Analyst Presentation

Gruppo Bancario Popolare
Reshaping Italian Banking Competition
16 October 2006
S_MVOLTAN\Eli - UCI - BPVN\BPVN\2006-10-[17] AP BPI\2006 10 16 Analyst Presentation_39.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
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distribution of this presentation in other jurisdictions may be restricted by law, and persons into whose possession this document comes should inform
themselves about, and observe, any such restrictions.
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 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 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 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contained in this presentation is not for publication, release or distribution in Australia, Canada, Japan or the United States (within the meaning of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. 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 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 does 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.
1 1
Agenda
I. Key Transaction Highlights

II. Industrial Rationale and Value Creation
III. Corporate Governance
IV. Financial Impact
V. Closing Remarks
Appendix
2 2
I. Key Transaction Highlights
3 3
Key Transaction Highlights

Strategic Rationale
Friendly merger of equals based on shared objectives with key points of strength:
1 2
Significant value creation Unique distribution network: excellent
geographical fit and deeply rooted presence
– ~€500m run-rate synergies fully realised in richest Northern Italy regions
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 – ~10% market share in Northern Italy,
with market share in excess of 8% in 27
provinces
3 Doubling in size: significant strengthening 4

of competitive positioning
– On path to become the 3rd largest Effective organizational structure and
Italian bank by market cap and clean governance
branches – Well defined management team
– Domestic leadership ambitions with clear accountability vis-à-vis
value creation targets
– First step towards European top
league: new entry in top 30 largest
players by market cap
4 4

Main Terms of the Transaction and Estimated Financial Impact
Merger by union of BPI and BPVN into a NewCo

Structure: Creation of Gruppo Bancario Popolare (“GBP”)
Spin-off of Retail banks
Share-for-share component¹:
– 0.43 BPVN shares for 1 BPI share
Consideration Structure¹:
Cash component:
– €1,500m extraordinary dividend to BPI shareholders (€2.2 per BPI share)
€11.50 based on BPVN 6 month average share price

Implied Value per BPI Share:
€12.00 based on BPVN closing price as of 13-Oct-2006
– Cash EPS accretive for BPVN shareholders from 2009 (including only
phased synergies), positive thereafter with over a 10% EPS accretion in
Financial and Capital
2010E
Implications: – Cash EPS accretive for BPI shareholders by over 30% from the beginning
– Pro forma Tier 1 Ratio of 6-6.5% from 2007 onwards
Confirmatory data room on selected information

Conditions: Regulatory approvals
Approval at BPVN and BPI shareholder meetings
¹ GBP, as NewCo, will issue new shares to BPVN and BPI shareholders
5 5

Offer Timetable
16 October 2006: Announcement

October 2006 16 October 2006: Presentation to the financial community
October/November 2006: Roadshow and One-on-One meetings with investors
Mid November 2006 Confirmatory data room
BPVN and BPI Board of Directors

– Approve merger document
December 2006 – Call EGMs for BPVN and BPI
– Approve Business Plan for Gruppo Bancario Popolare
– Roadshow and One-on-One meetings with investors
BPVN and BPI EGMs to approve merger project

February / March 2007 BPI AGM to approve extraordinary dividend
Merger act and constitution of the Gruppo Bancario Popolare¹
¹ Based on Q3 2006 data
6 6
II. Industrial Rationale and Value Creation
7 7
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
18.7
18.7 17.8
3.01 15.0
#5 #7
7.1
8.6 7.7 7.1 6.0 5.5 4.9 4.2 3.5 3.2
8.6
UniCredit
Capitalia
Lombarda
Carige
CR Firenze
BPI
Credem
BPM
Intesa +
Gruppo BP
MPS
BPVN
BPU
BPER
SPIMI
¹ Net present value of synergies

Source: Datastream, data as of 13-Oct-2006
8 8
1 Key Step to Achieve European Scale

