The UBI Banca Group

Consolidated Results as at 31st March 2014

14th May 2014

This document has been prepared by Unione di Banche Italiane Scpa ("UBI") for informational purposes only and for use in the presentation of

May 2014. It is not permitted to publish, transmit or otherwise reproduce this document, in whole or in part, in any format, to any third party

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This document contains statements that are forward-looking: such statements are based upon the current beliefs and expectations of UBI and

are subject to significant risks and uncertainties. These risks and uncertainties, many of which are outside the control of UBI, could cause the

results of UBI to differ materially from those set forth in such forward looking statements.

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Please be informed that some of the managers of UBI involved in the drawing up and in the presentation of data contained in this document

either participated in a stock option plan and were therefore assigned stock of the company or possess stock of the bank otherwise acquired.

The disclosure relating to shareholdings of top management is available in the annual reports.

Methodology

The “notes on the reclassified financial statements” contained in the periodic financial reports of the Group may be consulted for a fuller

comprehension of the rules followed in preparing the reclassified financial statements.

Disclaimer

2

3

Executive summary: strong balance sheet ratio confirmed

BASEL 3 CAPITAL RATIOS

phased-in MARCH ‘14 CET 1 (fully loaded)

LCR & NSFR LOAN TO DEPOSIT RATIO

> 1 >1 >1 >1

Dec '13 Mar '14

> 10% 11.2% ~10.5%

Dec '13 Mar '14 pro-forma

Mar '14 at regime

LCR and NSFR > 1 also net of LTRO

95.5% 95.9%

Dec '13 Mar '14

Note: According to Basel 3 definition of Leverage Ratio, the tier one capital must be equal to at least 3% of on- and off-balance-sheet

assets. As at 31st December 2013, UBI Banca’s Leverage Ratio was equal to 5.16%, well above the minimum financial leverage ratio

of 3%. Next calculation will be released with the presentation of 1H results

< 100%

CAPITAL

INDICATORS

LIQUIDITY

POSITION

12.2%

17.7%

CET 1 TOTAL CAPITAL RATIO

Retained profit for the period not included

AFTER REDEMPTION OF

~ €340 MLN

PREFERENCE SHARES

CET 1 pro-forma: fully

loading the new regulatory

framework without phase-in,

to March ‘14 data

CET 1 at regime: fully

applying the new regulatory

framework, without phase-in,

and including a prudential

approach to credit and

market parameters, and the

estimates of the Aviva

transaction. No optimisation

actions are included

Ratios do not include profits

261 332

1Q13 1Q14

NET OPERATING INCOME

413

+27.0%

800 853

1Q13 1Q14

4

Executive summary: improving profitability and cost control confirmed

OPERATING INCOME

4Q13

951

+6.7% NET RESULTS FROM FINANCE

OPERATING EXPENSE

(€ mln)

538 521

1Q13 1Q14 4Q13

538

-3.2%

NET INTEREST INCOME

42

417

1Q13

63

454

1Q14 % change

4Q13

NET PROFIT

PRE-TAX PROFIT

26

93

1Q13

58

125

1Q14 % change

+34.5%

+119.7%

Notwithstanding

+25.9% in LLPs

NET PROFIT net of non-recurring items 19 59 +209.4%

+8.9%

+49%

OTHER ADMINISTRATIVE EXPENSES

STAFF COSTS

162

331

1Q13

153

326

1Q14 % change

-1.6%

-5.6%

D&A 45 43 -6.1%

in bln € 31 Mar '13 31 Dec '13 31 Mar '14% Qo Q

changes

45.4 44.0 43.5 -1.2%

of which: Private Customers 21.1 21.3 21.3 0.1%

Small business 14.9 14.3 14.1 -1.3%

UBI Banca (former Banca 24/7) 6.6 6.0 5.7 -4.7%

Prestitalia 2.8 2.4 2.3 -4.1%

29.6 28.0 27.9 -0.3%

of which: Core corporate 15.1 14.5 14.5 0.0%

Large corporate 8.4 8.2 8.2 0.6%

UBI Banca (former Centrobanca) 6.1 5.3 5.2 -2.4%

0.8 0.8 0.8 -0.4%

16.5 15.6 14.9 -4.5%

of which: UBI Leasing 8.0 7.4 7.3 -1.6%

UBI Factor 2.1 2.3 2.0 -11.1%

UBI Banca 1.5 1.4 1.0 -27.5%

92.3 88.4 87.1 -1.5%

Retail

Corporate

Private

Other

Total

1 Following the merger of Banca 24/7 in UBI Banca, effective July 2012, UBI Banca is managing the remaining stock of non captive mortgages and

personal and special purpose loans. Prestitalia is managing the “salary backed loan” operations

