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CAPITALIA S.p.A. ANNUAL REPORT AT 31 ... - UniCredit Group

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<strong>CAPITALIA</strong> S.p.A.<br />

<strong>ANNUAL</strong> <strong>REPORT</strong> <strong>AT</strong> <strong>31</strong> DECEMBER 2006


2 3<br />

CONTENTS<br />

<strong>CAPITALIA</strong> S.p.A. <strong>ANNUAL</strong> <strong>REPORT</strong> <strong>AT</strong> <strong>31</strong> DECEMBER 2006<br />

<strong>REPORT</strong> ON OPER<strong>AT</strong>IONS 5<br />

Technical note on reading the annual report 7<br />

Parent company activities 9<br />

Funding 9<br />

Lending 9<br />

Impaired loans 11<br />

Finance 12<br />

Intercompany transactions 13<br />

Information on stock option plans 14<br />

Equity investments of directors, statutory auditors and General Manager 16<br />

Equity investments of managers with strategic responsibilities 16<br />

Equity investments and shareholdings 16<br />

Shareholders’ equity, solvency ratios and treasury stock 23<br />

Results 24<br />

Share capital and shareholders’ agreements 28<br />

Share capital 28<br />

Shareholders’ agreements 28<br />

The operating structure 32<br />

Human resources 32<br />

Organizational development and technological infrastructure 34<br />

Annual report on the corporate governance system and compliance<br />

with the Corporate Governance Code for Listed Companies –2006 35<br />

Significant post-period events 61<br />

Allocation of net profit for the year 62


<strong>CAPITALIA</strong><br />

CONTENTS<br />

<strong>REPORT</strong> OF THE BOARD OF AUDITORS 63<br />

FINANCIAL ST<strong>AT</strong>EMENTS 69<br />

Balance Sheet 70<br />

Income Statement 72<br />

Statement of changes in Shareholders’ equity 74<br />

Statement of Cash Flows 78<br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS 81<br />

PART A – Accounting policies 82<br />

PART B – Information on the balance sheet 99<br />

PART C – Information on the income statement 155<br />

PART D – Segment information 175<br />

PART E – Risks and the related hedging policies 176<br />

PART F – Information on shareholders’ equity 249<br />

PART G – Business combinations 255<br />

PART H – Transactions with related parties 256<br />

PART I – Payments based on own equity instruments 260<br />

APPENDIX 261<br />

<strong>AT</strong>TACHMENTS 265<br />

<strong>REPORT</strong> OF THE INDEPENDENT AUDITORS 279


<strong>REPORT</strong> ON OPER<strong>AT</strong>IONS


6 7<br />

TECHNICAL NOTE ON READING<br />

THE <strong>ANNUAL</strong> <strong>REPORT</strong><br />

The annual financial statements of Capitalia S.p.A. at<br />

<strong>31</strong> December 2006 have been prepared in conformity<br />

with the recognition and measurement criteria<br />

established by the International Financial Reporting<br />

Standards (IFRS) and the International Accounting<br />

Standards (IAS) issued by the International Accounting<br />

Standards Board (IASB) and endorsed by the European<br />

Commission under the procedure envisaged in Article 6<br />

of Regulation (EC) No. 1606/2002 of the European<br />

Parliament and the Council of 19 July 2002 – and in<br />

accordance with the provisions of the Bank of Italy<br />

circular no. 262 of 22 December 2005 containing<br />

instructions on the format and rules of preparation of<br />

bank financial statements (1) . The regulation has been<br />

fully transposed into Italian law following the enactment<br />

of Legislative Decree 38 of 28 February 2005, which<br />

came into force on 22 March 2005. The latter<br />

establishes, among other provisions, that companies<br />

whose financial instruments are listed on regulated<br />

markets must prepare their consolidated financial<br />

statements in conformity with international accounting<br />

standards as from the 2005 financial year, and banks<br />

may also draft their statutory accounts in conformity<br />

with those standards.<br />

The formats adopted comply with those set out in the<br />

Bank of Italy Circular no. 262 of 22 December 2005. The<br />

comparative figures are those already published for 2005<br />

and therefore do not include the tables for which the<br />

<strong>Group</strong> had chosen to apply the options permitted under<br />

the transitional provisions contained in the Bank of Italy’s<br />

letter no. 14824 of 5 January 2006.<br />

The international accounting standards adopted are<br />

indicated in Part A “Accounting policies” of the Notes.<br />

Pursuant to Consob regulations (Communication<br />

91001574/97 and Resolution 10867/97) and in<br />

execution of the resolution of 20 April 2006 of the<br />

Parent Company’s Shareholders’ Meeting, Reconta<br />

Ernst & Young S.p.A. has audited both the<br />

consolidated and statutory financial statements at <strong>31</strong><br />

December 2006.<br />

Pursuant to Consob Notice DEM/6064293 of 28 July<br />

2006, this report contains tables reporting the following:<br />

transactions with related parties;<br />

significant, non-recurring events and operations.<br />

The annexes contain:<br />

the list of equity investments and voting rights<br />

exceeding 10% in companies with unlisted shares or<br />

private limited companies;<br />

the statement of changes in equity investments.<br />

(1) Account was also taken of the “Operating Guidelines for the Transition to IAS/IFRS” drafted by the Organismo Italiano di Contabilità (Italian Accounting Board).<br />

The final version of the guidelines was approved on 16 September 2005 and published on 6 October 2005.


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> ON OPER<strong>AT</strong>ION<br />

As from 1 January 2006, Capitalia’s scope of<br />

operations has expanded due to the partial transfer to<br />

Capitalia of the real estate holdings (with a value of more<br />

than €1.8 billion) of Banca di Roma, Banco di Sicilia,<br />

Bipop Carire and Capitalia L&F and the partial, nonproportional<br />

spin-off of MCC S.p.A. into Capitalia<br />

concerning the Lending Area, AFS financial assets,<br />

certain equity investments and certain loans to Italian<br />

banks, which involved an increase in the share capital of<br />

Capitalia S.p.A. of €75,261,959.


8 9<br />

PARENT COMPANY ACTIVITIES<br />

FUNDING<br />

Total funding amounted to €55,923 million, a fall of<br />

1.8% compared with the total of €56,924 million at the<br />

end of 2005. Net interbank funding totaled €27,952<br />

million (–8.5%). Funding from customers, almost entirely<br />

consisting of bonds, rose from €26,382 million to<br />

€27,971 million (+6%).<br />

In 2006, Capitalia S.p.A. made medium/long-term<br />

bond issues for more than €9.1 billion (of which €8.3<br />

billion in senior bonds), an increase of 47% compared<br />

with the end of 2005. Much of the increase in assets was<br />

generated on the international market (with funding<br />

amounting to €3.9 million, almost double the amount<br />

reported 12 months previously). Thanks also to further<br />

improvements in the bank’s capacity to generate<br />

revenues and to the <strong>Group</strong>’s robust asset base, Capitalia<br />

was able for the first time to make two issues for a value<br />

of more than €1 billion each.<br />

Specifically, €400,000,000 in Subordinated Lower Tier<br />

II Step-Up Callable Floating Rate Notes due 2016 were<br />

issued on 7 April under the EMTN program. In the last<br />

week of June, the bank made a senior four-year bond<br />

issue for a nominal value of €500 million with a settlement<br />

date in July. The bank’s first issue to touch the threshold<br />

of €1 billion was made in September in the form of a<br />

senior issue with a 3-year maturity for a nominal value of<br />

€1,000 million. In October, the documents relating to the<br />

Euro Medium-Term Notes (EMTN) program were renewed<br />

at the Luxembourg Exchange. In November another<br />

senior bond issue, this time with a maturity of five years,<br />

was made for the nominal value of €1,000 million.<br />

In January 2007, a 7-year issue of €1,250 million was<br />

placed on the international market.<br />

The Capitalia <strong>Group</strong> banks placed bonds worth €2.9<br />

billion (–22% on an annual basis), of which senior bonds<br />

made up €2.5 billion. Structured securities accounted for<br />

€1.8 billion of the senior funding on the domestic market<br />

and plain-vanilla securities made up the rest. In addition<br />

to these, the Parent Company placed €2.3 billion in<br />

bonds, most of which in respect of index-linked policies<br />

issued by CNP Capitalia Vita. This marked a significant<br />

increase from the total of €500 million in 2005.<br />

With reference to the changes in regulations for the<br />

placement of bond issues that came into effect in May<br />

2006 with the amendment of Article 100 of the<br />

Consolidated Law on Financial Intermediation by Law<br />

262/2005 (“Provisions for the protection of savings and<br />

rules governing financial markets”), Capitalia obtained<br />

authorization in July and November from Consob for two<br />

prospectuses for the public offering of non-equity<br />

financial instruments for the placement of bonds on the<br />

domestic market. The approval enabled the Bank to<br />

move ahead with its program of placing a variety of types<br />

of bond on the Italian market.<br />

LENDING<br />

Total lending came to €42,001 million, an increase<br />

of 3.5% with respect to the total of €40,566 million at<br />

the end of 2005. Lending to customers totaled €2,843<br />

million (€3,507 million at <strong>31</strong> December 2005), of which<br />

bad debts made up €1,614 million. Lending to banks


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> ON OPER<strong>AT</strong>ION<br />

reached €39,158 million (€37,059 million at the end<br />

of 2005).<br />

In the area of corporate governance, the Parent<br />

Company advises subsidiaries on the most efficient<br />

means of developing and expanding lending in<br />

accordance with their chosen risk profiles. The guidelines<br />

reflect the ongoing changes in internal rating systems as<br />

they are progressively enriched with new tools for<br />

identifying and measuring risk.<br />

The <strong>Group</strong> set out the underlying principles on<br />

which lending policies are based, such as treating<br />

expected loss as a cardinal element in the process of<br />

loan origination and commercial planning. It also set<br />

out lending strategies that are consistent with the<br />

vision of customer risk, especially as regards individual<br />

and sectoral risk concentration. In determining<br />

commercial strategies for new customers, particular<br />

attention is given to counterparty risk and the need to<br />

plan with reference to the expected loss in cases of<br />

counterparty default. A special section dealing with<br />

lending policies is dedicated to sectoral loss, using<br />

appropriate risk-opportunity matrices based on<br />

potential outcomes and the <strong>Group</strong>’s risk exposure in<br />

certain economic sectors.<br />

As part of the re-engineering of the <strong>Group</strong>’s loan<br />

origination and management processes, work continued<br />

in 2006 on implementing putting internal rating systems.<br />

The aim of the Parent Company’s coordinating activities<br />

is to develop a shared, uniform approach and standardize<br />

processes throughout the <strong>Group</strong>.<br />

Pursuant to Basle 2 rules, the rating assignment<br />

process envisages the complete separation of the<br />

structures responsible for processing and granting loans<br />

from those that assign and validate the rating. The<br />

internal rating and pricing agencies operating within the<br />

Parent Company and within each bank are in charge of<br />

the rating assignment and are specialized by customer<br />

segment. Specifically, the internal rating agency of<br />

Capitalia is responsible for Large Corporate, Banks and<br />

Country Risk. The opinions issued by internal agencies,<br />

complemented by spread risk adjusted indicators, are<br />

used to back up decisions made by the Lending<br />

Committees, and are also subjected to continuous<br />

verification and backtesting.<br />

In 2006, Capitalia’s Lending Committee issued<br />

almost 1,200 governance opinions relating to<br />

“significant exposures” under consideration by<br />

subsidiaries, and ensured they conformed to the<br />

<strong>Group</strong>’s lending policy by verifying their consistency<br />

with the global risk of the <strong>Group</strong> and by considering<br />

their pricing in relation to risk and capital commitment.<br />

The definition of a “significant exposure” was also<br />

changed so that the Bank now refers to the credit<br />

ratings of customers when determining the risk<br />

threshold at which a lending decision needs to be<br />

submitted to the Lending Committee for examination.<br />

The threshold is lowered for certain cases, such as loans<br />

for individual property transactions, loans to problem<br />

borrowers and committed lines of credit priced in<br />

derogation from <strong>Group</strong> policy.<br />

As regards preserving and improving asset quality, the<br />

<strong>Group</strong>’s loan monitoring directive, which defines the<br />

activities, responsibilities, and procedures for interaction<br />

between the Parent Company’s Loan Monitoring function<br />

and the analogous units of the <strong>Group</strong> banks and financial<br />

companies, has been fully implemented. The role of<br />

governance is performed through the periodic activities<br />

of the Coordination <strong>Group</strong>, whose members include the<br />

head of the loan monitoring function of Capitalia S.p.A.<br />

and the heads of lending and loan monitoring of each of<br />

the <strong>Group</strong> companies.<br />

As part of the <strong>Group</strong> governance function, criteria for<br />

classifying loans that are consistent with the instructions<br />

issued by the Bank of Italy and valid for all the companies<br />

in the <strong>Group</strong> were also established.


10 11<br />

As regards classified positions, the Parent Company<br />

and the subsidiaries continued to develop a common set<br />

of criteria for loan recovery policy and the development<br />

of a shared set of methodologies for the management of<br />

classified positions. Capitalia participates both at the<br />

loan classification stage, with the issuance of prior<br />

opinions that it formulates on the basis of information<br />

that subsidiaries are required to provide in a timely<br />

manner about their most significant classified positions;<br />

and at the loan management stage, using methods that<br />

vary in accordance with the different categories of loan,<br />

which are described below.<br />

than €5 million) is also managed by the subsidiaries,<br />

but Capitalia SpA sets out the governance rules and<br />

management policies, with particular respect to<br />

positions that are shared by several <strong>Group</strong><br />

companies.<br />

Capitalia also fulfils its governance functions through<br />

the periodic activities of its “Coordination <strong>Group</strong>”, which,<br />

to ensure sufficient coordination, is made up of the Head<br />

of the Restructured Loans Department of Capitalia S.p.A.<br />

and the loan managers of <strong>Group</strong> banks.<br />

The Parent Company directly manages Level 1<br />

“Management” positions, which include bad debts in<br />

excess of €20 million and substandard and<br />

restructured loans in excess of €5 million with a high<br />

degree of risk and/or complexity. The Parent Company<br />

retains the authority to carry out all forms of<br />

management activities, including the formalization of<br />

proposals, but without prejudice to the role of<br />

individual subsidiaries in making and implementing<br />

lending decisions.<br />

Positions falling under Level 2 “Control” (bad debts of<br />

between €2.5 and €20 million; substandard and<br />

restructured loans in excess of €5 million with a lower<br />

degree of risk and/or complexity) are managed by the<br />

subsidiaries. The Parent Company contributes opinions<br />

prior to the subsidiaries taking decisions, establishes<br />

management policies, provides technical support and<br />

constantly monitors the performance of positions.<br />

IMPAIRED LOANS<br />

Bad debts amounted to €1,614 million (€1,730<br />

million at the end of 2005). Of the total, 29.2% (€471<br />

million) regarded real estate loans backed by collateral;<br />

the remaining 70.8% (€1,143 million) regarded ordinary<br />

loans, most of which are also secured.<br />

Capitalia S.p.A.’s bad debts are mainly inherited in<br />

June 2002 from the “old” Banca di Roma, to which<br />

further non-performing claims were subsequently<br />

added.<br />

As regards uncollected default interest maturing<br />

during the year, about €16 million (almost entirely<br />

related to real estate loans) was taken to income in<br />

respect of interest considered recoverable, and €100<br />

million written down as unrecoverable.<br />

Level 3 “Governance” (bad debts of less than €2.5<br />

million and substandard and restructured loans of less<br />

The table below shows the coverage ratios for bad<br />

debts:<br />

Ordinary loans Real estate loans Total<br />

<strong>31</strong>/12/06 <strong>31</strong>/12/05 <strong>31</strong>/12/06 <strong>31</strong>/12/05 <strong>31</strong>/12/06 <strong>31</strong>/12/05<br />

Bad debts with customers 69.9% 69.6% 49.2% 47.4% 65.8% 65.1%


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> ON OPER<strong>AT</strong>ION<br />

FINANCE<br />

In line with the model of integrated treasury<br />

management and payments systems, the funding<br />

activities of the <strong>Group</strong> are centralized under Capitalia. At<br />

<strong>31</strong> December 2006, Capitalia S.p.A.’s net interbank<br />

creditor position was €11,206 million compared with<br />

€6,517 million at end-2005.<br />

In the area of treasury operations, repurchase<br />

agreements were used to re-finance securities portfolios<br />

and provide funding for the customer operations of the<br />

banks in the <strong>Group</strong>.<br />

In 2006, Capitalia took part in all major ECB<br />

refinancing operations: the average value of each<br />

allotment was €1.2 billion, and the total in the year was<br />

€60.7 billion. Capitalia also took part in six of the 12<br />

long-term reverse transactions (with three-month<br />

maturities) for a total of €994 million (and an average of<br />

€165.7 million for each operation).<br />

In a context of modest growth and moderate inflation,<br />

financial markets benefited from the considerable<br />

reduction in volatility. The year was marked by doubledigit<br />

growth on equity markets, tight monetary policy to<br />

counter the inflation risk associated with rising energy<br />

prices and strong domestic demand. The sharp rise in<br />

interest rates, especially short-term rates, as well as the<br />

strong demand for long-term investments, flattened the<br />

yield curve. Against this background, the portfolio of<br />

assets available for sale was managed with a view to<br />

reducing risks and limiting exposure, especially the bond<br />

portfolio, which was penalized by rising interest rates.<br />

The reduced market volatility made it possible to<br />

develop low-cost asset protection policies.<br />

The year was also marked by a large expansion in<br />

interest rate and exchange rate hedging derivatives in<br />

the Corporate segment, and, thanks also to the extensive<br />

synergies between Capitalia and the retail banks of the<br />

<strong>Group</strong>, the volumes traded and net income generated<br />

both rose steeply. Of comparable importance in the year<br />

was the expansion in the range of products offering<br />

customers an increasingly generous array of more<br />

dynamic, suitable and efficient solutions for their hedging<br />

requirements. In the second half of the year in particular,<br />

the <strong>Group</strong>’s business in this area expanded thanks in part<br />

to the increase in interest rates, which raised the demand<br />

for hedging instruments. Work continued on the<br />

structuring of own securities placed with customers and<br />

institutional investors, and on the structuring of securities<br />

issued by third parties.<br />

On 1 January 2006, MCC demerged part of its<br />

operations and transferred its Equity Capital Market and<br />

Debt Capital Market activities to the Finance line of<br />

Capitalia. Capitalia operated as sole arranger, joint lead<br />

manager and joint-book runner in the F-E Gold<br />

operation, which consisted in the securitization of<br />

receivables in respect of performing leases for a value of<br />

around €1 billion from Fineco Leasing. Capitalia also<br />

acted as arranger and joint-lead manager in the Green<br />

Finance transaction. The operation involved the<br />

securitization of trade receivables due to sundry suppliers<br />

and healthcare centers from local healthcare authorities<br />

and hospitals in Lazio, with a total value of €654 million.<br />

Capitalia acted as a calculation agent for several<br />

securitization operations carried out in prior years, such<br />

as: Pharma Finance, Heliconus, F-E Personal Loans, F-E<br />

Mortgages Serie 1, F-E Mortgages 2005, F-E Green,<br />

Capricorn, Mercury 1 and Gemini 1, as well as the F-E<br />

Gold and Green Finance operations just mentioned.<br />

In the capacity of co-manager, Capitalia participated<br />

in guarantee and placement consortiums set up by third<br />

parties for the following issues: Telefonica Emisiones<br />

(four installments with maturities of 5, 10, 12 and 20 years<br />

for a total amount of €5.25 billion); Republic of Italy (€5<br />

billion with a maturity of 15 years); Fiat Finance Trade (€1<br />

billion with a maturity of 5 years); Republic of Italy


12 13<br />

Inflation Linked (€4 billion with a maturity of 10 years);<br />

and HSBC (€750 million with a maturity of 10 years).<br />

ordinary shares of Iride S.p.A., a company created out of<br />

the merger of AMGA S.p.A. and AEM Torino S.p.A..<br />

As regards equity capital market activities, Capitalia<br />

took part in significant operations on the domestic market.<br />

Specifically, Capitalia acted as joint global coordinator,<br />

joint bookrunner, joint listing partner and placement agent<br />

for the public offering of the ordinary shares of Antichi<br />

Pellettieri on the Espandi market; as joint lead manager of<br />

the guarantee consortium for the capital increase<br />

operation of IMMSI; as co-manager of the guarantee<br />

consortium for the capital increase carried out by<br />

Lottomatica. Capitalia also acted as placement agent for<br />

Fondo Immobiliare Delta, the first real estate investment<br />

fund to be sponsored by Fimit SGR. Capitalia also acted as<br />

coordinating bank for participation in the obligatory public<br />

tender offer by Finanziaria Sviluppo Utilities for the<br />

At <strong>31</strong> December 2006, total financial assets<br />

amounted to €10,862 million, compared with €15,396<br />

million at the end of 2005. Financial assets held for<br />

trading and financial assets available for sale both<br />

decreased.<br />

INTERCOMPANY TRANSACTIONS<br />

The model adopted by Capitalia for the<br />

implementation of a centralized treasury has resulted in<br />

substantial intragroup transactions. Relations with <strong>Group</strong><br />

companies at <strong>31</strong> December 2006 are presented in the<br />

following table:<br />

(millions of euros) Assets Liabilities Guarantees<br />

and commitments<br />

In respect of:<br />

– banking subsidiaries 29,908 18,572 3,732<br />

Banca di Roma S.p.A. - Italy 11,000 7,349 197<br />

Banca di Roma S.p.A. -<br />

foreign branches 142 640 2,570<br />

Banco di Sicilia S.p.A. 6,292 7,459 14<br />

Bipop Carire S.p.A. 4,519 845 1<br />

Irfis S.p.A. 48 24 –<br />

MCC S.p.A. 7,564 20 439<br />

FinecoBank S.p.A. 336 1,876 511<br />

Capitalia Luxembourg S.A. 7 359 –<br />

– financial subsidiaries 256 576 791<br />

– other subsidiaries 81 10 9<br />

– associated companies 47 1,789 24<br />

Costs and revenues relating to transactions undertaken with subsidiaries and affiliates during the period are shown in<br />

the following table:


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> ON OPER<strong>AT</strong>ION<br />

(millions of euros) Subsidiaries Associates<br />

Costs 645 24<br />

– interest expense 520 24<br />

– commission expense 59 –<br />

– general and administrative expenses 64 –<br />

– operating costs 2 –<br />

Revenues 949 –<br />

– interest income 812 –<br />

– commission income 18 –<br />

– operating income 119 –<br />

As a result of the sale of equity investments in<br />

Capitalia Partecipazioni S.p.A., net income resulting from<br />

the disposal of AFS assets amounted to €449 million.<br />

Capitalia collected €967 million in dividends from<br />

subsidiaries and €135 million from associated<br />

companies.<br />

INFORM<strong>AT</strong>ION ON STOCK OPTION PLANS<br />

The second phase of the stock option plan approved<br />

by the Extraordinary Shareholders’ Meeting of 16 May<br />

2002 was put into effect. The Meeting had approved a<br />

capital increase of up to €20 million through the issue of<br />

20 million ordinary shares backing 20 million nonnegotiable<br />

warrants for the purchase of ordinary shares,<br />

granted at no cost to <strong>Group</strong> employees, and the<br />

completion of the second phase brought the capital to<br />

the ceiling set by the Meeting.<br />

During the first cycle, carried out on 1 October 2002,<br />

a total of 14,058,000 warrants were granted to 182<br />

<strong>Group</strong> employees.<br />

The strike price for the options granted in 2002 was<br />

€1.214, while that for those granted in 2004 was<br />

€2.4743.<br />

At <strong>31</strong> December 2006, there were still 4,640,250<br />

outstanding warrants out of a total of 19,965,000<br />

granted. The decrease is the result of the exercise of<br />

15,157,250 warrants and the lapse of 167,500 warrants.<br />

Of the 4,640,250 warrants still outstanding, 215,500<br />

pertaining to the first phase and 1,909,750 to the second<br />

may be exercised immediately.<br />

Twelve people who were deemed eligible under Article<br />

6 of the rules were allowed to exercise warrants granted on<br />

3 August 2004 ahead of the normal vesting period.<br />

As to the new incentive plan approved by the Board<br />

of Directors on 23 February 2005, the Extraordinary<br />

Shareholders’ Meeting of 4 April authorized a capital<br />

increase of up to a nominal amount of €22,000,000<br />

through the issue of 22,000,000 ordinary shares backing<br />

22,000,000 non-negotiable warrants for the purchase of<br />

shares granted at no cost to <strong>Group</strong> employees.<br />

With the lapse of 563,000 warrants from the first<br />

assignment, it was possible to assign 6,470,000 warrants<br />

to 182 <strong>Group</strong> employees on 3 August 2004.<br />

The Board also approved a stock incentive plan for<br />

the managing directors of <strong>Group</strong> companies who are not<br />

direct employees of the <strong>Group</strong>, which provides for the


14 15<br />

granting at no cost of up to 1,500,000 non-negotiable<br />

warrants (against treasury shares) for the purchase of<br />

Capitalia ordinary shares.<br />

On 9 May 2005, both the stock option plan for<br />

employees (21,795,000 warrants granted to 437<br />

beneficiaries) and that for managing directors of <strong>Group</strong><br />

companies who are not employees of the <strong>Group</strong><br />

(850,000 warrants) were implemented.<br />

The strike price of the warrants, calculated using the<br />

arithmetic mean of the price of Capitalia shares during<br />

the month preceding the grant date, was €4.1599 per<br />

share.<br />

At <strong>31</strong> December 2006, there were a total of 850,000<br />

warrants assigned to non-employee managing directors<br />

of <strong>Group</strong> companies still outstanding, and 20,505,000 (of<br />

which 195,000 exercisable immediately) still outstanding<br />

out of a total of 21,795,000 effectively assigned to<br />

employees. The decrease in the number of warrants was<br />

the result of permitting 13 holders meeting the criteria<br />

defined by Article 6 of the rules to exercise 680,000<br />

warrants ahead of the normal vesting period and the<br />

lapse of 610,000 warrants.<br />

As a result of the merger of Fineco into Capitalia on<br />

<strong>31</strong> December 2005, Capitalia took over all of Fineco’s<br />

legal relationships, including those regarding its stock<br />

option plans.<br />

In this regard, on 28 November 2005 the Capitalia<br />

Extraordinary Shareholders’ Meeting approved a capital<br />

increase to back the plans, broken down into the<br />

following divisible tranches:<br />

up to a nominal €3,466,650 backing 2,079,990<br />

warrants allocated pursuant to the incentive plan<br />

approved by the Extraordinary Shareholders’<br />

Meetings of 13 November 2003 and 1 April 2005 of<br />

Fineco, to be carried out by <strong>31</strong> December 2009<br />

through the issue of up to 3,466,650 ordinary shares<br />

of the surviving company with a par value of €1 each,<br />

which shall be offered for subscription to the holders<br />

of the above warrants based upon the exchange ratio<br />

provided for Fineco shareholders within the scope of<br />

the merger, at the price of €4.240 for each newly<br />

issued share;<br />

up to a nominal €10,543,334 backing 6,326,000<br />

warrants allocated pursuant to the incentive plan<br />

approved by the Extraordinary Shareholders’ Meetings<br />

of 1 April 2005, to be carried out by <strong>31</strong> December 2011<br />

through the issue of up to 10,543,334 ordinary shares of<br />

the surviving company with a par value of €1 each,<br />

which shall be offered for subscription to the holders of<br />

the above warrants based upon the exchange ratio<br />

provided for Fineco shareholders within the scope of<br />

the merger, at the price of €3.9348 for each newly<br />

issued share.<br />

With regard to the 2003 incentive plan, at <strong>31</strong><br />

December 2006 the warrants still outstanding and<br />

not yet exercised numbered 1,393,650 out of a total<br />

of 3,466,650 granted. The decrease is the result of<br />

the exercise of 1,234,500 and the lapse of 838,500.<br />

Two holders meeting the criteria defined by Article 6<br />

of the rules were also allowed to exercise a joint total<br />

of 90,750 warrants ahead of the normal vesting<br />

period.<br />

With regard to the 2005 incentive plan, at <strong>31</strong><br />

December 2006 9,537,667 warrants were outstanding<br />

(23,000 of them exercisable immediately) out of a total of<br />

10,543,334 granted. The decrease is the result of the<br />

lapse of 1,005,667 warrants.


