[PPT] - Covered Bond Roadshow 01-04 March 2011 1 THIS DOCUMENT IS NOT FOR PowerPoint Presentation

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01-04 March 2011

Covered Bond Roadshow

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Disclaimer

The distribution of this presentation in other jurisdictions may be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of, and observe, these restrictions. To the fullest extent permitted by applicable law, Banco Popolare – Società Cooperativa, and the companies of Banco Popolare – Società Cooperativa’s group and their respective directors, members, officers, employees or affiliates (collectively, “Banco Popolare”) discalims 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 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 or any member of its group, or any commitment whatsoever. The information contained in this presentation is for background purposes only in the contest of the prospective transaction 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. 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 and assumptions which could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Banco Popolare do not undertake any obligation 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.

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3. Capital Adequacy
2. 9M 2010 Group results at glance
1. Banco Popolare Group Overview
4. Customer Loans and Credit Quality
5. Funding Strategy and Liquidity Profile
7. Banco Popolare’s Mortgage Business and Underwriting Policies

Agenda

Page

16 12 3 20 37

Appendix 1: Additional Information on Banco Popolare Group Appendix 2: The Italian Mortgage Market

27

56 84

8. Cover Pool Description

47

6. Banco Popolare’s OBG Programme

31

9. Focus on Banca Italease

51

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Banco Popolare Group at a glance

Total assets: €136.4bn; Net customer loans: €96.1bn; Direct customer deposits: €102.1bn; Indirect customer funds: €77.9bn (of which €32.1bn AuM). Banco Popolare was established on 1°July 2007 from the merger between Banco Popolare di Verona e Novara and Banca Popolare Italiana. Excellent geographical position, with an average branch market share of 10% in the main regions in northern Italy and a deeply rooted network. Core business focused on retail and SME clients (~88% of total revenues). Today, Banco Popolare is the 1st Italian popolare bank per branch number (2,119) and the 4th largest Italian bank by total assets. Strengthening of the capital position through: €2bn capital increase finalised in February 2011 (to be used also for the repayment of €1.45bn “Tremonti Bonds”); the sale of non- core assets under way; the “soft mandatory” convertible bond issued in March 2010(i).

Data as of 30/09/2010 (i) Tremonti bond issued in July 2009 for a total of €1.45bn and SMCN issued in March 2010 for €1bn.

Turnaround of Banca Popolare di Lodi starting to bear fruit. Banca Italease: re-organization completed and strong acceleration of the de-risking process (NPLs and watchlist loans of the Release portfolio decreased €1.7bn YTD, resulting in a reduction of 46% in the stock).

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559 379 153 101 96 47 35 100 200 300 400 500 600 UCG ISP MPS UBI BP BPER BPM

Benchmarking: Banco Popolare vs. Italian peers

ASSETS - €/bn NET CUSTOMER LOANS - €/bn DIRECT CUSTOMER FUNDS - €/bn

(including outstanding bonds)

BRANCHES

Sources: 9M 2010 Reports. BP branches at the end of 2010 were 2,119 (it is recalled that Caripe had 51 branches).

9,585 7,669 2,980 2,178 1,899 1,296 782 1,500 3,000 4,500 6,000 7,500 9,000 10,500 12,000 UCG ISP MPS BP UBI BPER BPM 969 677 243 136 132 58 52 200 400 600 800 1,000 1,200 UCG ISP MPS BP UBI BPER BPM 590 435 155 104 102 47 36 100 200 300 400 500 600 700 UCG ISP MPS UBI BP BPER BPM

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HOLDING BPV-SGSP CREBERG BP NOVARA BP LODI CR LUPILI

BP Crema

Banca ALETTI AGOS DUCATO EFIBANCA ALETTI GESTIELLE SGR AVIPOP Assicurazioni POPOLARE VITA

Private & Investment Banking Asset Management Consumer Credit JV with Credit Agricole (61% CA, 39% BP) Merchant Banking Non-Life Bancassurance JV with AVIVA (49% BP, 51% AVIVA) Life Bancassurance JV with FONDIARIA-SAI (49% BP, 51% FONSAI)

Network Banks (1,992 branches) Product Companies

(517) (251) (416) (463) (231) # branches indicated in brackets (36) (5) # branches indicated in brackets

BP Cremona

(44) (70)

Data as of 31/12/2010

Does not include Treasury branches (26 outlets), one branch of Banco Popolare Holding and foreign banking subsidiaries in Croatia (35 branches), Hungary (10 branches) and Czech Rep. (7 branches). Banco Popolare signed an agreement to sell 100% of Banco Popolare Ceska Rep by 30/06/2011. In addition, it is recalled that Caripe (51 branches) was sold on 31/12/2010.

BANCA ITALEASE

Leasing company

(4)

Banco Popolare Group structure

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Branch network located mainly in wealthy northern Italy, with strong positioning in attractive areas

Customer loans by geographical area (30/09/10)

RoW 1.3% North- West 45.4% North-East 30.0% Centre 16.4% South and Islands 7.0%

(i) (i) All indicated market shares exclude Caripe. (ii) Branch market shares are based on a total of 2,035 domestic branches and are calculated as of 30/09/2010, of which 1,993 of the Banks of the Territory (excl. 51 branches of Caripe), 36 branches of Banca Aletti, 5 outlets of Efibanca and 1 branch for BP Holding. N.B. Deposit market shares are based on the Bank of Italy’s 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

Economically resilient northern Italy accounts for more than 70% of the Group’s branch network (more than 80% including Tuscany)

(ii)

Market share by loans and deposits in some

f the main regions (30/09/2010)

Group franchise at a glance

Leading

player in the Italian market, mainly concentrated in the wealthiest regions, with good market shares in both loans and deposits:

North West: 7.14% (loans) and 6.23% (deposits);
North East: 6.85% and 6.43%.
Strong base of domestic retail customers.
Excellent geographical position:
average market share by branches in the main

regions about 10% and above 15% in 8 provinces.

Franchise quality.
Well-recognized brands in core market regions.
Veneto
Lombardy
Emilia Romagna
Liguria
Piedmont
Tuscany

Loans Deposits

=> 15% 2.5%<=X<7.5% 7.5%<=X<15% 1%<=X<2.5% <1%

Branch Market Share:

7.95% 8.17% 7.11% 5.89% 7.92% 7.01% 8.95% 9.96% 6.69% 5.88% 7.39% 7.67%

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Business mix: strong focus on commercial banking, mostly retail and SME clients, with well-diversified loan portfolio

Customer loan breakdown by segment(i) (30/09/2010) Loan breakdown by amount (ii) (30/09/2010) Comments

Other 2% Households 26% Large Corporate 15% Mid Corporate 39% Small Businesses 18% > €250k 6% €75k - €250k 21% < €75k 73%

Revenue breakdown by business area (30/09/10)

Strong focus on domestic commercial banking business,

representing ~88% of total revenues…

…with the remaining ~12% related to Private & Investment

Banking, Asset Management and other activities.

High exposure to retail (households & small businesses) and

mid-corporate customers, which together account for 83% of loans.

Well diversified portfolio by sector…
…. and negligible concentration/high granularity, with 94% of

the contracts represented by loans <€250k.

Commercial Banking 88% Other 12%

(i) Analysis based on customer loans of the Banks of the Territory which represent about 80% of total Group customer loans (€100.2bn as at 30 September 2010), excluding non- performing loans and exposure to Group’s companies. (ii) Based on about 680,000 utilised customer loan contracts of the Banks of the Territory.

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Proprietary portfolio breakdown by asset class (HFT, HTM, AFS, CFV, L&R) Breakdown of Treasury securities by accounting valuation (€6.0bn)

(i) Average maturity: 3.15 years. (ii) Treasury Securities include Supranational bonds.

Proprietary portfolio consists largely of Treasury securities (53%) and non-Government Senior Investment Grade Bonds (22%).
The largest part of the proprietary portfolio (70%) is classified as Held for Trading with daily mark-to-market, but mainly Italian

Government bonds with short-term maturities.

Negligible exposure to Government bonds issued by “peripheral European countries”, with Spain accounting for 3.5% and Greece for

1.4% of total Treasury securities and with no exposure to both Ireland and Portugal.

Italian-based issuers account for 40% of senior investment grade bonds.
Of the total senior investment grade bonds (non-government), 68% are rated ‘A’ (S&P), 17% ‘AA’ and 2% ‘AAA’.
No exposure to the sub-prime mortgage sector, monolines, CDOs/ CBOs.
No investments in structured products.

Breakdown of Treasury securities by issuing country

Average maturity of Treasury securities: 3.07 years HTM 3% AFS 20% HFT 77% Greece 1.4% Spain 3.5% Supranational 3.3% Italy 91.8%

Comments

Conservative securities portfolio with negligible exposure to ‘peripheral countries’

Treasury Sec.(ii) 53% Senior Investment Grade Bonds (i) 22% ABS (rating AAA) 1% Stake in OICR 11% Equity Securities 9% Non Investment Grade Securities 1% Subordinated Debt 3% (€11.8bn as at 30/09/2010 )

HFT accounting for 70% of total

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Banco Popolare market perception: key issues already resolved



BANCA POPOLARE DI LODI BANCA ITALEASE CAPITAL STRENGTHENING

Loan book cleaned up.
Turnaround well under way.

(return to profit generation in FY 2010).

Rationalization and company

reorganization completed.

Strong

de-risking process delivered: -46% in the aggregate stock of NPL and Watchlist loans in 9M 2010.

Restructuring completed.
March 2010: €1bn SMCN issued.
Feb 2011: €2bn capital increase.
Non-core asset disposal plan

in progress.

Asset Quality and cost of risk under control.
From 2011 onwards, focus on core banking business and strengthening of

recurring profitability.

 

Further

de-risking and downsizing under way.

Relevant benefits expected from

the future adoption

f

the Advanced Methodology.

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2011–2013 Business Plan guidelines

Group structure

Efficiency enhancements and synergies extraction by merging some minor banking

subsidiaries. Central functions

Redefinition of main roles of Banco Popolare holding company, rebalancing of

commercial and staff functions between holding and the Banks of the Territory. Network

Optimization of underperforming branches; closure of overlapping branches between

Banks of the Territory networks; identification of branches with potential for further development; redesign of network incentive systems. Small businesses

Increase branches with managers focused on small businesses, with optimization of

average client portfolio; turnover threshold for small businesses directly managed by the branches to be increased from €2.5m to €5.0m. Medium and large corporate

Centralized management of large corporate customers and management of each client

by only one Bank of the Territory. Household customers

Reduction of loss rate and decrease of cost-to-serve by investing into the introduction
f innovative commercial formats.
Increase in number of specialized managers for this segment; strengthening of online

channel by widening product offer range. Private banking clients

Transfer to Banca Aletti of clients with assets >€2m; strengthening of synergies

between Banca Aletti, retail and corporate managers.

2011-2013 Business Plan to be presented to the market during 2011 (mid-year).

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3. Capital Adequacy
2. 9M 2010 Group results at glance
1. Banco Popolare Group Overview
4. Customer Loans and Credit Quality
5. Funding Strategy and Liquidity Profile
7. Banco Popolare’s Mortgage Business and Underwriting Policies

Agenda

Page

16 12 3 20 37

Appendix 1: Additional Information on Banco Popolare Group Appendix 2: The Italian Mortgage Market

27

56 84

8. Cover Pool Description

47

6. Banco Popolare’s OBG Programme

31

9. Focus on Banca Italease

51

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Banco Popolare Group

Consolidated 9M 2010 P&L highlights

BP Standalone results

Net income reaches €275m at

30/09/10 up 43% y/y.

Net interest income decreases

6.6% y/y mainly driven by the trend in the euribor rates.

Net commissions up 8.5% y/y.
Normalised net financial result

(i.e. escl. FVO) reached €139.1m in 9M 2010; positive FVO gross due to widening of credit spread was €261.1m.

Operating costs down by 2.0%

y/y.

Cost of credit risk remains under

control and stands at 76bps (annualised).

491.7 490.1 357.0 (262.4) (221.4) 105.7 (1,768.9) (1,733,8) (1,798.4) 869.6 1,041.8 1,001.7 (436.9) (520.0) (608.4) 192.3 274.7 467.1 259.4 400.2 398.3 873.4 947.5 956.8 1,466.8 1,369.2 1,398.5 2,638.4 2,775.6 2,800.1 BP Standalone BP Standalone Group

30/09/10 30/09/09

TOTAL REVENUES:

/w: net interest income
/w: net commissions
/w: net financial result

OPERATING COSTS PROFIT FROM OPERATIONS Net Write-downs on impairment of loans INCOME BEFORE TAXES Taxes on income NET INCOME OF THE GROUP €/m 9M 2010 Group’s results are not directly comparable with 9M 2009 figures, considering that Banca Italease is consolidated starting only from 1 July 2009.

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9M 2010 Reclassified income statement - €/m Banco Popolare Group (PPA line-by-line) BP Standalone Banca Italease PPA Italease Net interest income 1.367,3 1.369,2 59,4 (61,3) Profit (loss) on equity investments carried at equity 31,1 35,6 (4,4) Net interest, dividend and similar income 1.398,5 1.404,8 54,9 (61,3) Net commissions 956,8 947,5 9,2 Other revenues 46,6 23,0 23,6 Net financial income 398,2 400,2 4,4 (6,4) Other operating income 1.401,5 1.370,8 37,1 (6,4) Total income 2.800,0 2.775,6 92,1 (67,7) Personnel expenses (1.124,6) (1.098,4) (26,2)

Other administrative expenses

(577,3) (547,1) (30,2)

Amortization and depreciation

(96,5) (88,3) (8,2)

Operating costs

(1.798,4) (1.733,8) (64,6)

Profit from operations

1.001,6 1.041,8 27,5 (67,7) Net write-downs on impairment of loans, guarantees and commitments (608,2) (520,0) (88,3)

Net write-downs on impairment of other financial transactions

(35,2) (35,9) 0,7

Net provisions for risks and charges

(12,8) (1,4) (11,3)

Impairment of goodwill and equity investments

(0,8) (0,8) (0,0)

Profit (loss) on disposal of equity and other investments

12,5 6,5 33,8 (27,9) Income before tax from continuing operations 357,0 490,1 (37,6) (95,6) Tax on income from continuing operations 105,7 (221,4) 296,2 30,9 Income (Loss) after tax from non-current assets held for sale 17,4 16,0 21,8 (20,3) Minority interest (12,9) (9,9) (3,7) 0,7 Net income for the period 467,1 274,7 276,7 (84,4) 9M 2010

Banco Popolare Group

Consolidated 9M 2010 income statement: breakdown

€192.3m

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Normalised Net Income: healthy recurring profitability

Banco Popolare Group achieved a normalized net profit
f about €260m as at 30/09/2010, thus demonstrating

its capability to generate healthy profitability in the current tough business environment

The main one-off items were as follows:
PPA

accounted for almost

€186m.

