Evaluación de la eficiencia de la operación y mantenimiento

The first securitisation transaction was completed in the final months of FY 2006 and involved the disposal without recourse of performing loans, comprising mortgages to individuals, to a newly formed SPV (Voba Finance s.r.l.). To finance loan purchases, Voba Finance s.r.l. collects funds on the capital market through the issue of negotiable securities.

The key objective is to obtain liquidity under favourable conditions. By securitisation the objectives achieved are the opposite of those involved in the issue of bonds. In the second case, capital is traded for the entire duration of the loan as a substantial guarantee to subscribers, whereas in the former case the capital is freed up, turning the previously traded loans into cash.

For the securitisation transaction we undersigned a specific servicing contract with the SPV Voba Finance S.r.l. to coordinate and supervise the management and administration of the securitised mortgages, along with credit collection in the event of default by the debtors. An ad hoc credit control system was arranged for the securitised loans to guarantee constant and timely monitoring. The agreement calls for the payment of an annual fee for the servicing performed and compensation for every file subject to credit collection.

It should be specified that the role of servicer is provided from within the company structure, i.e. by the Credit Management Service, reporting to the central financial services department. Monthly and quarterly reports are prepared and issued to the counterparties indicated in the servicing agreement, and copied to central management.

With regard to credit risk management, however, reference should be made to the general Bank activities relating to credit management.

Acting not only as originator but also as servicer, we maintain relations with the customers transferred.

The portfolio subject to disposal had the following characteristics:

- SPV: VOBA Finance S.r.l.

- Bank interest in the SPV: 0%

- Loans disposal date: 30.09.2006

- Type of loans transferred: Mortgages - Status of loans transferred: Performing

- Guarantees on loans transferred: Mortgages at first to sixth degree

- Geographic area of loans transferred: Northern Italy - Business of debtors transferred: Individuals - Number of loans transferred: 4,014

- Price of loans transferred: 378,249,095.23 Euro - Par value of loans transferred: 378,249,095.23 Euro

The transaction arranger, appointed by the originator, was the Milan branch of Natixis S.A, Paris. The appointed rating agency for the transaction was Moody’s Italia S.r.l. – Milan and Fitch Ratings of London. Cash manager and calculation agent tasks were performed by Deutsche Bank AG, London, whilst Deutsche Trustee Company Limited, London acts as representative of the noteholders.

The characteristics of the securities issued and listed on the Dublin stock exchange are as follows:

Tranche Fitch/Moody’s rating Percentage Total (in Euro)

Class A1 AAA/Aaa 17.00% 64,300,000 Class A2 AAA/Aaa 78.00% 295,050,000 Class B A/A2 1.50% 5,650,000 Class C BBB/Baa2 1.50% 5,650,000 Class D (*) - 2.00% 7,600,000 Total 100.00% 378,250,000

* Class D subscribed by the Banca Popolare dell’Alto Adige

To guarantee a sufficient liquidity margin for the SPV, we stipulated a subordinated loan agreement with Voba Finance S.r.l. for a total of 30,000,000 Euro as cash reserve, with repayment at market rates.

As an additional guarantee, a swap transaction was arranged with a leading institutional investor. As coupons become payable the Bank collects the average capital return at a market interest rate. The counterparty, on the other hand, guarantees the interest actually collected for that period. There is a speculative arrangement between the SPV and the same institutional investor. From this, the SPV recognises the actual interest collected for the period and receives the return on the underlying capital at market interest rates, used to pay the coupons on securities issued.

Until the end of 2010 the SPV Voba Finance S.r.l. made full repayment of class A1 securities and part repayment of class A2 securities, as at 31/12/2010 totalling 125 million Euro (Pool factor 0.4233049).

Voba Finance N.2

In the last few months of 2008, Banca Popolare dell’Alto Adige completed a second securitisation transaction involving the disposal without recourse of performing loans, comprising mortgages to individuals and companies, to a newly formed SPV (Voba Finance N.2 S.r.l.). Voba Finance N.2 S.r.l. financed the loans purchase by the issue of negotiable securities fully subscribed by the Bank.

The key objective is to create a wider base for refinancing through the European Central Bank, and the transaction also offers the option of placing securities on the capital market at better future conditions.

For this securitisation transaction a specific servicing contract was signed with the SPV Voba Finance N.2 S.r.l. under the same terms as for the first securitisation.

With regard to credit risk management, however, reference should be made to the general Bank activities relating to credit management.

Acting not only as originator but also as servicer, we maintain relations with the customers transferred.

The portfolio subject to disposal had the following characteristics:

- SPV: VOBA Finance N.2 S.r.l.

- Bank interest in the SPV: 0%

- Type of loans transferred: Mortgages - Status of loans transferred: Performing

- Guarantees on loans transferred: Mortgages at first to sixth degree

- Geographic area of loans transferred: Northern Italy

- Business of debtors transferred: Private individuals and companies

- Number of loans transferred: 1,845

- Price of loans transferred: 304,128,167.83 Euro - Par value of loans transferred including accruals: 304,128,167.83 Euro

The transaction arranger, appointed by the originator, was BNP Paribas Corporate and Investment Banking, Italy branch, Milan. The rating agency appointed for the transaction was Moody’s Italia S.r.l., Milan. The cash manager was Banca Popolare dell’Alto Adige, whilst representative of the noteholders and calculation agent tasks were performed by Securitisation Services S.p.A., Conegliano, Treviso province.

The characteristics of the securities issued and listed on the Luxembourg stock exchange are as follows:

Tranche Fitch/Moody’s rating Percentage Total (in Euro)

Class A AAA/Aaa 80.60% 245,150,000

Class B A/A2 16.40% 49,900,000

Class C - 3.00% 9,079,000

Total 100.00% 304,129,000

All securities issued were subscribed by Banca Popolare dell’Alto Adige and thus the statement of Voba Finance N.2 data is omitted from the following tables in accordance with the instructions in circular 262. It is however pointed out that the collections made during the year amount to 15 thousand Euro of impaired exposures and 28,662 thousand Euro of performing loans (table C.1.7). A swap transaction was arranged as an additional guarantee.

Until the end of 2010 the SPV Voba Finance S.r.l. made partial repayment of class A1 securities and part repayment of class A securities, as at 31/12/2010 totalling Euro 184 million (Pool factor 0.7512524).