2006 11 24 Presentation

Fabio Innocenzi, CEO

Divo Gronchi, CEO

Gruppo Bancario Popolare Presentation of the BPVN-BPI merger plan at the Banca Leonardo Italian Banking Conference

Naples, 24 November 2006

CATULLO\_Analyst Presentation Road Show\AP_Roadshow 06.ppt

Disclaimer In connection with the proposed business combination, the required information document will be sent to Commissione Nazionale per le Società e la Borsa (“CONSOB”). Investors are strongly advised to read the documents that will be sent to CONSOB, the registration statement and prospectus, if and when available, and any other relevant documents sent to CONSOB, as well as any amendments or supplements to those documents, because they will contain important information. This presentation is being supplied to you solely for your information and may not be further distributed or passed on to any other person or published, in whole or in part, for any purpose. Neither this presentation nor any copy of it may be taken or transmitted into the United States, Canada, Australia or Japan or distributed, directly or indirectly, in the United States, Canada or Australia or distributed or redistributed in Japan or to any resident thereof. The distribution of this presentation 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, the companies involved in the proposed business combination disclaim any responsibility or liability for the violation of such restrictions by any person. This presentation does not constitute or form part of, and should not be construed as, any offer or invitation to subscribe for, underwrite or otherwise acquire, any securities of Banco Popolare di Verona e Novara or any member of its group, any securities of Banca Popolare Italiana or any member of its group nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities in Banco Popolare di Verona e Novara or any member of its group, any securities of Banca Popolare Italiana or any member of its group or any commitment whatsoever. Persons who intend to participate in the proposed tender offers are reminded that any such participation may only be made solely on the basis of the information contained in the respective offer documents to be issued by Banco Popolare di Verona e Novara and Banca Popolare Italiana in accordance with the relevant tender offer and securities laws regulations which may be different from the information contained in this presentation. The information contained in this presentation is not for publication, release or distribution in Australia, Canada, Japan or the United States (within the meaning of Regulation S under the US Securities Act of 1933, as amended (the "Securities Act")). This presentation and the information contained herein are not an offer of securities for sale in the United States and may not be viewed by persons in the United States except for qualified institutional buyers (as defined in Rule 144A under the Securities Act) (“QIBs”). The securities proposed to be offered in Banco Popolare di Verona e Novara have not been and will not be registered under the Securities Act and may not be offered or sold in the United States except to QIBs in reliance on an exemption from, or transaction not subject to, the registration requirements of the Securities Act. The information contained in this presentation is for background purposes only and is subject to amendment, revision and updating. Certain statements in this presentation are forward-looking statements under the US federal securities laws about Banco Popolare di Verona e Novara and Banca Popolare Italiana and their combined business after completion of the proposed business combination. Forward-looking statements are statements that are not historical facts. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates” and similar expressions. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions which could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These include, among other factors, the satisfaction of the conditions of the offering, changing business or other market conditions and the prospects for growth anticipated by the Banco Popolare di Verona e Novara’s and Banca Popolare Italiana’s management. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this presentation regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Banco Popolare di Verona e Novara and Banca Popolare Italiana do not undertake 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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1

CATULLO\_Analyst Presentation Road Show\AP_Roadshow 06.ppt

Agenda

I.

Key Transaction Highlights

II.

Industrial Rationale and Value Creation

III.

Corporate Governance

IV.

Financial Impact

V.

Closing Remarks

Appendix

2

2

CATULLO\_Analyst Presentation Road Show\AP_Roadshow 06.ppt

I. Key Transaction Highlights

3

3

CATULLO\_Analyst Presentation Road Show\AP_Roadshow 06.ppt

Key Transaction Highlights Strategic Rationale Friendly merger of equals based on shared objectives with key points of strength: 1

2 Unique distribution network: excellent geographical fit and deeply rooted presence in richest Northern Italy regions

Significant value creation – ~€500m run-rate synergies fully realised by 2010, with an estimated ~€3bn net present value

– Third largest branch network in Italy, with almost 2,200 branches

– Proven track-record in restructuring/integration

3

– ~10% market share in Northern Italy, with market share in excess of 8% in 27 provinces

Doubling in size: significant strengthening of competitive positioning

4 Effective organizational structure and clean governance

– On path to become the 3rd largest Italian bank by market cap and branches

– Well defined management team with clear accountability vis-à-vis value creation targets

– Domestic leadership ambitions – First step towards European top league: new entry in top 30 largest players by market cap