2 Minor companies, IAS adjustments, loans not segmented to commercial portfolios and intercompany eliminations

3 UBI net of intercompany; 4 Including NPLs, management accounts; 5 Net of mortgages granted to Group employees

Lending volumes trends vs. 4Q13 show: 1) stabilisation of core business stocks (private customers, small business, corporates) thanks to improvement

in new origination inflows of medium/long term lending in Network Banks

2) decrease in product companies stocks (due to low new origination) and further reduction of stocks in run-off

Small business: turnover up to €15 mln

Core Corporate: turnover from €15 to €250 mln

Large Corporate: turnover > €250 mln

FOCUS ON MEDIUM / LONG TERM LENDING

New origination

Reimbursement

mainly thanks to growth in new mortgage

(m/l term loans) granted to:

↗ private customers (+42.8% YoY)

↗ corporate sector (+27.2% YoY)

↗ small business (+22.3% YoY)

New origination

Reimbursement =

STOCK

(~63.6 bln€)

NETWORK

BANKS:

~ 44.4 bln€

PRODUCT

COMPANIES

~ 12.4 bln€

STOCK IN

RUN-OFF

~6.8 bln€

43

FOCUS ON TOTAL LENDING

46% in 1Q14

(vs 38% in FY13)

5

= 82% 85% 82%

90%

96%

1Q13 2Q13 3Q13 4Q13 1Q14

Portfolio in run off (€ 6.8 bln at end 1Q14 vs € 6.9 at end

2013, mainly former Banca 24/7 and Leasing)

1

2

3

4

5

Net of volatile CCG repos, Direct Funding grows by 2.7% vs Dec. ‘13, driven by

bond issuances both to ordinary customers of the Network Banks and to

institutional investors

Loan to Deposit ratio: 95.9%

6

* Bonds placed on third party banks networks

100%

~80%

~20%

Slight Reduction in current accounts (-0.2 bln/€)

more than compensated by securities in issue

evolution (+0.8 bln/€)

In Jan/Feb ‘14, issuances of:

€ 1 bln Covered Bond

€ 1 bln Emtn

Full redemption of preferred shares (announced on

27th December 2013) completed in March 2014 will

have positive impact on 2Q14 NII

DIRECT FUNDING...(IAS amounts in € bln)

31 Mar '13 31 Dec '13 31 Mar '14quarterly

% changes

… FROM ORDINARY CUSTOMERS 80.4 74.7 74.9 0.3%

Current accounts & deposits (other than CCG) 45.2 42.6 42.4 -0.4%

Term deposits, other payables and repos 4.7 2.6 2.5 -2.4%

Securities in issue:

Network banks + UBI 24.4 24.1 24.9 3.4%

Extra-captive customers* 3.9 3.7 3.5 -4.0%

Other (mainly customer CDs) 2.2 1.7 1.5 -9.9%

...FROM INSTITUTIONAL CUSTOMERS 18.3 17.9 15.9 -11.3%

Securities in issue:

Covered Bonds 6.3 7.7 8.7 13.1%

EMTN 5.9 4.2 5.1 23.8%

CD and ECP 0.9 0.2 0.7 173.3%

Preferred shares 0.3 0.3 0.0 n.s.

