Identificación De Las Vulnerabilidades

(Consob recommendation No. 97001574 of 20th _{February 1997)}

In compliance with recommendation No. 97001574 issued by the Italian securities market authority (Consob) on 20th _{February 1997, the de jure and delegated powers of the corporate}

bodies and General Management of Unione di Banche Italiane Scpa. are set out below.

SUPERVISORY BOARD

The Supervisory Board is composed of 23 members appointed by a Shareholders' Meeting chosen from among registered shareholders possessing the necessary qualities, namely integrity, professionalism and independence as required by the legislation in force. At least 15 of the members of the Supervisory Board must be in possession of the requirements of professionalism required by the legislation currently in force for persons who perform functions as administrators of banks. In particular, at least three members of the Supervisory Board must be chosen from among persons enrolled in the Registro dei

Revisori Contabili (register of auditors) who have practiced as legal certifiers of accounts for a period of

not less than three years. They remain in office for three financial years.

The Supervisory Board meets, upon notice by the Chairman, at least every 60 days; the meetings take place alternating between the city of Bergamo and the city of Brescia, and once a year in the city of Milan.

The meetings are considered as being validly held (i.e. a quorum is present) if the meetings are attended by the majority of the Board Members in office. The Board passes resolutions where the absolute majority of the members attending the meeting (resolution quorum) casts a favourable vote, except for those cases where the by-laws prescribe higher quorums.

In addition to matters reserved to it by law, the corporate by-laws reserve to the Supervisory Board, on proposal of the Management board, the power to decide the general strategic policies and programmes of the Company and of the Group and to grant authorisations for industrial and/or financial plans and the budgets of the Company and of the Group prepared by the Management Board, as well as authorisations for strategic operations, while the latter, nevertheless, takes responsibility for the actions it takes. In addition, the Supervisory Board has the power to decide authorisations for the following:

(i) proposals for transactions on the share capital, issuing convertible and cum warrant bonds in the Company’s shares, mergers and splits;

(ii) proposals for amendments to by-laws;

(iii) purchases or transfers by the Bank and by its subsidiaries of controlling interests in companies with important strategic value or with greater than a predetermined value, as well as the purchase or sale of undertakings, business en-bloc, lines of business with an important operational and/or strategic value;

(iv) strategically important investments and/or divestments and/or involving commitments for the Bank where the overall amount exceeds a predetermined amount for each transaction;

(v) signing commercial, co-operation or shareholders’ agreements of strategic importance, without prejudice to the fact that the authorisation of the Supervisory Board on the operations indicated in the above-mentioned list shall not be necessary if they are operations specifically contemplated in the industrial plans already approved by the Supervisory Board.

Further powers of the Supervisory Board include the power to determine the following:

a) policies relating to cultural and charitable initiatives as well as to the image of the Bank and the Group, with a special reference to the valorisation of the historical and artistic legacy, verifying that the initiatives programmed meet the aims decided;

b) mergers and splits set forth in Art. 2505 and 2505-bis of the Italian Civil Code;

c) the opening and closing of secondary offices;

d) the decrease in the share capital if a shareholder withdraws from the Bank;

e) amendment of the by-laws to comply with legislation, subject to consultation with the Management Board.

In addition to promoting the activity of the Board, the Chairman of the Supervisory Board, consistent with the functions attributed to the Board itself, plays a significant role:

- in supervising and activating procedures and auditing systems concerning the activity of the Bank and of the Group, this also by requesting and receiving information from the person in charge of drawing up the corporate accounting documents and from the persons in charge of the different functions concerned;

- in the relationships between the Supervisory Board and the Management Board, ensuring the efficient co-ordination of the actions of the corporate bodies.

The Chairman of the Supervisory Board convenes – on his own initiative and, in any event, in the cases prescribed by the law or the by-laws – and chairs the meetings of the Board itself, setting the agendas, also taking account of the proposals formulated by the Senior Deputy Chairman and the other Deputy Chairmen and ensuring that adequate information about the topics contained on the agenda are provided to all the members of the Supervisory Board.

The following internal committees have been formed from within the Supervisory Board: the Appointments Committee composed of the following Supervisory Board members: Gino Trombi - Chairman

Giuseppe Calvi Carlo Garavaglia Mario Mazzoleni Giovanni Bazoli Alberto Folonari

with proposal making functions, called upon to identify, according to the case, candidates for appointment by shareholders’ meetings to the post of supervisory board member of the Bank, inclusive of candidates to senior “apical” positions (i.e. Chairman and Senior Deputy Chairman of the Supervisory Board of the Parent Bank) and candidates, for appointment by the Supervisory board, to the posts of Deputy Chairman of the Supervisory Board and member of the Management Board of the Bank, including candidates to “apical” positions (i.e. Chairman and Deputy Chairman of the Management Board and Chief Executive Officer of the Bank).