4

4

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Key Transaction Highlights Main Terms of the Transaction and Estimated Financial Impact

Structure:

Merger by union of BPI and BPVN into a NewCo Creation of Gruppo Bancario Popolare (“GBP”) Spin-off of Retail banks

Consideration Structure¹:

Share-for-share component¹: – 0.43 BPVN shares for 1 BPI share2 Cash component: – €2.17 extraordinary dividend per BPI share from BPI to BPI shareholders

Financial and Capital Implications:

– Cash EPS accretive for BPVN shareholders from 2009 (including only phased synergies), positive thereafter with over a 10% EPS accretion in 2010E – Cash EPS accretive for BPI shareholders by over 30% from the beginning – Pro forma Tier 1 Ratio of 6.0% – 6.5% from 2007 onwards

Conditions:

Confirmatory data room on selected information Regulatory approvals Approval at BPVN and BPI shareholder meetings

¹ GBP, as NewCo, will issue new shares to BPVN and BPI shareholders 2 Ex extraordinary dividend (€1,520m to BPI shareholders, of which €40m to holders of BPI convertible bond “Banca Popolare di Lodi Prestito Obbligazionario Convertibile Subordinato 2000/2010”) and ex ordinary dividend

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5

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Key Transaction Highlights Timetable

6

October 2006

„ 16 October 2006: Announcement „ 16 October 2006: Presentation to the financial community „ October/November 2006: Roadshows and One-on-One meetings with investors

Mid-Nov. – mid-Dec. 2006

„ Confirmatory data room

December 2006

„ BPVN and BPI Board of Directors – To approve merger document and Business Plan for Gruppo Bancario Popolare – To request Bank of Italy authorisation for the Merger Project „ Presentation to the financial community

March/April 2007

„ BPVN and BPI EGMs to approve merger project „ BPI AGM to approve extraordinary dividend

May 2007

„ Payment of ordinary dividends (separately to the respective shareholder bodies)

By end-June 2007

„ Payment of the extraordinary dividend by BPI to BPI shareholders „ Legal effectiveness and quotation of the NewCo

6

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II. Industrial Rationale and Value Creation

7

7

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rd 1 On Path to be 3 Italian Bank by Aggregate Market Cap

Top Italian Banks (€bn)

69.9

„

69.6

Expected aggregate market cap of €18.7bn (2.4x and 3.8x other major Italian popolari banks BPU and BPM) pre extraordinary dividend

#3

17.8

7.7

7.1

6.0

5.5

4.9

4.2

3.5

3.2

Credem

8.6

#7

CR Firenze

7.1

#5

BPER

15.0

BPM

18.7 18.7 3.01

¹ Net present value of synergies Source: Datastream, data as of 13-Oct-2006

8

8

Carige

Lombarda

BPI

BPU

BPVN

MPS

Capitalia

Gruppo BP

Intesa + SPIMI

UniCredit

8.6

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1 Key Step to Achieve European Scale Top European Banks (€bn) Top 10 Average market cap: €89bn

174 Top 10-20 Average market cap : €48bn

105 90 84

Top 20-30 Average market cap : €19bn

81 79 70 70 70 58 58 44 43

Only “cooperative bank” among top 30 European largest players

#25

32

30 28

#45

#50

19 19 19

25 20 19

3 7

1

18 18 17 16 16 15 15 15 14 13 13 11 9

8

7

5

4 BPER

49

BPM

53 51

BPI

62

BPU

65

¹ Net present value of synergies ² Aggregate market capitalisation including NPV of synergies, pre extraordinary dividend Source: Datastream, data as of 13-Oct-2006

9

9

BPVN

Natexis

Swedbank

DnB NOR

SHB

MPS

Bank of Ireland

SEB

Banco Popular

Erste Bank

NBoG

Capitalia

Commerzbank

Gruppo BP

AIB

Danske Bank

Dexia

Nordea

Std. Chartered

KBC

Fortis

ABN Amro

Lloyds TSB

Deutsche Bank

Credit Agricole

SocGen

Credit Suisse

HBOS

BBVA

Intesa+SPIMI

Barclays

UniCredit

ING

BNP Paribas

Santander

RBS

UBS

HSBC

2

9

Italian Bank s

CATULLO\_Analyst Presentation Road Show\AP_Roadshow 06.ppt

1 Strong Improvement in Domestic Competitive Positioning Domestic Branch Network (#)

Customer Loans (€bn)

