MINUTES OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING OF BANCA POPOLARE ITALIAN REPUBLIC

Transcription

1 Stamp duty exempt pursuant to article 19 of the table annexed to Presidential Decree no. 642 of 26 October 1972, as amended. File no Folder no MINUTES OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING OF BANCA POPOLARE ITALIAN REPUBLIC The year two thousand fifteen on the nineteenth day of December, at nine am and twelve minutes. In Volpago del Montello (TV), in the township of Venegazzù, in Via Jacopo Gasparini no. 71, in the structure prepared within the park of Villa Spineda Gasparini Loredan, by request. Before myself, Mr. Paolo Talice, a notary in Treviso, registered with the Treviso Board of Notaries, the following individual appeared personally before me, Mr. Pierluigi BOLLA, born in Verona on 24 October 1951, domiciled for his office as indicated here, who declares that he participates in this deed as the Chairman of the Board of Directors of the company: "VENETO BANCA SOCIETA' COOPERATIVA PER AZIONI", with its registered office in Montebelluna (TV), Piazza G.B. Dall'Armi no. 1, tax ID and registration number with the Treviso Companies Register: , number 88163, registered on the List of Credit Institutions at the Bank of Italy, A.B.I. processing code , parent company of the "VENETO BANCA" Banking Group, registered in the List of Banking Groups pursuant to article 64 of Italian Legislative Decree no. 385 of 1 September, under no , registered with the Registry of Cooperative Companies under no. A Section for cooperatives not subject to regulations for mainly mutual cooperatives. Said individual, of whose personal identity I, the Notary, am certain, notes to me, in his stated role, that on this day and time, in this location, the shareholders of the aforementioned company have met to establish an ordinary and extraordinary shareholders' meeting in the second call, to discuss and resolve on the items on the following AGENDA Extraordinary Part Item 1) Proposal to transform Veneto Banca società cooperativa per azioni to Veneto Banca società per azioni (from a public cooperative company to a joint stock company) and the proposal to adopt new Bylaws, connected with the transformation of Veneto Banca, including the amendments to the Bylaws necessary to implement the corporate governance standards applying to listed companies. Related and consequent resolutions. Delegation of powers. Item 2) Proposal to grant the Board of Directors, pursuant to article 2443 of the Civil Code, the right to increase share capital, for payment, in one or more tranches, also divisible, within 5 years of the date of the resolution, through the issuing of ordinary shares to be offered as an option to those entitled, with the ability to determine the price and the other conditions and characteristics of the offer. Consequent amendment to the article "Share Capital" in the Bylaws. Related and consequent resolutions. Delegation of powers. Ordinary Part Item 1) Request for ordinary shares of Veneto Banca to be traded on the Mercato Telematico Azionario, organised and managed by Borsa Italiana S.p.A. Related and consequent resolutions. Delegation of powers; Item 2) Appointment of three members of the Board of Directors, pursuant to article 32.2 of the Bylaws. Pursuant to article 25 of the current Bylaws, the Chairman of the Board of Directors presides over the meeting, Mr. Pierluigi BOLLA, who asks me, the Notary, to prepare the relative minutes. Then the Chairman establishes and declares to the Shareholders' Meeting: that as of the opening of the Shareholders' Meeting, no. 6,630 (six thousand six hundred thirty) shareholders are present, of which 3,688 (three thousand six hundred eighty eight) representing themselves and 2,942 (two thousand nine hundred forty two) by proxy, all of which seen in the list which he has given to me and is annexed to these minutes, under letter "A";

2 that, pursuant to article 21 of the Bylaws, the notice of call to the Shareholders' Meeting was published in the Official Journal of the Italian Republic, on the Insertions Page, no. 139 of 1 December In addition, it was published on the Bank's website and notices of call were sent to all shareholders with shares deposited with companies of the Group and in good standing with the depositing of shares. The notice of call was also published in the newspaper "il Giornale" on 10 December 2015, as well as being affixed in the areas open to the public in all the Bank's branches; that these shareholders' meeting are held in the second call, as the first call of the Shareholders' Meeting was inquorate, as foreseen in the same notice of call for Friday 18 December 2015, in this same location at eight am; that, pursuant to article 25 of the Bylaws, the Shareholders' Meeting must select scrutineers from among the shareholders. Pursuant to article 4, paragraph 11 of the Shareholders' Meeting Regulations, he therefore proposes the 115 shareholders found on the list that he has given to me as scrutineers, which is annexed to these minutes under letter "B". This list is then projected on screens visible to the Shareholders and is held to be approved if none of those present are opposed. There being no one opposed, the Chairman declares the appointment of the proposed scrutineers to be approved and continues, establishing that for the Board of Directors, in addition to himself and the Chairman, the following directors are also present: Cristina Rossello, Cristiano Carrus, Maurizio Benvenuto, Stefano Campoccia, Beniamino Quintieri, Luigi Rossi Luciani, Giuseppe Sbalchiero, Federico Tessari, Graziano Gianmichele Visentin, while the director Joyce Victoria Bigio has justified her absence; that for the Board of Statutory Auditors the Chairman, Marcello Condemi is present, as are the Regular Auditors Marco Ciabattoni and Martino Mazzocato. The Chairman reminds the shareholders' meeting that Legislative Decree no. 385 of 1 September 1993 requires that the shareholders of the Bank be identified. Specifically, article 24 establishes that it is not possible to exercise the voting rights inherent to the shares of a