VENETO BANCA GROUP: THE BOARD OF DIRECTORS APPROVES THE 2014 FINANCIAL RESULTS.

VENETO BANCA GROUP: THE BOARD OF DIRECTORS APPROVES THE 2014 FINANCIAL RESULTS. A MORE RIGOROUS AND PRUDENT PROVISIONS POLICY WAS IMPLEMENTED IN ADDITION TO THE TOTAL ACCEPTANCE OF ALL THE PROVISIONS REQUESTED BY THE ECB IN THE COMPREHENSIVE ASSESSMENT CARRIED OUT IN 2014. AN EVEN MORE PRUDENTIAL APPROACH WAS ADOPTED IN MEASURING GOODWILL, INCREASING THE RELATED WRITE- DOWNS BY A FURTHER 282 MILLION WITH RESPECT TO WHAT WAS RESOLVED PRELIMINARILY ON 10 FEBRUARY 2015. TOTAL WRITE-DOWNS OF GOODWILL ROSE TO A TOTAL OF 671 MILLION, A REDUCTION OF 65% TAKING INTO ACCOUNT ALSO THE EXCLUSION OF BIM. THE BOD HAS APPROVED THE 2015-2017 BUSINESS PLAN WITH A ROTE TARGET OF 7.2% AT 2017 1. THE SHAREHOLDERS' MEETING IS CONVENED FOR FRIDAY 17 AND SATURDAY 18 APRIL, RESPECTIVELY FOR THE FIRST AND SECOND CALLS. PRO-FORMA CAPITAL RATIOS 2 HIGHER THAN THE REQUIREMENTS REQUESTED BY THE EUROPEAN CENTRAL BANK: CET1 RATIO AT 10.27% AND TOTAL CAPITAL RATIO AT 11.25%. ADEQUATE CAPITAL SOUNDNESS, IMPROVED THANKS TO THE POSITIVE CONCLUSION OF THE SHARE CAPITAL INCREASE AND OF THE CONVERSION OF THE CONVERTIBLE BONDS CONCLUDED IN SUMMER 2014. COVERAGE LEVELS OF IMPAIRED LOANS AT 38% AND BAD LOANS AT 53.7% INCREASED CONSIDERABLY. THE RESERVE BUFFER ON PERFORMING LOANS (0.79%) WAS STRENGTHENED. ON THE LENDING FRONT, IN 2014 NEW LOANS OF 2.4 BILLION EURO WERE DISBURSED TO BUSINESSES AND FAMILIES. THE TOTAL AMOUNT OF NEW MORTGAGE LOANS (527 MILLION EURO) GREW BY 15.8% 3 COMPARED WITH 2013. 1 The details of the new 2015-2017 Business Plan will be presented in a specific separate press release which will be issued in the next few days. 2 Including the envisaged effect of completing the sale of the majority equity interest held in BIM and Banca IPIBI, respectively being approved and already approved by the competent Authorities. 3 Source: Assofin Report 1