5,498

301

3,018

#3

#5

#9

#5

2,176

1,944

1,877

90 1,205

1,198

1,181

86

Market Share

19.5%

#11

73

978

45

45 28

978 BIN-SPI

#7

146

UCI

GBP

CAP

MPS

BPVN

9.6%

6.7%

6.2%

5.9%

3.8%

BPU

…

3.8%

BIN-SPI1

BPI Market Share

2.9%

Customer Deposits (€bn)

24.5%

UCI 13.2%

CAP

M PS

GBP

6.9%

6.8%

5.6%

…

BPV N

28

…

BPI

3.3%

2.3%

Consumer Credit Volumes of Related Companies (€bn)

326

#5

#7

3.1

#9

187

2.4 88

79

Market Share

25.0%

UCI 14.2%

CAP

M PS

7.2%

6.1%

1.8

#11

#12

1.2

1.0

0.9

Ducato

De lta

Line a

4.6%

3.8%

3.3%

1.6

73

39

GBP 5.8%

1.2

34

2

…

BPV N 3.0%

…

Findom e s tic

BPI Market Share

2.7%

1

Pre-disposal of Cariparma, Friuladria and selected branches ² 20% stake of BPVN 349% stake of BPVN Source: interim reports 2006, Bank of Italy for market shares

10

2.2

#10

0.6 39 34

BIN-SPI

#4

10

11.5%

DB Pre s t.

Agos

GBP

Clarim a

9.0%

8.3%

6.9%

6.1%

…

3

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2 Leader of Local Footprint – Strength in Northern Italy (1/2) National Distribution Network BPVN

Ranking by Region

BPI

Region

Ranking Mkt Share 544

Lom bardy 301

Veneto

New Group – National Distribution Network

144

Liguria

130

North

9.0%

North

3°

11.4%

Centre

3°

7.4%

North

236

4°

9.2%

North

2°

8.3%

Island

2°

13.9%

North

Lazio

64

10°

2.5%

Centre

Cam pania

55

8°

3.5%

South

Abruzzo

45

6°

7.0%

Centre

21

5°

2.3%

North

Friuli

15

8°

1.6%

North

Um bria

10

13°

0.8%

Centre

2.5%<=X<7.5%

Marche

9

5°

5.6%

South

7.5%<=X<15%

Molise Valle d'Aosta Puglia

8

9°

1.5%

Centre

6

4°

6.2%

North

6

19°

0.4%

South

Basilicata

3

12°

1.2%

South

Calabria

3

13°

0.6%

South

Sardinia

1

14°

0.1%

Island

1.0%<=X<2.5%

=> 15%

# Branches: 2,176 Market Share 6.7%

Source: interim reports 2006; territorial split based on Bank of Italy; ranking by region based Bank of Italy as of March 2006

11

8.9%

Trentino <1.0%

Of which ~70% in Northern Italy

Sicily

3° 3°

244

285

Tuscany Em ilia Rom agna Piedm ont

Area

11

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2 Leader of Local Footprint – Perfect Geographic Fit (2/2) Detailed Analysis – Selected Regions „ Perfect geographic fit with negligible overlap „ Significant market share in key northern regions „ Market share in excess of 8% in 27 provinces

Alessandria 7.1% Asti 7.2% Biella 8.6% Cuneo 6.4% Novara 26.5% Turin 3.4% Verbano 27.2% Vercelli 20.1% Total 8.2% Belluno Padova Rovigo Treviso Venice Verona Vicenza Total

2.0% 3.2% 1.1% 3.5% 10.2% 22.8% 5.3% 8.3%

BPI

NG

Province

1.4% 0.7% 0.0% 0.2% 0.0% 0.7% 0.0% 0.0% 0.5%

8.5% 7.8% 8.6% 6.6% 26.5% 4.1% 27.2% 20.1% 8.7%

Bergamo Brescia Como Cremona Lecco Lodi Mantova Milan Pavia Sondrio Varese Total

1.0% 0.7% 0.6% 0.8% 0.6% 0.3% 0.6% 0.6%

3.0% 3.9% 1.7% 4.4% 10.8% 23.1% 6.0% 9.0%

Lombardy

BPVN

Genoa Imperia La Spezia Savona Total

BPVN 13.6% 6.4% 2.6% 1.5% 1.9% 0.0% 6.3% 2.9% 8.7% 0.0% 3.7% 4.9% 3.3% 6.7% 3.8% 9.0% 4.9%

Source: Bank of Italy, March 2006

12

NG

Bologna 1.5% Ferrara 0.5% Forli'-Cesena 0.6% Modena 14.9% Parma 5.9% Piacenza 1.0% Ravenna 1.3% Reggio Emilia13.2% Rimini 0.0% Total 4.9%

