as at 31/12/2010

a) Structure of share capital (as per Art. 123-bis, para. 1, letter a), CFA)

As at 31 December 2010 subscribed and paid-in share capital totalled EUR 53,811,095.00, divided into 53,811,095 ordinary shares of the par value of EUR 1.00 each, as shown in the following table:

Share categories forming share capital as at 31 December 2010:

STRUCTURE OF SHARE CAPITAL

No. of shares

% of share capital

Listed (market) / unlisted

Rights and obligations

Ordinary shares

53,811,095

100%

Listed (on MTA – Milan electronic equity market)

Each ordinary share attributes the right to one vote

As at 31 December 2010 there were no other financial instruments outstanding attributing the right to subscribe newly issued shares.

On 30 April 2007 the Annual General Meeting of shareholders resolved execution of a paid share capital increase to service two stock option incentive plans for directors and employees, in the terms set out in the Articles of Association and illustrated in the Annual Financial Report, as well as in the information document prepared pursuant to Article 84-bis of the CONSOB Issuers’ Regulation and available on the Bank’s website in the section “Investor Relations – Other documents”. “Plan no. 4” ended on 31 December 2010 without subscriptions by the Bank’s directors and employees. The final deadline for subscription of “Plan no. 5” is 30 April 2011.

b) Restrictions on security transfer (as per Art. 123-bis, para. 1, letter b), CFA)

There are no restrictions on security transfer.

c) Significant shareholdings (as per Art. 123-bis, para. 1, letter c), CFA)

At 31/12/2010, from the communications made pursuant to article 120 of the Consolidated Finance Act, as well as from the communications made by relevant persons pursuant to art. 152 octies of the Issuers’ Regulation, the persons who hold, directly or indirectly, shares with voting rights representing more than 2% of the share capital are as follows:

Declarant

% of share capital

Direct shareholder

Nature of holding

FÜRSTENBERG SEBASTIEN EGON

69.135

La Scogliera S.p.A.: 69.101

Owner

Fürstenberg Sebastien Egon: 0.034

Total: 69.135

Owner

INTESA SANPAOLO S.P.A. (1)

3.330

Cassa di Risparmio del Veneto S.p.A.: 2.238

Pledge

Banca Fideuram S.p.A.: 0.002

Pledge

Intesa Sanpaolo S.p.A.: 1.090

Total 3.330

Pledge

MARINA SALAMON(1)

4.063

Alchimia S.p.A.: 4.063

Owner

MADERNA FRANCESCA.

2.151

Maderna Francesca

Owner

PREVE RICCARDO

2.682

Preve Costruzioni S.p.A.: 2.530

Preve Riccardo: 0.153

Total 2.682

Owner

BOSSI GIOVANNI

3.455

Bossi Giovanni

Owner

(1) The percentages declared by Intesa Sanpaolo S.p.A pursuant to art. 120 of the Consolidated Finance Act on 8 November 2010, which are wholly due to pledges held by the banking Group, are referred to the share capital of Banca IFIS S.p.A.; according to the statement received by Banca IFIS 1,202,460 shares, or 2.235%, are owned by Alchimia S.p.A. which has no voting rights only in the case of extraordinary shareholders’ meetings (unless waived by the holder of the pledge); according to the statements received by Banca IFIS pursuant to art. 152 octies of CONSOB Regulation for Issuers from the director Marina Salamon, she also holds, through Alchimia S.p.A., a further 983,667 shares, or 1.828%, which are not subject to pledges.

It is appropriate to point out that:

  • The activity of the investment holding company La Scogliera S.p.A. is limited to holding its only significant equity investment consisting of the controlling interest in Banca IFIS S.p.A.;

  • Even although it is the majority shareholder, La Scogliera S.p.A does not perform any management and coordination activity vis-à-vis Banca IFIS S.p.A.;

  • The corporate purpose of La Scogliera S.p.A. expressly excludes management and coordination of the financial companies and banks in which it owns equity interests.

d) Securities granting special rights (as per Art. 123-bis, para. 1, letter d), CFA)

No securities have been issued that grant special rights of control.

e) Employee equity participation: mechanism for exercising voting rights (as per Art. 123-bis, para. 1, letter e), CFA)

Any employees owning the Company’s shares exercise their shareholder rights in the same ways as other shareholders.

f) Restrictions on voting rights (as per Art. 123-bis, para. 1, letter f), CFA)

The Company is not aware of the existence of restrictions on voting rights, with the sole exception of pledging to a Bank of part of the equity interest held by a shareholder owning a “significant shareholding”, as specified earlier in paragraph c) Significant shareholdings.

