C 52 Generico 244 Paragrafi Paragrafo 1 Allegati Allegato 1 Documento

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February 2012

Group Presentation

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Overview

BANCO POPOLARE ranks among the largest cooperative banks in Italy. It is the holding

company of the banking group GRUPPO BANCO POPOLARE, the fourth largest branch

network in Italy (with 2,060 branches).

GRUPPO BANCO POPOLARE services approximately 3.1 million customers and has

19,200 employees, with a strong market position in the northern regions of Italy, focused

on retail, SME and family enterprises.

GRUPPO BANCO POPOLARE is composed of a group of local banks very well rooted in

their territories. These banks have grown over time creating value at the service of the

communities. A single historical, cultural and managerial heritage is a foundational pillar of

the Bank today.

The holding company is a cooperative bank and is listed on the Milan Stock Exchange.

As a consequence of its legal structure, BANCO POPOLARE has a diffuse ownership (~

360,000 shareholders, out of which ~ 226,000 with voting rights).

The voting rights of BANCO POPOLAREs registered shareholders are limited to one vote

per head and no shareholder, except for investment funds, can own more than 0.5 %

of total equity.

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Geographical mix: branch network located mainly in wealthynorthern Italy, with strong positioning in attractive areas

Customer loans by geographical area (30/06/2011)

RoW3%

North-

West

45.%

North-East

30%

Centre

16%

South and

Islands

6%

(i)

(i) Branch market shares are calculated as of 31 Dec. 2010 and are based on a total of 1,992 branches of the Banks of the Territory.(ii) Referred to the so-called Core Business, composed of Non-financial Corporates, Small Business and Households.(iii) Deposit market shares are based on the Bank of Italys Statistical Bulletin and hence comprise banks fund-raising in the form of deposits (with agreed maturity, sight, overnight and

redeemable at notice), savings certificates, CDs, current accounts and repos.

Market share by number of branches (31/12/2010)

(iii)

Market share by loans and deposits in some

of the main regions (as at 30/06/2011)

Group franchise at a glance

Leading player in the Italian domestic market, mainlyconcentrated in the wealthiest regions of Italy, with goodmarket shares in both loans and deposits: North West: 7.06% (loans) and 6.33% (deposits); North East: 6.57% and 6.28%.

Strong base of domestic retail customers. Excellent geographical position:

Economically resilient northern Italy accounts for74.8% of the Banks of Territory branch network (morethan 85% including Tuscany) as at 31/12/2010.

Franchise quality. Well-recognized brands in core market regions

Loans Deposits

Veneto

Lombardy

Emilia Romagna

Liguria

Piedmont

Tuscany

7.5 8% 8.48%

7.0 0% 6.01%

7.6 3% 6.58%

8.7 4% 9.40%

6.7 1% 6.17%

7.2 8% 7.47%

ITALY 5.33% 4.79%

1.5-5%

5-15%

>15%

>0-1.5%

0%

3

(ii)


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Banco Popolare: new Group structure

AVIPOP Assicurazioni

POPOLARE VITA

Private & Investment Banking

Asset Management

Non-Life Bancassurance JV AVIVA

Life Bancassurance JV FON-SAI

Product Companies

Banca ALETTI

ALETTI GESTIELLE SGR

Subsidiaries & Branch

BANCO POPOLARE CROATIA

BANCO POPOLARE HUNGARY

AT LEASING SA ROMANIA

BANCO POPOLARE LUXEMBOURG

BANCO POPOLARE UK Branch

BANCA ALETTI SUISSE SA

Representative Offices

BEIJING

SHANGHAI

HONG KONG

MUMBAI

MOSCOW

International Network

SWIFT: BAPP IT 22

4

SWIFT: CREBIT22

AGOS DUCATO Consumer Credit


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Banco Popolare: International Network

U.K. London

Branch

BP Luxembourg

BANCA ALETTI

Suisse

BP Croatia D.D.

