THE MERGER OF BANCA CATTOLICA INTO THE CREVAL GROUP IS AUTHORISED BY BANCA D ITALIA AND THE ANTITRUST AUTHORITIES.

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1 PRESS RELEASE CREDITO VALTELLINESE S.c. SUBMITS THE PROSPECTUS TO CONSOB FOR THE PUBLIC OFFER OF PURCHASE AND EXCHANGE ( EQUITY SWAP or SWAP ) OF A MAXIMUM OF 507,901 SHARES OF BANCA COOPERATIVA CATTOLICA S.c. THE MERGER OF BANCA CATTOLICA INTO THE CREVAL GROUP IS AUTHORISED BY BANCA D ITALIA AND THE ANTITRUST AUTHORITIES. Sondrio, 17 September 2009 Today Credito Valtellinese, pursuant to and in accordance with article 102, paragraph 3 of Legislative Decree no. 58 dated 24 February 1998 (the Financial Brokerage Consolidation Act - TUIF) and article 37 of the Regulation adopted by CONSOB with Resolution no dated 14 May 1999, as subsequently amended and supplemented (the Issuer Regulations ), submitted notification regarding the public offer of purchase and exchange (the Equity Swap ) relating to a maximum of 507,901 ordinary shares of Banca Cooperativa Cattolica S.c. ( Banca Cattolica or BC or the Issuer ) to the National Commission for Enterprise and the Stock Market ( CONSOB ). The aforementioned notification to Consob was accompanied by the prospectus on the basis of the provisions set forth in Annex 2 of the Issuer Regulations (the Prospectus ). As already announced to the market (the latest through a notice under art. 102, paragraph 1, TUIF on 10 September), the Equity Swap is part of a transaction resolved upon by the Board of Directors of Credito Valtellinese on 14 July 2009 regarding the merger of Banca Cattolica into the Credito Valtellinese Group. Credito Valtellinese and Banca Cattolica have also received the required authorisation for the completion of the transaction from Banca d Italia and the Antitrust Authorities. With regard to the Equity Swap, the following fundamental elements of the Equity Swap are illustrated below. For a full description of said Equity Swap, please refer to the Prospectus, which will be made available according to legal requirements, following approval for the circulation of the same by Consob. 1. PARTIES TO THE EQUITY SWAP 1.1 Bidder and, simultaneously, issuer of the financial instruments offered as payment

2 The Bidder is Credito Valtellinese S.c., with registered office in Sondrio, piazza Quadrivio no. 8, enrolled on the Company Register of Sondrio under no , as well as on the Banking Register under number 489, with financial instruments listed on the Electronic Stock Exchange (MTA). Credito Valtellinese is the parent company of the Banking group Credito Valtellinese (the Creval Group ). Credito Valtellinese, structured as a cooperative bank, is also distinguished by the fact that, vis-à-vis the company, no-one may hold shares corresponding to more than 0.50% of share capital. The aforementioned prohibition does not apply to undertakings for collective investment on transferable securities, for which the limits envisaged by the regulations pertinent to each apply. As of today s date, on the basis of the information contained in the shareholders register and other information available from the Bidder, it can be seen that only one shareholder, Axa Rosemberg Group LLC (savings management company) directly or indirectly holds financial instruments corresponding to capital with voting rights representing over 2% of the share capital of Credito Valtellinese (precisely 2.05%). Furthermore, pursuant to art. 30 of Legislative Decree no. 358 dated 1 September 1993, ( Consolidated Law on Banking - TUB) and on the basis of the provisions of the Bidder s articles of association, each shareholder may only make one vote at shareholders meetings of Credito Valtellinese regardless of the number of shares held by the same. By virtue of the cited article of law and the articles of association and considering the limits to share participation illustrated above, as of the date of this notification, no natural or legal person exercises control over Credito Valtellinese. As of today s date, the Bidder is not aware of any shareholders agreements between the shareholders of Credito Valtellinese. 1.2 Issuer The Equity Swap will be made on a maximum of 507,901 ordinary shares of Banca Cooperativa Cattolica S.c., with registered office in Montefiascone (VT), via Cardinal Salotti no. 6, share capital of 1,644,329 fully subscribed and paid up, divided into 634,876 ordinary shares with a nominal unit value of 2.59 each ( Share Capital ), entered on the Company Register of Viterbo under no. 456, tax code and VAT number , as well as enrolled on the Banking Register under number The Issuer is structured as a cooperative bank, whose current articles of association comply with the provisions of art. 30 of the TUB, namely: - each shareholder, regardless of the number and the value of the shares held, holds only one voting right at shareholders meeting; - no shareholder may hold shares corresponding to more than 0.50% of share capital. This limit does not apply to undertakings for collective investment on transferable securities, for which the limits envisaged by the regulations pertinent to each apply; - the minimum number of shareholders may not be less than two hundred;

