EXPLANATORY REPORT OF THE MANAGEMENT BOARD OF BANCO POPOLARE SOCIETÀ COOPERATIVA ON THE ITEMS ON THE AGENDA OF THE BONDHOLDER

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1 DISCLAIMER: THIS IS A FREE ENGLISH LANGUAGE CONVENIENCE TRANSLATION OF THE ITALIAN EXPLANATORY REPORT OF THE MANAGEMENT BOARD PREPARED IN THE ITALIAN LANGUAGE PURSUANT TO AND IN COMPLIANCE WITH ITALIAN LAW. THIS ENGLISH TRANSLATION OF THE EXPLANATORY REPORT OF THE MANAGEMENT BOARD IS NOT AN OFFICIAL TRANSLATION. THIS TRANSLATION IS FOR INFORMATION PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR THE ITALIAN EXPLANATORY REPORT OF THE MANAGEMENT BOARD WHICH SHALL PREVAIL. THE ONLY OFFICIAL VERSION OF THE EXPLANATORY REPORT OF THE MANAGEMENT BOARD IS THE ITALIAN VERSION. EXPLANATORY REPORT OF THE MANAGEMENT BOARD OF BANCO POPOLARE SOCIETÀ COOPERATIVA ON THE ITEMS ON THE AGENDA OF THE BONDHOLDER MEETING FOR HOLDERS OF THE BANCO POPOLARE 2010/2014 4,75% CONVERTIBILE CON FACOLTÀ DI RIMBORSO IN AZIONI ISIN NOTES (prepared pursuant to art. 125-ter 1 paragraph Lgs.D. n. 98 dated 24 February 1998) 11 November

2 Explanatory report of the Management Board of Banco Popolare - Società Cooperativa for the Bondholder Meeting of the holders of Banco Popolare 2010/2014 4,75% convertibile in azioni con facoltà di rimborso in azioni- ISIN Notes Dear Bondholders, on 27 October 2011, in addition to the items on the agenda illustrated in the notice to convene published on 20 October 2011 in compliance with legal and regulatory requirements, the Management Board of Banco Popolare - Società Cooperativa (hereinafter, Banco Popolare or Banco or the Company or the Bank ), after favorable opinion of the Supervisory Board, decided to put forward to the Extraordinary shareholders meeting of the Company, convened on first call on 25 November 2011 at 09:00 a.m., at the registered offices of Banco Popolare in Verona, Piazza Nogara, 2 and on second call on 26 November 2011 at 09:00 a.m. in Verona, at the Verona Fair Grounds - Quartiere Fieristico (Pavilions n. 10 and 11) of the Ente Autonomo Fiere di Verona, Viale dell Industria Entrance Re Teodorico, the following additional item: - Increase in the number of shares to be issued to cover the Banco Popolare 2010/ % redeemable in shares Convertible Bond issue. Consequent delegation of powers to the Board of Directors ( 1 ), pursuant to art of the civil code, to increase the number of newly issued shares to cover the conversion and/or redemption of the bonds under the above mentioned Bond issue, up to max. n. 1,500,000,000 ordinary shares and amendment of the new art. 7, paragraph nine, of the Articles of Association ( 2 ).Related additional amendments of the new articles 7, paragraph one, and 33.2, paragraph two, letter n) of the Articles of Association. Relevant and consequent resolutions. To this regard, considering that, as the above item refers to the number of shares to be issued in connection with the afore mentioned Notes, it complements a change in the terms and conditions of the Note issue pursuant to art paragraph n. 2) of the Italian Civil Code, the Management Board, after prior favorable opinion of the Supervisory Board, decided to convene the Bondholder Meeting to discuss and resolve on the following issue: Approval, pursuant to and by effect of art paragraph 1 n. 2) civil code, of the resolution met by the Shareholders Meeting of Banco Popolare, as convened with ( 1 ) References to the Board of Directors must be construed as conditional on the adoption of the so called traditional corporate governance system, that is part of the proposed bylaw amendments referred to in item one on the agenda of the Company s Extraordinary Shareholders Meeting. ( 2 ) References to articles of Banco s Articles of Association must be construed as referring to the article numbering of the new articles of association, referred to in item one on the agenda of the Company s Extraordinary Shareholders Meeting. 2

