Signed an agreement for the disposal of the majority share capital of ICBPI

With reference to the press release published to the date hereof by Istituto Centrale delle Banche Popolari Italiane S.p.A. (“ICBPI”) – attached herewith – with respect to the execution of a preliminary share purchase agreement amongst Mercury Italy S.r.l. (an investment vehicle owned indirectly by funds advised by Bain Capital, Advent International and Clessidra Sgr), as purchaser, and Credito Valtellinese S.c., Banco Popolare S.c., Banca Popolare di Vicenza S.c.p.A., Veneto Banca S.c.p.A., Banca popolare dell’Emilia Romagna S.c., Iccrea Holding S.p.A., Banca Popolare di Cividale S.c.p.A., UBI Banca S.c.p.A., Banca Popolare di Milano S.C.r.l., Banca Sella Holding S.p.A. and Banca Carige S.p.A., as sellers, for the sale of 85.79% of the share capital held by the sellers in ICBPI, Banca popolare dell’Emilia Romagna S.C. communicates:

• that it undertook to sell 9.14% of ICBPI share capital and that from an accounting point of view the transaction would imply a) a gain, net of the fiscal effect, of c. € 162m assuming a comprehensive consideration of € 2,150m and a proportional allocation of the price amongst the sellers b) a gain, net of the fiscal effect, of c. € 149m assuming a comprehensive consideration of € 2,000m and a proportional allocation of the price amongst the sellers;
• that the transaction will have a positive estimated impact on Common Equity Tier I ratio, considering the financial statements as of 31 march 2015, of c. 40 basis points;
• that upon the sale above it will hold a shareholding equal to 1.5% of ICBPI’s share capital.

Completion of the sale is subject to the approval of the competent authorities.

Seller banks were assisted by Equita SIM S.p.A. and Mediobanca - Banca di Credito Finanziario S.p.A. as financial advisors and by Studio Lombardi Molinari Segni as legal advisor.

 in qualità di advisor finanziari e dallo Studio Lombardi Molinari Segni in qualità di consulente legale.