AT Leasing S.A.

Romania

BP Hungary

RUSSIA Moscow

Rep. Off.

INDIA Mumbai

Rep. Off.

CHINA Hong Kong

Rep. Off.

CHINA Shanghai

Rep. Off.

CHINA Beijing

Rep. Off.

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Luxembourg

Banco Popolare Luxembourg SA

Switzerland

Mr. Filippo Negri

26 Boulevard Royal C.P.555 L-2449 Luxembourg

tel. +352 4657571

SWIFT GRVRLULL [email protected]

BANCA ALETTI (Suisse) SAMr. Davide Manzotti

Via Magatti n. 6 C.P. 5826 Luganotel. +41 91 9118141

SWIFT VRBPCH22 [email protected]

Croatia

Mr. Sergio ResegottiPetrovaradinska, 1 - 10000 Zagreb

tel. +385 1 4653 400 fax +385 1 4653 409

SWIFT BPCR HR 22 [email protected]

Banco Popolare Croatia

Hungary

Banco Popolare HungaryMr. Vincenzo Fasano

Rakoczi ut 1-3, East-West Business Center, 1088 Budapest

tel. +36 1 2357400 fax. +36 1 2666815SWIFT INCN HU HB [email protected]

Romania

Mrs. Gabriela Mateescu

Splaiul Indipendententei n315/319 Sector 6, Bucarest

tel. +40 752 090 299 [email protected]

AT Leasing S.A.

International Subsidiaries and Branch

Mr. Dario Mancini

1-5 Moorgate

London EC2R 6JH

tel. +44 20 7726 9450 fax 20 7726 9481SWIFT VRBPGB2L [email protected]

BANCO POPOLARE

London Branch

36 branches

10 branches

6 branches

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BANCO POPOLARE Hong Kong

Mr. Edwin Chun Kit Tsang

3205 Central Plaza 18 Harbour Road, Wan Chai,

HONG KONG

tel. +852 2522 7608 fax +852 2521 9688

[email protected]

BANCO POPOLARE - Shanghai

Mr. Luigi Grisi

Unit 013 27/Fl. Hang Seng Bank Tower

1000 Lujiazui Ring Road

Pudong New Area, Shanghai 200120 China

Tel.: 86.21.6841 0599 - Fax: 86.21.6841 1776 Email:

[email protected]

BANCO POPOLARE - Beijing

Mrs. Yang Jiang

Twin Towers Unit 07, Level 15 West Tower

B12 JianGuoMenWai Avenue, Chaoyang District

Beijing 100022, CHINA

tel: +86 10 6566 4351 fax: +86 10 6566 3790

[email protected]

Mr. Stefano Pulliero

82 8th Floor, Jolly Maker Chambers II

225 Nariman Point

Mumbai 400021 - INDIA

Tel +91 22 22042872 fax +91 22 22042874

[email protected]

BANCO POPOLARE - Mumbai

Representative offices

Mr. Maurizio ZucchettiFederation Tower

Presnenkaya nab. 12, floor 54, office 1A - 121100 Moscow

RUSSIAN FEDERATION

tel./fax +7 495 6459702

[email protected]

BANCO POPOLARE - Moscow

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43%

Italian Peer Average : 52% 68%

BP30/09/2011

RWA/Total Assets ratio: Banco Popolare vs. peers

83% 82%72%

53%50% 48%

0%

10%

20%

30%

40%

50%

60%

70%

80%

ISP UGC UBI MPS BPM BPER Carige

Italian comparison: data published for 30 June 2011

Notes: The Peer average is calculated as the sum of total RWA over the sum of total assets.

0%

10%

20%

30%

40%

50%

60%

70%

Spain Italy UK

54%

52%

32% 32% 35%

31%

European comparison: FY 2011E

GermanyNordics Benelux

Source: Internal analysis on the basis on report published by brokers.N.B. In addition to the above-exposed countries, the European Peer Average includes also Portugal, Ireland, Austria, Greece and a UK Asian bank.