4.6% 0.9% 1.8% 1.4% 1.5% 3.8% 2.8% 0.8% 1.5% 2.4%

6.1% 1.4% 2.5% 16.4% 7.4% 4.8% 4.1% 13.9% 1.5% 7.3%

Arezzo Florence Grosseto Livorno Lucca Massa C. Pisa Pistoia Prato Siena Total

3.7% 6.9% 3.6% 25.3% 26.0% 10.6% 16.9% 5.0% 4.5% 2.0% 10.5%

3.7% 8.3% 8.0% 26.8% 28.8% 10.6% 19.2% 8.3% 6.0% 2.0% 12.2%

Market share

Liguria

Veneto

Piedmont

Province

BPI

Emilia-Romagna

Province

Market share

BPVN

Tuscany

Market share

12

BPI

NG

1.9% 3.0% 1.2% 23.4% 1.9% 19.1% 2.5% 2.9% 2.5% 0.8% 4.6% 4.0%

15.6% 9.5% 3.8% 24.9% 3.8% 19.1% 8.8% 5.8% 11.2% 0.8% 8.3% 8.9%

12.0% 1.7% 6.1% 6.7% 8.9%

15.3% 8.3% 9.8% 15.7% 13.7%

1.4% 4.3% 1.6% 2.8% 2.3% 3.3% 1.5% 1.7%

CATULLO\_Analyst Presentation Road Show\AP_Roadshow 06.ppt

3

€500m Expected Synergies Driving Significant Value Creation Expected Gross Synergies (€m) Revenue

Cost

500

One-off restructuring costs of about €300m (=~135% of pre-tax cost synergies)

424 220 208

291

146

44%

49%

50%

141 280 59

216

41% 146

83

Phasing

13

51%

50%

59%

2007E

2008E

2009E

28%

58%

85%

13

2010E

100%

56%

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3 Ambitious but Achievable Targets Based on BPVN

Track-Record Domestic Transactions – as % Combined Entity Cost Synergies/Cost Base 12.0%

10.1%

10.0%

Intesa-SPIMI

BP Bergamo-BPCI

8.8%

8.4%

7.8%

Unicredito - CI

BPV-BPN Announced

BPV-BPN Achieved

BPVN-BPI

Revenue Synergies/Revenue Base

7.0%

5.4% 1.7%

Intesa-SPIMI

2.9%

BP Bergamo-BPCI

2

8.1%

1

4.5%

4.5%

Unicredito - CI

2.5%

3.6%

BPV-BPN Announced

BPV-BPN Achieved

1

Synergies from productivity alignment announced in November 2003 as part of 2004-2006 business plan ² Including synergies from productivity alignment Source: Company analyst presentation and press releases, internal analysis

14

14

2

6.8%

BPVN-BPI

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3 €220m Cost Synergies, Driven by Efficiency Gains and

Rationalisation of Central Functions Gross Cost Synergies (€m) Preliminary Breakdown % of Total Personnel

IT / Back Office Administrative Expenses

41%

90

Main Drivers „ „ „ „

„

66

30%

„ „ „

General Administrative Expenses

Total

15

64

29%

„ „ „

Right-sizing and rebalancing of head office workforce through partial replacement only of employees’ exit due to running churn-rate Limited optimisation of branch network Extension of BPVN’s employees incentive program to BPI’s Reduction in IT system support and development staff

Migration to one single IT platform (BPVN) and subsequent elimination of duplicate functions Increased “purchasing power” Integration of back office functions at central and local level Elimination of duplicate head office administrative functions and centralisation of branch network servicing functions Increased efficiency across processing and administrative functions Improved “purchasing power” Reduction in D&A in light of shared investments and logistics optimisation

220

15

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3 €280m Revenue Synergies from Application of Best Commercial Practices, Increased Cross-Selling and Internalisation of Revenues Gross Revenue Synergies (€m) Preliminary Breakdown % of Total Revenue Internalisation

Reduction in Cost of Funding

Consumer Credit Expansion

External network Penetration

Improvement in pro Capita Profitability

Total

16

70

25%

4%

10

11%

30

9%

25

145

52%

Main Drivers „ „ „

Internalisation of asset management revenues Strengthening of capital markets activities Fees from structuring of retail/corporate investment banking and structured life insurance products currently outsourced

