SECTION H - INFORMATION ON TRANSACTIONS WITH RELATED PARTIES

Transcription

1 SECTION H - INFORMATION ON TRANSACTIONS WITH RELATED PARTIES 1. Information regarding compensation of Directors and Top Managers with strategic responsibilities Pursuant to art. 78 of the Enacting Regulation of L.D. n. 58 of 24 February 1998, governing the code of conduct of issuers, the tables below illustrate the compensations paid to the Directors of the Supervisory and Management s, the General Managers and Managers with key responsibilities of Banco Popolare. The Heads of Banco s Departments were identified as managers with key responsibilities: Operations Legal Affairs and Compliance Human Resources - Finance, Corporate Center and Equity Investments - Corporate Retail Lending; together with the Manager responsible for preparing the corporate financial reports and the heads of the Group Audit and Risk Management Services. Individual Description of the office Compensation (thousands of euro) Surname and name Office Office term Remuneration for the office (1) Non-monetary benefits (2) Bonuses and other incentives considerations (3) Amount Title Supervisory Fratta Pasini Carlo Chairman of the Supervisory (x1)(x2)(x3) Giarda Dino Piero Deputy Vice Chairman of the Supervisory (x1)(x2)(x3) Comoli Maurizio Vice Chairman of the Supervisory (x2) (x3) (x4) (x5¹) (x6) Boroli Marco Supervisory (x2) Buffelli Giuliano Supervisory (x4)(x5²)(x6) Castellotti Guido Duccio Supervisory (x2) Coccoli Costantino Supervisory (x2) (x3) Erba Gabriele Camillo (*) Supervisory (x4) (d) 5 (d1) Filippa Gianni (*) Supervisory (x1) Guidi Andrea (*) Supervisory (x1) Manzonetto Pietro Supervisory (x5³) (x6) Marino Maurizio Supervisory (x2) Minoja Mario Supervisory (x5)(x6)(x7) Rana Gian Luca Supervisory (x2)(x3) Rangoni Machiavelli Claudio Supervisory (x5)(x6) Ravanelli Fabio Supervisory (x1)(x54)(x6) Sonato Alfonso Supervisory (x5)(x6) (e) Squintani Angelo Supervisory (x1)(x2) Veronesi Sandro (*) Supervisory (x1) Zanini Tommaso (*) Supervisory (x1) Management Coda Vittorio Chairman of the Management (x8) Saviotti Pier Francesco Chief Executive Officer with Vice Chairman functions , (a) - - Baronio Franco (x8) 36 (b) (f) and General Manager until 30/01/ (f1) Cariello Alfredo (x8) (g) - (g1) Civaschi Aldo (**) Corsi Luigi De Angelis Domenico (x8) 45 (b) (h) - (h1) - (h2) Di Maio Maurizio (x8) 65 (b) (i) - (i1) Fagioli Marzocchi Enrico Maria until 01/02/ (x8) (l) - (l1) 1 (l2) 1 (l3)

2 Individual Description of the office Compensation (thousands of euro) Surname and name Office Office term Remuneration for the office (1) Non-monetary benefits (2) Bonuses and other incentives considerations (3) Amount Title Faroni Maurizio Minolfi Massimo and General Manager (x8) 27 (c) (m) 21 (m1) - (m2) until 08/04/ (x8) 7 (c) - 2,729 (n) - (n1) - (n2) Papa Giorgio (***) (x9) 16 (c) (o) - (o1) Romanin Jacur Roberto Sironi Andrea (p) managers with strategic managers with strategic responsibilities responsibilities permanent (b) - 1,727 (q) (****) 35 (q1) (*) Appointed by the Shareholders meeting on 25 April 2009 (**) Appointed by the Supervisory on 15 September 2009 (***) Appointed by the Supervisory 28 July 2009 (****) Compensation paid to the Heads of the following Departments: Operations Legal Affairs and Compliance Human Resources, and to the Manager responsible for preparing corporate financial reports for the entire FY 2009, while for the Heads of the Corporate, Retail and Lending Departments as from 17 September 2009 and for the Heads of Group Audit and Risk Management Services as from 10 December 2009 (1) inclusive of accrued considerations approved by the AGM or by the Supervisory, considerations under art civil code, and attendance counters (x1) inclusive of compensation as member of the Management Monitoring Committee (x2) inclusive of compensation as member of the Nomination and Remuneration Committee (x3) inclusive of compensation as member of the Strategic Committee (x4) inclusive of compensation as member of the Financial Statements Committee (x5) inclusive of compensation as member of the Control Committee (x5¹) inclusive of compensation as member of the Control Committee until 15 June 2009 (x5²) inclusive of compensation as Secretary of the Control Committee (x5³) inclusive of compensation as Chairman of the Control Committee (x54) inclusive of compensation as member of the Control Committee as from 16 June 2009 (x6) attendance counters for attending the meetings of the Control Committee, the Management and the of Directors of the companies of the Group (x7) inclusive of compensation and attendance counters for the office filled in the Surveillance Body pursuant to Lgs. D. 231/01 (x8) attendance counters for attending the meetings of the Management were passed on to Banco Popolare (x9) the compensation for the office of was passed on to Banco Popolare as the office is dependent on the employment relationship (2) estimated amount (a) inclusive of lodging, health insurance and accident insurance (b) inclusive of car, lodging, pension funds, health insurance and accident insurance (c) inclusive of car, pension funds, health insurance and accident insurance (3) reason for granting other considerations (d) for the office of Chairman of the of Statutory Auditors of Banca Popolare di Verona - SGSP S.p.A. from 25/04/2009 to 31/12/2009 (d1) for the office of Standing statutory auditor of Società Gestione Crediti BP from 25/04/2009 to 31/12/2009 (e) for the office of Standing statutory auditor of Aletti & C Banca di Investimento Mobiliare S.p.A. in FY 2009 (f) inclusive of gross remuneration and termination benefits (f1) for the offices of Managing director in FY 2009 and member of the Executive Committee of BPV-SGSP S.p.A. until 30/06/2009, Director of Aletti & C. Banca di Investimento Mobiliare S.p.A. until 09/04/2009 and Director and member of the Executive Committee of Credito Bergamasco S.p.A. until 18/04/2009 the compensation due was passed on to Banco Popolare (g) Managing Director of Cassa di Risparmio di Lucca Pisa Livorno in FY 2009 (amount includes car) (g1) for the offices of Director and member of the Executive Committee of BPV - SGSP S.p.A. until 28/04/2009 and of Vice Chairman of Cassa di Risparmio di Lucca Pisa Livorno from 14/04/2009 to 31/12/2009 the compensation due was passed on to Banco Popolare (h) inclusive of gross remuneration and termination benefits (of which gross 211,000 as a payment under the contract, committed for loyalty-building reasons and available only as at 31/12/2013 if the employment relation is still in existence and excepting the possibility of using it during this time to purchase and/or bonds to be deposited in a specific fixed securities account) (h1) for the offices of Managing Director in FY 2009 and member of the Executive Committee until 06/07/2009 of Banca Popolare di Novara S.p.A., of Director of Aletti & C. Banca di Investimento Mobiliare until 09/04/2009, of Director in FY 2009 and member of the Executive Committee until 17/07/2009 of Banca Popolare di Lodi the compensation due was passed on to Banco Popolare (h2) For the offices of Chairman of the Supervisory of Banco Popolare Croatia until 20/07/2009, of Banco Popolare Hungary until 03/11/2009, of Banco Popolare Ceska Republica until 26/06/2009 and of Auto Trading Leasing IFN until 16/10/2009 no compensation is foreseen (i) inclusive of gross remuneration and termination benefits (of which gross as a payment under the contract, committed for loyalty-building reasons and available only as at 31/12/2013 if the employment relation is still in existence and excepting the possibility of using it during this time to purchase and/or bonds to be deposited in a specific fixed securities account) (i1) For the offices of Managing Director and member of the Executive Committee of Credito Bergamasco until 03/02/2009, of Managing Director in FY 2009 and member of the Executive Committee until 17/07/2009 of Banca Popolare di Lodi the compensation due was passed on to Banco Popolare (l) Managing Director and member of the Executive Committee of Efibanca S.p.A. until 01/02/2009 (inclusive of car and lodging) (l1) for the offices of Chairman of Efimmobiliare S.p.A. and of Director of Efigestioni SGR S.p.A. in liquidation until 30/01/2009 no compensation is foreseen (l2) Director of Partecipazioni Italiane S.p.A. until 30/01/2009 (l3) Director of