bank, held, directly or indirectly, in an amount exceeding 10% of the share capital, if this possession has not been previously authorised by the Bank of Italy pursuant to article 19 and if the notification obligations have not been fulfilled pursuant to article 20 of the cited Decree. To that end, the Chairman declares that, on the basis of all the information available and a study done of the registry of shareholders for the entire shareholding structure, no shareholder was found to hold, either directly or indirectly, through a subsidiary, trust, or nominees, equity investments exceeding 10% of the share capital, and therefore there are no situations requiring the suspension of voting rights, also pursuant to article 1 of Regulation no. 144 of 18 March Nonetheless, in relation to his own responsibilities to ascertain and supervise the regular establishment of the Shareholders' Meeting and the legitimacy of shareholders to participate in it, the Chairman asks all those participating to note any situations requiring the exclusion of voting rights pursuant to the cited article 24 of Legislative Decree 385/93, article 1 of Regulation 144/98 and article 2341 ter of the Civil Code. In addition, with reference to the second paragraph of article 20 of Italian Legislative Decree 385/93 and taking into account article 2341 ter of the Civil Code, in consideration of the fact that the Bank falls in the category of companies that make use of the risk capital market, he declares that he is not aware of any situations or agreements regarding the exercising of voting rights in concert. Following said invitation, none of the participating shareholders having announced a lack of legitimacy to vote or the existence of shareholder agreements, the Chairman therefore declares that no situations requiring the exclusion of voting rights exist, and that all those present are allowed to vote. Before moving on to the discussion, he reminds those present that the supervisory instructions, taken from article 9 of the Shareholders' Meeting Regulations for the Bank, require that the minutes of the Shareholders' Meeting must provide, for individual resolutions, the number of votes in favour, those against, those annulled and those abstaining, as well as the names of shareholders who voted against and those which abstained. He hence asks shareholders to be cooperative in regards to the same. He recalls that the statements of shareholders, only if they request it, will be summarised in the minutes

3 pursuant to article 2375 of the Civil Code. He informs, in accordance with the regulations, that there are non shareholder employees of the companies in the Group present at the meeting, called to assist in the execution of the work of the meeting, as well as accredited journalists from the main national newspapers. In relation to the proposed resolutions which will be submitted to the Shareholders' Meeting, the Chairman states that the documentation relative to the issues up for discussion today, and in particular the information reports prepared by the Board of Directors, have been filed pursuant to the law and the Shareholders' Meeting Regulations at the offices of the Bank, and have also been published on the website specifically: the report which illustrates the reasoning behind and the effects of the transformation to a joint stock company, including the project to amend the Bylaws, pursuant to item 1) on the agenda for the extraordinary shareholders' meeting; the Board of Directors' report regarding the liquidation value, pursuant to article 2437 ter, paragraph 5 of the Civil Code and on limiting the right to repayment of shares for shareholders exiting pursuant to article 28, paragraph 2 ter of Legislative Decree 385/93 (Consolidated Law on Banking), and all the additional reports relative to the remaining items on the agenda; finally, pursuant to article 5.3 of the Shareholders' Meeting Regulations, the documentation regarding the requirements of integrity and professionalism for the three candidates for the position of member of the Board of Directors have been made available. The Chairman then notes that, in order to respond to the request, made by CONSOB with its note, prot. no /15 of 11 December 2015, pursuant to articles 116, paragraph 1 and 114, paragraph 5 of Legislative Decree no. 58/98, to provide additional information and news to the public by 15 December 2015 in regards to the proposed resolutions that will be submitted to the Shareholders' Meeting on 19 December 2015, in regards to: a) the proposed transformation of Veneto Banca società cooperativa per azioni into Veneto Banca società per azioni as referred to in point 1) on the agenda for the extraordinary part; b) the proposal to grant the Board of Directors, pursuant to Art of the Italian Civil Code, the powers to increase the share capital of up to 1 billion as referred to in point 2) on the agenda of the extraordinary part; and c) the proposed request for admission to trading of the ordinary shares of Veneto Banca on the MTA (electronic stock market), organised and managed by Borsa Italiana s.p.a. as referred to in point 1) on the agenda of the ordinary part; the Board of Directors has also published on the Bank's website, accompanied by a press release issued on the same date: a) a specific document containing the requested information; b) the opinions of the Board of Statutory Auditors and of the Independent Auditors on the liquidation value of the shares for which the right of withdrawal has been exercised, under Art ter (2) of the Italian Civil Code; c) the reports estimating the liquidation value for the shares provided to the Board of Directors, on 17 November 2015, by the experts KPMG Advisory S.p.A. and Partners S.p.A., appointed by the Board of Directors to assist the bank in determining the liquidation value; d) the interim report as at 30 September 2015 of the Veneto Banca Group, approved by the Board of Directors on 12 November 2015, including the report of the independent auditors. PROCLAIMS therefore, the present Shareholders' Meeting, pursuant to article 26 of the current Bylaws, was validly constituted in the second call, for both the ordinary and extraordinary parts, and was able to resolve on all of the items on the cited agenda. At this point, the Chairman states the following: "Before dealing with the numerous issues on the agenda, I want to call the attention of all the shareholders to the historic importance, extreme, I should say, that the present Shareholders' Meeting holds in terms of the life our institute. As reported also in the extensive pre meeting documentation at your disposal, the

