Banco Popolare Società Cooperativa

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2 Banco Popolare Società Cooperativa Registered and Head offices: Piazza Nogara, Verona Share capital as at July 1 st, 2007: euro 2,305,728,126 fully paid Tax code, VAT no. and enrollment no. in the Verona Enterprise Registry: Member of the Interbank Fund for Deposit Protection and of the National Guarantee Fund Parent company of the Banking Group Banco Popolare Member of the Banking Groups Registry

3 TABLE OF CONTENTS Introductory note...5 Gruppo Banco Popolare Corporate boards, General Management and Auditing Company...9 Group structure...10 Pro-forma data...13 Integration plan...23 Noteworthy events after the balance sheet date...25 Operational outlook...29 Gruppo Banco Popolare di Verona e Novara Corporate boards, Management and Auditing Company as at June 30 th, Group structure...34 Group financial highlights...36 Group operating performance...38 Financial statements...41 Explanatory notes...53 Accounting standards...57 Operating results and performance...72 Segment reporting...90 Banco Popolare di Verona e Novara stock...96 Stock option plans...97 Business combinations Transactions with related parties Noteworthy events after the balance sheet date Operational outlook Independent auditors report Attachments Gruppo Banca Popolare Italiana Corporate boards, Top Management and Auditing Company as at June 30 th, Group structure Group financial highlights Report on Group operations Operating performance Income statement quarterly evolution Operating performance of the main companies Noteworthy events after June 30 th, Operational outlook Consolidated financial statements Notes to the consolidated accounts Notes to the consolidated balance sheet Notes to the consolidated income statement Segment reporting Transactions with related parties Independent auditors report Attachments

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5 INTRODUCTORY NOTE Merger between Banco Popolare di Verona e Novara and Banca Popolare Italiana On July 1 st, 2007, the Merger between Banco Popolare di Verona e Novara (BPVN) and Banca Popolare Italiana (BPI) became fully effective, leading to the formation of a new company called Banco Popolare and to the creation of the largest cooperative Banking Group. Banco Popolare: ranks third among Italian distribution networks, with about 2,200 branches and a 10% share of the market in Northern Italy; its global customer basis counts more than 3 million customers, mainly households and small to mediumsized companies in Northern Italy; it benefits from 89 billion direct customer funds and 80 billion net loans. Since the merger s legal and accounting effectiveness started on July 1 st, 2007, the report on operations for the first six months of the year has been prepared separately, one for each of the two Groups being merged. The reports are presented in this document under the sections devoted to Banco Popolare di Verona e Novara and to Banca Popolare Italiana, respectively. This section shall report the pro-forma consolidated data of Gruppo Banco Popolare, the work-in-progress of the integration plan, as well as noteworthy events following the balance sheet date and the operational outlook. 5

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7 GRUPPO BANCO POPOLARE Desideria Guicciardini - Banco Popolare, water-color

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9 CORPORATE BOARDS, GENERAL MANAGEMENT AND AUDITING COMPANY AS AT JUNE 30TH, 2007 Chairman Deputy Vice-Chairman Vice Chairman Directors Supervisory Board Carlo Fratta Pasini Dino Piero Giarda Maurizio Comoli Marco Boroli Giuliano Buffelli Guido Duccio Castellotti Pietro Manzonetto Maurizio Marino Mario Minoja Claudio Rangoni Machiavelli Management Board Chairman Divo Gronchi Chief Executive Officer with Vice-Chairman functions Fabio Innocenzi Directors Franco Baronio (*) Alfredo Cariello (*) Vittorio Coda Luigi Corsi Domenico De Angelis (*) Maurizio Di Maio (*) Enrico Fagioli Marzocchi (*) Maurizio Faroni (*) Massimo Minolfi (*) Roberto Romanin Jacur (*) Directors with executive offices Board of Advisors Standing Marco Cicogna Luciano Codini Giuseppe Bussi Alternate Aldo Bulgarelli Vittorio Cocito Corporate General Manager Massimo Minolfi Retail General Manager Franco Baronio Auditing Company Reconta Ernst & Young S.p.A. 9