3 notice dated 20 October 2011 and following addition dated 8 November, regarding the matters illustrated in item 2 Agenda of the Extraordinary meeting, which was phrased as follows: Increase in the number of shares to be issued to cover the Banco Popolare 2010/ % redeemable in shares Convertible Bond issue. Consequent delegation of powers to the Board of Directors, pursuant to art of the civil code, to increase the number of newly issued shares to cover the conversion and/or redemption of the bonds under the above mentioned Bond issue, up to max. n. 1,500,000,000 ordinary shares and amendment of the new art. 7, paragraph nine, of the Articles of Association. Related additional amendments of the new articles 7, paragraph one, and 33.2, paragraph two, letter n) of the Articles of Association. Relevant and consequent resolutions. Prior to explaining the proposal, it might be worth recalling that: (a) (b) on 30 January 2010, the Extraordinary Shareholders Meeting of Banco Popolare resolved to grant to the Management Board the power, pursuant to art ter of the Italian Civil Code, to issue in one or more tranches, bonds convertible into shares of the Company s common stock, max. within two years of the resolution date, subject to the favorable opinion of the Supervisory Board, up to an amount of 1 billion euro, and a consequent capital increase in connection with the conversion for a maximum total amount of Euro 1 billion, including the share premium, through the issue of ordinary shares of the Company with no par value further to the resolutions met by the Shareholders Meeting on 11 December 2010 to be used exclusively for the conversion of the convertible bonds, to be offered in option to all the entitled share- and bondholders (the Notes ); on 2 and 25 February 2010, in keeping with the resolution passed by the Extraordinary Shareholders meeting held on 30 th January 2010, the Management Board resolved to issue 162,014,061 Bonds, having a nominal value of Euro 6.15 each, corresponding to a total nominal amount of Euro 996,386,475.15, offered in option at par (i.e., at an issue price of Euro 6,15) to eligible Company shareholders and/or holders of the Banco Popolare Prestito Obbligazionario Convertibile subordinato ( TDF ) 4,75% 2000/2010 ISIN IT notes, at inception of the subscription period, according to the following conversion ratio: 1 (one) Bond every 4 (four) shares of the Company, and 43 (forty-three) Bonds every 400 (four-hundred) Banco Popolare Prestito Obbligazionario Convertibile subordinato ( TDF ) 4,75% 2000/2010 ISIN IT notes. Again in keeping with its mandate, the Management Board resolved to approved a splittable share capital increase to cover the conversion for a total maximum amount of 996,386, euro, through the issue also in multiple tranches of max. 276,774,021 ordinary shares of the Company, with no par value, to be used exclusively for the Bond conversion, in compliance with the terms and conditions of the Notes issue; (c) the offer in option of the Bonds was completed with the full subscription of the n. 162,014,061 Bonds under the offer, corresponding to a total amount of Euro 996,386,475.15, of which n. 160,128,993 Bonds subscribed in the offer period (between 1 and 24 March 2010) and the remaining n. 1,885,068 Bonds subscribed 3

4 during the stock market offer of the option rights that had been left unexercised during the offer period (31 March, 1, 6, 7 and 8 April 2010); (d) further to the conversion exercise by some Bondholders, to date n. 161,943,624 Bonds are outstanding, corresponding to n shares assigned to the Note issue; (e) the Notes have the following features: - issue date: 24 March 2010; - term: 24 March 2014; - annual coupon: 4.75% gross; - Noteholders may convert the notes into Banco Popolare ordinary shares between the 18 th (eighteenth) month after the issue date and the maturity date; - between the 18 th (eighteenth) month after the issue date and the maturity date Banco Popolare may carry out an early redemption of all or part of the Notes by delivering shares, plus a 10% premium on the Note nominal value; - upon maturity, Banco Popolare may redeem the still unconverted Notes in cash and/or shares, based on the recent market price of the Banco Popolare stock, in any case at a value not less than the Note s nominal value. The Management Board puts the following proposed resolution to the approval of this Meeting, which lies within the scope of competence of the afore mentioned Extraordinary Shareholders Meeting as item 2 on the Agenda Extraordinary Meeting section, regarding the change in the number of newly issued Banco Popolare shares to be used for the conversion and/or redemption of the Notes (the Operation ) and consequent mandate to the Company s Board to introduce all the changes to the Terms and Conditions of the Loan that are required and connected with the item on the agenda. * * * 1. REASONS FOR THE PROPOSED OPERATION The approval of the Bond issue by Banco s Shareholders Meeting took place (January 2010) at a time that was already marked by the presence of sensitive financial tensions and against a particularly difficult economic scenario. The Bond issue, which was fully and successfully sold, gave Banco the availability of a flexible instrument, that could contribute to the Group s capital strengthening, and at the same time of financial resources that have been put to good use to support the Group activities. The Note issue was also designed to offer the entitled shareholders and holders of convertible bonds of the Company an interesting investment form, ensuring a significant return. In a situation whose intensity is unprecedented and totally unpredictable in terms of length and depth, the economic crisis and the negative performance of financial markets deteriorated even further. This had a particularly negative impact on Banco s stock 4