3 - the board of directors may reject an application to become a shareholder; the grounds of said rejection must refer to the interests of the company, to provisions of the articles of association and to the cooperative nature of the company. The share capital is divided between 1,952 Shareholders. Banca Cattolica, structured as a cooperative bank, is also distinguished by the fact that, vis-à-vis the company, no-one may hold shares corresponding to more than 0.50% of share capital. As of today s date, on the basis of the information available from the Issuer, it can be seen that only one shareholder directly holds financial instruments corresponding to capital with voting rights representing over 0.50% of the share capital of Banca Cattolica (precisely 0.78%). Furthermore, as of today s date, the Issuer is not aware of (i) any shareholders agreements between the shareholders of BC, or (ii) the presence of any natural or legal person able to exercise control over BC. The shares of the Issuer are not listed on any regulated market in Italy or abroad, but are widelydistributed among the public pursuant to and in accordance with art. 116 of the Consolidation Act and relative regulations implementing the same. Banca Cattolica is registered on the list of issuers of common financial instruments issued by Consob the latest Resolution for which is no dated 24 February 2009, under no LEGAL PREMISES, FINANCIAL INSTRUMENTS COVERED BY THE EQUITY SWAP AND CONSIDERATION 2.1 Legal premises and characteristics of the Equity Swap The Equity Swap is a public offer of purchase and exchange promoted pursuant to article 102 of the Consolidation Act, which will be carried out, following the receipt of the necessary authorisations from the competent Supervisory Authorities, in accordance with the provisions contained in the framework agreement signed by the Bidder and the Issuer on 14 July 2009 (the Framework Agreement ). The appropriate notification of said Agreement was given pursuant to art. 114 of the Consolidation Act, also on 14 July The Equity Swap is part of a wider and more complex transaction to enable BC to join the Creval Group. The key steps, disciplined by the Framework Agreement are summarised below The Equity Swap Public Offer of Purchase and Exchange promoted by Creval on a voluntary basis and regarding a maximum of 80% of the Share Capital of BC, and therefore 507,901 ordinary BC shares. The Equity Swap will become effective when the following two conditions are satisfied (collectively, the Conditions for Effectiveness ): (i) First Condition for Effectiveness Subscription to the Equity Swap by a number of BC shareholders that hold at least 50.1% of the Share Capital of BC; and