10 Gruppo Banco Popolare Banca Aletti & C. Banca Valori Aletti Gestielle SGR Bipitalia Gestioni SGR Aletti Gestielle Alternative SGR Bipitalia Alternative SGR Banca Aletti & C. (Suisse) Bipielle Bank (Suisse) Efibanca / Aletti Merchant Aletti Private Equity SGR Efigestioni SGR Italfortune International Advisors B.P.I. International (UK) Aletti Fiduciaria Nazionale Fiduciaria Critefi SIM Banca Popolare di Verona - S. Geminiano e S. Prospero Banca Popolare di Lodi Banca Popolare di Novara Credito Bergamasco Cassa di Risparmio di Lucca Pisa Livorno Banca Caripe Banca Popolare di Crema Banca Popolare di Cremona Banca Popolare di Mantova Banca Popolare di Verona e Novara (Luxembourg) Banco Popolare Croatia Banco Popolare Hungary Banco Popolare Ceská Republika Bipitalia Ducato Easynetwork Soluzioni Finanziarie Bipielle International Holding Bipielle Società di Gestione del Credito Società Gestione Servizi Bipielle Information Communication Technology Holding di Partecipazioni Finanziarie Popolare di Verona e Novara Bipielle Real Estate Immobiliare BPV Tecmarket Servizi

11 Banche del Territorio Investment & Private Banking, Asset Management Consumer Credit Others

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13 Gruppo Banco Popolare PRO-FORMA DATA Financial highlights Gruppo BPVN Gruppo BPI Eliminations Merger adjustments BPVN-BPI pro-forma Income statement (million euro) Net interest, dividend and similar income Net commission income Total income 1, ,037.5 Operating costs ,229.0 Profit from operations Income before tax from continuing operations Net income for the period Balance sheet (million euro) Total assets 74, , , ,121.1 Loans to customers (gross) 50, , ,379.6 Direct customer funds 56, , ,904.4 Financial assets and hedging derivatives 11, , ,426.6 Shareholders equity 4, , , ,472.5 Operational structure Number of employees 13,158 8, ,790 Bank branches 1, ,239 Presentation of pro-forma data In order to give an idea of the financial position and operating performance as at June 30 th, 2007 of Gruppo Banco Popolare, this section shall illustrate the pro-forma consolidated data as at June 30 th, 2007 that represent the effects from the Merger of Banco Popolare di Verona e Novara S.c.a r.l. ( BPVN ) and Banca Popolare Italiana Soc. Coop. ( BPI ), including the special dividend distribution by Banco Popolare. Pro-forma consolidated data make reference to the financial statements under the Bank of Italy s Circular n. 262 of December 22 nd, 2005, prepared in compliance with the International Financial Reporting Standards ( IFRS ) adopted by the European Union. In keeping with Consob s communication n. DEM/ of July 5 th, 2001, pro-forma data have been obtained by making the appropriate adjustments to actual data so as to retroactively reflect the effects from the above described transactions. In particular, said effects have been retroactively reflected in the pro-forma consolidated balance sheet as if the transaction had been performed at the balance sheet date (June 30 th, 2007) and in the income statement as if the transaction had taken place at the beginning of the period covered by the income statement (January 1 st, 2007). Pro-forma adjustments are shown separately in the tables below and are described analytically in this chapter. Aggregates, that were obtained by adding up the consolidated data shown in the individual half-year reports of the two merging entities, have been adjusted to represent the effects from the merger and from the special dividend distribution. These same data have been adjusted also to eliminate the main financial and operating relations past and/or outstanding between the companies of Gruppo BPVN and the companies of Gruppo BPI and to take account of the changes in valuation criteria as a result of the aggregation of the shareholdings held by the two Groups. 13