Bormioli Rocco e Figlio S.p.A. until 30/01/2009 (m) inclusive of gross remuneration and termination benefits (of which gross as a payment under the contract, committed for loyalty-building reasons and available only as at 31/12/2013 if the employment relation is still in existence and excepting the possibility of using it during this time to purchase and/or bonds to be deposited in a specific fixed securities account) (m1) Managing Director of Banca Aletti & C. S.p.A. until 09/04/2009 (m2) for the offices of Chairman of Aletti Gestielle Alternative SGR S.p.A., Director of Valori Finanziaria S.p.A. until 07/04/2009, Director in FY 2009 and Vice Chairman from 27/04/2009 and member of the Executive Committee until 30/06/2009 of Efibanca S.p.A., Director of Aletti Gestielle SGR S.p.A., Director in FY 2009 e member of the Executive Committee until 06/07/2009 of Banca Popolare di Novara S.p.A., Director and member of the Executive Committee of Credito Bergamasco S.p.A., Director, Vice Chairman and member of the Executive Committee of Banca Italease S.p.A. the compensation due was passed on to Banco Popolare (n) inclusive of compensation until 8 April 2009 and of what was due after the termination of the employment relationship (n1) for the offices of Vice Chairman and member of the Executive Committee of Efibanca S.p.A. until 08/04/2009, Managing Director and member of the Executive Committee of Banca Popolare di Lodi S.p.A. until 08/04/2009, Director of Bipielle Real Estate and of Cassa di Risparmio di Lucca Pisa e Livorno until 08/04/2009, Vice Chairman of Banca Italease S.p.A. until 08/04/2009 the compensation due was passed on to Banco Popolare (n2) for the offices of Member of the Supervisory of Banco Popolare Croatia, of Banco Popolare Hungary and of Banco Popolare Ceska Republica until 08/04/2009, and of Auto Trading Leasing IFN until 23/01/2009 no compensation is foreseen (o) inclusive of gross remuneration and termination benefits for the office of General Manager of Credito Bergamasco S.p.A. from 28/07/2009 (date of appointment as in Banco Popolare) (o1) for the offices of Director in FY 2009 and member of the Executive Committee until 06/07/2009 of Banca Popolare di Novara S.p.A. and of Director until 08/04/2009 of SGS BP the compensation due was passed on to Banco Popolare. (p) Director and Vice Chairman of Aletti & C. Banca di Investimento Mobiliare S.p.A. from 09/04/2009 (q) Total gross compensation, taking into account the appointment of which in note **** (inclusive of termination benefits, company bonus and for a manager of a gross payment under the contract, committed for loyalty-building reasons and available only as at 31/12/2013 if the employment relation is still in existence and excepting the possibility of using it during this time to purchase and/or bonds to be deposited in a specific fixed securities account) (q1) for office filled with companies of the Group

3 Compensation of managers with key responsibilities (thousands of euro) Managers with key responsibilities (*) Directors (**) Total annual compensation 1,542 10,036 Share of profit - - Total gross compensation retained for offices filled in the interest of the Group Short-term benefits - car lodging accident insurance health insurance Post-employment benefits - pension fund supplementary pension scheme 80 - Long-term benefits Employee termination benefits - termination benefits other benefits - 2,713 Share-based payments - stock assigned during the year stock grants assigned during the year share-based bonuses - - (*) Compensation for the entire FY 2009 of the Heads of the Operations, Human Resources, Legal Affairs and Compliance Departments and of the manager responsible for preparing the corporate financial accounts, while for the Heads of the Retail, Corporate and Lending Departments compensation as of 17 September 2009 and for the Heads of the Group Audit and Risk Management Services as of 10 December (**) Members of the Supervisory and of the Management (of which 2 also fill the office of General Manager and one is Head of the Finance Corporate Center and Equity Investments)

