BANCA POPOLARE DI VICENZA GROUP BALANCE SHEET in thousand of Euro (1 Euro = 1, Lire)

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1 BANCA POPOLARE DI VICENZA GROUP BALANCE SHEET in thousand of Euro (1 Euro = 1, Lire) Assets Cash and deposits with central banks and post offices 100,140 53, Treasury bills and similar bills eligible for refinancing with central banks 181, , Due from banks: 861, ,934 a) repayable on demand 264, ,772 b) other deposits 596, , Loans to customers 6,699,282 5,313,083 including: loans using public funds 925 1, Bonds and other debt securities: 1,322,748 1,184,373 a) public entities 647, ,413 b) banks 341, ,506 including: own bonds ,944 c) financial institutions 115, d) other issuers 218, , Shares, quotas and other forms of capital 67, , Equity investments 370, ,908 a) carried at equity 37,997 23,921 b) other 332, , Investments in Group companies 12,781 21,424 a) carried at equity 12,781 8,306 b) other 13, Goodwill arising on consolidation 72, Goodwill arising on application of the equity method 11,275 4, Intangible fixed assets 321, ,368 including: start-up costs goodwill 294, , Tangible fixed assets 151, , Treasury stock 8 (nominal value) 150. Other assets 463, , Accrued income and prepaid expenses 72,007 55,861 a) accrued income 67,870 51,778 b) prepaid expenses 4,137 4,083 Total assets 10,707,997 8,897,834 GUARANTEES AND COMMITMENTS Guarantees given 573, ,265 including: acceptances 22,210 25,818 other guarantees 551, , Commitments 505, ,

2 Labilities and stockholders equity Due to banks: 1,625,731 1,735,822 a) repayable on demand 107, ,178 b) time deposits or with notice period 1,518,071 1,528, Due to customers: 4,914,865 3,488,265 a) repayable on demand 3,976,141 2,825,012 b) time deposits or with notice period 938, , Securities issued: 1,732,427 1,442,719 a) bonds 1,322,635 1,092,668 b) certificates of deposit 395, ,946 c) other securities 13,993 18, Public funds administered 925 1, Other liabilities 435, , Accrued expenses and deferred income: 46,216 47,821 a) accrued expenses 28,297 27,867 b) deferred income 17,919 19, Provisions for termination indemnities 61,926 47, Provisions for risks and charges: 156, ,760 a) pensions and similar commitments b) taxation 123, ,179 d) other 32,871 25, Reserves for possible loan losses 8,833 3, Reserve for general banking risks 83,345 4, Subordinated liabilities 162,976 66, Minority interests 2,780 4, Capital stock 154, , Additional paid-in capital 1,068,364 1,089, Reserves: 146, ,908 a) legal reserve 62,522 55,217 b) reserve for treasury stock 8 c) statutory reserves 84,018 63, Revaluation reserves 46,298 46, Net income for the year 60,704 76,663 Total liabilities and stockholders equity 10,707,997 8,897,834 Chairman Managing Director Chief Accountant Board of Statutory Auditors Giovanni Zonin Divo Gronchi Franco Tonato Giacomo Cavalieri Luigi de Anna Giuseppe Rebecca Roberto Valentino Giovanni Zamberlan 129

3 BANCA POPOLARE DI VICENZA GROUP STATEMENT OF INCOME in thousand of Euro (1 Euro = 1, Lire) Interest income and similar revenues 511, ,456 including from: loans to customers 410, ,206 debt securities 71,496 39, Interest expense and similar charges -227, ,904 including on: due to customers -83,850-60,151 securities issued -55,725-41, Dividends and other revenues 21,710 20,771 a) from shares, quotas and other forms of capital 6, b) from equity investments 15,342 20,077 c) from investments in Group companies 40. Commission income 150, , Commission expense -17,123-8, Profits (losses) on financial transactions 11, Other operating income 61,466 53, Administrative costs -344, ,236 a) payroll -195, ,694 including: wages and salaries -130,079-99,523 social security charges -35,756-27,700 termination indemnities -12,206-10,765 pensions and similar commitments -4,323-5,140 b) other -149, , Adjustments to intangible and tangible fixed assets -95,935-53, Provisions for risks and charges -14,321-7, Other operating expenses -7,347-4, Adjustments to loans and provisions for guarantees and commitments -72,429-37, Writeback of adjustments to loans and provisions for guarantees and commitments 8,480 6, Provisions for loan losses -1,693-1, Adjustments to financial fixed assets -5, Income from investments carried at equity 1,275 2, Income (loss) from operating activities -20,544 46, Extraordinary income 249,527 16, Extraordinary charges -2,573-5, Extraordinary income (charges), net 246,954 11, Change in reserve for general banking risks -78,381 7, Income taxes -87,278 13, Net income (loss) attributable to minority interests -47-1, Net income (loss) for the year 60,704 76,