Main financial aggregates and economic results Adequate capitalisation The Group's shareholders' equity, not including the result for the year, stands today at 3.7 billion, while the pro-forma ratios come out respectively at 10.27% (CET1) and 11.25% (Total Capital) in line with the minimum requirements currently demanded of the Bank by the European Central Bank (respectively 10% and 11%). Particularly rigorous and prudent provisions policy implemented Write-downs on loans increased by a further 33 million with respect to what was resolved preliminarily on 10 February 2015, bringing to 779 million the total provisions accounted for at 31 December 2014 (including the BIM Group), of which 564 million related to the AQR, equal to all the provisions required by the ECB. Prudential impairment of 671 million of goodwill recognised in the balance sheet, with an impact only on the accounts and no reflection in the cash flow, liquidity, solidity, capital ratios and prospective profitability. As a result of this impairment, and after eliminating also that relating to BIM and Banca IPIBI held for sale, goodwill comes down by a total of 65%. Coverage of impaired loans and bad loans further increased The level of coverage of bad loans (including write-offs) has improved considerably, going up from 49.4% at the end of 2013 to 53.7% at the end of December 2014. The total coverage of loans is also up, from 6.55% to 8.87%. The net bad loans/shareholders equity ratio increased, going from 47.2% at the end of 2013 to 50.8% at the end of June 2014, while the ratio of net bad loans to total loans was 5.9% at the end of the year. Despite a difficult economic and market context, business volume and deposits recorded a positive trend. Business volume grew (+1.2% to 64.3 billion) and deposits came out at more than 24.6 billion (+2.6% compared with the end of 2013), with total assets closing at 36.2 billion, substantially in line with the figure for the end of 2013 (-3.1%). The net result was affected by the write-downs on loans requested by the ECB and impairment of goodwill The prudential write-down of all the impairment resulting from the AQR exercise ( -374 million net), and of goodwill ( -671 million), had an impact on the net result for the year at 31 December 2014 which ended at -968 million. The Board of Directors of Veneto Banca S.C.p.A., which met today chaired by Francesco Favotto, examined and approved: the 2014 draft separate and consolidated financial statements; the 2015-2017 three-year Business Plan. Chairman Francesco Favotto commented: With a touch of pride we could call 2014 the Year of Courage. The Courage with which the Board of Directors, the General Management, the Employees and the Shareholders tackled a number of challenges that to most people might have seemed insurmountable. In less than twelve months since the new BoD came into office, the Bank has successfully completed many initiatives aimed, primarily, at strengthening the bank's capital and recovering profitability, the first positive signs of which we are already beginning to see in these early months of 2015. The list of the initiatives carried out is long and at the same time evident: from converting the convertible bonds to passing the European Stress Tests, from appointing the new CFO to restructuring the commercial network and approving 2

the 2015-2017 Business Plan, this last the result of full involvement of the bank's internal structures. It is legitimate to be confident that the work done up to now will soon enable us once again to reward our Shareholders who, with patience and tenacity, have believed and continue to believe in Veneto Banca. The Board of Directors, conscious of the important and delicate task that it is called upon to perform, is deeply engaged in following developments in the competitive context in which the bank operates, starting from the coming reform which will transform popular (cooperative) banks into joint-stock companies. To this end a financial advisor, Rothschild, has just been appointed in order to support, authoritatively and independently, this new important challenge in which Veneto Banca will be engaged in Italy and in Europe, in the interest of the Group's customers, Shareholders and employees, and of the communities in which it operates. General Manager Vincenzo Consoli added: The 2014 result, as the Chairman has also stressed, should be seen as a starting point from which to face the next few years with renewed vigour. While, on the one hand, we have to consider the extreme difficulty of the economic context in the year just passed and the impact of certain significant negative non-standard components that have had a profound effect on the results, in particular in the last quarter, on the other it must be stressed that Veneto Banca has continued to support families and businesses in the communities in which it operates. The new loans of more than 2 billion disbursed in 2014 are evidence of this, as is the 15.8% growth, higher than the national average, in property mortgage loans granted. The demanding path followed up to now is intended to be the foundation for the efficiency and development projects contained in the new 2015-2017 Business Plan, approved today by the BoD: a result of real teamwork, which involved all employees with the guidance of the top management. A Plan which will enable us to be reactive and to return to growth. Financial aggregates At the end of 2014, the Group's business volume amounted to 64.3 billion, showing an increase of 792 million on the pro-forma figure 4 for the end of December 2013 (+1.2%). Net of write-downs, the stock of loans at the consolidated level reached 23.8 billion, recording a drop of 3.5% compared with the figure at the end of 2013. At the end of 2014, total overall adjustments (financial assets, loans and goodwill) exceeded the threshold of 1,446 million, compared to 510 million recorded at the end of 2013. This level is due to the adoption of a policy of rigour and prudence in addition to total acceptance of the provisions requested by the ECB in the Comprehensive Assessment carried out in October 2014, and to the overall impairment of 65% of goodwill. The Veneto Banca Group has reinforced credit risk monitoring, following the indications given by the European Central Bank during the Asset Quality Review it conducted in 2014 and the positive results of which were communicated on 26 October 2014. Net bad loans came to 1.49 billion, 5.9% of the loan portfolio. Of these, about 1.33 billion are attributable to the Group's Italian banks and the remaining 155 million to the Group's foreign banks. The net bad loans/shareholders equity ratio increased from 47.2% at the end of 2013 to 50.8% at the end of 2014, while the ratio of net bad loans to total loans was 5.9% compared to 5.7% at the end of 2013. The overall loan coverage ratio improved considerably, going up from 6.55% at the end of 2013 to 8.87% at 31 December 2014, as did the bad loan coverage ratio (including write-offs), going up to 53.7% from 49.4% at the end of the previous year. Direct deposits came to 24.6 billion, up 2.6% compared to the end of 2013. 4 Pro-forma determined according to criteria of conformity with the current perimeter of the Veneto Banca Group restating the aggregates of the BIM Group and of the subsidiary Apulia Previdenza in their own separate item under Assets held for sale, under the terms of the accounting standard IFRS 5 which governs the accounting of assets held for sale. 3