The negative impact of PPA on Banco Popolare is expected to decrease further to around -€112m in 2011, -€49m in 2012 and -€29m in 2013

Positive FVO due to the widening of credit

spreads, was ~ €177m (€261m gross of tax). Negative impact of ~ -€333m for 9M 2009 gross of tax

Writedowns on government bonds reached

~ -€70m (-€103m gross of tax)

Deferred tax assets at €286m: these refer to

tax credits resulting from Banca Italease being included in the Banco Popolare group’s scope of consolidation for tax purposes BP Group 9M 2010 Net Income

Non - recurring items: €392.6m net (€443.6m gross)

467.1 260.3

185.8

+176.7

69.9

+285.8

Group Net Income PPA (i) FVO Write Downs

n Treasury

securities DTA (Italease) Normalised Net Income

(i) Adjustment of the P&L effect of the Purchase Price Allocation related to the business combination of both Banca Italease (in 2009) and ex-Banca Popolare Italiana (in 2007), as further detailed in the Appendix.

Banco Popolare Group

Group

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3. Capital Adequacy
2. 9M 2010 Group results at glance
1. Banco Popolare Group Overview
4. Customer Loans and Credit Quality
5. Funding Strategy and Liquidity Profile
7. Banco Popolare’s Mortgage Business and Underwriting Policies

Agenda

Page

16 12 3 20 37

Appendix 1: Additional Information on Banco Popolare Group Appendix 2: The Italian Mortgage Market

27

56 84

8. Cover Pool Description

47

6. Banco Popolare’s OBG Programme

31

9. Focus on Banca Italease

51

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Amount, Terms and Conditions

Right issue: transaction overview and rationale

Rationale

Redemption of €1.45bn “Tremonti Bond” taken out in 2009.
Capital base increase.
Alignment to the new regulatory environment (Basle III).
Strengthening of the competitive positioning.

(i) Preliminary estimates

Outcome

Shares subscribed during the offer period (17/01/2011-11/02/2011): 1,121,091,216

(99.832%).

Shares subscribed following the auction of unexercisied rights (15/02/2011): 1,889,188.
Retail shareholders subscribed 50%(i) of the Offer (of which €770m have been

subscribed by Banco Popolare branch customers). Underwriting

Offer fully underwritten by a syndicate of domestic and international investment banks.
BofAML and Mediobanca Joint Global Coordinators and Joint Bookrunners.
Credit Suisse, Deutsche Bank and Goldman Sachs Joint Bookrunners.
9 additional Co-lead managers.
€ 1.988bn.
1,122,980,404 million new ordinary shares issued.
7 new shares for every 5 existing common shares and / or existing convertible bonds

2010/2014 at a subscription price of € 1.770 per share.

Number of share outstanding post right issue: 1,763,464,410

Fully successful right issue: subscribed 100% for a total of €1.98bn

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Rights issue to strengthen capital adequacy levels

Banco Popolare capital ratios

(i) The €1.0bn ‘Soft Mandatory’ convertible notes, issued at the end of March 2010, are convertible after 18 months after the issue date, both at the request of the bondholders and of the issuer.

Pro-forma ratios as at 30 June 2010

do not include:

Disposal of Factorit (-€1.9bn RWA) and Caripe (-€0.9bn RWA, 51 retail branches) finalized in July and December 2010, respectively.

Core Tier 1 Tier 1 Total capital +31bps

30/06/10 Accounting Ratios

+216bps

30/06/10 Pro-forma Ratios

155bps

6.1% 7.6% 10.3% 8.5% 11.2% 7.0% RWA: € 92.7bn

Disposal of Factorit & Caripe Capital increase of €2bn ‘Tremonti Bond’ redemption for €1.45bn

The reimbursement of the Tremonti

Bond allows to save a coupon 8.5% p.a., thereby reducing the dilutive impact of the rights issue

n

distributable net income (approx. +€247m in two years). More capital flexibility to sustain loan growth and dividend policy.

possible conversion of the SMCN(i) (up to

+110 bps on Core Tier 1 ratio);

benefits from the possible disposal of other

non-core assets;

the negative impact expected at year-end

2010 from the adoption of new Bank of Italy ECAI rules (~ -30bps).

Still based on the Standard Methodology (hence not yet including any benefits from an internal rating-based methodology).

N.B.: The indicated capital ratios are still based on the standard methodology. A clear positive impact is expected from the future adoption of the advanced model.

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RWA/Total Assets ratio: Banco Popolare vs. peers

75% 67% 66% 54% 52% 49% 48% 0% 10% 20% 30% 40% 50% 60% 70% 80% Peer1 Peer2 Peer3 Peer4 Peer5 Peer6 Peer7 BP 67% Italian Peer Average: 51% European Peer Average: 34%

Source: Financial Reports as of 30/06/2010. Peers include: ISP, UCG, UBI, MPS, BPM, BPER and Carige. Source: KBW European scans report pubblished on 21/01/2011. N.B. In addition to the above-exposed countries, the European Peer Average includes also Portugal, Ireland, Austria, Greece and a UK Asian bank.

Italian comparison: data published for 30 June 2010 European comparison: estimates for year-end 2010

Notes: The Peer average is calculated as the sum of total RWA over the sum of total assets. The ratio indicated for Banco Popolare does not include the impact of higher RWAs expected at year-end 2010 from the adoption of the new Bank of Italy ECAI rules (~71%).

53% 51% 34% 33% 31% 27% 0% 10% 20% 30% 40% 50% 60% 70% Spain Italy Nordics Germany UK France & Benelux

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3. Capital Adequacy
2. 9M 2010 Group results at glance
1. Banco Popolare Group Overview
4. Customer Loans and Credit Quality
5. Funding Strategy and Liquidity Profile
7. Banco Popolare’s Mortgage Business and Underwriting Policies

Agenda

Page

16 12 3 20 37

Appendix 1: Additional Information on Banco Popolare Group Appendix 2: The Italian Mortgage Market

27

56 84

8. Cover Pool Description

47

6. Banco Popolare’s OBG Programme

31

9. Focus on Banca Italease

51

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Customer loans: focus on Retail and SMEs

30/09/2010 Households Other Small Businesses Large Corporate €/bn (average data) Mid Corporate

31/12/09 30/09/09

17.2 12.7 28.3 9.8 16.1 5.0 7.7

0.7

16.6 12.3 28.0 10.2 5.6 6.7 15.5

0.5

18.5 17.2 13.6 5.7 30.0 8.0 10.5 +10.9% +7.2% +10.5% +7.1% +7.1% +5.6% +3.1% +6.9%

30/09/10 31/12/09 30/09/09 30/09/10 31/12/09 30/09/09 30/09/10 31/12/09 30/09/09 30/09/10

€/bn

18% 26% 2% 15% 39%

0.7

Gross customer loans

Cust. Loans of BdT by segments

Comments

(period-end data)

Mortgage loans

Banks of Territory (BdT): increase in customer loans by segments (period-end data)

Mortgage loans

Group gross customer loans rose 6.5% y/y and

4.5% since year-end 2009.

In

particular, Household loans increased by +10.9% y/y (+7.2% since year-end 2009), while Small Businesses lending grew +10.5% y/y (+7.1% since year-end 2009). Households Small Businesses Mid Corporate Large Corporate

31/12/09

+4.5%

30/09/10

87.6

26,2 30.5

91.6

32.8

57.1 58.8

30/09/09

86.0

26,2 29.5

56.5

+6.5%

Banco Popolare Standalone

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2,658.2 2,468.0 2,793.8 5,390.8 4,657.7 4,510.9 754.2 1,448.7 1,437.9 881.7 586.4 720.7

31/12/2009 30/06/2010 30/09/2010

€/m €/m

4,855.4 4,607.6 5,000.8 6,593.5 5,681.2 5,457.0 860.3 1,695.7 1,749.2 926.9 634.0 777.5

31/12/2009 30/06/2010 30/09/2010 13,236.1 9,684.8 9.463.4 12,984.5 12,618.5

+22.6% +3.2%

3.9%

+8.5%

9,160.8

+22.9%

0.7%
3.2%

+13.2% +103.3%

17.2%

+3.0%

16.1%

+90.7%

16.3%

+5.1%

18.3%
2.3%
1.9%

+2.9% +3.3%

Banco Popolare Group

Gruppo Banco Popolare: impaired loans

Gross impaired loans Net impaired loans

NPLs Watchlist Restructured Past Due NPLs Watchlist Restructured Past Due

%chg. 31/12/09 %chg. 31/12/09

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Asset quality: stabilized and under control…

Comments

% change 30/09/10 over YE 2009

Trend in gross impaired loans

vs. domestic peers(i)

Peer Average: 10.2% 13.7% 10.9% 1.1% 13.1% 13.6% 6.2% 13.1%

BP Stand.

Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Peer 7

+7.7%

(i) Peers include ISP, UCG, MPS, UBI, BPER, BPM and Carige. Data based on latest reported figures as at 30/09/2010.

Banco Popolare Standalone

BP Standalone total gross impaired loans BP Standalone total net impaired loans

€/m NPLs Watchlist Restructured Past Due €/m NPLs Watchlist Restructured Past Due

8,384.7 5,972.4 6,525.9 9,030.0 +21.3% +0.4% +23.1%

29.2%

+16.1% +3.0% +38.8%

29.9%

+9.3% +7.7% % change since YE 2009

% change since YE 2009 3,054.8 3,759.4 3,910.6 3,925.0 674.7 818.5 744.6 527.1

31/12/2009 30/09/2010

1,483.7 2,058.7 3,189.8 3,284.7 591.7 686.9 707.1 495.6

31/12/2009 30/09/2010 8,722.5

3,419.0 4,176.6 723.0 403.9

30/06/2010 6,307.4

1,803.2 3,471.8 653.6 378.7

30/06/2010 +4.5% +4.6%

Gross NPLs are up 23.1% since YE 2009 and registered a change in the portfolio mix: positions up to €250,000 registered an

increase (mainly residential mortgage loans: +12%), which has led to less accounting provisions due to a better collateralization (for these specific positions, the total coverage rose from 91% to 94%).

Gross Watchlist Loans remain basically stable since YE 2009. They are well fragmented and are characterized by a higher

accounting coverage on average for positions >€3m (21%), whereas for the positions up to €500,000 the coverage is represented to a significant degree by RE collateral, with a total coverage (accounting provisions + RE collateral) of 55%.

Gross Restructured loans increased by €96m in Q3, of which €78m related to the support plan denominated “SOS famiglie/

Ditte individuali”. The 5 largest positions, which continue to perform in an orderly way, account for 45% of the total. One of these 5 positions, accounting for 13% of the total portfolio, is provisioned against by 15%, plus an additional 29% of real estate collateral solely in favour of our Bank.

Gross Past-Due loans down by 29.2% since YE 2009. The increase in the stock registered in Q3 2010 is related to the

specific period of the year clashing with summer months characterized by a lower level of collection activity.

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…with healthy coverage levels vs. domestic peer average

BP Standalone total impaired loan coverage ratio

vs. domestic peers (30/09/2010)(i)

(i) Peers include ISP, UCG, MPS, UBI, BPER, BPM and Carige. Data based on latest reported figures as at 30/09/2010. (ii) Coverage ratio adjusted for write-offs which the bank makes to a significant degree for non-performing loans under bankruptcy procedures (for a total of €1.9bn as of 30/09/2010) together with the entire use of the specific NPL-related accounting reserves already booked against such loans.

BP Standalone NPL coverage ratio

vs. domestic peers (30/09/2010)(i)

Adjusted coverage ratio (ii)

Comments

Banco Popolare’s Coverage ratios, adjusted for so-called “stralci ” (i.e. write-offs of the portion of the gross credit amount estimated

as non-recoverable and of the entire related specific accounting reserve previously booked; these write-offs are common in the Italian banking system for their relevant tax benefit) made on NPLs under bankruptcy procedures, are in line with the Italian banking system average (40% vs. 35% on average for total impaired loans and 64% vs. 56% on average for NPLs).

BP ‘standalone’ total NPL coverage ratio, including real guarantees, is equal to ~92%.

66% 60% 59% 56% 53% 49%

Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6

45% 43% 41% 37% 28% 27%

Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6

26%

Peer 7

40%

BP Stand.

Peer Average: 35% 46%

Peer 7

45% 64% Peer Average: 56% 28%

Adjusted coverage ratio (ii)

Banco Popolare Standalone

BP Stand.

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99 86 94 122 140

Cost of credit under control

BP ‘standalone’ LLPs: quarterly trend

Cost of credit risk stood at 76 bps at 30 September 2010, in line with the 2009YE data
The current level of cost of risk reflects Banco Popolare’s strict valuation policy and provisioning on impaired loans.

91,587 87,614 85,969 €/m Gross customer loans Loan loss provisions (net)

BP ‘standalone’ LLPs and cost of credit risk

520 665 437

30/09/10 30/09/09 31/12/09

€/m

6.8%

Q2 10 Q3 10 191 178 Cost of credit risk (annualised) 76 76 68

BP Standalone Cost of credit risk vs. domestic peers (i)

na 76 Peer Average: 71

46 71 57 59 76 116

BP Standalone 81bps BP Group including Italease

Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Peer 7 Annualised and calculated on gross customer loans

Comments

(30/09/10) na

43

BP Standalone

Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Peer 7

(31/12/09) 76

Banco Popolare Standalone

All figures do not include the contribution of Banca Caripe. (i) Peers include ISP, UCG, MPS, UBI, BPER, BPM and Carige. Data based on latest reported figures as at 30/09/2010.

Peer Average: 95

bps

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Notes: Calculation based on Annual Reports. 2006-2007 figures based on IAS, previous years on Italian Gaap; 2006-2007 and 2008 excluding time factor, with 2006 including disposal of NPLs. 2004 without Linea as the company was considered as equity stake afterwards.

Stated cost of credit risk

Calculated as Net LLPs/Gross customer loans

BPV BPVN BP Stand.

0.49% 0.32% 0.21% 0.45% 0.38% 0.22% 0.56% 1.40% 0.76% 0.45% 0.54% 0.58% 0.50% 0.50% 0.49% 0.32% 0.19% 0.21% 0.52% 0.39% 0.38% 0.22% 0.56% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 1.40% 1.60% 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 Merger with BPN Merger with BPI Acquisition of BSGSP Extraordinary Q4 2008 clean-up 0.76% 9M 10

annualized

Historic cost of credit risk

81bps for BP Group including Italease.