5 price. In particular, recently the financial and market crisis deteriorated even more due to the uncertainty and instability of the sovereign debt of various EU Countries. This event prompted the Central Authorities to issue a number of mandatory measures aiming at promoting risk control and capital strengthening in the Banks of the EU member countries. Against this backdrop, by taking this step with absolute timeliness with respect to the decisions adopted by the EU Regulatory authorities and pointing at more stringent capital requirements for banks, Banco and the entire Group will enjoy a greater flexibility and efficiency, as well as more cost-effective terms, in case of Note conversion. The impact of the crisis on the performance of Banco s share prices, together with the need to ensure the full implementation of the Notes as a potential tool to strengthen the issuer s capital position, suggested that it would be appropriate (so that, as explained below, the Notes could still attain the purposes for which they had been issued) to adjust the number of new shares to be issued in connection with the conversion and/or redemption of the Notes. Indeed, Article 11 of the Terms and Conditions of the Notes gives the issuer the right to redeem all or part of the outstanding notes with shares (shares settlement) or with shares and cash (mixed settlement). In the event that (as is now the case) the share market value is lower than the conversion price (Euro 6.15), if the settlement is to be made fully by delivering shares, Banco can redeem the Notes by delivering a number of shares whose market value in the reference period for the redemption (i.e., the arithmetic mean of the share official price as reported in the period between the third trading day after the day the notice to exercise the redemption option was published and the sixth trading day before the redemption date) is equal to the note nominal value plus a 10% premium. Otherwise, the redemption option can be exercised through a mixed settlement, by delivering shares (valued based on the same criteria described above) and cash ( 3 ). ( 3 ) For your convenience, we quote the text of art. 11 of the Terms and Conditions of the Notes: After 18 (eighteen) months from the Entitlement Date, the Issuer may redeem all or a part of the Notes outstanding (the Redemption Option ) through the delivery of Ordinary Shares (the Share Settlement ), with the exception for the case set out in paragraph (b)(ii) below according to which the Issuer may redeem all or part of the Notes outstanding through the delivery of Ordinary Shares and the payment of a cash amount (the Mixed Settlement ). To that end, by the twentythird Bank Business Day prior to the redemption date (the Redemption Date ), the Issuer will publish a notice in accordance with Article 20 of the Terms and Conditions (the Notice to Exercise the Redemption Option ) stating the intention of the Issuer to exercise the Redemption Option, the amount of the Nominal Value for which the Redemption Option will be exercised, the percentage in relation to which the Issuer intends to exercise the Redemption Option, and redemption settlement procedures (i.e., Share Settlement or Mixed Settlement); and in case of Mixed Settlement, the percentage of cash and Ordinary Shares will also be indicated. On the Redemption Date: (a) If the market value of the Ordinary Shares, determined on the basis of the arithmetic average of the Official Prices of the Ordinary Shares reported in the Reference Period for the Redemption (as defined below) (the Market Value of Ordinary Shares in the Reference Period for the Redemption ), is higher than the ratio of the Nominal Value of the Notes to the Conversion Ratio (the Conversion Price ), the Issuer shall: (i) deliver a number of Ordinary Shares to Noteholders equal to the sum of (i) the number of Ordinary Shares resulting from the Conversion Ratio and (ii) the number of Ordinary Shares resulting from the ratio of 10% of the 5

6 The Note issue and the mandate given to the Management Board at the time provided for a maximum number (276,774,021) of newly issued shares in connection with the conversion and the redemption. This number of new shares, in view of the purposes for which the redemption is performed, would not enable Banco, should the current share price performance persist, to fully exercise its rights and thus benefit, conditions permitting, of the option to redeem the Notes by delivering the maximum number of shares. The proposed change does not modify the contents of the Note issue, but, since it is motivated by sheer technical reasons, if approved, it would make it possible to preserve one of the fundamental and qualifying features of the note issue, allowing Banco, should the latter decide to exercise the Note s early redemption option, to avoid or at least minimize the cash settlement, thus complying as best as possible with the capital strengthening objectives that have been one of the Note issue qualifying features right from the start. Nominal Value of the Notes (the Premium ) to the Market Value of Ordinary Shares in the Reference Period for the Redemption (the Ordinary Shares for Redemption A ); (b) If the Market Value of Ordinary Shares in the Reference Period for the Redemption is lower than the Conversion Price, the Issuer shall: (i) deliver to Noteholders a number of Ordinary Shares (the Ordinary Shares for Redemption B ) resulting from the ratio of (i) the Nominal Value of the Note increased by the Premium to (ii) the Market Value of Ordinary Shares in the Reference Period for the Redemption; or (ii) deliver, in the proportion communicated in the Notice to Exercise the Redemption Option, a number of Ordinary Shares and pay an amount in cash, so that the aggregate equivalent value is equal to the value of Ordinary Shares for Redemption B (valued at the Market Value of Ordinary Shares in the Reference Period for the Redemption). The Reference Period for the Redemption starts on the third Dealing Day (inclusive) after the date the Notice to Exercise the Redemption Option is published and ends on the sixth Dealing Day (inclusive) prior to the Redemption Date. In any case, the number of Ordinary Shares for Redemption B may not be higher than the number of Ordinary Shares resulting from the ratio of the Nominal Value of the Note to the nominal value of Ordinary Shares. To that end, if the value of Ordinary Shares for Redemption B (valued at the Market Value of Ordinary Shares in the Reference Period for the Redemption) is lower than the Nominal Value of the Notes increased by the Premium, the Issuer will pay to the Noteholders an adjustment in cash equal to the difference between the aforementioned values. In the cases described above in paragraphs (a)(i) and (b)(i) and (b)(ii), the Issuer shall deliver Ordinary Shares until a whole number is reached, and shall pay an amount in cash, equal to the Market Value of Ordinary Shares in the Reference Period for the Redemption, rounded up to the nearest Euro cent for any fractions. In the cases described in paragraphs a) (i) and b) (i) and (ii), if the value of the Ordinary Shares delivered, valued at the Official Price of the Ordinary Shares on the Redemption Date (together with the cash amount paid in relation to fractions and as the cash amount paid as described above at paragraph (b)(ii)) is lower than the Nominal Value of the Note, the Issuer will pay the Noteholders, on the first Bank Business Day following the Redemption Date, a cash amount as an adjustment equal to the difference between the Nominal Value of the Note and the value of the Ordinary Shares delivered, which are valued at the Official Price of the Ordinary Shares on the Redemption Date (and the cash amount paid in relation to fractions together with any amount of cash paid in the case described in paragraph (b)(ii)) so that the entire value of Notes allocated to the Noteholders is equal to the Nominal Value. If the Issuer carries out a partial redemption, which in any case may not be lower than 20% of the aggregate nominal value of the remaining Notes (percentage calculated by taking into account the aggregate nominal value of the remaining Notes before the redemption), such redemption shall be exercised with respect to each Noteholder through the partial repayment of the Nominal Value of each Note. In the event of a partial redemption, the provisions of this clause shall be applied on a pro rata basis to the amount of the Nominal Value to be redeemed under the Redemption Option. Following the Redemption Date, in the event of a partial redemption, the Issuer shall announce, in the manner set forth in Article 20 of these Terms and Conditions, (i) the new Conversion Ratio and (ii) the new amount of the Coupon recalculated according to the new Nominal Value of the Notes (however, the Interest Rate will not be changed). The Nominal Value of the Notes redeemed will stop earning interest on the Redemption Date, and no claim may be made in relation to unaccrued interest. 6