4 (ii) Second Condition for Effectiveness Entry in the Company Register of the resolution to transform BC from a cooperative company into a public limited company and consequent adoption of new articles of association, whose content is compliant with that illustrated in the Framework Agreement (the New Articles of Association ). As regards the Second Condition of Effectiveness, the Equity Swap expressly envisages that those that adhere to the same irrevocably waiver the exercise of their withdrawal rights on all BC Shares, even those that are not associated to the adhesion to the Equity Swap or that will not be purchased by Creval, following the Allocation (as defined below), that are held on the date on which the Shareholders Meeting of BC, convened to resolve on the transformation into a public limited company, will be held The transformation of Banca Cattolica into a public limited company and the adoption of the New Articles of Association The Extraordinary Shareholders Meeting of Banca Cattolica, through the transformation of BC from a cooperative into a public limited company and the adoption of the New Articles of Association on the agenda, has already been convened by the Board of Directors of Banca Cattolica on 10 September The Board also awarded its Chairman all powers to identify the dates on which the shareholders meeting will be convened at the end of the Equity Swap s subscription period. Those holding BC Shares that have not subscribed to the Equity Swap and have not voted on the resolution to transform BC into a public limited company will have the right to withdraw and request the liquidation of their shares pursuant to and in accordance with articles 2437 and subsequent of the Italian civil code. The liquidation value of ordinary BC shares will be established by the Board of Directors of the same pursuant to art ter of the Italian civil code, after hearing the opinion of the Board of Statutory Auditors of BC and that of the party assigned to audit the Issuer. On 10 September 2009, the Board of Directors of Banca Cattolica awarded said assignment to KPMG Corporate Finance, a division of KPMG Advisory S.p.A., in order to assist the board to assess the financial congruity of the consideration offered by Credito Valtellinese under the Equity Swap on ordinary shares of Banca Cattolica and the calculation of the liquidation price of the ordinary BC shares by the Board of Directors pursuant to art ter of the Italian civil code The appointment of the new Board of Directors of BC Once the Equity Swap has been successfully concluded and, therefore all of the Conditions for Effectiveness to which the same is subject, have been satisfied, an ordinary shareholders meeting of Banca Cattolica will be held for the appointment of the Bank s new Board of Directors, on the basis of the list voting procedure introduced by the New Articles of Association. 2.2 Authorisations The dates on which the applications for authorisations were sent to the competent Authorities are illustrated here below, with in brackets the provisions issued for said authorisations:

5 - by the Bidder: July 2009: application to Banca d Italia to acquire control of BC (authorisation granted with provision dated 15 September 2009 protocol no ); July 2009: notification to the Monopolies and Mergers Commission for antitrust purposes (authorisation granted with provision no published in the Bulletin of the Monopolies and Mergers Commission no. 34 dated 14 September 2009); - by the Issuer: July 2009: application to Banca d Italia for authorisation to transform the company from a cooperative to a public limited company and adoption of the New Articles of Association (authorised with provision no. 637 dated 14 September Shares covered by the Equity Swap The Equity Swap entails an irrevocable offer to purchase and exchange, that Credito Valtellinese makes indiscriminately and on equal terms to all BC shareholders for the purpose of purchasing, on satisfaction of both Conditions for Effectiveness: - not less than 317,502 BC Shares, corresponding to 50.01% of the Issuer s Share Capital (the Minimum Number of BC Shares Covered by the Equity Swap ), and - up to a maximum of no. 507,901 BC Shares, corresponding to 80% of the Issuer s Share Capital (the Maximum Number of BC Shares Covered by the Equity Swap ), with the same free of any prejudicial constraint, burden or encumbrance, against payment of the Total Unit Consideration (as established in Paragraph 2.4 below) for each BC Share. 2.4 Consideration of the Equity Swap Following satisfaction of the Conditions for Effectiveness, the Bidder will pay a total consideration for each BC share purchased as an outcome of the Equity Swap, comprising: A) a part to be paid in cash, corresponding to Euro 63,00 (the Cash Component ); and, B) a part in ordinary Credito Valtellinese S.c. shares, listed on the Electronic Stock Market (MTA) organised and managed by Borsa Italiana S.p.A. and previously owned by the Bidder ( CV Shares ), if necessary, supplemented by an additional sum in cash (the Share Component with possible Cash Compensatory Amount ). The Share Component with possible Cash Compensatory Amount will be calculated, the day before the payment date of the consideration offered (the Payment Date ), as follows: for each BC share subscribed to the Equity Swap, a number of CV Shares will be allocated, in any event not exceeding 4, resulting from the ratio, rounded down, of (a) to (b) the lower between (b.1) the weighted average official price as defined in article of the Regulations of Markets Organised and Managed by Borsa Italiana (the Official Price ) of CV Shares in the three days immediately prior to the Payment Date and (b.2) the weighted average Official Price of CV Shares in the thirty days