European Peer Average: 37%

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BANCO POPOLARE GROUP RATINGS

N.B.: Indicated long-term ratings refer to the senior debt of the Groups companies. Updated as of February 10, 2012.

* Updated as of February 14, 2012.

BBB-(negative)

A-3(negative)

Standard & Poor's

D+BFSR:

(Bank Financial

Strenght Rating)

Baa2

(negative)

P-2Moody's Investors

Service

2Support:

CIndividual:

BBB(stable)

F3Fitch

Other ratingsLong-

term

Short-

termAgency

Short-term

F2

ITALY *

Long-term

A-(negative)

P-1 A3

(negative)

A-2 BBB+

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Banco Popolare Group risk profile: low structural risks

Business Model Focus on Retail

97% of the core business is domestic.

Strong diversification of the loan portfolio, which was

subject to strict valuation rigor and provisioning in 2008.

Alignment of all participations in the merchant banking

portfolio to market values.

No exposure to the subprime mortgage sector,

monoliners, CDOs/CBOs.

No investment in structured credit products.

No investment in structured investment products on

market variables.

No Investments in Toxic AssetsLow risk in assets

Deep local roots in core market territory: 75% of loans

are concentrated in the north of Italy.

Banking business mainly focused on households, small

businesses and medium-sized corporate customers.

Core business accounts for about 93% of total revenues.

Sound Balance Sheet Structure and Liquidity Pos.

Funding needs are structurally covered until 2012.

RWA/Total Assets ratio of 68% at September 30, 2011

vs. 52% on average in Italy (and 37% on average

for European banks).

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Growing together in

a sustainable way,improving efficiency,

and with a low risk

profile

Growing together in

a sustainable way,improving efficiency,

and with a low risk

profile

Efforts of the Territorial Divisions to be poured onto their historic franchise (one

brand for each municipality).

Strengthen the role of the branch through a higher focus on the relationship withSMEs and the development of the role of Branch Manager

From optimisation of the federal model to the

Large Banca Popolare Project

- strong simplification of Group structure

- simplification of Group corporate governance

Efficiency gains by:

- Reduction of headquarter resources in favour of the

commercial network.

- Elimination of activity duplication between Holding,

Banks of the Territory/Territorial Divisions and

territorial areas.

Focus on theterritory

Focus on theterritory

Efficiencygains

Efficiencygains

Increase in

branchperformance

Increase in

branchperformance

New

customers

New

customers

Large BancaPopolare

(LBP) Project

Large BancaPopolare

(LBP) Project

Branch restructuringby:- Rationalising and

Reorganising theunderperformingbranches

- Limiting the numberof new branchopenings in strategicareas

Innovation ofcustomer servicemodels for SMEs,

Affluent and MidCorporate customers

Satisfy customerneeds, old and new, by:

- Introducing specific

and innovativeproducts services

- Using integratedmulti-channels thatminimize the cost-to-serve

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2011/2013-2015 Business Plan guidelines


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Three Territorial

Divisions

New organizational structure: strong Group simplification

Large Popolare Bank

BP Holding

BPV BPN Creberg BPL CRL

BP

Cremona

BP

Crema

Aletti

Efibanca

Italease

2010 Effective December 27th, 2011

Large Banca Popolare Project

BP Holding

BPV

Division

BPN

Division

BPL

DivisionCreberg

Italease Aletti

Separate legal entities Separate legal entities

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Simplified Governance structure: from dual to traditional order

Simplification of the Groups governance, with return to a single Board of

Directors

Creation of a Board of Directors composed of a maximum of 24 resources,

of which 3 up to 4 chosen among the top managers of the group; three of the

executive members of the Board of Directors shall represent half of themembers of an Executive Committee, which shall also be composed of the