„

BPI cost of funding still above peers, despite recent improvements – Combined entity to raise funds at better conditions owing to BPVN higher rating

„ „ „

Improved penetration through cross-selling of initiatives Cross-selling enhancements to convert indirect into direct customers Improvement sale capabilities and productivity as well as internalisation of revenues from higher sophistication of product range

„

Leverage on new cross-selling and business development opportunities arising from the network of specialist intermediaries

„

Upgrade effectiveness of BPI’s network through broader product range, standardised and effective commercial tools, sales force training Pricing adjustment opportunities from broader / more sophisticated product range and improved lending process and time to market

„

Realignment to 50% of the gap of revenues per employee to the best practice of BPVN Group (BPV)

280

16

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4 New Holding Model with Multibrand Strategy of Local Footprint

Holding Popolare

BPL Spa (Lodi) ~530 branches

BPN Spa (Novara) ~400 branches

CR Lucca Pisa Livorno ~240 branches

BPV-SGSP Spa (Verona) ~530 branches

Leverage on Strong Local Brand Recognition

BP Cremona

BP Crema

BP Mantova

Caripe

¹ Other includes Efibanca, Banca Aletti, foreign banks, operations

17

17

CR Bergamasco ~240 branches

Other¹

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III. Corporate Governance

18

18

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Friendly Transaction Based on Shared Objectives and Clear Governance Rules… Key Principles

Structure Supervisory Board Chairman: Carlo Fratta Pasini Deputy Vice-Chairman: Dino Piero Giarda Second Vice-Chairman: Maurizio Comoli 20 members drawn from BPVN and BPI Boards

„

AGMs in charge of approval of financial statements and dividend policy

„

Location of AGMs to rotate on an annual basis between Verona and Lodi, whereas EGMs will be held in Verona

„

Dual-Board structure composed of a Supervisory and Management Board

Management Board

–

Supervisory Board to be elected by the General Shareholders’ Meeting, in charge of controlling, supervision and relevant extraordinary transactions

–

Management Board, elected by the Supervisory Board, in charge of business operations

Chairman: Divo Gronchi 12 members of which 8 executives (i)

CEO Fabio Innocenzi

General Manager Corporate Massimo Minolfi

„

General Manager - Retail Franco Baronio

„

Integrated management team –

BPVN CEO to become the new CEO of the Group and to report to the Management Board

–

BPVN and BPI current General Managers in charge of Corporate and Retail businesses, respectively

Proven track-record in managing integration and restructuring

(i) In accordance with the Memorandum of Understanding signed on 1 Nov. 2006, the Management Board shall be composed of a minimum of 12 up to a maximum of 15 members, of which at least two thirds chosen among managers of the new Group and at least one fourth among non-executive representatives.

19

19

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… Leading to an Effective Organizational Structure Chairman of Management Board CEO HR External Specialised Network

Operations

Finance

SGS (Group Operating Machine)

Retail Business

Corporate Business

Staff

BPL

20

Staff

Retail, Affluent, Small Business

Corporate

Direct Banking

Large Corporate

Bancassurance

Loans

Commercial coordination of retail distribution networks

International Banking

Product Factories

Product Factories

BPV-SGSP

BPN

20

CASSA LUCCA PISA LIVORNO

CREBERG

CATULLO\_Analyst Presentation Road Show\AP_Roadshow 06.ppt

Balanced and Well Represented Board Composition Combined with Well Defined Roles and Responsibilities

Composition

Supervisory Board

„„

Management Board (i)

„„

20 20members membersofofwhich which40% 40%BPI BPIand and60% 60%BPVN: BPVN: –– Year Year1:1:10 10members members –– ––

From Frominception, inception,12 12members members(including (includingthe the Chairman and CEO) Chairman and CEO) –– ––

Year Year2:2:16 16members members As Asfrom fromYear Year3:3:20 20members members

88members membersdrawn drawnfrom fromtop topmanagement management 44non-executive members non-executive members

(i) In accordance with the Memorandum of Understanding signed on 1 Nov. 2006, the Management Board shall be composed of a minimum of 12 up to a maximum of 15 members, of which at least two thirds chosen among managers of the new Group and at least one fourth among non-executive representatives.