7 For the same reasons, that is, facilitate Banco if it should decide to exercise its right of early redemption of the Notes - a right that is limited by the bylaw provision (art. 7, paragraph one), according to which the implicit accountable par of the shares cannot be below the minimum nominal value of Euro 2.00 we propose to remove this reference. 2. DESCRIPTION OF THE OPERATION Without prejudice to the total amount of the new share issue dedicated to the Notes (Euro 996,386,475.15), the proposal under examination involves an increase in the number of ordinary shares to be issued in connection with the Notes, up to max No. 1,223,225,979 ordinary shares, so that the total number of shares to be used for the Notes shall be max. No. 1,500,000,000. In the light of what illustrated above, we submit to your examination, as lies within the scope of competence of the Bondholder Meeting, the approval of the resolution of the Extraordinary Shareholders Meeting of Banco Popolare regarding the amendment of the terms of the resolution on the new share issue connected with the Notes under art. 7, paragraph nine of Banco s Articles of Association. In particular, in order to implement the Operation, it is necessary to change the max. number of shares that the Bank may issue upon converting and/or redeeming the Notes (from 276,774,021 to 1,500,000,000) and consequently to amend art. 7, paragraph nine of the Bank s Articles of Association. The change in the maximum number of shares in connection with the Notes shall be implemented by giving the Board of Directors of Banco Popolare the mandate, pursuant to art of the Italian Civil Code, to increase said number of shares, with exclusion of the option right, pursuant to article 2441, paragraph 5, of the Italian Civil Code (the Mandate ). The resolution to be passed by the Shareholders Meeting concerns also the proposal to amend art paragraph two lett. n) of the Articles of Association, providing for under the mandate given to the Board of Directors of increasing the capital pursuant to article 2443 of the Italian Civil Code and/or to issue convertible bonds pursuant to article 2420-ter of the Italian Civil Code the power to pass said resolutions also with the exclusion or limitation of the option right under paragraphs four and five of article 2441 of the Italian Civil Code The Bank is favorable to the above described increase in the number of shares because, if also the Bondholder Meeting approves the Operation, it would make it possible, as described above, to preserve one of the fundamental and qualifying features of the note issue, and it would allow Banco, should the latter decide to exercise the Note s early redemption option, to avoid or at least to minimize the cash settlement, thus complying as best as possible with the capital strengthening objectives that have been one of the Note issue qualifying features right from the start. From an operational standpoint, the Operation breaks down in the following steps: 7

8 (i) (ii) (iii) approval of the Operation by the Shareholders convened in the Extraordinary Meeting; approval of the Operation by the Bondholders convened in a meeting, pursuant to article 2415 of the Italian Civil Code; exercise by the Board of Directors of the Mandate. 3. SHARE ENTITLEMENT DATE The shares offered in connection with a possible conversion and/or redemption of the Notes shall give entitlement to dividends in compliance with the provisions stated in the Terms and Conditions of the Notes. 4. CAPITAL, FINANCIAL AND OPERATING EFFECTS The proposed operation does not entail by itself any change in the capital, financial and operating position of Banco Popolare. The operation will have an effect on the capital, financial and operating position of Banco Popolare if and to the extent that the notes outstanding under the Banco Popolare 2010/2014 4,75% convertibile con facoltà di rimborso in azioni note issue are converted in ordinary shares by the bondholders and/or redeemed by the issuer with the assignment of ordinary shares as a result of the exercise of the redemption option as provided for by art. 11 of the Terms and Conditions of the Notes. Illustrated below is the estimated impact should the above assumption take place. Note that, with respect to the estimates, should the redemption option be exercised pursuant to art. 11 of the Terms and Conditions of the Notes, we assumed that the issuer shall pay no cash consideration, either in case of fractions, as defined in art. 6 of the Terms and Conditions of the Notes, or as a possible premium to be recognized to bondholders pursuant to art. 11 of the Terms and Conditions of the Notes. Estimated impacts on Banco Popolare s capital position Should the outlined assumption take place under the terms described above, the book value of the shareholders equity would increase by 965 million Euro. The regulatory capital would instead increase by 996 million Euro. The table below shows the pro-forma capital impacts a conversion into ordinary shares and/or redemption of all the notes currently outstanding under the Banco Popolare 2010/2014 4,75% convertibile con facoltà di rimborso in azioni note issue in ordinary shares would have on Banco Popolare s capital ratios as at