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> ON OPER<strong>AT</strong>ION<br />

EQUITY INVESTMENTS OF DIRECTORS, ST<strong>AT</strong>UTORY AUDITORS AND GENERAL MANAGER<br />

(ART. 79 CONSOB RESOLUTION NO. 11971 OF 14/5/99 AS AMENDED)<br />

Name Companies Number of shares Number Number Number of shares<br />

in which shares held at the of shares of shares held at the<br />

are held end of 2005 acquired sold end of 2006<br />

GERONZI Cesare Capitalia 1,250 (4) – – 1,250<br />

ARPE Matteo MCC 95,028 (6) – – –<br />

Capitalia 471,546 (5) 1,800,000 (7) 1,800,000 (7) 2,176,980 (9)<br />

Capitalia 1,357,000 (8) –<br />

SAVONA Paolo Capitalia – 20,100 (1) – 20,100 (1)<br />

COLANINNO Roberto Capitalia 22,325,528 (2) – – 22,325,528 (2)<br />

MARCHINI Alfio Capitalia 16,551,158 (2) – – 20,035,507 (2) (3)<br />

MCC 950,277 (2) – – –<br />

TOTI Pierluigi Capitalia 34,805,000 (2) 17,095,755 – 51,900,755 (2)<br />

VEZZOSI Walter Capitalia 3,960 (1) (4) – 460 3,500 (4)<br />

LAMANDA Carmine Capitalia 7,588 – – 7,588<br />

(1) acquired before appointment (5/12/2006).<br />

(2) through subsidiaries<br />

(3) of which 3,484,349 from conversion of 950,277 MCC shares.<br />

(4) held by spouse.<br />

(5) of which 170,557 in stock granting.<br />

(6) at 1 January 2006 the shares were converted into 348,434 Capitalia shares following the partial demerger of MCC operations to Capitalia.<br />

(7) from the exercise of stock options (see Part H of the notes to the financial statements).<br />

(8) of which 1,257,000 acquired with the capital gain on the sale of shares from the exercise of stock options (see note 7).<br />

(9) of which 348,434 from conversion of 95,028 MCC shares.<br />

EQUITY INVESTMENTS OF MANAGERS WITH STR<strong>AT</strong>EGIC RESPONSIBILITIES (N. 13)<br />

Company Number of shares Number Number Number of shares<br />

held at the of shares of shares held at the<br />

end of 2005 acquired sold end of 2006<br />

Capitalia S.p.A. 97,363 3,618,699 2,633,730 1,082,332<br />

EQUITY INVESTMENTS AND SHAREHOLDINGS<br />

The item “Equity investments” (in subsidiaries or<br />

associated undertakings, whose definition is the same in<br />

the Italian Civil Code and IAS/IFRS rules) stood at<br />

€12,171 million at <strong>31</strong> December 2006, up from €10,983<br />

million at the end of 2005, and breaks down as follows:<br />

Banca di Roma S.p.A.: €4,629 million; Banco di Sicilia<br />

S.p.A.: €1,658 million; Capitalia Partecipazioni S.p.A.:<br />

€1,251 million; MCC S.p.A.: €1,013 million; Bipop Carire<br />

S.p.A.: €819 million; FinecoBank S.p.A.: €766 million;<br />

Capitalia Asset Management S.p.A.: €483 million.<br />

In application of IAS/IFRS, some equity interests were<br />

reclassified as “Financial assets available for sale”,<br />

“Financial assets at fair value” or “Financial assets held


16 17<br />

for trading”, depending upon the characteristics of the<br />

individual securities and operational decisions.<br />

The corresponding section of the consolidated<br />

financial statements provides details of the equity<br />

investments of MCC transferred to Capitalia as a result of<br />

the non-proportional demerger of MCC, effective as of 1<br />

January 2006. Similarly, the rationalization of the <strong>Group</strong>’s<br />

equity investment portfolio, which was completed in<br />

2006, is also described in full in the consolidated financial<br />

statements. The following are the most important<br />

portfolio reorganization operations involving the Parent<br />

Company in the year.<br />

On 13 and 22 June, Capitalia acquired Bipop Carire’s<br />

100% holdings in, respectively, Fin-Eco Merchant S.p.A.<br />

and Akros Casa S.p.A. in liquidazione (with the<br />

liquidation process nearing completion), which were<br />

used as the main vehicles for the process of reorganizing<br />

its equity investments. Fin-eco Merchant changed its<br />

name to Capitalia Merchant S.p.A. with effect as of 11<br />

July 2006, and Akros Casa, changed its name to Capitalia<br />

Partecipazioni S.p.A. as of 23 June 2006, simultaneously<br />

with the revocation of its liquidation status. Both<br />

companies transferred their registered offices to Rome.<br />

Capitalia completed the following sale operations:<br />

Capitalia Partecipazioni received 6,037,342 shares of<br />

Camfin, 81,665,400 shares of Pirelli & C. S.p.A.,<br />

15,150,000 shares of RCS Mediagroup S.p.A., 7,327,237<br />

shares of Gemina S.p.A., 76,772,879 shares of<br />

Mediobanca S.p.A. (AFS and HFT portions), 28,854,856<br />

shares of Assicurazioni Generali (HFT portion and the<br />

portion purchased simultaneously from Consortium) and<br />

264,750 shares of Investimenti Infrastrutture S.p.A..<br />

Capitalia Merchant received Capitalia S.p.A.’s<br />

equity investments in: Eurosanità S.p.A. (11.800%),<br />

Istituto Immobiliare di Catania S.p.A. (0.488%), Filse<br />

S.p.A. (1.255%), Nomisma S.p.A. (8.640%), C.RI.F.<br />

S.p.A. (2.394%), La Grande Cucina S.p.A. (12.676%),<br />

Porta di Roma S.r.L. (2.985%), Colony Sardegna S.a.r.l.<br />

(ordinary shares and preferred equity certificates for<br />

a total investment of 13.224% of share capital), and its<br />

units in the closed-end investment funds<br />

Investindustrial LP, EPTA Sviluppo, Clessidra Capital<br />

Partners, Prudentia, Sofipa Equity Fund and Sofipa<br />

Equity Fund II. To provide Capitalia Partecipazioni and<br />

Capitalia Merchant with the financial capacity required<br />

to purchase equity investments from Capitalia and from<br />

other companies in the <strong>Group</strong>, on 21 June the Board of<br />

Directors of Capitalia approved capital increases up to<br />

€2,600 million and €366 million, or, if necessary, up to<br />

a greater amount corresponding to the market price of<br />

the listed financial instruments that it intends to<br />

acquire. Details of the subscriptions to the capital<br />

increases are given below;<br />

MCC received Capitalia S.p.A.’s entire equity<br />

investment in Europrogetti e Finanza S.p.A. (7.984%).<br />

On 10 March, Capitalia announced that, pursuant to<br />

the law, it had notified Consob and Banca Intesa of its<br />

acquisition of 2.02% of the ordinary share capital of<br />

Banca Intesa. In November, it disclosed that it has<br />

decreased its interest to less than 2%.<br />

On 5 May, Capitalia bought 7,760 shares of<br />

FinecoBank S.p.A. from a private party, thereby<br />

increasing its stake to 98.783%. As of 3 August,<br />

Capitalia’s equity interest increased to 99.99% as a result<br />

of the capital decrease carried out by FinecoBank<br />

through the cancellation of own shares.<br />

On 28 June, having obtained authorization from the<br />

Maltese supervisory authority, Banco di Sicilia transferred<br />

16,128,000 shares in the Bank of Valletta (14.552% of<br />

share capital) to Capitalia. The transaction was carried<br />

out at a price of LM 4 per share, for a total of LM<br />

64,512,000 (€150,272,537). On 30 June, Capitalia<br />

acquired 10.811% of Istituto per il Credito Sportivo


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> ON OPER<strong>AT</strong>ION<br />

(1,032,9<strong>31</strong> units), again from Banco di Sicilia, for a price<br />

of €73,521,975.05.<br />

In 2006:<br />

in its capacity as sole shareholder, Capitalia subscribed<br />

MCC’s entire capital increase of €350,000,000, which took<br />

place in two installments: the first, effective as of 6 June<br />

2006, for €150,000,000 and the second, effective as of 3<br />

November for €200,000,000, in accordance with the<br />

resolutions of the MCC board adopted on, respectively, 3<br />

May and 10 October, in application with the mandate<br />

granted to it by the shareholders’ meeting on 25<br />

November 2005. As of 3 November, the date on which the<br />

increase was entered in the Company Register, MCC’s<br />

share capital stood at €722,508,690, divided into shares<br />

with a par value of €5 each;<br />

as sole shareholder of Capitalia Partecipazioni, within<br />

the context of a divisible capital increase, Capitalia<br />

subscribed shares with a par value of €100,000,000,<br />

thereby increasing the share capital to €102,550,000,<br />

with a share premium of €1,150,000,000;<br />

pursuant to the resolution of Capitalia Merchant’s<br />

Shareholders’ Meeting of 27 June, Capitalia, in its<br />

capacity as sole shareholder of Capitalia Merchant,<br />

subscribed a divisible capital increase separated into<br />

several installments for up to a maximum of €10,000,000<br />

at a par value of €1 per share, with a share premium of<br />

€40 per share. The final installment was subscribed on<br />

20 December and the capital increase registered on 28<br />

December. The share capital of Capitalia Merchant<br />

therefore stands at €10 million and consists of 10 million<br />

shares with a par value of €1 each;<br />

on 12 April and again on 12 July, Capitalia, in<br />

proportion to its equity interests and pursuant to a<br />

contractual commitment to support capital increases,<br />

subscribed two issues of 180 new shares of Development<br />

Capital 1 S.C.A., each with a par value of €225.00.<br />

Capitalia paid out a total of €564,970.57 (against a total<br />

par value of €450.00); Capitalia’s investment<br />

(subsequently sold, as described below) thus rose to<br />

8,472 shares with a total par value of €10,590 (10% of<br />

share capital);<br />

in proportion to its equity investment, Capitalia paid<br />

€129,264.60 to subscribe a capital increase by La<br />

Grande Cucina S.p.A.. As already noted, Capitalia then<br />

transferred its investment to Capitalia Merchant.<br />

With regard to other minority interests, Capitalia paid<br />

€5,000 to acquire 5.263% of Osservatorio Regionale<br />

Banche – Imprese di Economia e Finanza following the<br />

transformation of the company’s legal status from a<br />

legally-recognized association (to which it has long<br />

belonged) into a limited-liability consortium. On 14<br />

December, Capitalia acquired Banco di Sicilia’s entire<br />

equity investment in C.A.A.B. – Centro Agroalimentare di<br />

Bologna S.c.p.A., which consisted of 34,100 shares,<br />

equal to 0.188% of the investee’s share capital. Capitalia<br />

also joined Consorzio ABI Acquisti by subscribing a stake<br />

with a par value of €1,000 corresponding to 7.143% of<br />

the consortium endowment, and, on 22 December,<br />

participated in the formation of MAC Società di<br />

Promozione del Mercato Alternativo del Capitale S.p.A.,<br />

subscribing 4,000 shares, equal to 3.33% of the new<br />

company. The company was entered in the Milan<br />

Company Register on 11 January 2007.<br />

In 2006, Capitalia made the following payments to:<br />

Colony Sardegna S.a.r.l. in the amount of €1,454,693<br />

effective as of 22 June, against preferred equity<br />

certificates, hybrid financial instruments issued by the<br />

company. As already reported, Capitalia transferred both<br />

its share interests and its preferred equity certificates in<br />

Colony Sardegna S.a.r.l to Capitalia Merchant;<br />

Athena Private Equity in the amount of<br />

€5,261,698.02 as a proportionate shareholder loan made


18 19<br />

with other shareholders, in performance of an agreement<br />

signed when the company was founded;<br />

Ipse 2000 in the amount of €8<strong>31</strong>,825.05 as a<br />

shareholder loan, the amount of which is proportionate to<br />

Capitalia’s equity investment. On 9 October, Ipse 2000<br />

shareholders approved the financial statements at <strong>31</strong><br />

December 2005 and the balance sheet dated 30<br />

September 2006. In the light of losses totaling<br />

€903,272,295 on 30 September (of which €900,450,416<br />

carried over from previous financial years), share capital of<br />

€150,500,000 and an equity deficit of around €366<br />

million, shareholders, acting pursuant to Article 2447 of<br />

the Civil Code, resolved to cover the entire loss and<br />

reconstitute the share capital. This required a restructuring<br />

of the company and a reduction in the number of<br />

shareholders to five, one of them Capitalia. The<br />

shareholders participated in the rebuilding of the share<br />

capital which, after the capital decrease, amounted to<br />

€12,500,000, represented by an equal number of shares.<br />

Capitalia, in addition to its proportionate contribution to<br />

the capital increase, also subscribed to the entire amount<br />

of unexercised options, which increased its stake in the<br />

Ipse 2000 from 16.481% to 37.774%. The entire<br />

subscription was funded by canceling financial receivables<br />

from Ipse 2000. The Shareholders’ Meeting also resolved<br />

to issue equity financial instruments for a total nominal<br />

value of €1,250,000 (Category A) and €7,500,000<br />

(Category B) that were distributed in pre-emption to<br />

shareholders in proportion to their equity investment.<br />

Again in exchange for the cancellation of receivables from<br />

the company, Capitalia underwrote Class A equity<br />

instruments for a nominal value of €625,000 by exercising<br />

its rights on unexercised options.<br />

On 29 December, Capitalia bought 1,528,230 Ipse<br />

2000 ordinary shares from another shareholder at the<br />

price of €0.001 per share, which raised its equity stake in<br />

the company to 50.00001%, equal to 6,250,001 shares.<br />

The value of equity financial instruments held by<br />

Capitalia remained unchanged.<br />

In 2006 Capitalia also provided interest-free<br />

shareholder loans to its own tax collecting companies<br />

undergoing liquidation: Serit S.p.A. (€41 million), Corit<br />

S.p.A. (€1.6 million), Gesett S.p.A. (€550 thousand)<br />

and Spaget S.p.A. (€450 thousand). The loans were<br />

used to pay off an earlier interest-free loans originally<br />

made by Banca di Roma to cover the advance<br />

payments made by the companies to the tax<br />

authorities and other revenue collection agencies for<br />

taxes that remained uncollected.<br />

On 5 July 2006, SEM – Società Esattorie Meridionali<br />

S.p.A. (of which Capitalia owns 99.99%), in execution of<br />

the resolution of the shareholders’ meeting of 27 March,<br />

reduced its equity through the proportional distribution of<br />

a total of €1,500,000 to its shareholders, of which<br />

€486,000 from share capital and €1,014,000 from<br />

reserves. The company’s share capital therefore fell from<br />

€3,096,000 to €2,610,000, through a reduction in the par<br />

value of the shares from €5.16 to €4.35 each. As part of<br />

the reform of the national revenue collection service that<br />

affected several of the <strong>Group</strong>’s tax collecting companies<br />

(see consolidated report on operations for details), on 26<br />

September Capitalia signed the final contract for the sale<br />

of its entire equity interest in SEM, consisting of 599,942<br />

shares with a par value of €2,609,747.70, to Riscossione<br />

S.p.A.. According to the terms of sale, after the balance<br />

sheet of the transferee has been audited, payment will be<br />

made in the form of Riscossione S.p.A. shares for a total<br />

par value equal to the agreed price.<br />

Other equity disposals in the year by Capitalia were:<br />

the sale to MBE Holding S.p.A. on 13 February of all<br />

of its of 24,000 shares in Società per il Mercato dei Titoli<br />

di Stato – Borsa Obbligazionaria Europea S.p.A.,<br />

amounting to 3.154% of share capital;<br />

the sale to Falcon Uno Real Estate S.r.l., on 23<br />

February of all of its of 610,400 shares in Giraglia<br />

Immobiliare S.p.A., amounting to 17.44% of share capital;


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> ON OPER<strong>AT</strong>ION<br />

the sale to Banca San Paolo IMI S.p.A., on 9 May of<br />

all of its of 2,320,553 shares in SI Holding S.p.A., equal to<br />

5.157% of the share capital; similarly, Banco di Sicilia and<br />

Bipop Carire sold their shares, which marked the<br />

termination of all equity interests of the Capitalia <strong>Group</strong><br />

in SI Holding S.p.A.;<br />

as repayment of a shareholder loan, and, on 28<br />

June, €3,490,244.90 as a reserve distribution from<br />

Development Capital I SCA.<br />

Capitalia also sold 17,054,625 AFS shares of Assicurazioni<br />

Generali in several installments on the open market.<br />

the sale to Banca San Paolo IMI S.p.A., on 10 May, of<br />

all of its 62 shares of Banca Italo Albanese ShA,<br />

amounting to 40% of the share capital, in performance of<br />

agreements between the parties;<br />

the sale to Finadin S.p.A., on 8 June of its entire<br />

equity investment in Scontofin S.A., which had amounted<br />

to 20% of the share capital;<br />

the sale to MR Investments di Vittorio Morelli & C.<br />

Sas, on 12 June of all of its entire equity investment in<br />

Finmolise S.p.A., which had consisted of 788 shares<br />

equal to 9.588% of the share capital;<br />

the sale to Pirelli & C. Real Estate S.p.A., of all its<br />

shares in Bernini Immobiliare S.r.l., amounting to 48% of<br />

the share capital.<br />

the sale to a number of qualified financial investors<br />

headed by Partners <strong>Group</strong> of Switzerland of the its entire<br />

equity interest in Development Capital 1 SCA, equal to<br />

10% of share capital;<br />

the sale on the open market in the period between<br />

24 October and 21 November of its entire equity<br />

investment consisting of 1<strong>31</strong>,657,083 shares (3.207% of<br />

share capital) in Immobiliare Lombarda S.p.A., a<br />

company listed on the Milan Stock Exchange;<br />

the sale of its entire equity investment of 70,000 shares<br />

(10% of share capital) in Lazio Lis in liquidazione to FILAS<br />

S.p.A., accepting, on 29 September, the tender offer.<br />

In accordance with an agreement signed on 29<br />

June, on 7 September Capitalia and Fondiaria-Sai<br />

finalized the sale to the latter of 51% of Fineco<br />

Assicurazioni, consisting of 2,652,000 shares, for a<br />

price of €56 million, which attributes a global value of<br />

around €110 million to Fineco Assicurazioni. The Italian<br />

insurance watchdog authority, ISVAP, approved the<br />

operation on 4 August. As of the half-year report for<br />

2006, Capitalia’s equity investment ceased to be<br />

consolidated on a line-by-line basis for the reasons<br />

given in the Report. The investment consists of<br />

2,548,000 shares with a par value of €1 each, equal to<br />

49% of the share capital of the investee. With effect as<br />

of 29 November, the date on which the modifications<br />

to the name of the company were entered in the<br />

Company Register, Fineco Assicurazioni became<br />

Capitalia Assicurazioni and moved its registered offices<br />

from Rome to Milan.<br />

Two companies were liquidated and eliminated from<br />

Capitalia’s portfolio of equity interests: B.S.H. – Brun<br />

Service Holding S.p.A. in liquidazione (49%), which was<br />

removed from the Company Register of Brindisi on 16<br />

March 2006 upon completion of the liquidation process;<br />

and Columbus II Limited Partnership (0.714%), which was<br />

removed from the Company Register of the State of<br />

Delaware on 22 March 2006 upon completion of the<br />

liquidation process.<br />

Finally, the following changes occurred with regard to<br />

a number of Capitalia investments:<br />

On 24 May and 29 September, Capitalia received<br />

a total of €9,065,734 from Athena Private Equity<br />

the holding in Euroclear Plc decreased from<br />

0.327% to 0.326% upon the completion, on 1 January


20 21<br />

2006, of a capital increase restricted to Euronext<br />

Bruxelles to service the merger of CIK into Euroclear<br />

Bruxelles;<br />

the holding in Centro Agro Alimentare di Napoli<br />

decreased from 1.959% to 1.637% after a decision to not<br />

participate in the capital increase;<br />

the holding in Athena Private Equity S.p.A.<br />

decreased from 24.458% to 23.885% following the<br />

completion, on 7 February, of a capital increase entirely<br />

subscribed by Athena Consulting S.A. (Advisory<br />

Company);<br />

the par value of the equity investment in Società<br />

per l’Ingegneria d’Impresa S.r.l. decreased from<br />

€6,375,000.00 to €2,062,958.00 as a result of a<br />

cancellation of share capital to cover losses through 30<br />

September 2006 and the subsequent bonus capital<br />

increase carried out through the release of reserves, as<br />

authorized by the extraordinary shareholders’ meeting on<br />

21 December. At the same meeting it was resolved to<br />

increase the share capital by up to a maximum<br />

€12,936,126, which was subscribed entirely at the<br />

beginning of 2007 by I.S.E.- Informatica e Sanità a r.l.,<br />

which thereby became a shareholder; Capitalia’s equity<br />

investment decreased to 10.787%;<br />

the holding in S.W.I.F.T. decreased from 0.094% to<br />

0.078% (from 105 to 88 shares) following the ordinary<br />

reallocation of shares in the company performed every<br />

three years based on the volume of work performed by<br />

its shareholders. Taking into account the holdings of<br />

Banca di Roma, Banco di Sicilia and Bipop Carire, the<br />

overall number of shares held by <strong>Group</strong> in S.W.I.F.T.<br />

increased from 157 to 163 (with a resulting increase in its<br />

stake from 0.14% to 0.145%);<br />

the holding in Molise Sviluppo Soc. Consortile p.A.<br />

increased from 3.33% to 3.65% of share capital as a result<br />

of a corporate operation in which a number of<br />

shareholders were removed from the list of shareholders<br />

and the share capital reduced to cover losses;<br />

the par value of the investment in Reggio Emilia<br />

Innovazione Soc. consortile a r.l. was reduced from<br />

€320,000 to €194,000 as a result of the reduction in the<br />

share capital due to losses. Capitalia’s percentage stake<br />

remains unchanged at 18.605%;<br />

the par value of the investment in Milano Est S.p.A.<br />

was reduced from €3,599,820.00 to €2,110,752.00<br />

(equal to 150,768 shares) owing to the cancellation of<br />

shares to cover losses. Capitalia’s percentage stake<br />

remains unchanged at 34.632%;<br />

the par value of the investment in Cosis S.p.A.<br />

decreased from €276,107 to €222,966 after the share<br />

capital was reduced through the proportionate<br />

cancellation of shares; Capitalia’s percentage investment<br />

remains unchanged at 1.29%;<br />

the par value of Capitalia’s investment in Consortium<br />

S.r.L. decreased from €144,344,200 to €2,696,680, while<br />

its percentage stake remained unchanged at <strong>31</strong>.243%.<br />

The reduction came about as a result of an operation that<br />

entailed: the sale of Consortium’s investments in<br />

Mediobanca and Assicurazioni Generali to its own<br />

shareholders for a total price of €655.3 million, with<br />

deferred payment; the subsequent distribution of profits<br />

and reserves in the amount of around €292.5 million; and<br />

the reduction in the share capital and the reimbursement<br />

of reserves of about €550.8 million. The total of €843.3<br />

million was allocated to shareholders, €188 million of it<br />

in cash (of which €58.7 million attributable to Capitalia)<br />

and the remaining €655.3 million (of which €204.7<br />

million attributable to Capitalia) by offsetting against<br />

receivables from Consortium’s shareholders in respect<br />

of the above-mentioned sale of Mediobanca and<br />

Assicurazioni Generali shares;<br />

the par value of the investment in FIDIA - Fondo<br />

Interbancario D’Investimento Azionario SgR S.p.A.


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> ON OPER<strong>AT</strong>ION<br />

decreased from €3,900,000 to €2,860,000 after the<br />

cancellation of shares to reduce the share capital to cover<br />

losses. Capitalia’s percentage stake remains unchanged<br />

at 25%.<br />

After the sale in June of 9,000,000 ordinary Fiat<br />

shares, and a further 22,000,000 sold in the second half<br />

of the year, Capitalia retained 10,199,351 Fiat shares,<br />

equal to 0.93% of ordinary share capital and 0.80% of<br />

entire share capital.<br />

Sanità in liquidazione, a subsidiary company<br />

undergoing liquidation and 99.60% controlled by<br />

Capitalia, modified its legal status from a company<br />

limited by shares (società per azioni) to a private limited<br />

company (società a responsibilità limitata).


22 23<br />

SHAREHOLDERS’ EQUITY,<br />

SOLVENCY R<strong>AT</strong>IOS AND<br />

TREASURY STOCK<br />

The shareholders’ equity of Capitalia S.p.A. at <strong>31</strong><br />

December 2006 amounted to €8,683 million. Changes in<br />

the year are set out in the relevant table.<br />

Risk-weighted assets amounted to €35 billion at <strong>31</strong><br />

December 2006. The Tier 1 ratio was 21.96% and the<br />

total capital ratio was 30.84%.<br />

At <strong>31</strong> December 2006, Capitalia had no own shares in<br />

portfolio. At <strong>31</strong> December 2005, it had held 200,000<br />

own shares. During 2006, Capitalia acquired 69,711,308<br />

shares and sold 69,911,308 to make a net trading gain of<br />

€6,125,628, which it recognized in equity under the<br />

share premium account.<br />

In addition, at <strong>31</strong> December 2006, there were no<br />

unsettled commitments to make spot purchases of<br />

treasury shares.