21

21

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IV. Financial Impact

22

22

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Main Financial Targets and Implied Value Creation

2008E Pro Forma

2010E Pro Forma

Target EPS Impact (%) BPVN Shareholders

Substantially Neutral

Over 10%

Target EPS Impact (%) BPI Shareholders

~ 40%

~ 30%

Target ROI (%) BPVN and BPI Shareholders

11.9%

10.3%

Target ROI (%) BPVN Target ROI (%) BPI

14.1%

Source: IBES estimates for BPVN and internal estimates for BPI

23

23

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Capital Base Evolution Tier 1 Ratio Evolution 2006-2010

Capital strengthening initiatives

~ 6.1%

Capital created from retained earnings1

Strong internal capital

Buyback

generation: 45bps of core capital Tier 1 Capital to finance organic growth in RWA

per year from 2008 ~ 6.3%

„

Organic growth funding

„

Return to shareholders in the form of buy back /

Tier 1 After Eur 1.5bn Extraordinary Dividend (including existing preference shares)

The sale on 14 Nov. 2006 by BPVN of a 4.01% stake in Banca Italease, i.e. the stake held outside the shareholder pact, has generated a net capital gain of more than €90 million. This move is part of the capital strengthening initiatives envisaged in the light of the merger project with BPI.

2006PF Basle I

Tier 1 (Including existing and newly issued preference shares)

dividends

New Group to have Tier 1 ratio target at 6.0% – 6.5%

2010E PF Basle I

Capital strengthening initiatives: starting from 2007, the new group will consider several capital actions to improve Tier 1 ratio: „ Issuance of preference shares „ Disposal of non-strategic stakes „ Securitisation of portfolios of performing loans (residential mortgages and SME mortgages)

¹ Retained earnings over the period 2007-2010 including synergies and restructuring costs

24

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V. Closing Remarks

25

25

CATULLO\_Analyst Presentation Road Show\AP_Roadshow 06.ppt

Closing Remarks

„ Creation of a popolare leader with a powerful local franchise in Northern Italy „ Domestic leadership ambitions and European scale: on path to be 3rd largest Italian player and 25th European player „ Significant value creation from synergy potential and proven integration skills of combined management teams „ Effective corporate governance and clear roles and responsibilities in order to achieve value creation targets

26

26

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Appendix

27

27

CATULLO\_Analyst Presentation Road Show\AP_Roadshow 06.ppt

Branch Distribution Network Combined Market Share of BPVN and BPI in Northern Italian Regions Market Share ≥8% in 27 Northern Provinces

Piedmont

Veneto

Lombardy

Liguria

EmiliaRomagna

Tuscany

Verbano Novara Vercelli Biella Alessandria Asti

27.2% 26.8% 21.8% 10.9% 8.6% 8.0%

Verona Venice Crem ona Lodi Bergam o Pavia Brescia Mantova Varese Savona Genova La Spezia Im peria

23.4% 10.9% 25.1% 19.7% 15.7% 11.3% 9.5% 8.8% 8.2% 15.8% 15.6% 9.8% 8.5%

Modena Reggio Em ilia Lucca Livorno Pisa Massa C. Pistoia Grosseto

16.7% 14.0% 28.9% 27.0% 19.8% 10.8% 8.4% 8.0%

Source: Bank of Italy, December 2005

28

28

CATULLO\_Analyst Presentation Road Show\AP_Roadshow 06.ppt

BPN Performance and Alignment Productivity Alignment BPVN Group

31/12/2004

BPN

30/09/2006

+22.0% 31.4

31/12/2004

BPN Alignment

30/09/2006

31/12/2004

+48.0%

38.3

25.9 =

Customer loans/branch (€m)

100 67.6

100

17.5

55.8 BPN

209.81

+13.7%

+20.2%

238.61 166.7

100 =

100 84.0

79.4 BPN

84.9 55.0

Op. Income/Avg. Employees (€’000)

=

100

100 82.4

72.2 BPN (7.0) p.p.

Cost/income ratio (%)

67.0 50.9

57.6 =

113.2

115.7 BPN

¹ Related only to the three commercial banks of the Group, thereby allowing a more meaningful comparison (exclusion of BO/IT staff and other)

29

BPVN Group

(9.4) p.p.

100

29

BPVN Group

+54.4%

103.1

76.2

57.9

BPVN Group

200,.4

Revenues/Avg. Employees (€‘000)

+35.3%

30/09/2006

100 BPVN Group

CATULLO\_Analyst Presentation Road Show\AP_Roadshow 06.ppt

BPV-BPN merger: Financial restructuring well on track1 Productivity: total revenues/employees (€’000 avg.)