Banco Popolare Standalone

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3. Capital Adequacy
2. 9M 2010 Group results at glance
1. Banco Popolare Group Overview
4. Customer Loans and Credit Quality
5. Funding Strategy and Liquidity Profile
7. Banco Popolare’s Mortgage Business and Underwriting Policies

Agenda

Page

16 12 3 20 37

Appendix 1: Additional Information on Banco Popolare Group Appendix 2: The Italian Mortgage Market

27

56 84

8. Cover Pool Description

47

6. Banco Popolare’s OBG Programme

31

9. Focus on Banca Italease

51

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Sound balance sheet structure…

Total BP Standalone direct customer funds

/w: Direct cust. funds of the Banks of the Territory

€/bn Core Deposits(i) Bonds and Other Securities Repos +3.5% +6.1%

8.2%

% chg. 9M 10/ 9M 09

12.0%

+15.2%

3.3%

+4.4%

(i) Core deposits include CDs placed with retail customers. (ii) ‘Deposits’ include the following liability items under the Bank of Italy accounting scheme: item 20 (Due to Customers), item 30 (Securities issued) and item 50 (Financial liabilities designated at fair value); N.B. Banco Popolare bonds placed with retail customers are accounted for under item 50. (iii) Peers include ISP, UCG, MPS, UBI, BPER, BPM and Carige. Data based on latest reported figures as at 30/09/2010.

0.2%
Group direct customer funds broadly in line with year-end 2009,

however significant growth in the Households and Small Business segments (+6.2% y/y and +2.2% since YE2009).

Sound funding profile with a L/D ratio of 94% as at Sept. 2010.
Additional funding buffer from: (i) the portfolio of eligible

securities of €5.9bn (end of December 2010); (ii) the residential mortgage loan portfolio not used for self-securitisations or the covered bond pool for a total of about €2bn.

30/09/09 30/09/10 30/09/09 30/09/10

66.9 68.3 45.2 48.0 +2.0% +6.2%

31/12/09

69.4

31/12/09

47.0 +2.2%

1.7%
/w: households and small

business segments €/bn

Loan/Deposit(ii) ratios vs. peers (iii) Comments

100% 99% 98% 97% 95% 87% 94% BP Group Peer Average: 95% 87% €102.1bn including Italease

39.2 41.3 37.9 43.5 47.2 50.1 10.0 8.5 8.8 97.0 96.8 92.7 30/09/2009 31/12/2009 30/09/2010

Peer1 Peer2 Peer3 Peer4 Peer5 Peer6 Peer7

Banco Popolare Standalone

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Breakdown of TOTAL funding sources

Composition of customer funding sources

 Even including still outstanding Banca Italease bonds, the core retail component accounts for a high level of 78%

f the Group’s total customer funding sources.

 Good structural balance of the core banking business: Group loan/deposit ratio historically below 1.  €5bn Covered Bond issuance under the Covered Bonds Programme (guaranteed bank bonds) as an additional funding source.  €25bn EMTN programme in support of medium/long-term lending strategy (used by about €15.8bn).

Comments:

Total direct customer funds: €96.8bn (30/09/2010)

Breakdown of RETAIL funding sources

Institutional 16% Retail 84% Checking accounts 51% CDs 1% Repos 11% Bonds placed with retail customers 37% 22% including Banca Italease customer funding (ca. €6.4bn)

Banco Popolare Standalone

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Sound liquidity profile

Portfolio of still eligible securities Comments Senior EMTN and Covered bond issues in 2010 and 2011 Institutional funding maturities in 2010 and 2011(i)

 The Group’s liquidity position is satisfactory.  In 2010/2011, the Group’s funding strategy of issues on the wholesale market continued with:

€1bn EMTN senior bond issues;
€3.4bn Covered Bonds (under the €5bn programme);
€1bn Lower Tier 2 issue.

 In addition, in March 2010 the Group successfully completed the issuance of a €1bn convertible bond (four-year maturity).  At the beginning of 2011, the securitization of ‘BPL Mortgages 3’ was unwound, the assets of which to be used for following Covered Bonds issues (20/02/2011). €/bn 22/02/11 5.4 €/bn €/bn 0.5

+90

Jan. 10

2 years 7 years 1.0

+80

Feb. 10

Spread on mid-swap interest rate 0.5

+170

Sep. 10

3 years 5 years (0.8+0.15)

+135

Sep./

Oct. 10
Oct. 10

1.0

+320

10 years

Lower T2

BP Standalone Banca Italease 1.4 2.8 3.5 2010 2011 1.6

(i) Nominal values

Jan./

Feb. 11

Covered Bond

3 years

+170

31/12/10 5.9

Senior Senior

(0.7+0.25) Amounts indicated for FY 2010 were re-imbursed. Unwinding of ‘BPL Mortgages 3’ for €1.6bn.

Aug. 10

0.4 7 years

Jan. 11

Covered Bond

18 years 0.1

Covered Bond Covered Bond Covered Bond

Private Placements

7.0

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3. Capital Adequacy
2. 9M 2010 Group results at glance
1. Banco Popolare Group Overview
4. Customer Loans and Credit Quality
5. Funding Strategy and Liquidity Profile
7. Banco Popolare’s Mortgage Business and Underwriting Policies

Agenda

Page

16 12 3 20 37

Appendix 1: Additional Information on Banco Popolare Group Appendix 2: The Italian Mortgage Market

27

56 84

8. Cover Pool Description

47

6. Banco Popolare’s OBG Programme

31

9. Focus on Banca Italease

51

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Summary of the Banco Popolare programme

RBS, UBS Investment Bank Arrangers 10% Risk Weighting BNP Paribas Bondholders Trustee Italian Governing law Jumbo benchmark size Type of Issuance Mazars S.p.A. Asset Monitor Aaa / AAA (Moody’s / Fitch ) Ratings Dynamically adjusted via ACT/Interest Coverage Test Over-collateralisation Luxembourg Stock Exchange; EUR 100,000 Listing/Denomination Up to 15% Substitute Assets Italian Law-based Covered Bonds (OBG) Security Structure Exclusively Italian prime residential mortgages Cover Pool 80% at inclusion and capped by the Asset Coverage Test (ACT) Maximum LTV BP Covered Bond S.r.l. a bankruptcy remote, special purpose entity which benefits from segregation principals well established under law 130/1999 Guarantor Banco Popolare Societá Cooperativa Issuer Banca Popolare di Verona, Banca Popolare di Novara, Credito Bergamasco, Banca Popolare di Lodi, Cassa di Risparmio di Lucca Pisa Livorno Originator

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Overview of Covered Bond issuance structure

Swap Cash Flows

Mortgage Pool Swap Counterparties

BP Covered Bond S.r.l. (Guarantor) Investors (Emittente) Issuer

Sellers

Covered Bonds Proceeds Guarantee Purchase price Transfer of assets Repayment of subordinated loan Subordinated loan

Covered Bond Swap Counterparties

Swap Cash Flows

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Yes

Compliance with CRD

Yes – Mandatory Test and Voluntary Tests

Protection against ALM

Seller may replace, non-eligible, defaulted or non-performing loans

Protection against credit risk

To be subject to an asset coverage test on a contractual basis

Mandatory over- collateralisation

Yes

Voluntary over-collateralisation

Depending on Tier 1 and total capital ratios. There is no limit as long as the respective bank maintains a total capital ratio above 9% and a tier 1 ratio above 6%

Outstanding OBG to regulatory capital

All payments are received from the special entity's assets. These payments are expected to be collected in a separate account. Investors continue to receive scheduled payments, as if the issuer had not defaulted

1st claim in the event of insolvency

In the event of insufficient pool assets proceeds to cover their claim, investors rank pari passu with senior debt

holders. There is a simultaneous unsecured dual claim against the issuer and secured against the portfolio held by

the specially separated entity

External support mechanisms

Bank of Italy

Special Supervision

Yes

Compliant with UCITS Art. 22 par. 4

Obbligazioni Bancarie Garantite

Name of the instruments

80% / 60%

LTV barrier residential / commercials

EEA and Switzerland

Geographical scope for mortgage assets

EEA states and Switzerland, subject to a maximum risk weighting of 20% Non-EEA states or local authorities subject to a maximum risk weighting of 20% and up to 10% of the pool

Geographical scope for public assets

Up to 15%

Integration Assets

Hedge position are part of the structural enhancements intended to protect bondholders

Inclusion of hedge positions

Cover assets are segregated by Law through the transfer to a separate entity

Asset Allocation

N/A

Restriction on business activity

No: any Italian bank fulfilling specific criteria for transfer of Assets and issuance of Covered Bonds

Special banking principle

Article 7-bis of law 130/1999, Ministry of Economy & Finance decree 310 dated 14 December 2006 and Bank of Italy instructions issued on 17 May 2007

Legislation

Italian Covered Bond Legal Framework

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Bank of Italy OBG requirements

 Pursuant to Bank of Italy supervisory regulation (dated 15 May 2007), OBG may only be issued by banks with:

– minimum consolidated regulatory capital of € 500m – minimum Total Capital Ratio of 9% – minimum Tier 1 Ratio of 6%

 In addition the assignment of assets to the cover pool is subject to certain limits based on the bank’s total capital and Tier 1 ratios:

Up to 60% of the available eligible assets Total Capital Ratio (TCR) ≥ 11% Tier 1 Ratio (T1R) ≥ 7% 10% ≤ TCR < 11% T1R ≥ 6.5% 9% ≤ TCR < 10% T1R ≥ 6% No limits Up to 25% of the available eligible assets

(i) Accounting ratios as of 30/06/2010

Banco Popolare Ratios(i):  Tier 1: 7.6%  Total Capital: 10.3%

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“OC” and ALM matching requirements

Note: These pages contain a summary/overview of the Priority of Payments and Tests. For the official wording please refer to the Base Prospectus

Minimum 7.5% “OC”(93% Asset Percentage) adjusted dynamically to protect AAA/Aaa ratings The aggregate outstanding amount of the Cover Pool must be at least equal to the Outstanding Amount of all the OBG issued under the Programme The Net Present Value of the cover pool (net of the SPV general and administrative expenses) including derivatives must be at least equal to the NPV of the

utstanding Obbligazioni Bancarie Garantite

Asset Coverage Test (ACT) Net Present Value Test Interest Coverage Test

Interests generated by the cover pool (including derivatives) must be sufficient to cover interest payments under the Obbligazioni Bancarie Garantite

“OC” Test

Mandatory Test (by Law)

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3. Capital Adequacy
2. 9M 2010 Group results at glance
1. Banco Popolare Group Overview
4. Customer Loans and Credit Quality
5. Funding Strategy and Liquidity Profile
7. Banco Popolare’s Mortgage Business and Underwriting Policies

Agenda

Page

16 12 3 20 37

Appendix 1: Additional Information on Banco Popolare Group Appendix 2: The Italian Mortgage Market

27

56 84

8. Cover Pool Description

47

6. Banco Popolare’s OBG Programme

31

9. Focus on Banca Italease

51

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Market share of Banco Popolare

Assofin: breakdown by loan scope 8.8%

Evolution of Banco Popolare market share – (Assofin: “Credito Immobiliare erogato alle famiglie consumatrici”)

The “other loans” continue to grow and account for 30% of the total as of September 2010, against 22% in 2008.

2009

91% 14.4%

Flows paid for “other loans” (including replacements and substitutions) Flows paid for loan purchase Overall Change (%)

90% 86% 78% 72%

10% 14% 22% 28%

15.4% 6.1% (14.4%) (6.8%)

0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 2006 2007 2008 2009 (25%) (20%) (15%) (10%) (5%) 0% 5% 10% 15% 20%

Breakdown % Growth rate %

8.50% 6.80% 2007 2008 9M 2010 ~8%

30%

70% 14%

9M 2010

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Mortgage loans: new production and stock

(i) Real Estate and Land Mortgages to private individuals (excluding Banco Popolare Group employees)

In 2010, Banco Popolare’s new mortgage loan production is mainly derived from the “internal networks” of the commercial banking subsidiaries (98%), which also represent about 94% of total stock.

New production (i) (data as of 31/12/2010) Stock (i) (data as of 31/12/2010) Total BP External Networks Internal Networks Volume (€/bn) 18 16.9 1.1 Total BP External Networks Internal Networks 4.3 4.2 0,1 Volume (€/bn)

Average Maturity (years) Average mortgage (€/000)

21.3 130 21.2 130 28.5 139 13.7 89 13.2 87 23.9 126

Average Residual Maturity (years) Average Residual Amount (€/000)

+ 9%

vs. 2009

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Breakdown of new production and stock by type

(i) Real Estate and Land Mortgages (excluding External Networks)

Mortgages in the stock are mainly with floating rates (73% of the total). New production (mainly floating rate products) in 2010 (84% of the total), as a consequence of the declining interest rate environment in that year.

Fixed Floating Fixed Floating

33% 67% 32% 68%

% no. mortgages % no. mortgages

69%

New production 2009

New production (1) (data as of 31/12/2010) Stock (1) (data as of 31/12/2010)

67% 33%

84% 16% 73% 27%

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Origination and underwriting

Sales force Underwriting Property Valuation Servicing

 All mortgages are originated mainly through banking branches distributed across

Italy. A small percentage is originated through a network of primary real estate
agents. The initial Cover Pool includes only mortgages originated through the direct

channel  All mortgages are underwritten at branch level  The authority that approves the mortgage loan depends mainly on amount requested, length of the loan and evaluation of the automatic valuation tool “Sco.Pri”)  Underwriting criteria involve scoring and customer limits, with the final decision always being made by a credit officer  All mortgage properties are assessed by independent appraisers performed by CRIF  All evaluations are based on full physical inspection  Mortgage properties involve an insurance policy in favour of Banco Popolare  Banco Popolare performs all of its own servicing through:

constant dialogue with clients
advanced monitoring system to supervise the performance of the pool
dedicated subsidiary to carry out the recovery process of the defaulted loans

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Summary of the underwriting process

Closing ATTRIBUTION OF FILE ACCORDING TO LIMITS Depending on the borrower’s (internal rating) and loan’s characteristics and falling within a given category of limit, the file is allocated to the appropriate underwriter for the credit decision Pre-closing procedures:

Execution of loan & guarantor’s contracts
Signing of insurance contracts & making of

insurance payment

Notarisation of the mortgage contract
Registration of the property

SANCTIONING Key facts for credit decision

Debt to income
Credit Score
Credit period
LTV
Age
Property appraisal report
Additional guarantees

DATA COLLECTION AND INPUT Collection of documents from the borrower (financial status & credit performance; as well as property information— location, type) EVALUATION OF TOOL “Sco.Pri” Assessment of borrower’s credit-worthiness via internal model, based on borrower’s and other available information PROPERTY VALUATION Property appraisal performed by CRIF(i)

(i) Property Valuation can also been postponed at certain conditions, but then has to be finalized before the Pre-closing procedures.