<strong>CAPITALIA</strong><br />

RESULTS<br />

The performance of Capitalia S.p.A. in 2006 is discussed<br />

with reference to the following reclassified income<br />

statement (see reconciliation table in the appendix).<br />

Since 1 January 2006, Capitalia’s scope of<br />

operations has expanded due to the partial transfer to<br />

Capitalia of the real estate holdings of Banca di Roma,<br />

Banco di Sicilia, Bipop Carire and Capitalia L&F and the<br />

partial, non-proportional spin-off of MCC S.p.A. into<br />

Capitalia concerning the Lending Area, AFS financial<br />

assets, certain equity investments and certain loans to<br />

Italian banks.<br />

<strong>CAPITALIA</strong> S.p.A. – RECLASSIFIED INCOME ST<strong>AT</strong>EMENT<br />

Changes<br />

(thousands of euros) 2006 2005 Total %<br />

Net interest income (264,860) (<strong>31</strong>7,257) 52,397 (16.5)<br />

Net income (loss) on assets and liabilities at fair value 778,027 204,999 573,028 279.5<br />

Dividends 1,152,396 989,341 163,055 16.5<br />

Net commissions (14,628) 12,444 (27,072) –<br />

Other operating income (expenses) 170,088 64,491 105,597 163.7<br />

Gross income 1,821,023 954,018 867,005 90.9<br />

Staff costs (156,409) (126,063) (30,346) 24.1<br />

Other administrative expenses (215,500) (217,854) 2,354 (1.1)<br />

Net adjustments of tangible and intangible assets (33,439) (10,239) (23,200) 226.6<br />

Total operating expenses (405,348) (354,156) (51,192) 14.5<br />

Gross operating profit 1,415,675 599,862 815,813 136.0<br />

Net provisions for liabilities and contingencies (52,816) (34,474) (18,342) 53.2<br />

Net impairment adjustments of loans<br />

and other financial transactions (121,627) (118,227) (3,400) 2.9<br />

Net impairment adjustments of financial assets (8,718) (33,495) 24,777 (74.0)<br />

Total provisions and adjustments (183,161) (186,196) 3,035 (1.6)<br />

Net operating profit 1,232,514 413,666 818,848 197.9<br />

Gains (losses) on disposal of assets and<br />

from equity investments 43,606 7,147 36,459 510.1<br />

Profit before tax 1,276,120 420,813 855,307 203.3<br />

Income tax for the year on continuing operations 168,810 175,652 (6,842) (3.9)<br />

Profit (loss) after tax from groups of assets being divested 1,735 – 1,735 –<br />

Net profit for the year 1,446,665 596,465 850,200 142.5


24 25<br />

NET INTEREST INCOME<br />

The period shows net interest expense of €265<br />

million and is consistent with Capitalia’s function as a<br />

holding company whose chief source of revenue is<br />

dividends. The result includes, among other things, the<br />

portion of interest (€108 million, reported under item<br />

130 among the “Impairment writebacks”) associated with<br />

the time-value effect generated by the application of the<br />

amortized cost method to impaired loans.<br />

GROSS INCOME<br />

Changes<br />

(thousands of euros) 2006 2005 Total %<br />

Net interest income (264,860) (<strong>31</strong>7,257) 52,397 (16.5)<br />

Net income (loss) on assets and liabilities at fair value 778,027 204,999 573,028 279.5<br />

Dividends 1,152,396 989,341 163,055 16.5<br />

Net commissions (14,628) 12,444 (27,072) –<br />

Other operating income (expenses) 170,088 64,491 105,597 163.7<br />

Gross income 1,821,023 954,018 867,005 90.9<br />

Among the components of gross income, dividends<br />

(recognized at the moment entitlement to claim them<br />

arises) rose to €1,152 million from €989 million in 2005.<br />

Net gains on assets and liabilities carried at fair value<br />

increased from €205 million to €778 million. The figure<br />

includes the gain from the sale of around 17 million<br />

Assicurazioni Generali shares (€100.7 million), <strong>31</strong> million<br />

Fiat shares (€151.6 million) and 1<strong>31</strong>.7 million<br />

Immobiliare Lombarda S.p.A. shares (€3.7 million), as<br />

well as a net intragroup income of €449 million from the<br />

sale to Capitalia Partecipazioni of shares in Mediobanca<br />

S.p.A., Pirelli & C. S.p.A., Camfin S.p.A., Gemina S.p.A.<br />

and RCS Mediagroup S.p.A.. Commissions went from<br />

net commission income of €12 million to net expense of<br />

€15 million. Other net operating income rose from €64<br />

to €170 million, thanks mainly to the revenues<br />

generated from real estate. Gross income came to<br />

€1,821 million (€954 million at <strong>31</strong> December 2005).<br />

OPER<strong>AT</strong>ING EXPENSES AND THE GROSS OPER<strong>AT</strong>ING PROFIT<br />

Changes<br />

(thousands of euros) 2006 2005 Total %<br />

Staff costs (156,409) (126,063) (30,346) 24.1<br />

Other administrative expenses (215,500) (217,854) 2,354 (1.1)<br />

Net adjustments of tangible and intangible assets (33,439) (10,239) (23,200) 226.6<br />

Total operating expenses (405,348) (354,156) (51,192) 14.5<br />

Gross operating profit 1,415,675 599,862 815,813 136.0


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> ON OPER<strong>AT</strong>ION<br />

Operating expenses came to €405 million compared<br />

with €354 million in 2005. They included staff costs of<br />

€156 million, which show an increase of 24.1%, partly as<br />

a result of an increase in the average number of employees.<br />

Other administrative costs totaled €215 million, a<br />

decrease of 1.1%. Net writedowns of tangible and intangible<br />

assets amounted to €33 million (compared with<br />

€10 million in 2005), largely a reflection of the spin-off of<br />

real estate holdings. The gross operating profit amounted<br />

to €1,416 million (€600 million at the end of 2005).<br />

PROFIT BEFORE TAX<br />

Changes<br />

(thousands of euros) 2006 2005 Total %<br />

Net provisions for liabilities and contingencies (52,816) (34,474) (18,342) 53.2<br />

Net impairment adjustments of loans and<br />

other financial transactions (121,627) (118,227) (3,400) 2.9<br />

Net impairment adjustments of financial assets (8,718) (33,495) 24,777 (74.0)<br />

Total provisions and adjustments (183,161) (186,196) 3,035 (1.6)<br />

Net operating profit 1,232,514 413,666 818,848 197.9<br />

Gains (losses) on disposal of assets<br />

and from equity investments 43,606 7,147 36,459 510.1<br />

Profit before tax 1,276,120 420,813 855,307 203.3<br />

Total writedowns and provisions amounted to<br />

€183 million, little changed from the prior year<br />

(€186 million). Net impairment adjustments of loans<br />

and other financial transactions amounted to €122<br />

million (€118 million at the end of 2005); net<br />

provisions for liabilities and contingencies came to<br />

€53 million (compared with €34 million a year<br />

earlier), of which €45 million regarding residual<br />

commitments associated with the Ipse investment.<br />

Net impairment adjustments of financial assets<br />

totaled €9 million (compared with €33 million at <strong>31</strong><br />

December 2005).<br />

Net operating profit rose to €1,233 million from<br />

€414 million at <strong>31</strong> December 2005. Including net gains<br />

from disposals amounting to €44 million (of which €52<br />

million is ascribable to the sale of Capitalia<br />

Assicurazioni), compared with €7 million in 2005, profit<br />

before tax came to €1,276 million. At <strong>31</strong> December<br />

2005, profit before tax was €421 million.<br />

NET PROFIT FOR THE YEAR<br />

Changes<br />

(thousands of euros) 2006 2005 Total %<br />

Income tax for the year on continuing operations 168,810 175,652 (6,842) (3.9)<br />

Profit (loss) after tax from groups of assets<br />

being divested 1,735 – 1.735 –<br />

Net profit for the year 1,446,665 596,465 850,200 142.5


26 27<br />

Including positive income taxes for the period of €169 million (€176 million in 2005) and <strong>Group</strong> income from assets<br />

being divested (€2 million), the net profit of Capitalia S.p.A. at <strong>31</strong> December 2006 totaled €1,447 million. The figure for<br />

<strong>31</strong> December 2005 was €596 million.<br />

The following table shows the impact that significant, non-recurring operations performed in 2006 had on the Parent<br />

Company:<br />

(millions of euros)<br />

Impact on income statement<br />

gross of tax<br />

Selling of AFS shares to Capitalia Partecipazioni 449.0<br />

Accrual to provision for liabilities and contingencies – Ipse –45.4<br />

Gain on disposal of Capitalia Assicurazioni 51.6<br />

Gain on disposal of Banca Italo Albanese 13.0


<strong>CAPITALIA</strong><br />

SHARE CAPITAL AND SHAREHOLDERS’<br />

AGREEMENTS<br />

SHARE CAPITAL<br />

Capitalia S.p.A.’s share capital, which amounted to<br />

€2,511,134,376 at <strong>31</strong> December 2005, increased by<br />

€84,304,709 over the course of 2006. More specifically:<br />

€75,261,959 as a result of the partial, nonproportional<br />

spin-off of MCC S.p.A. into Capitalia,<br />

effective on 1 January 2006 at 00:01;<br />

€9,042,750 as a result of the exercise of warrants by<br />

employees and the consequent issue of new shares<br />

under the 2002/2008 Stock Option Plan (7,428,250 new<br />

shares issued), the 2005/2011 Stock Option Plan<br />

(380,000 new shares issued) and the 2003/2009 Stock<br />

Option Plan (1,234,500 new shares issued) authorized<br />

by the Extraordinary Shareholders’ meetings of 16 May<br />

2002, 4 April 2005 and 28 November 2005,<br />

respectively;<br />

At <strong>31</strong> December 2006, Capitalia’s share capital<br />

therefore stood at €2,595,439,085 and consisted of<br />

2,595,439,085 ordinary shares with a par value of €1<br />

each.<br />

After the close of the year, share capital increased by<br />

€942,075 as a result of the exercise of the warrants<br />

granted under the stock option plans for 2002/2008<br />

(250,700 warrants), 2005/2011 (55,000 warrants) and<br />

2003/2009 (636,375 warrants). Therefore, as of 2 March<br />

2007, the share capital of Capitalia S.p.A., fully<br />

subscribed and paid up, totaled €2,596,381,160 and<br />

consisted of 2,596,381,160 ordinary shares with a par<br />

value of €1 each.<br />

The schedule reporting the composition of the<br />

shareholders of Capitalia S.p.A. is given in the section<br />

“Capitalia S.p.A. shareholders” in the consolidated report.<br />

SHAREHOLDERS’ AGREEMENTS<br />

On 4 July 2005 the parties to the shareholders’<br />

agreement (signed on 22 October 2003 with the<br />

objective of stabilizing the <strong>Group</strong>’s ownership,<br />

guaranteeing its decision-making and managerial<br />

independence and strengthening the <strong>Group</strong>’s longterm<br />

strategies) signed a new agreement expiring on 3<br />

July 2008.<br />

On February 16, 2006, the parties signed a new<br />

agreement that incorporated the changes in the<br />

percentages of shares held as a result of the operations<br />

envisaged in the Addendum signed on 19 January 2006.<br />

More specifically:<br />

the Toro Assicurazioni <strong>Group</strong>’s stake fell to 1.01%;<br />

the shares sold by the Toro <strong>Group</strong> (1.094%) were<br />

acquired in proportion to their respective equity interests<br />

by the Fondiaria-SAI <strong>Group</strong> (0.51%), Pirelli & C. S.p.A.<br />

(0.30%), by Cinecittà Centro Commerciale S.p.A. (0.20%),<br />

by Colacem S.p.A. (0.01%) and by Fininvest S.p.A. (0.08%);<br />

Fininvest S.p.A.’s stake also increased through the<br />

purchase of 0.52% of Capitalia shares on the open market;<br />

Fondiaria-SAI <strong>Group</strong> also bought a further stake of<br />

0.06% on the open market.


28 29<br />

During 2006, the following stock transfers were also<br />

carried out:<br />

on 4 April 2006, Finanziaria Tosinvest S.p.A., a party<br />

to the shareholders’ agreement, transferred 24,453,051<br />

Capitalia shares to its parent company, Tosinvest S.A.;<br />

on 1 June 2006, Colacem S.p.A. sold 25,864,919<br />

Capitalia shares pledged under the agreement to its<br />

parent company, Financo S.r.l.;<br />

on 28 June 2006, Italmobiliare S.p.A. sold 6,456,343<br />

Capitalia shares pledged under the shareholders’<br />

agreement to its subsidiary, Franco Tosi S.r.l..<br />

On 26 October 2006, in performance of the<br />

transactions provided for in the Addendum signed the<br />

previous 18 October by the parties to the agreement:<br />

Pirelli & C. S.p.A. sold its entire holding in Capitalia,<br />

equal to 1.915% and represented by 49,689,476;<br />

follows: ABN AMRO <strong>Group</strong> (0.948%), Fondazione<br />

Manodori (0.255%), Fondiaria-Sai <strong>Group</strong> (0.387%),<br />

Cinecittà Centro Commerciale S.p.A. (0.175%), Fininvest<br />

S.p.A. (0.123%) and Fineldo S.p.A. (0.027%).<br />

Following the sale, Pirelli & C. S.p.A. ceased to be a<br />

member of the Agreement.<br />

On 27 November 2006 Cinecittà Centro Commerciale<br />

S.p.A. transferred the 51,900,755 ordinary Capitalia<br />

shares pledged to the agreement to its wholly-owned<br />

subsidiary Toti Invest S.r.l. Unipersonale.<br />

As a result of the amendments described above and<br />

the Capitalia capital increase arising from the exercise of<br />

the warrants granted under the stock option plans, the<br />

total percentage of Capitalia shares held by the parties to<br />

the agreement at <strong>31</strong> December 2006 stood at <strong>31</strong>.00%.<br />

The Fondazione Banco di Sicilia continues to hold shares<br />

that are not pledged under the agreement amounting to<br />

about 1.02% of the company’s share capital.<br />

the shares sold by Pirelli & C. S.p.A. were acquired at<br />

a price of €6.6993 per share by the participants as<br />

The following table sets out the parties to the<br />

agreement:


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> ON OPER<strong>AT</strong>ION<br />

Capitalia S.p.A. shareholders Number of shares pledged % of share capital<br />

a) ABN AMRO Bank (Luxembourg) S.A. 117,133,575 4.51%<br />

ABN AMRO Bank N.V. 77,972,112 3.00%<br />

Algemene Bank Nederland B.V. 28,114,964 1.08%<br />

b) Fondazione Manodori 107,072,401 4.13%<br />

c) Fondiaria-SAI S.p.A. 67,911,042 2.62%<br />

Milano Assicurazioni S.p.A. 23,184,363 0.89%<br />

d) Regione Siciliana 73,746,225 2.84%<br />

e) Tosinvest S.A. 54,633,051 2.10%<br />

f) Toti Invest S.r.l. Unipersonale 51,900,755 2.00%<br />

g) Fondazione Banco di Sicilia 44,332,264 1.71%<br />

h) Financo S.r.l. 25,864,919 1.00%<br />

i) Fininvest S.p.A. 29,069,386 1.12%<br />

l) Nuova Tirrena S.p.A. 16,250,000 0.63%<br />

Augusta Assicurazioni S.p.A. 7,083,629 0.27%<br />

Toro Targa Assicurazioni S.p.A. 2,949,883 0.11%<br />

m) Omniaholding S.p.A. 11,186,739 0.43%<br />

Immsi S.p.A. 11,138,789 0.43%<br />

n) Alfio Marchini 20,035,507 0.77%<br />

o) Fineldo S.p.A. 11,141,096 0.43%<br />

p) Elle Fin. S.A. 9,930,700 0.38%<br />

q) Franco Tosi S.r.l. 6,456,343 0.25%<br />

r) Sirefid S.p.A. 4,000,000 0.15%<br />

s) Angelini Partecipazioni Finanziarie S.r.l. 3,484,349 0.13%<br />

Total 804,592,092 <strong>31</strong>.00%<br />

The following is a description of the essential terms of<br />

the Agreement.<br />

The agreement will remain in force until 3 July 2008.<br />

No shareholders are in a position to exercise control over<br />

Capitalia through their membership of the agreement.<br />

With regard to limitations on shareholdings, the<br />

parties have undertaken not to increase their equity<br />

investment or voting rights in Capitalia either directly or<br />

indirectly. This limit does not extend to the trading of<br />

Capitalia shares within the limits imposed by the<br />

regulations of the Bank of Italy and Consob and, in any<br />

case, within 0.1% for each shareholder and 0.2% for ABN<br />

AMRO, without prejudice to the take-over bid limit<br />

pursuant to Article 106 (Section 3b) of Law 58 of 24<br />

February 1998 and Article 46 of Consob Regulation<br />

11971/1999.<br />

Furthermore, with regard to the sale of pledged<br />

shares, the parties have agreed not to transfer them<br />

either in whole or in part. The shares may, however, be<br />

transferred within the same group. The members’<br />

meeting can, by unanimous vote and subject to<br />

authorization of the relevant regulatory body, authorize<br />

their sale to a shareholder party to the agreement. The


30 <strong>31</strong><br />

other parties have a pre-emptive right to purchase in<br />

proportion to their share.<br />

The organs of the agreement are the Chairman, as<br />

nominated by the members’ meeting, and the members’<br />

meeting itself. The agreement envisages that the<br />

members’ meeting shall be convened before each<br />

Capitalia Shareholders’ Meeting called to appoint<br />

directors and statutory auditors; and before Capitalia’s<br />

Board of Directors meets to vote on capital increases,<br />

mergers or demergers outside the <strong>Group</strong>, the acquisition<br />

or disposal of equity investments or firms (for transactions<br />

of more than €350 million) or on the strategy to adopt in<br />

response to takeover bids, as well as the appointment of<br />

the chairman of the shareholders’ agreement in the event<br />

of substitution.<br />

The parties to the shareholders’ agreement have<br />

undertaken to ensure that the Capitalia Board of Directors<br />

is composed of twenty-one members, designated as<br />

follows: the current Chairman of Capitalia, Cesare<br />

Geronzi, retains his position; the Managing Director,<br />

Matteo Arpe, also retains his position. Three directors<br />

shall be named by ABN AMRO; eleven by parties to the<br />

agreement with a holding of no less than 0.75% (except<br />

for the parties belonging to the Toro Assicurazioni which<br />

has waived its right to name directors); four independent<br />

directors (of which one named by ABN AMRO) by all<br />

parties by majority vote; and one additional member, by<br />

the current Chairman of Capitalia.<br />

The members’ meeting approves resolutions by<br />

simple majority vote. A majority of 65% is required for<br />

decisions regarding capital increases, mergers or<br />

demergers outside the <strong>Group</strong>, the acquisition or disposal<br />

of equity investments or firms (for transactions of more<br />

than €350 million) or the strategy to adopt in response to<br />

take-over bids. Even in the event of a resolution by the<br />

members’ meeting, unless such resolution is approved by<br />

75% of the votes, the directors shall be free to make<br />

decisions as they see fit. During Capitalia Shareholders’<br />

Meetings, the parties to the agreement are required to<br />

vote in favor of recommendations of the Board unless at<br />

least one-third of the Directors have voted against<br />

AGREEMENT WITH THE REGION OF SICILY<br />

On 21 January 2002, the Region of Sicily and Banca di<br />

Roma (now Capitalia) signed an agreement containing<br />

the terms of the accords reached regarding the merger of<br />

Banco di Sicilia into Banca di Roma and the consequent<br />

formation of a new company to take over the banking<br />

business of Banco di Sicilia, in accordance with the<br />

corporate reorganization of the entire Bancaroma<br />

banking group. In particular, the agreements govern the<br />

Region’s equity investment in Capitalia and its<br />

representation in the corporate bodies of the holding<br />

company. The agreement was tacitly renewed for three<br />

years as from 1 July 2005, which was its original<br />

termination date. On 16 January 2006, the parties<br />

extended the period during which the Region of Sicily is<br />

barred from transferring its Capitalia shares, which total<br />

73,746,225, to third parties to 3 July 2008.<br />

<strong>CAPITALIA</strong> – TORO ASSICURAZION AGREEMENT<br />

On <strong>31</strong> July 2006, the Agreement between Capitalia<br />

and Toro Assicurazioni S.p.A expired due to the lapse of<br />

the sole remaining contractual obligation regarding the<br />

commitment by Toro Assicurazioni not to transfer, in<br />

whole or in part, the 26,283,512 Capitalia shares (1.01%)<br />

held through its subsidiaries Augusta Assicurazioni<br />

S.p.A., Nuova Tirrena S.p.A. and Toro Targa Assicurazioni<br />

S.p.A. until 30 July 2006.<br />

The shares continue to be pledged under the<br />

Capitalia shareholders’ agreement through 3 July 2008.<br />

All agreements mentioned above have been<br />

published in accordance with applicable law.


<strong>CAPITALIA</strong><br />

THE OPER<strong>AT</strong>ING STRUCTURE<br />

HUMAN RESOURCES<br />

At <strong>31</strong> December 2005, Capitalia S.p.A. had 1,112<br />

employees. Over the period, 71 employees left the<br />

company and 155 were hired (77 of which were<br />

intragroup transfers). At <strong>31</strong> December 2006, the<br />

company had 1,196 employees (2) (including 58 from the<br />

partial demerger of the MCC business unit), a 7.6%<br />

increase. The composition breaks down as follows.<br />

Men Women Total<br />

Senior management 127 24 151<br />

Junior management 415 237 652<br />

Professional areas 159 234 393<br />

Total 701 495 1.196<br />

The company’s hiring policy favored the<br />

strengthening of management and certain strategic<br />

structures by incorporating new employees transferred<br />

from other <strong>Group</strong> companies and hired from outside the<br />

<strong>Group</strong>.<br />

Ordinary departures (resignations) and separation<br />

incentive schemes (one to one) involved a total of 34<br />

employees. Exits due to the transfer of contracts<br />

between <strong>Group</strong> companies came to 37.<br />

Capitalia continued to consolidate its structures in line<br />

with the organizational and corporate restructuring<br />

provided for under the 2005-2007 Business Plan. In order<br />

to meet the requirement of those structures, Capitalia<br />

selected employees from the <strong>Group</strong>’s existing workforce<br />

and made external hires. It also employed persons on a<br />

contract basis for certain short-term projects.<br />

As part of plan to increase staff in the internal auditing<br />

area, 18 professionals with specific skills were found<br />

within the <strong>Group</strong> and seconded to Capitalia, 10 of which<br />

in the first half of 2007 through the voluntary transfer of<br />

their employment contract.<br />

In conjunction with the partial demerger of the MCC<br />

business unit regarding the Markets, Finance and<br />

Settlement and Equity Investments area, a total of 58<br />

employees were transferred to the Finance line.<br />

External Intragroup Total<br />

Senior management – 4 4<br />

Junior management 15 47 62<br />

Professional areas 63 26 89<br />

Total 78 77 155<br />

With a view to generating <strong>Group</strong> synergies, 37<br />

intragroup transfers were carried out by Capitalia S.p.A.<br />

(more than half of exits in 2006) in order to meet specific<br />

needs at subsidiaries. Secondments to Capitalia<br />

Solutions, operational since 1 January 2006 were also<br />

(2) The figure includes 34 employees seconded to <strong>Group</strong> companies. In addition, 123 employees of other <strong>Group</strong> companies are seconded to Capitalia, which<br />

also has 35 atypical workers.


32 33<br />

defined. The transfers took place in the second half of the<br />

year with the voluntary transfer of their employment<br />

contract.<br />

As part of the rationalization of processes in order to<br />

expand commercial activities and improve services, a<br />

<strong>Group</strong> call center was established at Capitalia S.p.A. in<br />

November. The unit initially operated with the staff of the<br />

Banca di Roma call center. New personnel were later<br />

hired. Of the seconded staff, some transferred to<br />

Capitalia S.p.A. at the end of 2006, while new transfers<br />

and external hires are planned for 2007.<br />

Capitalia provided support and consulting to the<br />

<strong>Group</strong> companies on matters relating to union, labor law<br />

and pension issues. Specific assistance was provided to<br />

the companies involved in the reorganization measures<br />

envisaged in the 2005-2007 Business Plan. Help was also<br />

provided in dealing with the issues associated with the<br />

start up of Capitalia Solutions, as well as with<br />

reorganization and staff placement at Capitalia<br />

Informatica.<br />

Support with regard to union and labor issues also<br />

involved a number of Parent Company structures as well<br />

as the companies involved in the sale to the government<br />

of the <strong>Group</strong>’s tax collection operations (Banca di Roma<br />

per l’Esattoria di Frosinone, S.E.M. S.p.A. and<br />

Riscoservice S.p.A.). The union aspects of the creation of<br />

the call center were also coordinated, preserving<br />

employment levels and professional development<br />

opportunities with intragroup transfers and specific<br />

training programs.<br />

With regard to workplace health and safety, in<br />

implementation of the agreement signed on 29<br />

November 2005 and the related Regulation, steps were<br />

take to prepare and organize the election of Worker<br />

Safety Representatives (WSR), as well as to train the<br />

WSRs, and insure the full roll-out of the body envisaged<br />

under Legislative Decree 626/1994.<br />

As regards staff training and development, the trade<br />

unions were kept informed of and involved in training<br />

initiatives in 2006 and the professional assessment<br />

system adopted. Four training plans were presented for<br />

approval to the national continuing education fund for<br />

service-sector employees (Fondo For.Te.), with the dual<br />

aim of sustaining company competitiveness and ensure<br />

the employability of staff over their working lives. The<br />

plans are founded on the principles of continuing<br />

education (to underscore human capital as a factor for<br />

corporate competitiveness), professional skills and<br />

excellence in knowledge and conduct. Capitalia agreed<br />

the training plans with the unions representing the<br />

employees involved in the initiative, signing an<br />

agreement guaranteeing access to funding under the<br />

Fondo For.Te.. For two years beginning in 2007, Capitalia<br />

will run the four training plans with 11 projects involving<br />

more than half of <strong>Group</strong> employees.<br />

Staff training activities were focused on expanding<br />

professional skills in furtherance of the <strong>Group</strong>’s<br />

organizational design and in line with the 2005-2007<br />

Business Plan. The training was particularly geared<br />

towards supporting the “Cambia Tutto”, “Mid<br />

Corporate” and “Customer Satisfaction” programs,<br />

which are described in the consolidated report on<br />

operations. In addition, a variety of management and<br />

conduct training projects were undertaken at a number of<br />

project companies, with initiatives focusing on specific<br />

lines of business.<br />

For the third year in a row, the professional<br />

assessment system was implemented for the entire<br />

Capitalia workforce, incorporating improvements to<br />

enable the more structured collection of information on<br />

the employees assessed. The link with Capitalia’s<br />

“training catalogue” makes it possible to inform<br />

employees about the most appropriate training courses<br />

for their professional development. Capitalia Informatica,<br />

which received Parent Company support in<br />

implementing the new process, also adopted the


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> ON OPER<strong>AT</strong>ION<br />

assessment system, which was already in operation at<br />

MCC and Capitalia Service J.V..<br />

All <strong>Group</strong> employees were kept up to date on<br />

developments with periodic communications, the <strong>Group</strong><br />

intranet and the distribution of a range of internal<br />

publications, all of which helped support motivation and<br />

team spirit in addition to providing information on new<br />

<strong>Group</strong> projects. Internal communication events were also<br />

organized and assistance was provided in the launch of<br />

specific initiatives, such as the “Customer Satisfaction”<br />

and “Delinquency Management” projects.<br />

by Capitalia Informatica through the <strong>Group</strong> reference<br />

platform, customized as appropriate for the specific<br />

operational needs of the Parent Company. All the<br />

initiatives undertaken to support compliance with new<br />

regulations and the adoption of new control and<br />

monitoring tools therefore also involved Capitalia.<br />

Specifically, the following projects were implemented:<br />

in support of finance operations, the evolution of the<br />

Murex G 2000 system and the completion of the EAI<br />

platform to integrate front/middle office, back office and<br />

risk management systems, based on business process<br />

and workflow management methods and tools;<br />

ORGANIZ<strong>AT</strong>IONAL DEVELOPMENT<br />

AND TECHNOLOGICAL INFRASTRUCTURE<br />

In 2006 organizational activity focused on governing<br />

internal processes and updating the rules related to the<br />

structures and role of the holding company. In addition,<br />

activity focused on implementing the projects provided<br />

for under the business continuity plan.<br />

As regards information systems, Capitalia S.p.A. uses<br />

the applications and technology infrastructure operated<br />

the integration of the Parent Company’s operations<br />

in the <strong>Group</strong>’s operational ALM system (front office),<br />

which is used to manage interest rate risk at the level of<br />

individual banks (banking book) and the <strong>Group</strong>;<br />

the completion of the implementation of IT<br />

procedures for depository bank operations;<br />

the centralization and consolidation of systems of the<br />

market and interconnection platform for both the Parent<br />

Company and the retail banks.