Indirect deposits reached 15.8 billion with 7% growth year on year; to which, both Assets under management and Assets under administration contributed equally. Shareholders equity and capital ratios The consolidated shareholders equity attributable to the Group amounted to 3.74 billion, not including the result for the year. The convertible bonds were converted during the year and the capital increase was completed in summer 2014. In addition, Veneto Banca's shareholders increased from 75,708 to 87,989, up 16.2%. The capital ratios improved, with the CET 1 ratio coming out at 9.6% compared with 7.3% (pro-forma Basel III) at 31 December 2013, while the Total Capital Ratio was 10.3% compared with the 8.7% (proforma Basel III) of the past year and has already benefited from a further 20 bps thanks to the placing, in February 2015, of an issue of Tier II instruments for 50 million. These indicators are destined to improve by a further 70 bps including the positive effect expected from completion of: the sale of the majority stake held in Banca IPIBI, authorisation for which was granted by the Bank of Italy on 25 February 2015; the sale of the majority stake held in BIM, authorisation for which is being evaluated by the competent Authorities as communicated on 25 February 2015. The liquidity position During 2014, the Parent Company repaid 3.5 billion of the 4 billion of LTROs (Long-Term Refinancing Operations) with maturity at three years, obtained in the context of the extraordinary refinancing operations implemented by the European Central Bank in December 2011 and at the end of February 2012. In particular, 2.6 billion was repaid in 2014 and another 900 million at the beginning of 2015. With reference to the ECB's new refinancing programme, TLTRO (Targeted Longer-Term Refinancing Operations), aimed at providing loans to families and businesses (non-financial private sector), the Group obtained 979.3 million in financial year 2014 and a further 696.7 million in the first quarter of 2015, for a total of 1.676 million, which will be used for providing loans to the Group's customers. Economic results Net interest income came to 512.5 million, a drop of 1.8% compared to the 522 million at the end of 2013. The minimum level reached by the market rates weighed on the trend in the sector, which, on an annual average, recorded a reduction of approximately 20 bps in the Euribor. Net fee and commission income fell, going down from 308.8 million at the end of 2013 to 288.4 million at the end of 2014, a drop of 6.6%. Operating income amounted to 855 million. Administrative expenses grew by 6.5% on an annual basis, while personnel expenses increased by 5%, affected on the one hand by the impact of provisions set aside for redundancies of more than 12 million and, on the other, by the important investments made for development and the coming launch of the Group's new multichannel offer. The Group made a net loss of 968 million due to considerable provisions on loans and the impairment of goodwill. 4