9 Data in million Euro and % Gruppo Banco Popolare Before (1) After (estimate) (2) as at Core Tier 1capital net of deductibles 6,207 7,203 Tier 1 capital net of deductibles 7,475 8,471 Tier 2 capital net of deductibles 3,309 3,309 Additional deductibles Regulatory capital 10,724 11,720 RWA 95,727 95,727 Core Tier 1 Ratio 6.5% 7.5% Tier 1 Ratio 7.8% 8.8% Total Capital Ratio 11.2% 12.2% Impact on Core Tier 1 Ratio 1.0% Impact on Tier 1 Ratio 1.0% Impact on Total Capital Ratio 1.0% Note: (1) Capital ratios on 30 June 2011 reported in the Half-yearly Report published on 26 August (2) The estimate is passed on the assumption that all the notes under the Banco Popolare 2010/2014 4,75% convertibile con facoltà di rimborso in azioni note issue are converted into ordinary shares and/or redeemed in ordinary shares. Estimated impacts on Banco Popolare s financial position Should the outlined assumption take place under the terms described above, no cash flow would be generated. The only impact on Banco Popolare s financial position would be the reduction of securities outstanding and, as a result, of total direct funds of 965 million Euro, offset by an equal increase in the book value of the shareholders equity. Over a longer time frame, we should also consider a possible greater money outlay for the remuneration of the new ordinary shares to be issued in connection with the note conversion and/or redemption. In practical terms, the estimate of the cash outlay amount shall depend on the existing reference conditions at each specific moment in time regarding dividend distributions, also in the light of the expectations set forth in the communication published by the European Banking Authority (EBA) on 26 October 2011 and in the following comment issued by the Italian Supervisory Authority. Estimated impacts on Banco Popolare s operating position Should the outlined assumption take place under the terms described above, after the note conversion and/or redemption, interest expense in connection with the remuneration of bonds currently outstanding would decrease. Considering that the interest rate for the bonds under examination is 4.75% and that to date No. 161,943,624 bonds are outstanding, corresponding to a total nominal value of 996 million Euro, the 9

10 conversion and/or redemption of all the notes would reduce the annual cost of funding (interest expense) by 47 million Euro. As a result, again on an annual basis, the estimated positive impact on net income would be 32 million Euro. 5. RESOLUTIONS PUT FORWARD TO THE MEETING At the light of the above explanation, the Management Board, having obtained the approval of the Supervisory Board, intends to submit to the Bondholder Meeting the proposed resolution regarding the second item on the agenda of the Extraordinary Shareholders Meeting section, as set forth below, without prejudice to the final resolutions that will be passed by the Extraordinary Shareholders Meeting to be held on 25/26 November 2011: The Bondholder Meeting for the holders of the Banco Popolare 2010/2014 4,75% convertibile con facoltà di rimborso in azioni convertible notes - ISIN , - having examined the report of the Management Board and the proposal put forward therein; - having regard to the resolution under agenda item 2 - Extraordinary Shareholders Meeting section of the Shareholders Meeting of Banco Popolare Soc. Coop. called with the notice to convene dated 20 October 2011 and following addition dated 8 November 2011; - considering that the above resolution provides for a change in the terms and conditions of the notes pursuant to art paragraph one, n. 2) of the Italian Civil Code and that it expressly makes the increase in the number of shares to be issued in connection of the Convertible Notes and the amendments of art. 7 of Banco Popolare s Articles of Association conditional on the decisions lying within the scope of this Meeting; - considering also that the above resolution grants to the Board of Directors, and to the Chairman and the CEO on its behalf, also severally, the power to rephrase the Terms and Conditions of the Notes, introducing the necessary amendments consequent to and connected with the resolutions passed by the Extraordinary Shareholders Meeting of the Company, namely articles 5, paragraphs one and three, 8, paragraph two lett. c) and d), 11, paragraph four, and 13, paragraph eight, of the Terms and Conditions of the Notes; hereby resolves to approve, within the scope of its competence pursuant to art paragraph 1 n. 2) of the Italian Civil Code thus executing the condition precedent provided for in item 4 of the resolution below the resolution of Banco Popolare s Shareholders Meeting mentioned above and phrased as follows: The Shareholders Meeting of Banco Popolare: - having examined the report of the Management Board and the proposals put forward therein, - having regard to Banco Popolare s interest in increasing the number of shares to be issued in connection with the Banco Popolare 2010/2014 4,75% convertibile con facoltà di rimborso in azioni notes, so that, should it intend to exercise the Note 10