4 Disclosure pursuant to art. 78 of Consob Resolution n of 14 May 1999 Stock option stock grant directors and key managers Name and surname Office Options/ held as at 1 January 2009 Options/ granted in FY 2009 until 8 April 2009 Options/ d in FY 2009 until 8 April 2009 Options/ expired in FY 2009 until 8 April 2009 Options/ held as at 8 April 2009 (**) Massimo Minolfi Management and General Manager until 08/04/2009 (*) considering that the GAM was held on 25 April 2009 (**) date of resignation of Mr. Massimo Minolfi 175, May-2009 (*) , May-09 (*) stock option stock option Name and surname Office Options/ held as at 28 July 2009 (**) Options/ granted in FY 2009 until 28 July 2009 Options/ d in FY 2009 until 28 July 2009 Options/ expired in FY 2009 until 28 July 2009 Options/ held as at 31 December , May-2010 (*) , May-10 (*) Giorgio Papa Management from 28 July 2009 stock option stock option 7, Dec , Dec-2013 stock grant stock grant (*) considering that in FY 2010 the GAM shall be held on 24 April 2010 (**) date of appointment as of Mr. Giorgio Papa

5 Name and surname Office Options/ held as at 1 January 2009 Options/ granted in FY 2009 Options/ d in FY 2009 Options/ expired in FY 2009 Options/ held as at 31 December 2009 Maurizio Faroni Domenico De Angelis Maurizio Di Maio Managers Management 48, May-2009 (*) , May-10 (**) and CFO stock option stock option 85, May-2009 (*) , May-10 (**) Management and Manager stock option stock option 40, May-2009 (*) , May-10 (**) Management and Manager stock option stock option 104, May-2009 (*) , May-10 (**) managers with strategic responsibilities stock option stock option 15, Dec , Dec-2013 stock grant stock grant (*) considering that the GAM was held on 25 April 2009 (**) considering that in FY 2010 the GAM shall be held on 24 April 2010 Name and surname Office Options/ held as at 17 September 2009 (**) Options/ granted in FY 2009 as from 17 September 2009 Options/ d in FY 2009 as from 17 September 2009 Options/ expired in FY 2009 as from 17 September 2009 Options/ held as at 31 December 2009 Managers managers with strategic responsibilities since 17 September , May-2010 (*) , Mayo-10 (*) stock option stock option 10, Dec , Dec-2013 stock grant stock grant (*) considering that in FY 2010 the GAM shall be held on 24 April 2010 (**) date on which the Heads of the Corporate, Retail and Lending departments became key managers

6 Disclosure on shareholdings of directors and key managers In compliance with art. 79 of the Enacting regulation of Lgs. D. n. 58 of 24 February 1998 relating to Issuers Regulations, the table below indicates the of the Parent company and its subsidiaries held by the Members of the Supervisory, the Members of the Management, the General Managers and Key managers of Banco Popolare, as well as their spouses if not legally separated - and minor children, either directly or through subsidiaries, fiduciaries or through a nominee. Held and warrants Surname and name Investee company as at Shares and warrants purchased Shares and warrants sold as at Direct Indirect Direct Indirect Direct Indirect Direct Indirect Supervisory Fratta Pasini Carlo Banco Popolare - 145,119 42,119 30, ,119 42, Giarda Dino Piero Banco Popolare - 13,223 15,000 13,223 15,000 Banco Popolare - warrants 2,100-2,100 - Comoli Maurizio Banco Popolare - 46, ,040 46, ,040 Boroli Marco Banco Popolare - 128, ,549 - Buffelli Giuliano Banco Popolare - 1, ,430 7,000 1, , Castellotti Guido Duccio Banco Popolare - 5,000 3,000 2,000 5,000 5,000 Coccoli Costantino Banco Popolare - 1,560-1,560 - Erba Gabriele Camillo (since 25 April Banco Popolare Filippa Gianni (since 25 April Banco Popolare - 9, , Guidi Andrea (since 25 April Banco Popolare - 1, , Manzonetto Pietro Banco Popolare Marino Maurizio Banco Popolare - 6,177 10,553 6,177 10,553 Minoja Mario Banco Popolare - 1,033-1,033 - Rana Gian Luca Banco Popolare - 1,500 1,000 1,500 1,000 Rangoni Machiavelli Claudio Banco Popolare - 200,000 11,120 40, ,000 11, Ravanelli Fabio Banco Popolare - 30,000-30,000 - Sonato Alfonso Banco Popolare - 13, , Squintani Angelo Banco Popolare 3,443-3,443 - Banco Popolare - warrants 1,410-1,410 - Veronesi Sandro (since 25 April Banco Popolare - 16,600-5,000 21,600 - Zanini Tommaso (since 25 April Banco Popolare - 19,500 3,500 19,500 3,500 Management Coda Vittorio Banco Popolare - 13, , Saviotti Pier Francesco Banco Popolare - 41,293-41,293 - Minolfi Massimo Alfonso (until 8 April Banco Popolare - 195, , Baronio Franco Banco Popolare - 38, , Cariello Alfredo Banco Popolare - 2,700-2,000 4,700 - Civaschi Aldo (since 15 September Banco Popolare Corsi Luigi Banco Popolare - 2,120-2,120 - Banco Popolare - warrants 1,503-1,503 - De Angelis Domenico Banco Popolare - 105, , Di Maio Maurizio Banco Popolare - 169, ,985 - Fagioli Marzocchi Enrico Maria (until 1February Banco Popolare - 11,000-11,000 -