4 results of the votes on transformation, to the share capital increase and listing will in large part determine the future itself for Veneto Banca. In this sense, the extremely high number of people present today testifies to the sense that the extraordinary significance of this Shareholders' Meeting has not escaped you shareholders. And it is precisely to ensure the orderly execution of the work and allow for the widest possible participation by those who, with a sense of responsibility, have come today to the meeting to cast their vote, that I ask all those present, and above all those who intend to participate in the discussion, to keep their comments not only within the limits of a civil indication of their thoughts, but above all within the limits dictated by the agenda. Given the massive number of people present, demonstrating the desire of many shareholders to express their votes on issues of fundamental interest for the Bank, I reserve the right to exercise my prerogatives, in respect for the Shareholders' Meeting Regulations, so as to ensure, as much as possible, that anyone who asks may speak, but still with the objective of avoiding an excessively long debate that may extend the duration of the Shareholders' Meeting an undue amount, thereby inducing many shareholders to leave the meeting before the vote. Considering the high number of shareholders present and those that have already indicated their desire to speak with it being foreseeable that others will be added, with respect for the rights of the shareholders, I would like this meeting to nonetheless be carried out in a way that ensures that all have the possibility to express their vote on the issues (transformation, share capital increase and listing on the stock market) that constitute the heart of our encounter here. Therefore, delaying or obstructionist tactics will not be tolerated, nor will comments not pertaining to the agenda or that are merely repetitive. In addition, I ask, specifically with the thought of those who wish solely to express their votes, that comments be as short as possible in terms of duration. To more efficiently carry out the work, as the discussion of items 1) and 2) of the extraordinary part and 1) of the ordinary part being connected to each other, for the reasons illustrated in the reports, in exercising a right granted to me in article 5, paragraph 1 of the Shareholders' Meeting Regulations, based on which the Chairman may arrange for all or some of the items placed on the agenda to be discussed together, the illustration and consequent discussion of these will be grouped together. Therefore, the comments on all three of these cited points must also be grouped together and completed within the time of three minutes. In addition, I note as of now, with the aim of better functioning of the meeting, that I reserve the right, in the light of the number of requests to speak presented for the individual issues, to put the individual item on the agenda up for vote when the discussion has been exhausted. In addition, again with the aim of ensuring that the work is carried out in a regular manner, I communicate that a request to speak may be presented to the assigned workers at the marked desks located to the sides of this structure and of the underground hall within and no later than the first 30 (thirty) minutes after the start of the discussion of the agenda. After this time it will no longer be possible to sign up to speak. At the time of the request, those interested must provide their identifying details and specifically declare the issue on which they wish to speak. It will then be my responsibility to invite them to the two positions that have been prepared to the sides of the stage, and give them the floor. To that end, I ask those shareholders who intend to make a request to speak to take their place in line near the speakers' desk to reduce waiting time between one comment and the next. Finally, as the reports of the Board of Directors to the shareholders and all of the remaining documentation pertaining to the items on the agenda for the Shareholders' Meeting, both in the extraordinary and the ordinary part having already been made available to shareholders under the terms of the law and the Bylaws, through publication on the Bank's website at I will omit the full reading of the same, and of the text of the Bylaws being proposed, limiting myself to referring to the essential parts when necessary to read the full proposal up for voting. I advise everyone now that there are clearly visible lighted signs that will let everyone see how much time they have available for their comments, and that these comments must end when the sign turns red. I recall that on 15 December 2015 a press release was issued, also published on the Bank's website on the same date, and on 16 December 2015 published in the newspaper Italia Oggi, in which the Shareholders

