Allegato (i) SHARES SALE AND PURCHASE AGREEMENT by and between Veneto Banca S.c.p.a. and Gestinter S.p.A. MA.VA. Società Semplice Duet BIM Ltd. MI.MO.SE. S.p.A. Romed S.p.A. Piovesana Holding S.p.A. Pietro S.p.A. DAD&SON Boffa Pietro Alessandro Federici Luca Cordero di Montezemolo Gianfranca Cullati Serfin Servizi Finanziari S.r.l. Valentina Nasi Artex S.r.l. Fabio Viani Marta Viani Mario Piantelli Castello Società Semplice Turati Investments S.r.l. 1 This shares sale and purchase agreement (the “Agreement”) is entered into between: VENETO BANCA S.C.P.A., a company incorporated under the laws of Italy, with its registered office at Montebelluna - Treviso, Piazza G.B. Dall’Armi, 1, registered with the Companies’ Register of Treviso under no. 88163, VAT Code no. 00208740266, represented by Mr Francesco Favotto in its capacity as Chairman of the Board of Directors (the “Seller”); – at one side – and Gestinter S.p.A. (“Gestinter”) a company incorporated under the laws of Italy, having its registered office at via Valeggio n. 41, 10129 Turin, registered with the Register of Enterprises of Turin under No. 11110300016 same Tax Code, hereby represented by Mr. Pietro D’Aguì, born in Palizzi Marina on 26.09.1952, C.F. DGAPTR52P26G277A in his capacity as legal representative (as per Annex 1a ); MA.VA. Società Semplice (“MA.VA.”), a company incorporated under the laws of Italy, having its registered office at via Valeggio n. 41, 10129 Turin, registered with the Register of Enterprises of Turin under No. 96799390016 same Tax Code, hereby represented by Mr. Pietro D’Aguì, in his capacity as proxy (as per Annex 1b); Duet BIM Ltd. (“Duet”), a company incorporated under the laws of Ireland, having its registered office at 70 Sir John Roberson’s Quay, Dublin, Ireland, registered with the Register of Enterprises of Dublin, hereby represented by Mr Luigi Barone, born in Rome on 08.04.1952, C.F. BRNLGU52D08H501O, in his capacity as proxy (as per Annex 1c); MI.MO.SE. S.p.A. (“MI.MO.SE.”), a company incorporated under the laws of Italy, having its registered office at via Valeggio n. 41, 10129 Turin, registered with the Register of Enterprises of Turin under No. 00791860018 same Tax Code, hereby represented by Mr Massimo Segre, born in Turin on 16.11.1959, C.F. SGRMSM59S16L219U in his capacity as legal representative (as per Annex 1d); 2 Romed S.p.A. (“Romed”), a company incorporated under the laws of Italy, having its registered office at via Valeggio n. 41, 10129 Turin, registered with the Register of Enterprises of Turin under No. 04934530017 same Tax Code, hereby represented by Mr Massimo Segre, in his capacity as legal representative (as per Annex 1e); Piovesana Holding S.p.A. (“Piovesana”) a company incorporated under the laws of Italy, having its registered office at via M. G. Piovesana n. 13/F, Conegliano (TV), registered with the Register of Enterprises of Treviso under No. 01910580263 same Tax Code, hereby represented by Mr Pietro D’Aguì, in his capacity as proxy (as per Annex 1f); Pietro S.p.A. (“Pietro”), a company incorporated under the laws of Italy, having its registered office at via M. G. Piovesana, n. 13/F, Conegliano (TV), registered with the Register of Enterprises of Treviso under No. 01910910262 same Tax Code, hereby represented by Mr Pietro D’Aguì, in his capacity as proxy (as per Annex 1g); DAD&SON S.r.l. (“DAD&SON”), a company incorporated under the laws of Italy, having its registered office at via Bruno Buozzi n. 5, Turin, registered with the Register of Enterprises of Turin under No. 09923230016 same Tax Code, hereby represented by hereby represented by Mr Pietro D’Aguì, in his capacity as proxy (as per Annex 1h); Mr Pietro Boffa (“Boffa”), born in Turin on 02.09.1960, tax code BFFPTR60P02L219V, resident at Corso M. d’Azeglio n. 2, Turin, hereby represented by Mr Pietro D’Aguì, in his capacity as proxy (as per Annex 1i); Mr Alessandro Federici (“Federici”), born in Rome on 31.03.1966, tax code FDRLSN66C31H501F, resident at Via Monte Fumaiolo n. 5, Guidonia Montecelio, hereby represented by Mr Pietro D’Aguì, in his capacity as proxy (as per Annex 1j); Mr Luca Cordero Di Montezemolo (“Montezemolo”), born in Bologna on 31.08.1947, tax code CRDLCU47M31A944G, resident at via Gilles Villeneuve n. 27-2, Fiorano Modenese (MO), hereby represented by Mr Pietro D’Aguì, in his capacity as proxy (as per Annex 1k); Mrs Gianfranca Cullati (“Cullati”), born in Turin on 20.01.1940, tax code 3 CLLGFR40A60L219H, resident at C.so G. Siccardi n. 11, 10122 Turin, hereby represented by Mr Pietro D’Aguì, in his capacity as proxy (as per Annex 1l); Serfin Servizi Finanziari S.r.l. (“Serfin”), a company incorporated under the laws of