11 early redemption option, this will minimize the outlay of cash, thus enabling Banco to best pursue the capital strengthening targets that characterize this Note issue hereby resolves 1. to approve the increase in the number of newly issued shares in connection with the Notes, as provided for by the resolutions of the Management Board met on 2 and 25 February 2010, under the mandate of the Extraordinary Shareholders Meeting held on 30 January 2010, from No. 276,774,021 to 1,500,000,000, all the other terms and conditions of the above resolutions remaining, and consequently giving the Board of Directors, pursuant to art of the Italian Civil Code, a mandate, to be performed at the latest within two years of the resolution date, to increase the number of newly issued shares, with no par value, with exclusion of the option right pursuant to art. 2441, paragraph five, of the Italian Civil Codes, having the same characteristics as the ones outstanding at the issue date, to be used in connection with the conversion and/or redemption of the notes under the Banco Popolare 2010/2014 4,75% convertibile con facoltà di rimborso in azioni notes, up to max shares, with the most ample powers to state, within the above limits, the procedures, terms and conditions of the operation, and consequent amendment of art. 7, paragraph nine, of the Articles of association, in compliance with the text below; 2. to eliminate from art. 7, paragraph one, of the Articles of association the reference to the implicit accountable par in compliance with the text below; 3. to amend art. 33.2, paragraph two lett. n) of the Articles of association, by including the mandate given to the Board of Directors to increase the share capital pursuant to art of the Italian Civil Code and/or issue convertible bonds pursuant to art ter of the Italian Civil Code, the power to meet said resolutions also with exclusion or limitation of the option right as provided for by paragraphs four and five of article 2441 of the Italian Civil Code; 4. to establish that the resolutions under the above items 1 and 2 be conditional to the associated approval by the Bondholder Meeting; 5. to grant to the Board of Directors, and to the Chairman and the CEO on its behalf, also severally, under the law, every and most ample power to carry out all the necessary acts to execute the resolutions met today, and to fulfill all the necessary formal procedures so that all the passed resolutions may be approved under the law, and in general all the necessary acts to achieve the full execution of these resolutions, with every and any power deemed necessary and appropriate, without exception, including the power to introduce any immaterial change, adjustment or integration to the passed resolutions that may be required for the registration in the Enterprise Registry, also in keeping with possible instructions issued by the Supervisory Authority, including the following powers: (i) to rephrase the Terms and Conditions of the Notes, introducing the necessary amendments introducing the necessary amendments consequent to and connected with the resolutions passed today by the Extraordinary Shareholders Meeting of the Company; (ii) to fulfill the necessary filing requirements; 6. to amend articles 7, paragraphs one and nine, and 33.2, paragraph two lett. n) of the Articles of association, as a result of the above resolutions, as follows: 11

12 Current text( 4 ) Proposed new text Share Capital Share Capital Art. 7 Art. 7 The share capital is variable, and represented by ordinary shares without par value, which may be issued without limit. Under no circumstance shall the implicit accountable par of the shares be below the minimum nominal value of Euro Shares are registered. The issue of new shares may be resolved: (a).extraordinarily by an Extraordinary Shareholders Meeting, pursuant to applicable law, with the majority and quorum requirements established by these Articles of Association with respect to the formation and resolutions of the Extraordinary Shareholders Meeting; (b).ordinarily by the Board of Directors, pursuant to applicable laws. Until such time as Company shares are listed on regulated markets, the Board of Directors shall not issue new shares pursuant to point b) of the second paragraph of this article. The Extraordinary Meeting, pursuant to Articles 2443 and 2420-ter of the Civil Code, may grant the Management Board powers to increase the share capital or to issue convertible bonds pursuant to applicable laws, within the limits The share capital is variable, and represented by ordinary shares without par value, which may be issued without limit. Under no circumstance shall the implicit accountable par of the shares be below the minimum nominal value of Euro Shares are registered. UNCHANGED UNCHANGED UNCHANGED ( 4 ) The column on the left contains the text of the new articles of association, to be discussed as item one on the agenda of the Company s Extraordinary Shareholders Meeting. 12

13 established at Article 33.2, paragraph two, lett. n). Within the limits set by applicable laws and subject to any prior necessary administrative authorization, the Company may issue classes of shares with different rights from ordinary shares, establishing their content. All shares belonging to the same class grant equal rights. Shares are indivisible. In the event of joint share ownership, the rights of joint holders must be exercised by a common representative in accordance with applicable legislation. UNCHANGED UNCHANGED UNCHANGED On 30 January 2010, the Extraordinary Shareholders Meeting resolved to give the Management Board, pursuant to art ter civ. code, the power to issue bonds convertible into shares of common stock of the Company, in one or more stages, within maximum two years of the resolution date, subject to the favorable opinion of the Supervisory Board, up to a maximum amount of Euro 1 billion, with consequent capital increase to cover the conversion for a maximum total amount of Euro 1 billion, including the share premium, by issuing ordinary shares of the Company without par value, with regular rights, featuring the same characteristics as those outstanding on the issue date, to be used exclusively for the conversion of convertible bonds, to be preemptively offered in option to all entitled shareholders, giving the Management Board the power to fix the nominal price, the subscription price and the rights ratio of the convertible bonds, the coupon amount to be assigned to the instruments, UNCHANGED 13

