(Competencias del Banco Central del Uruguay (BCU).- Compete al BCU reglamentar y

Employees

In a context of continuing economic difficulty for Italy and the international market, in 2012 Intesa Sanpaolo action focused on:  reviewing the structures, internal processes and service models with a view to greater flexibility in the company organisation,

improving its strategic and operating efficiency;

 in-house management of revenue and rethinking of the structural costs model;

 seeking a new way of banking and staying on the market, enhancing sales efficiency and also thinking of “new careers” in answer to new demands expressed by customers.

In this scenario, during the year the human resources strategy:

 minimised the impact on the employment factor by means of an industrial relations system designed to maintain social cohesion, also through innovative, sustainable solutions able to further enhance the Group’s integrated welfare system;  maintained a strong investment in ongoing training and launched specific requalification projects;

 continued to promote merit and to guide professionalism through development opportunities for motivated and talented staff.

A determined, efficient action for increasing productivity is the strong commitment of all company members to finding agreed solutions to cost containment measures. This forms the basis for a new growth process to restore sustainable profitability levels and to create conditions that protect current and future employment.

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BREAKDOWN OF STAFF BY GENDER (%)

ITALY Men Women 50% 50% 37% 63% ABROAD

AVERAGE AGE OF STAFF BY POSITIONS HELD

Average age of staff group 42.8

ITALY

AVERAGE AGE OF STAFF

SENIOR MANAGERS

MIDDLE AND JUNIOR MANAGERS

CLERICAL STAFF ABROAD 44.5 39.1 51.0 43.2 47.7 44.7 41.9 37.3

Report on operations - Social and environmental responsibility

Staff breakdown by type of contract (%) Italy Abroad Total

Permanent contracts 98.1 91.3 96.0

Restart contracts - permanent 0.3 - 0.2

Non-permanent contracts 0.9 0.2 0.7

Apprenticeship contracts 0.6 - 0.4

New starter contracts - apprenticeship 0.0 0.0 -

New personnel contracts 0.1 8.5 2.7

Temporary workers (in Italy: Supply contracts and Project workers) -

(number) 138 207 345

Regarding employment, in 2012 the Group recruited 2,979 staff (467 in Italy and 2,512 abroad). At Group level the number of women reached 54% and the investment in the future through the introduction of new resources continued in line with company objectives confirmed as part of the Employment and Productivity Protocol signed with the trade unions.

As part of our recruitment policy, particular attention has been paid to seeking out human resources falling under the protected categories, both through monitoring resumes from orientation sessions and through cooperation with local associations to encourage access to employment by disabled categories.

Youth career guidance continued through ongoing cooperation with Italy’s major universities and business schools, particularly as part of the Masters Degree in Quantitative Finance and Risk Management of Bocconi University, with a number of study grants and placement opportunities awarded.

The “Jobs & Careers” section of the Group website is constantly updated in terms of content and functions.

Recruitments during the year (by type of contract) Italy Abroad Total

Permanent contracts 352 1,329 1,681

of which restart contracts 56 - 56

Non-permanent contracts 25 47 72

Apprenticeship contracts - - -

of which new starter contracts 74 1,124 1,198

New personnel contracts 16 12 28

The deterioration of the international economic situation and the new regulatory measures have meant that action was necessary both to recover revenue and to adapt to the new scenario of organisational structures burdened with surplus production capacity and excessive costs. Discussions inside the Intesa Sanpaolo Group continued on the basis of principles set out in the new national collective employment agreement: recovery of profitability, growth of productivity, support for employment and enhancement of generational solidarity, together with a compatible pay policy. The Employment and Productivity Protocol confirms this approach, taking on an important social aspect through a balance between social cohesion and the need to provide the markets with an indication of stability. On the one hand, the commitments confirmed the objectives already accepted in the July 2011 agreement, supporting the voluntary retirements previously agreed in addition to those regarding employment for young people. On the other hand, measures were agreed which focus on increasing productivity and efficiency (more flexible service and working hours, block on overtime) and cost-related action identified, in such a way as to limit the impact on employees (using up residual leave, reduction of service by 4 to 6 days in total over a 3-year period with approximately 60% of the related pay being disbursed from the Solidarity Allowance).