Italy, having its registered office at via L. Luciani n. 41, 00197 Rome, registered with the Register of Enterprises of Rome under No. 01056521006 same Tax Code, hereby represented by Mr Pietro D’Aguì, in his capacity as proxy (as per Annex 1m); Mrs Valentina Nasi (“Nasi”), born in Turin on 31.01.1958, C.F. NSAVNT58A71L219K, resident at Via Lanzone n. 3, 20100 Milan, hereby represented by Mr. Pietro D’Aguì, in his capacity as proxy (as per Annex 1n); Artex S.r.l. (“Artex”), a company incorporated under the laws of Italy, having its registered office at via C. Ferrini n. 8, Busto Arsizio (VA), registered with the Register of Enterprises of Varese under No. 02530220017 same Tax Code, hereby represented by Mr Pietro D’Aguì, in his capacity as proxy (as per Annex 1o); Mr. Fabio Viani (“Fabio Viani”) born in Certaldo (FI) on 21.04.1957, tax code VNIFBA57D21C540S, resident at Via Boccaccio n. 32, Certaldo (FI), hereby represented by Mr Pietro D’Aguì, in his capacity as proxy (as per Annex 1p); Mrs Marta Viani (“Marta Viani”), born in Certaldo (FI) on 18.09.1965, tax code VNIMRT65P58C540S, resident at Via XV aprile n. 105, Gambassi Terme (FI), hereby represented by Mr Pietro D’Aguì, in his capacity as proxy (as per Annex 1q); Mrs Mario Piantelli (“Piantelli”) born in Pino Torinese on 02.06.1943, tax code PNTMRA43H02G678B, resident at Corso G. Ferraris n. 75, Turin, hereby represented by Mr Pietro D’Aguì, in his capacity as proxy (as per Annex 1r); Castello SS (“Castello”) a company incorporated under the laws of Italy, having its registered office at via Parrocchia n. 3, Moriondo Torinese (TO), hereby represented by Mr Pietro D’Aguì, in his capacity as proxy (as per Annex 1s); 4 Turati Investments S.r.l. (“Turati”) a company incorporated under the laws of Italy, having its registered office at Corso Filippo Turati n. 23, Turin, registered with the Register of Enterprises of Turin under No.08639570012 same Tax Code, hereby represented by Mr Pietro D’Aguì, in his capacity as proxy (as per Annex 1t ); Gestinter, MA.VA., Duet, MI.MO.SE, Romed, Piovesana, Pietro, DAD&SON, Boffa, Federici, Montezemolo, Cullati, Artex, Nasi, Artex, Fabio Viani, Marta Viani, Mario Piantelli, Castello and Turati are hereinafter collectively referred to as the “Purchasers” and each of them as a “Purchaser”. – at the other side – (hereinafter, the Seller and the Purchasers shall be collectively referred to herein as the “Parties” and each of them as a “Party”) WHEREAS (a) The Seller is an Italian bank, duly authorized to carry out the business of collection of savings and any banking services and activities (including, without limitation, private banking services) in Italy. (b) Banca Intermobiliare di Investimenti e Gestione S.p.A. is a company incorporated under the laws of Italy, with registered office at Torino, Via Gramsci, 7, registered with the Companies’ Register of Torino under no. 600548, VAT Code no. 02751170016, share capital Euro 156,209,463.00 (“BIM”). BIM is an Italian bank listed at the Mercato Telematico Azionario, engaged in all round private banking services and investment services. (c) Banca IPIBI Financial Advisory S.p.A. is a company incorporated under the laws of Italy, with registered office at Milano, Corso Matteotti, 5, registered with the Companies’ Register of Milano under no. 1599769, VAT Code no. 01733820037, share capital Euro 20,043,000.00 (“IPIBI”). IPIBI is an Italian bank engaged in all round private banking service. 5 (d) The Seller owns (i) no. 111.514.888 shares, representing 71.388% of the share capital of BIM (the “Seller’s BIM Shares”) and (ii) no. 11.923.816 shares, representing approximately 20.227% of the share capital of IPIBI. (e) The Seller intends to sell no. 80,273,998 shares representing 51.39% of the share capital of BIM of which (i) no. 64,055,838 shares representing 41.01% of the share capital of BIM for a cash consideration (the “BIM Cash Shares”); and (ii) no. 16,218,160 shares representing 10.38% of the share capital of BIM in exchange of shares of the Seller (the “BIM Kind Shares”; the BIM Cash Shares and the BIM Kind Shares share hereinafter jointly referred to as the “BIM Shares”). (f) BIM owns no. 39.624.044 shares, representing 67.22% of the share capital of IPIBI (the “IPIBI Shares Owned by BIM”). (g) The Seller has organized a competitive bid procedure aimed at selecting a purchaser of the BIM Shares (the “Procedure”). (h) Certain Purchasers and the Former Purchasers (as hereinafter defined), with the assistance of their professional advisors, have performed the Due Diligence Review (as defined below). (i) The Seller has selected the Purchasers and the Former Purchasers as buyer of the BIM Shares.