Top European Banks (€bn)
Top 10
Average market cap: €89bn
174
105 Top 10-20

Average market cap : €48bn
90
84
81 79 Top 20-30
Average market cap : €19bn
70 70 70
65
62
58 58
53 51
49 Only “cooperative bank”
44 43
#25 among top 30 European #45 #50
largest players
32
30 28 19
19
19
25
20 19
18 18 17 16 16 15
1 15 15 14 13 13 11
3
7 9 8 7
5 4
9
DnB NOR
HBOS
BPER
NBoG
UBS
RBS
HSBC
KBC
SEB
SHB
BPU
ING
Gruppo BP
BPI
BBVA
AIB
BPVN
Banco Popular
BNP Paribas
Dexia
Capitalia
BPM
Lloyds TSB
SocGen
ABN Amro
MPS
Fortis
Barclays
Nordea
Natexis
UniCredit
Santander
Deutsche Bank
Danske Bank
Erste Bank
Bank of Ireland
Intesa+SPIMI
Swedbank
Credit Agricole
Std. Chartered
Credit Suisse
Commerzbank
Italian Bank s
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
1 Strong Improvement in Domestic Competitive Positioning
Domestic Branch Network (#) Customer Loans (€bn)

5,498
301
#3 #5 #9 #5 #7 #11
3,018
146
2,183
1,944 1,877 90 86
1,205 1,205 1,181 73
977 45
45 28
978
28
BIN-SPI UCI GBP CAP M PS BPV N BPU … BPI BIN-SPI1 UCI CAP M PS GBP … BPV N … BPI
Market Market
19.5% 9.6% 6.7% 6.2% 5.9% 3.8% 3.8% 2.9% 24.5% 13.2% 6.9% 6.8% 5.6% 3.3% 2.3%
Share Share
Customer Deposits (€bn) Consumer Credit Volumes of Related Companies (€bn)

326
3.1
#5 #7 #9 #4 #10 #11 #12
187 2.4 2.2
1.8 1.6
88 79 0.6
73
39 39 34 1.2 1.2 1.0 0.9
34
2 3
Findo- DB - Agos GBP Clarim a … Ducato De lta Line a
BIN-SPI UCI CAP M PS GBP … BPV N … BPI
m e s tic Pre s t.
Market Market
25.0% 14.2% 7.2% 6.1% 5.8% 3.0% 2.7% 11.5% 9.0% 8.3% 6.9% 6.1% 4.6% 3.8% 3.3%
Share Share
1 Pre-disposal of Cariparma, Friuladria and selected branches
² 20% stake of BPVN 3 49% stake of BPVN
Source: interim reports 2006, Bank of Italy for market shares
10 10
2 Leader of Local Footprint – Strength in Northern Italy (1/2)
National Distribution Network Ranking by Region
BPVN BPI Region Ranking Mkt Share Area
Lom bardia 544 3° 8.9% North

Veneto 301 3° 9.0% North
Toscana 285 3° 11.4% Centre

Em ilia
244 3° 7.4% Centre
Rom agna
Piem onte 236 4° 9.2% North
Sicilia 144 2° 8.3% Island
Liguria 130 2° 13.9% North
Lazio 64 10° 2.5% Centre
Cam pania 55 8° 3.5% South

New Group – National Distribution Network Abruzzo 45 6° 7.0% Centre
Trentino 21 5° 2.3% North
<1.0% 15
Friuli 8° 1.6% North
1.0%<=X<2.5% Um bria 10 13° 0.8% Centre
2.5%<=X<7.5% Marche 9 5° 5.6% South
7.5%<=X<15% Molise 8 9° 1.5% Centre

Valle
6 4° 6.2% North
=> 15% d'Aosta
Puglia 6 19° 0.4% South
Basilicata 3 12° 1.2% South

# Branches: 2,183
Market Share 6.7% Calabria 3 13° 0.6% South
Sardegna 1 14° 0.1% Island
Source: interim reports 2006; territorial split based on Bank of Italy; ranking by region based Bank of Italy as of March 2006
11 11
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
Market share in excess of 8% in 27 provinces
Province BPVN BPI NG
Bologna 1.5% 4.6% 6.1%