g) Shareholder agreements (as per Art. 123-bis, para. 1, letter g), CFA)

The Board of Directors of Banca IFIS S.p.A. is not aware of the existence of agreements between the Company’s shareholders as defined by Article 122 of the CFA.

h) Change-of-control clauses (as per Art. 123-bis, para. 1, letter h), CFA)

Neither Banca IFIS S.p.A. nor its Polish subsidiary IFIS Finance Sp. z.o.o. have concluded significant agreements that take affect, are modified or lapse if change of control of the contractual party occurs.

i) Delegations of power to increase share capital and authorizations to buy own shares (as per Art. 123-bis, para. 1, letter m), CFA)

i.1) Capital resolved and not subscribed; empowerments of directors to increase share capital

As at 31 December 2010 the Board was not empowered to increase share capital pursuant to Article 2443 of the Italian Civil Code, i.e. to issue equity securities.

For the sake of completeness of information, below we show information about the “Fifth stock option incentive plan for Directors and employees of Banca IFIS S.p.A. – Plan no. 5” currently in place.

With the resolution passed by the Extraordinary Shareholders’ Meeting on 30 April 2007, it was resolved to increase share capital on a paid basis to service the “Fifth stock option incentive plan for Directors and employees of Banca IFIS S.p.A. – Plan no. 5” by a nominal amount of EUR 250,000.00, divisible, via the issue of 250,000 new ordinary shares with a par value of EUR 1.00 each and characteristics identical to shares already outstanding, with no lock-up restrictions, not even temporary, at the price of EUR 10.10 per share, with exclusion of the right of option pursuant to Article 2441, paragraphs 5 and 6 Italian Civil Code, of which 59,200 shares to be offered for subscription to the Company’s directors holding specific offices and 190,800 shares to the employees in general, fixing 30 April 2011 as the final deadline for subscription. In any case share capital will be taken to be increased by an amount equal to the subscriptions received as at the aforementioned date of 30 April 2011.

i.2) Own shares

On 29 April 2010 the Shareholders’ Meeting authorized the buyback of own shares pursuant to Articles 2357 et seq. of the Italian Civil Code. The key features of the resolution are as follows:

  • “Reserve for future buyback of own shares” up to the maximum amount of EUR 20,000,000.00 gross of the part already used;

  • Maximum number of shares that can be purchased: not more than one fifth of share capital, taking into account for this purpose also the shares owned by subsidiaries, and whose total purchase amount is covered by the “Reserve for future buyback of own shares”;

  • Duration of authorization: 18 months;

  • Minimum purchase price: EUR 2.00;

  • Maximum purchase price: EUR 20.00;

  • Minimum selling prices: not less than 80% of the reference price recorded in the trading session of the market where the stock is listed on the day before execution of the sale.

The number of own shares held as at FY2010 year-end totalled 2,231,517, accounting for 4.147% of share capital.

As regards this, on the date of approval of this Report, the Board of Directors resolved to propose to the Shareholders’ Meeting the allocation of earnings by means of:

  • Distribution of a unitary dividend of EUR 0.06 for each ordinary share;

  • Attribution of Banca IFIS shares all taken from the own shares held. Specifically, attribution will be proposed to shareholders of 1 ordinary share for every 37 ordinary shares owned of a par value of EUR 1.00 each.

The Board also intends to propose to shareholders renewal of authorization to buyback own shares pursuant to Articles 2357 et seq. of the Italian Civil Code.

On 16 February 2011 the Bank concluded an agreement with Crédit Agricole Cheuvreux France concerning appointment of the latter to support the liquidity of the Bank’s ordinary stock, as envisaged by CONSOB resolution no. 16839 of 19 March 2009.

l) Management and coordination activity (as per Articles 2497 et seq., Italian Civil Code)

Even although it is the majority shareholder, La Scogliera S.p.A. does not perform any management and coordination activity in Banca IFIS S.p.A. As regards this, it is appropriate to specify that the corporate purpose of La Scogliera S.p.A. expressly excludes management and coordination of the financial companies and banks in which it owns equity interests.

m) Agreements between the company and directors and members of the management or supervisory board (as per Art. 123-bis, first para., letter i), CFA)

The information required by Article 123-bis, first paragraph, letter i) are illustrated in the section of the Report dedicated to directors’ remuneration (Section 9).

n) Rules applicable to the appointment and substitution of directors and members of the management or supervisory board (as per Art. 123-bis, first para., letter l) ,CFA)

The information required by Article 123-bis, first paragraph, letter l) are illustrated in the section of the Report dedicated to the Board of Directors (Section 4.1).