Chairman and the two Deputy Chairmen, for a total of 6 members

Strengthening of the proximity to the territory, through the creation of a

Local consulting and credit committee for each of the Divisions, with the

function of expressing non-binding advisory opinions on major decisions

regarding the local reality

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Banco Popolare wants to compete leveraging on its strengths:

T er r i to r i al p r o x i m i ty

R ap i d r e s p o n s e o f d e c i s i o n a l c e n tr e s Quality of the service offered

Mainly Retail, with

focus on more

attractive segments

(Affluent, Small

Corporate customers*)

which offerdevelopment

opportunities

A full range of productsand services offered byproduct factories close to

the distribution network andthrough increasingly

integrated channels

Note: * Enterprises with turnover


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Treasury business: BANCO POPOLARE and BANCA ALETTI

BANCA ALETTI(ALETITMM)

BANCO POPOLARE(BAPPIT22)

ALL OTHER TRANSACTIONS

NB: ONLY Special ReposREPOs

NB: ONLY Interest Rate

derivatives / short term

DERIVATIVES

NB: 3rd party of CLS throughJP MORGAN CHASE BANK

FOREX (Spot/Forward/Swaps)

MONEY MARKET

15

FXBP

[email protected]

[email protected]

[email protected]

+39 035 350 402Giorgio Cavallari

Head of Forex Desk

BAPP

[email protected]

[email protected]

[email protected]

+39 035 350 306Adolfo Ravasio

Head of Money Market Desk

Dealing Codee. mailTelephoneName

BANCO POPOLARE: main contacts


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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.T a i lo r - m a d e p r i c i n g a v a i la b l e u p o n r e q u e s t .

Products and services for international banks

EURO accounts

- Commercial payments - Opening of non-resident accounts

- Immigrant remittances- Check drawing

- L/C reimbursing

- Bank-to-bank transfersI n t er n e t - b as e d c o n n e c t i o n ( Va n t @g g i o ) a n d a c c o u n t s i n o t h e r c u r r e n c i e s a r e a v a il a b l e u p o n r e q u e s t .

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

In addition, GRUPPO BANCO POPOLARE provides a selected number of banking products and

services specifically designed for international banks.

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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.

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 ofaccount.

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.

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Financial data

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Highlights on Banco Popolare Group results

Cost of credit risk at 81bps, substantially in line with the level of 2010 and with the previous quarter.

Consolidated net income reaches 323.6m as at 30/09/2011

of which: Banco Popolare Standalone net income: +396.2m

of which: Net impact of Italease: -72.6m

Normalised Group net income at 151.4m. (1)

Good operating performance:

Net Interest Income at 1,344.9m (-1.4% y/y) up by 3.8% q/q thanks to the strong repricing actionrealised by the commercial network, which has more than compensated the higher cost of funding.

Net Commissions at

967.2m (+1.2% y/y) down by 2.1% q/q mainly due to seasonality reasons.

Net Financial Result (net of FVO) at 149.0m up by 8.7% vs. 9M 2010, notwithstanding the negative

performance in Q3 2011 of the bond portfolio, with particular reference to Italian Government bonds.

Operating costs at 1.800.8m, substantially stable on an annual basis (+0.7%) and down by 1.0% vs.the previous quarter.

More than satisfactory liquidity profile: direct customer funding +4.0% vs. nine-month 2010 and +1.6% since year

end 2010. Wholesale funding already covered for 2011 and for the main part of 2012.

(1) Net of Fair Value Option, PPA, gain/write-backs on government bond portfolio, profits from the disposal of equity investments and costs for the headcount reduction plan.