14 Gruppo Banco Popolare From an accounting viewpoint, the Merger entailed the bringing together of two separate corporate entities to form a new single reporting entity, and therefore it represents a business combination under the international accounting standards, to be accounted for using the purchase method under IFRS 3. To begin with, this method requires that the virtual acquirer is identified. To this regard, and only for accounting purposes, based on the elements and events indicated by IFRS 3 (a greater number of new common shares to be issued by Banco Popolare are going to be assigned to BPVN shareholders as compared with those to be assigned to BPI shareholders, the fair value spread between the two merging entities is in favor of Gruppo BPVN, the spread between the total assets and revenues of the two merging entities is in favor of Gruppo BPVN), the identified virtual acquirer was BPVN, while the virtual acquiree was BPI. The method of accounting provided for by IFRS 3 prescribes that, at the Merger effective date, the cost of the business combination must be measured and then allocated by recognizing at fair value the assets, liabilities and contingent liabilities of the acquiree identifiable at the Merger effective date. The cost of the business combination under examination was determined by measuring the new shares of Banco Popolare issued and assigned in exchange to BPI shareholders based on the Banco Popolare share price quoted on July 2 nd, 2007 (first available share price after the Merger effective date). Upon preparing pro-forma data, this amount has been incremented with the accessory costs that had been already incurred by the acquirer, plus those that can be currently estimated. The final fair values of BPI s assets, liabilities and contingent liabilities identifiable at the Merger effective date shall be defined within the term fixed for the preparation of the financial statements as at December 31 st, 2007 or, should no final measurements be available yet by that date, within twelve months of the Merger effective date. For the preparation of the proforma data as at June 30 th, 2007, BPI s assets, liabilities and contingent liabilities were assumed to be equal to Gruppo BPI s consolidated shareholders equity at the same date. The difference between the cost of the business combination as measured above and Gruppo BPI s consolidated shareholders equity as at June 30 th, 2007 was recognized in the pro-forma balance sheet under a specific item named Merger Difference. Said difference shall not be subject to amortization in the pro-forma income statement. With regard to the accounting standards adopted by Gruppo BPVN and Gruppo BPI to prepare their consolidated data, please refer to the Half-year Reports on operations in the following chapters II and III. Hence, pro-forma consolidated data include: the consolidated data of Gruppo BPVN; the consolidated data of Gruppo BPI; the eliminations carried out to take account of the main intra-group relations; adjustments to represent the effects from the special dividend distribution through the distribution of the share premium reserve by BPI and the effects from the consolidation of Gruppo BPI. In order to give a correct interpretation of the information provided by these pro-forma consolidated data, it is necessary to take the following aspects into consideration: pro-forma data do not reflect prospective data as they are prepared to represent only the identifiable and objectively measurable effects generated by the Merger, without taking into account potential effects caused by changes in corporate strategies and operating decisions ensuing from said transactions; the Merger accounting based on the purchase method shall require the identification of the fair value of BPI s assets, liabilities and contingent liabilities and the allocation of the cost of the business combination at the Merger effective date. The pro-forma consolidated income statement does not include future income components that may derive from the allocation of the cost of the business combination as described above. Any surplus resulting from the difference between the cost of the business combination and the algebraic sum of the fair value of BPI s assets, liabilities and contingent liabilities may be allocated to specific intangible assets with definite or indefinite useful lives, and a residual part may be allocated to goodwill. The intangible assets with indefinite useful lives and the goodwill resulting from the allocation 14

15 Gruppo Banco Popolare process shall not be amortized, instead they shall be periodically assessed for impairment through the so called impairment test. If during the allocation process intangible assets with definite useful lives are identified, the future income statements of Banco Popolare shall include the annual amortization amounts of said intangible assets. The attached pro-forma consolidated income statement does not reflect any such possible amortization; considering the different aims for which the pro-forma consolidated accounts have been designed as compared to past financial statements and the different methods of calculating the financial and operating effects of the Merger, the pro-forma consolidated accounts must be read and interpreted separately, without seeking accounting links between the two documents. 15