14 the share conversion ratio, the events and adjustment procedures regulating the conversion ratio, the settlement of convertible bonds, the conversion and redemption procedure and the duration, the amount of the capital increase to be used for the conversion, that in any case as a whole may not exceed the maximum amount of Euro 1 billion, the number of shares to be issued, and any other procedure, term and condition regulating the issue and offer of the convertible bonds and the subsequent underlying capital increase. On 2 February 2010 and 25 February 2010, in keeping with the powers assigned to the Management Board under the resolution of the Extraordinary Shareholders Meeting on 30 January 2010, as put on record by the notary public Mr. Marco Porceddu Cilione of Verona on 31 January 2010, under the registration n , record n , the Management Board resolved to issue 162,014,061 convertible bonds having a face value of euro 6.15 each, for a total nominal amount of euro 996,386,475.15, to be preemptively offered in option to eligible investors, who at the beginning of the subscription period prove to be shareholders of the Company and/or holders of the convertible bonds under the Banco Popolare Prestito Obbligazionario Convertibile subordinato ( TDF ) 4.75% 2000/2010 ISIN IT subordinated convertible bond program, against a ratio of one convertible bond every four Company shares, and of forty-three convertible bonds every four-hundred convertible bonds under the Banco Popolare Prestito Obbligazionario Convertibile subordinato On 2 February 2010 and 25 February 2010, in keeping with the powers assigned to the Management Board under the resolution of the Extraordinary Shareholders Meeting on 30 January 2010, as put on record by the notary public Mr. Marco Porceddu Cilione of Verona on 31 January 2010, under the registration n , record n , the Management Board resolved to issue 162,014,061 convertible bonds having a face value of euro 6.15 each, for a total nominal amount of euro 996,386,475.15, to be preemptively offered in option to eligible investors, who at the beginning of the subscription period prove to be shareholders of the Company and/or holders of the convertible bonds under the Banco Popolare Prestito Obbligazionario Convertibile subordinato ( TDF ) 4.75% 2000/2010 ISIN IT subordinated convertible bond program, against a ratio of one convertible bond every four Company shares, and of forty-three convertible bonds every four-hundred convertible bonds under the Banco Popolare 14

15 ( TDF ) 4,75% 2000/2010 ISIN IT subordinated convertible bond program. As a result, again in keeping with the above delegated powers, convertible bond program. the Management Board resolved a new share issue to cover the bond conversion, for a maximum amount of Euro 996,386,475.15, to be performed even in multiple tranches by issuing maximum 276,774,021 ordinary shares of the Company, without par value, with regular rights, and featuring the same characteristics as those outstanding on the issue date, to be used exclusively for the conversion of the convertible bonds. No. 70,420 convertible bonds were converted, against which No. 70,420 ordinary shares were issued, corresponding to a share capital increase of Euro 3.60 per issued share. Having eliminated the indication of the par value as approved by the Shareholders Prestito Obbligazionario Convertibile subordinato ( TDF ) 4,75% 2000/2010 ISIN IT subordinated As a result, again in keeping with the above delegated powers, the Management Board resolved a new share issue to cover the bond conversion, for a maximum amount of Euro 996,386,475.15, to be performed even in multiple tranches by issuing maximum 276,774,021 ordinary shares of the Company, without par value, with regular rights, and featuring the same characteristics as those outstanding on the issue date, to be used exclusively for the conversion of the convertible bonds. The Extraordinary Shareholders Meeting held on [ ] gave the Board of Directors, pursuant to article 2443 of the Italian Civil Code, the power, to be exercised no later than two years from the resolution date, to change the resolutions of the Management Board passed on 2 and 25 February 2010, regarding the capital increase in connection with the Banco Popolare 2010/2014 4,75% convertibile con facoltà di rimborso in azioni Notes, in order to increase the number of ordinary shares to be issued in connection with the above notes up to max. No. 1,500,000,000 shares, with the exclusion of the option right pursuant to article 2441, paragraph 5, of the Italian Civil Code. No. 70,42037 convertible bonds were converted, against which No. 70,42037 ordinary shares were issued, corresponding to a share capital increase of Euro 3.60 per issued share. UNCHANGED 15

16 Meeting held on 11 December 2010, the conversion ratio of the bonds under this provision is fixed at one ordinary share issued against a capital increase of Euro 3.60 every one convertible bond having a nominal value of Euro 6.15 submitted for conversion. Current text( 5 ) Proposed new text Exclusive competences Art paragraph two Exclusive competences Art. 33.paragraph two In addition to matters that by law cannot be delegated and to those listed in art of the Articles of Association, and without prejudice to the competences lying within the scope of the Meeting, the following matters are the exclusive competence of the Board of Directors: a) approval of the general planning and strategic guidelines and of the risk management policies of the Company and the Group; b) business and financial planning, Corporate and Group budgets, the definition of the geographical organization of local territorial Departments and the expansion plans for the local networks (including any general changes) of the Company and of the Group; c) issue of internal audit guidelines, so that the main risks inherent in the In addition to matters that by law cannot be delegated and to those listed in art of the Articles of Association, and without prejudice to the competences lying within the scope of the Meeting, the following matters are the exclusive competence of the Board of Directors: a) approval of the general planning and strategic guidelines and of the risk management policies of the Company and the Group; b) business and financial planning, Corporate and Group budgets, the definition of the geographical organization of local territorial Departments and the expansion plans for the local networks (including any general changes) of the Company and of the Group; c) issue of internal audit guidelines, so that the main risks inherent in the Company ( 5 )The column on the left contains the text of the new articles of association, to be discussed as item one on the agenda of the Company s Extraordinary Shareholders Meeting. 16