The Appointments Committee also identifies candidates for the posts of member of the boards of directors and statutory boards of auditors of the principal banks controlled by UBI Banca;

the Remuneration Committee composed of the following Supervisory Board members: Alessandro Pedersoli - Chairman

Giuseppe Calvi Giuseppe Lucchini Toti S. Musumeci Alberto Folonari

with the function of making proposals to the Supervisory Board for the remuneration

- of the Chairman, the Senior Deputy Chairman, the Deputy Chairmen and those Members of the

Supervisory Board who have been assigned particular responsibilities, powers or functions under the by-laws or by the Supervisory Board itself;

- of members of the Management Board;

- of the Chairman and the Deputy Chairman of the Management Board and those members of the

Management Board who have been assigned posts, duties or powers or who have been appointed to committees.

The Committee is also required

- to express an opinion on the remuneration of the senior management of the Bank and of the

governing and control bodies of the main subsidiary banks;

- to define the guidelines for the determination by the relative bodies concerned of the remuneration of the senior management of all the subsidiaries and the governing and control bodies of the other subsidiaries;

the Internal Control Committee composed of the following Supervisory Board members: Sergio Pivato - Chairman

Luigi Bellini Mario Cattaneo Carlo Garavaglia Italo Lucchini

with the task of assisting, with investigative, consultative and proposal making functions, the Supervisory Board in its responsibilities with regard to the system of internal control which concerns all corporate sectors and structures with regard to: their appropriateness to ensure constant and continuous monitoring of risks; the effectiveness and efficiency of corporate processes; protecting the value of assets and protection against losses; the reliability and integrity of accounting and management information; compliance of operations with both policies established by corporate governing bodies and internal and external regulations.

The committee performs its tasks ordinarily by obtaining information from the Chief Executive Office, the General Manager, the executive board member responsible for supervising the functionality of the internal control system, the senior manager responsible for internal control who is the manager responsible for internal auditing who reports fully and continuously to the Internal Control Committee, the senior executive officer responsible for preparing corporate accounting documents, the

independent auditors and from the results of the activities of the specific committees formed by the Supervisory Board and by the Supervisory Body in accordance with Legislative Decree No. 231/2001. In order to provide constant information on the main management events, a member of the Internal Control Committee attends meetings of the Management Board on a rotating and non voting basis and reports to the other members of the committee at its next following meeting. When necessary the committee also uses all other channels of information required to perform its activities, also making use, if considered appropriate, of support from outside consultants.

the Accounts Committee composed of the following Supervisory Board members: Mario Cattaneo

Carlo Garavaglia Federico Manzoni Sergio Orlandi

with the function of assisting the Supervisory Board with issues concerning the accounts and with a more efficient distribution of tasks and commitments between the various bodies within the Supervisory Board.

MANAGEMENT BOARD

The Management Board is composed of 10 members appointed by the Supervisory Board.

The members of the Management Board are appointed for a period of three years and may be re- appointed. The following rules apply:

(i) at least one of the members of the Management Board must hold the requirements of independence set forth in Art. 148, paragraph three of the Legislative Decree No. 58 of 24th February 1998;

(ii) at least the majority must have at least three years experience in management and/or professional activities in financial and/or securities and/or banking and/or insurance institutions in Italy or abroad.

The Management Board meets at least once a month, as well as at any other time the Chairman shall deem it convenient or when requested by 5 members. The meetings take place alternating between the city of Bergamo and the city of Brescia and once a year in the city of Milan. In general and unless the relative resolution must be passed by qualified majorities, the meetings of the Management Board will be considered as being validly held if they are attended by more than half of the members in office. The resolutions of the Management Board are passed by manifest voting, with the favourable vote of the majority of the members attending, except for the following decisions for which the by-laws require larger quorums:

a) proposals, to be submitted to the attention of the Supervisory Board for the subsequent approval by an Extraordinary General Meeting, of by-law amendments;

b) total or partial transfer of the shareholdings held in the following companies: Banca Popolare Commercio e Industria S.p.A., Banca Popolare di Bergamo S.p.A., Banca Popolare di Ancona S.p.A., Banca Carime S.p.A., Centrobanca S.p.A., Banco di Brescia S.p.A. and Banca Regionale Europea S.p.A., as well as the setting up of any kind of encumbrances on their shares;

c) determining the vote to be given in the meetings of the companies listed under b) convened for the approval of increases in share capital excluding the right of option (upon payment or for contribution in kind), issuing convertible bonds or bonds with warrant, excluding the right of option, that involve, if subscribed, the loss of control by the Bank;

d) determining the vote to be given in the meetings of the companies mentioned above under b) convened for deciding on the merger through incorporation into the Bank or into other companies, their transformation, splitting, early winding-up, changes in the business purpose, name change or relocation of the registered office out of the municipality in which they are currently located, the

transfer to third parties not forming part of the group of the banking company or of a substantial part of it;

e) appointing to the office of member of the Board of Directors and of the Board of Auditors of the companies listed in b), in the respect of the proposals of the Appointments Committee if provided;

f) assignment, if considered appropriate, of one member of the board to supervise the functions of the internal control system.