16 Gruppo Banco Popolare Pro-forma consolidated balance sheet Assets (in thousand euro) Gruppo BPVN Gruppo BPI Eliminations Merger adjustments BPVN-BPI pro-forma 10 Cash and cash equivalents 291, , , Financial assets held for trading 9,452,472 2,725,453 (497) - 12,177, Financial assets measured at fair value 332,850 - (284) - 332, Financial assets available for sale 1,023, ,620 - (29,784) 1,864, Financial assets held to maturity 806,435 83, , Due from other banks 9,038,353 3,490,108 (903,044) - 11,625, Loans to customers 49,386,548 30,747,618 (47,615) - 80,086, Hedging derivatives 37, , , Fair value change of assets in hedged portfolios (5,614) (5,614) 100 Equity investments 665, ,895-44, , Property, plant and equipment 540, , ,484, Intangible assets 490,792 2,222, ,713, Tax assets 704,355 1,155,438 - (13) 1,859, Non-current assets held for sale and discontinued operations 44,924 1,327, ,372, Other assets 1,896,451 1,578,582 (1,542) - 3,473,491 Merger difference 3,742,570 3,742,570 Total 74,706,023 45,610,819 (952,982) 3,757, ,121,143 16

17 Gruppo Banco Popolare Liabilities and Shareholders equity (in thousand euro) Gruppo BPVN Gruppo BPI Eliminations Merger adjustments BPVN-BPI pro-forma 10 Due to other banks 7,398,291 4,556,313 (950,659) 1,399,370 12,403, Due to customers 29,031,672 15,546, ,578, Debt securities in issue 21,108,499 17,265,998 (284) - 38,374, Trading liabilities 2,646, ,716 (497) - 3,157, Financial liabilities measured at fair value 5,951, ,951, Hedging derivatives 56, , ,968 Fair value change of liabilities in hedged 70 portfolios in hedged portfolios (78,858) (78,858) 80 Tax liabilities 366, ,413 - (190) 605,381 Liabilities associated with discontinued 90 operations - 1,507, ,507, Other liabilities 2,949,901 1,622,662 (1,542) - 4,571, Employee termination benefits 291, , , Provisions for risks and charges 285, , , Valuation reserves 320,191 58,983 - (3,109) 376, Common stock equivalents - 3, , Share premiums 213,068 2,668,669-1,878,819 4,760, Share capital 1,355,092 2,047,083 - (1,096,447) 2,305, Treasury shares ( - ) (320,206) (458,907) - 779, Minority interest 139, , ,446 Reserves and net income for the period 2,991,224 (763,885) - 799,727 3,027,066 Total 74,706,023 45,610,819 (952,982) 3,757, ,121,143 17

18 Gruppo Banco Popolare Pro-forma consolidated income statement Income statement (thousand euro) Gruppo BPVN Gruppo BPI Eliminations Merger adjustments BPVN-BPI pro-forma 10 Interest income and similar revenues 1,597,882 1,098,084 (4,571) - 2,691, Interest expense and similar charges (908,596) (659,562) 4,571 - (1,563,587) 30 Net interest income 689, , ,127, Commission income 500, ,584 (1,542) - 729, Commission expense (54,045) (42,668) 1,542 - (95,171) 60 Net commission income 446, , , Dividend and similar income 112,010 17,969 - (1,702) 128, Net trading income 22,337 35, , Fair value adjustments in hedge accounting 690 2, , Profit (Loss) on disposal or repurchase of: 14,917 88, ,448 a) loans 2, ,971 b) Financial assets available for sale 11,023 87, ,438 c) Financial assets held to maturity d) financial liabilities 923 1, , Profit (Loss) on financial assets and liabilities - designated at fair value 14, , Total income 1,299, ,397 - (1,702) 2,069, Net write-downs/write backs on impairment of: (67,043) (175,397) - - (242,440) a) loans (64,212) (172,053) - - (236,265) b) Financial assets available for sale (829) (6,563) - - (7,392) c) Financial assets held to maturity d) other financial transactions (2,002) 3, , Net financial income 1,232, ,000 - (1,702) 1,826, Net financial and insurance income 1,232, ,000 - (1,702) 1,826, G&A expenses: (669,519) (556,197) - - (1,225,716) a) personnel expenses (412,897) (280,178) - - (693,075) b) other administrative expenses (256,622) (276,019) - - (532,641) 190 Net provisions for risks and charges (5,928) (32,915) - - (38,843) Net impairment / write-backs on property, plant and 200 equipment (24,891) (26,571) - - (51,462) 210 Net impairment / write-backs on intangible assets (18,102) (13,426) - - (31,528) 220 Other operating income (expense) 117,849 84, , Operating costs (600,591) (544,369) - - (1,144,960) 240 Profit (Loss) on equity investments (132,254) 11,035-2,635 (118,584) 260 Goodwill impairment - (1,024) - - (1,024) 270 Profit (Loss) on disposal of investments 4,404 6, , Income before tax from continuing operations 503,952 67, , Tax on income from continuing operations (249,962) (24,062) - - (274,024) 300 Income after tax from continuing operations 253,990 43, , Income (Loss) after tax from discontinued operations 2,693 (19,441) - - (16,748) 320 Net income for the year 256,683 24, , Minority interest (4,176) (6,467) - - (10,643) 340 Net income attributable to the Parent company 252,507 17, ,270 18