Repos with CCG 4.9 5.5 1.4 -74.4%

TOTAL DIRECT FUNDING 98.7 92.6 90.8 -1.9%

TOTAL DIRECT FUNDING

(excl. repos with CCG)93.8 87.1 89.4 2.7%

Term deposits trend also supports further

improvement in mark down (+113 bps YoY and +54

bps 1Q14/4Q13)

3.00

1.56 2.02

2Q14 3Q14 4Q14

7

Securities in issue: retail bonds placed to ordinary customers show significant

decrease in spreads and fully sustainable replacement of maturities

(Nominal amounts in € bln,

net of bond repurchases)

6.58

99

110

125

150

Apr 14

1Q14

FY13

FY12

Spreads vs. 6M Euribor on new

issuances have progressively tightened

without affecting the replacement rate

(€2.7 billion issuances vs €1.9 billion

maturities)

1Q14

1.91

7.30

7.75

6.54

2015 2016 2017 and following Matured

Spread in bps vs. 6M Euribor

MATURITY

PROFILE OF

RETAIL BONDS

PRICING OF

NEW ISSUES

> 100%

replacement

rate

8 * Inclusive of € 0.5 bln of private placement with BEI expiring within 2022. Further € 1.7 bln retained issue not included

Institutional securities: sustainable maturities and favourable market performance

0.97

0.10

0.80 0.16

1.00

0.55 1.80

1.05

0.05

1.05

2015 2016 2017 2018 2019

Matured

0.87 0.69 0.48

0.03

0.03

2Q14 3Q14 4Q14

0.04

(Nominal amounts in € bln)

2020 and following

EMTN COVERED BONDS*

2.04 0.06 Maturity

profile

3.61

0.03

1Q14

Spreads

YoY change%

In February 2014 issued:

• € 1 bln of EMTN

(maturity Feb 2019, fixed rate 2.875%)

Latest

issuances

In January 2014 issued:

• € 1 bln of Covered Bond

(maturity Feb 2024, fixed rate 3.125%)

100

200

300

bps

Years3 5 10

UBI Senior spreadsJan . 2013 vs. May 2014

bps

Years

100

200

300

3 5 10

UBI Covered Bond spreadsJan. 2013 vs. May 2014

Jan 2013

May 2014

300

200

100

bps

300

200

100

bps

3 5 10 years 3 5 10 years

Jan 2013

May 2014

9

11,946 14,061 14,578

4,391 2,590

3,435 3,185 3,087

3,113

31 Mar 2013 31 Dec 2013 31 Mar 2014

Italian Govies proprietary portfolio at around € 21 billion, strongly contributing to

total eligible assets

Eligible Assets: € 33.2 bln (net of haircut)

Modified Duration

of Italian Govies

portfolio: 1.8 years

3.2 1.9

1.4

3.4 6.2 4.8

0.2

Over 2017-2018 2015-2016 2014

AFS

HFT

HTM

TOTAL 19,521 19,738 21,126

Maturity Profile (market values, € bln)

AFS

HFT

HTM

Italian Govies

Gov. Guaranteed bonds

Retained covered bonds ***

Retained securitisations

Other (ABACO)

~ 65%

~ 8%

~ 10%

~ 12%

~ 5%

% Eligible assets breakdown

High-quality

available assets

guarantee

immediate access

to liquidity

AFS Reserve on Italian Govies: +80 mln/€ as at 7th May 2014

(vs. +14 mln/€ as at 31st March 2014 and -237 mln/€ as at 31 Dec ‘13)

* € 6 bln of LTRO were taken in December 2011, further € 6 bln in February 2012

** Including among others interest expense accrued

*** € 1.5 bln on the €10 bln Retail Mortgages CB Programme, € 1.9 bln on the € 5 bln Commercial Mortgages CB Programme (net of haircut)

Data as at 5th May 2014

Unencumbered

Pledged for LTROs**

CCG Repos

19.6 bln/€

12.3 bln/€

Use of eligible assets*

1.3 bln/€

~46% of short

term deposits

Italian Govies: ~ 91% of Financial Assets

(€ mln)

10

Stated Net Profit: € 58 mln in 1Q14 vs € 26 mln in 1Q13

PPA allocated line by line

MAIN INCOME STATEMENT ITEMS

Figures in € mln1Q14 1Q13

% change

1Q14 vs 1Q134Q13

% change

1Q14 vs 4Q13

Net interest income 454 417 8.9% 459 (1.1%)

Net commission income 300 305 (1.5%) 299 0.4%

Net result from finance 63 42 49.0% 156 (59.9%)

Other income items 36 36 1.3% 37 (1.0%)

Operating income 853 800 6.7% 951 (10.3%)

Staff costs (326) (331) (1.6%) (327) (0.4%)

Other administrative expenses (153) (162) (5.6%) (166) (8.0%)

Net impairment losses on property, equipment and investment property

and intangible assets(43) (45) (6.1%) (45) (5.8%)

Operating expenses (521) (538) (3.2%) (538) (3.2%)

Net operating income 332 261 27.0% 413 (19.5%)

Net impairment losses on loans (199) (158) 25.9% (366) (45.8%)

Net impairment losses on other financial assets and liabilities 2 (8) n.s. (25) n.s.

