Italian RI.BA. Network – of EUR credits on behalf of companies exporting to Italian buyers. The service is managed via our Internet banking Vant@ggio, and can be used by foreign banks on behalf of their customers, or directly by foreign customers with a Euro account with our banking group. A presentation may be made available on request.

20 Financial Institutions team: main contacts

Massimo Paolini Head

+39 045 8675860 [email protected]

Adelina Achilli Gabriella Denti Relationship Manager Relationship Manager Asia, Switzerland, Australia & NZ UK, Ireland, Austria, France, Germany, Benelux, +39 0321 662580 Greece, Balkans, Nordic & Baltic countries [email protected] +39 0371 580391 [email protected]

Giuliana Rusi Massimo Paolini Relationship Manager Relationship Manager America, Spain, Portugal, Turkey, India Russia & C.I.S. Countries +39 045 8675025 Africa & Middle East [email protected] +39 045 8675860 [email protected]

CUSTOMER SUPPORT VERONA: Tel. +39 045 8675551 Fax +39 045 8255708 LODI: Tel. +39 0371 580640 Fax +39 0371 580762 [email protected]

21 Disclaimer

The distribution of this presentation in other jurisdictions may be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of, and observe, these restrictions. To the fullest extent permitted by applicable law, the companies involved in the proposed business combination disclaim any responsibility or liability for the violation of such restrictions by any person.

This presentation does not constitute or form part of, and should not be construed as, any offer or invitation to subscribe for, underwrite or otherwise acquire, any securities of Banco Popolare or any member of its group, nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities in Banco Popolare or any member of its group, or any commitment whatsoever.

The information contained in this presentation is for background purposes only and is subject to amendment, revision and updating. Certain statements in this presentation are forward-looking statements under the US federal securities laws about Banco Popolare. Forward-looking statements are statements that are not historical facts. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates” and similar expressions. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions which could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements.

Banco Popolare do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this presentation.