Cost efficiency: operating costs/total revenues

+6.6%

2

183 139

2001 BPV

2001 BPN

160

2001 BPVN PF

170

2002

173

2003

181

2004

194

193

2005

2005 IAS

68.9%

210

58.0%

2001 BPV

9M 06

Asset quality: gross and net NPL ratios

4.9%

4.8% 4.0%

2.4%

3.2%

1 2

30

3.2%

6.0%

1.4% 2001 BPV

3.3%

2001 BPN

2001 BPVN PF

3.0% 2002

3.0% 2003

2.0%

1.6%

1.2%

2004

2005

2005 IAS

9M 06

2002

60.1%

2003

57.9%

55.5%

56.0%

2004

2005

2005 IAS

50.9%

9M 06

In the years 2002-2004, the management concentrated effectively on the full integration of BPN into BPVN Group, with a strong focus on cost savings and risk reduction

•

During the same period, revenue synergies were generated through cross selling and through the adoption of the business model of Verona

•

Starting from 2005, BPN has seen an acceleration of the productivity-driven performance turnaround

•

Further significant productivity gains are set to materialise in 2006/2007

2.3%

2.5%

2001 BPVN PF

61.7%

•

9.8%

5.3%

2001 BPN

63.0%

2001-2005 data are based on Italian GAAP and are indicated at consolidated Group level, both for former BPV and BPN standalone as well as for BPVN Group; nine-month and FY2005 data are shown also in IAS annualised

30

CATULLO\_Analyst Presentation Road Show\AP_Roadshow 06.ppt

BPVN Group consolidated nine-month 2006 results BPVN Group standalone 9-month P&L highlights 9 months 2005

1,981.3

1,760.8

+12.5%

2,393.7

990.0

898.5

+10.2%

55.8

36.7

+52.3%

935.5

825.6

+13.3%

1,209.7 55.5 1,128.6

(1,007.6)

(1,018.3)

-1.1%

(1,339.5)

973.7

742.4

31.1%

1,054.2

(54.5)

(19.4)

+180.9%

(75.1)

89.1

69.5

-

(139.4)

(30.7)

(18.7)

+63.7%

(29.9)

48.4

19.1

+153.2%

21.4

Income before tax from continuing operations

936.4

723.4

+29.4%

970.6

Net income of the period

569.1

448.4

+26.9%

597.1

Total operating revenues • net interest income • dividends and profit (losses) from equity investments • net non-interest income Operating costs

Operating margin Net value adjust. for loans, guarantees and commitments • Net value adjustment without reversal impact Net provisions for risks and liabilities Income from the disposal of equity part. and investments

31

Memo

9 months 2006

€m

31

% change

FY 2005

CATULLO\_Analyst Presentation Road Show\AP_Roadshow 06.ppt

BPVN Group consolidated nine-month 2006 results BPVN Group standalone volume highlights as of 30/09/2006

€m

30/09/2006 A

30/06/2006 31/12/2005 B C

30/09/2005 %change %change %change D A/C A/D A/B +14.5%

+2.3%

+3.2%

+7.3%

111,275

+3.4%

+5.5%

+9.9%

39,845

+4.1%

+15.0%

+19.0%

46,970

44,656

42,979

41,032

Indirect customer funds

75,342

73,651

73,004

70,242

Total customer financial assets 122,312

118,307

115,983

47,417

45,556

41,224

Customer loans (gross)

32

32

+5.2%

+9.3%

Direct customer funds

CATULLO\_Analyst Presentation Road Show\AP_Roadshow 06.ppt

BPVN Group consolidated nine-month 2006 results BPI Group standalone 9-month performance highlights Core Economic performance is improving Net income: €151MM 9M’06 vs -€153MM 9M’05 3Q’06 Net income: €59MM, fully reflecting ordinary activity Interest margin is improving: +7% 9M’06/9M’05, +14% 3Q/2Q ’06 (on normalised figures) Positive contribution by the Finance Division: €81MM in 9M‘06 Operating profit: €387MM 9M’06 vs €262MM 1H’06 vs -€115MM 9M’05 Assets expansion, liabilities repositioning, capital strengthening for minorities buy out Normalized customer loans +5% ytd Direct deposits +12% ytd. Securities issued down 6% yoy (on normalised figures) Net Equity €4,070BN 9M’06 vs €2,810BN 1H’06 Commercial trend. Recurrent and progressive signs of recovery in the commercial activity Positive trends in Bank Accounts and sound redemption from advertising campaigns New Production: Residential Mortgages +33%; Personal Loans +34%; Bancassurance +16%; Credit Cards +20% yoy * % changes based on 9M ’05 and 2Q ’06 PRO-FORMA figures