19 Gruppo Banco Popolare Pro-forma consolidated reclassified balance sheet Reclassified assets (thousand euro) Gruppo BPVN Gruppo BPI Eliminations Merger adjustments BPVN-BPI pro-forma Cash and cash equivalents 291, , ,614 Financial assets and hedging derivatives 11,652,557 3,804,588 (781) (29,784) 15,426,580 Due from other banks 9,038,353 3,490,108 (903,044) - 11,625,417 Loans to customers 49,386,548 30,747,618 (47,615) - 80,086,551 Equity investments 665, ,895-44, ,149 Property, plant and equipment 540, , ,484,348 Intangible assets 490,792 2,222, ,713,656 Non-current assets held for sale and discontinued operations 44,924 1,327, ,372,601 Other assets 2,595,192 2,734,020 (1,542) (13) 5,327,657 Merger difference (provisional) 3,742,570 3,742,570 Total 74,706,023 45,610,819 (952,982) 3,757, ,121,143 Reclassified liabilities (thousand euro) Gruppo BPVN Gruppo BPI Eliminations Merger adjustments BPVN-BPI pro-forma Due to other banks 7,398,291 4,556,313 (950,659) 1,399,370 12,403,315 Due to customers and debt securities in issue 56,092,140 32,812,603 (284) - 88,904,459 Financial liabilities and Hedging derivatives 2,702, ,213 (497) - 3,411,592 Provisions 576, , ,083,261 Liabilities associated with discontinued operations - 1,507, ,507,063 Other liabilities 3,237,201 1,862,075 (1,542) (190) 5,097,544 Minority interest 139, , ,446 Shareholders equity 4,559,369 3,554,991-2,358,103 10,472,463 - Share capital 1,355,092 2,047,083 - (1,096,447) 2,305,728 - Reserves and net income for the period 3,204,277 1,507,908-3,454,550 8,166,735 Total 74,706,023 45,610,819 (952,982) 3,757, ,121,143 19

20 Gruppo Banco Popolare Pro-forma consolidated reclassified income statement Reclassified income statement (thousand euro) Gruppo BPVN Gruppo Eliminations Merger BPI adjustments BPVN-BPI pro-forma Net interest income 712, , ,137,380 Profit (Loss) on equity investments carried at equity (136,871) (3,665) - 2,635 (137,901) Net interest, dividend and similar income 575, ,112-2, ,479 Net commission income 446, , ,112 Other revenues 65,975 56, ,946 Net financial income 137, ,959 - (1,702) 280,923 Other operating income 649, ,846 - (1,702) 1,037,981 Total income 1,225, , ,037,460 Personnel expenses (412,897) (280,178) - - (693,075) Other administrative expenses (200,597) (248,250) - - (448,847) Net impairment of property, plant and equipment and intangible assets (47,144) (39,997) - - (87,141) Operating costs (660,638) (568,425) - - (1,229,063) Profit from operations 564, , ,397 Net impairment of loans, guarantees and commitments (63,243) (158,308) - - (221,551) Net impairment of other financial transactions (829) (3,344) - - (4,173) Net provisions for risks and charges (5,928) (32,915) - - (38,843) Goodwill impairment - (1,024) - - (1,024) Profit (Loss) on disposal of equity and other investments 9,021 20, ,879 Income before tax from continuing operations 503,952 67, ,685 Tax on income from continuing operations (249,962) (24,062) - - (274,024) Income after tax from continuing operations 253,990 43, ,661 Income (Loss) after tax from discontinued operations 2,693 (19,441) - - (16,748) Net income for the period 256,683 24, ,913 Minority interest (4,176) (6,467) - - (10,643) Net income for the period attributable to the Parent company 252,507 17, ,270 20