5 were informed of the possibility of proposing candidates for the role of members of the Board of Directors pursuant to article 32.2 of the Bylaws, up until the start of the Shareholders' Meeting, by filing them at headquarters in via Feltrina Sud 250, in Montebelluna, before 5:00 pm on 17 December 2015 (addressing the communication to the Chairman's Office) or by presenting said proposals at the Chairman's desk by the start of the work of today's meeting. In order to allow for evaluation of the profiles of candidates pursuant to the law and the Bylaws, the professional curriculum vitae for each candidate had to be filed together with the proposal. Said curriculum vitae must include a list of the roles held at other companies, and the declaration with which the candidate in question accepts his/her candidacy and attests to, under his/her responsibility, the non existence of any motives for ineligibility or incompatibility, as well as to the possession of the requirements necessary, pursuant to the laws in effect and the Bylaws, to fill the role of member of the Board of Directors, including, if appropriate to the case, those of independence pursuant to the laws and the Bylaws. I inform you that no shareholder candidacies were received within the stated deadlines. I invite any shareholders who intend to present candidacies and have not yet done so within the terms indicated, to file all the necessary documentation at the marked desks on the side of this structure, in the underground hall and the other tent before the work starts, that is within the next 15 (fifteen) minutes. This documentation must be immediately sent to the Chairman's desk. I will personally inform the Shareholders' Meeting of any candidacies that may be presented. The Chairman then begins the combined discussion of items 1) and 2) of the extraordinary part and 1) of the ordinary part, making the following comments: "EXTRAORDINARY PART OF THE SHAREHOLDERS' MEETING Item 1) Proposal to transform Veneto Banca società cooperativa per azioni to Veneto Banca società per azioni (from a public cooperative company to a joint stock company) and the proposal to adopt new Bylaws, connected with the transformation of Veneto Banca, including the amendments to the Bylaws necessary to implement the corporate governance standards applying to listed companies. Related and consequent resolutions. Delegation of powers. I again note that: the Board of Directors' report to shareholders that illustrates the reasoning behind and effects of the transformation into a joint stock company, including the project to amend the Bylaws, pursuant to item 1) on the Agenda for the Extraordinary Shareholders' Meeting was made available to shareholders at the company's offices, and on the website in the 30 days prior to this meeting, in compliance with article 2500 sexies, paragraph 2, Civil Code; the Board of Directors' report regarding the liquidation value, pursuant to article 2437 ter, paragraph 5 of the Civil Code and on limiting the right to repayment of shares for shareholders exiting pursuant to article 28, paragraph 2 ter of Legislative Decree 385/93 (Consolidated Law on Banking) was made available to shareholders at the company's offices and on the website in the 15 days prior to this meeting; all the additional reports requested by Consob on 11 December 2015 were made available to shareholders at the company's offices and on the website on 15 December To that end, I recall only the essential parts of the Board of Directors' Report. Dear Shareholders, As already mentioned and discussed in the Meeting held last 18 April 2015, in these past months, our Bank has had to evaluate and undertake the necessary steps for transforming the company from a public cooperative company into a joint stock company. Indeed, Article 1 of Law Decree dated 24 January 2015, coordinated with conversion law No. 33 of 24 March 2015, published in the Official Journal (No. 70) on 25 March 2015, does not allow banking intermediaries to continue as cooperative banks if their assets exceed the threshold of 8 billion, such as Veneto Banca. As is known, the main objective pursued by the recent reform is the raising of the controls on the sound and prudential management of the banks and the strengthening of capital in order to better protect the position

6 of customers and, in particular, of account holders, whose interests are thought to be deserving of greater protection than holders of risk capital. In order to adapt the current Bylaws of the Bank to the form required for a joint stock company, a new set of Bylaws has been drawn up that is submitted for your approval. I note that with a provision of 9 December 2015, protocol no /15, the Bank of Italy, considering the results of the investigation carried out and the absence of objections from the European Central Bank, pursuant to article 56 of Legislative Decree 385/93, ascertained that the amendments to the Bylaws proposed were compliant with the regulations in effect and are not in contrast with sound and prudential management. I note below the most important changes: Corporate purpose: the corporate purpose has been adapted to reflect the profit making purpose, in line with all the other credit providers organised as joint stock companies, thus eliminating the characteristics of mutuality and cooperation set forth in the corporate purpose of the current Bylaws. Share capital: the references to variable share capital, to unlimited issues of shares and the nominal value of shares, and also to the prohibition of joint holding of shares have all been deleted. Right to vote: one of the major innovations is the abandonment of the one vote system (the socalled one person one vote method), as this is incompatible with the joint stock company model. Therefore, while up to the present day in line with the cooperative system designed to bring out the subjective importance of the individual each shareholder has one vote regardless of the percentage of share capital held, with the transformation into a joint stock company the weight of the each shareholder's right to vote shall be proportional to the number of shares held by the same. To mark this important step, an ad hoc article has been added to the Bylaws which expressly specifies that each share is entitled to one vote. Shareholders: the article with this title has been completely suppressed, because with the new corporate model the status of shareholder derives solely from the ownership of shares without any elements of subjectivity of the individual owner having any effect. Consequently, all the provisions concerning the formalities for admission as a shareholder, the approval for admission, the reasons for inadmissibility, as well as the grounds for exclusion and the death of a shareholder have been eliminated. Shares: the limit on share ownership, the obligation for the cancellation of shares