17 Company and its subsidiaries are correctly identified, measured, managed and monitored, by defining compatibility criteria between these risks and a sound and correct management of the Company; d) assessment, at least once a year, of the adequacy, efficacy and effectiveness and correct functioning of the internal audit system; e) appointment and revocation of the members of the Executive committee with the powers provided for by art. 36 and the definition of additional powers, if appropriate; f) granting special duties or mandates to one or more Directors and the definition of the associated powers; g) upon proposal of the Chief Executive Officer, the appointment and revocation of the General Manager, the Co-General Manager and/or of Vice General Managers, the appointment of Company Managers and the definition of the associated powers and compensation; h) assessment of the adequacy of the Company s organizational, administrative and accounting organization; i) definition of criteria for the management and coordination of the companies of the Group, as well as criteria for the implementation of instructions issued by the Bank of Italy; j) subject to the opinion of the Board of Statutory Auditors, appointment and revocation of the Manager responsible of preparing corporate financial and its subsidiaries are correctly identified, measured, managed and monitored, by defining compatibility criteria between these risks and a sound and correct management of the Company; d) assessment, at least once a year, of the adequacy, efficacy and effectiveness and correct functioning of the internal audit system; e) appointment and revocation of the members of the Executive committee with the powers provided for by art. 36 and the definition of additional powers, if appropriate; f) granting special duties or mandates to one or more Directors and the definition of the associated powers; g) upon proposal of the Chief Executive Officer, the appointment and revocation of the General Manager, the Co-General Manager and/or of Vice General Managers, the appointment of Company Managers and the definition of the associated powers and compensation; h) assessment of the adequacy of the Company s organizational, administrative and accounting organization; i) definition of criteria for the management and coordination of the companies of the Group, as well as criteria for the implementation of instructions issued by the Bank of Italy; j) subject to the opinion of the Board of Statutory Auditors, the appointment and revocation of the Manager responsible of preparing corporate financial reports, 17

18 reports, pursuant to article 154-bis of Lgs.D. n. 58 of 24 February 1998 and the definition of the associated powers, means and compensation, as well as appointment and revocation of the Head of the Internal Audit Function, the Chief Risk Officer (CRO), if applicable, of the Compliance Manager and of the Risk Manager; pursuant to article 154-bis of Lgs.D. n. 58 of 24 February 1998 and the definition of the associated powers, means and compensation, as well as the appointment and revocation of the Head of the Internal Audit Function, the Chief Risk Officer (CRO), if applicable, of the Compliance Manager and of the Risk Manager; k) appointment and revocation of the heads of functions, carried out in compliance with legal or regulatory requirements; l) preparation of the draft annual statutory report and consolidated report, as well as the preparation and approval of the interim reports (halfyearly and quarterly reports) as required by the pro tem applicable regulations; m) acquisition and disposal of equity investments exceeding 5% of the Company s consolidated regulatory capital, as reported in the latest approved consolidated annual report; n) capital increases delegated pursuant to article 2443 of the Italian Civil Code and issuance of convertible bonds delegated pursuant to article 2420-ter of the Italian Civil Code, excluding in any case the power to adopt resolutions indicated in paragraph four and five of article 2441 of the Italian Civil Code; o) obligations imposed on the Board of Directors as provided for by articles 2446 and 2447 of the Italian Civil k) appointment and revocation of the heads of functions, carried out in compliance with legal or regulatory requirements; l) preparation of the draft annual statutory report and consolidated report, as well as the preparation and approval of the interim reports (half-yearly and quarterly reports) as required by the pro tem applicable regulations; m) acquisition and disposal of equity investments exceeding 5% of the Company s consolidated regulatory capital, as reported in the latest approved consolidated annual report; n) capital increases delegated pursuant to article 2443 of the Italian Civil Code and issuance of convertible bonds delegated pursuant to article 2420-ter of the Italian Civil Code, excluding in any case including the power to adopt resolutions with exclusion or limitation of the option right indicated in paragraph four and five of article 2441 of the Italian Civil Code; o) obligations imposed on the Board of Directors as provided for by articles 18

19 Code; p) preparation of merger or de-merger plans; q) approval and amendment of the specific Regulation governing information flows; r) adoption, in the cases and along the procedures required by applicable regulations in force from time to time, also by way of amendments, of procedures to ensure the transparency and the substantial and procedural correctness of related-party transactions; s) designation of candidates as company executives of the subsidiary banks and the main non-banking subsidiaries of the Group; t) decision as to the vote to be expressed in the shareholders meetings of the subsidiary banks and the main nonbanking subsidiaries of the Group called to decide on bylaw amendments, as well as the prior approval of the amendments to the Articles of association of the Group companies, whenever the decision falls within the competence of a body other than the Shareholders Meeting; u) approval of proposals to convene the Shareholders Meeting to introduce amendments to the Company s Articles of Association other than those provided for by art. 32.5, letter iii.; v) the regulatory scheme of the procedures to designate and/or elect the members of the Territorial advisory and lending Committees under art. 51; 2446 and 2447 of the Italian Civil Code; p) preparation of merger or de-merger plans; q) approval and amendment of the specific Regulation governing information flows; r) adoption, in the cases and along the procedures required by applicable regulations in force from time to time, also by way of amendments, of procedures to ensure the transparency and the substantial and procedural correctness of related-party transactions; s) designation of candidates as company executives of the subsidiary banks and the main non-banking subsidiaries of the Group; t) decision as to the vote to be expressed in the shareholders meetings of the subsidiary banks and the main nonbanking subsidiaries of the Group called to decide on bylaw amendments, as well as the prior approval of the amendments to the Articles of association of the Group companies, whenever the decision falls within the competence of a body other than the Shareholders Meeting; u) approval of proposals to convene the Shareholders Meeting to introduce amendments to the Company s Articles of Association other than those provided for by art. 32.5, letter iii.; v) the regulatory scheme of the procedures to designate and/or elect the members of the Territorial advisory and lending Committees under art. 51; 19