The outlook for the current financial year Towards the end of 2014 and in the early months of 2015, in Italy continuing reduction in economic activity seems to have come to a halt and some signs of recovery seem to be emerging, despite the ongoing persistent factors of political and economic uncertainty. Again as of the last few months of the year, financial market conditions have improved and the confidence of foreign investors has returned. The profitability prospects of the Italian banking system, which are expected to improve in the current year, remain dependent on the trend in credit quality and on the uncertainties related to the European and international economic context. The expectations for growth in the Italian economy and for an end to the recession reflect the benefit that should derive from a series of favourable factors, including the significant drop in oil prices, the very much weaker Euro and the beneficial effects that should result from the Quantitative Easing initiative launched by the European Central Bank in March 2015, aimed at keeping the cost of money very low. For the current year, the Veneto Banca Group considers primary the objectives of strengthening its position, ever-increasing coverage of impaired loans, and greater efficiency of the organisational structure. Operations in the current year, and in subsequent years, will be characterised also by the activities connected with the new 2015-2017 Business Plan, recently approved by the Board of Directors. The 2015/2017 Three-Year Business Plan The Veneto Banca Group, together with approval of the results, has communicated the corporate strategic initiatives and the main financial objectives in the new 2015-2017 Business Plan (the subject of a specific press release which will be published in the next few days). In particular, this Plan identifies four strategic directions aimed at generating more impact on the markets and better management of the customer portfolio (focus on Retail, Small Business, Corporate, Private and Bancassurance), and careful monitoring of the structure of costs and risks, and of the corporate structure. Particular attention will be paid to gradual containment of the cost of credit. The declared objective of the Plan is to achieve at 2017 a ROTE of 7.2%, thanks to prompt recovery of economic and financial profitability starting from 2015. 2015 is, in fact, the first year of the Business Plan, during which the planned investments and the first nonrecurring expenses will be activated with benefits that will be released over the three-year period. The cost of credit is already expected to improve compared with 2014. The draft separate and consolidated financial statements of Veneto Banca relating to 31 December 2014 will be made available to shareholders and the market at the registered offices and on the internet site www.venetobanca.it in accordance with the law. Mr Stefano Bertolo, Manager charged with preparing the Company s Financial Reports of Veneto Banca S.C.p.A., declares, in accordance with Art. 154-bis, paragraph 2, of Italian Legislative Decree 58 of 24 February 1998, that the accounting disclosure contained in this document corresponds to documentary evidence, and to the accounting books and records. The Manager charged with preparing The Company s financial reports (Stefano Bertolo) 5

Veneto Banca Group press contacts: Marco Micheli +39 334 6646861 Carlo Torresan +39 335 7932288 Enrico Deho +39 366 6960569 6

CONSOLIDATED BALANCE SHEET (in thousands) Assets 31/12/2014 31/12/2013 10. Cash and cash equivalents 277,906 276,211 20. Financial assets held for trading 162,163 484,291 30. Financial assets at fair value 21,332 21,689 40. Financial assets available for sale 4,191,754 4,889,194 60. Loans to banks 1,479,902 1,670,553 70. Loans to customers 23,831,788 26,392,024 80. Hedging derivatives 103,910 91,045 90. Value adjustment of financial assets subject to macrohedging 2,971 6,183 (+/-) 100. Equity investments 10,668 24,458 110. Technical reserves held by reinsurers - 17,137 120. Property, plant and equipment 290,289 545,448 130. Intangible assets 523,013 1,373,042 of which: - goodwill 417,660 1,190,986 140. Tax assets 898,850 852,544 a) current 112,241 133,368 b) deferred 786,609 719,176 - of which convertible into tax credit under Law 736,407 640,334 214/2011 150. Non-current assets and disposal groups 3,792,011-160. Other assets 580,148 662,846 Total assets 36,166,705 37,306,665 Liabilities and shareholders equity 31/12/2014 31/12/2013 10. Due to banks 3,735,417 5,811,072 20. Due to customers 14,982,192 17,546,576 30. Securities issued 9,624,926 8,766,218 40. Financial liabilities held for trading 350,074 448,658 50. Financial liabilities at fair value 27,440 27,197 60. Hedging derivatives 275,879 206,444 80. Tax liabilities 27,819 151,534 a) current 4,116 22,455 b) deferred 23,703 129,079 90. Liabilities associated with assets held for sale 3,305,308-100. Other liabilities 780,332 871,030 110. Employee severance indemnities 51,254 52,848 120. Provisions for risks and charges: 75,581 55,027 a) pensions and similar obligations 406 456 b) other provisions 75,175 54,571 130. Technical reserves - 203,974 140. Valuation reserves 19,198 (29,247) 160. Equity instruments - (6,827) 170. Reserves 566,549 439,300 180. Share premium reserve 2,882,163 2,367,281 190. Share capital 373,461 309,931 200. Treasury shares (98,687) - 210. Minority interests 156,235 181,797 220. Profit (Loss) for the period (968,436) (96,148) Total liabilities and shareholders equity 36,166,705 37,306,665 7