Net provisions for risks and charges (10) (2) 332.1% 2 n.s.

Profits (losses) from disposal of equity investments (1) (1) 26.0% (8) (91.2%)

Pre-tax profit from continuing operations 125 93 34.5% 15 n.s.

Taxes on income for the period from continuing operations (59) (57) 3.8% 205 n.s.

Profits for the period attributable to non-controlling interests (8) (10) (19.4%) (8) 1.2%

Profit/loss for the period attributable to the shareholders of the Parent

before charges for exit incentives and impairments on tangible and

intangible assets

58 26 119.7% 213 (72.7%)

Impairment on tangible and intangible assets

(net of tax and non-controlling interests)(38) n.s.

Charges for exit incentives

(net of tax and non-controlling interests)(26) n.s.

Profit for the period 58 26 119.7% 149 (61.0%)

Profit for the period NET OF NON-RECURRING ITEMS 59 19 209.4% 26 127.5%

19

59

+37

-5

+34 +0

+17

-41 -6

+1 +2

1Q13 normalised*

net profit

NII net commissions

net results from finance

other income items

operating expenses

net LLPs other impairments

taxes non-controlling interests

1Q14 normalised*

net profit

Net of non-recurring items, net profit amounts to € 59 mln vs € 19 mln in 1Q13

Differential contribution shows recurring structural improvements

both on the revenue and on the cost side

(€ mln)

* Normalised net profit = net profit excluding non-recurring items

+209%

11

strong potential

linked to LLPs

improvement

in bps on avg. STOCK * 1Q13 4Q13 1Q14

1M Euribor 12 16 23

UBI Group - Customer spread 159 174 179

Mark up vs 1M Euribor 284 280 277

Short term 386 372 358

Medium-long term 253 252 253

Mark down vs 1M Euribor -125 -106 -98

Sight deposits -34 -17 -8

Term deposits -304 -245 -191

Retail bonds -151 -149 -147

Institutional bonds -174 -186 -179

Network Banks cust. spread** 175 194 194

417 428

446 459 454

1Q13 2Q13 3Q13 4Q13 1Q14

12

(€ mln)

Net Interest Income at € 454 mln: +8.9% vs. 1Q13 and +1.1% vs. 4Q13 on a

comparable basis (calendar impact). Progressive improvement in customer

spread

+8.9%

* Average period data referred to the whole consolidated Group (Network banks+ Product companies + UBI), unless otherwise stated

** Network Bank customer spread includes subordinated debt

Avg. markup vs. 1M Euribor

on Network Banks:

377 bps m/l term new 1Q14

origination loans vs. 236

bps m/l term avg. stock

-2 days

represent

-10 mln€

BUSINESS WITH CUSTOMERS

337 343

361 364 361

1Q13 2Q13 3Q13 4Q13 1Q14

Net of cost of funding

(€ mln)

92.3

Loans to

customers

(bln€) 91.3 89.8 88.4 87.1

CUSTOMER SPREAD NET INTEREST INCOME

-2 days

represent

-8 mln€

On a yearly basis, strong increase in

NII from customer business +7.1%

notwithstanding a decrease in lending of

5.6%

13 * Includes FX negotiations and excludes performance fees

Net Commission Income: -1.5% YoY and +0.4%QoQ.