34 35<br />

<strong>ANNUAL</strong> <strong>REPORT</strong> ON THE CORPOR<strong>AT</strong>E<br />

GOVERNANCE SYSTEM AND<br />

COMPLIANCE WITH THE CORPOR<strong>AT</strong>E<br />

GOVERNANCE CODE FOR<br />

LISTED COMPANIES – 2006<br />

The recommendations contained in the Corporate<br />

Governance Code, published in July 2002, were take into<br />

consideration in preparing this report. Moreover, the<br />

Bank announces that it has adopted the new 2006<br />

Corporate Governance Code and begun the process of<br />

implementing the specific recommendations.<br />

Therefore, this report is divided into two sections:<br />

I) governance structures<br />

II) information on the implementation of the 2002<br />

version of the Corporate Governance Code<br />

Section I: GOVERNANCE STRUCTURES<br />

INTRODUCTION<br />

Since 2001 the Bank has adopted the Corporate<br />

Governance Code for Listed Companies developed by<br />

the Committee for the Corporate Governance of<br />

Listed Companies at Borsa Italiana S.p.A. as its<br />

reference framework for effective governance. The<br />

Bank has continued to monitor the compliance of its<br />

own system of corporate governance with the<br />

recommendations of the Code, informing<br />

shareholders and stakeholders of developments in the<br />

annual report on operations.<br />

The corporate governance system of the Capitalia<br />

Banking <strong>Group</strong>, which is based on balancing the<br />

guidance and control role of the Capitalia <strong>Group</strong> with the<br />

autonomy and delegated authority of each company,<br />

continues to comply with the principles of the Code and<br />

the highest standards of the Italian financial market.<br />

The recent changes in the laws governing banking<br />

and financial activities has allowed the Bank, as the<br />

parent company, to strengthen its role of providing<br />

guidance and coordination, aimed at ensuring that all<br />

<strong>Group</strong> Companies comply with rules established by<br />

legislative and control bodies.<br />

The corporate governance system ensures that<br />

management’s action is independent and, at the same<br />

time, subject to scrutiny and geared towards achieving its<br />

objectives through effective mechanisms free of conflicts<br />

of interest.<br />

The company, which is a complex organization, brings<br />

together diverse skills and responsibilities, melding the<br />

contributions of many in a collegial decision-making<br />

process with the contribution of all the structures<br />

involved.<br />

Capitalia has developed a comprehensive system of<br />

rules that express the fundamental values of the<br />

“enterprise culture” and the conduct to adopt in order to<br />

implement them in reality. This system has been laid<br />

down in a single document, the “Charter of Principles<br />

and Code of Conduct”. Compliance with these principles<br />

and rules of conduct is an essential prerequisite for<br />

enhancing the reputation and efficiency of the entire<br />

<strong>Group</strong> in the market.<br />

Capitalia’s mission is to create wealth through the<br />

responsible and efficient exercise of financial and credit


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> ON OPER<strong>AT</strong>ION<br />

activity, in respect for and recognition of the value of the<br />

individual, social cohesion and environmental integrity.<br />

The pursuit of this mission is inspired by the basic values<br />

contained in the Charter, which is divided into ten points,<br />

including the principles of dignity, dedication,<br />

cooperation, excellence, professionalism, transparency<br />

and propriety.<br />

The Code of Conduct is one of the measures we have<br />

taken to ensure the legitimacy and efficiency of company<br />

action and, at the same time, comply with Consob<br />

regulations for intermediaries, as regards the “Specific<br />

Rules of Conduct for Investment Services” and it is also<br />

intended to pursue the purposes of Legislative Decree<br />

2<strong>31</strong>/2001.<br />

The Charter and the Code guide all of the activities of<br />

the Board of Directors and Capitalia’s other bodies, as<br />

well as the coordination activities and implementation of<br />

<strong>Group</strong> policy by Capitalia management.<br />

A direct offshoot of Capitalia’s mission is its Corporate<br />

Social Responsibility policy. Aware that socially<br />

responsible conduct is a corporate duty, which should<br />

translate into daily action and an ongoing longer term<br />

commitment, Capitalia presented its first Sustainability<br />

Report to inform all stakeholders involved about the<br />

initiatives undertaken and the results achieved thus far.<br />

OWNERSHIP STRUCTURE<br />

The parties to the agreement include leading financial<br />

and industrial companies from Italy and abroad, in<br />

addition to a number of major institutions. The aim of the<br />

initiative is to stabilize the <strong>Group</strong>’s ownership and<br />

strengthen the <strong>Group</strong>’s long-term strategies.<br />

The parties to the agreement, which expired on 3 July<br />

2008, contributed shares representing <strong>31</strong>.10% of the<br />

share capital. It is felt that the presence of a strong bank<br />

shareholder, one of the leading banking groups in the<br />

world, the diversity of the other shareholders, the<br />

moderate weight of industrial shareholders with respect<br />

to the other parties and the rules governing the<br />

agreement will guarantee the full independence of<br />

Capitalia’s decision-making and management and the<br />

effectiveness of its strategic guidance.<br />

The members have undertaken to ensure that<br />

Capitalia has a Board of Directors composed of 21<br />

members, an Executive Committee of seven members,<br />

including the Chairman and Managing Director, and a<br />

Board of Auditors with three serving auditors and three<br />

alternates, two of which to be designated by the parties<br />

to the agreement while the third, pursuant to the Bylaws,<br />

is appointed by minority shareholders.<br />

The list of the members of the shareholders’<br />

agreement and the key elements of the agreement are<br />

provided in the individual report on operations in the<br />

section “Shareholders’ agreements”.<br />

The share capital is composed exclusively of ordinary<br />

shares with voting rights. The list of main shareholders is<br />

given in the report on operations in the consolidated<br />

financial statements, in the section “Capitalia S.p.A.’s<br />

Shareholders”.<br />

ORGANIZ<strong>AT</strong>ION OF THE COMPANY<br />

In conformity with current legislation governing<br />

banking and credit and listed issuers, the company<br />

organization is composed of:<br />

A number of Capitalia S.p.A.’s shareholders entered a<br />

new shareholders’ agreement, most recently amended<br />

on 16 February 2006.<br />

the Shareholders’ Meeting, which meets in ordinary<br />

session at least once a year in order to deal with the<br />

matters for which it is responsible and in extraordinary


36 37<br />

session to deal with the matters for which it is responsible<br />

by law;<br />

the Board of Directors, which has a central role in the<br />

corporate governance system and which is responsible<br />

for setting strategic and organizational guidelines;<br />

governance for the structures of the <strong>Group</strong> companies,<br />

enabling the dissemination of best practices and<br />

distinctive skills and maximizing synergies. The overall<br />

coordination of the main <strong>Group</strong> companies is carried out<br />

by specific Capitalia Lines/Areas.<br />

the Executive Committee, to which the Board of<br />

Directors has delegated powers, specifying the limits of<br />

such delegation;<br />

Section II: INFORM<strong>AT</strong>ION ON THE<br />

IMPLEMENT<strong>AT</strong>ION OF THE 2002 VERSION<br />

OF THE CORPOR<strong>AT</strong>E GOVERNANCE CODE<br />

the Board of Auditors, which is responsible for<br />

monitoring compliance with the law and the bylaws,<br />

compliance with the principles of good administration, the<br />

adequacy of the company’s organizational structure with<br />

regard to the matters in its sphere of responsibility, the<br />

internal control system and the administrative-accounting<br />

system as well as the adequacy of the instructions issued<br />

by the Parent Company to subsidiaries with regard to<br />

fulfillment of the disclosure requirements. The Board of<br />

Auditors are charged with supervising the methods for<br />

implementing the corporate governance rules provided by<br />

the codes of conduct drawn up by the companies that<br />

manage regulated markets or by industry associations<br />

which the company has publicly announced it follows.<br />

The task of auditing the accounts is entrusted to an<br />

auditing firm entered in the special register of such<br />

firms, which is appointed by the Shareholders’ Meetings<br />

under law.<br />

Capitalia performs policy, control and governance<br />

activities for the <strong>Group</strong>, thereby ensuring balance<br />

between its role as parent company and respect for the<br />

autonomy and delegated powers of the <strong>Group</strong><br />

companies, through a system of clear, common rules that<br />

promote the exchange of information and the creation of<br />

a shared business culture.<br />

BOARD OF DIRECTORS<br />

ROLE AND DELEG<strong>AT</strong>ION OF POWERS<br />

The Board of Directors is the central organ of the<br />

Bank’s governance system.<br />

In the light of the bylaws, the assignment of powers<br />

and company practice, the Board has exclusive<br />

responsibility for all the areas specified in the Corporate<br />

Governance Code.<br />

The Board is vested with all powers to carry out the<br />

Company’s ordinary and extraordinary business, except<br />

where expressly reserved by law to the Shareholders’<br />

Meeting. In this regard, the Board is exclusively<br />

responsible for:<br />

determining the general policy of the Company and<br />

approving the strategic, business and financial plans of<br />

the Company;<br />

approving or amending the Company’s internal<br />

regulations with regard to its organizational,<br />

administrative and accounting structure and general<br />

operating guidelines;<br />

The Parent Company is structured around Lines, Areas<br />

and Functions that, in each of their areas, perform<br />

in compliance with the provisions of law and the<br />

bylaws, delegating its powers to the Executive


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> ON OPER<strong>AT</strong>ION<br />

Committee (specifying the limits of such delegation) and<br />

establishing other committees;<br />

appointing a Managing Director, specifying the limits<br />

of the delegation of powers;<br />

Decisions made by persons to whom such powers<br />

have been delegated must be reported to the Board of<br />

Directors in accordance with the procedures and<br />

timetable established by the Board and in any case on at<br />

least a quarterly basis, all in compliance with the law.<br />

on a proposal by the Managing Director, appointing<br />

the General Manager and the members of top<br />

management of the Bank as well as the top management<br />

of subsidiaries;<br />

acquiring or disposing of equity investments that<br />

could change the composition of the <strong>Group</strong> or of<br />

controlling interests or associates;<br />

determining the criteria for the coordination and<br />

management of the companies of the Capitalia <strong>Group</strong>, as<br />

well as carrying out the instructions issued by the Bank of<br />

Italy in the interest of the stability of the <strong>Group</strong>.<br />

The Board of Directors may – without powers of<br />

delegation – also take decisions regarding:<br />

The Board of Directors also sets the remuneration of<br />

the Managing Director and directors with special<br />

responsibilities on the basis of a proposal by the<br />

Compensation Committee and having heard the Board<br />

of Statutory Auditors.<br />

Pursuant to the last paragraph of Article 17 of the<br />

bylaws, the Board of Directors normally reports to the<br />

Board of Auditors on the occasion of the former’s<br />

meetings, but it shall also report directly, in a timely<br />

manner and in any case at least quarterly on the activity<br />

carried out and on operations with a major economic,<br />

financial or balance sheet impact performed by the Bank<br />

or its subsidiaries; in particular, the Board of Directors<br />

shall report on any transactions in which the Directors<br />

have an interest of their own or on behalf of third parties.<br />

mergers in the cases envisaged in Articles 2505 and<br />

2505-bis of the Civil Code in the manner and within the<br />

time limits provided for therein;<br />

the establishment and elimination of secondary<br />

headquarters;<br />

the reduction of share capital in the event of the<br />

withdrawal of a shareholder;<br />

the amendment of the Bylaws in compliance with<br />

legislative provisions.<br />

The structure of the delegation of powers leaves<br />

responsibility for operations with a significant economic,<br />

financial or balance sheet impact to the Board of<br />

Directors, with special regard to transactions with related<br />

parties. The latter are discussed below.<br />

Such disclosure is normally ensured through the<br />

constant participation of the Board of Auditors in the<br />

meetings of the Board of Directors and the Executive<br />

Committee.<br />

Under Article 17 of the bylaws, in urgent<br />

circumstances the Executive Committee may take<br />

decisions normally taken by the Board of Directors; upon<br />

a recommendation of the Managing Director, the<br />

Chairman may take decisions usually taken by the<br />

Executive Committee or Board of Directors when these<br />

are unable to meet. The body that is normally<br />

responsible for such decisions shall be informed at its<br />

next meeting.<br />

The Board of Directors has given the Executive<br />

Committee decision-making powers mainly regarding<br />

lending, operating expenditure and finance on which the


38 39<br />

Executive Committee has reported to the Board of<br />

Directors.<br />

The Board of Directors granted the Chairman and the<br />

Managing Director the joint power to take decisions<br />

concerning the acquisition and disposal of equity<br />

investments (meaning shareholdings classified in the<br />

“financial assets available for sale” and “financial assets<br />

carried at fair value” portfolios) whose carrying amount in<br />

the most recent financial statements is less than 0.60% of<br />

Capitalia’s book equity, excluding transactions that would<br />

involve the recognition of the investment at a value<br />

above that threshold. They were also delegated to carry<br />

out the other significant actions associated with<br />

managing such investments. In addition, the Board also<br />

granted the Chairman and the Managing Director the<br />

joint power to take decisions regarding the acquisition<br />

and disposal of companies or divisions with a value of<br />

less than 0.60% of Capitalia’s book equity.<br />

Pursuant to Article 17 of the bylaws, the Managing<br />

Director proposes lending and investment operations<br />

that are the responsibility of the corporate bodies. He is<br />

also head of personnel and decides on transfers and<br />

promotions – without prejudice to the provisions of<br />

paragraph 2 of Article 17 and proposes such other<br />

measures concerning personnel as have not been<br />

delegated to him.<br />

In addition to the powers established in Article 17, the<br />

Managing Director is responsible, within the scope of<br />

strategies decided by the Board, for proposing to the<br />

Board of Directors the general guidelines for operations,<br />

the budget and the strategic plan of the bank and the<br />

<strong>Group</strong>; monitoring operations and verifying the<br />

achievement of the objectives established in the plan,<br />

including at the <strong>Group</strong> level; proposing budget policy to<br />

the Board; overseeing the granting of credit and<br />

managing classified loans; taking decisions in the manner<br />

and within the limits of the powers established by the<br />

Board regarding lending, finance, spending and current<br />

operations; and proposing to the Chairman appointment<br />

of the bank’s representatives on the management and<br />

control bodies of subsidiaries.<br />

The Managing Director reports periodically to the<br />

Board of Directors on the operations of the Bank and the<br />

<strong>Group</strong> and on the conformity of results with budget<br />

forecasts and the business plan and, at least every<br />

quarter, on activities carried out in the performance of<br />

the duties delegated to him.<br />

The General Manager is responsible for managing the<br />

Company and is assisted by one or more Assistant<br />

General Managers and one or more Deputy General<br />

Managers, as the Board deems fit.<br />

The General Manager also carries out the resolutions<br />

of the Board of Directors and of the Executive Committee<br />

and transacts current business, exercises all other powers<br />

conferred on him, either permanently or from time to<br />

time, by the Board of Directors.<br />

The General Manager attends the meetings of the<br />

Board of Directors and of the Executive Committee with<br />

an advisory vote.<br />

The Board has also given the General Manager the<br />

duty of coordinating the Bank’s line units and overseeing<br />

the assessment of proposed decisions to be submitted to<br />

the Managing Director or other competent bodies, as<br />

well as taking decisions regarding lending, finance,<br />

spending and current operations in the manner and<br />

within the limits of the powers established by the Board.<br />

Given the specific characteristics of the parent<br />

company of a highly complex banking group, it is<br />

especially important to pursue a centralized management<br />

approach based on the coordination of individual<br />

initiatives and the integration of all the information<br />

available. With this in mind, the Board of Directors has<br />

established a series of operating committees to ensure


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> ON OPER<strong>AT</strong>ION<br />

the unity of policy through the maximum dissemination of<br />

information and examination of key activities. The<br />

committees also provide managerial continuity, through<br />

the various phases of operational supervision, to<br />

management control and to strategic decisions. The<br />

chairmanship of the Management, Lending, Special<br />

Finance, Risk, ALM and Expenditure Committees has<br />

been assigned by the Board of Directors to the Managing<br />

Director.<br />

The Management Committee was set up to assist the<br />

Managing Director in carrying out his functions.<br />

Other committees envisaged are a Products<br />

Committee, a Privacy Committee and a Health and<br />

Safety Committee.<br />

Therefore, the composition of the Board of Directors<br />

for 2006 is as follows:<br />

THE BOARD OF DIRECTORS THROUGH<br />

5 DECEMBER 2006<br />

Cesare Geronzi<br />

Chairman<br />

Coenraad Hendrik Adolph Collee Deputy Chairman<br />

Mario Federici Deputy Chairman (§)<br />

Matteo Arpe<br />

Managing Director<br />

Pasquale Cannatelli (*)<br />

Director<br />

Carlo Colaiacovo<br />

Director<br />

Roberto Colaninno<br />

Director<br />

Salvatore Cuffaro<br />

Director<br />

Paolo Fresco Director (§)<br />

COMPOSITION<br />

Jonella Ligresti<br />

Alfio Marchini<br />

Director<br />

Director<br />

The bylaws establish that the administration of the<br />

Bank shall be entrusted to a Board of Directors<br />

composed of between 11 and 21 members. Directors<br />

may be re-elected.<br />

The term of office of the Board of Directors appointed<br />

by the Shareholders’ Meeting on 4 December 2003<br />

expired in December 2006.<br />

On 5 December 2006, the ordinary Shareholders’<br />

Meeting of Capitalia appointed a 20-member Board of<br />

Directors for a three-year term lasting until the<br />

Shareholders’ Meeting to approve the Bank’s financial<br />

statements at <strong>31</strong> December 2008. The new Board of<br />

Directors met on 11 December 2006 to appoint<br />

positions.<br />

Gabriel M. Marino<br />

Director<br />

Paolo Mariotti Director (§)<br />

Ahmed A. Menesi Director (§)<br />

Ernesto Monti (**)<br />

Carlo Alessandro Puri Negri<br />

Director<br />

Director<br />

Alberto Rossetti Director (§)<br />

Carlo Saggio<br />

Director<br />

Giuliano Tagliavini Director (§)<br />

Pierluigi Toti<br />

Director<br />

(*) appointed by the Board of Directors on 20 March 2006 to replaced Antonio<br />

Belloni who resigned as of 10 February 2006<br />

(**) appointed by the Board of Directors on 7 September 2006 to replace<br />

Giampaolo Angelucci, who resigned on 20 July 2006<br />

(§) Independent directors


40 41<br />

THE BOARD OF DIRECTORS APPOINTED BY THE<br />

SHAREHOLDERS’ MEETING OF 5 DECEMBER 2006 (3)<br />

Cesare Geronzi<br />

Chairman<br />

Paolo Savona Deputy Chairman (§)<br />

Paolo Cuccia<br />

Deputy Chairman<br />

Matteo Arpe<br />

Managing Director<br />

Silvio Bianchi Martini Director (§)<br />

Pasquale Cannatelli<br />

Director<br />

Carlo Colaiacovo<br />

Director<br />

Roberto Colaninno<br />

Director<br />

Paolo Fresco Director (§)<br />

Salvatore Mancuso Director (§)<br />

Alfio Marchini<br />

Director<br />

Gabriel M. Marino<br />

Director<br />

Paolo Mariotti Director (§)<br />

Ahmed A. Menesi Director (§)<br />

Ernesto Monti<br />

Director<br />

Massimo Pini<br />

Director<br />

Alberto Rossetti Director (§)<br />

Carlo Saggio Director (§)<br />

Pierluigi Toti<br />

Director<br />

Walter Vezzosi Director (§)<br />

(§) Independent directors<br />

With regard to the appointment, it should be noted<br />

that on 12 October 2006 the Board implemented new<br />

rules together with new procedures for depositing and<br />

publishing slates of candidates for the position of<br />

director in order to allow shareholders to present their<br />

slates in accordance with the provisions of Corporate<br />

Governance Code for listed companies published by<br />

Borsa Italiana in March 2006, concerning the critieria for<br />

candidates to be considered independent.<br />

On 11 December 2006, the Board of Directors<br />

assessed the independence of the directors using new<br />

criteria. On the basis of the information supplied by the<br />

directors themselves, and after an examination of the<br />

individual positions of each, the Board decided that nine<br />

of its members qualified as independent. They were:<br />

Paolo Savona, Silvio Bianchi Martini, Paolo Fresco,<br />

Salvatore Mancuso, Paolo Mariotti, Ahmed A. Menesi,<br />

Alberto Rossetti, Carlo Saggio and Walter Vezzosi.<br />

The directors, thanks in part to the high level of skills<br />

they bring to the job, act and decide knowledgeably and<br />

independently in pursuing the objective of creating<br />

shareholder value. They devote the necessary time to the<br />

diligent performance of their duties, taking account of the<br />

number of positions they hold on the boards of directors<br />

or statutory auditors of other companies that are listed on<br />

regulated markets, including foreign markets, or of<br />

financial companies, banks, insurance companies and<br />

large corporations. In this regard, the following table<br />

shows the directors who hold such positions.<br />

Position at Capitalia Position at other companies<br />

Cesare GERONZI Chairman Deputy Chairman and Member of Executive Committee of<br />

Mediobanca S.p.A.<br />

Chairman of Capitalia Partecipazioni S.p.A.<br />

Paolo CUCCIA Deputy Chairman Country Executive Managing Director of ABN AMRO Bank N.V.<br />

Chairman of EUR S.p.A.<br />

Matteo ARPE Managing Director Managing Director of Capitalia Partecipazioni S.p.A.<br />

Director and Member of the Executive Committee of Mediobanca<br />

S.p.A.<br />

Director and Member of the Executive Committee of Banca<br />

di Roma S.p.A.<br />

(3) The list of Board members is also given in Table 1 in the appendix to this report.


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> ON OPER<strong>AT</strong>ION<br />

Position at Capitalia<br />

Position at other companies<br />

Director of Banco di Sicilia S.p.A.<br />

Director of MCC S.p.A.<br />

Director of CNP Capitalia Vita S.p.A.<br />

Silvio BIANCHI MARTINI Director Director of Banco di Lucca S.p.A.<br />

Auditor of Sofidel S.p.A.<br />

Auditor of Delicarta S.p.A.<br />

Auditor of Soffass S.p.A.<br />

Pasquale CANN<strong>AT</strong>ELLI Director Managing Director of FININVEST S.p.A.<br />

Director of Mediolanum S.p.A.<br />

Director of Mediaset S.p.A.<br />

Director of Arnoldo Mondadori Editore S.p.A.<br />

Carlo COLAIACOVO Director Chairman of Colabeton S.p.A.<br />

Managing Director of Colacem S.p.A.<br />

Director of Financo S.r.l.<br />

Chairman of Fondazione Cassa di Risparmio di Perugia<br />

Member of the Steering Committee of Cassa Depositi e Prestiti S.p.A.<br />

Roberto COLANINNO Director Chairman of Immsi S.p.A.<br />

Chairman of Omniaholding S.p.A.<br />

Chairman of Omniainvest S.p.A.<br />

Chairman of Omniapartecipazioni S.p.A.<br />

Director of Mediobanca S.p.A.<br />

Director of RCN Finanziaria S.p.A.<br />

Director of Rodriquez Cantieri Navali S.p.A.<br />

Paolo FRESCO Director Senior Advisor of Credit Suisse First Boston<br />

Salvatore MANCUSO Director Chairman and CEO of Equinox Management S.A.<br />

Chairman of Faber Holding S.r.l.<br />

Director of Gruppo Intercos<br />

Alfio MARCHINI Director Chairman and Managing Director of Astrim S.p.A.<br />

Chairman of Keryx S.p.A.<br />

Chairman of FI.MAR. S.p.A.<br />

Director of Cementir – Cementerie del Tirreno S.p.A.<br />

Director of SO.FI.MAR. International S.A.<br />

Director of STM S.p.A.<br />

Sole Director of Lujan S.r.l.<br />

Paolo MARIOTTI Director Chairman of the Board of Auditors of Thomson Holding Italia<br />

Ernesto MONTI Director Chairman of Astaldi S.p.A.<br />

Chairman of Finanziaria Tosinvest S.p.A.<br />

Director of EnerTad S.p.A.<br />

Massimo PINI Director Deputy Chairman of Fondiaria-SAI S.p.A.<br />

Deputy Chairman of SASA S.p.A.<br />

Deputy Chairman of Immobiliare Lombarda S.p.A.<br />

Director of Milano Assicurazioni S.p.A.<br />

Director of Finadin S.p.A.<br />

Director of Leonardo S.r.l.<br />

Alberto ROSSETTI Director Director of TAV - Treno Alta Velocità S.p.A.<br />

Director of LEO FUND (ITALIA) SGR S.p.A.<br />

Pierluigi TOTI Director Director of SANSEDONI S.p.A.


42 43<br />

MEETINGS OF THE BOARD OF DIRECTORS<br />

Under the bylaws, the Board of Directors normally<br />

meets once a month.<br />

In 2006, the Board met 15 times, and 12 meetings are<br />

scheduled for 2007. The Directors participated regularly at<br />

the meetings, with a small number of justified absences.<br />

The Chairman of the Board is responsible for calling<br />

meetings, in the manner prescribed in the bylaws. Board<br />

meetings may also be held via video- and audioconference.<br />

In advance of all Board meetings, Directors<br />

are provided with the documentation and information<br />

necessary to enable the Board to express itself<br />

knowledgeably on the issues presented for examination.<br />

EXECUTIVE COMMITTEE<br />

The Board of Directors appoints an Executive<br />

Committee made up of five to seven members. The<br />

Committee is chaired by the Chairman of Board of<br />

Directors and includes the Managing Director.<br />

On 11 December 2006, following its appointment,<br />

the Board of Directors appointed the new members of<br />

the Executive Committee for a term of office to run<br />

concurrently with that of the Board.<br />

For 2006, the Executive Committee has the following<br />

members:<br />

THE EXECUTIVE COMMITTEE THROUGH 5 DECEMBER 2006<br />

Cesare Geronzi<br />

Chairman<br />

Mario Federici<br />

Deputy Chairman<br />

Matteo Arpe<br />

Managing Director<br />

Alfio Marchini<br />

Gabriel M. Marino<br />

Carlo Alessandro Puri Negri<br />

Pierluigi Toti<br />

THE EXECUTIVE COMMITTEE<br />

APPOINTED BY THE BOARD OF DIRECTORS<br />

ON 11 DECEMBER 2006<br />

Cesare Geronzi<br />

Chairman<br />

Paolo Savona<br />

Deputy Chairman<br />

Paolo Cuccia<br />

Deputy Chairman<br />

Matteo Arpe<br />

Managing Director<br />

Ernesto Monti<br />

Massimo Pini<br />

Pierluigi Toti<br />

The Executive Committee met 11 times in 2006. An<br />

equal number of meetings is scheduled for 2007.<br />

APPOINTMENT OF DIRECTORS<br />

In order to allow shareholders, starting with the<br />

appointment of the Board in December 2006, to present<br />

slates of candidates for the position of director in<br />

accordance with the new provisions of Corporate<br />

Governance Code for listed companies published in<br />

March 2006, Capitalia’s Board decided on 12 October<br />

2006 to introduce new critieria for candidates to be<br />

considered independent and new procedures for<br />

depositing and publishing slates of candidates for the<br />

position of director under the new Corporate<br />

Governance Code.<br />

As regards the information that must accompany<br />

candidacies for directorships, the Board of Directors<br />

submitted a specific request, included in the notice<br />

convening the Meeting for the appointment of the new<br />

directors, instructing shareholders to deposit, at least 15<br />

days prior to the date fixed for the first session of the<br />

Shareholders’ Meeting, their slates and personal and<br />

professional information about the candidates, along<br />

with any information helpful in assessing their<br />

independence. The Bank also promptly published the list<br />

of candidates and their qualifications on its website.


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> ON OPER<strong>AT</strong>ION<br />

It should also be noted that the application of the<br />

experience and integrity requirements for the corporate<br />

officers of banks implies the existence, at least a<br />

posteriori, of controls of the personal and professional<br />

characteristics of candidate directors.<br />

Members of the Board of Directors and the Executive<br />

Committee are eligible for annual compensation, set at<br />

the Shareholders’ Meeting with reference to the entire<br />

duration of their term, as well as reimbursement of<br />

expenses incurred in the performance of their duties. The<br />

Board of Directors is responsible for dividing the overall<br />

compensation paid among individual members of the<br />

Board of Directors itself and the Executive Committee.<br />

Non-executive directors do not participate in the<br />

stock option plan.<br />

COMMITTEES<br />

The Board of Directors has formed a Compensation<br />

Committee from its own members, as well as an Internal<br />

Control Committee whose functions are to give advice and<br />

make proposals. To date no Nomination Committee or<br />

other Committees have been established. In this regard,<br />

the mechanism described above for requesting<br />

shareholders to deposit the personal and professional<br />

curriculum vitaes of candidates for directorships and to<br />

provide information establishing the eligibility of such<br />

candidates to qualify as independent directors ensures that<br />

the appointment of directors is conducted with sufficient<br />

transparency as to the experience of the nominees.<br />

As noted, the fact that Capitalia is a bank implies the<br />

existence of the experience and integrity requirements<br />

imposed by law.<br />

COMPENS<strong>AT</strong>ION COMMITTEE<br />

In March 2001, the Board of Directors established a<br />

Compensation Committee that, in line with the<br />

Corporate Governance Code published in 2002, is<br />

mainly composed of non-executive directors.<br />

On 11 December 2006, following its appointment,<br />

the Board of Directors appointed the Compensation<br />

Committee, for a term of office to run concurrently with<br />

that of the Board, in accordance with the new provisions<br />

of the new Corporate Governance Code which provides<br />

that the majority of the Committee be composed of nonexecutive<br />

directors.<br />

Therefore, for 2006, the Compensation Committee is<br />

composed as follows:<br />

COMPENS<strong>AT</strong>ION COMMITTEE THROUGH<br />

DECEMBER 2006<br />

Chairman – Cesare Geronzi (non-executive)<br />

Member – Coenraad Hendrik Adolph Collee Deputy<br />

Chairman – non-executive<br />

Member – Mario Federici<br />

Deputy Chairman – non-executive – independent<br />

Member – Matteo Arpe Managing Director<br />

Member – Paolo Fresco Director -non-executive –<br />

independent<br />

COMPENS<strong>AT</strong>ION COMMITTEE APPOINTED<br />

BY THE BOARD OF DIRECTORS ON 11 DECEMBER 2006<br />

Chairman – Paolo Fresco (*)<br />

Director - non-executive – independent<br />

Member – Silvio Bianchi Martini<br />

Director - non-executive – independent<br />

Member – Pasquale Cannatelli<br />

Director - non-executive<br />

Member – Alfio Marchini<br />

Director - non-executive<br />

Member – Walter Vezzosi<br />

Director - non-executive – independent<br />

(*) Appointed Chairman of the Compensation Committee on 1 March 2007.