Besides the powers that cannot be delegated by law, the by-laws assign numerous exclusive duties to the Management Board, strictly connected with the management functions and the organisation of the Bank, although some of them may be subject to approval by the Supervisory Board.

The Management Board reports to the Supervisory Board on general management trends and on the most important operations, for what concerns size and characteristics, carried out by the Bank and its subsidiaries and it reports in any case on the operations in which the members of the Management Board have an interest on their own account or on behalf of third parties. The communication is made during the meetings of the Supervisory Board and in any case, at least quarterly; it may be provided also in writing.

The Chairman of the Management Board, who acts as the Bank's legal representative and authorised signatory, performs the tasks that are typically carried out by the Chairman of the Bank’s governing body and which he performs by liaising with the other by-law regulated bodies, if necessary.

The Chairman of the Management Board and the Deputy Chairman of the Management Board – called to perform the functions of chairman in the event that the Chairman is absent or unable to act – are appointed by the Supervisory Board upon proposal of the Appointments Committee.

The Management Board is responsible for assigning and revoking the powers of the Chief Executive

Officer; in accordance with the by-laws, the identification of the member of the Management Board to whom the powers are to be assigned must be performed upon the proposal of the Supervisory Board, decided in turn, subject to the designation of the Appointments Committee.

In its meeting of 2nd _{April 2007, the Management Board, in observance of by-law regulations in force,}

assigned the following powers and duties to the Chief Executive Officer:

- to supervise the management of the Bank and of the Group;

- to take care of the strategic co-ordination and the management control of the Bank and the Group;

- to take care of the implementation of the organisational and business structure determined by the Management Board and approved by the Supervisory Board;

- to determine the working directives for the General Management;

- to supervise the integration of the new Group, consulting and involving the Deputy Chairman and the Management Board;

- to submit to the Management Board the management policies, the industrial and strategic plan,

the budget and take care of their implementation by means of the General Management;

- to propose the budgetary policy and the policies on optimisation when using and enhancing

resources and to submit the draft financial statements and the periodical statements to the Management Board;

- to propose the appointments of the corporate top management of the Group to the Management

Board, in agreement with the Chairman and Deputy Chairman of the Management Board and after hearing the General Manager;

- to promote integrated risk management.

The Chief Executive Officer reports quarterly to the Management Board and to the Supervisory Board on operating performance and its foreseeable developments and on the most important operations performed by the company and its subsidiaries. He also reports monthly to the Management Board and at least every 60 days to the Supervisory Board on the main accounting results of the Bank, its main subsidiaries and the Group.

In its meeting of 15th _{June 2007, the Management Board, appointed on the basis of its powers under Art.}

43bis of the by-laws, the board member Alfredo Gusmini with responsibility to oversee the operation of

the internal control system with the task – to be carried out in close co-operation and agreement with the Chief Executive Officer and the General Manager – of supervising the promotion and implementation of an internal control system that is adequate for the Bank and its Group in terms of effectiveness and efficiency.

The Management Board then proceeded in its meeting of 13th _{July 2007, to form the Supervisory Body}

in accordance with Legislative Decree No. 231/2001, which is currently composed as follows: - an external professional in the person of the criminal lawyer Roberto Magri

- the head of the Internal Auditing Area – Francesco Rota Conti;

- the head of the Human Resources and Organisation Macro Area – Graziano Caldiani - the head of the Legal and Corporate Affairs Macro Area – Ettore Medda

- the member of the Supervisory Board Federico Manzoni - the member of the Supervisory Board Giorgio Perolari

As concerns the General Management, the by-laws provide for the appointment, by the Management

Board, of a General Manager, a Joint General Manager as well as the right to appoint one or more Deputy General Managers, in accordance with the organisation chart established by the Management Board itself, which will determine their powers.

In its meeting of 2nd _{April 2007, the Management Board, in observance of the provisions of the by-laws,}

assigned the following functions and responsibilities to the General Manager:

- he is the chief operational officer;

- he is the head of the personnel;

- he generally (unless otherwise indicated by the administrative bodies responsible) sees that the decisions taken by the Management Board and the Chief Executive Officer are implemented;

- he manages everyday business in compliance with the policies laid down by the governing bodies;

- he attends Management Board meetings with an advisory vote;

- he co-ordinates the operations of the bank and the Group.

In its meeting of 17th _{April 2007, the Management Board proceeded to appoint Elisabetta Stegher head of}

the Administration Area of the Bank as senior executive officer responsible for preparing the company accounting documents under Art. 154 bis of Legislative Decree No. 58/1998.