TABLE 1: INFORMATION ON SHAREHOLDING STRUCTURE

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

Shares with limited voting rights

-

-

-

-

Shares without voting rights

-

-

-

-

OTHER FINANCIAL INSTRUMENTS

(giving right to subscribe newly issued shares)

Listed (market)/unlisted

No. of instruments outstanding

Share category servicing conversion/exercise

No. of shares servicing conversion/exercise

Convertible bonds

-

-

-

-

Warrants

-

-

-

-

SIGNIFICANT SHAREHOLDINGS

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.

TABLE 2: STRUCTURE OF BOARD OF DIRECTORS AND BOARD COMMITTEES

Board of Directors

Internal Audit Comm.

Remun. Comm.

Office

Members

In office since

In office until

List (M/m) *

Exec.

Non-exec.

Indep. as per Code

Indepas per CFA

(%) **

No. of other offices

***

****

**

****

***

Chairman

Furstenberg, Sebastien Egon

2010

2012

M

x

79%

-

X

66.6%

Deputy Chairman

Csillaghy, Alessandro

2010

2012

M

x

93%

-

CEO

Bossi,

Giovanni

2010

2012

M

x

100%

-

Director

Conti,

Leopoldo

2010

2012

M

x

100%

-

X

100%

Director

(LID)

Cravero, Roberto

2010

2012

M

x

x

x

93%

6

X

100%

X

100%

Director

Martin,

Andrea

2010

2012

M

x

x

x

100%

-

X

85%

X

100%

Director

Preve, Riccardo (1)

2010

2012

m

x

x

x

100%

-

X

80%

Director

Salamon,

Marina

2010

2012

M

x

64%

-

Director

Maderna,

Francesca (2)

2010

2012

M

x

x

x

90%

-

Quorum required for presentation of lists on occasion of last appointment: 1%

No. of meetings held during FY concerned:

BoD: 14

ICC: 9

RC: 3

NOTES

* In this column “M/m” indicates whether the member was elected from the list voted by the majority (M) or by the minority (m).

** These columns show directors’ percent attendance of meetings, respectively of the BoD and committees (no. of attendances/no. of meetings held during effective period of office of person concerned).

*** This column shows the number of directorships or offices as statutory auditor held by the person concerned in other companies listed on regulated Italian and foreign markets, in financial, banking and insurance companies, or companies of significant size. The second paragraph of Section 4 lists these companies with reference to each director. None of the directors holds offices in the sole subsidiary of Banca IFIS S.p.A.

****In this column “X” indicates that the BoD member belongs to t he committee.

  • Appointed member of the Internal Audit Committee by the Board of Directors on 29 April 2010

  • Appointed member of the Board of Directors by the Shareholders’ Meeting on 29 April 2010

TABLE 3: STRUCTURE OF BOARD OF STATUTORY AUDITORS

Board of Statutory Auditors

Office

Members

In office since

In office until

List (M/m)*

Independence as per Code

** (%)

No. of other offices ***

Chairman

Rovida, Mauro

2010

2012

m

x

100%

8

Standing statutory auditor

Santesso, Erasmo

2010

2012

M

x

91%

6

Standing statutory auditor

Stevanato, Dario

2010

2012

M

x

95%

7

Substitute statutory auditor

Giacometti, Luca

2010

2012

m

x

Substitute statutory auditor

Rapetti, Francesca

2010

2012

M

x

-----------------STATUTORY AUDITORS WHO CEASED TO HOLD OFFICE DURING FY CONCERNED----------------

Quorum required for presentation of lists on occasion of last appointment: 1%

No. of meetings held during the FY concerned: 22

NOTES

* In this column, as per the Borsa Italiana format, “M/m” indicates whether the member was elected from the list voted by the majority (M) or by the minority (m). The present membership of the Board of Statutory Auditors was resolved by the Ordinary Shareholders’ Meeting on 29 April 2010 for the 3-year period 2010-2012, using the list-vote mechanism.

** This column shows statutory auditors’ percent attendance of BSA meetings (no, of attendances/no. of meetings held during effective period of office of person concerned).

*** This column shows the number of directorships or offices as statutory auditor – relevant for the purposes of Article 148-bis of the CFA - held by the person concerned. The full list of offices is enclosed, pursuant to Article 144-quinquiesdecies of the CONSOB Issuers’ Regulation, to the Report on the supervisory activity, produced by Statutory Auditors subject to Article 153, para. 1 of CFA.