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Group reclassified consolidated balance sheet

Reclassified assets

(thousand euro)30/09/2011 31/12/2010

Cash and cash equivalents 522,070 639,932 (117,862) (18.4%)

Financial assets and hedging derivatives 19,472,691 17,726,308 1,746,383 9.9%Due from banks 8,704,950 7,565,103 1,139,847 15.1%

Customer loans 93,452,486 94,461,905 (1,009,419) (1.1%)

Equity investments 1,533,990 1,641,429 (107,439) (6.5%)

Property, plant and equipment 2,320,866 2,444,749 (123,883) (5.1%)

Intangible assets 5,128,165 5,171,742 (43,577) (0.8%)

Non-curren t assets held for sal e and discontinued operations 226 ,669 371,8 90 (145,221) (39.0%)

Other assets 5,405,178 5,132,614 272,564 5.3%

Total 136,767,065 135,155,672 1,611,393 1.2%

Reclassified liabilities

(thousand euro)30/09/2011 31/12/2010

Due to banks 8,074,110 9,492,950 (1,418,840) (14.9%)

Due to customers, debt securities in issue and financial

liabilities measured at fair value 106,172,814 104,523,749 1,649,065 1.6%

Financial laibilities and hedging derivatives 3,962,314 3,969,498 (7,184) (0.2%)

Provisions 1,096,227 1,448,122 (351,895) (24.3%)

Liabilities associated with assets held for sale 76,453 159,407 (82,954) (52.0%)

Other liabilities 5,184,631 3,621,551 1,563,080 43.2%

Minority interests 398,006 412,913 (14,907) (3.6%)

Shareholders' equity 11,802,510 11,527,482 275,028 2.4%

- Share capital and reserves 11,478,897 11,219,467 259,430 2.3%

- Net income for the period 323,613 308,015 15,598 5.1%

Total 136,767,065 135,155,672 1,611,393 1.2%

Chg.

Chg.

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Stated

including PPA

TotalPPA

impact

of which:

Italease

of which:

ex-BPI

Stated

excluding PPA

Reclassified income statement - /m 9M 2011 9M 20112010

with PPA

2010

without PPA

Net interest income 1,344.9 (99.1) (33.8) (65.3) 1,444.0 1,807.1 2,020.9

Profit (loss) on equity investments carried at equity 27.4 - 27.4 38.6 38.6

Net interest, dividend and similar income 1,372.3 (99.1) (33.8) (65.3) 1,471.4 1,845.7 2,059.5

Net commissions 967.2 - 967.2 1,264.4 1,264.4

Other revenues 39.8 (28.2) (28.2) 68.0 57.8 97.8

Net financial income 555.0 (8.5) (4.8) (3.7) 563.5 539.5 551.9

Other operating income 1,562.1 (36.6) (4.8) (31.8) 1,598.8 1,861.8 1,914.2

Total income 2,934.4 (135.8) (38.6) (97.1) 3,070.2 3,707.5 3,973.6

Personnel expenses (1,123.7) - (1,123.7) (1,535.5) (1,535.5)

Other administrative expenses (575.1) - (575.1) (756.4) (756.4)

Amortization and depreciation (102.0) (2.9) (2.9) (99.1) (147.3) (143.3)

Operating costs (1,800.8) (2.9) - (2.9) (1,797.9) (2,439.2) (2,435.2)

Profit from operations 1,133.6 (138.6) (38.6) (100.0) 1,272.2 1,268.3 1,538.5

Net write-downs on impairment of loans, guarantees and commitments (591.5) - (591.5) (770.4) (770.4)

Net write-downs on impairment of other financial transactions (38.4) - (38.4) (96.0) (96.0)

Net provisions for risks and charges (9.3) 0.0 0.0 (9.3) (236.2) ( 236.2)

Impairment of goodwill and equity investments (0.4) - (0.4) (0.9) (0.9)

Profit (loss) on disposal of equity and other investments 64.9 (6.8) (6.8) 71.7 12.7 53.1

Income before tax from continuing operations 558.9 (145.4) (38.6) (106.8) 704.3 177.5 488.1

Tax on income fromcontinuing operations (244.0) 43.8 12.5 31.3 (287.8) 115.2 17.9