6 prior to the Payment Date, plus in any event, any cash compensatory amount up to the total of Based on standard valuation criteria for the CV Shares offered in exchange as illustrated above (the Standard Valuation Criteria ), and without prejudice to the unpredictable trading performance of CV shares as at the Payment Date, compared to the performance of the same in the periods used as reference for the Standard Valuation Criteria, the consideration offered (corresponding to the sum of the Cash Component and the Share Component with possible Cash Compensatory Amount) has been set at (the Total Unit Consideration ) for each BC Share subscribed to the Equity Swap. 2.5 Payment Date of the consideration The consideration will be paid on the third day of Stock Market trading following the satisfaction of the last of the Conditions for Effectiveness of the Equity Swap (the Payment Date ). The Payment Date will in any event be notified by the Bidder by means of a notification to the market and will also be indicated in the specific notice published in at least one national newspaper. On the Payment Date, the Bidder will provide for: - payment of the Cash Component to the current accounts indicated by subscribers to the Equity Swap on the appropriate subscription form (the Subscription Form ); - making the CV Shares representing the Share Component with possible Cash Compensatory Amount available in the securities deposit accounts of subscribers to the Equity Swap, indicated on the Subscription Form; - payment of the Cash Compensatory Amount of the Share Component with possible Cash Compensatory Amount to the current accounts indicated by subscribers to the Equity Swap on the appropriate Subscription Form. For the entire period for which BC Shares are tied up to the Equity Swap, and therefore from the subscription date to the Payment Date, or up until the date on which the shares are returned to their current owner in the event of allocation or failure to satisfy the Conditions for Effectiveness, BC shareholders subscribing to the Equity Swap may exercise capital rights (for example option rights) or administrative rights (such as voting rights) relative to the BC Shares, with the exception of withdrawal rights. However, during the same period, the BC shareholders subscribing to the Equity Swap may not partly or fully sell the BC Shares used to subscribe to the Equity Swap or in any event enter into agreements regarding said Shares. Said period shall include, beyond the term of the Equity Swap, also the time needed (i) to hold the extraordinary shareholders meeting to resolve on the transformation of the Issuer from cooperative to public limited company, (ii) to obtain the entry of the relative resolution in the Company register and, if all conditions are satisfied (iii) to pay the Total Unit Consideration for each BC Share. 3. CONDITIONS FOR EFFECTIVENESS OF THE EQUITY SWAP, ALLOCATION OPTION AND WITHDRAWAL RIGHTS OF BC SHAREHOLDERS 3.1 Conditions for effectiveness of the Equity Swap

7 As anticipated in point above, the Equity Swap is expressly subordinate to the following Conditions of Effectiveness: (i). First Condition for Effectiveness: at the end of the subscription period, subscriptions to the Equity Swap shall be such as to permit the Bidder to hold at least 317,502 BC Shares and that the same represent at least 50.01% of the Share Capital of Banca Cattolica on the end date of the Equity Swap; (ii). Second Condition for Effectiveness: following the necessary authorisations, entry in the Company Register of Viterbo of the resolution of the extraordinary shareholders meeting of Banca Cattolica to transform the Issuer into a public limited company and adoption of new articles of association. Following the satisfaction of both Conditions for Effectiveness, the notice envisaged by art. 41, paragraph 5 of the Issuer Regulations will be published in a national daily newspaper. If the abovementioned Conditions for effectiveness are not satisfied, the BC Shares used to subscribe to the Equity Swap will be made available to the BC shareholders subscribing to the Equity Swap within the second trading day following the notification of the failure to satisfy the Conditions for Effectiveness, which will be disclosed by the Bidder. 3.2 Allocation option In the event in which the number of ordinary shares of Banca Cattolica subscribed to the Equity Swap exceeds the Maximum Number of BC Shares Covered by the Equity Swap (i.e. 507,901 ordinary BC shares, corresponding to 80% of the Issuer s Share Capital), allocation according to a pro-rata method will be applied, on the basis of which the Bidder will purchase the same proportion of the ordinary Banca Cattolica Shares subscribed to the Equity Swap from all BC shareholders (the Allocation ). 3.3 Right of withdrawal of BC shareholders Subscribers to the Equity Swap, will waive, in advance and irrevocably, the exercise of their withdrawal rights pursuant to art. 2437, paragraph 1, letter b), of the Italian civil code and art. 31 of the TUB following the transformation of Banca Cattolica into a public limited company. Said waiver is expressly stated in the Subscription Form and, therefore, by completing and submitting the Subscription Form, each BC shareholder subscribing to the Equity Swap waives his right to withdraw following the transformation of Banca Cattolica into a public limited company, with relation to all of the shares held by the same (on the date on which the BC shareholders meeting convened to resolve on the transformation into a public limited company will be held) including those not used to subscribe to the Equity Swap, or not purchased by Creval following the application of the Allocation).