Good performance for securities related fees (+6.0% YoY and +7.8% QoQ)

Banking related commissions mainly affected by sluggish economy

In early March obtained

authorisation to reimburse € 3 bln

bonds with state guaranty that had a

gross yearly cost of approx. 23 mln€

4Q13 included performance fees for

€ 14.2 mln

Net Commission Income (€ mln) 1Q13 4Q13 1Q14% 1Q14 vs

1Q13

% 1Q14 vs

4Q13

Guarantees (on State guaranty bonds) (11.5) (11.7) (10.1) -11.9% -13.8%

BANKING RELATED COMMISSIONS 165.7 162.7 150.6 -9.1% -7.4%

of which:

Guarantees (bank ing activity) 14.8 10.8 14.4 -2.5% 34.0%

Collection and payment services 26.2 29.1 25.4 -2.8% -12.7%

Services for factoring transactions 6.5 5.3 5.2 -19.9% -1.6%

Current accounts management 48.1 54.4 47.6 -1.2% -12.6%

Other services 70.1 63.1 58.0 -17.3% -8.0%

MANAGEMENT, TRADING & ADVISORY SERVICES* 150.6 148.0 159.6 6.0% 7.8%

of which:

Portfolio management 56.6 78.1 59.6 5.3% -23.7%

Placement of securities 48.1 21.7 47.1 -2.1% 117.5%

Third party services distribution 36.9 39.1 43.1 16.9% 10.1%

TOTAL 304.8 299.0 300.1 -1.5% 0.4%

14

* PPA effect amounted to € 5.1 mln in 1Q13 and to € 4.9 mln in 1Q14

** One off related costs already sustained in 4Q13 (€ 29 mln net of tax)

Discipline in cost containment persists: -3.2% YoY (and QoQ) after 5 consecutive

years of progressive reduction in total operating costs

ON GOING STRUCTURAL DROP

Drop in all cost components both YoY

and QoQ

Within June ‘14, 183 further exits:

annual cost savings estimated at

approx. € 15 mln gross at regime in

2015**

0.1%

-5.0%

-1.7% -0.7%

-6.2% -5.5%

FY08/FY07 FY09/FY08 FY10/FY09 FY11/FY10 FY12/FY11 FY13/FY12

Total normalised Operating Costs Evolution (YoY, in %)

331 326

162 153

45 43

1Q13 1Q14

538

-5.6%

-6.1%

-3.2%

-1.6% Staff costs

Other Adm. Expenses

D&A (incl. PPA*)

Total oper. costs

(€ mln)

538 538 521

4Q13

538 538

327

45

166

-3.2%

15

Annualised cost of credit at 91 bps (vs. 68 bps of 1Q13) but...

∆ = +41

(€ mln)

TOTAL NET IMPAIRMENT LOSSES ON LOANS

NET

ANALYTICAL

IMPAIRMENTS*

158 199

1Q13 1Q14

NET

COLLECTIVE

IMPAIRMENTS

156

2

212

-13

1Q13 1Q14 Of which, in € mln

* Analytical writebacks of € 118 mln in 1Q14 vs. € 75 mln in 1Q13; writebacks net of time reversal: € 80.7 mln in 1Q14 and € 51 mln in 1Q13

** Perimeter: Network Banks + UBI Banca (essentially former Banca 24/7 activities)

Higher LLPs linked to a still weak macroeconomic scenario but the

evolution of deteriorated loans shows first mild signs of improvement

(see next slide)

Coverage of performing loans is up to 59 bps from 55 bps in 1Q13

Low risk positions / Total positions High risk positions / Total positions

67.2%

68.4%

Dec '13 Mar '14

6.4% 6.2%

Dec '13 Mar '14

+121 bps -26 bps

Collective writebacks due to a decline of net lending volumes and the

recomposition of the loan book toward lower risk exposures**

16

10,958 11,457 11,840 12,367 12,674 12,659

Dec '12 Mar'13 June '13 Sept '13 Dec '13 Mar '14

...first signs of stabilisation in gross deteriorated loans stocks amount and

encouraging evidences also in terms of flows

Gross deteriorated loans stocks (€/mln)

Outflows from deteriorated loans (€/mln)

811

1,069

623

1Q12 1Q13 1Q14

Inflows from performing loans (€/mln)

Significant slowdown in deteriorated loans inflows from performing loans (-41.7% 1Q14 vs. 1Q13)

Steady outflows of deteriorated loans to performing loans (+2.3% 1Q14 vs. 1Q13) and good problematic credit recollection

(loans cashed-in up by 23% 1Q14 vs. 1Q13)