RECLASSIFIED CONSOLIDATED INCOME STATEMENT (in thousands) Dec-14 Dec-13 PRO FORMA Absolute Change % change Net interest income 512,484 522,027-9,543-1.8% Net fee and commission income 288,395 308,824-20,429-6.6% Dividends 7,182 8,699-1,517-17.4% Gains/losses on trading activities and measurement of financial assets 56,477 74,231-17,754-23.9% Other operating income (expenses) -9,571-11,561 1,991-17.2% Operating income 854,967 902,219-47,252-5.2% Personnel costs -366,973-349,337-17,636 5.0% Other administrative expenses -205,128-192,660-12,468 6.5% Write-downs of property, plant and equipment, and intangible assets -44,928-40,596-4,333 10.7% Operating expenses -617,029-582,593-34,436 5.9% Result of operations 237,938 319,626-81,688-25.6% Write-downs of loans and other assets -731,024-447,749-283,275 63.3% Net provisions for risks and charges -37,297-5,549-31,748 n.a. Profit (Loss) on equity investments -890-2,960 2,070-69.9% Goodwill impairment -670,655 0-670,655 n.a. Profit (loss) on disposal of investments 251 173 78 45.1% Profit/loss from continuing operations before tax -1,201,677-136,459-1,065,218 n.a. Income taxes on continuing operations 226,247 33,900 192,347 n.a. Profit on assets held for sale after tax -8,873 3,058-11,931 n.a. Profit/(loss) pertaining to minority interests -15,867-3,353-12,514 373.2% Net profit (loss) for the period -968,436-96,148-872,288 n.a. 8

STRUCTURAL AND PRODUCTIVITY RATIOS Items 31/12/2014 31/12/2013 Loans to customers/direct deposits (net of CC&G) 99.3% 112.8% Total assets/shareholders equity (leverage) 8.1% 8.5% Direct deposits per employee 4,407 4,306 Indirect deposits per employee 2,835 2,657 Customer loans per employee 4,263 4,432 Cost/Income ratio 70.9% 63.4% RISK RATIOS Items 31/12/2014 31/12/2013 Net impaired loans/net loans 14.8% 12.8% Net bad loans/net loans 5.9% 5.7% % coverage of impaired loans 38.0% 33.9% % coverage of bad loans 53.7% 49.4% Annual loan loss ratio 2.83% 1.71% REGULATORY RATIOS Items 31/12/2014 31/12/2013 CET1 ratio 9.55% 7.33% Pro-forma CET1 ratio 10.27% Total capital ratio 10.33% 8.75% Pro-forma Total Capital Ratio 11.25% OTHER INFORMATION Items 31/12/2014 31/12/2013 Workforce 5,610 5,641 Average number of employees 5,590 5,575 Number of bank branches 552 555 9