in the event of repayment and the limit on the purchase of treasury shares have been eliminated. Shareholders' Meetings: the quorums for passing resolutions and the constitution of meetings specified in the existing bylaws have been replaced by a reference to those under the law, in particular those set out in Articles 2368 and 2369 of the Italian Civil Code. This eliminates the classification of shareholders as a subjective requirement for participation in the Shareholders' Meeting, as well as the establishment of a limit on the number of proxies that can be granted which, with the new Bylaws, can also be provided electronically. Board of Statutory Arbitrators: this corporate body has been eliminated in that it is associated with cooperative companies, having the task of requesting that the Board of Directors review disputes that may arise between a shareholder and the company and, in particular, denying admission to a shareholder, which is incompatible with the new corporate structure. Board of Directors and Board of Statutory Auditors: complying voluntarily with the regulations in effect for listed companies, also with an eye to future listing, the provisions relative to the appointment and structure of the Board of Directors and Board of Statutory Auditors have been reviewed. In particular, the limit of 2.5% has been inserted with reference to the right to present lists for the appointment of said corporate bodies, as well as a reference to respecting the current regulations for listed companies in regards to the less represented gender. Specifically for the Board of Directors, the renewal mechanism for three year cycles has been removed that was previously found in article 30.5, and a transitional statutory provision has been inserted with the goal of ending the terms of all current directors upon approval of the annual financial statements at 31 December More generally, we note that, beyond the aforementioned changes, no

7 amendment has been planned in relation to the Bank's current governance model, which is already in line with the indications expressed by the Supervisory Authority and, therefore, appropriate to guarantee solid corporate governance. I limit myself to recalling the essential parts of the BOARD OF DIRECTORS' REPORT ON THE LIQUIDATION VALUE OF SHARES FOR EXERCISING THE RIGHT TO WITHDRAWAL AS WELL AS ON THE LIMITATION OF THE RIGHT TO REPAYMENT OF SHARES FOR EXITING SHAREHOLDERS Dear Shareholders, The transformation of the Bank into a joint stock company will give rise to the right for shareholders not agreeing with the relative Shareholders' Meeting resolution to withdraw, pursuant to articles 2437 and subsequent of the Civil Code. The absolutely exceptional situation in which the Bank's Board of Directors was asked to make its determinations, presented important legislative and regulatory changes which have occurred in recent years with the intention of guaranteeing stronger capital for banks and guaranteeing sound and prudential management of the same, supporting a banking system able to absorb shocks deriving from financial and economic tensions, independent of their origin, thereby reducing the risk of contagion between the financial sector and the real economy ("systemic risk"). I recall that the Board of Directors, having heard the opinion of the Board of Statutory Auditors and of the independent auditors PricewaterhouseCoopers S.p.A., acknowledging the measurement reports from the experts, has identified as the liquidation unit value of ordinary Veneto Banca shares, for the purposes of withdrawal available to shareholders of the Bank who do not agree with the shareholders' meeting resolution to transform the Bank into a joint stock company, the amount of 7.30 (seven and 30 cents). The Board of Directors, pursuant to article 28, paragraph 2 ter, of the Consolidated Law on Banking, the reference Bank of Italy provision of 9 June 2015 and articles 6.4, 6.5 and 6.6 of the Bylaws, acknowledging the indications provided by the Bank of Italy, in the light of the Bank's prudential situation, having heard from the Board of Statutory Auditors, has resolved a full limitation without limits on time for repayment with the Bank's own funds of the shares of shareholders who exercise the right to withdrawal following the transformation of Veneto Banca into a joint stock company. Pursuant to the referenced legal provisions, regulations, and that foreseen in the Bylaws, the repayment of Shareholders shares withdrawn from a cooperative bank in the case of a transformation of the company into a joint stock company is subject to and subordinated to the bank s ability to respect the prudential requirements applicable, following the repayment, that is, to obtain authorisation from the relevant Authorities for the reduction of own funds, according to provisions in Article 77 of Regulation EU no. 575/2013 (CRR) and Delegated Regulation EU no. 241/2014 (). In the light of the Bank's overall prudential situation and the imbalance with regards to Tier 1 requirements and own funds as foreseen in the reference regulations and, in addition, that requested by the ECB in November 2015, as highlighted analytically above, the Bank is not able, under these circumstances, to reduce its own funds. The conditions do not exist by which the Bank could obtain authorisation from the ECB, as foreseen in article 77 of the CRR and regulation 241/2014 (article 27 and subsequent), to proceed with repayment with own funds, even partial, of the shares of shareholders who exercise the right to withdrawal following the transformation into a joint stock company. As anticipated, the Board of Directors, having evaluated the Bank's prudential situation, acknowledging the indications provided by the Bank of Italy, having heard from the Board of Statutory Auditors, has decided to exercise its rights under the Bylaws and the law, in the sense of limiting, entirely and without limits on time, the right to repayment with the Bank's own funds for shares of shareholders who exercise the right to withdrawal following the adoption of the resolution to transform the Bank into a joint stock company.