7 Held and warrants Surname and name Investee company as at Shares and warrants purchased Shares and warrants sold as at Direct Indirect Direct Indirect Direct Indirect Direct Indirect Faroni Maurizio Banco Popolare - 100, , Papa Giorgio (since 28 July Banco Popolare - 46, , Romanin Jacur Roberto Banco Popolare - 26,000 32,069 26,000 32,069 Sironi Andrea Banco Popolare Key managers Berlanda Marco (since 10 December Banco Popolare - 2,200-2,200 - Castelli Giancarlo (since 10 December Banco Popolare - 6, , Gaspardo Pietro (since 17 September Banco Popolare Marchetti Fabrizio (since 17 September Banco Popolare - 8, , Menestrina Lucio Banco Popolare - 10,000-10,000 - Pezzoni Bruno (since 17 September Banco Popolare - 5, , Rigodanza Ottavio Banco Popolare - 67,870 40,000 67,870 40,000 Speziotto Roberto Banco Popolare - 14,500-14,500 - Val Gianpietro Banco Popolare - 10,000-10,000 - Note: all are fully owned. 2. Transactions with related parties In compliance with the IAS 24, the term related party means: a) Subsidiaries, associates and jointly controller companies; b) Key managers with strategic responsibilities: in addition to the members of the Management and Supervisory s of the Parent company and the members of the s of Directors and s of Statutory Auditors of the companies of the Group, this category includes also the General Manager/s, the heads of Parent company Departments (at present, Corporate Retail Lending Finance Corporate Center and Equity Investments Legal Affairs and Compliance Operations Human Resources) and Top managers under the Articles of Association (for ex., the manager responsible of preparing the corporate financial reports, the Head of the Internal Audit Function, the Compliance Manager); c) other related parties: - close relatives: the spouse, the domestic partner (including cohabitants not indicated in the family certificate), children of the individual, the spouse or the domestic partner, dependants of the individual, the spouse or domestic partner. Related party is any other person that may be expected to influence, or be influenced by the individual in dealings with Banco or with the other Group companies; - relations or strategic roles connected with top managers and their close family members: entities in which top managers and their close relatives hold a controlling interest under art. 2359, paragraph 1, civil code, or at least 20% of the voting powers exercisable in the GAM, or 10% if the company is listed on regulated markets, or if they fill the office of Chairman of the Supervisory, Chairman of the Management, Chairman of the of Directors, Chief executive officer or executive officer with delegated powers are considered related parties; - pension funds for the employees of Banco Popolare: i.e., the Pension funds for the Group staff and for any other related entity; - owners of a significant interest: Mutual funds or other authorized individuals, who are shareholders and own a stake of over 2% in the share capital of Banco Popolare. Also individuals who do not belong to the Group and hold a stake of over 2% in the other companies of the Group are considered related parties. The of Directors of the company may increase or decrease said percentage, explaining the reasons for doing so with respect to the significance of the shareholding; - Individuals who are in a position to appoint members of the Supervisory or of the of Directors: individuals, who under the articles of association or shareholding agreements, can appoint one or more directors of other companies. This is not applicable to the Parent company as it is a cooperative company.

