Notification of merger between Veneto Banca Group - BIM Group by ldc79916

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									Press release

Montebelluna, 19 gennaio 2009



Notification of merger between Veneto Banca Group - BIM Group - COFITO
The agreement between BIM Group Co.Fi.To. (holding company of Banca Intermobiliare di
Investimenti E Gestioni) and the Veneto Banca Group: finalising the agreement drawn up in June
2008.


BIM acquires 67.283% of the capital of Intra Private Bank; Veneto Banca Holding is the new
partner of Co.Fi.To. with a stake equal to 40% of the capital.

Turin/ Montebelluna, 16 January 2009

Following issue of the necessary authorization, the BIM Group Co.Fi.To. (holding company of
Banca Intermobiliare di Investimenti E Gestioni) and the Veneto Banca Group have today
concluded the sale and purchase of company shares as per the deal reached on June 6 2008. More
in detail:

1. BIM has bought controlling interest equal to 67.283% of the capital of Intra Private Bank (“Intra
PB”), a banking network which has a specialist distribution network of over 120 private bankers
spread throughout the country. The value of the purchase is 38.4 Million Euros, with payment
being derived expressly from free capital.

As of today, the Parties have stipulated a shareholder agreement relating to the corporate
governance of Intra PB, which stipulates (with a resolution of the Shareholder meeting, fixed for
mid-February 2009) that the Board of Directors shall be made up of 7 members, 4 of whom to be
selected by BIM and the Audit Committee and will include two statutory auditors and one alternate
auditor nominated by the new holding company.

For the main economic and financial details relating to the last financial year of Intra PB, consult
the balance for year 31.12.2007 available from the corporate website.

2. Veneto Banca Holding (“VBH”) has bought a share equal to 40% of the capital of Co.Fi.To.. The
value of the operation has been agreed at 169 Million Euro, which the sellers (the families Segre,
D’Aguì, Scanferlin and Giovannone, all of whom have been long-term shareholders in Co.Fi.To)
have committed to the purchase of VBH shares with a value of 88.8 Million Euros, of subordinate
notes issued by the same VBH with a value equal to 20.1 Million Euros and of a stake equal to
24% of the Banca Italo Romena - BIR (a company owned by Veneto Banca Group) with a value
equal to 60 Million which will be increased by 4.5 Million Euros ahead of the planned increase in
capital carried out subsequently as per the agreement.

As provided for in the deal reached last June, the Shareholder meeting of Co.Fi.To. has nominated
three Board Directors (out of a total of 7 members) and chairman of the Audit Committee as
indicated – as per the agreement, by VBH.

VBH and the sellers have also stipulated as of today a shareholder agreement which acknowledges
the abovementioned understandings dealing with the governance of Cofito and BIM which is under
its control.

The terms of the previous shareholder agreement remain the same with which the
abovementioned long-standing shareholders of Cofito SpA, from the moment of the signing of the
agreement with the partner VBH and in function of that agreement, are bound to present and to
vote in by mutual consent a unique list of candidates selected by the Board of Directors and the
Audit Committee of the company.
Press release

Montebelluna, 19 gennaio 2009



It should also be remembered that as of 7th January the Board of Directors of BIM approved the
nomination of Prof. Roberto Ruozi as member of the Board representing the Veneto Banca Group
and that another member will be nominated from the same group within six months of today’s
date.

The information document relating to the acquisition of Intra PB Pursuant to articles 71 and 71 bis
of Consob Regulation 11971/99 will be made available under the terms and according to the law.

The completion of this operation heralds the beginning of the executive phase of the agreement:
maintaining each organisation's autonomy, the two banking groups will offer clients the products
and services of its partner, as a full partnership between a traditional-style bank – characterized by
strong connections with the local community and also by a project of domestic and international
growth – and a banking group which specialises in private banking and asset management.

“The cooperation with Veneto Banca,” said Pietro D’Aguì, CEO of BIM, “represents for the BIM
Group an opportunity for further development into private banking and asset management. I am
convinced that during this highly critical period on the financial markets we can be of great service
to the clients of Veneto Banca by using our traditional specialist skills."

“Veneto Banca Group is extending its area of influence. Through a series of recently concluded
operations, our brand is now present throughout the most significant regions of Italy,” said
Vincenzo Consoli, CEO of Veneto Banca Holding. “During this period of growth, the agreement with
BIM takes on particular strategic relevance. Through this, in fact, we can offer the private banking
segment of our clients a higher quality of service, thanks to the vast experience which BIM brings."

In defining the operation, the Veneto Banca Group was assisted by the Barel, Malvestio and
Associates Solicitors. Banca Intermobiliare was assisted by Ferreri and Associates Solicitors.

******************************************************

Banca Intermobiliare, founded in Turin in 1981 has been quoted on the Stock Exchange since
1991. Its principle business is in the sectors of Private Banking, Asset Management and Corporate
Finance.

With a network of 200 Relationship Managers present in over 30 cities throughout Italy, BIM offers
its private and institutional clients a complete range of investment solutions as well as pension
products and alternative investments.

Banca Intermobiliare controls Symphonia Sgr, BIM Alternative Investments Sgr, BIM Suisse, BIM
Fiduciaria, BIM Insurance Brokers and Intra Private Bank.

The Veneto Banca Group is today one of the top 20 national banking groups. Established in 1877
as the Banca Popolare di Montebelluna, in 2000 it became Veneto Banca and undertook a rapid
plan of growth by opening branches in the regions of Veneto and Friuli, by taking control of other
lenders in Italy (Banca Italo Romena, Banca di Bergamo, Banca Popolare di Banca Popolare di
Monza and Brianza and Banca Meridiana) and in eastern Europe (Eximbank in the Republic of
Moldova, Veneto Banka in Croatia and Banca Italian di Sviluppo in Albania) as well as acquiring
branches from other banks.
Press release

Montebelluna, 19 gennaio 2009




The Group has a high profile presence throughout the locations in which it is present (chiefly
northern Italy, Puglia and eastern Europe), with a strong network of 410 branches and a
significant network of financial advisors. It is capable of providing its clients with a wide range of
innovative and competitive products and services as well as banking services, in the field of non-
banking financial services and insurance through specialised companies.

At the beginning of 2008 Veneto Banca Group underwent a phase of reorganization to take on
new challenges by concentrating all the functions of managing, direction and control of common
services in the Veneto Banca headquarters, which became Veneto Banca Holding, while keeping its
status as an Italian co-operative bank and valuing its role of providing protection to the local
communities in which it operates and services to the clients in banks under its control.

BIM Contacts :

Investor Relations email: ir@gruppobim.it
Barabino & Partners: Tel.02.72.02.35.35
Claudio Cosetti, email: c.cosetti@barabino.it
Federico Vercellino, email: f.vercellino@barabino.it

Press Office Veneto Banca Group:

Tel. 0423 283366 /283378
Mirella Piva email: mirella.piva@venetobanca.it
Carlo Torresan email: carlo.torresan@venetobanca.it

								
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