8 The shares of shareholders who exercise the right to withdrawal which are not placed with other shareholders or third parties pursuant to article 2437 quater c.c., will not be repaid with the Bank's own funds and, consequently, will be freed of the constraint of unavailability pursuant to article 2437 bis, paragraph 2 of the Civil Code and the relative holders will again have free use of them. The listing of the Bank's shares as better described in the report prepared by the Board of Directors for the Shareholders' Meeting will allow shareholders to trade the equity security directly on the market and monetise their investment if and when held appropriate. PROPOSED RESOLUTION ITEM 1) ON THE AGENDA FOR THE EXTRAORDINARY SHAREHOLDERS' MEETING Dear Shareholders, in regards to that stated above, we submit for approval by the Extraordinary Shareholders' Meeting the following resolutions and the granting of the powers necessary for their execution: "The Extraordinary Shareholders' Meeting of Veneto Banca: having heard the Board of Directors' report on the proposal to transform Veneto Banca s.c.p.a. into a joint stock company; acknowledging the Board of Directors' report on the liquidation value of shares for exercising the right to withdrawal for shareholders who do not agree with the decision to transform the Bank into a joint stock company, prepared pursuant to and in accordance with articles 2437, paragraph 1, letter b) and 2437 ter, paragraph 5 of the Civil Code, as well as on the limitation of the right to repayment for shares of exiting shareholders, pursuant to article 28, paragraph 2 ter of Legislative Decree 385 of 1 September 1993 and the Bank of Italy Provisions (Supervisory Rules for Banks, Circular 285/2013, Third Part, Chapter 4, Section III: Limits on the repayment of equity instruments) RESOLVES 1) to approve the transformation of Veneto Banca società cooperativa per azioni (share based cooperative company) into a joint stock company; 2) to approve the fully revised Bylaws in order to adjust the current Bylaws of the Bank to the corporate form of a joint stock company, the new company name "Veneto Banca società per azioni" (article 1.1.), the duration, set until 31 December 2050, without prejudice to extensions, the registered offices and headquarters, in Montebelluna (TV) (article 2.2), the company purpose, consisting in the depositing of savings and the use of credit in its various forms, directly and also through subsidiaries (article 3), the share capital, divided into actions without nominal value (article 4.1), the articles which govern the administrative system adopted and the corporate representation, contained in titles III and IV (articles from 8 to 35), and the provisions on the division of profits (article 37), the transitional norms which determine the expiration of the terms of all the directors, aligned with the date of approval for the financial statements for the financial year ending at 31 December 2015 (article 39.1), the regulations regarding gender balance which will apply only with reference to the new Board of Statutory Auditors (article 40.1) and the right for the Board of Directors to exclude or limit the right to repayment for the shares of shareholders who have exercised the right to withdrawal as a consequence of the transformation of the company into a joint stock company, based on that foreseen in article 28, paragraph 2 ter of Legislative Decree 385/93 and the implementation regulations of the Bank of Italy (article 41.1). 3) to approve the text of the Bylaws consequently amended, consisting of 41 articles (the text of the Bylaws is annexed by me, the Notary, to these minutes under letter "C" so that it forms an integral and substantial part, already coordinated with the remaining resolutions, indicated below). 4) to grant the Chairman of the Board of Directors or, in the case of absence or impediment, to the individual replacing them pursuant to the Bylaws, the widest faculty to make public and execute, pursuant to the law, the previous resolution, and to make to the resolutions of the Shareholders' Meeting those amendments, eliminations and/or additions requested by the Supervisory Authority or that may eventually be necessary for the purposes of approval, transcription, publication and all other formalities required under

9 the law, with any and all powers necessary and appropriate for that purpose, none being excluded or excepted, all with guaranteed ratification and validation." EXTRAORDINARY PART Item 2) Proposal to grant the Board of Directors, pursuant to article 2443 of the Civil Code, the right to increase share capital, for payment, in one or more tranches, also divisible, within 5 years of the date of the resolution, through the issuing of ordinary shares to be offered as an option to those entitled, with the ability to determine the price and the other conditions and characteristics of the offer. Consequent amendment to the article "Share Capital" in the Bylaws. Related and consequent resolutions. Delegation of powers. I again note that the Board of Directors' report on the item in question was made available to shareholders at the company's offices and on the website in the 15 days prior to this meeting. I briefly recall the features of this proposed mandate, referring to the essential parts of the report for shareholders. Dear Shareholders, the Board of Directors has called you for an extraordinary Shareholders' Meeting to resolve, inter alia, on the proposal to grant the directors, pursuant to article 2443 of the Civil Code, a mandate to resolve, a share capital increase, in one or more tranches, within a maximum period of five years, divisible, for a maximum total amount of 1,000,000,000.00, including any premium, for payment in money, through the issuing of a number of shares without a nominal value, corresponding to the final subscription price, to be offered in option to shareholders, with the right to determine the terms and conditions of the increase. The Mandate, pursuant to that provided in article 2443 of the Civil Code, will be valid for a maximum period of five years, with a final term that will be proposed on 19 December 2020, and with the right of the Board of Directors to make use of it once or several times. At 30 September 2015, the Bank's CET 1 ratio is much lower than that requested by the ECB. The proposal to grant the Mandate, which is foreseen to be implemented within the first half of 2016, is aimed at allowing the Bank to deal with the need to increase its capital and to recapitalise the same, based on the above cited imbalance with respect to Tier 1 capital and own funds, imposed by the regulations in effect and the ECB. The share capital increase will be offered in option to the Bank's shareholders, pursuant to article 2441 of the Civil Code, for the entire maximum amount foreseen. Those that fully exercise their option rights will also have the right to pre emption on unopted shares. Banca Imi S.p.A. has pre guaranteed the subscription of the share capital increase for any portion that may remain unsubscribed by shareholders, under