Innovative agreements have safeguarded the value of the company bonus with a formula that has allowed employees to choose between the traditional payment in cash or allowing the company to reimburse children’s school fees, integrated health services and/or supplementary welfare benefits also in favour of family members, with a view to enhancing the company welfare scheme.

Turnover rate Italy -3.98% Men -5.39% Women -2.53% Abroad -3.97% Men -2.76% Women -4.67%

The Group workforce turnover rate recorded a drop (-3.98%), in line with the structural action envisaged in the Business Plan. Innovative channels and tools have strengthened ongoing, transparent reporting to involve everyone who works in the Group, particularly the WEB TV of Banca dei Territori which on a daily basis proposes national and local topics useful for life in the company. A boost to integration and internationalisation was represented by the setup of the Extranet channel of the Corporate and Investment Banking Division for international colleagues. In support of environmental sustainability the Bank has made its

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house organ available online only. Listening action was developed once again this year by means of a climate analysis with 60% participation in Italy and through targeted initiatives that involved over 12,000 persons.

In 2012 Intesa Sanpaolo strongly boosted its policies regarding job placement within the Group for disabled persons, recruiting around 60 disabled persons and enhancing the special skills of individuals in relation to their role and to the level of complexity required by the Bank. The care with which Intesa Sanpaolo manages its inclusion practices, in partnership with the leading national organisations and associations, earned the Bank the Diversitalavoro Diversity&Inclusion Award.

The reference model for the governance of professional development is "ON Air", launched in 2011 with a pilot project in the Banca dei Territori Division and extended in 2012 to the Parent Company Head Office Departments, involving approximately 3,500 employees. Based on a self-candidacy system, the Professional Development Model integrates the HR management system for the selection of the most motivated and professionally skilled persons, and envisages the creation of Development Paths to encourage the most practical manner for achieving objectives. The distinguishing features of the model are the enhancement of diversity and the setup of “high-potential pools of talent”, i.e. staff that can guarantee that business needs can be covered efficiently. The Talent Pool includes around 100 Italian and international colleagues that during the year participated in and completed the Executive Program in Banking Management, in English, organised in cooperation with the Bocconi Business School.

For two years now, Performer has been the Group’s performance appraisal system in Italy and in a number of international structures of the Corporate Division. It forms part of the more generic process of the HR management and development process and is designed to enhance excellence, taking into consideration the different complexities of the work areas covered. In particular, the self-assessment phase allows staff to understand that they are the key players in their professional development, whilst the Manager’s assessment is drives and directs team performance and individual responsibility.

Again in 2012, the remuneration policies and incentive systems continued to pursue the objective of correlating variable remuneration to the extent of risk actually assumed, short term and long term, and of maintaining a sufficient level of capitalisation. Within the framework outlined above, the connection between individual leveraging and incentive mechanisms to better differentiate variable pay on a merit basis has been strengthened, without prejudice to compliance with the principle of symmetry between the incentives assigned and actual results achieved at corporate level.

Consistent with the strategic lines that govern Intesa Sanpaolo Training, 2012 was once again characterised by strong investment in the development of career skills, with ongoing training through the “Professional Academies” and the Pro Training Programmes dedicated to Branch roles and through specific requalification projects (e.g. the Esperti Bancassicurazione Project). Training has also sustained dissemination of the culture of excellence and responsibility with projects that have transversally involved the Group's managerial staff, focusing on topics of innovation, simplification and inter-generation. The “Etica d’impresa e Responsabilità sociale in Intesa Sanpaolo" project (Business ethics and social responsibility in Intesa Sanpaolo) was implemented and involved company members in an experience and territorial laboratory on corporate social responsibility issues. In 2012, listening to employees was once again the departure point for the constant improvement of training accessibility and efficiency. In fact, with the launch of the annual FREE 18 initiative, which makes CDs, books and audiobooks available to employees for use out of working hours, an ad hoc survey was proposed to staff that allowed the Bank to gather feedback from almost 35,000 people, in addition to the satisfaction questionnaires already envisaged in the standard efficiency measurement process. Lastly, special attention was given to innovation and to improving the accessibility and usability of the remote channels (e-learning, web TV, audio social network), used in the learning enhancement and improvement of mandatory training (ISPAD and ISVAP project). The focus on external/internal exchange and “contamination” continued with the “OFFicine Formative” Project, which today forms part of a service platform offered by the Group to develop new businesses and the employability of young people.