Market share Market share Ferrara 0.5% 0.9% 1.4%
Forli'-Cesena 0.6% 1.8% 2.5%
Emilia-Romagna
Province BPVN BPI NG Province BPVN BPI NG
Modena 14.9% 1.4% 16.4%
Alessandria 7.1% 1.4% 8.5% Bergamo 13.6% 1.9% 15.6% Parma 5.9% 1.5% 7.4%
Asti 7.2% 0.7% 7.8% Brescia 6.4% 3.0% 9.5% Piacenza 1.0% 3.8% 4.8%
Biella 8.6% 0.0% 8.6% Como 2.6% 1.2% 3.8% Ravenna 1.3% 2.8% 4.1%
Piedmonte
Cuneo 6.4% 0.2% 6.6% Cremona 1.5% 23.4% 24.9% Reggio Emilia 13.2% 0.8% 13.9%
Novara 26.5% 0.0% 26.5% Lecco 1.9% 1.9% 3.8% Rimini 0.0% 1.5% 1.5%
Lombardia
Torino 3.4% 0.7% 4.1% Lodi 0.0% 19.1% 19.1% Total 4.9% 2.4% 7.3%
Verbano 27.2% 0.0% 27.2% Mantova 6.3% 2.5% 8.8%
Vercelli 20.1% 0.0% 20.1% Milano 2.9% 2.9% 5.8%
Arezzo - 3.7% 3.7%
Total 8.2% 0.5% 8.7% Pavia 8.7% 2.5% 11.2%
Firenze 1.4% 6.9% 8.3%
Sondrio 0.0% 0.8% 0.8%
Grosseto 4.3% 3.6% 8.0%
Varese 3.7% 4.6% 8.3%
Belluno 2.0% 1.0% 3.0% Livorno 1.6% 25.3% 26.8%
Total 4.9% 4.0% 8.9%
Toscana
Padova 3.2% 0.7% 3.9% Lucca 2.8% 26.0% 28.8%
Rovigo 1.1% 0.6% 1.7% Massa C. - 10.6% 10.6%
Veneto
Treviso 3.5% 0.8% 4.4% Genova 3.3% 12.0% 15.3% Pisa 2.3% 16.9% 19.2%
Venezia 10.2% 0.6% 10.8% Imperia 6.7% 1.7% 8.3% Pistoia 3.3% 5.0% 8.3%
Liguria
Verona 22.8% 0.3% 23.1% La Spezia 3.8% 6.1% 9.8% Prato 1.5% 4.5% 6.0%
Vicenza 5.3% 0.6% 6.0% Savona 9.0% 6.7% 15.7% Siena 2.0% 2.0%
Total 8.3% 0.6% 9.0% Total 4.9% 8.9% 13.7% Total 1.7% 10.5% 12.2%
Source: Bank of Italy, March 2006
12 12
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
44%
291 208
49%
146 50%
141
280 56%
59 41% 216 51%
146 50%
83
59%
2007E 2008E 2009E 2010E
Phasing 28% 58% 85% 100%
13 13
3 Ambitious but Achievable Targets Based on BPVN

Track-Record
Domestic Transactions – as % Combined Entity
Cost Synergies/Cost Base
12.0%
10.0% 10.1%
8.4% 8.8%
7.8%
Intesa-SPIMI BP Bergamo-BPCI Unicredito - CI BPV-BPN BPV-BPN BPVN-BPI

Announced Achieved
Revenue Synergies/Revenue Base
2
2 8.1% 6.8%
7.0%
5.4%
2.9% 4.5%1
4.5%
1
1.7%
2.5% 3.6%
Intesa-SPIMI BP Bergamo-BPCI Unicredito - CI BPV-BPN BPV-BPN BPVN-BPI

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

Rationalisation of Central Functions
Gross Cost Synergies (€m)
Main Drivers
Preliminary Breakdown
% of Total Right-sizing and rebalancing of head office workforce through partial

replacement only of employees’ exit due to running churn-rate
Personnel 90 41% Limited optimisation of branch network
Extension of BPVN’s employees incentive program to BPI’s
Reduction in IT system support and development staff
IT / Back Office Migration to one single IT platform (BPVN) and subsequent elimination of
duplicate functions
Administrative 66 30% Increased “purchasing power”
Expenses
Integration of back office functions at central and local level
Elimination of duplicate head office administrative functions and centralisation

General of branch network servicing functions
Administrative 29% Increased efficiency across processing and administrative functions
64
Expenses Improved “purchasing power”
Reduction in D&A in light of shared investments and logistics optimisation
Total 220
15 15
3 €280m Revenue Synergies from Application of Best Commercial