Income (Loss) after tax from non-current assets held for sale 21.1 - 21.1 38.8 66.7

Minority interest (12.4) 0.6 0.2 0.5 (13.0) (23.5) (31.0)

Net income for the period excluding PPA 323.6 (101.0) (26.0) (75.0) 424.6 308.0 541.7

PPA impact after tax - - - - (101.0) - (233.7)

Net income for the period including PPA 323.6 (101.0) (26.0) (75.0) 323.6 308.0 308.0

9M 2011

PPA effect line by line

Memo 2010

Consolidated 9M 2011 income statement: PPA details

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30/09/2011

Reclassified income statement - /mBanco Popolare Group

(PPA line-by-line)

Banco Popolare

(Standalone)PPA e x-BPI Itale as e PPA Itale as e

Net interest income 1,344.9 1,396.4 (65.3) 47.5 (33.8)

Profit (loss) on equity investments carried at equity 27.4 36.6 (9.2)

Net interest, dividend and similar income 1,372.3 1,433.1 (65.3) 38.3 (33.8)

Netcommissions 967.2 963.4 3.9

Other revenues 39.8 46.8 (28.2) 21.3

Net financial income (excluding FVO) 149.0 150.3 (3.7) 7.1 (4.8)

Fair Value Option result (FVO) 406.1 406.1

Other operating income 1,562.1 1,566.6 (31.8) 32.2 (4.8)

Total income 2,934.4 2,999.6 (97.1) 70.6 (38.6)

Personnel expenses (1,123.7) (1,106.3) (17.4)

Other adminis trative expenses (575.1) (536.3) (38.8)

Amortization and deprecia tion (102.0) (83.7) (2.9) (15.5)

Operatingcosts (1,800.8) (1,726.2) (2.9) (71.7) -

Profit from operations 1,133.6 1,273.4 (100.0) (1.1) (38.6)

Net write-downs on impairment of loans, guarantees and commitments (591.5) (517.4) (74.1)

Net write-downs on impairment of other financial transactions (38.4) (38.5) 0.2

Net provisions for risks and charges (9.3) (3.3) 0.0 (6.0)

Impairment of goodwill and equity investments (0.4) (0.4) -

Profit (loss) on dispos al of equityand other investments 64.9 56.9 (6.8) 14.8

Income before tax from continuingopera tions 558.9 770.6 (106.8) (66.3) (38.6)

Taxon income from continuing operations (excluding FVO) (106.6) (164.1) 31.3 13.8 12.5

Taxon FVO result (137.4) (137.4) -

Income (Loss) after taxfrom non-current assets he ld for sale 21.1 19.4 1.7

Minorityinterest (12.4) (17.3) 0.5 4.3 0.2

Net income for the period 323.6 471.2 (75.0) (46.6) (26.0)

30/09/2011

-72.6m+396.2m

+13.7m

Consolidated 9M 2011 income statement: breakdown

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/m

Relevant impacts on the P&L in the first nine months of 2011

Pre-tax Post-tax Pre-tax Post-tax Pre-tax Post-tax

- FAIR VA LUE OPTION 367.4 245.9 153.3 100.3 (114.6) (77.6)

(Income statement item: Net financial income)

- WRITE-DOWNS/WRITE-BA CKS ON GOVERNMENT BOND PORTFOLIO (90.1) (60.3) (29.8) (20.4) 53.0 35.8

(Income statement item: Net financial income)

SUB-TOTAL: IMPACT ON NET FINANCIAL RESULT 277.4 185.6 123.4 79.9 (61.7) (41.7)

- SEVERANCE COSTS 0.0 0.0 (6.6) (4.8) 0.0 0.0(Income statement item: Personne e xpenses

- IMPAIRMENT ON GREEK GOVERNMENT BONDS (4.8) (3.2) (15.3) (10.3) 0.0 0.0(Income statement item: Net write- owns on impairment o ot er inancia transactions