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The “Sco.Pri” system

“Sco.pri” valuation methodology: high level scheme of the automatic valuation steps

FINAL RESULT: 4 potential valuations 1 – VALID APPLICATION (GREEN) 2 – FURTHER ANALYSIS REQUIRED (YELLOW) 3 – HIGH RISK APPLICATION (ORANGE) 4 – APPLICATION WITH SEVERE PREJUDICIAL ELEMENTS (RED) Ordinary sanctioning powers Sanctioning powers increased by one level Sanctioning powers increased by two levels Preliminary checks Financial sustainability checks

Valuation CPC (internal model) Rating (or CBS Score) Expected Loss (PD x LGD)

Upgrading factors Downgrading factors

NOTE the disposable income used for all financial checks takes into consideration the cumulated income of applicant and potential loan guarantor. Loan guarantor income not considered if there are prejudicial elements, negative rating (or negative CBS Score if without rating), or it’s not a relative of the applicant Existence of minimum wage based on ISTAT poverty threshold Final total indebtedness below 50% of wage “mortgage instalment/ disposable income” ratio below internal threshold

“Adverse credit charges”

(i)

NPL on Bank or System database(i) Arrear (incaglio) on Bank

r System database(i)

Past due on Bank or System database(*) Cancelled cheque(*) Underage applicant Inhibited applicant Bankrupted applicant ”Not to entrust” marked applicant

Other checks

Sever prejudicial elements(i) Under observation positions(i) Called positions(i) Type of applicant Type of mortgage applicant age + mortgage duration equal or above 80 years Lien > 2 Mild prejudicial elements applicant’s total net financial assets >= 50% of mortgage Value of pledged securities

(ii) >= 50% of mortgage

(**) if pledged securities >= 100% of mortgage, final result always positive

Check of monthly value (internal model) Checking of counterparty rating Check of expected loss (%) resulting from counterparty PD and weighted average for all credit lines LGD Note: (i) check performed on applicant and guarantors; (ii) if pledged securities >= 100% of mortgage, final result always positive.

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Appraisal process of mortgage properties

 Appraisal process before 2008: for mortgages of over €175,000, properties were assessed by independent appraisers, managed by the Special Purpose Loans Group – Appraisals Office  The external appraiser sent a copy of the valuation to the Appraisals Office and to the proposing branch. The branch sent the valuation together with the notary report to the Special Purpose Loans Group to complete the appraisal process  Appraisal of mortgage properties were required regardless of the amount if property were located outside the territorial competencies of the branch, or other’s mortgage were already in place or for multiple properties  Appraisal process after January 2008: obligation to perform an appraisal process regardless of the amount  All real estate appraisal are assigned to the “Evaluation Building” department of CRIF, which comprises independent appraisers which use standardised and certified evaluation criteria. Key data and information from the appraisal are also used to perform periodic revaluation of the collateral  CRIF guarantees the appraisal values and is economically responsible for the evaluations provided  The report received from CRIF is sent to the Special Purpose Loans Group to complete the mortgage request process

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Approving powers in the underwriting process

 In the following table an example with the approving powers of the different competent bodies Up to 275,000 Branches (excluding the London Branch) Up to 2,500,000 Business Area Up to 8,000,000 Credit Up to 6,000,000 General Manager Up to 15,000,000 Chief Executive Officer Up to 20,000,000 Credit Committee Up to 30,000,000 Executive Committee Over 30,000,000 Board of Directors (EUR) Committees and Management

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Servicing and delinquency management process

Timing Actions

1st reminder letter Branch contact 2nd reminder letter Telephone contact

3rd day before the end of the month of the missed payment During the month from the missed payment 3rd day before the end of the month of the missed payment During the following 15 days after the second missed payment For 30 days from the missed payment Performed by Automatic procedure Automatic procedure Internal call centre Branch First unpaid (0 – 30 dd) For 60 days from the missed payment 2nd missed payments (30 – 60 dd) 3rd missed payments (60 – 90 dd) From 150 days to 180 days from the first missed payment At the missed payment for 15 dd Head of Credit Dpt.

Returning to performing or transfer to Arrear/NPL

External recovery company 1

Status to arrear (incaglio) Branch contact

6th missed payment (150 – 180 dd) 4th missed payment (90 – 120 dd) Branch

Direct contact domicile 3rd reminder letter

In the last 10 days of the calendar month of the 3rd missed payment Branch Following the Arrear Department valuation for 75 dd External recovery company 2

Direct contact at domicile

At the missed payment 9th missed payment (240 dd)

Proposal to NPL status

Automatic procedure Arrears dpt (incagli) -centralised (Area or head office) Partial promise to pay (150 – 180 dd)

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3. Capital Adequacy
2. 9M 2010 Group results at glance
1. Banco Popolare Group Overview
4. Customer Loans and Credit Quality
5. Funding Strategy and Liquidity Profile
7. Banco Popolare’s Mortgage Business and Underwriting Policies

Agenda

Page

16 12 3 20 37

Appendix 1: Additional Information on Banco Popolare Group Appendix 2: The Italian Mortgage Market

27

56 84

8. Cover Pool Description

47

6. Banco Popolare’s OBG Programme

31

9. Focus on Banca Italease

51

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48

Cover Pool Highlights

Current loan balance (EUR) Original LTV (%) Current LTV (%)

Balance (€) 6,287,989,856 Number of loans 64,812 Average loan balance (€) 97,019 WA seasoning (years) 2.89 WA remaining term (years) 18.61 Number of borrowers 64,560 WA CLTV 51.26% Percentage of floating rate mortgages 71.64% WA interest rate on floating rate loans (%) 2.16% WA margin on floating rate loans (bps) 120.8 WA interest rate on fixed rate loans (%) 5.35% Figures refer to volume of outstanding mortgages – Data as of 20 February 2011

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49

Cover Pool Highlights

Base index for floating rate loans (%) Current interest rates (%) Interest rate on fixed rate loans (%) Margin on floating rate loans (bp)

Figures refer to volume of outstanding mortgages – Data as of 20 February 2011

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50

Cover Pool Highlights

Geographical distribution (%) Regional distribution (%) Remaining term (years) Loan seasoning (years)

Figures refer to volume of outstanding mortgages – Data as of 20 February 2011

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3. Capital Adequacy
2. 9M 2010 Group results at glance
1. Banco Popolare Group Overview
4. Customer Loans and Credit Quality
5. Funding Strategy and Liquidity Profile
7. Banco Popolare’s Mortgage Business and Underwriting Policies

Agenda

Page

16 12 3 20 37

Appendix 1: Additional Information on Banco Popolare Group Appendix 2: The Italian Mortgage Market

27

56 84

8. Cover Pool Description

47

6. Banco Popolare’s OBG Programme

31

9. Focus on Banca Italease

51

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Banca Italease: reorganization process finalized

Banco Popolare Banco Popolare 91.4% NewCo Due Net cust. loans (**): €4.8 bn BPER, BPS, BPM BPER, BPS, BPM 67.2% NewCo Uno 20.0% BPER, BPS, BPM BPER, BPS, BPM Banca Italease Impieghi Lordi: € 20,8mld Banca Italease Impieghi Lordi: € 20,8mld Banco Popolare Banco Popolare Reorganisation Banca Italease Impieghi lordi: € 9,9mld Banco Popolare Banco Popolare NewCo 1: Release NewCo 2: Alba BPER, BPS, BPM BPER, BPS, BPM 80.0% (*) €3.9 bn BPER, BPS, BPM BPER, BPS, BPM Banca Italease Impieghi Lordi: € 20,8mld Banca Italease Net customer loans: €17.2 bn Banco Popolare Banco Popolare 88.1% Post PTO Banca Italease Net customer loans: €7.0 bn * Participation held by Banca Italease in NewCo 1 post conferments and after the company’s share capital increase. ** Includes (i) the conferment of a credit portfolio of € 2.4bn and (ii) loan securitisations for a total of €2.4 bn. *** The figures in brackets indicate the receivables portfolio (leasing+mortgages) as at 30 September 2010.

08 July 2009: closure of the PTO on Banca Italease with a 88.127% stake held by Banco Popolare; since 30/09/09, Banca Italease is consolidated on a line-by-line basis.

Banca Italease POST- conferments + NewCo1 consolidated on a line- by-line basis The 32.8% stake in NewCo 2 consolidated with the equity method

POST-conferments PRE-conferments

31 December 2009: legal effectiveness of the Banca Italease reorganisation. Transfer of business units to Newco 1 and Newco 2.
08 January 2010: €1.2bn capital increase finalised. Banco Popolare increased its stake in Banca Italease from 88.127% to 91.397%, following the exercise
f option rights on 30 December 2009.
8-26 March 2010: Mandatory offer on remaining Banca Italease shares (159,362,216) pursuant to art. 108, paragraph 2, of TUF (“Purchase Obligation”), at €0.797 per
share. Following the total shares tendered (138,116,651) Banco Popolare’s stake in Banca italease rose above the 95% threshold (98.853%), allowing it to

proceed with the buy-out of still outstanding shares.

8 April 2010: de-listing of Banca Italease.
29 Luglio 2010: sale of 90.5% stake of Factorit to BPS and BPM
December 2010: merger by incorporation of Italease Network in Banca Italease

Starting from 31 Dec. 2009

/w:

net impaired loans: €3.0 bn 32.8%

/w:

€1.5 bn factoring Post CAP INCREASE

On July 2010 90.5% stake of Factorit has been sold to BPS anc BPM

Data as of 31/12/2009. (now: €5.8 bn)*** (now: €3.2 bn)*** (now: €2.2 bn)*** (€5.1 bn as at June 2010) Net customer loans:

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Real Estate 71% Motor 1% Aeronaval 4% Equipment 7% Corp. Mortgages 17%

Banca Italease: ‘Release’ de-risking well underway with coverage levels on doubtful loans further enhanced…

‘Release’ Portfolio at year-end 2009… …and at 30/09/2010 Strong delivery in Release de-risking process: the aggregate amount of NPLs and watchlist loans of the Release portfolio decreased €1.7bn YTD.

4,850 925 92 184 2,186 1,463 NPLs Watchlist Restruct. Past Due Perform. Total 817 104 3,967 653 92 1,063 899 1,071 1,076 556 874 3,239 NPLs Watchlist Restruct. Past due >180d above the line Performing Total Gross Net Gross exposures Coverage:

38% 18% 20% 11%

Chg.

51%

Chg.

39%

89% of corporate mortgage loans are guaranteed by real estate assets

Chg.

18%
NPLs are provisioned against by €343m (38%)  including also the collateral, the total coverage rises to 106%.
Watchlist loans are provisioned against by €197m (18%)  including also the collateral, the total coverage rises to 100%.
Restructured loans also have a considerable level of provisions, equal to €163m  including also the collateral, the total coverage

rises to 109%.

33% 18% 12% 3%

Coverage:

Comments

€/m €/m

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Real Estate 57% Equipment 19% Corp. Mortgages 16% Motor 2% Other 0,5% Aeronaval 6%

… and ‘Residual’ portfolio under control

Italease ‘Residual’ portfolio at year-end 2009… …and at 30/09/2010

7,317 307 497 90 6,423 NPLs Watchlist Restruct. Past Due Perform. Total 114 146 98 133 5,113 6,207 306 458 5,183 161 352 5,857 NPLs Watchlist Restruct. Past due Performing Total

47% 14% 9% 23%

90% of corporate mortgage loans are guaranteed by real estate assets

Gross Net Coverage: Coverage:

NPLs are provisioned against by €145m (47%)  including also the collateral the coverage rises to 111%.
Watchlist loans are provisioned against by €106m (23%)  including also the collateral the coverage rises to 102%.
Equipment Leasing to be reduced by ca. 75% by year-end 2012 and by ca. 94% by year-end 2015.

Downsizing process well on track: residual portfolio down by 15% since year-end 2009.

Chg.

15%

43% 18% nm 5%

Comments

Gross exposures €/m €/m

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Appendix

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Banco Popolare Group ratings

(*) On 7 th May 2010, Fitch removed Banco Popolare’s long-term from Rating Watch, where it had been placed on 19 March 2009, affirming it at A- with ‘outlook negative’. (**) On 1st July 2009, Moody’s had affirmed Banco Popolare’s ratings, giving a stable outlook to the long-term rating; on 28 September 2010 Moody’s revised the outlook of the deposit ratings to ‘negative’ from ‘stable’, while the BFSR was lowered from C- to D+. (***) On 10th March 2010, S&P removed the long-term rating from creditwatch, where it had been placed on 17 December 2009, hence affirming the long-term rating at A-, with ‘outlook negative’, and the short-term rating at A-2. N.B. Indicated long-term ratings refer to the senior debt of the Group’s companies. Updated as of September 28, 2010.

Appendix 1: Additional information on Banco Popolare

A- (negative) A-2 Standard & Poor’s*** BFSR: D+ A2 (negative) P-1 Moody's Investors Service** Support: 2 Individual: C A- (negative) F2 Fitch Ratings* Other ratings Long-term (outlook) Short-term Agency

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Short term credit rating: A2 Long term credit rating: A- Outlook: Negative Short term credit rating: F-2 Long term credit rating: A- Outlook: Negative Short term credit rating: P-1 Long term credit rating: A2 Outlook: Negative

Franchise BP as a highly systemically important institution to Italy, given its leading franchise in the Northern Italian provinces and its 5.2% market share in national retail deposits as of December 2008 Liquidity BP's liquidity profile is adequate overall in the context of much tighter access to funding. Deep territorial roots in north and central Italy tap a large and stable pool of customer deposits that covers most financing needs Capital We are confident about the positive impact of capital strengthening actions that are in

progress. As a result, we expect the bank's

core Tier 1 ratio to sustainably exceed 7% by 2011 Asset Quality BP's management is committed to significantly strengthen the bank's current weak capital position and to address its large exposure to risky real estate operators and leasing loans that originated through agents and intermediaries during the Banca Italease consolidation Franchise BP ratings are based on its position as the fourth‐largest bank in Italy, with a strong franchise in some of Italy’s wealthiest regions Liquidity BP monitors and controls its liquidity on the basis of a three‐year plan, taking into account expected lending volumes. The volume of securities eligible for European Central Bank (ECB) refinancing is substantial: EUR11bn Capital BP’s capitalisation has been affected by a series of one‐off events since 2007 […]. Strengthening capitalisation has been one of the bank’s main objectives and will continue to be central to its strategy Asset Quality Fitch considers the high level of net impaired loans […] a key weakness of the bank, but takes comfort from the bank's good record in managing impaired loans. Fitch takes some comfort from the good quality of the collateral backing some of the group's largest impaired exposures

Source of comment excerpts: Moody’s 05-Oct-2010; Fitch 10-May-2010; S&P 26-Mar-2010.