21 Gruppo Banco Popolare Methodological notes to pro-forma data Purpose of the presentation of pro-forma data As explained in the Introductory note, the aim of the pro-forma consolidated balance sheet and income statement is to represent the financial and operating accounting effects of the Merger, based on valuation methods consistent with historical data and compliant with the relevant regulations, as if the Merger had virtually taken place on June 30 th, 2007 and, with regard to income statement effects alone, at the beginning of financial year Assumptions underlying the calculation of pro-forma data Described below are the main assumptions used to prepare the pro-forma consolidated data: the above accounting charts have been obtained by aggregating the data shown in the consolidated halfyear reports as at June 30 th, 2007 of Gruppo BPVN and Gruppo BPI prepared in compliance with the IAS/IFRS standards adopted by the European Union and in keeping with the financial statement layouts under the Bank of Italy s Circular n. 262 of December 22 nd, The financial statement layouts shown in the half-year reports are subject to a limited audit by Reconta Ernst & Young S.p.A.; as of financial year 2005, both Groups have been applying the IAS/IFRS international accounting standards adopted by the European Union. Some differences, however, may exist due to the possibility of choosing among different options made available by the above standards, or due to different methodologies or parameters used to measure assets and liabilities. Said differences have not been taken into consideration when preparing the pro-forma accounts; the cost of the business combination, as explained in the introductory note, has been determined by taking the opening quotation of Banco Popolare shares on July 2 nd, 2007, the first listing day after the merger effective date, and adding to it the costs associated with the transaction (professional fees, costs of expert reports and surveys, etc.), that at present are estimated to amount to about 20 millions. Elimination of mutual relations The most significant reciprocal balance sheet and income statement items between Gruppo BPVN and Gruppo BPI have been eliminated, which referred to loan receivable and payable (on June 30 th, 2007 they totaled 951 millions, mainly represented by repurchase agreements and deposits) and to the related interest. Adjustment associated with the representation of the effects from the Merger and from the special dividend distribution The effect was recognized, generated by the pro-rata distribution of part of the share premium reserve to BPI shareholders and POC bondholders, totaling 1,399 millions, which correspond to a unit distribution of euro 2.17 per BPI share (including shares from the conversion of convertible bonds) and the assignment of the amount fixed, under art. 7 letter c of POC s regulation, for each non converted share; The cost of the business combination (5,902 millions) was compared with Gruppo BPI consolidated shareholders equity as at June 30 th, 2007, and the resulting difference was 3,743 millions. As explained above, said difference has been preliminarily shown in the pro-forma balance sheet under a specific item named Merger difference, pending the precise allocation of the relevant balance sheet items at the Merger effective date; 21