Practices, Increased Cross-Selling and Internalisation of Revenues
Gross Revenue Synergies (€m)

Main Drivers
Preliminary Breakdown
% of Total
Internalisation of asset management revenues
Revenue 70 Strengthening of capital markets activities
Internalisation 25%
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

Reduction in Cost 4%
10 – Combined entity to raise funds at better conditions owing to BPVN higher
of Funding
rating
Improved penetration through cross-selling of initiatives

Consumer Credit 11% Cross-selling enhancements to convert indirect into direct customers
30
Expansion Improvement sale capabilities and productivity as well as internalisation of
revenues from higher sophistication of product range
External network Leverage on new cross-selling and business development opportunities arising
25 9%
Penetration from the network of specialist intermediaries
Upgrade effectiveness of BPI’s network through broader product range,

Improvement in pro 52% standardised and effective commercial tools, sales force training
145
Capita Profitability Pricing adjustment opportunities from broader / more sophisticated product
range and improved lending process and time to market
Realignment to 50% of
Total 280 the gap of revenues per
employee to the best
practice of BPVN Group
(BPV)
16 16
4 New Holding Model with Multibrand Strategy of Local Footprint
Holding Popolare
BPL Spa BPN Spa BPV-SGSP Spa CR Lucca Pisa

CR Bergamasco
(Lodi) (Novara) (Verona) Livorno Other¹
~240 branches
~530 branches ~400 branches ~530 branches ~240 branches
Leverage on Strong Local Brand Recognition

Potential Insurance
BP Cremona Partner
BP Crema
BP Mantova
Caripe
¹ Other includes Efibanca, Banca Aletti, foreign banks, operations
17 17
IV. Corporate Governance
18 18
Friendly Transaction Based on Shared Objectives and Clear

Governance Rules…
Structure Key Principles
Supervisory Board AGMs in charge of approval of financial statements and

dividend policy
Chairman: Carlo Fratta Pasini
Vice-Chairman: BPI (Dino Piero Giarda or Divo Gronchi) Location of AGMs to rotate on an annual basis between
Second Vice-Chairman: Maurizio Comoli Verona and Lodi, whereas EGMs will be held in Verona
20 members drawn from BPVN and BPI Boards
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,
Chairman:BPI (Dino Piero Giarda or Divo Gronchi) supervision and relevant extraordinary transactions
12 members of which 8 executives
– Management Board, elected by the Supervisory
Board, in charge of business operations
CEO Integrated management team
Fabio Innocenzi
– 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

General Manager - Corporate General Manager - Retail of Corporate and Retail businesses, respectively
Massimo Minolfi Franco Baronio
Proven track-record in managing integration and
restructuring
19 19
… Leading to an Effective Organizational Structure
Chairman of Management Board
CEO
HR
External Specialised Network Operations
Finance SGS
Retail Business Corporate Business
Staff Staff
Retail, Affluent, Small Business Corporate
Direct Banking Large Corporate
Bancassurance Loans
Commercial coordination of retail

International Banking
distribution networks
Product Factories Product Factories
CASSA LUCCA PISA

BPL BPV-SGSP BPN CREBERG
LIVORNO
20 20
Balanced and Well Represented Board Composition Combined

with Well Defined Roles and Responsibilities
Supervisory Board Management Board
20 From
Frominception,
inception,12
12members
members(including
(includingthe
20members
membersofofwhich
which40%
40%BPI
BPIand
and60%
60%BPVN:

Composition
BPVN: the
–– Year Chairman and CEO)
Year1:1:10
10members
members Chairman and CEO)
–– Year –– 88members
membersdrawn
drawnfrom
fromtop
topmanagement
Year2:2:16
16members
members management
–– 44non-executive
–– As
Asfrom
fromYear
Year3:3:20
20members
members non-executivemembers
members
21 21
IV. Financial Impact
22 22
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 (%)

Around 40% Around 30%
BPI Shareholders
Target ROI (%)

BPVN and BPI 11.9%
Shareholders¹
Target ROI (%) BPVN 10.3%

Target ROI (%) BPI 14.1%
¹ Return on investment for BPVN shareholders calculated as portion of pro forma net income over BPVN value
² Return on investment for BPI shareholders calculated as portion of pro forma net income over BPI value
Source: IBES estimates for BPVN and internal estimates for BPI
23 23
Capital Base Evolution