Franchise Franchise value (C+) remains BP's main strength, although under some pressure if banking subsidiaries are sold to raise capital Liquidity BP scores worse than its Italian peers in our key liquidity ratio […] partly due to the consolidation

f wholesale-funded Italease. The loan to

deposit ratio of 93% in June 2010 was satisfactory Capital Capital adequacy could be strengthened through the disposal of assets if necessary(the sale of Caripe in October 2010 will add 17bp to CT1). Asset Quality The consolidation of Italease in 2009 resulted in the worst level of problem loans in BP's rating peer group. […]The bank's senior management is closely involved in the recovery process and is having some success in recovering Italease's largest positions

Rating comments: Selected Excerpts on Banco Popolare

Appendix 1: Additional information on Banco Popolare

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Main features of the “Soft Mandatory” Convertible Bond

On 25th February 2010, in keeping with the resolution passed by the EGM held on 30th January 2010, and with favorable opinion of the Supervisory Board, the Management Board of Banco Popolare has approved the terms of the “soft mandatory” convertible bond to be offered in option to the shareholders and to the holders of the convertible bond “Banco Popolare Prestito Obbligazionario Convertibile subordinato (“TDF”) 4.75% 2000/2010 – ISIN IT 0001444360” with the following main features (i):

Issue size: € 996,386,475.15 through the issuance of n. 162,014,061 convertible bonds to be offered to

shareholders and/or holders of the afore-mentioned convertible bonds based on a conversion ratio of n. 1 convertible bond every n. 4 shares and 43 convertible bonds every 400 convertible bonds under the “Banco Popolare Subordinated Convertible Bond (“TDF”) 4.75% 2000/2010 – ISIN IT 0001444360”.

Issue price: € 6.15
Size of the capital increase: € 996,386,475.15 including the share premium, through the issuing of new ordinary

shares with a nominal value of Euro 3.60

Duration: 4 years - from 24 March 2010 (Entitlement Date) to 24 March 2014 (Maturity Date)
Status: unsubordinated notes of the Issuer (senior ranking)
Coupon: fixed coupon equal to 4.75% gross per annum of the nominal value
Conversion rights: No earlier than 18 (eighteen) months after the Entitlement Date, the holders of the Notes may,

pursuant to the procedures and deadlines below, exercise the right to request the conversion of all or a part of the Notes held into Ordinary Shares, at a price equal to €6.15 each

Early redemption of the option by the Issuer: No earlier than 18 (eighteen) months after the Entitlement Date,

the Issuer may redeem all or a part of the Notes outstanding, by paying them fully or partly with shares, recognizing a premium on the bond nominal value of 10%

Final redemption: on the expiry date the convertible bonds which were not previously converted during the

conversion period will be redeemed at a value not below their nominal value, through the payment of a cash amount and/or the delivery of BP shares on the basis of most recent market price of the Banco Popolare stock

Listed on the ‘Mercato Telematico Azionario’ of Borsa Italiana, since 31 March 2010

(i) For all the terms and conditions of the “convertible bond 2010/2014” offer, please see the document published on Banco Popolare’s website (IR section)

Appendix 1: Additional information on Banco Popolare

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Net Interest Income: focused on commercial banking business

9M 09 1,369.2 1,466.7 9M 10

6.6%

1,579.7 1,481.5

6.2%

NII excluding PPA

BP Standalone NII

6.2%
9.9%
112.9
112.3

BP Stand. Peer Average (i)

% chg. 9M10 vs 9M09

€/m

Excluding PPA, NII decreased 6.2% Y/Y (vs
9.9% peer average), mainly due to:
sharp drop in the interest rates, (which

penalized in particular the mark down);

interest expenses of the SMCN bond (€12m
n a quarterly basis).
Retail nature and prudent approach confirmed

by the strong contribution to the NII (90% on average) coming from commercial banking business generated by the Banks

f

the Territory and the low contribution from financial assets to the NII (8% vs. 22% peer average).

NII quarterly trend of the Banks of the Territory

Q3 09

457 442

Q4 09 Q1 10

459

Q2 10

449

Q3 10

443

Comments

€/m

Customer spreads Accounts on average for 90% of the NII of BP standalone PPA

(i) Peers include ISP, UCG, MPS, UBI, BPER, BPM and Carige. Data based on latest reported figures as at 30/09/2010.

Appendix 1: 9M 2010 results – Banco Popolare ‘standalone’

Contribution of the financial assets portfolio and derivatives to the NII (i) 11% Financial assets/Total assets (i) Peer Average: 20% 38% 31% 19% 13% 8%

Peer1 Peer2 Peer3 Peer4 Peer5 Peer6

8%

BP Stand.

Peer Average: 22%

Peer7

n.a. n.a. 28%

Peer1

24% 23% 20% 11% 9%

Peer3 Peer4 Peer5 Peer6 Peer7

25%

Peer2 BP Stand.

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Net fee and commission income stood at €948m as at

30 September 2010, with a y/y growth of 8.5% and up 7.7% compared with 3Q 2009.

In

particular, commission income from asset management and bancassurance services grows 14.5% and 19.6% y/y, respectively.

873.4 947.5 9M09 9M10 +7.7% 288.3 310.6 Q3 09 Q3 10 +8.5%

Commission income: supported by A.M. and Bancassurance

873.4 314 323 311 9M 2009 Q1 10 Q2 10 Q3 10 €/m 2009 Quarterly average: €291m 2010 Quarterly average: €316m 168.0 201.0 9M09 9M10 +19.6% 97.9 112.1 9M09 9M10 +14.5% Bancassurance & Securities sale and distribution Asset Management

BP Standalone Net fee and commission income Comments

€/m €/m

Appendix 1: 9M 2010 results – Banco Popolare ‘standalone’

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Financial Result: strong and sustainable contribution from Aletti

259.4 400.2 9M 2009 9M 2010 +54.3%

Focus on NFR (30/09/2010)

400.2 STATED 9M 2010 +261.1

103.3
22.6

265.0 RECURRING 9M 2010 Cap gain on FVO Write-downs

n Gov. Bond ptf

Loss on PEO for Icelandic index policies Non- recurring items: +€135.2m (pre-tax)

BP Standalone NFR

202.5 193.8 Banca Aletti contribution 193.8

Comparison of

The NFR reached €400.2m as at 30/09/10. Excluding

€135.2m non-recurring items, it stood at €265.0m.

The NFR is affected by the breakdown of the financial

asset portfolio, considering that 80% of the securities are classified in the HFT category vs. a domestic peer average

f only 39%.
Substantial contribution from Banca Aletti (ca. €65m on

average on a quarterly basis) and sustainable over time, as mostly active in the structuring

f

investment products(i) distributed to retail customers through the Group’s own branch network

202.5 69 50 76 9M 2009 Q1 10 Q2 10 Q3 10

Banca Aletti contribution to the NFR

€/m €/m 2009 Quarterly average: €67.5m 2010 Quarterly average: €64.6m

Comments

(i) Includes structured bonds, certificates, policies, capital-guaranteed, absolute return products, etc.

Appendix 1: 9M 2010 results – Banco Popolare ‘standalone’

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Strict cost control

BP Standalone operating costs Comments Trend in other administrative expenses vs. domestic peers(i)

Operating costs down 2% y/y vs. peer average increase of 0.2%.
Personnel expenses up 1.6% y/y, influenced by a 10bps reduction in the

interest rate used in Q2 2010 for the NPV calculation of the severance fund (+€3m) and by the renewal of national labour contract (+€24m as at 30/9/2010).

Other admin. exp. and D&A decreased by 7.7% y/y, due to savings in
perating costs for €21.5m, in VAT for €6m and in D&A.
Total EOP headcount decreased by 112 employees y/y (on top of the

deconsolidation of Caripe). Year-end 2010 will benefit from the freeze of HR turnover and from the incentive scheme which is expected to result in a total reduction of ~300 employees. Going forward, the departure of 500 employees, mostly by mid-2011, has already been agreed with the trade unions, while further reductions are planned for 2012 and 2013.

Ongoing rationalization of the distribution network through the closure
f sub-performing branches (84 branches closed as at 9M 2010).
2.0%
1.9%

1,768.9 1,733.8 590.3 579.0 Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Peer 7 BP Stand.

30/09/09 30/09/10 19,588 319 7,386 11,016 867 19,476 319 7,499 10,832 826 Total Headcount (period-end)

Executives
Managers
Clerks
Other

FTE by category (ii)

Peer Average: -0.1% % change 9M 2010 over 9M 2009

∆

112
+113
184
41

(i) Peers include ISP, UCG, MPS, UBI, BPER, BPM and Carige. Data based on latest reclassified figures as reported by each bank as at 30/09/2010. (ii) Full Time Equivalent; headcount data exclude Caripe (385 employees on 30 Sept. 2010).

€/m Personnel Other Administrative Expenses D&A 362 190.4 369 180.2 29.6 38.1 Q3 09 Q3 10 1,081 574.6 1,098 547.1 88.3 113.7 9M 2009 9M 2010 7.1% 1.9%

0.4%
1.5% -2.0% -2.6% -3.3%
4.8%

Appendix 1: 9M 2010 results – Banco Popolare ‘standalone’

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Appendix 1: 9M 2010 results – Banco Popolare Group

Group consolidated balance sheet

Reclassified assets (thousand euro) 30/09/2010 31/12/2009 Chg.

10. Cash and cash equivalents

464,917 580,798 (115,881) (20.0%)

20. Financial assets held for trading

11,870,857 11,930,649 (59,792) (0.5%)

30. Fair value financial assets

174,605 183,526 (8,921) (4.9%)

40. Available-for-sale financial assets

2,581,548 2,056,466 525,082 25.5%

50. Financial assets held to maturity

234,889 306,240 (71,351) (23.3%)

60. Due from banks

8,205,539 9,566,348 (1,360,809) (14.2%)

70. Loans to customers

96,141,655 95,350,225 791,430 0.8%

80. Hedging derivatives

283,316 130,758 152,558 116.7%

90. Fair value change of financial assets in hedged portfolios

16,989 7,267 9,722 133.8%

100. Equity investments

1,632,684 1,637,221 (4,537) (0.3%)

120. Property, plant and equipment

2,307,629 1,442,462 865,167 60.0%

130. Intangible assets

5,173,721 5,294,942 (121,221) (2.3%)

f which: goodwill

4,407,565 4,474,030 (66,465) (1.5%)

140. Tax assets

2,571,434 2,358,414 213,020 9.0% a) current 242,941 249,737 (6,796) (2.7%) b) prepaid 2,328,493 2,108,677 219,816 10.4%

150. Non-current assets and groups of assets undergoing divestiture

2,060,137 1,915,762 144,375 7.5%

160. Other assets

2,635,000 2,948,013 (313,013) (10.6%) Total assets 136,354,920 135,709,091 645,829 0.5% Reclassified liabilities (thousand euro) 30/09/2010 31/12/2009

10. Due to banks

10,094,199 8,420,417 1,673,782 19.9%

20. Due to customers

49,995,498 53,191,863 (3,196,365) (6.0%)

30. Outstanding securities

24,025,916 25,227,520 (1,201,604) (4.8%)

40. Financial liabilities held for trading

4,254,717 3,878,649 376,068 9.7%

50. Fair value financial liabilities

28,058,968 26,763,737 1,295,231 4.8%

60. Hedging derivatives

210,470 168,456 42,014 24.9%

90. Fair value change of financial liabilities in hedged portfolios

11,230 41,518 (30,288) (73.0%)

80. Tax liabilities

767,204 731,499 35,705 4.9%

a) current

174,767 41,353 133,414 322.6%

b) deferred

592,437 690,146 (97,709) (14.2%)

90. Liabilities associated with non-current assets held for sale and discontinued

1,157,488 960,065 197,423 20.6%

100. Other liabilities

4,499,324 2,738,251 1,761,073 64.3%

110. Employee termination indemnity

405,988 415,688 (9,700) (2.3%)

120. Provisions for risks and charges

772,646 1,059,216 (286,570) (27.1%)

a) retirement benefits and similar commitments

251,108 244,280 6,828 2.8%

b) other provisions

521,538 814,936 (293,398) (36.0%)

140. Valuation reserves

(16,928) 35,720 (52,648) n.s.

160. Equity instruments

1,483,145 1,452,534 30,611 2.1%

170. Reserves

2,601,095 2,622,787 (21,692) (0.8%)

180. Share premium reserve

4,880,038 4,880,038

190. Capital

2,305,736 2,305,736

200. Treasury stock (-)

(30,944) (31,014) (70) (0.2%)

210. Minority interest

412,052 579,373 (167,321) (28.9%)

220. Income (loss) for the period

467,078 267,038 200,040 74.9% Total liabilities and Shareholders' Equity 136,354,920 135,709,091 645,829 0.5% Chg.

Includes Caripe

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Reclassified income statement - €/m 9M 2010 9M 2009 9M 2010 9M 2009 Net interest income 1,367.3 1,481.6 1,540.9 1,626.6 Profit (loss) on equity investments carried at equity 31.1 57.4 31.1 57.4 Net interest, dividend and similar income 1,398.5 1,539.0 1,572.1 1,684.0 Net commissions 956.8 877.5 956.8 877.5 Other revenues 46.6 170.4 76.6 10.0 Net financial income 398.3 202.2 404.7 259.3 Other operating income 1,401.7 1,250.1 1,438.1 1,146.8 Total income 2,800.1 2,789.1 3,010.1 2,830.7 Personnel expenses (1,124.6) (1,095.2) (1,124.6) (1,095.2) Other administrative expenses (577.3) (581.5) (577.3) (581.5) Amortization and depreciation (96.5) (116.3) (93.4) (113.2) Operating costs (1,798.4) (1,793.0) (1,795.3) (1,789.9) Profit from operations 1,001.7 996.1 1,214.8 1,040.8 Net write-downs on impairment of loans, guarantees and commitments (608.4) (485.9) (608.4) (485.9) Net write-downs on impairment of other financial transactions (35.2) (16.7) (35.2) (16.7) Net provisions for risks and charges (12.8) (36.0) (12.8) (36.0) Impairment of goodwill and equity investments (0.8) (3.1) (0.8) (3.1) Profit (loss) on disposal of equity and other investments 12.5 115.0 45.9 117.2 Income before tax from continuing operations 357.0 569.5 603.5 616.4 Tax on income from continuing operations 105.7 (230.8) 26.3 (309.1) Income (Loss) after tax from non-current assets held for sale 17.4 (26.5) 43.4 (20.9) Minority interest (12.9) 4.2 (20.3) (10.9) Net income for the period excluding PPA 467.1 316.4 652.9 275.6 PPA impact after tax

(185.8)

40.9 Net income for the period including PPA 467.1 316.4 467.1 316.4 INCLUDING PPA line-by-line EXCLUDING PPA line-by-line

Appendix 1: 9M 2010 results – Banco Popolare Group

Consolidated 9M 2010 income statement: accounting data

The two sets of results are not directly comparable considering that Banca Italease Group is consolidated starting only from 1 July 2009. Of which PPA ex-BPI: (101.5) Of which PPA Italease: (84.4)

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Appendix 1: 9M 2010 results – Banco Popolare Group

Relevant impacts on the P&L in 9M 2010

9 months 2010

Of which: Pre-tax Post-tax 261.1 176.7

€/m 285.8 285.8

103.3
69.9

157.8 106.8

Q1 2010 19.3 13.0

13.2
9.0

6.1 4.0 Q2 2010 239.7 162.2 285.8 285.8

103.7
70.2

136.0 92.0 Q3 2010 2.1 1.5 +13.6 +9.3 15.7 10.8 Gross cumulative FVO at 30/09/2010 amounts to +€284.8m, of which +€23.7m are the residual part of 2009.