Increase in stock write-offs (+45.2%): almost completely NPLs with an impact on their coverage (see next slide)

5,885 6,015

5,083 5,077

872 886

834 680

Dec '13 Mar '14

Past due

Restructured

Impaired

NPLs

COMPOSITION

-41.7%

Outflows to

performing loans

196 191 235

1Q12 1Q13 1Q14

59 95

138

1Q12 1Q13 1Q14

212

348 356

1Q12 1Q13 1Q14

Loans cashed-in Write-offs

OTHER KEY ELEMENTS TO ASSESS

THE GROUP LOAN PORTFOLIONPLs

% of collateralised (real estate)

stocks

Retail 57.0%

Corporate 52.7%

71.88%including write-offs

63.25%

Loan to Value

Coverage of non-collateralised

positions25.25%

Impaired loans

Coverage 31 Mar '13 31 Dec '13 31 Mar '14

Total deteriorated loans 25.66% 26.52% 27.26%

..including write-offs 36.11% 36.26% 37.23%

NPLs (sofferenze) 42.30% 41.60% 41.02%

..including write-offs 57.42% 56.05% 55.80%

Impaired loans (incagli) 12.72% 15.12% 16.22%

Restructured loans 13.76% 13.94% 14.16%

Past due loans 3.17% 2.83% 4.95%

Performing loans 0.55% 0.61% 0.59%

Mar ‘14 vs. Dec ‘13: coverage of total deteriorated loans up by 74 bps to 27.26% (+97 bps including write-offs to 37.23%)

4.5% 4.3% 4.0%

5.9%

4.0% 3.5%

2.8%

5.0% 4.1% 4.1% 3.8%

3.2% 3.2%

2.1%

UBI BANCA

Bank E Bank D Bank C Bank A Bank F Bank B

FY13 and FY12: RECOVERY RATE on NPLS

FY13 FY12

Relevant increase in past due loans coverage (+212 bps) close

to a new reference level for credit policies

Source: 2013 and 2012 Annual Reports, Table A.1.7 of the Notes to the Accounts;

Recovery Rate = loans cashed-in / (initial gross exposure of NPLs + NPLs annual increases)

Peers: Unicredit, Intesa, MPS, Banco Popolare, BPM, BPER

*

**

* Over 60% of total loan portfolio is assisted by collateral; 75.9% adding up personal

guarantees

** LTV of performing loans stock is 45.2% for Retail and 41.6% for Corporate

17

18

Outlook

Under current market conditions net interest income is expected to continue to

improve and it should also continue to benefit in terms of expense from easing

pressure on the cost of funding and in terms of income from the progressive

replacement of medium to long-term loans, made in the past at lower spreads

than those practiced at present

Resilient performance by fee and commission income is expected to continue

A further decrease in sovereign debt risk could allow positive results to be

achieved for trading and hedging activity again in the remaining part of the year

The downward trend for administrative expenses will continue, while the

performance of staff costs will depend on the final outcome of the renewal of the

national trade union contract

The slowdown in the pace of new defaults on loans recorded in the first quarter of

the current year allows expectations of an improvement compared to 2013 in

loan losses to be confirmed

Governance:

latest resolutions from the Shareholders’ General Meeting of May 2014

19

20

The updating of the Articles of Association...

Lists for the election of members of the Supervisory Board may be submitted by the following:

- at least 500 registered shareholders who represent at least 0.5% of the share capital;

- the outgoing Supervisory Board with a proposal supported by at least 500 registered shareholders representing

at least 0.5% of the share capital;

- collective investment undertakings (UCITS) that hold a total of at least 1% of the share capital and that

have the right to participate and vote in the Shareholders’ Meeting called to elect the Supervisory Board;

In the selection of the two majority and minority lists for the election of the Supervisory Board, maintenance of

the per capita voting principle accompanied by a premium mechanism for the appointment of Board Members,

which takes account of the total capital held by the registered shareholders who have voted for each list if it

exceeds 10% of the share capital.