8 The table below shows the P&L and financial relations entertained with the above related parties. It also shows the percentage impact of transactions with related parties on each of the financial statement items. Summary table of transactions with related parties and their effect on the financial statements (thousands of euro) Subsidiaries (a) Associates (a) Under joint control (a) Members of the Supervisory (b) Members of the Management (b) Managers with key responsibilities (b) related parties(c) Total % Financial assets held for trading 1,058,427 1,058, % Financial assets designated at fair value 502, , % Financial assets available for sale ,172 91, % Due from banks 27,314,556 27,314, % Customer loans 11,579, ,753 11,945, % Hedging derivatives 14,972 14, % assets 254, , % Due to banks 14,607,467 60,286 14,667, % Due to customers 28,904 28, % Securities issued 626,667 27, , % Financial liabilities held for trading 895, , % Financial liabilities designated at fair value 90,141 90, % Hedging derivatives 108, , % liabilities 210, , % Guarantees given and commitments 1,897,681 1,897, % Interest and similar income 894,901 1, , % Interest and similar expense -420,328-1,521-47, , % Fee and commission income 2,037 2, % Fee and commission expense -1,711-1, % Dividend and similar income 509,906 24, , % Net income from banking act. -37,852-37, % Personnel expenses -34,421-34, % administrative expenses -27, , % operating income / expense 196,088 1, , % Costs / revenues from discontinued operations (IFRS 5) (a), (b), (c) for the meaning of related party please refer to the previous paragraph Listed below are the main receivables and payables with related parties: - financial assets and liabilities held for trading: the main receivables refer to Banca Italease and are represented by debt securities held in the trading portfolio and amounting to million. Relations with Banca Aletti S.p.A. are represented exclusively by derivative contracts that at the balance sheet date posted a positive fair value of million and a negative fair value of financial assets designated at fair value: it includes million worth of securities issued by Credito Bergamasco and subscribed by Banco Popolare to finance the subsidiary; - financial assets available for sale: 89 million refer to the lower than 20% stake in Dexia Crediop S.p.A. - due to and from banks: due from companies of the Group total 27,314.6 million, of which 16,467 million refer to debt securities and repos, 8,300 million to time deposits, 2,453.7 million to checking accounts. Due to are made up of 3,513 million referring to checking accounts and deposits and 11,094 million to time deposits and repos; - due to and from customers: main loans to customers include 8,876.1 million worth of debt securities associated with securitizations with companies of the Group, and 2,810.3 million worth of loans granted by the London branch to companies of Gruppo Italease, of which 2,468.6 million to Release S.p.A.; 50 million for a subordinated loan to Ducato S.p.A. a company belonging to Gruppo Agos Ducato S.p.A.; - hedging derivatives (receivable and payable): this item is fully represented by derivatives entered with Banca Aletti S.p.A., to hedge the fair value of some securities held in Banco s portfolio. - Securities in issue and financial liabilities measured at fair value: the main relations with Group companies are represented by bonds issued by Banco and subscribed by the SPEs of the former Gruppo Banca Popolare Italiana soc. coop. L.L.C. and by Banca Aletti S.p.A., for 608 million and 90.8 million, respectively.

9 Listed below are the main profits and losses with related parties: - interest and similar income: interest income from securitizations with Group companies came it at 131 million. Profit on the yield from bonds of the Group banks classified in the Loans and Receivables portfolio totaled million, of which 299,6 towards Banca Popolare di Verona S.p.A. and 79,2 million towards Efibanca S.p.A.. - dividend and similar income: it includes dividends paid by the fully consolidated companies, of which million paid by Banca Popolare di Verona S.p.A., million by Immobiliare BP S.r.l., 59.6 million by Credito Bergamasco, 45.1 million by Banca Popolare di Novara S.p.A. and 30.1 million. by Cassa di Risparmio di Lucca Pisa e Livorno S.p.A.. - administrative expenses: 34.4 million refer to personnel expenses for employees of Group companies seconded to the Parent company, net of recoveries, and 27.4 million refer to services for Group functions, of which 14.6 million to Società di Gestione Servizi (SGS) and 6 million to BP Property Management; - other operating income / expense: the item includes the recovery of expenses for services provided totaling million of which 44.4 million towards Banca Popolare e Verona S.p.A., 36.9 million Banca Popolare di Lodi S.p.A., 34.2 million Banca Popolare di Novara S.p.A., 22.4 million towards Credito Bergamasco and 17.4 million Cassa di Risparmio di Lucca Pisa e Livorno. The item also includes recoveries for payable rents totaling 16 million of which 8.9 million towards Banca Popolare di Novara S.p.A., finally 7 million referring to charges associated with Credit Default Swaps entered by the subsidiary Credito Bergamasco related to loan exposures to large corporate customers. Loans were approved in compliance with art. 136 of Lgs. D. n. 385/93. Transactions with related parties were carried out at arm s length, i.e., in line with the standard terms and conditions applied to customers and/or employees. No atypical and/or unusual transactions with related parties were reported. Based on Consob s Communication n of 28 July 2006, atypical unusual transactions are transactions that by their materiality/importance, nature of the counterparties, object of the transaction, transfer definition modality and time frame (close to the end-of-period) may raise doubts with regard to: the correctness/completeness of the financial disclosure, conflicts of interest, safeguard of the corporate assets and protection of minority shareholders.