8 Holders of ordinary BC shares that have not subscribed to the Equity Swap and have not voted for the adoption of the resolution to transform BC into a public limited company will have the right to withdraw (if the transformation resolution is passed) and to ask for the liquidation of their shares pursuant to and in accordance with articles 2437 and subsequent of the Italian civil code. The liquidation value of the ordinary BC shares will be established by the Board of Directors of the same pursuant to art ter of the Italian civil code, after hearing the opinion of the Board of Statutory Auditors of BC and that of the party assigned to audit the Issuer. In particular, said liquidation value will be included in the Prospectus. In accordance with the liquidation procedure envisaged by article 2437-quater of the Italian civil code, the shares for which the right to withdraw is exercised, will be offered under option at their liquidation value as indicated above to holders of BC shares, in amounts proportional to their shareholdings. BC shareholders that exercise their option rights also have pre-emption rights on the BC shares for which option rights have not been exercised, on condition that they have not expressly made request to exercise their option rights at the same time. 4. MARKETS ON WHICH THE EQUITY SWAP IS PROMOTED The Equity Swap is promoted in Italy, and is addressed, on equal terms, to all BC shareholders. Subscription to the Equity Swap by parties resident in countries other than Italy may be subject to specific legal or regulatory obligations or restrictions. The Prospectus contains specific indications in this regard. 5. PERIOD OF SUBSCRIPTION TO THE EQUITY SWAP The period of subscription to the Equity Swap (the Subscription Period ) will be agreed by the Bidder with Consob, pursuant to art. 40, paragraph 2 of the Issuer Regulations. 6. SUBSCRIPTIONS TO THE EQUITY SWAP Subscription by BC shareholders (or representatives empowered by the same) to the Equity Swap is irrevocable, without prejudice to the possibility to subscribe to one or more competing offers or relaunches after the publication of the same, pursuant to art. 44 of the Issuer Regulations. Therefore, with the exception of the cases of withdrawal permitted by current legislation, following subscription, it will not be possible to sell or perform any transaction on BC Shares, for the entire period for which the same remain bound to the Equity Swap. The irrevocable period of the subscription and therefore the non-availability of BC Shares, will extend beyond the term of the Equity Swap to include the time needed (i) to hold the extraordinary shareholders meeting of BC to resolve on the transformation of the Banca Cattolica from cooperative to public limited company, (ii) to obtain the entry of the relative resolution in the Company register and, if all Conditions of Effectiveness are satisfied (iii) to pay the Total Unit Consideration for each BC Share.