Post Capital Measures
1
2007E – 2010E Pro forma Tier 1 Ratio Capital Strengthening Initiatives
A number of capital optimisation
6.-6.5% run rate Pro forma actions will be considered:

Tier 1 Ratio from 2007 onwards Issuance of preference shares
Disposal of non-strategic
stakes
Securitisation of portfolios of
performing loans:
Strong internal capital generation: ~45bps of core capital
per year from 2008 – Residential mortgages
– SME mortgages
¹ Considering an extraordinary dividend payment of €1,500m and capital management initiatives
24 24
VI. Closing Remarks
25 25
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
Investors and Analysts: Key Contacts
BPVN Banca Popolare Italiana
Tom Lucassen Office: +39 045 867 5537 Nicoletta Zangrandi Office: +39 0371 580.036
Head of Investor Relations e-mail: investor.relations@bpv.it Head of Investor Relations e-mail: investor.relations@bipielle.it
Elena Segura Office: +39 045 867 5484 Chiara Leoni Office: +39 0371 580 073
e-mail: investor.relations@bpv.it e-mail: investor.relations@bipielle.it
Vania Farinati Office: +39 045 867 5613 Elisa Mazzocco Office: +39 0371 580.681
Office: +39 045 867 5613 Fabio Pelati Office: +39 0371 580.105
Francesca Romagnoli
27 27
Appendix
28 28
Branch Distribution Network

Combined Market Share of BPVN and BPI in Northern Italian Regions
Market Share ≥8% in 27 Northern Provinces
Ve rbano 27.2%
Novara 26.8%
V e rce lli 21.8%
Piemonte 10.9%
Bie lla
Ale s s andria 8.6%
As ti 8.0%
V e rona 23.4%
Veneto V e ne zia 10.9%
Cre m ona 25.1%

Lodi 19.7%
Be rgam o 15.7%
Lombardia Pavia 11.3%
Bre s cia 9.5%
M antova 8.8%
V are s e 8.2%
Savona 15.8%
Ge nova 15.6%
Liguria La Spe zia 9.8%
Im pe ria 8.5%
Emilia- M ode na 16.7%

Romagna Re ggio Em ilia 14.0%
Lucca 28.9%
Livorno 27.0%
Pis a 19.8%
Toscana M as s a C. 10.8%
Pis toia 8.4%
Gros s e to 8.0%
Source: Bank of Italy, December 2005
29 29
Side by Side Analysis

Main Lines and Selected Ratios
Income Statement BPVN BPI Balance Sheet BPVN BPI

(€m) (€m)
Net Interest Income 646.8 401.0 Customer Loans 44,460 27,571
Net Non-Interest Income 642.7 355.5 Customer Deposits 39,096 33,804
Dividends from Equity Investments 35.6 22.9 Shareholders’ Equity 4,169 3,529¹
Total Income 1325.0 778.8 Interest Earning Assets` 61,892 56,993
Operating Costs (670.1) (470.8) Interest Bearing Liabilities 57,063 52,655
Gross Operating Profits 654.9 308.0

ROE² (%) 21.07% 5.4%
Loan Loss Provisions (27.0) (50.7)
Profit Before Taxes 645.2 261.7
Net Income 397.4 92.0
Cost / Income (%) 50.6% 54.8%
¹ Pro forma for €719.4m capital increase

² Return on equity calculated on shareholders’ equity excluding net income of the period
Source: Interim reports
30 30
BPN Performance and Alignment

Productivity Alignment
BPVN Group BPN BPN Alignment
31/12/2004 30/06/2006 31/12/2004 30/06/2006 31/12/2004 30/06/2006
+20.4% 37.8
+36.0%
31.4
23.8
17.5 100 100
= 63.0
55.8
Customer loans/branch (€m)
BPN BPVN Group
Group
+8.2% includes dividends
209.81 226.9 +18.2%
197.1
166.7
100 100
Revenues/Avg. Employees (€‘000) =
79.4 86.9
BPN BPVN Group
+39.0% 105.9 +50.9%

76.2 83.0
55.0
Op. Income/Avg. Employees (€’000) = 100 100
78.3
72.2
BPN BPVN Group
(7.3) p.p. (9.1) p.p.