22 Gruppo Banco Popolare The consolidation scope was changed to account for significant shareholdings held by both Groups in the same entities, whenever the cumulative share of ownership should qualify for the consolidation along the equity method (in no case did the cumulative share qualify for the line-by-line consolidation); in particular: - Arca SGR S.p.A.: based on its shareholding (20.71%), Gruppo BPI used to carry the company at equity in its consolidated financial statements; whereas Gruppo BPVN had a 7.57% share and therefore recognized the shareholding at fair value, since it was classified under financial assets available for sale. Upon preparing the pro-forma accounts, the total shareholding was carried at equity, generating a positive impact of 2.9 millions on the shareholders equity and of 0.1 millions on the pro-forma net income; - Centrosim S.p.A.: similarly to what described for Arca SGR S.p.A., Gruppo BPI used to carry the company at equity, since it held a 22.35% share, while Gruppo BPVN, with its 2.5% share, recognized the shareholding at fair value since it was classified under financial assets available for sale; again, the total shareholding was carried at equity without significant impacts on the shareholders equity and on the pro-forma net income; - Unione Fiduciaria S.p.A.: similarly to what described for Arca SGR S.p.A. and Centrosim S.p.A. (Gruppo BPI used to carry the company at equity, since it held a 24.00% share, while Gruppo BPVN, with a 5.20% share, recognized the shareholding at fair value since it was classified under financial assets available for sale), the total shareholding was carried at equity without significant impacts on the shareholders equity and on the pro-forma net income; - Istituto Centrale delle Banche Popolari Italiane: based on its 22,09% shareholding, Gruppo BPVN used to carry the company at equity in its consolidated financial statements; whereas Gruppo BPI, with its 10.64% share, recognized the shareholding at fair value since it was classified under financial assets available for sale. Upon preparing the pro-forma accounts, the total shareholding was carried at equity, generating a positive impact of 14.1 millions on the shareholders equity and of 0.9 millions on the pro-forma net income; - Evoluzione 94 S.p.A.: in the consolidated financial statements of both banks the company was carried at cost. The new entity, however, shall inherit the shareholdings of both Gruppo BPI (13.99%) and Gruppo BPVN (6.70%), and as a result upon preparing the pro-forma accounts its total shareholding (20.69%) was carried at equity, without major impacts on the shareholders equity and on the proforma net income. 22

23 Gruppo Banco Popolare INTEGRATION PLAN In order to meet the goals defined in the Business Plan, following the approval of the Merger Plan, an Integration plan was launched, leveraging the experience accrued during the integration between Banca Popolare di Verona- S. Geminiano e S. Prospero and Banca Popolare di Novara, with the creation of a double-axis matrix: axis of results: the value created by the Integration in terms of cost and revenue synergies is allocated to single projects focusing on a specific business area of the Group; axis of implementation: Infra-structural Components (Organization/ IT/ HR) are in charge of achieving single Project results. The Heads of the above functions must guarantee that the Integration Plan objectives are met by coordinating the same components across all projects. The Master Integration plan is comprised of about 40 projects, subdivided into the following areas: Retail; Corporate; Res (Reti Esterne Specializzate Specialized External Networks); Finance; Banks; Migration of Bank Systems; Holding functions. Each project shall be headed by an officer identified from within the Group Top Management, who shall be in charge of achieving the objectives set in the Integration Plan in line with the Master Integration Plan. Right from the start, the Integration Plan called for the launch of projects aiming at putting Banco Popolare on stream as of July 1st, 2007, by implementing solutions in line with the model designed in the Business Plan. The following projects were launched already in the first months of 2007: Kick-off of the Parent Company and of the New S.p.A. Banks BPL and BPV-BSGSP, aiming at managing in a very short period of time the complex bureaucratic courses leading to the formation of the above entities and to the listing of Banco Popolare on the Stock Exchange within the fixed deadlines, and at equipping the Parent company with the target information systems necessary for a correct operation. Since July 1 st, when the merger and the formation of the new Gruppo Banco Popolare came into effect, the Parent company and the two new Spa banks have been fully operational, and no particular problem or criticality was encountered right from the start; Quick wins, aiming at speeding up revenue synergies at Group level, mainly acting on the Finance area, as well as cost synergies, mainly acting on the renegotiation of contracts with IT suppliers; IT Migration, aiming at carrying out in depth analysis and to plan all the activities for the migration of the former BPI Banks onto the target information system, to define the time schedule and the migration modality; Bancassurance, aiming at managing the choice of the strategic partner for the non-life and life businesses, whereby agreements were signed with Aviva and Fondiaria-Sai. In the first six months of the year, in particular right after the shareholders meeting for the approval of the Merger Plan, other priority projects were launched to achieve the objectives defined in the Integration Plan: Rationalization of Group Asset Management activities, to manage: - the integration of Discretionary Managed Accounts of the former Gruppo BPI into Banca Aletti; - the integration of Bipitalia SGR and Bipitalia SGR Alternative respectively in Aletti Gestielle SGR and Aletti Alternative (expected to take place by yearend). 23