- PROFIT ON DISPOSAL OF EQUITY INVESTMENTS 0.0 0.0 0.0 0.0 47.2 46.5ncome statement tem: ro t oss on sposa o equty an ot er nvestments

- PROFIT ONA SSETS HELD FOR SALE (1.4) (1.8) 23.7 16.9 11.4 6.0(Income statement item: Income Loss a ter tax rom non-current assets e or sae

TOTAL 271.2 180.6 125.2 81.8 (3.1) 10.8

Q3 2011 Q2 2011 Q2 2011

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The negative impact from the business

performance, due to write-downs on the

government bond portfolio held for trading,

was offset by a reduction in RWAs.

30/06/11

Accounting

7.8%

11.2%

6.5%

RWA: 95.7bn

of which:Italease 10.5bn

8.0%

11.4%

6.7%

Pro-forma

Core

Tier 1

Tier 1

Total

capital7.8%

11.2%

6.5%

Accounting

RWA: 93.2bn

of which:Italease 9.8bn

The positive impact coming from the tax

release on goodwill and other intangible

assets, estimated at 20bps, is due to become

effective in Q4 2011.

30/09/11

Capital adequacy

Still based on Standard

MethodologyBanco Popolare Group Capital Ratios

Includes estimated tax releaseimpact on goodwill and other

intangible assets (+20 bps)

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2,879.4 3,293.7 3,522.5

4,337.0 4,215.04,110.0

1,708.8 1,938.52,236.6

373.0525.0428.9

31/12/2010 30/06/2011 30/09/2011

5,156.7 5,778.0 5,810.8

5,264.8 5,074.4 5,007.3

2,008.2 2,265.3 2,565.8

395.9555.3465.2

31/12/2010 30/06/2011 30/09/2011

10,242.1

-28.7%

+13.3%

-1.3%

+0.6%

9,354.1

-28.9%

+15.4%

-2.5%

+6.9%

+27.8%

- 4.9%

+12.7%

-14.9%

+30.9%

- 5.2%

+22.3%

-13.0%

+9.5%

+0.8% +2.7%

+6.9%

9,0 9,6

3,94,2 4,2

9,5

31/12/2010 30/06/2011 30/09/2011

6,5 7,1

2,93,2 3,1

6,8

31/12/2010 30/06/2011 30/09/2011

13.813.712.9 10.210.09.4

+6.9%

+0.8%

+9.5%

+2.7%

13,673.1 9,972.2

Asset quality: Group impaired loans

ItaleaseBP Standalone ItaleaseBP Standalone/bn /bn

Gross impaired loans Net impaired loans

%chg. vs.31/12/10

%chg. vs.31/12/10

/m /m

NPLs Watchlist Restructured Past Due NPLs Watchlist Restructured Past Due

12,894.913,779.7

25


26/30

Executive

Corporate

Division

Mid

Corporate

Large, Institutionsand Public

Entities

Institutions andPublic Entities

Structured

Finance

CommercialPlanning, Pricing

& Marketing Corp.

Representative Offices

BP London Branch

Foreign

Department

International

Division

Foreign Banks

BPLuxembourg

BP Croatia

BP Hungary

AT Leasing

Financial Institutions&

International Units

FinancialInstitutions

International Units

Corporate

Development

Financial Sector

Coverage

Banco Popolare: Corporate Division


27/30

Financial Institutions dedicated structures

Banco Popolares Corporate Department guarantees full coverage of Financial

Institutions through two dedicated structures.

The Financial Institutions team is in charge of relationships with international

correspondent banks, the main goal being to optimise the commercial and

transactional business as well as market penetration.

The Financial Sector Coverage team covers domestic and international financial

groups (banks and insurance companies) and focusses on both the financial side of

the relationships and risk profile assessment.