conditions and terms usual for this type of transaction, including admission of the Bank's shares for listing on the Mercato Telematico Azionario. Based on the Mandate, the Board of Directors will have the right to establish the methods, terms and conditions of the share capital increase, including, by way of example and not exhaustive, the power to determine the number and issue price of the shares to be issued, as well as the option ratio. With reference to determining the issue price, if the involvement of a guarantee consortium is foreseen, the directors will have the right to set the price through a delegated resolution in terms of only the minimum and maximum amounts, envisaging that the definitive price, which will be the same for all subscribers, will be determined by the results of the placement. In this case, the share capital increase resolution must foresee that the number of shares assigned to each subscriber will be determined by the definitive price. I note that with a provision of 9 December 2015, protocol no /15, the Bank of Italy, considering the results of the investigation carried out and the absence of objections from the European Central Bank, pursuant to article 56 of Legislative Decree 385/93, ascertained that the amendments to the Bylaws proposed were compliant with the regulations in effect and are not in contrast with sound and prudential management. PROPOSED RESOLUTION ITEM 2) ON THE AGENDA FOR

10 THE EXTRAORDINARY SHAREHOLDERS' MEETING Dear Shareholders, in regards to that stated above, we submit for approval by the Extraordinary Shareholders' Meeting the following resolutions and the granting of the powers necessary for their execution: "The Extraordinary Shareholders' Meeting of Veneto Banca: having heard the Board of Directors' report; RESOLVES 1) to grant the Directors, pursuant to article 2443 of the Civil Code, the right to resolve, in one or more tranches, by 19 December 2020, a share capital increase, divisible, for a maximum amount of 1,000,000, (one billion), including any premium, for payment, through the issuing of a number of shares without any nominal value, corresponding to the final subscription price, with the right to determine the terms and conditions of the increase and, if necessary, obtain a guarantee for full subscription from a consortium of banks. With reference to determining the price, if the involvement of a guarantee consortium is foreseen, the directors will have the right to set it through a delegated resolution in terms of only the minimum and maximum amounts, envisaging that the definitive price, which will be the same for all subscribers, will be determined by the results of the placement. In this case, the share capital increase resolution must foresee that the number of shares assigned to each subscriber will be determined by the definitive price. The shareholders must be granted option rights, which can be freely alienated, and the right to pre emption on any unopted shares, both in the case in which the increase is resolved at a set price and in the case in which it is resolved under a determinable price. 2) to grant the Board of Directors, and for this to the Chairman or who replaces them pursuant to the Bylaws, the power to change the Bylaws based on the resolutions made in force of this present mandate and the result of the subscription of the mandated share capital increase; 3) to consequently approve the amendment to the Bylaws, with the introduction of the following paragraph 4.6 "4.6 The extraordinary shareholders' meeting of 19 December 2015 gave the Board of Directors, pursuant to article 2443 of the Italian Civil Code, the right to increase the share capital, for payment in money, in one or more tranches, also divisible, within 5 years of the date of the resolution, for a maximum total amount of Euro 1,000,000,000.00, including any eventual premium, through issue of ordinary shares to be offered in option to those entitled, with the right to determine the price and the other conditions and characteristics of the offer." and the consequent amendment of the Bylaws approved today. 4) to approve the text of the Bylaws consequently amended with the introduction of paragraph 4.6 to article 4 (text of the Bylaws which, in the version coordinated with the remaining resolutions reported in these minutes has been annexed above by myself, the Notary, under the letter "C" so that it forms an integral and substantial part of the same); 5) to grant the Chairman of the Board of Directors or, in the case of absence or impediment, to the individual replacing them pursuant to the Bylaws, the widest faculty to make public and execute, pursuant to the law, the previous resolution, and to make to the resolutions of the Shareholders' Meeting those amendments, eliminations and/or additions requested by the Supervisory Authority or that may eventually be necessary for the purposes of approval, transcription, publication and all other formalities required under the law, with any and all powers necessary and appropriate for that purpose, none being excluded or excepted, all with guaranteed ratification and validation." ORDINARY PART Item 1 ) Request for ordinary shares of Veneto Banca to be traded on the Mercato Telematico Azionario, organised and managed by Borsa Italiana S.p.A. Related and consequent resolutions. Delegation of powers. I highlight the most significant parts of the report to the shareholders. Dear Shareholders, The Board of Directors has called you for an Ordinary Shareholders' Meeting, inter alia, to resolve on a request for admission for listing the shares of Veneto Banca S.c.p.a. on the Mercato Telematico Azionario, organised and managed by Borsa Italiana S.p.A.

11 The present Listing proposal is part of a larger project of initiatives undertaken by Veneto Bank after article 1 of Decree Law of 24 January 2015 took effect, coordinated with conversion law no. 33 of 24 March 2015, published on 25 march 2015 in the Official Journal, no. 70 ("Cooperative Bank Reform"), which obligates cooperative banks with assets exceeding the threshold of 8 billion to transform into joint stock companies. In particular, together with the transformation, as already communicated to the market, the project undertaken by the Bank foresees a share capital increase in option to shareholders for a maximum total amount of 1,000,000, and the subsequent listing of the Bank's shares on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A., which is the subject of this report (also see the reports on items 1 and 2 of the agenda for the Extraordinary Part). This is a unified project that will be completed with Listing on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A. Listing is, among other things, a necessary condition for Banca Imi S.p.A.'s commitment to guarantee the subscription of the share capital increase for any portion that remains unsubscribed by shareholders. The listing of the Bank's shares will allow shareholders to trade the equity security directly on the market and monetise their investment if and when held appropriate. PROPOSED RESOLUTION ITEM 