44 45<br />

In 2006, the Compensation Committee was<br />

responsible for proposing remuneration packages for the<br />

Managing Director, General Manager and directors with<br />

special responsibilities. Following the advice of the<br />

Managing Director, the Compensation Committee<br />

established the criteria for the remuneration of directors<br />

and executives of subsidiaries and proposals in general<br />

for stock compensation plans (stock options and stock<br />

grantings) for the directors and executives of the Bank<br />

and its subsidiaries.<br />

For the purposes of performing its functions, the<br />

Compensation Committee may call upon the services of<br />

external advisors.<br />

In accordance with current regulations, the notes to<br />

the financial statements of Capitalia, Part H-Transactions<br />

with related parties, show the remuneration paid to<br />

directors.<br />

INTERNAL CONTROL COMMITTEE<br />

In 2001, the Board of Directors formed an Internal<br />

Control Committee. The Committee has three nonexecutive<br />

directors, two of whom are independent.<br />

Until December 5, 2006, the Internal Control<br />

Committee was composed as follows:<br />

The Compensation Committee’s recommendations to<br />

the Board of Directors are made in the absence of the<br />

corporate officers involved.<br />

In 2006, the Compensation Committee met once to<br />

formulate recommendations on performance bonuses to<br />

be awarded to the Chairman and the Managing Director.<br />

Given the positive results achieved (including, for<br />

example, the increase in market capitalization, a increase<br />

in revenues significantly greater than that of the overall<br />

market, a decline in bad debts and substandard loans,<br />

the rise in net income) even ahead of the schedule set<br />

out in the 2003-2005 Business Plan despite the very<br />

complex market situation, the Committee voted to award<br />

a performance bonus to the Chairman and the Managing<br />

Director involving a limited increase in overall<br />

compensation received which, excluding that bonus,<br />

remains unchanged. Based on an analysis (conducted<br />

with the assistance of outside consultants) of<br />

compensation packages, both calculations are consistent<br />

with the relevant market benchmarks.<br />

The Chairman and the Managing Director did not<br />

participate in the decision with regard to the<br />

compensation payable to them.<br />

Chairman – Alberto Rossetti<br />

Director - non-executive - independent<br />

Member – Giuliano Tagliavini<br />

Director - non-executive - independent<br />

Member – Carlo Colaiacovo<br />

Director - non-executive<br />

Subsequently, in relation to the appointments made<br />

upon the installment of the new Board of Directors, in<br />

accordance with the new Corporate Governance Code<br />

which provides that the Internal Control Committee shall<br />

be composed of three non-executive directors, two of<br />

whom are independent, and at least one of whom has<br />

adequate experience in the areas of accounting and<br />

finance, the Board appointed a three-member Internal<br />

Control Committee (“ICC”) on 11 December 2006.<br />

The current composition, consisting entirely of nonexecutive,<br />

independent directors, is as follows:<br />

Chairman – Alberto Rossetti<br />

Director - non-executive – independent<br />

Member – Silvio Bianchi Martini<br />

Director - non-executive - independent<br />

Member – Carlo Saggio<br />

Director - non-executive - independent


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> ON OPER<strong>AT</strong>ION<br />

Upon reviewing their professional qualifications, the<br />

Board of Directors determined that Alberto Rossetti and<br />

Silvio Bianchi Martini possessed the necessary<br />

accounting and finance experience.<br />

On 14 December 2006, the ICC re-elected Alberto<br />

Rossetti as Chairman, as position he held during the<br />

2004-2006 term.<br />

The Internal Control Committee’s duties, established by<br />

the Board of Directors starting 29 March 2004, are as follows:<br />

a) to provide support to the Board of Directors in<br />

relation to its internal control responsibilities;<br />

b) to evaluate the actions planned by the head of<br />

internal auditing, and receive periodic reports from such<br />

person;<br />

c) to ascertain, in conjunction with the company’s<br />

directors and statutory auditors, that the accounting<br />

principles in use are adequate and consistent with those<br />

used in the preparation of the consolidated financial<br />

statements;<br />

d) to evaluate proposals that the external auditing firms<br />

make in seeking an engagement with the company,<br />

assess its audit plan, and examine the results set out in its<br />

report and letter of recommendations;<br />

e) report to the Board at least twice a year on the<br />

occasion of the approval of the annual and half-year<br />

financial statements on its activities and the adequacy of<br />

control systems;<br />

f) carry out any other tasks assigned to it by the Board<br />

of Directors, with particular reference to relations with the<br />

external auditors.<br />

another auditor so designated, and the head of<br />

Capitalia’s Internal Audit, who acts as Secretary. The<br />

Managing Director may also participate by invitation. The<br />

Internal Control Committee operates on the basis of its<br />

own set of internal rules and an established work<br />

program for the year.<br />

In 2006, the Committee met 15 times and carried out<br />

work in 21 subject areas. The Committee carried out its<br />

work through meetings with the heads of the<br />

Departments/Areas and/or <strong>Group</strong> Companies involved<br />

and through in-depth reviews of the documentation<br />

relating to each issue addressed. The Committee also<br />

asked the audit partner of the auditors Ernst & Young,<br />

together with the Head of the Financial Reporting and<br />

Tax Area to attend the meetings held to examine the halfyear<br />

and annual financials.<br />

The committee’s activities as set out in the work plan<br />

for 2006 are described below. The Board of Directors was<br />

informed periodically on the specific activities carried out<br />

and received the required half-year reports.<br />

A) PRELIMINARY EXAMIN<strong>AT</strong>ION OF THE PERIODIC<br />

AUDIT <strong>REPORT</strong>S<br />

1. Report on the activity of the Internal Auditing Area<br />

of Capitalia in the second first half of 2005<br />

(approved by the Board of Directors on 20 March<br />

2006).<br />

2. Report of the internal control function for 2005 and<br />

the work program for 2006, in accordance with Art.<br />

57(6) of Regulation no. 11522 adopted by Consob in<br />

implementation of Legislative Decree 58/98<br />

(approved by the Board of Directors on 20 March<br />

2006).<br />

The meetings of the Internal Control Committee are<br />

attended by the chairman of the Board of Auditors or<br />

3. Annual report prepared by the Internal Auditing<br />

Area of Capitalia concerning the subsidiaries in 2005


46 47<br />

(approved by the Board of Directors on 20 March<br />

2006).<br />

4. Half-year report on Consob complaints (pursuant to<br />

Art. 59(4) of Consob Resolution 11522 as amended)<br />

at <strong>31</strong> December 2005 (approved by the Board of<br />

Directors on 19 January 2006).<br />

5. Half-year report on Consob complaints pursuant to<br />

Art. 59(4) of Consob Resolution 11522 as amended)<br />

at 30 June 2006 (approved by the Board of Directors<br />

on 20 July 2006).<br />

6. Report on the activities carried out by Internal<br />

Auditing Area of Capitalia in the first half of 2006<br />

(approved by the Board of Directors on 7 September<br />

2006).<br />

B) PRELIMINARY EXAMIN<strong>AT</strong>ION OF THE ACCOUNTS<br />

7. Draft 2005 consolidated financial statements. The<br />

Committee performed an examination of the key<br />

aspects of the consolidated quarterly report and the<br />

draft consolidated financial statements at <strong>31</strong><br />

December 2005 and reported its conclusions to the<br />

Board of Directors, which approved the financial<br />

statements at its 20 March 2006 meeting. The<br />

Committee provided comments especially on the<br />

application of the new international accounting<br />

standards (IAS/IFRS) – the same adopted in the 2005<br />

quarterly and half-yearly reports – which obviously<br />

created a lack of continuity with the financial<br />

statements at <strong>31</strong> December 2004. The analysis also<br />

touched on the following points:<br />

– Modification of accounting principles in course of<br />

first time adoption of IAS/IFRS for recognition of<br />

cumulative actuarial profits and losses;<br />

– Net bad debts<br />

– VaR of the trading portfolio<br />

– Item 130 “Impairment writebacks” and inclusion in<br />

“Net interest income”<br />

– Derecognition of financial assets and liabilities.<br />

8. Consolidated half-year report at 30 June 2006.<br />

9. Consolidated half year report at 30 June 2006:<br />

examination of measurement standards for assets in<br />

the financial statements (loans, financial instruments,<br />

equity investments) The Committee examined the<br />

consolidated half-year report at 30 June 2006 and<br />

notes that:<br />

– the same IAS/IFRS were adopted in the 2005<br />

financial statements;<br />

– the report was drafted in accordance with IAS 34<br />

“Interim Financial Reporting” and published in<br />

compliance with Article 81 of the Issuers<br />

Regulations;<br />

– it complied with the provisions of IAS 27, 28 and <strong>31</strong><br />

with regard to the scope of consolidation;<br />

– account was taken of the requirements stated in<br />

CONSOB Communication DEM/6064293 of 28<br />

July 2006.<br />

In addition, in-depth examination was made of the<br />

standards to be followed in defining the consolidation<br />

area, the exposure of equity investments in the<br />

financial statements as well as the measurement<br />

standards for loans and bad debts and the level of Net<br />

VaR of Capitalia’s trading portfolio at 30 June 2006.<br />

C) EXAMIN<strong>AT</strong>ION OF THE PROPOSED ENGAGEMENT<br />

OF THE AUDITING FIRM<br />

10. The Committee approved the proposal to re-engage<br />

Reconta Ernst & Young to audit Capitalia’s individual<br />

and consolidated financial statements for the years<br />

2006-2011.


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> ON OPER<strong>AT</strong>ION<br />

D) SPECIFIC EXAMIN<strong>AT</strong>IONS REGARDING THE INTER-<br />

NAL CONTROL SYSTEM<br />

11. Capitalia’s Finance Area activities<br />

In examining the activities of Capitalia’s Finance Area,<br />

the Committee looked at:<br />

– The Finance Area’s mission and organizational<br />

structure<br />

– Portfolios under management<br />

– Operational limits and Murex<br />

– Funding and ALM<br />

Particularly close examination was made of the daily<br />

monitoring of the operational limits, the use of the<br />

Murex platform introduced in 2004-05 for the front<br />

and middle office, total funding volumes recorded in<br />

2005 and the reduction in the cost of funding.<br />

12. New Corporate Governance Code for Listed<br />

Companies<br />

In the first half of 2006, the Committee performed a<br />

preliminary analysis concerning the features of the<br />

new Corporate Governance Code for Listed<br />

Companies, focusing on the innovative aspects of the<br />

Code, especially regarding the impact on the internal<br />

control system and the Internal Control Committee’s<br />

composition, role, operation and duties.<br />

13. Capitalia Service JV<br />

During the year, the Committee conducted further<br />

examination of the operations of Capitalia Service JV<br />

(previously analyzed by the ICC in 2004 and 2005)<br />

concerning:<br />

– Main results achieved by the joint venture in 2005<br />

– 2006 budget objectives<br />

– Performance of the Trevi portfolios<br />

– Banca di Roma and Capitalia portfolios<br />

The Committee positively viewed the development<br />

of the operating platform in terms of governance,<br />

loan management and support.<br />

14. Capitalia Informatica S.p.A.<br />

The Committee performed further examination of<br />

the operations of Capitalia Informatica S.p.A.<br />

(previously analyzed by the ICC in 2005) particularly<br />

concerning the organizational structure, ongoing<br />

activities and risk control mechanisms.<br />

The Committee verified the completion of the<br />

organization model, previously considered “in<br />

process, simultaneous with the development of<br />

the convergence plan”, following the convergence<br />

of the information systems of the three retail<br />

banks.<br />

15. Activities of Capitalia Solutions<br />

The Committee examined the following items in<br />

detail:<br />

– Management model for the Banking <strong>Group</strong>’s<br />

operations<br />

– Operations of Capitalia Solutions<br />

– Compensation system.<br />

A particularly close examination was conducted of<br />

the centralization within Capitalia of ownership of<br />

property held by the main <strong>Group</strong> banks, and, within<br />

Capitalia Solutions, of non-core operations,<br />

management of purchasing of goods and services<br />

and property and facility management.<br />

16. Basle 2 Project: progress report<br />

The Committee analyzed the progress of the Basle 2<br />

project.<br />

The ICC noted that, under the regulations, the Board<br />

of Directors plays a significant role in assessing the<br />

three levels of the control system (line controls,<br />

internal validation, internal auditing).


48 49<br />

17. Lending Committee operating method<br />

The ICC examined the work of the Lending<br />

Committee for compliance with the principles of<br />

collegiality and independence. The ICC praised the<br />

procedures implemented, in light of the positive<br />

results achieved and the adherence to the<br />

instructions given by the Bank of Italy. It<br />

recommended that the practices adopted be<br />

codified in the Corporate Rules in order to better<br />

preserve the collegiality and the full independence<br />

of the members of the Committee.<br />

18. Management of large exposures at the <strong>Group</strong> level<br />

The ICC examined the credit policy concerning large<br />

exposures and the related reporting from the<br />

competent bodies of the subsidiary banks. Further<br />

investigation was also made into the management of<br />

credit risk exposures by customer macro-segment.<br />

19. Credit risk: granting, managing, monitoring and<br />

controlling<br />

The ICC examined in particular the loan<br />

disbursement processes (with respect to the current<br />

organizational model in the retail banks) and loan<br />

monitoring (with respect to methods of monitoring<br />

performance risk and systematic monitoring for<br />

various customer segments). The Committee noted<br />

positively that, two years after its initial examination<br />

of the issue, the Lending Policies line has carried out<br />

considerable work in preparing and fine-tuning<br />

instruments and processes. This has led to very<br />

significant improvements in the efficiency of the<br />

processes and in the results achieved.<br />

20. Retail activities and the validity of Chinese walls<br />

erected<br />

The Committee reviewed the ongoing project to<br />

rationalize and simplify the operating structures and<br />

business models of the Banking Network and of<br />

Capitalia Asset Management (CAM) and to<br />

restructure the range of securities portfolio products<br />

(GPM). Therefore, the Committee examined the<br />

measures taken by Capitalia to manage conflicts of<br />

interest in placements made through the banking<br />

network including FinecoBank, verifying that specific<br />

Chinese walls have been erected with regard to these<br />

processes.<br />

21. Risk and ALM Committee<br />

The Committee examined the role, operations and<br />

activities of the Risk and ALM Committee within the<br />

context of the risk governance strategic macroprocess,<br />

focusing on the following items:<br />

– standards and role of the parent company in risk<br />

governance<br />

– strategic framework and information base<br />

– CRALM, Risk and ALM Committee<br />

– Second Pillar, Internal Capital Adequacy<br />

Assessment Process (ICAAP).<br />

SUPERVISORY BODY – LEGISL<strong>AT</strong>IVE DECREE 2<strong>31</strong>/2001<br />

At its meeting of 29 March 2004, the Board of<br />

Directors approved the creation of a “Supervisory Body”<br />

charged with verifying compliance with the provisions of<br />

Legislative Decree 2<strong>31</strong>/2001 (administrative liability of<br />

legal persons) and reconfirmed its composition on 11<br />

December 2006.<br />

The Supervisory Body is composed of:<br />

– the Chairman – who is not a member of the Capitalia<br />

<strong>Group</strong>’s management bodies Renato Granata<br />

(President Emeritus of the Constitutional Court and<br />

Honorary First Adjunct President of the Court of<br />

Cassation);<br />

– the head of the Capitalia Internal Auditing Area;<br />

– the head of the Capitalia Legal and Corporate Affairs<br />

Area.<br />

The Chairman of the Board of Auditors or a person<br />

delegated by him also participate in meetings of the


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> ON OPER<strong>AT</strong>ION<br />

Body. The functions of secretary are performed by an<br />

executive from the Internal Auditing Area.<br />

The Supervisory Body was charged with the following<br />

duties:<br />

a) assessing the appropriateness of the Model for<br />

preventing the offences referred to in Legislative<br />

Decree 2<strong>31</strong>/2001;<br />

b) monitors compliance with the procedures set out in<br />

the Model on the basis of the reports to be<br />

submitted by function managers;<br />

c) develop proposals for the Board of Directors for<br />

updates and adjustments to the documentation if<br />

they should prove necessary;<br />

d) express a reasoned opinion to the Managing Director<br />

regarding proposed disciplinary measures taken by<br />

Bank units in response to violations;<br />

e) draft reports to the Board of Directors and the Board<br />

of Auditors for evaluations of conduct not in<br />

conformity with the Model by directors, statutory<br />

auditors and senior management;<br />

f) draft a six-monthly report on its activity for the Board<br />

of Directors;<br />

g) transmit the above report to the Board of Auditors.<br />

The Supervisory Body’s operations are governed by<br />

specific rules.<br />

The Supervisory Body met 13 times in 2006.<br />

During the period, the Board of Directors and the<br />

Board of Auditors received the scheduled half-year<br />

reports on the activities carried out by the Supervisory<br />

Body.<br />

In 2006, the Supervisory Body took an active part in<br />

revising the organization and management compliance<br />

model (hereinafter, the “Model”) approved by the Board<br />

of Directors on 29 March 2004 and 13 October 2005, in<br />

light of the new laws expanding the group of offenses<br />

relevant under Legislative Decree 2<strong>31</strong>/2001.<br />

In exercising the powers granted it by the Board, the<br />

Supervisory Body also consulted an external legal expert<br />

for a general examination of the adequacy of the current<br />

Model. The in-depth examination and analysis performed<br />

showcased the need for specific actions that were<br />

undertaken by the competent structures. The new<br />

version of the Model was therefore approved by the<br />

Board of Directors on 19 March 2007.<br />

Supervisory Body also continued to pursue activities<br />

to provide greater substance and form to the powers<br />

transferred by Legislative Decree 2<strong>31</strong> and by the Board<br />

of Directors, especially with regard to the notification<br />

requirement.<br />

Moreover, the Body adopted internal conduct rules<br />

with regard to a system for reporting facts or information<br />

related to employee conduct that violates the provisions<br />

of Legislative Decree 2<strong>31</strong>/2001, and it identified precise<br />

“Information flow to the Supervisory Body”.<br />

Therefore, the Body decided that department heads<br />

should send a six-monthly report concerning the<br />

knowledge of facts and/or conduct that could indicate<br />

the commission of one or more offenses or administrative<br />

violations under Legislative Decree 2<strong>31</strong>/2001.<br />

Within the context of the work plan approved by the<br />

Supervisory Body, the Internal Auditing Area of Capitalia<br />

was charged with conducting, with regard to a “2<strong>31</strong><br />

sensitive process”, a review of a unit in order to analyze the<br />

organizational and procedural safeguards adopted to<br />

prevent conduct giving rise to the offenses set out in the<br />

decree. From the activity carried out, no conduct was found<br />

that would violate the provisions established in the Model.<br />

During the year, the Supervisory Body also organized<br />

a “2<strong>31</strong> Convention”, held in Rome on 19 October 2006,<br />

for all the members of the supervisory bodies and the<br />

chairmen of the boards of auditors of the Capitalia<br />

<strong>Group</strong>, in order to harmonize methodologies and


50 51<br />

standardized methods for applying the provisions of<br />

Legislative Decree 2<strong>31</strong>/2001.<br />

The Managing Director also attended, opening the<br />

proceedings.<br />

A copy of the Report of the Chairman of the<br />

Supervisory Body, discussed during the meeting, was<br />

distributed to all participants and is available on<br />

Capitalia’s intranet site.<br />

From an organizational perspective, the system<br />

follows the rules that govern the functioning of the<br />

company (bylaws, corporate rules and delegated<br />

powers).<br />

These essential components are complemented by a<br />

series of specific organizational solutions that:<br />

assure the necessary separation between operational<br />

and control functions, so that conflicts of interest do not<br />

arise in the assignment of responsibilities;<br />

INTERNAL CONTROL SYSTEM<br />

The internal control system is designed to bring<br />

effectiveness and efficiency to company processes, ensure<br />

the reliability and integrity of accounting and operational<br />

information and, more generally, ensure that the<br />

operations carried out by the Bank comply with the law,<br />

supervisory regulations and internal rules and procedures.<br />

Responsibility for the system lies with the Board of<br />

Directors, which has set out general guidelines and<br />

periodically verifies that the system continues to serve its<br />

purpose, and is functioning properly.<br />

The system is made up of the following essential<br />

components:<br />

are capable of adequately identifying and monitoring<br />

all the risks that have been or may be taken on by the<br />

various operating divisions;<br />

establish control activities at each operating level,<br />

and unambiguously identify where duties and<br />

responsibilities lie;<br />

guarantee the reliability of information systems and<br />

the adequacy of the procedures for reporting to the<br />

various levels of management that have been entrusted<br />

with control functions;<br />

ensure that any anomalies encountered are promptly<br />

brought to the attention of the appropriate level and<br />

dealt with immediately;<br />

line controls to ensure the correct performance of<br />

operations;<br />

risk management controls, which are used to help<br />

develop methodologies for risk measurement and verify<br />

compliance with the limits set for the various operational<br />

units;<br />

ensure that all operational events are recorded and,<br />

especially, that each operation is recorded in sufficient<br />

detail.<br />

Apart from the Board of Directors and the Board of<br />

Auditors, the chief corporate figures with responsibilities<br />

relating to the internal control system are:<br />

internal auditing activities, which are designed to<br />

detect irregularities and violations of procedure or rules,<br />

as well as to evaluate the system of internal controls in<br />

general.<br />

the Managing Director, who identifies corporate risks<br />

and submits them for examination to the Board of<br />

Directors, and also implements the instructions of the<br />

Board relating to internal controls;


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> ON OPER<strong>AT</strong>ION<br />

the Internal Control Committee, whose functions and<br />

rules of procedure are described above (see section on<br />

Internal Control Committee);<br />

the head of the Internal Auditing Area (the person in<br />

charge of internal controls), who periodically reports to<br />

the Managing Director, as well as to the Internal Control<br />

Committee and the Board of Auditors.<br />

Specifically, the head of Internal Auditing is<br />

responsible for:<br />

assessing the adequacy of the system of internal<br />

controls, constantly checking that operations are being<br />

conducted normally and that the risk profiles of each<br />

subsidiary remain within bounds;<br />

monitoring the general level of corporate risk by<br />

conducting analyses of each type of risk (credit, market,<br />

operational);<br />

regarding the Bank and the <strong>Group</strong>, with a specific<br />

emphasis on price sensitive information. Price sensitive<br />

information is identified using appropriate criteria<br />

designed to ensure maximum transparency and<br />

disclosure of the information in accordance with the rules<br />

envisaged by the relevant procedure.<br />

Following the adoption of the new regulations on<br />

market abuse (Law 62/2005), the Managing Director<br />

issued a directive containing the <strong>Group</strong>’s internal rules on<br />

the processing of all insider information and its public<br />

circulation.<br />

A centralized list of persons who, by virtue of the work<br />

or professional activities or of the duties they perform,<br />

have access to inside information was also created to be<br />

held by the Parent Company.<br />

Specifically, with regard to public disclosure of inside<br />

information, the directive:<br />

verifying compliance with internal rules and external<br />

instructions (issued by the Bank of Italy and public<br />

regulators);<br />

ensuring that the mechanisms for the exchange of<br />

information among <strong>Group</strong> companies are working<br />

properly;<br />

carrying out periodic and/or extraordinary<br />

inspections of the companies in the <strong>Group</strong>;<br />

eliminating any deficiencies in the control systems of<br />

the <strong>Group</strong> and individual <strong>Group</strong> companies, and<br />

eliminating any irregularities found in operations.<br />

defines confidential information and provide a list of<br />

examples of inside information;<br />

establishes the roles and responsibilities of the<br />

various structures involved in the disclosure process;<br />

establishes operating procedures to be implemented<br />

reporting inside information within the <strong>Group</strong>;<br />

establish operating procedures for disclosing inside<br />

information;<br />

establish rules for complying with confidentiality<br />

requirements.<br />

CONFIDENTIAL INFORM<strong>AT</strong>ION<br />

The same directive, with respect to the list of insiders,<br />

undertakes to:<br />

In April 2001, the Board of Directors approved an<br />

internal procedure for handling confidential information<br />

establish methods for identifying persons with access<br />

to inside information;