FAIR VALUE OPTION
DEFERRED TAX ASSETS
WRITE-DOWNS ON GOVERNMENT BOND

PORTFOLIO

(Income statement item: Income taxes) (Income statement item: Net financial income) (Income statement item: Net financial income)

Total impact on Net Financial Income

Tax credits resulting from the entry of Banca Italease into the consolidated fiscal perimeter of Banco Popolare Group.

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

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Reclassified income statement - €/m Accounting data PPA (ex-BPI + BIL) Accounting data excluding PPA Fair Value Option Write-downs

n

Government securities Deferred tax assets Normalized Income statement excluding Net interest income 1.367,3 (173,6) 1.540,9

1.540,9

Profit (loss) on equity investments carried at equity 31,1 31,1

31,1

Net interest, dividend and similar income 1.398,5 (173,6) 1.572,1

1.572,1

Net commissions 956,8 956,8

956,8

Other revenues 46,6 (30,0) 76,6

76,6

Net financial income 398,3 (6,4) 404,7 261,1 (103,3) 246,9 Other operating income 1.401,7 (36,4) 1.438,1 261,1 (103,3) 1.280,3 Total income 2.800,1 (210,0) 3.010,1 261,1 (103,3) 2.852,3 Personnel expenses (1.124,6) (1.124,6)

(1.124,6)

Other administrative expenses (577,3) (577,3)

(577,3)

Amortization and depreciation (96,5) (3,0) (93,4)

(93,4)

Operating costs (1.798,4) (3,0) (1.795,3)

(1.795,3)

Profit from operations 1.001,7 (213,0) 1.214,8 261,1 (103,3) 1.057,0 Net w rite-dow ns on impairment of loans, guarantees and commitments (608,4) (608,4)

(608,4)

Net w rite-dow ns on impairment of other financial transactions (35,2) (35,2)

(35,2)

Net provisions for risks and charges (12,8) (12,8)

(12,8)

Impairment of goodw ill and equity investments (0,8) (0,8)

(0,8)

Profit (loss) on disposal of equity and other investments 12,5 (33,5) 45,9

45,9

Income before tax from continuing operations 357,0 (246,5) 603,5 261,1 (103,3) 445,7 Tax on income from continuing operations 105,7 79,4 26,3 (84,4) 33,4 285,8 (208,5) Income (Loss) after tax from non-current assets held for sale 17,4 (26,1) 43,4 43,4 Minority interest (12,9) 7,4 (20,3) (20,3) Net income for the period 467,1 (185,8) 652,9 176,7 (69,9) 285,8 260,3

Appendix 1: 9M 2010 results – Banco Popolare Group

Consolidated 9m 2010 ‘normalized’ income statement

In the fourth quarter of 2010, the PPA impact is expected to be about -€34m. On an annual basis, the PPA impact is expected to decrease to about -€112m in 2011, about -€49m in 2012 and about -€29m in 2013. Relevant P&L impacts detailed on slide 41.

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Reclassified income statement - €/m 9M 2010 9M 2009 % Chg. 9M 2010 9M 2009 % Chg. Net interest income 1,369.2 1,466.8 (6.6%) 1,481.5 1,579.7 (6.2%) Profit (loss) on equity investments carried at equity 35.6 57.4 (38.0%) 35.6 57.4 (38.0%) Net interest, dividend and similar income 1,404.8 1,524.1 (7.8%) 1,517.1 1,637.1 (7.3%) Net commissions 947.5 873.4 8.5% 947.5 873.4 8.5% Other revenues 23.0 (18.5) n.a. 53.0 12.5 324.0% Net financial income 400.2 259.4 54.3% 400.2 259.4 54.3% Other operating income 1,370.8 1,114.3 23.0% 1,400.8 1,145.4 22.3% Total income 2,775.6 2,638.4 5.2% 2,917.9 2,782.5 4.9% Personnel expenses (1,098.4) (1,080.6) 1.6% (1,098.4) (1,080.6) 1.6% Other administrative expenses (547.1) (574.6) (4.8%) (547.1) (574.6) (4.8%) Amortization and depreciation (88.3) (113.7) (22.3%) (85.3) (110.6) (22.9%) Operating costs (1,733.8) (1,768.9) (2.0%) (1,730.8) (1,765.8) (2.0%) Profit from operations 1,041.8 869.6 19.8% 1,187.1 1,016.7 16.8% Net write-downs on impairment of loans, guarantees and commitments (520.0) (436.9) 19.0% (520.0) (436.9) 19.0% Net write-downs on impairment of other financial transactions (35.9) (16.7) 115.5% (35.9) (16.7) 115.5% Net provisions for risks and charges (1.4) (34.7) (96.0%) (1.4) (34.7) (96.0%) Impairment of goodwill and equity investments (0.8) (3.1) (73.4%) (0.8) (3.1) (73.4%) Profit (loss) on disposal of equity and other investments 6.5 113.6 (94.3%) 12.1 115.8 (89.6%) Income before tax from continuing operations 490.1 491.7 (0.3%) 641.1 641.0 0.0% Tax on income from continuing operations (221.4) (262.4) (15.6%) (269.9) (312.0) (13.5%) Income (Loss) after tax from non-current assets held for sale 16.0 (32.1) n.a. 21.7 (26.5) n.a. Minority interest (9.9) (4.9) 102.3% (16.6) (12.6) 32.2% Net income for the period excluding PPA 376.2 290.0 0.3 PPA impact after tax

(101.5)

(97.7) 0.0 Net income for the period including PPA 274.7 192.3 42.9% 274.7 192.3 42.9% Including PPA line-by-line Excluding PPA line-by-line

Appendix 1: 9M 2010 results – Banco Popolare ‘standalone’

‘Standalone’ 9m 2010 income statement: accounting data

Net Financial Income for the

first 9 months of 2009 was negatively influenced by the FVO (-€333.3m) and benefited from a capital gain of about €120m deriving from interest rate hedging positions.

Furthermore, the nine-month

2009 results benefited from income from the disposal of equity & other investments for a total of €115.0m, of which €106.5m related to the Eracle real estate Fund.

Memo 2009

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Reclassified income statement - €/m Accounting data PPA (ex-BPI + BIL) Accounting data excluding PPA Fair Value Option Write-downs on Government bonds portfolio Normalized Income statement excluding PPA Net interest income 1,369.2 (112.3) 1,481.5

1,481.5
Profit (loss) on equity investments carried at equity

35.6 35.6

35.6

Net interest, dividend and similar income 1,404.8 (112.3) 1,517.1

1,517.1

Net commissions 947.5 947.5

947.5

Other revenues 23.0 (30.0) 53.0

53.0

Net financial income 400.2 400.2 261.1 (103.3) 242.4 Other operating income 1,370.8 (30.0) 1,400.8 261.1 (103.3) 1,243.0 Total income 2,775.6 (142.3) 2,917.9 261.1 (103.3) 2,760.1 Personnel expenses (1,098.4) (1,098.4)

(1,098.4)

Other administrative expenses (547.1) (547.1)

(547.1)

Amortization and depreciation (88.3) (3.0) (85.3)

(85.3)

Operating costs (1,733.8) (3.0) (1,730.8)

(1,730.8)

Profit from operations 1,041.8 (145.3) 1,187.1 261.1 (103.3) 1,029.3 , Net w rite-dow ns on impairment of loans, guarantees and commitments (520.0) (520.0)

(520.0)

Net w rite-dow ns on impairment of other financial transactions (35.9) (35.9)

(35.9)

Net provisions for risks and charges (1.4) (1.4)

(1.4)

Impairment of goodw ill and equity investments (0.8) (0.8)

(0.8)

Profit (loss) on disposal of equity and other investments 6.5 (5.6) 12.1

12.1

Income before tax from continuing operations 490.1 (150.9) 641.1 261.1 (103.3) 483.3 Tax on income from continuing operations (221.4) 48.5 (269.9) (84.4) 33.4 (218.9) Income (Loss) after tax from non-current assets held for sale 16.0 (5.7) 21.7

21.7

Minority interest (9.9) 6.7 (16.6) (0.1) (16.6) Net income for the period 274.7 (101.5) 376.2 176.6 (69.9) 269.5

Appendix 1: 9M 2010 results – Banco Popolare ‘standalone’

‘Standalone’ 9M 2010 ‘normalized’ income statement

In the fourth quarter of 2010, the PPA impact is expected to be about -€22m. On an annual basis, the PPA impact is expected to decrease to about -€81m in 2011, to about -€33m in 2012 and to about -€21m in 2013. Change in the bank’s

wn creditworthiness.

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Appendix 1: 9M 2010 results – Banco Popolare ‘standalone’

Net interest income of Banco Popolare ‘standalone’

Other components 65 39 20

14
112

2 Banks of the Territory Efibanca

B. Aletti

1,416 1,369

Breakdown of 9M 2010 net interest income

17 1,351

Annual and quarterly trend

9M 09 1,369.2 1,466.7 €/m 9M 10

6.6%

Q2 10 448.7 Q3 10

1.4%

442.2

Cust. business
f the Banks of

the Territory Foreign banking subsid.+other comp. Parent bank PPA and ex-BPI Accounting and consolid. adjustments Consolidated Group

+€15m lower PPA

€10m hedging of sight positions
€10m Group proprietary portfolio

€/m

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Appendix 1: 9M 2010 results – Banco Popolare ‘standalone’

Customer Net Interest Income of the Banks of the Territory*

Quarterly trend Annual trend

9M 09 1,350.8 1,474.0 €/m 9M 10

Q1 09 Q2 09 Q3 09

8.4%
1.3%

Pro-forma data adjusted for new regulation

n overdraft commissions

Drivers

The NII of customer loans & funds of the Banks of the Territory recorded a decrease of

8.4% year-on-year, essentially due to the

sharp fall in the liability spread:

volumes:
spread:

+€24.7m

€147.9m
€123.2m

Total customer spread 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00% 4.50% Q4 08 Q1 09 Q2 09 Q3 09 Q4 09 530 487 457 442 Q4 09 Q1 10 459

€/m

Q1 10 9m 10/9m 09

Pro-forma data adjusted for new regulation

n overdraft commissions

Q2 10 Q2 10 2.58% 2.46% 2.40% 2.36% 2.54% 2.50% 0.45% 0.24% 0.05% 0.00%

0.02%
0.07%

3.03% 2.70% 2.45% 2.36% 2.52% 2.43%

0.50%

0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% Mar-09 Jun-09 Sep-09 Dic-09 Mar-10 Jun-10

4.04% 1.75% 0.95% 0.55% 0.45% 0.43% 0.43% 449 Q3 10 443

Sep-10

Q3 10

0.01%

2.32% 2.33% 0.61% From Q2 onwards, net interest income of the Banks of the Territory includes €8m of interest expenses for the SMCN issued in March 2010.

Quarterly customer spreads

(asset spread adjusted for new regulation on overdraft commissions)

6bps, of which:
-4bps interest expenses for SMCN
-2bps new customer funding

Asset spread Liability spread *Analysis based on the customer funds and customer loans of the Banks of the Territory.

Evolution of one-month Euribor

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9M 2010 9M 2009 % Chg. Q3 10 Q2 10 Q1 10 Asset management 112.1 97.9 14.5% 38.5 38.4 35.3 Bancassurance 151.3 124.5 21.5% 31.9 71.1 48.3 Consumer credit 45.4 48.0

5.3%

13.2 13.2 19.0 Credit cards and other 33.8 27.2 24.2% 13.6 11.0 9.2 Securities sale and distribution 49.7 43.5 14.2% 34.8 1.5 13.4 Custodian bank 11.2 11.9

5.4%

3.6 3.8 3.8 Trading activities of branch customers 36.6 39.3

6.9%

11.3 12.0 13.3 Other 13.7 13.8

0.8%

4.4 1.3 8.0 Total 453.7 406.0 11.8% 151.3 152.2 150.2 9M 2010 9M 2009 % Chg. Q3 10 Q2 10 Q1 10 Management, brokerage and advisory services 453.7 406.0 11.8% 151.3 152.2 150.2 Management of current accounts and cust. relations 316.0 279.8 12.9% 102.7 109.9 103.4 Payment and collection services 84.0 83.0 1.2% 27.6 28.8 27.7 Guarantees given 45.2 41.5 8.7% 14.3 14.8 16.0 Other services 48.6 63.0

22.8%

14.8 17.0 16.9 Total 947.5 873.4 8.5% 310.6 322.7 314.2 €/m

Appendix 1: 9M 2010 results – Banco Popolare ‘standalone’

Other operating income: net commissions

Composition of ‘Management, brokerage and advisory services’

Analysis of Net commission income

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9M 2010 9M 2009 % Chg. Q3 10 Q2 10 Q1 10

Financial liabilities designed at fair value

299,2 (328,7) n.a. (12,2) 256,0 55,3

f which: credit-worthiness

261,1 (333,3) n.a. 2,2 239,7 19,3

Proprietary portfolio and trading

96,5 572,9 n.a. 143,4 (101,3) 54,5

f which: loss on Government bonds portfolio

(103,3)

n.a.

13,6 (103,7) (13,2)

f which: loss from commercial transactions

(eg. Public Exchange Offer on Icelandic index policies) (22,6)

n.a.

(1,5) (3,5) (17,6)

f which: Banca Aletti

193,8 202,5

4,3%

75,5 49,6 68,7

Dividends and profit (loss) on disposals of non-core equity stake

9,4 17,1

45,1%

3,4 5,1 0,9

Hedging activity

(4,8) (1,9) n.a. (9,6) (0,1) 4,9 Net financial income 400,2 259,4 54,3% 125,0 159,7 115,5 Net financial income EXCLUDING credit-worthiness, PEO on Icelandic index policies and write-down on Government bond portfolio. 265,0 592,6

55,3%

110,7 27,2 127,1

€/m

Appendix 1: 9M 2010 results – Banco Popolare ‘standalone’

Other operating income: net financial result

Largely replicable core business.

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€/m

362.6 356.1 361.8 383.3 365.1 364.1 369.2 100 150 200 250 300 350 400 450 500

Q1 09 +1.6% Q2 09 Q3 09 Q4 09

Personnel expenses in 9M 2010 were essentially influenced by a reduction of

10bps in the interest rate used in Q2 2010 for the NPV calculation of the severance fund, corresponding to a cost of +€3m, and an increase in salaries, based on the renewal of the national labour contract, corresponding to about +€24m as at 30 September 2010.