A reduction in the number of members of the Supervisory Board from 23 to 17, with effect from the next

renewal of the Board and a reduction in the maximum number of members of the Management Board from 11

to 9, with the presence of senior managers of the Bank on that Board (this is already the situation for the

Management Board currently in office )

An increase in the requirements of professionalism for members of governing bodies with respect to those set

by the legislation and regulations in force and also the introduction of age limits for appointment to those

positions. As concerns the Supervisory Board, the majority of the members must be in possession of the

requirements of independence set forth in the Corporate Governance Code recommended by Borsa Italiana,

and a limit to the maximum number of terms of office is set for the senior appointments to that Board

the introduction of a videoconference in shareholders’ meetings and an increase in the number of proxies to

five for each registered shareholder, to promote participation to the General Meeting.

Quorum required to approve the amendments: 3,746 votes representing at least 20% of the total share capital Amendments approved by 6,870 votes in favour (98.4% of votes cast) representing 26.436% of the total share capital

MAIN AMENDMENTS

21

Annexes

Reclassified balance sheet: highlights

22

Annex 1

* Including €12 bln LTRO

Financial assets (AFS, HFT, FV, HTM) 22,568 21,841 23,238 3.0% 6.4%

Loans to customers 92,265 88,421 87,095 -5.6% -1.5%

Property, equipment and investment property 1,940 1,798 1,781 -8.2% -1.0%

Intangible assets 2,956 2,919 2,903 -1.8% -0.5%

of which: goodwill 2,537 2,512 2,512 -1.0% 0.0%

Tax assets 2,626 2,833 2,824 7.6% -0.3%

Other assets 1,089 931 773 -29.0% -17.0%

Total assets 130,396 124,242 123,983 -4.9% -0.2%

Net interbank position* 9,581 10,888 11,389 18.9% 4.6%

Due to customers 54,817 50,702 46,367 -15.4% -8.6%

Securities issued 43,862 41,902 44,478 1.4% 6.1%

Tax liabilities 748 756 908 21.4% 20.1%

Net worth attributable to the Parent 9,692 10,089 10,609 9.5% 5.2%

Non-controlling interests 830 842 816 -1.7% -3.1%

Profit for the period 26 251 58 119.7% -76.8%

Total liabilities and equity 130,396 124,242 123,983 -4.9% -0.2%

MAIN ASSETS ITEMSFigures in millions of euro

% annual

change

% quarterly

change31.03.201431.03.2013 31.12.2013

MAIN LIABILITIES AND EQUITY ITEMSFigures in millions of euro

% quarterly

change31.03.201431.03.2013 31.12.2013

% annual

change

23

Annex 2

Capital Ratios (Phased in, Basel III) as at 31 March 2014: Common Equity Tier 1

Ratio at 12.23%, Total Own Funds Ratio (TCR) at 17.72%

Capital ratios do not include retained profit

for the period

TCR ratio at 17.72% notwithstanding

recent reimbursement of Tier 1 securities

Figures in millions of euro31 Mar 14

Basel III

Common Equity Tier 1 Capital (before filters and transitional provisions) 7,842

Transitional provisions (minority interest) 383.3

Transitional provisions (AFS Reserve) -130.6

Common Equity Tier 1 Capital filters -5.2

Italian Govies filters 5.5

Common Equity Tier 1 (after filters and transitional provisions) 8,094.7

Common Equity Tier 1 regulatory adjustments -572.2

of which: negative elements for deduction excess of expected losses over

impairment losses -535.2

Common Equity Tier 1 7,522.5

Tier 2 capital before transitional provisions 3,688.0

Tier 2 instruments grandfathering 31.8

Tier 2 capital after transitional provisions 3,719.9

Tier 2 capital regulatory adjustments -346.0

of which: negative elements for deduction excess of expected losses over

impairment losses -356.8

Tier 2 capital 3,373.9

Total Own Funds 10,896.4

Credit risk 4,457.7

Market risk 103.5

Operational risk 359.1

Total prudential requirements 4,920.3

Risk weighted assets 61,504.1

Common Equity Tier 1 Capital Ratio 12.23%

Tier I (Common Equity Tier 1 + Additional Tier 1) Ratio 12.23%

Total Own Funds Ratio (TCR) 17.72%

24

Securities Portfolio Details*

Annex 3

* Analysis refers to a portfolio which excludes participations, some smaller portfolios and derivatives