Training Italy Abroad

Training days during the year (classroom + distance learning) (*) 925,776 161,626

Training days per employee 14.0 5.6

(*) the figure excludes the use of Web TV

Risk assessment of the health and safety of employees in the workplace is the mission of the Prevention and Protection Department, which has created a management system to implement a health and safety policy in compliance with the requirements defined in the most important national standards (UNI EN ISO 9001 - UNI - INAIL ISPESL).

The risk management activities are divided into several steps that offer: risk identification, identification of prevention and protection procedures, definition of a plan of action by the company departments involved in its implementation, followed by the actual implementation of the planned action.

In 2012 over 5,000 site visits were performed at the Group’s organisational units in order to update the risk assessment. After this activity, the “Risk Assessment Document” was updated for each bank and company in the Group in Italy. After consulting the Workers’ Representatives in charge of safety this was made available to all staff. The methodology adopted to assess work-related stress involves two macro-steps: a preliminary assessment (now completed for the first time for all Group companies) and where appropriate a more in-depth assessment (launched in consultation with the “Devoto” Occupational Health Clinic of the University of Milano, for certain specific and uniform groups of workers for which scientific literature indicates a potentially strong exposure. The application of this method was performed by a special multi-business work group which planned, coordinated and applied the entire assessment procedure envisaged. Analysis of the indicators has so far shown no overall organisational conditions that could result in a significant presence of work-related stress and has identified areas for improvement and control to raise the levels of wellbeing. For the areas in question, the result is consistent in quality terms with a reading of the effect indicators pointed out in the Epidemiology Reports on staff subject to health monitoring in the period 2008-2011. In anonymous and aggregate format the report summarises the data obtained from health records prepared by company doctors during check-ups and processed by the Occupational Medicine Department of the University of Milano.

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The working population examined at that time (over 4,000 employees) showed a good to excellent state of health (91%) and no employee was judged to be in a poor state of health, whilst those with mediocre/fair health amounted to 9% and with a disorder/illness frequency lower than that of the general population. With regard to the clinical conditions most associated with activities involving VDT (visual disorders, muscular-skeletal system disorders, work-related stress) the picture emerging was essentially positive and unchanged compared to the previous epidemiology report. As regards aspects relating to improving the health of the population examined, in particular smoking and drinking habits, the picture was again essentially positive compared both to the previous epidemiology report data and to ISTAT figures.

Total accidents throughout the year Italy Abroad Total

Total accidents throughout the year 905 137 1,042

Accidents inside the company 225 36 261

Accidents outside the company 680 101 781

Percentage of accidents out of the total number of employees 1.4 0.5 1.1

In the “miaformazione” section of the company Intranet, a dashboard has been set up to cover all company training courses on occupational health and safety, including the e-learning course “tutti al sicuro” (All Safe). In addition to support and training dedicated to prevention, screens describing the training courses and WebTV programmes, learning materials, info-training support media are provided.

The dashboard now also offers “In-forma al pc: pillole formative sullo stretching alla scrivania”, useful hints and tips on keeping fit and performing short, useful preventive exercises to protect personal physical health while at the PC. Around fifty ideas will be identified in partnership with the Qualified Physician Coordinators of the Intesa Sanpaolo Group and will gradually be made available.

Post-robbery support activities continued with help from specialists at University of Milano. The support, arranged after voluntary consent obtained in advance from the interested parties, was provided by the company doctor and - in cases considered more critical (given the dynamics of the event) - also by a psychologist.

In 2012 no corporate liability was confirmed in any of the three case types listed below:  deaths of permanent staff in the workplace in which corporate liability was confirmed;

 serious accidents in the workplace resulting in serious or very serious injury to permanent staff in which corporate liability was confirmed;

 charges related to occupational diseases from employees or former employees and cases of mobbing in which corporate liability was confirmed.

Customers

In a context of economic crisis, Intesa Sanpaolo has continued to guarantee innovative financial solutions to meet the needs of the general public in special situations of hardship or in emerging social classes such as the young and immigrants. Firstly, continued implementation was guaranteed for the “Household Plan” promoted by the Italian Banking Association and the major consumer associations, which allows the suspension of home mortgage repayments for 12 months. In July 2012 the Bank adopted the new memorandum of understanding “Household Path”, which defines a harmonised series of subsidies for households (house purchase, birth of children, etc.) and - in implementation of the “Decreto Salva Italia” – quickly launched a Basic Account with limited operations and no fees for people in situations of particular hardship. By the end of December, 2,315 Basic Accounts had been opened by customers.