Headcount reduction (FTE): total average staff decreased by 130 employees,

while based on period-end data the decrease was 112. 19,641 19,511

130

30/09/09 30/09/10 19,588 319 7,386 11,016 867 19,476 319 7,499 10,832

€/m

1,080.6 1,098.4 826 Q1 10

FTE: Full Time Equivalent

Q2 10 Q3 10

9M 09 9M 10

Includes €9m of severance costs.

Appendix 1: 9M 2010 results – Banco Popolare ‘standalone’

Operating costs: personnel expenses

Personnel expenses y/y

Headcount FTE (average)

Quarterly evolution

Comments FTE by category

Total Headcount (period-end)

Executive managers
Managers
Clerks
Other

(Non-domestic, training and temporary employment contracts)

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193.0 191.2 190.4 158.9 182.0 184.9 180.2 37.4 38.2 38.1 41.8 36.4 22.3 29.6 100.0 120.0 140.0 160.0 180.0 200.0 220.0 240.0

Appendix 1: 9M 2010 results – Banco Popolare ‘standalone’

Operating costs: non-personnel expenses

€/m

Total non-personnel expenses decrease 7.7% y/y, thanks to:

savings in operating costs for a total of €21.5m

compared with the same period of 2009.

VAT savings in relation to the increase in infragroup

service activities, which became operational since the beginning of the year.

7.7%

9M 09 9M 10 574.6 688.3 113.7

21.5
6.0

574.6 88.3 113.7

547.0 635.3 88.3

22.3%

9M 09 9M 10 9M 09 9M 10 230.4 229.4 228.5 200.7 218.4 207.2 209.8 Other administrative expenses Amortization & depreciation Total non-personnel expenses Other admin. expenses

Amort. & deprec.

Cost reduction VAT

Quarterly evolution Comments

Other administrative expenses Amortization & depreciation €/m

Q1 09 Q2 09 Q3 09 Q4 09 Q1 10 Q2 10 Q3 10

547.1

Analysis of total non-personnel expenses

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Reclassified income statement - €/m Q3 10 Q2 2010 Q1 2010 Q4 2009 Q3 2009 Q2 2009 Q1 2009 Net interest income 441.0 449.0 477.3 471.7 479.4 491.1 511.1 Profit (loss) on equity investments carried at equity 9.9 8.2 13.0 46.4 20.1 23.7 13.6 Net interest, dividend and similar income 451.0 457.2 490.3 518.1 499.5 514.8 524.6 Net commissions 313.2 326.1 317.4 333.9 292.4 322.4 262.7 Other revenues 16.5 36.2 (6.1) 19.4 173.4 (4.3) 1.3 Net financial income 122.2 162.5 113.6 (14.4) (67.0) (13.9) 283.1 Other operating income 451.9 524.8 424.9 338.9 398.8 304.1 547.2 Total income 902.9 982.0 915.2 857.0 898.3 819.0 1,071.8 Personnel expenses (377.4) (373.2) (374.1) (402.7) (376.4) (356.1) (362.6) Other administrative expenses (188.7) (198.7) (189.9) (179.2) (197.3) (191.2) (193.0) Amortization and depreciation (33.9) (24.4) (38.2) (44.7) (40.7) (38.1) (37.4) Operating costs (600.0) (596.2) (602.1) (626.6) (614.4) (585.5) (593.0) Profit from operations 302.9 385.8 313.1 230.4 283.9 233.5 478.8 Net write-downs on impairment of loans, guarantees and commitments (221.6) (211.1) (175.7) (254.3) (219.5) (136.7) (129.7) Net write-downs on impairment of other financial transactions (8.3) (15.3) (11.7) (15.0) (4.7) (8.8) (3.2) Net provisions for risks and charges 9.8 (24.8) 2.2 (19.5) 12.2 (32.4) (15.8) Impairment of goodwill and equity investments 0.1 (1.0)

(6.0)
(3.1)
Profit (loss) on disposal of equity and other investments

0.2 13.6 (1.4) 1.1 13.4 0.8 100.8 Income before tax from continuing operations 83.2 147.2 126.6 (63.3) 85.3 53.3 430.9 Tax on income from continuing operations (38.9) 199.4 (54.8) (9.4) 15.1 (35.7) (210.2) Income (Loss) after tax from non-current assets held for sale (7.1) 14.8 9.7 18.3 3.5 (26.4) (3.6) Minority interest (7.0) (1.5) (4.4) 4.9 8.3 (5.6) 1.5 Net income for the period 30.2 359.8 77.1 (49.4) 112.3 (14.4) 218.6

Appendix 1: 9M 2010 results – Banco Popolare Group

Consolidated income statement: quarterly trend

Includes Banca Italease contribution starting from Q3 2009.

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Reclassified income statement - €/m Q3 2010 Q2 2010 Q1 2010 Q4 2009 Q3 2009 Q2 2009 Q1 2009 Net interest income 490.0 515.6 535.3 533.2 547.9 531.2 547.5 Profit (loss) on equity investments carried at equity 9.9 8.2 13.0 46.4 20.1 23.7 13.6 Net interest, dividend and similar income 499.9 523.8 548.3 579.6 568.0 554.9 561.1 Net commissions 313.2 326.1 317.4 333.9 292.4 322.4 262.7 Other revenues 26.6 46.2 3.9 29.9 (8.1) 6.3 11.9 Net financial income 124.9 162.5 117.3 (1.8) (10.0) (13.9) 283.2 Other operating income 464.7 534.7 438.6 361.9 274.2 314.7 557.8 Total income 964.6 1,058.6 986.9 941.5 842.3 869.6 1,118.9 Personnel expenses (377.4) (373.2) (374.1) (402.7) (376.4) (356.1) (362.6) Other administrative expenses (188.7) (198.7) (189.9) (179.2) (197.3) (191.2) (193.0) Amortization and depreciation (32.9) (23.4) (37.2) (50.6) (39.7) (37.1) (36.4) Operating costs (599.0) (595.2) (601.1) (632.5) (613.4) (584.5) (592.0) Profit from operations 365.6 463.4 385.8 309.0 228.9 285.1 526.9 Net write-downs on impairment of loans, guarantees and commitments (221.6) (211.1) (175.7) (254.3) (219.5) (136.7) (129.7) Net write-downs on impairment of other financial transactions (8.3) (15.3) (11.7) (15.0) (4.7) (8.8) (3.2) Net provisions for risks and charges 9.8 (24.8) 2.2 (119.5) 12.2 (32.4) (15.8) Impairment of goodwill and equity investments 0.1 (1.0)

(3.3)
(3.1)
Profit (loss) on disposal of equity and other investments

0.2 41.0 4.7 8.7 13.4 2.8 101.0 Income before tax from continuing operations 145.9 252.2 205.4 (74.4) 30.3 106.9 479.2 Tax on income from continuing operations (59.5) 166.5 (80.7) (10.2) (29.4) (53.4) (226.2) Income (Loss) after tax from non-current assets held for sale 14.9 17.1 11.4 20.3 5.3 (24.3) (1.9) Minority interest (7.8) (5.2) (7.2) 8.5 (1.5) (8.3) (1.1) Net income for the period excluding PPA 93.5 430.6 128.9 (55.8) 4.7 21.0 250.0 PPA impact after tax (63.3) (70.8) (51.8) 6.4 107.6 (35.4) (31.4) Net income for the period including PPA 30.2 359.8 77.1 (49.4) 112.3 (14.4) 218.6

Appendix 1: 9M 2010 results – Banco Popolare Group

Income statement pre PPA: quarterly evolution

Includes Banca Italease contribution starting from Q3 2009.

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Reclassified income statement - €/m Q3 10 Q2 2010 Q1 2010 Q4 2009 Q3 2009 Q2 2009 Q1 2009 Net interest income (49.0) (66.6) (58.1) (61.5) (68.5) (40.1) (36.4) Profit (loss) on equity investments carried at equity

Net interest, dividend and similar income

(49.0) (66.6) (58.1) (61.5) (68.5) (40.1) (36.4) Net commissions

Other revenues

(10.0) (10.0) (10.0) (10.4) 181.5 (10.5) (10.5) Net financial income (2.7) 0.0 (3.7) (12.5) (57.0)

(0.1)

Other operating income (12.7) (10.0) (13.7) (23.0) 124.5 (10.5) (10.6) Total income (61.7) (76.6) (71.7) (84.4) 56.0 (50.6) (47.0) Personnel expenses

Other administrative expenses
Amortization and depreciation

(1.0) (1.0) (1.0) 5.9 (1.0) (1.0) (1.0) Operating costs (1.0) (1.0) (1.0) 5.9 (1.0) (1.0) (1.0) Profit from operations (62.7) (77.6) (72.8) (78.5) 55.0 (51.6) (48.1) Net write-downs on impairment of loans, guarantees and commitments

Net write-downs on impairment of other financial transactions
Net provisions for risks and charges
100.0
Impairment of goodwill and equity investments
(2.7)
Profit (loss) on disposal of equity and other investments
(27.4)

(6.1) (7.6)

(2.0)

(0.2) Income before tax from continuing operations (62.7) (105.0) (78.8) 11.2 55.0 (53.6) (48.3) Tax on income from continuing operations 20.7 32.8 25.9 0.8 44.5 17.7 16.0 Income (Loss) after tax from non-current assets held for sale (22.1) (2.3) (1.7) (2.0) (1.7) (2.2) (1.7) Minority interest 0.8 3.7 2.9 (3.5) 9.8 2.7 2.6 Net income for the period (63.3) (70.8) (51.8) 6.4 107.6 (35.4) (31.4)

Appendix 1: 9M 2010 results – Banco Popolare Group

PPA effect: quarterly evolution

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Reclassified income statement - €/m Q3 10 Q2 2010 Q1 2010 Q4 2009 Q3 2009 Q2 2009 Q1 2009 Net interest income 442.2 448.7 478.3 448.0 464.6 491.1 511.1 Profit (loss) on equity investments carried at equity 14.4 8.2 13.0 46.4 20.1 23.7 13.6 Net interest, dividend and similar income 456.6 456.9 491.3 494.4 484.7 514.8 524.6 Net commissions 310.6 322.7 314.2 324.8 288.3 322.4 262.7 Other revenues 1.6 27.2 (5.7) 12.3 (15.6) (4.3) 1.3 Net financial income 125.2 159.7 115.5 10.9 (9.8) (13.9) 283.1 Other operating income 437.3 509.6 424.0 348.0 262.9 304.1 547.2 Total income 893.9 966.5 915.4 842.3 747.6 819.0 1,071.8 Personnel expenses (369.2) (364.1) (365.1) (383.3) (361.8) (356.1) (362.6) Other administrative expenses (180.2) (184.9) (182.0) (158.9) (190.4) (191.2) (193.0) Amortization and depreciation (29.6) (22.3) (36.4) (41.9) (38.1) (38.1) (37.4) Operating costs (579.0) (571.3) (583.5) (584.0) (590.3) (585.5) (593.0) Profit from operations 314.9 395.2 331.8 258.3 157.3 233.5 478.8 Net write-downs on impairment of loans, guarantees and commitments (178.0) (190.8) (151.4) (228.2) (170.6) (136.7) (129.7) Net write-downs on impairment of other financial transactions (8.6) (15.6) (11.7) (15.0) (4.7) (8.8) (3.2) Net provisions for risks and charges (0.4) (2.0) 1.1 (14.9) 13.5 (32.4) (15.8) Impairment of goodwill and equity investments 0.1 (1.0)

(6.0)
(3.1)
Profit (loss) on disposal of equity and other investments

(0.0) 6.3 0.1 1.0 12.0 0.8 100.8 Income before tax from continuing operations 128.0 192.1 170.0 (4.9) 7.5 53.3 430.9 Tax on income from continuing operations (54.4) (94.3) (72.8) 0.4 (16.6) (35.7) (210.2) Income (Loss) after tax from non-current assets held for sale (2.5) 11.3 7.2 16.0 (2.1) (26.4) (3.6) Minority interest (5.4) (0.5) (4.1) (1.5) (0.8) (5.6) 1.5 Net income for the period 65.8 108.6 100.4 10.1 (11.9) (14.4) 218.6

Appendix 1: 9M 2010 results – Banco Popolare ‘standalone’

Income statement post PPA: quarterly trend

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Reclassified income statement - €/m Q3 10 Q2 2010 Q1 2010 Q4 2009 Q3 2009 Q2 2009 Q1 2009 Net interest income (30.4) (46.6) (35.3) (32.7) (36.5) (40.1) (36.4) Profit (loss) on equity investments carried at equity

Net interest, dividend and similar income

(30.4) (46.6) (35.3) (32.7) (36.5) (40.1) (36.4) Net commissions

Other revenues

(10.0) (10.0) (10.0) (10.4) (9.9) (10.5) (10.5) Net financial income

(0.1)

Other operating income (10.0) (10.0) (10.0) (10.4) (9.9) (10.5) (10.6) Total income (40.4) (56.6) (45.3) (43.2) (46.4) (50.6) (47.0) Personnel expenses

Other administrative expenses
Amortization and depreciation

(1.0) (1.0) (1.0) (1.1) (1.0) (1.0) (1.0) Operating costs (1.0) (1.0) (1.0) (1.1) (1.0) (1.0) (1.0) Profit from operations (41.4) (57.6) (46.3) (44.3) (47.5) (51.6) (48.1) Net w rite-dow ns on impairment of loans, guarantees and commitments

Net w rite-dow ns on impairment of other financial transactions
Net provisions for risks and charges
Impairment of goodw ill and equity investments
(2.7)
Profit (loss) on disposal of equity and other investments
(4.7)

(0.9) (0.4)

(2.0)

(0.2) Income before tax from continuing operations (41.4) (62.3) (47.2) (47.3) (47.5) (53.6) (48.3) Tax on income from continuing operations 13.8 19.1 15.6 14.9 15.8 17.7 16.0 Income (Loss) after tax from non-current assets held for sale (1.7) (2.3) (1.7) (1.6) (1.7) (2.2) (1.7) Minority interest 0.3 3.8 2.6 2.3 2.4 2.7 2.6 Net income for the period (29.1) (41.7) (30.7) (31.7) (31.0) (35.4) (31.4)

Appendix 1: 9M 2010 results – Banco Popolare ‘standalone’