67.0
57.9 57.9
50.6
Cost/income ratio (%) = 115.7 114.4
100 100
BPN BPVN Group
¹ Related only to the three commercial banks of the Group, thereby allowing a more meaningful comparison (exclusion of BO/IT staff and other)
31 31

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Gruppo Bancario Popolare

Reshaping Italian Banking Competition

I. Key Transaction Highlights

I. Key Transaction Highlights

Key Transaction Highlights

3 Doubling in size: significant strengthening 4

Key Transaction Highlights

Merger by union of BPI and BPVN into a NewCo

€11.50 based on BPVN 6 month average share price

Confirmatory data room on selected information

Key Transaction Highlights

 16 October 2006: Announcement

Mid November 2006  Confirmatory data room

 BPVN and BPI Board of Directors

 BPVN and BPI EGMs to approve merger project

¹ Based on Q3 2006 data

II. Industrial Rationale and Value Creation

69.9 69.6  Expected aggregate market cap of €18.7bn

¹ Net present value of synergies

1 Key Step to Achieve European Scale

105 Top 10-20

¹ Net present value of synergies

1 Strong Improvement in Domestic Competitive Positioning

Domestic Branch Network (#) Customer Loans (€bn)

Customer Deposits (€bn) Consumer Credit Volumes of Related Companies (€bn)

2 Leader of Local Footprint – Strength in Northern Italy (1/2)

National Distribution Network Ranking by Region

BPVN BPI Region Ranking Mkt Share Area

Lom bardia 544 3° 8.9% North

Toscana 285 3° 11.4% Centre

Sicilia 144 2° 8.3% Island

Liguria 130 2° 13.9% North

Lazio 64 10° 2.5% Centre

Cam pania 55 8° 3.5% South

7.5%<=X<15% Molise 8 9° 1.5% Centre

Basilicata 3 12° 1.2% South

2 Leader of Local Footprint – Perfect Geographic Fit (2/2)

 Perfect geographic fit with negligible overlap

Bologna 1.5% 4.6% 6.1%

Source: Bank of Italy, March 2006

3 €500m Expected Synergies Driving Significant Value Creation

Expected Gross Synergies (€m)

2007E 2008E 2009E 2010E

Phasing 28% 58% 85% 100%

3 Ambitious but Achievable Targets Based on BPVN

Intesa-SPIMI BP Bergamo-BPCI Unicredito - CI BPV-BPN BPV-BPN BPVN-BPI

Revenue Synergies/Revenue Base

Intesa-SPIMI BP Bergamo-BPCI Unicredito - CI BPV-BPN BPV-BPN BPVN-BPI

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

% of Total  Right-sizing and rebalancing of head office workforce through partial

 Elimination of duplicate head office administrative functions and centralisation

3 €280m Revenue Synergies from Application of Best Commercial

Gross Revenue Synergies (€m)

 BPI cost of funding still above peers, despite recent improvements

 Improved penetration through cross-selling of initiatives

 Upgrade effectiveness of BPI’s network through broader product range,

4 New Holding Model with Multibrand Strategy of Local Footprint

BPL Spa BPN Spa BPV-SGSP Spa CR Lucca Pisa

Leverage on Strong Local Brand Recognition

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

IV. Corporate Governance

Friendly Transaction Based on Shared Objectives and Clear

16 October 2006: Announcement

Mid November 2006 Confirmatory data room

BPVN and BPI Board of Directors

BPVN and BPI EGMs to approve merger project

69.9 69.6 Expected aggregate market cap of €18.7bn

Perfect geographic fit with negligible overlap

% of Total Right-sizing and rebalancing of head office workforce through partial

Elimination of duplicate head office administrative functions and centralisation

BPI cost of funding still above peers, despite recent improvements

Improved penetration through cross-selling of initiatives

Upgrade effectiveness of BPI’s network through broader product range,

Supervisory Board AGMs in charge of approval of financial statements and

Creation of a popolare leader with a powerful local franchise in Northern

Domestic leadership ambitions and European scale: on path to be 3rd

Significant value creation from synergy potential and proven integration

Effective corporate governance and clear roles and responsibilities in