Banca Popolare di Intra

WHO IS

Banca Popolare di Intra and its subsidiaries entered into Veneto Banca Group in April 2007, while previously they make part of an autonomous banging group.

The Banca Popolare di Intra operates in the traditional bank intermediation sector and is also present in the main para-banking segments, specifically leasing, factoring, consumer credit and bancassurance.

The Group is articulated by a federal model, linked to the Italian territory and to the outside, with the Parent Company Veneto Banca Holding covering the coordination function and providing services to its subsidiaries.

The Industrial Plan 2007-2010 foresee the creation of tree Networks Banks in the Italian market, that will be the results of subsequent integration of the existing banks of the Group: the Nord East Network, that operates principally in the Triveneto region with Veneto Banca S.p.A., in which entered the branches bestowed from the Parent Company and the 36 branches acquired by Intesa Sanpaolo; the South Network, consisting in Banca Meridiana that will continue the strengthening of the presence in Italy South Eastern Region; the North West Network Bank, which is responsible for the development in the Lombardy-Piedmont regions, as well as for the expansion in the Liguria and Val d’Aosta regions, and which will operate through Banca Popolare of Intra, following the merger of the networks of Banca di Bergamo and Banca Popolare di Monza e Brianza into Banca Popolare di Intra.

By the end of 31st December 2007, Veneto Banca Group operated in Italy, in Romania, in Moldova, in Croatia, through 327 branches and 3,881 employees. In more details Banca Popolare di Intra counted 78 branches and 977 employees, the subsidiary Banca Popolare di Monza e Brianza totalized 8 branches and 74 employees and the subsidiary Intra Private Bank had 112 financial advisors dislocated in 27 financial offices on the Italian territory.

Banca Popolare di Intra is listed on the Telematic Stock Market class 1 standard.

HISTORY

Banca Popolare di Intra was founded back in 1873, as a co-operative bank whose purpose was to provide banking services and promote economic growth within the area of today’s province of Verbania and, subsequently, the province of Novara, collecting deposits from private savers and channelling them into new, productive forms of investment.

The first few decades of activity saw the Bank progressively consolidate its social base and developing its presence within the local business community, as was also the case for the other co-operative banks, while the subsequent periods was focused on the increase in turnover, in the progressive territorial expansion in Lombardy, outside the “traditional area”, and  in particularly in the province of Milan, Varese, Como and during 2000-2002 in the control acquisition of Banca Popolare di Monza e Brianza and Banca Popolare di Sesto S. Giovanni.

The dimensional growth, the enlargement of the activity reached trough specialization degree (Intra Private Bank S.p.A. dedicated to the private clients) and the decisions to increase the range of products and services to the customers in the para-banking sector (Monza e Brianza Leasing S.p.A.; Intrafid S.p.A. and so on) brought to the creation of Banca Popolare di Intra Banking Group.

The retail bank business model with strong local focus has been strengthened throughout the stages of growth, due to a continuous commitment to territorial growth and to the relationship with local institutions, cooperatives, and professional categories which led to a higher degree of identification between clients and the local community paying attention also towards the retail clients, small medium entrepreneurs and artisans.

Between 2005 and 2006, the need to improve the management of risks, with asset quality adversely affected by exposure towards certain clients with a troubled financial condition, led the Board of Directors of Banca Popolare di Intra S.C.p.A. to start the process called “Shared Autonomy”, aimed at setting up forms of strategic and operating alliances with a banking partner to be selected from those of similar or comparable size to BPIntra.

On the 10th of November 2006 Veneto Banca and Banca Popolare di Intra signed the Memorandum of Understanding. Veneto Banca Group was selected like exclusive partner to define the execution of a highly strategic business plan, characterized by a strong element of complementary of the banking groups in terms of areas of operations, distribution channels, products and clients.

During 2007 first quarter, it was carried out a Partial Pre-Emptive Public Purchase Offer promoted by Veneto Banca on a maximum of 42,218,481 ordinary shares of Banca Popolare di Intra, corresponding to 75% of the share capital.

At the end of the offer period, 51,995,194 Banca Popolare di Intra ordinary shares were tendered, equal to 92.37% of the share capital, giving place to the allocation according to the pro-rata method. In the Offer Veneto Banca engage itself to assign to each party accepting the offer a “voucher” representing the right of subscription, in the second semester of 2010, of a share capital increase of Veneto Banca, conferring a number of Banca Popolare di Intra shares not withdrawn by the same Offeror upon the proportional allocation, on the base of no. 1 Veneto Banca share, by conferring no. 2.6 Banca Popolare di Intra shares returned upon allocation.

The Extraordinary General Shareholders’ Meeting of Banca Popolare di Intra, of 24 March 2007, resolved, the transformation of the Bank from a Mutual Company to a Joint-Stock Company and the approval of a new By-Law, realizing another of the condition to which the Public Purchase Offer was subordinated.

As of 26 April 2007 Banca Popolare di Intra and its subsidiaries entered into VENETO BANCA GROUP, directed by the Parent company Veneto Banca Holding S.c.p.a., filling the change of the registration in the Banking Groups Official List.

In the year 2008, the new organizational structure of the Group is completely operative in which Veneto Banca Holding covers the coordination function and provides services to the Italian Networks Banks, to the foreign Banks and to all the other subsidiaries.

Banca Popolare di Intra (in which Banca Popolare di Monza e Brianza and Banca di Bergamo will entered) will be responsible for the development of the business in the North West of Italy; Veneto Banca (that absorbed during the year 2007 Banca del Garda and during the year 2008 the 36 branches acquired by Intesa Sanpaolo) will operate in the North East of Italy, while Banca Meridiana will strengthen the presence in the South Eastern Regions of Italy.

On 29 April 2008 Veneto Banca Holding resolved to launch a Voluntary Public Purchase Offer, for cash and share exchange, on all of Banca Popolare di Intra ordinary shares, aimed at delisting the bank itself. The offer is opened to all the Banca Popolare di Intra shareholders and consists in exchanging 2.6 shares of Banca Popolare di Intra tendered in, every one share of Veneto Banca Holding, currently valued at € 35.50  as a resolution of the Shareholders’ Meeting of 19 April 2008, and € 3.50 in cash.

The above is consistent with the plans presented at the time of the partial pre-emptive public offer made during February-March, 2007, which, in case of pro-rata allocation, gave to the shareholders of Banca Popolare di Intra the right to tender any residual shares in Veneto Banca, starting from 30 June 2010 in exchange of the issue of 1 share in Veneto Banca Holding share of € 39.00 value, for every 2.6 Banca Popolare di Intra shares tendered.

As a result, through the promotion of the offer, all of Banca Popolare di Intra shareholders will now have the opportunity, to enjoy the benefits of exercising the warrants, which were offered only to those who took advantage of the Veneto Banca Holding’s pre-emptive public offer for Banca Popolare di Intra shares of February 2007, instead of waiting until after the 30 June 2010.

Veneto Banca has already called the Shareholders’ Meeting for the 26th-27th of May to amend the proxy granted by the Extraordinary Shareholders’ Meeting of 23 January 2007 to the Board of Directors and to change the By-Law.

The offer is subjected to Veneto Banca reaching a minimum overall shareholding of 95% of the share capital of Banca Popolare di Intra.

FOCUS

Banca Popolare di Intra strategic goals, in line the mission of Veneto Banca Group,  can be summarized like: being an independent group, leader in the respective territories, capable of providing high quality services and of generating value to shareholders, clients and employees over time, according to ethics and responsible care principles.