** Fixed rate securities with asset swaps are considered as floating rate securities; securities in asset swap represent 84% of

floating rate securities as at 31st March 2014

Composition of the portfolio 31.03.2013 31.12.2013 31.03.2014

Government bonds 92.7% 93.2% 94.4%

Corporate bonds (mainly bank issues) 6.2% 4.6% 4.7%

Hedge funds 0.6% 0.6% 0.6%

Funds and shares 0.5% 1.6% 0.4%

Floating rate** 22.2% 20.4% 20.0%

Fixed rate 72.9% 74.5% 76.1%

Structured securities 3.7% 3.0% 2.9%

Shares, funds, convertible bonds 1.1% 2.2% 0.9%

Securities in euro 99.6% 99.7% 99.7%

Securites of the euro area 98.4% 99.6% 99.6%

USA securities 1.1% 0.0% 0.0%

Investment grade 98.4% 99.1% 99.0%

Average rating Baa1 Baa2 Baa2

BY TYPE OF

FINANCIAL

INSTRUMENT

BY FINANCIAL

PROFILE

BY CURRENCY

BY GEOGRAPHICAL

DISTRIBUTION

BY RATINGS (BONDS)

Asset Quality details

25

* As a percentage of total loans

Annex 4

LOANS TO CUSTOMERS - AS AT 31 DECEMBER 2013

GROSS EXPOSURE IMPAIRMENT

LOSSES € mln

NPLs (Sofferenze) 6.38% 2,448

IMPAIRED LOANS (Incagli) 5.51% 769

RESTRUCTURED LOANS 0.95% 122

PAST DUE 0.90% 24

TOTAL DETERIORATED LOANS 13.74% 3,362

€ mln %*

CARRYING AMOUNT

3.89% 3,437 41.60%

4.88% 4,314 15.12%

0.85% 751 13.94%

0.91% 811 2.83%

10.53% 9,312 26.52%

COVERAGE

RATIO %

TOTAL PERFORMING LOANS 86.26% 482 89.47% 79,109 0.61%

TOTAL LOANS TO CUSTOMERS 100% 3,843 100% 88,421 4.17%

5,885

5,083

872

834

12,674

79,591

92,265

€ mln %*

LOANS TO CUSTOMERS - AS AT 31 MARCH 2014

GROSS EXPOSURE IMPAIRMENT

LOSSES € mln

NPLs (Sofferenze) 6.61% 2,468

IMPAIRED LOANS (Incagli) 5.58% 824

RESTRUCTURED LOANS 0.97% 125

PAST DUE 0.75% 34

TOTAL DETERIORATED LOANS 13.91% 3,450

€ mln %*

CARRYING AMOUNT

4.07% 3,548 41.02%

4.88% 4,254 16.22%

0.87% 760 14.16%

0.75% 647 4.95%

10.57% 9,208 27.26%

COVERAGE

RATIO %

TOTAL PERFORMING LOANS 86.09% 462 89.43% 77,887 0.59%

TOTAL LOANS TO CUSTOMERS 100% 3,912 100% 87,095 4.30%

6,015

5,077

886

680

12,659

78,348

91,007

€ mln %*

Annex 5

Indirect Funding Evolution

26

Mix of AuM: breakdown by fund type in UBI Pramerica

Source: Assogestioni’s “PATRIMONIO GESTITO* aggregate

* Customers assets managed to which assets received for management under a mandate from other managers are added and from which assets

entrusted under mandate to other managers are subtracted. With reference to UBI Pramerica, as from June ‘12 Assogestioni includes again in this

aggregate the amounts managed by third parties, i.e. approx. € 4.6 bln managed by Prudential

31 Dec 2013 31 March 2014

Balanced; 17%

Equity; 13%

Flexible; 4%

Cash; 10% Bond; 56%

in bln€ Mar 13 Dec 13 Mar 14 Mar 14 vs Dec 13

AUM (excl bancassurance) 26.9 27.8 27.9 0.3%

Bancassurance 11.4 11.7 11.9 1.3%

AUC 30.6 32.1 33.6 4.7%

Total Indirect Funding 68.9 71.7 73.4 2.4%

Balanced, 21%

Equity, 13%

Flexible, 5%

Cash, 9% Bond, 52%