52 53<br />

establish the roles and responsibilities of the various<br />

structures involved in the list management process;<br />

Below is a summary of the essential points of the new<br />

regulations:<br />

establish operating procedures that the structures<br />

involved in the process must follow for adding to the list.<br />

CODE OF CONDUCT ON INTERNAL DEALING<br />

in accordance with the law, the following relevant<br />

persons were identified: the Directors, Auditors, the<br />

Secretary of the Board of Director, the General Manager,<br />

the Assistant General Managers, the Deputy General<br />

Manager and the heads of Capitalia’s lines and areas;<br />

At its meeting on 19 December 2002, the Board of<br />

Directors approved with effect from 1 January 2003 a<br />

code of conduct on internal dealing in compliance with<br />

the regulations established by Borsa Italiana, which<br />

provided for the adoption of procedures for the<br />

disclosure to third parties of information on<br />

transactions in financial instruments carried out by<br />

persons whose position has given them access to<br />

relevant information.<br />

Certain provisions of the code of conduct were more<br />

stringent that those issued by Borsa Italiana in order to<br />

provide the market with timely, complete information.<br />

As stated above, following the adoption of the new<br />

Community regulations on market abuse in 2004 (Law<br />

62/2005), a law was passed requiring disclosure to<br />

Consob and the public of transactions carried out by<br />

“relevant persons” and by persons closely associated<br />

with them involving financial instruments from issuers or<br />

other related financial instruments.<br />

As a result, the internal dealing rules contained in<br />

Borsa Italiana regulations were repealed as from 1 April<br />

2006, the date on which the new regulations came into<br />

force, as was the related Code of Conduct.<br />

In implementing the new regulations, Capitalia issued<br />

directive defining, for the entire <strong>Group</strong>, the process of<br />

providing notice of transactions involving shares or<br />

related financial instruments of the Capitalia <strong>Group</strong><br />

carried out by relevant persons.<br />

transactions involving a total of less than €5,000 for<br />

the entire year do not have to be reported;<br />

a prohibition on transactions conducted during<br />

blocking periods was introduced (15 days prior to Board<br />

approval of the quarterly results and 30 days prior to<br />

Board approval of the draft annual and half-year financial<br />

statements).<br />

The Company publishes the text of the directive and<br />

the notifications made by relevant persons on its website.<br />

TRANSACTIONS WITH REL<strong>AT</strong>ED PARTIES<br />

On 27 February 2003, the Board of Director<br />

established the following guidelines for the identification<br />

of transactions with related parties and for the definition<br />

of procedures that will ensure that transactions with<br />

related parties comply with the criteria of substantive and<br />

procedural fairness while guaranteeing the necessary<br />

operational flexibility.<br />

In line with the Corporate Governance Code, where<br />

directors have an interest in a transaction with a related<br />

party they shall provide any necessary details regarding<br />

the interest and abandon the Board Meeting when the<br />

issue is discussed.<br />

For atypical, unusual or especially significant<br />

transactions, special attention shall be devoted to<br />

ascertaining that the transactions are carried out on


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> ON OPER<strong>AT</strong>ION<br />

appropriate terms, meaning terms that would have<br />

presumably been agreed between non-related parties.<br />

For transactions for which comparison with standardized<br />

terms and conditions is difficult, the Board of Directors or<br />

the competent <strong>Group</strong> units shall avail themselves of the<br />

assistance of independent experts. Such experts shall be<br />

selected from among persons of recognized experience<br />

and skills in the area involved and their independence<br />

and the absence of conflicts of interest shall be carefully<br />

assessed.<br />

In line with the decisions of its Board of Directors, in<br />

June 2003 the parent company issued a directive to<br />

regulate the operational procedures that <strong>Group</strong><br />

companies must apply for these transactions.<br />

The directive, “Transactions with Related Parties,<br />

Intragroup Transactions and Atypical and/or Unusual<br />

Transactions” is based on a development of three<br />

essential rules that must be applied in the event of<br />

“critical” transactions:<br />

1. atypical or unusual transactions with related parties<br />

must always be approved in advance by the Board of<br />

Directors;<br />

to regulate the flow of information so that<br />

transactions may be systematically logged and accurately<br />

represented when the shareholders of the parent<br />

company scrutinize its financial data.<br />

In the light of the experience acquired after the<br />

directive came into force, the parent company prepared<br />

its own internal regulation, the purpose of which is to:<br />

set out in detail the duties and responsibilities of the<br />

internal structures of Capitalia for the management of<br />

these transactions;<br />

document the specific assessment procedures to<br />

ensure transparency in the decision-making process<br />

regarding the appropriateness of the envisaged terms of<br />

the transactions;<br />

clearly identify which control bodies are responsible<br />

for conducting such assessments;<br />

perfect the transparency of the decision-making<br />

process by making arrangements for the periodic<br />

delivery of detailed information to the Capitalia Board of<br />

Directors;<br />

2. transactions with related parties must always be<br />

approved by the board of directors of each of the companies<br />

involved, or else by a body appointed by the same;<br />

3. as regards intragroup transactions, which are by their<br />

very nature transactions with related parties, a size<br />

threshold must be set. Intragroup transactions that<br />

exceed such size thresholds must receive prior approval<br />

from Capitalia’s Board of Directors (the same as for<br />

atypical and/or unusual transactions).<br />

define the size threshold for intragroup transactions,<br />

as envisaged in the guidelines approved by the Board and<br />

the directive. The thresholds and the manner in which<br />

they are applied are categorized by transaction type.<br />

These measures will make it possible to balance the<br />

need to bring potentially critical transactions (such as<br />

those between related parties) to the attention of senior<br />

decision-makers against the need to maintain a<br />

streamlined model of operation and decision-making.<br />

The purpose of the directive is:<br />

to ensure that <strong>Group</strong> companies follow principles of<br />

transparency and integrity as part of their policy of sound<br />

and prudent administration;<br />

The regulation also put in place a specific evaluation<br />

protocol for certain operations such as intragroup<br />

transactions, financial operations and the supply of<br />

specialist services that, owing to their nature and the


54 55<br />

variability of the market, require swift decisions. Without<br />

prejudice to the obligation to inform the Board of<br />

Directors at a later date, the protocol allows the<br />

management of the companies involved to determine<br />

whether the conditions are such that the transaction may<br />

be deemed not “atypical” or “unusual.”<br />

Specific information is provided on transactions with<br />

related parties in 2006 in the notes to the financial<br />

statements, Part H - transactions with related parties, in<br />

the statutory and consolidated financial statements.<br />

REL<strong>AT</strong>IONS WITH SHAREHOLDERS<br />

AND INSTITUTIONAL INVESTORS<br />

The Bank devotes special attention to its relations<br />

with its shareholders, institutional investors and<br />

investors in fixed-rate securities, and to ensuring the<br />

timely, accurate communication of details of <strong>Group</strong><br />

strategies and operations market and stakeholders, in<br />

accordance with the procedures for the disclosure of<br />

corporate documents and information to third parties.<br />

For this purpose, and to ensure greater transparency of<br />

information on <strong>Group</strong> strategies and operations, it was<br />

decided to form an Investor Relations Area, which is<br />

charged with handling relationships with the financial<br />

community in order to raise the <strong>Group</strong>’s profile on<br />

national and international markets, and manage<br />

relations with investors interested in the performance<br />

of securities issued by <strong>Group</strong> companies, as well as<br />

with rating agencies and financial analysts specifically<br />

tasked with examining the performance of these<br />

securities.<br />

once or twice a year). This past year specifically, the rating<br />

agencies favorably assessed the progress made by the<br />

<strong>Group</strong> in terms of productivity, financial soundness and<br />

improvement in credit quality. Since 2007, all three<br />

international rating agencies, (Fitch Ratings, Moody’s<br />

Investors Service and the Standard & Poor’s Corporation),<br />

following the rating assignment made by Standard &<br />

Poor’s, have had the same long-term opinion on<br />

Capitalia, giving it the equivalent of an “A” rating with a<br />

stable outlook.<br />

The Internet is an extremely important tool for<br />

the <strong>Group</strong> for providing the market with timely and<br />

accurate information. The parent company’s website<br />

(www.capitalia.it) contains a wealth of documentation<br />

providing economic and financial information and<br />

corporate governance information of interest to most<br />

shareholders and bondholders. These documents are<br />

also rapidly translated into English so that they may be<br />

accessible to a larger portion of the financial community.<br />

Finally, the Investor Relations Area has an e-mail address<br />

(investor.relations@capitalia.it) to which institutional<br />

investors and financial analysts may apply for further<br />

information regarding the strategies and/or operating<br />

performance of Capitalia and the Capitalia <strong>Group</strong>.<br />

Based on its knowledge about the financial<br />

community, the Investor Relations Area, in order to<br />

provide the Board of Directors with timely information on<br />

shareholder developments and market perception of the<br />

Capitalia <strong>Group</strong>, drafts a three-monthly report on<br />

financial communication and market perception for the<br />

Managing Director and Board of Directors (generally<br />

after the main roadshows).<br />

Investor Relations provides a constant flow of timely<br />

communication through press releases and meetings<br />

with the financial community some of which are open to<br />

the public (also attended by the press) and other that are<br />

more private (without the press), as well as due diligencetype<br />

meetings with rating agencies (the latter generally<br />

Relations with shareholders, which are especially<br />

intense in the period before Shareholders’ Meetings, the<br />

Investor Relations Area works with the Legal and<br />

Corporate Affairs Area – Corporate Affairs Unit to<br />

facilitate the broadest possible participation of<br />

shareholders at the Shareholders’ Meeting.


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> ON OPER<strong>AT</strong>ION<br />

The Corporate Affairs Department provides an e-mail<br />

address for shareholders who want information and<br />

documentation: soci@capitalia.it.<br />

SHAREHOLDERS’ MEETINGS<br />

Extraordinary and Ordinary Shareholders’ Meetings<br />

are governed by Rules approved by the Ordinary<br />

Shareholders’ Meeting on the basis of the specific<br />

attribution of such power in the bylaws. The Rules<br />

establish the procedures for addressing the meeting and<br />

the maximum duration of interventions, voting<br />

procedures and the powers of the Chairman of the<br />

Meeting to maintain order to ensure the proceedings are<br />

conducted properly.<br />

basis of lists submitted by shareholders. The lists must<br />

be deposited in the Company’s registered office at least<br />

10 days before the date of the Shareholders’ Meeting at<br />

the first calling. Each of the lists submitted by<br />

shareholders within the allotted time must be<br />

accompanied by a declaration in which the nominee<br />

accepts the candidacy for the post, and by his own<br />

responsibility declares that no causes of ineligibility or<br />

incompatibility exist, and that he possesses the<br />

qualifications required by law and company bylaws for<br />

the post.<br />

The right to submit a list is reserved exclusively for<br />

shareholders who, either singly or in combination with<br />

other shareholders, are in possession of voting shares<br />

amounting to at least 2% of the share capital.<br />

The text of the Rules is available from the corporate<br />

website and is also reproduced in the appendix to the<br />

printed version of the company bylaws.<br />

The notice calling a Shareholders’ Meeting for the<br />

appointment of statutory auditors must include the text<br />

of these rules.<br />

The bylaws do not require that the shares be<br />

deposited prior to the Shareholders’ Meetings in order to<br />

permit the broadest participation possible of<br />

shareholders.<br />

The Board of Directors feels that the provisions of law<br />

and the bylaws governing the exercise of minority rights<br />

are adequate.<br />

ST<strong>AT</strong>UTORY AUDITORS<br />

The meetings of the Board of Auditors can be held via<br />

video- or audio-conference in the manner established in<br />

the Bylaws.<br />

The current Board of Auditors, which was appointed<br />

at the Shareholders’ meeting of 30 April 2004, will<br />

conclude its term of office upon the approval of the<br />

financial statements at <strong>31</strong> December 2006. The<br />

Shareholders’ Meeting set for 18-19 April 2007 shall<br />

appoint the Board of Auditors and its Chairman for the<br />

next three-year term.<br />

The Board of Auditors is composed of three auditors<br />

and three alternates. Minority shareholders have the right<br />

to elect one auditor and one alternate to the Board.<br />

The appointment of the Board of Auditors, which is<br />

governed by Article 20 of the bylaws, is made on the<br />

The Board of Auditors is composed of: Umberto Bertini,<br />

Chairman; Franco Luciano Tutino and Michele Galeotti,<br />

auditors; Francesco Colombi, Stefano Ciccioriccio and<br />

Marcello Mingrone, alternates (4) . The Board does not<br />

include auditors elected by minority shareholders, because<br />

only one list of candidates was submitted.<br />

(4) The list of auditors is also found in Table 2 in the Appendix to the report.


56 57<br />

In 2006, the Board of Auditors met 27 times. All the<br />

members diligently participated both in the meetings of<br />

the Board and in meetings of the Board of Directors and<br />

the Executive Committee.<br />

No member of the Board of Auditors holds the<br />

position of director or auditor in another company listed<br />

on Italian regulated markets.<br />

ETHICS COMMITTEE<br />

In 2006, the Capitalia <strong>Group</strong> strengthened its<br />

Corporate Social Responsibility (CDR) activities as part of<br />

a long-term strategy to combine the <strong>Group</strong>’s operational<br />

goals with greater focus on CSR issues.<br />

In this regard, at its meeting of 9 September 2004, the<br />

Board of Directors had established the Ethics Committee<br />

which is charged with:<br />

The Committee has the important job of stimulating a<br />

variety of socially significant activities which are<br />

implemented by the relevant <strong>Group</strong> departments with<br />

the support of the External Relations and<br />

Communications Area.<br />

The Managing Director convenes the Management<br />

Committee-possibly in its “expanded” form with the<br />

heads of the <strong>Group</strong> banks-in order to render the Ethics<br />

Committee’s proposals effective.<br />

The Committee met three times in 2006 to examine<br />

Capitalia’s CSR activities. During the meetings, in<br />

addition to providing instruments on further steps to be<br />

taken regarding CSR, the Committee members approved<br />

the initiation and consolidation of specific<br />

projects/initiatives initiated and consolidated, including:<br />

implementation of an annual sustainability reporting<br />

system and preparation of the 2005 Sustainability Report;<br />

defining the <strong>Group</strong>’s lines of action and policies in<br />

the CSR field, indicating the procedures for<br />

disseminating the actions undertaken;<br />

monitoring CSR actions;<br />

reporting periodically to the Board of Directors.<br />

The Ethics Committee, the composition of which was<br />

confirmed by the Board of Directors on 11 December 2006,<br />

is chaired by the Managing Director, Matteo Arpe, and<br />

includes the Capitalia director Paolo Fresco, the General<br />

Manager Carmine Lamanda, the head of Human Resources,<br />

Giuseppina Baffi, and Sebastiano Maffettone, a leading<br />

academic in this field. The Committee’s secretary is Luigi<br />

Vianello, Head of External Relations and Communications.<br />

development of a range of Ethics Cards and<br />

allocation of management fees collected in 2005<br />

(Capitalia AM) for the Ethical Funds to charities;<br />

implementation of environmentally responsible<br />

activities through the creation of a working group with<br />

WWF;<br />

reinforcement of working group with consumer<br />

associations;<br />

updating the Corporate Social Responsibility section<br />

of the Capitalia website.<br />

* * *


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> ON OPER<strong>AT</strong>ION<br />

<strong>CAPITALIA</strong> S.p.A. TABLE 1: STRUCTURE OF BOARD OF DIRECTORS AND COMMITTEES<br />

Board of Directors Internal Compensation Possible Executive<br />

Control Committee Nomination Committee<br />

Committee<br />

Committee*<br />

Position Members executive non- inde- **** No. of<br />

executive pendent other<br />

*** **** *** **** *** **** *** ****<br />

positions<br />

**<br />

Chairman Cesare Geronzi X 100 2 X (d) 100 – – X –<br />

Deputy Chairman Paolo Savona (a) X X 100 – – – X (e) 100<br />

(2/2) (1/1)<br />

Deputy Chairman Paolo Cuccia (a) X 100 2 – – X (e) 100<br />

(2/2) (1/1)<br />

Managing<br />

Director Matteo Arpe X 100 6 X (d) 100 – – X 91<br />

Director Silvio Bianchi X X 100 4 X 100 X (e) – – –<br />

Martini (a) (2/2) (1/1)<br />

Director Pasquale X 90 4 X (e) – – –<br />

Cannatelli (b) (9/10)<br />

Director Carlo Colaiacovo X 100 5 X (d) 71 – –<br />

(10/14)<br />

Director Roberto Colaninno X 85 7 – –<br />

Director Paolo Fresco X X 93 1 X 100 – –<br />

Director Salvatore Mancuso (a) X X 100 3 – –<br />

(2/2)<br />

Director Alfio Marchini X 87 7 X (e) – – – X (d) 80<br />

(8/10)<br />

Director Gabriel M. Marino X 100 – – – X (d) 100<br />

(10/10)<br />

Director Paolo Mariotti X X 87 1 – –<br />

Director Ahmed A. Menesi X X 47 – – –<br />

Director Ernesto Monti (c) X 100 3 – – X (e) 100<br />

(4/4) (1/1)<br />

Director Massimo Pini (a) X 100 6 – – X (e) 100<br />

(2/2) (1/1)<br />

Director Alberto Rossetti X X 93 2 X 100 – –<br />

Director Carlo Saggio X X 100 – X (e) 100 – –<br />

(1/1)


59<br />

Board of Directors Internal Compensation Possible Executive<br />

Control Committee Nomination Committee<br />

Committee<br />

Committee*<br />

Position Members executive non- inde- **** No. of<br />

executive pendent other<br />

*** **** *** **** *** **** *** ****<br />

positions<br />

**<br />

Director Pierluigi Toti X 87 1 – – X 73<br />

Director Walter Vezzosi (a) X X 100 – X (e) – – –<br />

(2/2)<br />

* Not established – see report.<br />

Number of meetings held during the year<br />

Board of Directors: 11<br />

Internal Control Committee: 15<br />

Compensation Committee: 1<br />

Nomination Committee: –<br />

Executive Committee: 11<br />

Notes:<br />

(a) New Director appointed by the Shareholders on 5 December 2006.<br />

(b) Director as from 20 March 2006.<br />

(c) Director as from 7 September 2006.<br />

(d) Member of the Committee as from 5 December 2006.<br />

(e) Member of the Committee as from 11 December 2006.<br />

** This column shows the number of directorships and auditor posts held by the interested party in other companies of a significant size listed on regulated<br />

markets, including outside Italy, as well as in financial companies, banks and insurance companies. The Corporate Governance Report spells out the details of<br />

these posts.<br />

*** An X in this column indicates that the Board member also belongs to the committee.<br />

**** This columns shows the percentage participation of directors in the meetings of the Board of Directors and Committees respectively.<br />

<strong>CAPITALIA</strong> S.p.A. TABLE 2 : BOARD OF AUDITORS<br />

Position Members Percentage participation Number of other<br />

in Board of Auditors meetings positions **<br />

Chairman Umberto BERTINI 100 –<br />

Auditor Franco Luciano TUTINO 89 –<br />

Auditor Michele GALEOTTI 100 –<br />

Alternate Francesco COLOMBI – –<br />

Alternate Stefano CICCIORICCIO – –<br />

Alternate Marcello MINGRONE – –<br />

Number of meetings during the year: 27<br />

Indicates the quorum necessary for the submission of lists by minority shareholders for the election of one or more auditors (as per Article 148 of Consolidated Law<br />

on Financial Intermediation): shareholders with voting shares amounting to at least 2% of the share capital.<br />

Notes:<br />

** This column shows the number of directorships and auditor posts held by the interested party in other companies listed on Italian regulated markets. The Corporate<br />

Governance Report spells out the details of these posts.


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> ON OPER<strong>AT</strong>ION<br />

<strong>CAPITALIA</strong> S.p.A. TABLE 3: OTHER PROVISIONS OF THE CORPOR<strong>AT</strong>E GOVERNANCE CODE<br />

System of delegations and operations with related parties<br />

In assigning delegated powers, has the Board of Directors defined:<br />

a) their limits X<br />

b) the manner in which they may be exercised X<br />

c) and the regularity of reporting? X<br />

Has the Board of Directors reserved the right to examine and approve<br />

operations with a particularly significant impact on the income statement,<br />

balance sheet and finances of the company<br />

(including transactions with related parties)?<br />

X<br />

Has the Board of Directors set out guidelines and criteria<br />

by which “significant” transactions may be identified?<br />

X<br />

Are the guidelines and criteria mentioned above described in the report?<br />

X<br />

Has the Board of Directors established procedures for the examination<br />

and approval of transactions with related parties?<br />

X<br />

Are the procedures for the approval of transactions with related parties<br />

described in the report?<br />

X<br />

Procedures for the most recent appointment of directors and statutory auditors<br />

Did the submission of nominations for the post of director<br />

take place at least ten days in advance? X (°)<br />

Were the nominations for directorships accompanied by exhaustive<br />

information about the nominees?<br />

X<br />

Were the nominations for directorships accompanied by indications of the suitability<br />

of candidates to present themselves as independent?<br />

X<br />

Was the submission of nominations for posts as auditors<br />

made at least ten days in advance?<br />

X<br />

Was exhaustive information supplied about the candidates<br />

for appointment of the Board of Auditors?<br />

X<br />

YES NO Brief description of reason<br />

for divergence from<br />

recommendations of Code<br />

Shareholders’ Meetings<br />

Has the company approved Rules for Shareholders’ Meetings?<br />

Are the Rules attached to the Report (or is it shown where they<br />

may be obtained/downloaded)?<br />

Internal Control<br />

Has the company appointed persons in charge of internal control?<br />

Are the persons in charge of internal control free of hierarchical<br />

dependence on the heads of operating areas?<br />

Organizational unit in charge of internal control (as per Article 9.3 of Code)<br />

Investor relations<br />

Has the company appointed a head of investor relations?<br />

Organizational unit and contact details<br />

(address/telephone/fax/e-mail) of Head of Investor<br />

X<br />

X<br />

X<br />

X<br />

Internal Auditing Area<br />

X<br />

Relations Head of Investor Relations of Capitalia S.p.A.<br />

Via Alessandro Specchi n. 16 – 00186 Rome<br />

Tel. 06 6707 0852 Fax 06 6707 0652<br />

e-mail investor.relations@capitalia.it<br />

(°) In accordance with the provision of the new Corporate Governance Code, submission are made fifteen days prior to the date set for the first session of the Shareholders’<br />

Meeting.


60 61<br />

SIGNIFICANT<br />

POST-PERIOD EVENTS<br />

After the close of the year, share capital, equal to<br />

€2,595,439,085 at <strong>31</strong> December 2006, increased by<br />

€942,075 as a result of the exercise of the warrants<br />

granted under the stock option plans for 2002/2008<br />

(250,700 warrants), 2005/2011 (55,000 warrants) and<br />

2003/2009 (636,375 warrants). Therefore, as of 2 March<br />

2007, the share capital of Capitalia S.p.A., fully<br />

subscribed and paid up, totaled €2,596,381,160 and<br />

consisted of 2,596,381,160 ordinary shares with a par<br />

value of €1 each.<br />

Confirming the results achieved by management in<br />

the last four year in implementing the ambitious plan<br />

for organic growth, on 17 January 2007 Standard &<br />

Poor’s assigned Capitalia S.p.A. a long-term rating of<br />

“A” and a short-term rating of “A-1”. The outlook<br />

remained stable.<br />

At its meeting of 22 February 2007 the Board of Directors<br />

voted to submit a proposal to the Shareholders’ Meeting for<br />

a bonus capital increase pursuant to Article 2442 of the Civil<br />

Code by way of the allocation of reserves to capital, with an<br />

increase in the par value of shares from €1 to €1.2.<br />

As regards the outlook for 2007, taking account of the<br />

financial structure of Capitalia, which is typical of a bank<br />

holding company, revenues will be largely formed by<br />

dividends from the <strong>Group</strong> companies, which are expected<br />

to decrease, partly owing to the transfer of a number of<br />

shareholdings to Capitalia Partecipazioni. Net gains on<br />

assets and liabilities measured at fair value are also expected<br />

to diminish given the non-recurring items recognized in<br />

2006. Costs and writedowns are expected to decrease,<br />

continuing the strengthening of the Bank’s operating<br />

equilibrium, in line with the 2005-2007 Business Plan.


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> ON OPER<strong>AT</strong>ION<br />

ALLOC<strong>AT</strong>ION OF NET PROFIT FOR THE YEAR<br />

Net profit for the year 1,446,665,242.04<br />

– Retained earnings 3,787,574.60<br />

Net profit to allocate 1,450,452,816.64<br />

Reserve pursuant to Art. 6.2 of Leg. Decree 38/2005 –3,063,367.84<br />

Pursuant to Article 23 of the Bylaws:<br />

– 5% of net profit for the year to the legal reserve –72,340,000.00<br />

– 50% of net profit for the year to the extraordinary reserve –723,340,000.00<br />

– available to the Board of Directors for donations, assistance, charity and cultural or scientific initiatives<br />

(pursuant to the Bylaw no less than 1% and no more than 3%). –14,500,000.00<br />

– a dividend of €0.22 for each of n. 2.596.491.960 share in circulation. – 571,228,2<strong>31</strong>.20<br />

Retained earnings 65,981,217.60<br />

(*) On Shareholders’ Meeting date, Capitalia does not have treasury stocks.


<strong>REPORT</strong> OF THE BOARD OF AUDITORS


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> OF THE BOARD OF AUDITORS<br />

Shareholders,<br />

Pursuant to Article 153 of Legislative Decree 58 of 24<br />

February 1998 as amended, we report on the oversight<br />

activities carried out jointly during the financial year<br />

ending <strong>31</strong> December 2006.<br />

The Board conducted its activities in compliance with<br />

the provisions of law and the instructions issued by the<br />

Bank of Italy and Consob, and with the collaboration of<br />

the Company’s Internal Auditing Area, with which we<br />

maintained regular and close contact.<br />

In implementing our audit program we held a series<br />

of meetings with senior management and the heads of<br />

the various operational areas to obtain information<br />

(supplemented by the examination and discussion of<br />

specifically drafted reports) on issues regarding the<br />

Company.<br />

Informational meetings on developments in strategy<br />

and the implementation of <strong>Group</strong> programs were held by<br />

the chairman of the Board of Auditors with the Chairman<br />

of the Board of Directors, the Managing Director and the<br />

General Manager. The Board also systematically<br />

informed the Chairman, the Managing Director and the<br />

General Manager of our oversight activities.<br />

We therefore report the results of our oversight<br />

activities, in conformity with the provisions of Consob<br />

communication no. 1025564 of 6 April 2001, as<br />

amended.<br />

Principles of sound administration<br />

The Board constantly monitored compliance with the<br />

principles of sound administration during meetings of the<br />

Board of Directors and the Executive Committee,<br />

validating the legitimacy of the manner in which they<br />

were called and of the resolutions adopted, and in<br />

meetings with the heads of the various Company<br />

departments.<br />

On the basis of the information it obtained, the Board<br />

can affirm that the Company undertook no operations<br />

outside the scope of its corporate purpose or in conflict<br />

with the resolutions adopted by the Shareholders’<br />

Meeting or the Board of Directors, or the provisions of<br />

the Bylaws.<br />

Organizational structure<br />

The Board of Auditors continued its systematic<br />

monitoring of the organizational structure of the<br />

Company. The Board noted the major changes<br />

implemented to adjust structural arrangements to the<br />

new operational requirements of the system, which<br />

regarded in particular:<br />

the reorganization of risk management activities in<br />

application of the Basle 2 rules. In line with the<br />

instructions of the Bank of Italy, the area responsible<br />

for developing risk measurement, control and<br />

management models was functionally separated from<br />

the structures that use those models. The Parent<br />

Company’s risk management function was also<br />

assigned responsibility, for the internal validation of<br />

rating systems, again in application of the instructions<br />

of the Bank of Italy;<br />

the development of IT procedures for the various<br />

operating segments, as well as the implementation of the<br />

initiatives envisaged in the business continuity plan;<br />

the centralization of management of real estate used<br />

in operations under Capitalia Solutions, with the<br />

adoption of property and facility management models<br />

and procedures.<br />

At it now stands, the changes in organizational<br />

arrangements appear to be appropriate to the<br />

complexity and specific features of the system of<br />

corporate functions, which are in any case evolving<br />

continuously.