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For people over age 60 a range of subsidised products have been developed, including a new savings book and a named, rechargeable prepaid card that links typical current account services to the customer’s payment card functions.

The environmental and social emergencies of 2012 also saw Intesa Sanpaolo working alongside households and economic operators. In total, 350 million euro were allocated with particularly favourable terms to finance the restoration of homes and buildings hit by the earthquake in Emilia Romagna and by the floods that affected Toscana, Umbria and Alto Lazio.

A special focus was reserved for the very young, for which special subsidies and dedicated promotion were arranged to facilitate their approach to banking products. Superflash is the umbrella brand for customers in the 18-35 age range with dedicated services, special initiatives and its own web site and branches. The products include an account with no annual fee for the 18-26 age class, a loan with no application fees and stamp duties, savings products with limited operating costs compared to traditional investment plans, a mortgage with dedicated rates, no application fees and a policy free of charge for employees with non- standard contracts which commits the insurance company to the payment of the monthly mortgage repayments in the event of job loss.

With the aim of encouraging integration and financial inclusion of non-Italians, Intesa Sanpaolo further developed the money transfer service established after the agreement signed with Western Union in 2011. To further decrease remit execution costs in certain destination countries, given the longer times involved, the Next Day service was launched, flanked at the beginning of 2013 by the new Express to Family service which, as a result of bilateral agreement with a number of the Group’s banks abroad, allows money to be sent at the same cost as a credit transfer in Italy. The service is also available to non-customers performing the transactions in cash at rates that are still convenient.

Also with regard to businesses, dialogue continued with the SMEs in order that the Bank could work alongside them on a path to overcome the crisis. Intesa Sanpaolo was party to major agreements between associations and institutional organisations: the agreement with Confindustria Piccola Industria of November 2011 which makes a credit line of 10 billion euro available for investments in strategic areas in support of the competitiveness of Italian companies.

Also important was the signing in 2012 of the “New measures relating to credit for SMEs", the institutional agreement that envisages the option of suspending mortgage and leasing repayments, extending mortgages, bank advances and leasehold property loan due dates, and the granting of loans related to increasing the equity achieved by small and medium enterprises. In support of a specific sector of the Italian economy particularly hard hit by the economic crisis, Intesa Sanpaolo also implemented an agreement with ANCE (the National Association of Construction Companies) which provides ANCE members with a credit line of 2 billion euro to develop construction projects, with specific focus on enhancing the value of and renovating existing real estate assets.

Aware that the relaunch of companies’ competitiveness can make use of the synergies offered by innovative business combination tools, Intesa Sanpaolo has optimised a service model dedicated to the creation of business networks. To encourage these synergies, the work of a team of specialists operating in each of the Bank’s regional governance centres continued with its task of facilitating dialogue between the Bank and businesses. A “National Observatory” and Regional Laboratories were created that aim to understand the phenomenon of business networks, disseminate accurate information on its developments and strengthen the Group’s supply model.

On the issue of support to innovation, the Intesa Sanpaolo Start Up Initiative continued, now consolidated in Italy as one of the most important initiatives in the promotion of innovative start-ups, promoting the bringing together of innovators and financing partners. In three years it has reached 50 editions, increased the number of countries, technologies and business sectors, developed partnerships worldwide with the Global Venture Competition of Berkeley University and in Italy with the Università Cattolica/Altis and the San Michele Valore Impresa association.

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RETAIL CUSTOMERS BY ACCOUNT SENIORITY (YEARS)

Average account seniority Italy: 13.36 Average account seniority abroad: 8.76

ITALY 0-1 Years 2-4 Years 5-7 Years 8-10 Years 11-20 Years > 20 Years ABROAD GROUP 22.08% 10.19% 8.20% 9.39% 12.39% 21.30% 15.96% 10.53% 21.12% 14.77% 8.35% 19.02% 12.62% 36.47% 26.83% 32.61% 3.53% 14.65%

Report on operations - Social and environmental responsibility

Also well worth mentioning is the Nova+ financing programme which supplements the traditional credit rating analysis with a technical and business assessment of the investment plans, conducted by a Mediocredito Italiano team of engineers specialised in