Banca Popolare di Lodi Investor Trust III 500,000 Non-cumulative Guaranteed Fixed/Floating Rate Perpetual Trust Preferred Securities (liquidation preference €1,000 per Trust Preferred Security) representing a corresponding amount of Non-cumulative Guaranteed Fixed/Floating Rate Perpetual LLC Preferred Securities of Banca Popolare di Lodi Capital Company III LLC guaranteed on a subordinated basis by Banca Popolare Italiana S.c.a r.l. 11111111111111 Each non-cumulative guaranteed fixed/floating rate perpetual trust preferred security (a “Trust Preferred Security”, and collectively, the “Trust Preferred Securities”) issued by Banca Popolare di Lodi Investor Trust III (the “Trust”) represents an undivided beneficial ownership interest in the assets of the Trust. The Trust Preferred Securities will be perpetual, will be denominated in euro and will have a fixed rate of cash distributions of 6.742 per cent. per annum of the liquidation preference until June 30, 2015. After June 30, 2015, the Trust Preferred Securities will have a floating rate of cash distributions equal to 5.25 per cent. per annum above the Euro Interbank Offered Rate for three-month euro deposits on the liquidation preference as described in this Offering Circular. The assets of the Trust will consist of a corresponding amount of non-cumulative guaranteed fixed/floating rate perpetual preferred limited liability company interests (the “LLC Preferred Securities” and, together with the Trust Preferred Securities, the “Preferred Securities”) in Banca Popolare di Lodi Capital Company III LLC (the “LLC”). Dividends and redemption and liquidation payments paid by the LLC on the LLC Preferred Securities will be used by the Trust to make cash distributions on the Trust Preferred Securities. Banca Popolare Italiana S.c.a r.l., formerly called “Banca Popolare di Lodi S.c.a r.l.”, (the “Bank” or the “Guarantor”) will guarantee on a subordinated basis all payments in respect of the LLC Preferred Securities and the Trust Preferred Securities to the extent described in this Offering Circular and in the Subordinated Guarantees (as defined below). Except as otherwise provided in this Offering Circular, the LLC will directly own all of the common securities of the Trust, and the Bank will directly own all of the common securities of the LLC. 11111111111111 See “Investment Considerations” beginning on page 30 for a discussion of certain risks relating to an investment in the Trust Preferred Securities. Application has been made to list the Trust Preferred Securities on the Luxembourg Stock Exchange. Offering Price: €1,000 per Trust Preferred Security plus accrued dividends, if any, from the date the Trust Preferred Securities are issued. 11111111111111 The Preferred Securities are expected to be assigned on issue a rating of BBB- by Fitch Ratings Limited (“Fitch”) and Baa3 (under review for possible downgrade) by Moody’s Investors Service Limited (“Moody’s). The Bank was placed on negative credit watch by Fitch on April 29, 2005 and placed on review for possible downgrade by Moody’s on May 13, 2005. Investors should be aware that the ratings on the Preferred Securities are subject to change. See “Investment Considerations—Ratings” and “The Bank and the BPI Group—Recent Developments” for a discussion of certain risks that could have a material adverse effect on the ratings of the Preferred Securities and the Bank. None of the Preferred Securities or the Subordinated Guarantees (as defined below) have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any U.S. state securities laws. The Preferred Securities may not be offered or sold within the United States or to, or for the account of, U.S. persons (as defined in Regulation S under the Securities Act (“Regulation S”)), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws. The Trust Preferred Securities are being offered and sold only outside the United States in compliance with Regulation S and the applicable laws of the jurisdictions where those offers and sales occur. See “Subscription and Sale.” The Trust Preferred Securities will be represented on issue by a single global certificate in registered form (the “Global Certificate”). The Global Certificate will be registered in the name of a nominee for, and will be deposited with, a common depositary for Euroclear Banking S.A./N.V. as operator of the Euroclear system (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) on or around June 30, 2005. Joint Bookrunner, Lead Manager and Structuring Adviser Joint Bookrunner and BNP PARIBAS Joint Bookrunner and Lead Manager Lead Manager DRESDNER KLEINWORT THE ROYAL BANK WASSERSTEIN OF SCOTLAND June 29, 2005 This Offering Circular shall not constitute an offer or an invitation to subscribe for or purchase any Trust Preferred Securities and should not be considered as a recommendation by the Bank, the Trust, the LLC or the Lead Managers or any of them that any recipient of this Offering Circular should subscribe for or purchase any Trust Preferred Securities. Each recipient of this Offering Circular shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the Bank, the Trust and the LLC. In making an investment decision, prospective investors must rely on their own examination of the Bank, the Trust, the LLC and the terms of this offering, including the merits and risks involved. Prospective investors should satisfy themselves that they understand all the risks associated with making investments in the Trust Preferred Securities. If prospective investors are in any doubt whatsoever as to the risks involved in investing in the Trust Preferred Securities, they should consult their professional advisers. No person has been authorized to give any information or to make any representations other than those contained in this Offering Circular and, if given or made, such information or representation must not be relied upon as having been authorized by the Bank, the Trust, the LLC or any of the Lead Managers (as defined under “Certain Defined Terms”). Neither the delivery of this Offering Circular nor any subscription, sale or purchase made in connection herewith shall, in any circumstances, create any implication that there has been no change in the affairs of the Bank, the Trust or the LLC since the date hereof or that the information contained herein is correct as of any time after its date. The Bank, the Trust and the LLC, having made all reasonable inquiries, confirm that the information contained in this Offering Circular with regard to the Bank, the Trust and the LLC is true and accurate in all material respects, that the opinions and intentions expressed herein are honestly held, and that there are no other facts the omission of which would make this Offering Circular as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect in the context of the issue and offering of the Trust Preferred Securities. Each of the Bank, the Trust and the LLC accepts responsibility accordingly. Restrictions on Offers and Sales This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any securities and may not be used for the purpose of an offer to sell or the solicitation of an offer to buy in any circumstances in which such offer or solicitation is unlawful. The distribution of this document and the offering of the Trust Preferred Securities in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required by the Bank, the Trust, the LLC and the Lead Managers to inform themselves about, and to observe, these restrictions. No action has been taken as a matter of the laws of any jurisdiction to permit the public offering of the Trust Preferred Securities in any jurisdiction. Accordingly, the Trust Preferred Securities may not be offered or sold, directly or indirectly, and this Offering Circular may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in that jurisdiction. In particular, the Trust Preferred Securities have not been, and will not be, registered under the Securities Act and may not be offered or sold within the United States or to, or for the account of, U.S. persons (as defined in Regulation S), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws. Further information with regard to restrictions on offers and sales of the Trust Preferred Securities and the distribution of this Offering Circular is set out under “Subscription and Sale.” The Trust Preferred Securities are not deposits or other obligations of the Bank and are not insured by any governmental agency. Until 40 days after the commencement of this offering, an offer or sale by any dealer (whether or not participating in this offering) of the Trust Preferred Securities may violate the registration requirements of the Securities Act if such offer or sale is made in the United States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S). 2 The offering of the Trust Preferred Securities has not been submitted to the clearance procedure of the Commissione Nazionale per la Società e la Borsa (“CONSOB”), the Italian securities authority, pursuant to Italian securities legislation and, accordingly, no Trust Preferred Securities may be offered, sold or delivered, nor may copies of the Offering Circular or of any other document relating to the Trust Preferred Securities be distributed in the Republic of Italy, except as described herein.