PPA effect: quarterly evolution

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Reclassified income statement - €/m Q3 10 Q2 2010 Q1 2010 Q4 2009 Q3 2009 Q2 2009 Q1 2009 Net interest income 472.6 495.3 513.6 480.8 501.1 531.2 547.5 Profit (loss) on equity investments carried at equity 14.4 8.2 13.0 46.4 20.1 23.7 13.6 Net interest, dividend and similar income 487.0 503.5 526.6 527.1 521.2 554.9 561.1 Net commissions 310.6 322.7 314.2 324.8 288.3 322.4 262.7 Other revenues 11.6 37.2 4.3 22.7 (5.6) 6.3 11.9 Net financial income 125.0 159.7 115.5 10.9 (9.8) (13.9) 283.2 Other operating income 447.2 519.6 434.0 358.4 272.9 314.7 557.8 Total income 934.2 1,023.1 960.6 885.5 794.0 869.6 1,118.9 Personnel expenses (369.2) (364.1) (365.1) (383.3) (361.8) (356.1) (362.6) Other administrative expenses (180.2) (184.9) (182.0) (158.9) (190.4) (191.2) (193.0) Amortization and depreciation (28.6) (21.3) (35.4) (40.7) (37.1) (37.1) (36.4) Operating costs (578.0) (570.3) (582.5) (582.9) (589.3) (584.5) (592.0) Profit from operations 356.2 452.8 378.1 302.6 204.8 285.1 526.9 Net write-downs on impairment of loans, guarantees and commitments (177.8) (190.8) (151.4) (228.2) (170.6) (136.7) (129.7) Net write-downs on impairment of other financial transactions (8.6) (15.6) (11.7) (15.0) (4.7) (8.8) (3.2) Net provisions for risks and charges (0.4) (2.0) 1.1 (14.9) 13.5 (32.4) (15.8) Impairment of goodwill and equity investments 0.1 (1.0)

(3.3)
(3.1)
Profit (loss) on disposal of equity and other investments

(0.0) 11.1 1.1 1.3 12.0 2.8 101.0 Income before tax from continuing operations 169.5 254.4 217.2 42.5 55.0 106.9 479.2 Tax on income from continuing operations (68.2) (113.4) (88.4) (14.5) (32.3) (53.4) (226.2) Income (Loss) after tax from non-current assets held for sale (0.8) 13.6 8.9 17.7 (0.3) (24.3) (1.9) Minority interest (5.7) (4.4) (6.6) (3.8) (3.2) (8.3) (1.1) Net income for the period excluding PPA 94.9 150.3 131.1 41.8 19.1 21.0 250.0 PPA impact after tax (29.1) (41.7) (30.7) (31.7) (31.0) (35.4) (31.4) Net income for the period including PPA 65.8 108.6 100.4 10.1 (11.9) (14.4) 218.6

Appendix 1: 9M 2010 results – Banco Popolare ‘standalone’

Income statement pre PPA: quarterly trend

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Purchase Price Allocation – general considerations The PPA (Purchase Price Allocation) is the allocation of the purchase price of business to assets and liabilities at fair value. The goodwill acquired is initially recognized at cost, measured as the excess of the cost of acquisition over the Group’s interest in the net fair values of identifiable asset and liabilities. When goodwill is part of a cash-generating unit, goodwill associated with the sold assets is included in the accounting value of the assets to measure the profit or loss on the sale. Goodwill is tested (impairment test) any time there is evidence of impairment, and in any case at least once a year. The impairment amount is calculated based on the difference between the goodwill’s carrying amount and its recoverable amount, if lower. The Purchase Price Allocation arose both in the business combination of Gruppo Banca Italease and in that of ex-Banca Popolare Italiana. In the nine months of 2010, the P&L impacts related to both combinations amounted to a total of -185.8m, of which -€84.4m for Banca Italease and -€101.5m for ex- Banca Popolare Italiana, as further detailed in the following two slides. Going forward, the total PPA impact for the Group is expected to decrease significantly: on an annual basis, it is expected to fall to about -€107m in 2011, to about -€47m in 2012 and to about -€27m in 2013, gradually petering out thereafter.

Methodological notes: Purchase Price Allocation (1/3)

Appendix 1: 9M 2010 results

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Methodological notes: Purchase Price Allocation (2/3)

P&L impacts caused by the Purchase Price Allocation of the business combination of Gruppo Banca Italease

Upon preparing the annual report as at 31st December 2009, the purchase price allocation (so called PPA) of Banca Italease and of its subsidiaries has been completed and therefore finalized. As of 1 July 2009, possible P&L impacts started to be measured, caused by the realignment of assets and liabilities of Banca Italease and its subsidiaries recognized in the consolidated financial statement at fair value (reversal effects). Illustrated below are the impacts generated by the recognition of write-downs of results reported by Banca Italease and its subsidiaries in the first nine months of 2010 owing to the different values posted in the consolidated financial statements at the effectiveness date of the business combination upon adopting the accounting standard IFRS 3. Net interest income: the P&L impact was -61.3 million as at 30 September 2010 (-18.5 million in Q3) as compared with –32.0 million reported on 30 September 2009, and is attributable to the lower value recognized to financial liabilities issued by Banca Italease during the business combination upon allocating the purchase price. The negative impact is due to the consequent addition of interest expense recognized by Banca Italease against the above financial liabilities for the portion that was not repurchased after 1 July 2009. Other operating income: this item reports no impact in the first nine months of financial year 2010. On 30 September 2009 this item included the positive impact generated by the initial PPA recognition totaling +191.5 million. Net financial income: the P&L impact was -6.4 million on 30 September 2010 (-2.7 million in third quarter) with respect to -57.0 million reported on 30 September 2009, again attributable to the lower value recognized to financial liabilities issued by Banca Italease during the business combination upon allocating the purchase price. The negative impact was produced by the repurchase of said financial liabilities carried out in the first nine months of the year. Profit from disposal of investments: the P&L impact was -27.9 million on 30 September 2010 (unchanged with respect to 30 June 2010) and was caused by the disposal by Banca Italease in the first half-year of property that upon allocating the purchase price had been recognized at a value greater than its book value. No disposals of property revalued upon PPA had been finalized in the first nine months of 2009. Profit/(loss) after tax from discontinued operations: the P&L impact was -20.3 million on 30 September 2010 and was generated by the finalization in Q3 of the sale of Factorit S.p.A. by Banca Italease. The impact resulted from the greater value that had been recognized to the company upon PPA as compared with its book value reported in Banca Italease’s consolidated financial statements on 1 July 2009. In the first nine months of 2009 no P&L impacts connected with this item were reported. As a result, the following P&L impacts were reported in the first nine months of the year:

net interest and other banking income: - 67.7 million (- 21.3 million in Q3) with respect to +102.5 million reported on 30 September 2009;
profit from operations: - 67.7 million (- 21.3 million in Q3) with respect to +102.5 million reported on 30 September 2009;
income/loss before tax:- 95.6 million (- 21.3 million in Q3) with respect to +102.5 million reported on 30 September 2009;
income tax: +30.9 million (+6.9 million in Q3) with respect to +28.8 million reported on 30 September 2009;
loss from discontinued operations: -20.3 million (-20.3 million in Q3). This item had reported no impact on 30 September 2009;
minority interest:+0.7 million with respect to + 7.3 million reported on 30 September 2009.

The overall effect on the consolidated net income in the first nine months of 2010 came in at - 84.4 million (-34.2 million in third quarter 2010). In the first nine months of the prior year PPA had instead made a positive contribution totaling + 138.6 million.

Appendix 1: 9M 2010 results

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Methodological notes: Purchase Price Allocation (3/3)

P&L impacts caused by the Purchase Price Allocation of the business combination of Gruppo Banca Popolare Italiana In keeping with the relevant international accounting standard (IFRS 3), the income statement of Gruppo Banco Popolare includes the economic impacts from the Purchase Price Allocation – PPA under IFRS 3 relating to both the full financial year 2009 and the first nine months of 2010. For the sake of a like-to-like comparison, please note that PPA impacts can be significantly different in the period under comparison. For a full and transparent disclosure, shown below are the impacts deriving from the recognition of profit adjustments reported by the income generation units acquired by Gruppo Banca Popolare Italiana due to the higher values recognized in the consolidated financial statements on the date of effectiveness of the merger as a result of applying the accounting standard IFRS 3. Net interest income: the P&L impact on 30 September 2010 was -112.3 million (-30.4 million in Q3) and -113.0 million on 30 September 2009, and is mainly attributable to the greater value recognized during PPA to loans acquired under the merger. Other operating income: the P&L impact on 30 September 2010 was -30.0 million (-10.0 million in Q3) and -31.0 million on 30 September 2009, and is represented by the amortization of intangible assets having a defined useful life recognized upon the PPA. As a result, the following P&L impacts were reported in the first nine months of 2010:  net interest and other banking income:-142.3 million (-40.4 million in Q3) with respect to -144.1 million on 30 September 2009;  profit from operations: -145.3 million (-41.4 million in Q3) with respect to – 147.1 million on 30 September 2009;  income/loss before tax: -150.9 million (-41.4 million in Q3) with respect to – 149.3 million on 30 September 2009;  income tax: +48.5 million (+13.8 million in Q3) with respect to +49.5 million on 30 September 2009;  loss from discontinued operations: -5.7 million on 30 September 2010 (-1.7 million in Q3) with respect to -5.6 million on 30 September 2009;  minority interest: +6.7 million (+0.3 million in Q3) with respect to +7.7 million on 30 September 2009. The overall effect on the net consolidated income came in at -101.5 million on 30 September 2010 (-29.1 million in Q3) with respect to -97.7 million in the first nine months of the prior year.

Appendix 1: 9M 2010 results

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Sources: ECB, Bank of Italy, Agenzia del territorio, Bank of Ireland, NVM, Banca d’Italia, Bank of Greece, INE Portugal

… partly in response to low interest rates Market recovering at good pace in 2010 … with low debt/equity ratio Small than the average Italian mortgage market

217 244 265 280 343 264 26.6 17.4 6.2 (0.4) 8.7 12.5 100 200 300 400 Dec-05 Dec-06 Dec-07 Dec-08 Dec-09 Jun-10 (5) 5 10 15 20 25 30 35 40 Stock (€bn) Annual growth (%) (€bn) (%) Stocks as at 30 September 2010 (€bn) 347 753 965 661 200 400 600 800 1,000 Italy France Germany Spain (€bn) Mortgage debt/GDP as at 31 December 2009 18.4 37.5 38.4 62.5 10 20 30 40 50 60 70 Italy France Germany Spain (%)

The Italian mortgage market (1/2)

Appendix 2: The Italian Mortgage Market

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The Italian loan market (2/2)

Sources: ECB, data as of February 2011

Italy’s leverage steadily below European peers ratios

Appendix 2: The Italian Mortgage Market

Corporate loans/GDP Total loans/GDP Consumer credit/GDP Loans for house purchase/GDP 40% 60% 80% 100% 120% 2002 2003 2004 2005 2006 2007 2008 2009 2010 Italia Euro Area 30% 35% 40% 45% 50% 55% 60% 2002 2003 2004 2005 2006 2007 2008 2009 2010 Italy Euro area 0% 15% 30% 45% 2002 2003 2004 2005 2006 2007 2008 2009 2010 Italy Euro area 0% 2% 4% 6% 8% 2002 2003 2004 2005 2006 2007 2008 2009 2010 Italy Euro area

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The Italian loan market in 2009: demand and supply

Sources: Osservatorio Assofin

Most mortgages were floaters: only during 2008 the uptake of fixed rate mortgages increased The size of mortgage loans has been moderately rising over the years Until 2008, the indirect channel has gradually gained importance, but since 2009 it has significantly lost importance In 2009, also because of diminishing interest rates lenders have gradually reduced the mortgage tenor

23 22 23 24 19 52 52 51 51 21 16 19 18 18 12 4 4 4 3 6 5 3 4 4 4 0% 20% 40% 60% 80% 100% 2006 2007 2008 2009 1H10 <=50 51–100 101–200 201–500 >=500 (€m) 64 39 18 48 73 15 9 10 14 14 21 52 72 38 13 0% 20% 40% 60% 80% 100% 2006 2007 2008 2009 1H10 Fixed rate Floating rate Mixed rate 13 12 12 13 13 22 21 21 22 21 23 17 18 19 21 35 43 43 38 38 7 7 6 8 7 0% 20% 40% 60% 80% 100% 2006 2007 2008 2009 1H10 <= 10 11–15 16–20 21–25 >=26 (Years) 40 40 42 31 28 60 60 58 69 72 0% 20% 40% 60% 80% 100% 2006 2007 2008 2009 1H10 Direct channel Indirect channel

Appendix 2: The Italian Mortgage Market

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Forecast

Sources: Prometeia, CRIF, ABI, ISVAP

Italy’s macroeconomic overview Credit quality for mortgage loans is slightly improving Mortgage loans have started to recover with a 6.5% increase YTD

5

5 10 15 2006 2007 2008 2009 2010 YTD 2011E

Mortgage loans (%)

1.5 2.0 2.5 3.0 3.5 4.0 4.5 2007 2008 2009 2010 YTD 2011E

Bad loan ratio for mortgage loans (%) Indirect deposits Direct deposits Loans Unemployment rate Inflation rate GDP (%) 4.8 4.2 2.2 5.0 8.4 7.3 6.0 4.3 3.9 10.4 9.0 7.8 1.6 1.7 0.8 1.1 1.3 (5.1) 2011E 2010E 2009

Appendix 2: The Italian Mortgage Market

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House prices in Italy

Source: EMF

Europe: nominal house prices y-o-y growth rates Europe: nominal house price index

35.82 Switzerland

% Change in housing prices

20.05 Ireland 38.16 Netherlands 64.83 Denmark Greece France Italy Sweden Spain UK Last 10 years 77.36 74.66 67.42 100.37 105.47 107.23 (%)

 Since the late 90’s, property units on the Italian property markets have increased constantly without any significant volatility  Since 2004 there have been some signs of deceleration in the dynamic of prices per square meter  According to the ECB, 2009 saw a slight decrease in residential property prices (-0.5%)  The hypothesis of a fall in prices for residential property  units is improbable according to the majority of operators in the sector for the following reasons:  Firstly, although there has been a significant increase in property values in Italy since 1997, it is among the lowest in the international context and this would seem to exclude the existence

f prices artificially inflated by speculation;

 Secondly there is no excess of supply over demand in Italy partly because of the scarcity of public sector social housing  Thirdly the ANCE (national association of property builders) has underlined that there has been an increase in refurbishment work in recent years, a circumstance which confirms the need to capitalise on the existing supply;  Low interest rates are supportive

f mortgage borrowing and

house purchases

Source: Global Property Guide, EMF

Over years, house prices in Italy show a more stable trend in comparison to other European countries

30
20
10

10 20 30 40 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 Belgium France Germany Greece Ireland Italy Netherlands Spain Sweden UK 50 100 150 200 250 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 Belgium France Germany Greece Ireland Italy Netherlands Spain Sweden UK

Appendix 2: The Italian Mortgage Market

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Contacts for investors and financial analysts

I N V E S T O R R E L A T I O N S

tel.: +39-045-867.5613 Silvia Leoni tel.: +39-0371-580.105 Fabio Pelati tel.: +39-045-867.5484 Elena Segura tel.: +39-045-867.5537 Tom Lucassen, Head of Investor Relations

Head Office, Piazza Nogara 2, I-37121 Verona, Italy investor.relations@bancopopolare.it www.bancopopolare.it (IR section) fax: +39-045-867.5248

tel.: +39-0371-580.303 Carlo Di Pierro