33

33

CATULLO\_Analyst Presentation Road Show\AP_Roadshow 06.ppt

BPVN Group consolidated nine-month 2006 results BPI Group standalone 9-month performance highlights Sep. 2006 – Sep. 2005 comparison is affected by 2005 extraordinary items on net commissions, dividends and trading activities, loans write-downs, risk provisions related to Banca Antonveneta takeover and figures restatement following regulators investigation. ►

PF* 30 SEP 05

CHG%

620,044

579,859

6.93%

► Dividends and similar income

21,514

61,269

-64.89%

► Gains (losses) from investments

36,926

25,714

43.60%

294,482

216,820

35.82%

► Net income from trading and hedging activities

80,568

94,684

-14.91%

► Profit (loss) from sale of loans

68,774

► Profit/loss from sale of finan. assets and liabilities

37,958

25,251

50.32%

PROFIT ON THE SALE OF BANCA ITALEASE STAKE AND NON CORE ASSETS

► Net income from financial assets/liabilities designated at FV

-3,108

97,978

n.s.

2005 FIGURE INCLUDES CAPITAL GAIN ON BANCA ANTONVENETA

124,089

144,411

-14.07%

30 SEP 06

DATA in €/000 ► Net interest income

► Net commissions

► Other operating income (expenses) Total Revenues

-

1,281,247 1,245,986

n.s.

2.83%

* 2005 Data include effects of 2006 BPI assets at disposal

34

34

CAPITAL GAIN ON BPL LEASING SALE

3Q 2006 €45MM PROFITS MAINLY RELATED TO TRADING NPL’S SALE CAPITAL GAIN

CATULLO\_Analyst Presentation Road Show\AP_Roadshow 06.ppt

BPVN Group consolidated nine-month 2006 results BPI Group standalone 9-month performance highlights DATA in €/000

30 SEP 06

Total revenues

PF* 30 SEP 05 CHG%

1,281,247 1,245,986

►Write-downs on loans ►Write-downs on assets and other financial assets

2.83%

-92,137

-407,232 -77.37%

-4,281

-5,205 -17.75%

►Personnel expenses

-381,483

-375,160

1.69%

►Administrative expenses

-331,756

-298,641

11.09%

-31,502

►Provisions for risks and charges

►Write-downs on intangible and tangible fixed assets-52,753 Operative expenses

-227,097 -86.13% -47,246

11.66%

-893,912 -1,360,581

34.30%

LEGAL EXTRAORDINARY COSTS AND INCREASE ADVERTISING EXPENSES IN 2006

Operating profit

387,335

-114,595

n.s.

Income/loss before taxes

379,101

-127,610

n.s.

- 135,308

23,980

n.s.

36% TAX RATE

► Income/loss after taxes non-current assets HFS

-27,746

-10,750

n.s.

BPL RISCOSSIONI, BPL NET, AREA LIFE EFIBANCA EQUITY STAKES ON DISPOSAL

► Income/loss of minority interests

-65,406

- 38,602 +69,44%

Net profit/loss

150,641

-152,982

► Taxes for the period

n.s.

* 2005 Data include effects of 2006 BPI assets at disposal

35

JUNE 2006 INCLUDE €44MM WRITE-BACK RELATED TO NPL’s SALE

35

CATULLO\_Analyst Presentation Road Show\AP_Roadshow 06.ppt

Investors and Analysts: Key Contacts

BPVN

36

BPI

Tom Lucassen Head of Investor Relations

Office: +39 045 867 5537 e-mail: [email protected]

Nicoletta Zangrandi Head of Investor Relations

Office: +39 0371 580.036 e-mail: [email protected]

Elena Segura

Office: +39 045 867 5484 e-mail: [email protected]

Chiara Leoni

Office: +39 0371 580 073 e-mail: [email protected]

Vania Farinati

Office: +39 045 867 5580 e-mail: [email protected]

Elisa Mazzocco

Office: +39 0371 580.681 e-mail: [email protected]

Francesca Romagnoli

Office: +39 045 867 5613 e-mail: [email protected]

Fabio Pelati

Office: +39 0371 580.105 e-mail: [email protected]

36