9 Subscription to the Equity Swap must take place through the submission of the Subscription Form, duly completed and signed, and the simultaneous deposit of the BC Shares with an Assigned Broker. The Subscription Form must include an indication, inter alia, in the field regarding shares, the number of BC Shares for which the holder intends to subscribe to the Equity Swap. The BC Shares must be free of constraints and burdens of any nature and must be able to be freely transferred to the Bidder. 7. PURPOSE OF THE ACQUISITION The acquisition of Banca Cattolica by the Bidder is in line with the Creval Group s strategic plan, which identifies Central Italy as one of the primary areas for territorial development, with a view to gradual expansion to new territories adjoining to those in which the Group already operates. More specifically, with a view to expansion driven by external factors, the plan sees the Lazio region as a strategic opportunity able to strengthen the presence of the Group in central Italy, where in 2008, Credito Valtellinese acquired Cassa di Risparmio di Fano, which operates with 43 branches in Marches, Emilia Romagna and Umbria. In line with said objective, the area in which Banca Cattolica operates (mainly Viterbo) has been identified as a market of considerable interest, both due to the characteristics of the local economy and to the quality of the bank s clientele. Banca Cattolica, which specialises in traditional credit brokerage, has deep roots in the area it operates in, working on the basis of a business model focused on retail banking, with principles, values and operating procedures similar to those that have always characterised the modus operandi of the Credito Valtellinese Group. The CV Shares offered in exchange will also enable BC shareholders subscribing to the Equity Swap to maintain an equity investment in a cooperative bank that shares the same principles as the Issuer, extending over a wider area, in the hands of individual local banks of the Creval Group. 8. MAXIMUM DISBURSEMENT AND GUARANTEES OF PROPER FULFILMENT Given the characteristics of the Total Unit Consideration, the maximum total disbursement of the Equity Swap for Credito Valtellinese (Maximum Total Disbursement ) is determined as the sum of : - the maximum disbursement for the Cash Component, corresponding to for the Maximum Number of BC Shares covered by the Equity Swap (507,901 shares) and therefore a total of 31,997,763 (Maximum Disbursement for the Cash Component ); - the maximum disbursement for the Share Component with possible Cash Compensatory Amount, which,, however, due to the calculation on the basis of the Standard Valuation Criteria, the value of the CV Shares allocated to the swap only on the day prior to the Payment Date, cannot be accurately calculated. Nevertheless, by offering a maximum of 4 CV Shares for each BC Share subscribed to the Equity Swap, the maximum number of CV Shares that could be allocated on the Payment Date corresponds to 4 times the Maximum Number of BC Shares Covered by the Equity Swap (no. 507,901) and therefore a total of 2,031,604 ordinary Creval shares (the Maximum Quantity of CV Shares ).

10 Furthermore, as Credito Valtellinese is bound to provide for a possible cash compensatory amount of up to solely for the purpose of the guarantee requested it could be assumed that the maximum amount to be paid by way of cash compensatory amount cannot be more, strictly in theory, to times the Maximum Number of BC Shares covered by the Equity Swap (507,901 shares) and therefore a total of 13,713,327 ( Maximum Disbursement for Cash Compensatory Amount ). Pursuant to art. 37, paragraph 1, of the Issuer Regulations, Credito Valtellinese will arrange for a guarantee to be set in place for the proper fulfilment of the payment obligations undertaken as regards the Equity Swap by the beginning of the subscription period. 9. MEANS OF FINANCING OF THE TRANSACTION As regards the Maximum Disbursement for the Cash Component and the Maximum Disbursement for the Cash Compensatory Amount, the transaction will be financed by the Bidder s own means. Vice versa, the Maximum Quantity of CV Shares will be made available by the Bidder through use of what is known as the stock of securities set in place by Credito Valtellinese by virtue of a specific resolution of the shareholders meeting held on 18 April 2009 and in compliance with approved practice no. 2 adopted by this Commission with resolution no dated 19 March ANNOUNCEMENT OF THE ISSUER The announcement prepared by the Issuer pursuant to the joint provisions of articles 103, paragraph 3 and 3-bis, TUIF and art. 39 of the Issuer Regulations (the Announcement of the Issuer), containing all information pertinent to the comprehension of the Equity Swap, as well as an evaluation by the Board of Directors of the Issuer of said Equity Swap, also regarding the interests of the company and the employment levels of the same, will be approved following an analysis by Consob. The announcement will be promptly transmitted to Consob and included under Paragraph N of the Prospectus. 11. MEANS OF CIRCULATION OF THE PROSPECTUS The Prospectus will be made available to the public in the following ways: (i) notice to be published in a national daily newspaper, containing the news that the green light has been received for publication of the Prospectus from Consob and its delivery to the Assigned Brokers, as well as certain fundamental elements of the Equity Swap (consideration, quantity of shares, subscription period and brokers from whom the Prospectus can be obtained); (ii) deposit at the registered office of the Issuer and of the Bidder; (iii) deposit at the branches of the Assigned Brokers; (iv) inclusion on the website of the Creval Group, address

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