1) ON THE AGENDA FOR THE ORDINARY SHAREHOLDERS' MEETING Dear Shareholders, in regards to that stated above, we submit for approval by the Ordinary Shareholders' Meeting the following resolutions and the granting of the powers necessary for their execution: "The Ordinary Shareholders' Meeting of Veneto Banca: having heard the Board of Directors' report; RESOLVES 1) to approve the project for listing ordinary shares of Veneto Banca to be traded on the Mercato Telematico Azionario, organised and managed by Borsa Italiana S.p.A.; 2) to grant the Board of Directors, and for this to the Chairman and who replaces them pursuant to the Bylaws, all the powers and rights to carry out all appropriate and necessary actions to obtain admission and listing of the Bank's shares on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A. and to receive authorisation to publish the prospectus from Consob, none being excluded or excepted, including those of preparing and signing deeds and declarations, carrying out all operations and formalities inherent, consequent or connected, necessary or opportune, including the power to subdelegate all or part of said powers to employees or also to third parties, also severally, without any opposition being made in regards to a lack of or indeterminate decision making and representational powers, this present resolution serving as a sufficient probative document for the existence of the same". After completing the speech, the Chairman continues, giving the Shareholders' Meeting his personal thoughts on the proposed actions and the reasons that he recommends adoption. He then gives the floor to Chief Executive Officer Cristiano Carrus, who in turn, with the use of slides projected onto screens visible to all shareholders informs the Shareholders' Meeting of the Bank's current situation and the plan to relaunch the same, as proposed by the Board of Directors, a plan that presupposes the adoption of the resolutions on the agenda as its initial phase. After the Chief Executive Officer is finished, the Chairman again takes the floor, and declares the combined discussion on items 1) and 2) of the extraordinary part and item 1) of the ordinary part to be open, recalling that the request to speak may be presented to the workers at the marked desks at the sides of the present structure, in the underground hall and in the additional tent, indicating the item on the agenda which they wish to discuss. The Shareholders who had requested then take the floor, as in the list annexed to these minutes under letter "D". No shareholder requests, pursuant to article 2375 of the Civil Code, that their declarations on the agenda be summarised in these minutes, with the exception of the shareholder Franco BISA, who asks that it be

12 shown in these minutes that he asks that he be provided the shareholders' register with changes from the last three years, in order to ascertain an irregularities in the sales of shares. During the comments, and specifically at the end of that made by shareholder Maria Teresa RODA, the Chairman, having noted that numerous shareholders were crowding near the stations to express their votes in relation to the corporate officers, interrupted the discussion to begin that on the appointment of the directors. He then reminds the shareholders that today's Shareholders' Meeting was called, among other things, to resolve in regards to the appointment of three directors, following the resignations received from the Chairman of the Board of Directors Francesco Favotto, the Director Matteo Zoppas and Deputy Chairman Alessandro Vardanega, respectively effective as of 29 October 2015, 13 October 2015 and 17 November Following said resignations, the Board of Directors appointed the following by co optation, pursuant to article 2386 of the Civil Code and article 32 of the Bylaws: Cristiano Carrus on 13 October 2015, also appointed as the Chief Executive Officer of the Bank at that time, replacing the director Matteo Zoppas, Joyce Victoria Bigio as an independent director, on 30 October 2015, replacing director Francesco Favotto, and Beniamino Quintieri, an independent director, on 2 December 2015, replacing the director Alessandro Vardanega. The Board of Directors proposes that the aforementioned individuals be confirmed as members of the Company's Board of Directors, aligning the duration of their terms with the duration of the terms of the other directors currently in office and, therefore, taking into account that foreseen in the new Bylaws proposed today, until the date of the Shareholders' Meeting called to approve the annual financial statements for the financial year ending at 31 December Finally, he specifies that an additional candidacy for the shareholder Loris MAZZORATO has been received, reading his curriculum vitae to those present. He then asks shareholder Matteo CAVALCANTE, the only one having asked to speak on item 2) of the ordinary part of the agenda, to make his comments. As this shareholder does not present himself at the desk for comments, the Chairman declares the discussion on the appointment of directors closed and declares the voting stations open, after making brief reminders about the voting process. He then returns to the discussion on the remaining items on the agenda which had previously been interrupted, giving the floor to the shareholder Giovanni DAL BELLO and to those subsequently found on the list, as annexed to these minutes under letter "D". The shareholders' comments having been completed, the Chairman and the Chief Executive Officer take the floor, responding to the questions posed by shareholders. This stage also having been completed, the Chairman gives the floor to the shareholders Renato SCHIAVO and Matteo CAVALCANTE, who had been regularly included on the list of shareholders who had asked to speak but were not able to make their comments during the previous discussion. These shareholders having completed their comments, who pursuant to article 2375 Civil Code did not ask that their declarations pertaining to the agenda be summarised in these minutes, the Chairman declared the combined discussion on items 1) and 2) of the extraordinary part and item 1) of the ordinary part of the Shareholders' Meeting to be ended, and proceeded to separate voting on the individual items. VOTE ON ITEM 1) ON THE AGENDA FOR THE EXTRAORDINARY PART The Chairman notes that at present, at 3:12 pm (three twelve pm), the following are present: 5,482 (five thousand four hundred eighty two) shareholders, representing themselves; 5,948 (five thousand nine hundred forty eight) shareholders represented by proxy; in total, 11,430 (eleven thousand four hundred thirty) shareholders. He recalls, as expressly indicated in the notice of call for today's shareholders' meeting, that with reference to the quorums for passing resolutions and the constitution of the meet foreseen to adopt the shareholders' meeting resolutions on transformation and to adopt the new text of the Bylaws pursuant to Item 1) on the agenda for the extraordinary part, the new dictates of article 31, paragraph 1, of Legislative