27


28/30

Financial Institutions team: main contacts

Giuliana RusiRelationship Manager

Australia, New Zealand, Spain, Portugal,

Greece, Balkans, Turkey, India, Sri Lanka,

Pakistan, Nepal+39 045 8675025

[email protected]

CUSTOMER SUPPORTVERONA: Tel. +39 045867.5551/5723 Fax +39 0458675412

LODI: Tel. +39 0371582.323/338 Fax +39 0371580762

[email protected]

Adelina AchilliRelationship Manager

France, Switzerland, Germany,

Canada, USA & Americas+39 0371 582346

[email protected]

Gabriella DentiRelationship Manager

UK, Ireland, Austria, Benelux, CEE,

Scandinavian & Baltic Countries+39 0371 580391

[email protected]

Angelo ScalaRelationship Manager

Africa, Asia & Middle East+39 045 8675213

[email protected]

28

Massimo Paolini

Head

Relationship Manager

Russia & C.I.S. Countries

+39 0371 580020 - [email protected]


29/30

Financial Sector Coverage team: main contacts

Luigi BertelHead of the Public Entities and Financial Sector Coverage Department

International Banks

Nicoletta Zangrandi

+39 0371 580 036

[email protected]

Vronique M. Manzoni

+39 0371 580 390

[email protected]

Domestic Banks

Angelo Vigo

+39 0371 580 746

[email protected]

Eugenio Bracchi

+39 0371 580 [email protected]

29


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Disclaimer

In connection with the proposed business combination, the required information document will be sent to Commissione Nazionale per le Societ e la Borsa(CONSOB). Investors are strongly advised to read the documents that will be sent to CONSOB, the registration statement and prospectus, if and when available, and

any other relevant documents sent to CONSOB, as well as any amendments or supplements to those documents, because they will contain important information.This presentation is being supplied to you solely for your information and may not be further distributed or passed on to any other person or published, in whole or inpart, for any purpose. Neither this presentation nor any copy of it may be taken or transmitted into the United States, Canada, Australia or Japan or distributed,

directly or indirectly, in the United States, Canada or Australia or distributed or redistributed in Japan or to any resident thereof. The distribution of this presentation inother jurisdictions may be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of, andobserve, 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 di Verona e Novara or any member of its group, any securities of Banca Popolare Italiana 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 di Verona e Novara or anymember of its group, any securities of Banca Popolare Italiana or any member of its group or any commitment whatsoever. Persons who intend to participate in the

proposed tender offers are reminded that any such participation may only be made solely on the basis of the information contained in the respective offer documentsto be issued by Banco Popolare di Verona e Novara and Banca Popolare Italiana in accordance with the relevant tender offer and securities laws regulations which

may be different from the information contained in this presentation. The information contained in this presentation is not for publication, release or distribution in

Australia, Canada, Japan or the United States (within the meaning of Regulation S under the US Securities Act of 1933, as amended (the "Securities Act")). Thispresentation and the information contained herein are not an offer of securities for sale in the United States and may not be viewed by persons in the United Statesexcept for qualified institutional buyers (as defined in Rule 144A under the Securities Act) (QIBs). The securities proposed to be offered in Banco Popolare di Verona

e Novara have not been and will not be registered under the Securities Act and may not be offered or sold in the United States except to QIBs in reliance on an

exemption from, or transaction not subject to, the registration requirements of the Securities Act.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 di Verona e Novara and Banca Popolare Italiana and theircombined business after completion of the proposed business combination. 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 andassumptions which could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These include, among

other factors, the satisfaction of the conditions of the offering, changing business or other market conditions and the prospects for growth anticipated by the Banco

Popolare di Verona e Novaras and Banca Popolare Italianas management. These and other factors could adversely affect the outcome and financial effects of theplans and events described herein. Forward-looking statements contained in this presentation regarding past trends or activities should not be taken as a

representation that such trends or activities will continue in the future. Banco Popolare di Verona e Novara and Banca Popolare Italiana do not undertake anyobligation 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.

30

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