4 STATEMENT OF CHANGES IN CONSOLIDATED FINANCIAL POSITION Application of funds: a) Writebacks and application of funds generated from operations: 345,291 - Termination indemnities 16,303 - Other changes to the provision for termination indemnities 5,904 - Pensions funds Other reserves 24,271 - Taxation 201,152 - Reserve for possible loan losses 2,604 - Allocation of prior-year earnings 92,545 - Use of reserves 2,377 b) Increase in funds invested: 13,389,724 - Cash and deposits 90,838 - Due from banks 604,825 - Loans to customers 2,815,179 - Equity investments purchased 71,277 - Securities purchased 9,067,157 - Other increases in securities 356,334 - Tangible fixed assets purchased 39,007 - Other increases in tangible fixed assets Intangible fixed assets purchased 284,980 - Other increases in intangible fixed assets 28,603 - Accrued income and prepaid expenses 31,263 c) Decrease in deposits: 239,566 - Public funds administered Other liabilities 22,993 - Due to banks 213,165 - Accrued expenses and deferred income 3,108 Total application of funds 13,974,581 Sources of funds: a) Adjustments and sources of funds generated from operations: 458,178 - Net income for the year 117,539 - Writebacks and other changes to loans -16,419 - Other increases in the reserve for possible loan losses Writebacks and other changes in securities -2,458 - Writebacks and other changes in equity investments -11,000 - Net gains on the disposal of equity investments -471,830 - Income from investments carried at equity -2,469 - Adjustments to tangible and intangible fixed assets 168,105 - Adjustments and other changes in financial fixed assets 7,576 - Adjustments and other changes in securities 56,437 - Writedown of loans 147,544 - Provision to the reserve for possible loan losses 3,278 - Other changes to the reserve for possible loan losses 10,093 - Provisions for taxation 68,517 - Other changes to taxation 143,932 - Provision for termination indemnities 23,575 - Other changes in termination indemnities 26,647 - Provision to pension fund Provision to other reserves 35,863 - Other changes in other reserves 1,725 - Provision to the reserve for general banking risks 151,767 b) Increases in deposits: 3,644,640 - Other assets 134,815 - Due to customers 2,762,285 - Securities issued 560,952 - Subordinated liabilities 186,588 c) Stockholders equity -155, Capital increase: - Contribution to capital 22 - Translation into Euro 41,579 - Additional paid-in capital Additional paid-in capital translation into Euro -41, Positive and negative goodwill arising on consolidation and minority interests - Goodwill arising on consolidation -139,831 - Goodwill arising on application of the equity method -13,451 - Minority interests -3,528 d) Decrease in funds invested 10,027,727 - Sales of securities 9,031,193 - Sales of intangible fixed assets Disposal of fixed assets 1,622 - Disposal of equity investments 941,619 - Other changes in equity investments 52,796 Total source of funds 13,974,581 * other changes also include opening balances relating to the financial statements of companies consolidated for the first time this year. 131

5 STATEMENT OF CHANGES IN CONSOLIDATED STOCKHOLDERS EQUITY (in millions of Lire) Capital Legal Additional stock reserve paid-in capital Balance as of 31 December , ,915 2,109,396 Allocation of shares to employees Stockholders admission fee 466 Translation of capital stock 41,579-41,579 Allocation of Parent Bank net income: reserves 14,145 dividends directors charitable donations Retained earnings Other changes in reserves: effect of the merger of Società Bancaria del Nordest S.p.A. effect of re-consolidating Linea S.p.A. other effects Change in reserve for general banking risks Net income as of 31 December 2001 Capital, reserves and distributable net income as of 31 December , ,060 2,068,

6 Statutory Other Revaluation Reserve for Negative Group Total reserve reserves reserves general goodwill arising share of banking risks on application net of equity method income 123,323 89,646 9, , , ,145 20,571-48,861-89,956-89,956-1,125-1,125-1,464-1,464 7,034-7,034-7,162-7,162 4,961 4, , , , , ,088 25,593 89, , ,539 3,019,

7 STATEMENT OF EMPLOYEE PENSION FUND OF BANCA POPOLARE UDINESE S.p.A. (in millions of Lire) Opening balance 1,138 Provisions for the year 380 Supplementary pensions paid during the year -135 Closing balance 1,383 Actuarial checks carried out as of 31 December 2001, using the following parameters: technical rate 4.5% rate increasing salaries and wages 0 % rate increasing benefits 0 % rate increasing future contributions (on total salaries) 0 % as a result, reserves are quantified as follows: technical reserves according to actuarial calculations 1,071 Total actuarial reserves 1,071 The fund supplements the state pension for employees already in retirement. The fund will be liquidated once all of its commitments have been met. The assets in the fund are not tied to specific investments but are used in the Bank s general activities. 134

8 INDEPENDENT AUDITORS REPORT ON THE 2001 FINANCIAL STATEMENTS

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