64 65<br />

Internal control system<br />

The Board constantly monitored the activity of the<br />

Internal Auditing Area. Special attention was devoted to<br />

examining the periodic reports prepared for the Board of<br />

Directors as well as the specific quarterly reports drafted<br />

for the Board of Auditors.<br />

It also examined the reports of the findings of<br />

inspections conducted as part of <strong>Group</strong> control activities.<br />

In 2006 the Area’s most significant commitment<br />

regarded the implementation of the operating changes<br />

in preparation for the application of Basle 2 rules.<br />

On the basis of the reports received and enquiries<br />

conducted, the Board expresses its approval of the<br />

activity carried out by Internal Auditing in 2006.<br />

Council of 19 July 2002, and in line with the provisions of<br />

Bank of Italy circular no. 262 of 22 December 2005.<br />

Instructions to subsidiaries<br />

In November 2006 the Company issued the new<br />

Capitalia <strong>Group</strong> Rules, which consolidates the regulations<br />

governing the activities and operational mechanisms of<br />

the <strong>Group</strong> into a single text.<br />

It also provided its subsidiaries with instructions on<br />

compliance with statutory reporting requirements.<br />

Corporate governance rules<br />

As noted, in 2006 the Company continued to<br />

strengthen its governance arrangements in the context of<br />

the corporate rationalization and organization process<br />

initiated last year.<br />

The Board, in the person of its chairman or other auditor<br />

designated by the chairman, also participated in the<br />

meetings of the Supervisory Body established pursuant to<br />

Legislative Decree 2<strong>31</strong>/2001, noting the positive approach<br />

to the complex issues raised in the legislation. Internal<br />

Auditing also made an especially important contribution in<br />

this area as well.<br />

The administrative and accounting system<br />

The Board examined the appropriateness of the<br />

administrative and accounting system and its reliability in<br />

accurately representing operational events, noting<br />

additional organizational and procedural improvements.<br />

The financial statements at <strong>31</strong> December 2006 were<br />

prepared in accordance with the recognition and<br />

measurement criteria established by the International<br />

Financial Reporting Standards and International<br />

Accounting Standards issued by the International<br />

Accounting Standards Board (IASB), as endorsed by the<br />

European Commission in accordance with the<br />

procedures defined under Article 6 of Regulation (EC) no.<br />

1606/2002 of the European Parliament and of the<br />

As regards the rules of conduct envisaged in the<br />

Corporate Governance Code for listed companies,<br />

which Capitalia has adopted since 2003, the Internal<br />

Control Committee was especially active. The Board, in<br />

the person of its chairman or other auditor designated<br />

by the chairman, participated in all of its meetings.<br />

Verification of the correct application of the criteria<br />

and procedures for assessing the independence of<br />

directors<br />

In view of the fact that on 12 October 2006 the<br />

Board of Directors of the Company voted to apply the<br />

independence criteria for directors established in the<br />

Corporate Governance Code published by Borsa<br />

Italiana in March 2006, the Board of Auditors,<br />

pursuant to Article 3.C.5. of the Code, verified the<br />

application of the criteria and procedures for<br />

assessing the independence of the directors<br />

appointed by the Shareholders’ Meeting of 5<br />

December 2006. Following its checks, the Board can<br />

affirm that the criteria and procedures were applied<br />

correctly and therefore confirms that the directors<br />

Silvio Bianchi Martini, Paolo Fresco, Salvatore


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> OF THE BOARD OF AUDITORS<br />

Mancuso, Paolo Mariotti, Ahmed A. Menesi, Alberto<br />

Rossetti, Carlo Saggio, Paolo Savona and Walter<br />

Vezzosi can be considered independent, as<br />

determined and publicly announced by the Board of<br />

Directors at its meeting of 11 December 2006.<br />

Significant financial transactions.<br />

The Board examined the main operations carried out<br />

by the Company notified to it during meetings of the<br />

Board of Directors, the most significant of which were<br />

those associated with the repositioning of the equity<br />

investment portfolio with the creation of Capitalia<br />

Partecipazioni and Capitalia Merchant.<br />

For details on such operations, please consult the<br />

Directors’ report on operations.<br />

2007, did not call attention to facts requiring specific<br />

mention.<br />

We held periodic meetings with the external auditing<br />

firm, during which we exchanged information relevant to<br />

the performance of our respective functions.<br />

In addition, the external auditing firm did not report<br />

any facts deemed to be censurable pursuant to Article<br />

155(2) of Legislative Decree 58/1998.<br />

Engagements of the auditing firm and persons<br />

associated with it<br />

On the basis of the available information, we report<br />

the following additional engagements awarded to the<br />

auditing firm and the related costs:<br />

All significant financial transactions were conducted in<br />

compliance with the provisions of law and the bylaws.<br />

examinations of the financial statements of Elettra<br />

SpA, at a cost of €12,672;<br />

The Board found no operations representing a potential<br />

conflict of interest.<br />

It also found no manifestly imprudent or risky<br />

operations or transactions that might jeopardize the<br />

capital of the Company.<br />

Atypical, unusual or related-party transactions.<br />

As discussed in the Directors’ report on operations<br />

and the notes to the financial statements, the Board of<br />

Auditors notes that the Company undertook ordinary<br />

transactions with related parties.<br />

issue of a comfort letter of 21 February 2006<br />

regarding the issue of €750 million of Floating Rate<br />

Notes due 2011, at a cost of €25,068;<br />

issue of a comfort letter of 7 April 2006 regarding<br />

the issue of €400 million of Subordinated Lower<br />

Tier II Floating Rate Notes due 2016, at a cost of<br />

€25,080;<br />

issue of a comfort letter of 7 July 2006 €500<br />

million of Floating Rate Notes due 2010, at a cost of<br />

€25,440;<br />

In line with directives issued by Capitalia, the<br />

reporting system for this purpose ensures that such<br />

transactions are disclosed in an appropriate and<br />

systematic manner.<br />

Relations with the auditing firm.<br />

We verified that the report of the external auditing<br />

firm on the financial statements for 2006, dated 2 April<br />

issue of a comfort letter of 22 September 2006<br />

regarding the issue of €1 billion of Floating Rate Notes<br />

due 2009, at a cost of €25,176;<br />

issue of a comfort letter of 4 October 2006 regarding<br />

the Base Prospectus prepared by Capitalia SpA for the<br />

€20 billion Euro Medium Term Note program, at a cost<br />

of €25,800;


66 67<br />

issue of a comfort letter of 7 November 2006<br />

regarding the issue of €1 billion of Senior 5-year Floating<br />

Rate Notes due 2011, at a cost of €26,280;<br />

English translation services (statutory and<br />

consolidated financial statements, half-year report), at a<br />

cost of €57,600.<br />

As regards engagements of persons connected by<br />

on-going relations with the external auditing firm, we<br />

report that on the basis of the available information:<br />

“Studio Legale Tributario” performed due diligence<br />

assistance – tax review work for the companies of the<br />

Elettra S.p.A. group, at a cost of €13,728;<br />

“Studio Legale Tributario” performed professional<br />

services in support of the requirements envisaged under<br />

the Qualified Intermediary Agreement, at a cost of<br />

€19,594.56;<br />

Opinions issued pursuant to law during the year<br />

We issued opinions pursuant to law with regard to the<br />

remuneration of directors with special duties and well as<br />

opinions pursuant to Article 136 of the 1993 Banking Law<br />

concerning obligations contracted by corporate officers<br />

and by companies controlled by the latter.<br />

Meetings of the Board of Directors, the Executive<br />

Committee, the Board of Auditors, and the<br />

Supervisory Body referred to in Legislative Decree<br />

2<strong>31</strong>/2001<br />

During the year, the Board of Directors met 15 times,<br />

while the Executive Committee met 11 times. The Board<br />

of Auditors met 27 times, while the Internal Control<br />

Committee met 15 times. The Supervisory Body held 13<br />

meetings.<br />

The Board of Auditors participated in all such<br />

meetings, with the exception of one meeting of the<br />

Supervisory Body.<br />

“Ernst & Young Financial-Business Advisors S.p.A.”<br />

performed professional services in respect of the<br />

preparation and translation of the 2005 Sustainability<br />

Report of the Capitalia <strong>Group</strong>, at a cost of €26,400;<br />

“Ernst & Young Financial-Business Advisors S.p.A.”<br />

provided professional assistance for the €Savings Law”<br />

project regarding the scoping and master plan 262/05, at<br />

a cost of €75,600.<br />

Concluding remarks<br />

Based on the controls conducted, we can assure you<br />

that the Company conducted its operations in 2006 in<br />

compliance with the provisions of law and the bylaws,<br />

and that the Board of Auditors found no omissions or<br />

censurable facts.<br />

No irregularities pursuant to Article 149(3) of the<br />

Legislative Decree 58/1998 were found.<br />

Complaints pursuant to Article 2408 of the Civil Code<br />

and other complaints<br />

A shareholder reported alleged violations at the<br />

Shareholders’ Meeting of 5 December 2006 concerning<br />

the appointment of the Board of Directors.<br />

The Board thoroughly examined the matter and found<br />

no irregularities in the manner in which the Meeting was<br />

conducted and the resolutions adopted, promptly<br />

notifying the shareholder involved of the findings.<br />

In view of the foregoing, we recommend that you<br />

approve the financial statements for the year ended<br />

<strong>31</strong> December 2006 as prepared by the Board of<br />

Directors.<br />

In closing, we would like to express our approval of<br />

the performance of the Company’s senior management<br />

and the significant organizational and operational<br />

progress achieved, which has markedly improved the<br />

general performance level of the Capitalia <strong>Group</strong>.


<strong>CAPITALIA</strong><br />

<strong>REPORT</strong> OF THE BOARD OF AUDITORS<br />

* * *<br />

Shareholders,<br />

With the approval of the financial statements for the<br />

year ended <strong>31</strong> December 2006 the term of the Board of<br />

Auditors you appointed at the Shareholders’ Meeting of<br />

30 April 2004 has expired.<br />

We also announce that on 21 March 2007 Gabriel M.<br />

Marino resigned from the Board of Directors.<br />

You are therefore called upon to appoint a new Board<br />

of Auditors and a director, whose term will end with that<br />

of the other directors currently in service.<br />

Rome, 2 April 2007<br />

THE BOARD OF AUDITORS<br />

Umberto Bertini – Chairman<br />

Franco Tutino<br />

Michele Galeotti


FINANCIAL ST<strong>AT</strong>EMENTS


<strong>CAPITALIA</strong><br />

FINANCIAL ST<strong>AT</strong>EMENTS<br />

BALANCE SHEET<br />

(amounts in euros) <strong>31</strong> December 2006 <strong>31</strong> December 2005<br />

20. Financial assets held for trading 7,558,636,403 10,629,407,946<br />

30. Financial assets designated at fair value 43,308,484 24,821,638<br />

40. Financial assets available-for-sale 2,467,953,957 3,950,783,<strong>31</strong>8<br />

50. Financial assets held-to-maturity 791,991,107 791,134,988<br />

60. Loans to banks 39,158,095,476 37,059,540,666<br />

70. Loans to customers 2,842,835,666 3,506,932,403<br />

80. Hedging derivatives 285,648,752 486,028,934<br />

100. Equity investments 12,170,658,630 10,983,076,009<br />

110. Tangible assets 2,096,651,082 247,388,352<br />

120. Intangible assets 22,446,480 8,613,940<br />

of which:<br />

– goodwill 17,834,689 –<br />

130. Tax assets 2,608,864,142 2,689,360,222<br />

a) current 1,485,500,480 1,486,475,410<br />

b) deferred 1,123,363,662 1,202,884,812<br />

140. Non-current assets and groups<br />

of assets being divested – 4,107,640<br />

150. Other assets 1,004,368,114 921,422,082<br />

Total assets 71,051,458,293 71,302,618,138


70 71<br />

Liabilities and shareholders’ equity<br />

(amounts in euros) <strong>31</strong> December 2006 <strong>31</strong> December 2005<br />

10. Due to banks 27,951,869,671 30,542,051,828<br />

20. Due to customers 260,925,501 3,954,883,953<br />

30. Debt securities issued 27,709,761,906 22,426,621,121<br />

40. Financial liabilities held for trading 4,847,182,083 4,842,968,712<br />

60. Hedging derivatives 138,141,377 87,174,826<br />

80. Tax liabilities 360,904,161 156,293,978<br />

a) current 121,158,120 20,120,502<br />

b) deferred 239,746,041 136,173,476<br />

100. Other liabilities 706,236,735 1,034,411,625<br />

110. Staff severance pay 32,054,666 29,445,687<br />

120. Provisions for liabilities and contingencies 361,424,672 <strong>31</strong>1,627,469<br />

a) retirement and similar liabilities 91,766,511 90,899,369<br />

b) other provisions 269,658,161 220,728,100<br />

130. Revaluation reserves 54,109,386 612,786,635<br />

160. Reserves 1,203,969,649 369,430,887<br />

170. Share premium account 3,382,774,159 3,828,186,698<br />

180. Share capital 2,595,439,085 2,511,134,376<br />

190. Treasury stock (-) – (865,082)<br />

200. Profit for the year 1,446,665,242 596,465,425<br />

Total liabilities and shareholders’ equity 71,051,458,293 71,302,618,138


<strong>CAPITALIA</strong><br />

FINANCIAL ST<strong>AT</strong>EMENTS<br />

INCOME ST<strong>AT</strong>EMENT<br />

(amounts in euros) 2006 2005<br />

10. Interest income and similar revenues 1,502,879,099 1,354,976,242<br />

20. Interest expense and similar charges (1,875,549,470) (1,796,839,862)<br />

30. Net interest income (372,670,371) (441,863,620)<br />

40. Commission income 89,186,477 102,014,676<br />

50. Commission expense (103,814,827) (89,570,359)<br />

60. Net commissions (14,628,350) 12,444,<strong>31</strong>7<br />

70. Dividends and similar income 1,152,395,746 989,340,792<br />

80. Net gain (loss) on trading activities 81,148,241 259,891,788<br />

90. Net gain (loss) on hedging activities (16,804,740) (12,891,332)<br />

100. Gains (losses) on disposal or repurchase of: 7<strong>31</strong>,442,115 (8,974,084)<br />

a) loans 55 (37,953)<br />

b) available-for-sale financial assets 724,244,047 36,151,247<br />

c) held-to-maturity financial assets 84,309 72,918<br />

d) financial liabilities 7,113,704 (45,160,296)<br />

110. Net adjustments of financial assets and liabilities at fair value 1,554,691 3,158,989<br />

120. Total revenues 1,562,437,332 801,106,850<br />

130. Net impairment adjustments of: (22,534,251) (27,115,692)<br />

a) loans <strong>31</strong>,753,019 48,220,464<br />

b) available-for-sale financial assets (10,228,852) (33,459,479)<br />

c) held-to-maturity financial assets 1,511,146 (35,722)<br />

d) other financial transactions (45,569,564) (41,840,955)<br />

140. Income from financial operations 1,539,903,081 773,991,158<br />

150. General and administrative expenses: (371,909,241) (343,917,219)<br />

a) staff expenses (156,408,975) (126,063,228)<br />

b) other administrative expenses (215,500,266) (217,853,991)<br />

160. Provisions for liabilities and contingencies (net) (52,815,917) (34,473,566)<br />

170. Net adjustments of tangible assets (29,436,466) (3,374,290)<br />

180. Net adjustments of intangible assets (4,002,149) (6,864,713)<br />

190. Other operating income (expenses) 170,088,372 64,491,468<br />

200. Operating expenses (288,075,401) (324,138,320)<br />

210. Income (loss) on equity investments 24,046,308 (32,003,822)


72 73<br />

(amounts in euros) 2006 2005<br />

240. Gains (losses) on disposal of investments 246,182 2,964,488<br />

250. Profit (loss) before tax on continuing operations 1,276,120,170 420,813,504<br />

260. Income tax for the year on continuing operations 168,810,070 175,651,921<br />

270. Profit (loss) after tax on continuing operations 1,444,930,240 596,465,425<br />

280. Profit (loss) after tax from groups of assets being divested 1,735,002 –<br />

290. Net profit for the year 1,446,665,242 596,465,425


<strong>CAPITALIA</strong><br />

FINANCIAL ST<strong>AT</strong>EMENTS<br />

ST<strong>AT</strong>EMENT OF CHANGES IN SHAREHOLDERS’ EQUITY IN 2006<br />

(amounts in euros)<br />

Allocation of result<br />

for previous period<br />

Balance at Change Balance Reserves Dividends Change<br />

<strong>31</strong>/12/2005 in opening at 1/1/2006 and other in reserves<br />

IAS balance uses<br />

Share capital: 2,511,134,376 – 2,511,134,376 – – –<br />

a) ordinary shares 2,511,134,376 – 2,511,134,376 – – –<br />

b) other shares – – – – – –<br />

Share premium account 3,828,186,698 – 3,828,186,698 – – (746,915,624)<br />

Reserves: 369,430,885 – 369,430,885 72,191,219 – 750,586,893<br />

a) income 247,392,933 – 247,392,933 72,191,219 – 6,460,957<br />

b) other 122,037,952 – 122,037,952 – – 744,125,936<br />

of which:<br />

reserve pursuant to Law 266/2005 20,780,976 20,780,976 444,492,042<br />

Revaluation reserves: 612,786,634 – 612,786,634 – – (558,677,248)<br />

a) available for sale 612,786,634 – 612,786,634 – – (561,466,937)<br />

b) cash flow hedges – – – – – –<br />

c) other – – – – – 2,789,689<br />

– Reserve pursuant Law 408/1990 – – – – – 852,491<br />

– Reserve pursuant Law 413/1991 – – – – – 597,138<br />

– Reserve pursuant Law 576/1975 – – – – – 40,874<br />

– Reserve pursuant Law 72/1983 – – – – – 1,299,186<br />

Treasury stock (865,082) – (865,082) – – –<br />

Net profit for the year 596,465,425 – 596,465,425 (72,191,219) (524,274,206) –<br />

Shareholders’ equity 7,917,138,936 – 7,917,138,936 – (524,274,206) (555,005,979)<br />

The decrease of €746.9 million in the “share premium account” is reflected in €444.5 million allocated to the Law 266/05 reserve, €2.8 million to the valuation<br />

reserve (“Other”) and the remaining €299.6 million to the reserve for the purchase of treasury stock (shareholders’ resolution of 20 April 2006).<br />

The increases in share capital and the “share premium account” include €364.5 million in respect of the partial demerger of MCC, €17.2 million in respect of the<br />

exercise of stock options and €4.1 million in respect of the gain on trading in own shares net of tax effects.<br />

The amounts in the line “treasury stock” of the columns “new share issue” and “purchase of treasury stock” represent the value of the purchases and sales of own<br />

shares during the year.


74 75<br />

Equity operations<br />

New share Purchase of Extraordinary Change in Derivatives Stock Profit for Shareholders’<br />

issue treasury dividend equity on own options the year at equity at<br />

stock distribution instruments shares <strong>31</strong>.12.2006 <strong>31</strong>.12.2006<br />

84,304,709 – – – – – – 2,595,439,085<br />

84,304,709 – – – – – – 2,595,439,085<br />

– – – – – – – –<br />

301,503,085 – – – – – – 3,382,774,159<br />

– – – – – 11,760,652 – 1,203,969,649<br />

– – – – – – – 326,045,109<br />

– – – – – 11,760,652 – 877,924,540<br />

465,273,018<br />

– – – – – – – 54,109,386<br />

– – – – – – – 51,<strong>31</strong>9,697<br />

– – – – – – – –<br />

– – – – – – – 2,789,689<br />

– – – – – – – 852,491<br />

– – – – – – – 597,138<br />

– – – – – – – 40,874<br />

– – – – – – – 1,299,186<br />

447,135,907 (446,270,825) – – – – – –<br />

– – – – – – 1,446,665,242 1,446,665,242<br />

832,943,701 (446,270,825) – – – 11,760,652 1,446,665,242 8,682,957,521


<strong>CAPITALIA</strong><br />

FINANCIAL ST<strong>AT</strong>EMENTS<br />

ST<strong>AT</strong>EMENT OF CHANGES IN SHAREHOLDERS’ EQUITY IN 2005 (*)<br />

(amounts in euros)<br />

Allocation of result<br />

for previous period<br />

Balance at Change Balance Reserves Dividends Change<br />

<strong>31</strong>/12/2004 in opening at 1/1/2005 and other in reserves<br />

IAS balance uses<br />

Share capital: 2,210,351,000 – 2,210,351,000 – – –<br />

a) ordinary shares 2,210,351,000 – 2,210,351,000 – – –<br />

b) other shares – – – – – –<br />

Share premium account 3,112,022,048 – 3,112,022,048 – – (414,505,250)<br />

Reserves: 1,070,291,011 (471,868,732) 598,422,279 (553,836,645) – 575,474,379<br />

a) income 975,162,718 (471,868,732) 503,293,986 (553,836,645) – 535,825,393<br />

b) other 95,128,293 – 95,128,293 – – 39,648,986<br />

of which:<br />

reserve pursuant to Law 266/2005 – – – – – 20,780,976<br />

Revaluation reserves: 160,969,130 324,929,914 485,899,044 – – 126,887,591<br />

a) available for sale – 324,929,914 324,929,914 – – 287,856,721<br />

b) cash flow hedges – – – – – –<br />

c) other 160,969,130 – 160,969,130 – – (160,969,130)<br />

– Reserve pursuant Law 408/1990 2,542,542 – 2,542,542 – – (2,542,542)<br />

– Reserve pursuant Law 413/1991 117,343,366 – 117,343,366 – – (117,343,366)<br />

– Deemed cost of land<br />

and buildings 41,083,222 – 41,083,222 – – (41,083,222)<br />

Treasury stock (12,568,000) – (12,568,000) – – –<br />

Net profit (loss) for the year (371,449,295) – (371,449,295) 553,836,645 (182,387,350) –<br />

Shareholders’ equity 6,169,615,894 (146,938,818) 6,022,677,076 – (182,387,350) 287,856,720<br />

(*) The change in own shares is represented in line with the change carried out in the table for 2006.


76 77<br />

Equity operations<br />

New share Purchase of Extraordinary Change in Derivatives Stock Profit for Shareholders’<br />

issue treasury dividend equity on own options the year at equity at<br />

stock distribution instruments shares <strong>31</strong>.12.2005 <strong>31</strong>.12.2005<br />

300,783,376 – – – – – – 2,511,134,376<br />

300,783,376 – – – – – – 2,511,134,376<br />

– – – – – – – –<br />

1,130,669,900 – – – – – – 3,828,186,698<br />

– (237,889,801) – – – (12,739,325) – 369,430,887<br />

– (237,889,801) – – – – – 247,392,933<br />

– – – – – (12,739,325) – 122,037,954<br />

– – – – – – – 20,780,976<br />

– – – – – – – 612,786,635<br />

– – – – – – – 612,786,635<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – –<br />

926,011,141 (914,308,223) – – – – – (865,082)<br />

– – – – – – 596,465,425 596,465,425<br />

2,357,464,417 (1,152,198,024) – – – (12,739,325) 596,465,425 7,917,138,939


<strong>CAPITALIA</strong><br />

FINANCIAL ST<strong>AT</strong>EMENTS<br />

ST<strong>AT</strong>EMENT OF CASH FLOWS<br />

Indirect method<br />

(amounts in euros) <strong>31</strong> December 2006 <strong>31</strong> December 2005<br />

A. Operating Activity<br />

1. Operations (20.769.807) (1.457.233.183)<br />

– Profit for the year (+/-) 1,446,665,242 596,465,426<br />

– Capital gains/losses on financial assets held for trading<br />

and assets/liabilities carried at fair value (+/-) (808,891,628) (584,172,828)<br />

– Capital gains/losses on hedging assets (+/-) 16,804,741 12,891,332<br />

– Writedowns/writebacks for impairment (+/-) 100,076,543 107,734,541<br />

– Net value adjustments to tangible,<br />

and intangible assets (+/-) 33,438,616 10,239,002<br />

– Net provisions for liabilities and contingencies and other costs/revenues (+) 107,999,797 66,976,004<br />

– Net uncollected premiums (-) – –<br />

– Other uncollected insurance income/charges (+/–) – –<br />

– Unsettled taxes and duties (+) (168,810,070) (175,651,921)<br />

– Net value adjustments of discontinuing operations net of tax effects (+/–) – –<br />

– Other adjustments (+/–) (748,053,048) (1,491,714,739)<br />

2. Liquidity generated/absorbed by financing activity 7,017,615,357 1,625,251,308<br />

– Financial assets held for trading 7,563,775,866 4,669,683,844<br />

– Financial assets designated at fair value 11,768,222 60,071,284<br />

– Available–for–sale financial assets 1,017,399,457 (489,521,385)<br />

– Claims on central banks: demand (2,115,623,803) (1,445,999,588)<br />

– Loans to banks: other loans (847,701,562) (3,682,206,176)<br />

– Loans to customers 614,848,548 2,195,740,208<br />

– Other assets 773,148,629 <strong>31</strong>7,483,121<br />

3. Liquidity generated/absorbed by financial liabilities (5,646,170,908) (911,519,216)<br />

– Due to banks: demand 700,936,552 1,376,349,353<br />

– Due to banks: other payables (3,492,076,203) (5,473,644,014)<br />

– Due to customers (3,694,043,838) 1,493,478,942<br />

– Securities outstanding 5,122,974,635 3,732,859,848<br />

– Financial liabilities held for trading (3,563,168,337) (2,670,242,856)<br />

– Financial liabilities carried at fair value – –<br />

– Other liabilities (720,793,717) 629,679,511<br />

Net liquidity generated/absorbed by operating activity 1,350,674,642 (743,501,091)


78 79<br />

<strong>31</strong> December 2006 <strong>31</strong> December 2005<br />

B. Investing activity<br />

1. Liquidity generated by:(1) 1,214,554,027 1,279,475,535<br />

– Sales of equity investments 13,966,299 47,681,863<br />

– Dividends received on equity investments 1,103,528,444 906,944,2<strong>31</strong><br />

– Sale of financial assets held to maturity (2) 37,118,376 208,942,912<br />

– Sales of tangible assets 3,940,908 14,928,974<br />

– Sales of intangible assets – 4,656,630<br />

– Sales of subsidiaries and business units (3) 56,000,000 96,320,925<br />

2. Liquidity absorbed by: (1) (2,066,912,473) (378,548,801)<br />

– Purchases of equity investments (1,752,292,773) (300,977,889)<br />

– Purchases of financial assets held to maturity (23,804,004) (70,429,585)<br />

– Purchases of tangible assets (81,167,128) (3,602,012)<br />

– Purchases of intangible assets (29,492) (3,539,<strong>31</strong>5)<br />

– Purchases of subsidiaries and business units (4) (209,619,076) –<br />

Net liquidity generated/absorbed by investing activities (852,358,446) 900,926,734<br />

C. Funding<br />

– Issue/purchases of own shares 865,082 11,702,918<br />

– Issue/purchases of capital instruments 25,092,928 13,258,789<br />

– Distribution of dividends and other (524,274,206) (182,387,350)<br />

Net liquidity generated by funding (498,<strong>31</strong>6,196) (157,425,643)<br />

D = A+/–B+/– C Net liquidity generated/absorbed during the year – –<br />

RECONCILI<strong>AT</strong>ION<br />

<strong>31</strong> December 2006 <strong>31</strong> December 2005<br />

E) Cash and cash equivalents at start of period – –<br />

D) Total net liquidity generated/absorbed during the year – –<br />

F) Cash and cash equivalents: effect of exchange rate variations – –<br />

G= E+/–D+/–F Cash and cash equivalents at end of period – –<br />

(1) The liquidity generated and absorbed by sales and purchases, respectively, also includes other decreases and increases.<br />

(2) Also includes redemption of debt securities.<br />

(3) Represents payment received for the sale of the subsidiary Capitalia Assicurazioni S.p.A..<br />

(4) The amount breaks down into €204.3 million in respect of the adjustment paid following the partial demerger of the real estate of Banca di Roma, Banco di<br />

Sicilia, Bipop Carire and Capitalia L&F, €5.3 million as the cost of the acquisition of IPSE 2000 S.p.A.; see Part G of the notes to the financial statements<br />

for more information on the latter.


NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS


<strong>CAPITALIA</strong><br />

PART A – ACCOUNTING POLICIES<br />

A.1 – GENERAL INFORM<strong>AT</strong>ION<br />

Section 1 – DECLAR<strong>AT</strong>ION OF COMPLIANCE WITH<br />

INTERN<strong>AT</strong>IONAL ACCOUNTING STANDARDS<br />

As permitted under the optional regime introduced<br />

with Article 4.2 of Legislative Decree 38/2006 for<br />

companies whose securities are listed on regulated<br />

markets of European Union member states, the financial<br />

statements at <strong>31</strong> December 2006 have been prepared in<br />

accordance with the International Financial Reporting<br />

Standards (IFRSs) and International Accounting<br />

Standards (IASs) issued by the International Accounting<br />

Standards Boards (IASB), as well as the related<br />

interpretations issued by the International Financial<br />

Reporting Interpretations Committee (IFRIC), as<br />

endorsed by the European Commission in accordance<br />

with the procedure envisaged in Article 6 of Regulation<br />

(EC) no. 1606/2002 of 19 July 2002. The regulation has<br />

been fully transposed into Italian law following the<br />

enactment of Legislative Decree 38 of 28 February 2005,<br />

which came into force on 22 March 2005. The latter<br />

establishes, among other provisions, that companies<br />

whose financial instruments are listed on regulated<br />

markets must prepare their consolidated financial<br />

statements in conformity with international accounting<br />

standards as from the 2005 financial year, and banks may<br />

also draft their statutory accounts in conformity with<br />

those standards.<br />

The financial statements at <strong>31</strong> December 2006 have<br />

also been prepared in accordance with circular no. 262 of<br />

22 December 2005 issued by the Director General of the<br />

Bank of Italy containing instructions on the format and<br />

rules of preparation of bank financial statements. The<br />

comparative figures are those already published for 2005<br />

and therefore do not include the tables for which the<br />

Bank had chosen to apply the options permitted under<br />

the transitional provisions contained in the Bank of Italy’s<br />

letter no. 14824 of 5 January 2006.<br />

The accounting policies described herein were<br />

applied in preparing the accounts for all the periods<br />

presented in these financial statements.<br />

The presentation currency for these financial<br />

statements is the euro. The balance sheet, income<br />

statement, the statement of changes in shareholders’<br />

equity and the statement of cash flows are presented in<br />

euros, while the notes to the financial statements are<br />

expressed in thousands of euros.<br />

Section 2 – GENERAL PREPAR<strong>AT</strong>ION PRINCIPLES<br />

The financial statements have been prepared in<br />

accordance with the general principles called for within<br />

the framework for the preparation and presentation of<br />

financial statements endorsed by the IASB in April 2001.<br />

As such, they have been prepared on an accruals basis<br />

and based on the assumption of the organization as a<br />

going concern. The preparation of the financial<br />

statements also took account of the general principles of<br />

the materiality of information and the priority of<br />

substance over form. Each significant category of similar<br />

items is shown separately in the financial statements, as<br />

are items of dissimilar nature or function, unless they are


82 83<br />

of insignificant entity. Neither assets and liabilities nor<br />

revenues and costs have been offset, with the exception<br />

of cases in which it is expressly required or allowed by a<br />

standard or related interpretation.<br />

The financial statements include the balance sheet,<br />

the income statement, the statement of changes in<br />

equity, the statement of cash flows, and related notes,<br />

and are accompanied by the director’s report on<br />

operations.<br />

The balance sheet and income statement are made<br />

up of accounts, sub-accounts, and further details. Items<br />

that have zero balances in both periods presented are<br />

not shown. In the income statement, revenues are<br />

presented as positive numbers without signs and costs as<br />

negative numbers in parentheses.<br />

The notes to the financial statements include the<br />

information required by Bank of Italy circular no.<br />

262/2005, as well as the additional information required<br />

by the IASs and IFRSs.<br />

consolidated financial statements within 90 days of the<br />

close of the financial year in place of a specific financial<br />

report for the fourth quarter of 2006.<br />

Full copies of the latest annual reports of subsidiaries<br />

and associates at <strong>31</strong> December 2006, which will be<br />

submitted by their boards of directors to their respective<br />

shareholders’ meetings by 18 April 2007, will be available<br />

at the Parent Company’s head office. The related reports<br />

of the Board of Auditors and the independent auditing<br />

firm, if applicable, will also be available, as will these<br />

companies’ individual financial statements for the<br />

previous year.<br />

Information regarding the operations and performance<br />

for 2006 of the most important shareholdings is included<br />

in the report on operations accompanying the<br />

consolidated financial statements.<br />

The financial statements have been audited by<br />

Reconta Ernst & Young S.p.A..<br />

Section 3 – EVENTS SUBSEQUENT<br />

TO THE BALANCE-SHEET D<strong>AT</strong>E<br />

In the period between the close of 2006 and the<br />

approval of these financial statements, no significant<br />

events other than those described in the section<br />

“Significant post-period events” have occurred that<br />

could have a significant effect on the <strong>Group</strong>’s operations<br />

and financial performance.<br />

A.2 – INFORM<strong>AT</strong>ION ON THE MAIN ITEMS OF THE<br />

FINANCIAL ST<strong>AT</strong>EMENTS<br />

This section presents the accounting policies adopted<br />

by Capitalia in preparing the 2006 financial statements,<br />

broken down into sections concerning the recognition,<br />

classification, measurement, and derecognition of the<br />

various items. Each of these phases also includes an<br />

indication of the related financial effects, where<br />

significant.<br />

Section 4 – OTHER ISSUES<br />

In 2006, as in previous years (in accordance with<br />

Article 82.2 of Consob resolution no. 11971 of 14 May<br />

1999 as amended), Capitalia has provided shareholders<br />

and the market with the company’s draft individual and<br />

1 – Financial assets held for trading<br />

RECOGNITION<br />

Initial recognition of financial assets takes place on<br />

the settlement date for debt and equity securities and on<br />

the signing date for derivatives,


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Initial recognition is at fair value, which is normally equal<br />

to the amount paid or received. In cases in which the price<br />

is not equal to the fair value, the financial asset is<br />

recognized at fair value, and the difference between the<br />

price paid and fair value is recognized through profit or loss.<br />

Derivatives that are embedded in financial instruments<br />

or other contract forms, and which have financial<br />

characteristics and risks that are not correlated with the<br />

host instrument or which have other features that qualify<br />

them as derivative contracts, are recognized separately in<br />

the category of financial assets held for trading, except in<br />

cases in which the host instrument in which they are<br />

embedded is measured at fair value through profit or loss.<br />

Following the separation of an embedded derivative, the<br />

host contract is treated in accordance with the accounting<br />

rules for its own category.<br />

CLASSIFIC<strong>AT</strong>ION<br />

This category includes financial assets that are held<br />

for trading over the short term, regardless of their actual<br />

form. This includes derivatives with a positive value,<br />

including embedded derivatives that have been<br />

separated from another instrument, that are not part of<br />

an effective hedging relationship.<br />

flows, option pricing models, and values observed in<br />

recent comparable transactions.<br />

For equity securities and related derivatives, if the fair<br />

value obtained by these valuation techniques cannot be<br />

reliably measured, the financial instruments are measured<br />

at cost and adjusted for impairment losses.<br />

DERECOGNITION<br />

Financial assets held for trading are removed from the<br />

balance sheet when the rights to the cash flows have<br />

expired or in the event of other transactions in which the<br />

risks and rewards of ownership of the asset are<br />

transferred. Conversely, if a substantial portion of the<br />

risks and rewards related to the financial asset is retained,<br />

the asset remains on the balance sheet even though legal<br />

ownership of the asset has been transferred.<br />

In cases in which it is not possible to determine<br />

whether substantially all the risks and rewards have been<br />

transferred, the financial asset is derecognized when there<br />

is no longer any control over it. Conversely, if even partial<br />

control is retained the asset remains on the balance sheet<br />

in proportion to the remaining involvement, measured as<br />

the exposure to changes in the value of the asset sold and<br />

to changes in the related cash flows.<br />

MEASUREMENT<br />

Subsequent to their initial recognition, financial assets<br />

held for trading are measured at fair value. The fair value<br />

of financial assets and liabilities is based on the official<br />

prices as of the balance-sheet date for financial<br />

instruments that are listed on active markets. For financial<br />

instruments, including equity securities, that are not<br />

listed on active markets, fair value is determined by<br />

making use of valuation techniques and information<br />

available in the market, such as the prices of similar<br />

instruments traded on active markets, discounted cash<br />

RECOGNITION OF PROFIT AND LOSS<br />

The results of the measurement of financial assets<br />

held for trading are recognized through profit or loss.<br />

2 – Available-for-sale (AFS) financial assets<br />

RECOGNITION<br />

Initial recognition of available-for-sale financial assets<br />

takes place on the settlement date for debt and equity


84 85<br />

securities and on the disbursement date for loans, and is<br />

done at fair value, which is normally equal to the amount<br />

paid or received. In cases in which the price is not equal<br />

to the fair value, the financial asset is recognized at fair<br />

value, and the difference between the price paid and fair<br />

value is recognized through profit or loss. The initially<br />

recognized amount includes income and charges directly<br />

attributable to the transaction.<br />

CLASSIFIC<strong>AT</strong>ION<br />

This category includes non-derivative financial assets<br />

not classified as financial assets held for trading, financial<br />

assets measured at fair value, financial assets held to<br />

maturity, loans to banks and loans to customers.<br />

More specifically, it includes: equity interests other than<br />

investments in subsidiaries, associates and joint ventures<br />

that are not held for trading; shares in unlisted investment<br />

funds or funds with limited trading volumes; certain bonds,<br />

decided on a case-by-case basis depending on the<br />

purpose for which they are purchased/held.<br />

risks and rewards of ownership of the asset are<br />

transferred. Conversely, if a substantial portion of the<br />

risks and rewards related to the financial asset is retained,<br />

the asset remains on the balance sheet even though legal<br />

ownership of the asset has been transferred.<br />

In cases in which it is not possible to determine<br />

whether substantially all the risks and rewards have been<br />

transferred, the financial asset is derecognized when there<br />

is no longer any control over it. Conversely, if even partial<br />

control is retained the asset remains on the balance sheet<br />

in proportion to the remaining involvement, measured as<br />

the exposure to changes in the value of the asset sold and<br />

to changes in the related cash flows.<br />

Financial assets that are transferred are derecognized<br />

in the event in which the contractual rights to receive the<br />

related cash flows are retained, with the simultaneous<br />

assumption of a related obligation to pay out these flows,<br />

and only these flows, to third parties.<br />

RECOGNITION OF GAINS AND LOSSES<br />

MEASUREMENT<br />

Subsequent to their initial recognition, AFS financial<br />

assets are measured at fair value, which is based on the<br />

criteria described in the section on financial assets held<br />

for trading (see above). For equity securities, if the fair<br />

value obtained by these valuation techniques cannot be<br />

reliably measured, the financial instruments are measured<br />

at cost and adjusted for impairment losses.<br />

DERECOGNITION<br />

AFS financial assets are removed from the balance<br />

sheet when the rights to the related cash flows have<br />

expired or in the event of other transactions in which the<br />

Gains or losses resulting from the fair value<br />

measurement of an asset are recognized in a specific<br />

equity reserve until the asset is derecognized, while the<br />

value corresponding to the amortized cost of AFS<br />

financial assets is recognized in the income statement.<br />

AFS financial assets undergo impairment testing in<br />

order to determine whether there is objective evidence<br />

of impairment. If such evidence exists, the amount of the<br />

loss is measured as the difference between the carrying<br />

amount of the asset and the present value of the<br />

estimated future cash flows discounted at the original<br />

effective interest rate, or by using specific valuation<br />

techniques for equity securities.<br />

If the reasons for the impairment should cease to<br />

obtain following an event occurring after its recognition,


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

in the case of loans or debt securities, the impairment<br />

loss is reversed through the income statement, while for<br />

equity securities, the amount is reversed to equity. In any<br />

event, the amount of the writeback shall not result in the<br />

carrying amount exceeding the amortized cost that the<br />

financial asset would have had in the absence of these<br />

impairment adjustments.<br />

contractual payments and fixed maturity that an entity<br />

has the positive intention and ability to hold until<br />

maturity. If, following a change in intentions or ability, it<br />

should no longer be appropriate to continue to recognize<br />

the investment as held until maturity, it is reclassified to<br />

AFS financial assets.<br />

In addition to the recognition of a loss resulting from<br />

impairment, gains or losses accumulated in the equity<br />

reserve are, as mentioned above, recognized in the<br />

income statement when the asset is sold.<br />

Dividends on an AFS equity instrument are<br />

recognized through profit or loss when the right to<br />

receive payment is acquired.<br />

3 – Held-to-maturity financial assets<br />

RECOGNITION<br />

MEASUREMENT<br />

Subsequent to initial recognition, held-to-maturity<br />

financial assets are measured at amortized cost and<br />

undergo impairment testing.<br />

The amortized cost of a financial asset is equal to the<br />

initially recognized value minus principal repayments,<br />

plus or minus the cumulative amortization using the<br />

effective interest rate method of any difference between<br />

that initial amount and the maturity amount, minus any<br />

reductions (either directly or using an allowance account)<br />

for impairment or uncollectibility.<br />

Held-to-maturity financial assets are initially recognized<br />

on the settlement date at fair value, which is normally<br />

equal to the amount paid or received. In cases in which the<br />

price is not equal to the fair value, the financial asset is<br />

recognized at fair value, and the difference between the<br />

price paid and fair value is recognized through profit or<br />

loss. The initially recognized amount includes income and<br />

charges directly attributable to the transaction.<br />

The financial assets transferred to this category from<br />

AFS financial assets are recognized at amortized cost,<br />

which is deemed equal to the fair value as of the date of<br />

reclassification.<br />

CLASSIFIC<strong>AT</strong>ION<br />

Held-to-maturity financial assets are non-derivative<br />

financial assets that have fixed or determinable<br />

DERECOGNITION<br />

Financial assets are derecognized upon expiration of<br />

the contractual rights to the related cash flows or when<br />

the financial asset is sold and substantially all related risk<br />

and rewards are transferred. Conversely, if a substantial<br />

portion of the risks and rewards related to the financial<br />

asset is retained, the asset remains on the balance sheet<br />

even though legal ownership of the asset has been<br />

transferred.<br />

In cases in which it is not possible to determine<br />

whether the substantially all the risks and rewards have<br />

been transferred, the financial asset is derecognized<br />

when there is no longer any control over it. Conversely, if<br />

even partial control is retained the asset remains on the<br />

balance sheet in proportion to the remaining<br />

involvement, measured as the exposure to changes in the


86 87<br />

value of the asset sold and to changes in the related cash<br />

flows.<br />

Financial assets that are transferred are derecognized<br />

in the event in which the contractual rights to receive the<br />

related cash flows are retained, with the simultaneous<br />

assumption of a related obligation to pay out these flows,<br />

and only these flows, to third parties.<br />

RECOGNITION OF GAINS AND LOSSES<br />

Gains and losses are recognized in the income<br />

statement at the moment in which the asset is<br />

derecognized. Interest is recognized in accordance with<br />

the amortized cost method using the effective interest<br />

rate for the asset. In cases in which amortized cost<br />

method is not applied, interest is recognized in the<br />

income statement using the linear method.<br />

At the balance-sheet date, given objective evidence<br />

of an impairment loss, the amount of the loss recognized<br />

in the income statement is equal to the difference<br />

between the carrying amount of the asset and the<br />

present value of estimated future cash flows discounted<br />

at the original effective interest rate.<br />

If the reasons for the impairment should cease to<br />

obtain following an event occurring after its recognition<br />

the impairment loss is reversed through the income<br />

statement. In any event, the amount of the writeback<br />

shall not result in the carrying amount exceeding the<br />

amortized cost that the financial asset would have had in<br />

the absence of these impairment adjustments.<br />

Writebacks related to the passing of time,<br />

corresponding to the interest accrued during the year at<br />

the original effective interest rate previously used to<br />

calculate the impairment loss, are recognized as writebacks<br />

in the specific account for net writedowns/writebacks for<br />

impairment.<br />

4 – Loans and receivables<br />

RECOGNITION<br />

Loans are recognized in the balance sheet as of the<br />

disbursement date or, in the case of debt securities, the<br />

settlement date. The initially recognized value is equal to<br />

the amount disbursed or the subscription price, including<br />

marginal costs and income directly attributable to the<br />

transaction and measurable as of the date of recognition,<br />

even if paid at a later date. The initially recognized value<br />

does not include costs that are to be repaid by the<br />

borrower or internal administrative costs.<br />

The initially recognized value of any loans disbursed<br />

at non-market terms is the fair value of the loan as<br />

determined by specific valuation techniques, and the<br />

difference between the fair value and the amount<br />

disbursed or the subscription price is recognized through<br />

profit or loss.<br />

Carryover transactions and repurchase agreements<br />

with the obligation of forward repurchase or sales are<br />

recognized as lending or funding transactions. Spot sales<br />

and forward repurchases are recognized as liabilities for<br />

the amount received spot, while spot purchase forward<br />

resale transactions are recognized as receivables for<br />

amount paid spot.<br />

CLASSIFIC<strong>AT</strong>ION<br />

Loans disbursed directly or purchased from third<br />

parties that are not listed on active markets and that have<br />

fixed, determinable payments are classified among loans<br />

to banks and loans to customers, with the exception of<br />

those that are classified among the following categories:<br />

financial assets held for trading; financial assets<br />

measured at fair value; and AFS financial assets. The<br />

category also includes any securities with characteristics<br />

similar to loans.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

It includes operating loans, repurchase agreements,<br />

and receivables recognized by lessors on finance leases.<br />

this also includes default interest and the realizable value<br />

of any collateral, net of collection costs;<br />

MEASUREMENT<br />

After initial recognition, loans are measured at<br />

amortized cost as described above in the section<br />

regarding the measurement of held-to-maturity financial<br />

assets.<br />

The amortized cost method is not applied to loans<br />

with a maturity of less than short-term, loans with an<br />

undefined maturity, and lending agreements that are<br />

valid until cancelled, for which the effect of the amortized<br />

cost method is deemed to be insignificant. Such loans<br />

are measured at cost.<br />

The loan portfolio is subject to impairment testing at<br />

the end of each financial year in order to determine if<br />

there is cause to recognize impairment losses. Bad debts,<br />

substandard loans, restructured debt and past-due<br />

positions are considered impaired. The impairment loss<br />

is only recognized in the event in which, subsequent to<br />

initial recognition of the loan, there is objective evidence<br />

of events that have resulted in a deterioration in the<br />

loan’s value such that it would result in a change in<br />

reliably estimated cash flows.<br />

Loans that decrease in value as a result of objective<br />

evidence of impairment are subject to specific valuation.<br />

The amount of the loss is calculated as the difference<br />

between the carrying amount of the asset and the<br />

present value of the future cash flows discounted at the<br />

original effective interest rate of the financial asset. The<br />

loan valuation process takes account of the following<br />

aspects:<br />

collection times, estimated based on contractual due<br />

dates, if available, or on reasonable estimates in the<br />

absence of specific contractual agreements;<br />

the discount rate, which is equal to the original<br />

effective interest rate; for impaired loans outstanding at<br />

the transition date, for which determination of the figure<br />

was deemed to be excessively difficult, reasonable<br />

estimates have been used, such as the average interest<br />

rate for loans during the year in which the loan was<br />

classified as a bad debt or the restructuring rate.<br />

As part of the detailed valuation process, cash flows for<br />

which collection is expected over the short term are not<br />

discounted to present value. The original effective interest<br />

rate for each loan remains constant over time even if the<br />

loan is restructured at a different contractual interest rate<br />

or if the loan no longer bears interest by contract.<br />

Loans that do not present objective evidence of<br />

impairment are subject to collective valuation by creating<br />

groups of positions with similar risk profiles. The valuation<br />

is then based on historical loss trends for each group. In<br />

constructing the time series, the positions that have<br />

undergone individual valuation are removed from the<br />

loan population. Impairment losses calculated in this<br />

manner are recognized in the income statement.<br />

Guarantees are also subject to impairment testing in<br />

a manner similar to that of the loans measured<br />

collectively.<br />

DERECOGNITION<br />

the maximum recoverable amount, which is the best<br />

estimate of the expected cash flows from the loan and<br />

the related interest; where collection is deemed likely,<br />

Transferred loans are derecognized only if the transfer<br />

results in the transfer of substantially all the related risks<br />

and rewards. Conversely, in the event that a significant


88 89<br />

portion of the risks and rewards related to the loan is<br />

retained, the asset remains on the balance sheet even<br />

though legal ownership of the asset has been transferred.<br />

In cases in which it is not possible to determine<br />

whether substantially all the risks and rewards have been<br />

transferred, the loan is derecognized when there is no<br />

longer any control over it. Conversely, if even partial<br />

control is retained the loan remains on the balance sheet<br />

in proportion to the remaining involvement, measured as<br />

the exposure to changes in the value of the loan sold and<br />

to changes in the related cash flows.<br />

Loans that are transferred are derecognized in the<br />

event in which the contractual rights to receive the<br />

related cash flows are retained, with the simultaneous<br />

assumption of a related obligation to pay out these flows,<br />

and only these flows, to third parties.<br />

IFRS 1 includes a specific exception to the application of<br />

the derecognition rules for financial assets transferred,<br />

including securitization transactions, if carried out prior to 1<br />

January 2004. For securitization transactions initiated<br />

before this date, a company may elect to continue applying<br />

the previous accounting standards or to apply the<br />

provisions of IAS 39 retrospectively from a date established<br />

by the company itself, on the condition that the information<br />

needed to apply IAS 39 to previously derecognized assets<br />

was available at the time of initial recognition of these<br />

transactions. In that regard, the Capitalia <strong>Group</strong> has opted<br />

to apply the previous accounting standards for<br />

securitizations carried out up to the 2001 financial year.<br />

between the amount disbursed and the amount to be<br />

repaid upon maturity, which is typically related to the<br />

costs and income allocated directly to the individual loan.<br />

The effective interest rate is determined by calculating<br />

the rate that exactly discounts the loan’s future cash flows<br />

in respect of both principal and interest to the amount<br />

disbursed, including costs and income related to the<br />

loan. This method of recognition distribute the financial<br />

effect of the costs and income across the expected<br />

remaining life of the loan.<br />

The amortized cost method is not used for short-term<br />

loans for which discounting to present value is deemed<br />

to have an insignificant effect. Such loans are measured<br />

at cost. The same method is used for loans that have no<br />

defined maturity or that are valid until revoked.<br />

As described in the section regarding the measurement<br />

of loans above, impairment losses are recognized in the<br />

income statement.<br />

If, following an event occurring after the recognition of<br />

the impairment, the reasons for the loss should cease to<br />

obtain, the amount is reversed through the income<br />

statement. The amount of the writeback shall not result in<br />

the carrying amount exceeding the amortized cost that the<br />

loan would have had if the impairment had never occurred.<br />

Writebacks related to the passing of time, corresponding<br />

to the interest accrued during the year at the original<br />

effective interest rate previously used to calculate the<br />

impairment, are recognized as writebacks for impairment.<br />

RECOGNITION OF GAINS AND LOSSES<br />

5 – Financial assets measured at fair value<br />

After initial recognition, loans are measured at<br />

amortized cost, which is equal to the initially recognized<br />

value plus or minus repayments of principal, value<br />

adjustments and amortization – calculated using the<br />

effective interest rate method – of the difference<br />

RECOGNITION<br />

Initial recognition of financial assets measured at fair<br />

value takes place on the settlement date for debt and<br />

equity securities.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Initial recognition is at fair value, which is normally<br />

equal to the amount paid or received. In cases in which<br />

the price is not equal to the fair value, the financial asset<br />

is recognized at fair value, and the difference between<br />

the price paid and fair value is recognized through profit<br />

or loss.<br />

6 – Hedging transactions<br />

RECOGNITION<br />

Hedging derivatives and the financial assets and<br />

liabilities that are part of an effective hedge are recognized<br />

in accordance with the rules of hedge accounting.<br />

CLASSIFIC<strong>AT</strong>ION<br />

Financial assets measured at fair value include<br />

assets which, regardless of their type, are designated<br />

from the moment of recognition as measurable at fair<br />

value.<br />

MEASUREMENT<br />

Subsequent to their initial recognition, these financial<br />

assets continue to be measured at fair value, which is<br />

based on the criteria described in the section on financial<br />

assets held for trading (see above). For equity securities<br />

and related derivatives, if the fair value obtained by these<br />

valuation techniques cannot be reliably measured, the<br />

financial instruments are measured at cost and adjusted<br />

for impairment.<br />

DERECOGNITION<br />

Financial assets measured at fair value are removed<br />

from the balance sheet when the rights to the cash flows<br />

have expired or in the event of other transactions in<br />

which the risks and rewards of ownership of the asset are<br />

transferred.<br />

Hedging transactions for which the relationship<br />

between the hedged item and the hedging instrument is<br />

formally documented are considered effective if, at the<br />

inception of the hedge and throughout the duration of<br />

the hedging relationship, the changes in fair value or in<br />

the cash flows of the hedged item are nearly fully offset<br />

by the changes in the fair value or cash flows of the<br />

derivative hedging instrument. At each balance-sheet<br />

date, the effectiveness of the hedge is tested on both a<br />

prospective and retrospective basis, and the hedge is<br />

considered effective if the relationship between the<br />

changes in value remains within the range of 80 to 125%.<br />

CLASSIFIC<strong>AT</strong>ION<br />

Derivatives for hedging purposes are used in order to<br />

protect against one or more types of risk (interest-rate risk,<br />

exchange rate risk, price risk, credit risk). Specifically, fair<br />

value hedges are performed in order to hedge exposure to<br />

changes in fair value, while cash flow hedges are carried<br />

out in order to hedge exposure to changes in cash flows.<br />

The “hedging derivatives” items shown on the asset<br />

and liability sides of the balance sheet correspond to the<br />

positive and negative values of the effective hedging<br />

derivatives.<br />

RECOGNITION OF GAINS AND LOSSES<br />

MEASUREMENT AND RECOGNITION OF GAINS AND<br />

LOSSES<br />

The result of the fair value measurement is recognized<br />

through profit or loss.<br />

Hedging derivatives are measured at fair value and<br />

changes in fair value, for fair value hedges, are


90 91<br />

recognized through profit or loss. Changes in the fair<br />

value of cash flow hedges are posted to equity for the<br />

effective portion of the hedge and are only recognized<br />

through profit or loss when, in relation to the hedged<br />

item, there is a change in the cash flow being hedged.<br />

Changes in the fair value of fair value hedges<br />

attributable to the risk hedged for the asset or liability is<br />

recognized through profit or loss. In the case of hedges<br />

of a specific asset or liability, the hedged asset or liability,<br />

recognized among the related item on the balance sheet,<br />

is adjusted up or down for the amount of the change in<br />

fair value attributable to the risk being hedged. In the<br />

case of macro hedging, this change is shown on the<br />

balance sheet among adjustments to the value of the<br />

assets or liabilities subject to macro hedging.<br />

CLASSIFIC<strong>AT</strong>ION<br />

This category includes investments in subsidiaries,<br />

associated companies and joint ventures.<br />

Equity investments in associates, joint ventures and<br />

other investments held for as part of venture capital<br />

operations are treated in conformity with the provisions<br />

of IAS 39.<br />

Subsidiaries are those companies in which Capitalia<br />

directly or indirectly holds more than half of the voting<br />

rights unless it can be demonstrated that such a holding<br />

does not represent control. Control also exists when the<br />

company has the direct or indirect power to govern<br />

financial and operating policies of the subsidiary.<br />

DERECOGNITION<br />

If the tests performed fail to confirm the hedge’s<br />

effectiveness, the hedge is derecognized in<br />

accordance with the criteria described above, and the<br />

accounting treatment for the given category is<br />

applied. The derivative is then reclassified as a trading<br />

instrument, and subsequent changes in fair value are<br />

recognized through profit or loss. In the case of cash<br />

flow hedges, if the transaction being hedged no<br />

longer takes place, the cumulative value of gains and<br />

losses posted to the equity reserve is recognized<br />

through profit or loss.<br />

7 – Equity investments<br />

RECOGNITION<br />

Equity investments are initially recognized at cost as<br />

of the settlement date, including costs or revenues<br />

directly attributable to the transaction.<br />

Joint ventures are those companies in which control is<br />

shared with other parties as established by formal<br />

contractual agreements.<br />

Associates are those companies in which Capitalia<br />

directly or indirectly holds at least 20% of the voting<br />

rights or those in which it holds less than 20% of the<br />

voting rights but exercises a significant influence over the<br />

company. Significant influence is defined as the power to<br />

participate in the determination of the company’s<br />

financial and operating policies without exercising<br />

control or joint control.<br />

Control, joint control or other connections are<br />

considered to have ceased in cases in which<br />

responsibility for determining the financial and operating<br />

policies of the entity is taken away from the governing<br />

bodies and is assigned to a government body, to the<br />

courts or in similar situations. In such cases, the<br />

investment is subject to the provisions of IAS 39, as<br />

envisaged for financial instruments.<br />

In determining the type of connection, only the<br />

factors (percentage holding, actual and potential voting


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

rights, de facto significant influence) that are present at<br />

the level of the individual financial statements are<br />

considered.<br />

Subsidiaries, joint ventures or associates to be sold<br />

are reported separately as assets being divested at the<br />

lesser of book value and fair value net of disposal<br />

costs.<br />

MEASUREMENT<br />

Investments in subsidiaries, associates and joint<br />

ventures are measured at cost. If there is evidence of an<br />

impairment loss on an asset, the recoverable value is<br />

estimated, taking account of market value or the present<br />

value of future cash flows. If the recoverable value is less<br />

than the carrying amount, the difference is recognized in<br />

the income statement as an impairment loss.<br />

DERECOGNITION<br />

8 – Tangible assets<br />

RECOGNITION<br />

Tangible assets are initially recognized at cost,<br />

including all directly related costs necessary to purchase<br />

the asset and to bring it into working condition.<br />

Extraordinary maintenance that results in an increase in<br />

the future economic benefits are recognized as an<br />

increase in the value of the asset, while other costs of<br />

routine maintenance are recognized as an expense when<br />

incurred.<br />

Tangible assets also include assets used under<br />

finance leases for which substantially all the risks and<br />

rewards of ownership have been assumed. These assets<br />

are initially recognized at a value that is equal to the<br />

lesser of fair value and the present value of the minimum<br />

lease payments. This value is then subject to<br />

depreciation.<br />

Equity investments are derecognized upon expiration<br />

of the rights to the related cash flows or when the<br />

financial asset is sold and substantially all related risks<br />

and rewards are transferred.<br />

RECOGNITION OF GAINS AND LOSSES<br />

Dividends received on investments measured at cost<br />

are recognized in the income statement when the right to<br />

receive payment vests.<br />

Impairment losses on subsidiaries, associates and<br />

joint ventures measured at cost are recognized in the<br />

income statement. If the reasons for the impairment<br />

should cease to obtain following an event occurring after<br />

its recognition, the impairment loss is reversed through<br />

the income statement.<br />

CLASSIFIC<strong>AT</strong>ION<br />

This category includes land, buildings used in<br />

operations, investment property, technical systems,<br />

furniture, furnishings and equipment. It also includes<br />

assets held for use in production and in the provision of<br />

goods and services, for administrative purposes, or that<br />

are to be rented out to third parties, and that are<br />

expected to be used for more than one financial year.<br />

MEASUREMENT<br />

Tangible assets, including investment property, are<br />

measured at cost less depreciation and impairment<br />

losses. As of 1 January 2004, the date of transition to<br />

IFRSs, the buildings were measured at fair value, and this<br />

fair value was adopted as deemed cost.


92 93<br />

Assets are depreciated systematically based on their<br />

residual useful life. The following depreciation rates are<br />

used for the main asset categories: furnishings, 12%;<br />

ordinary office machines, 20%; machinery and other<br />

equipment, 15%; alarm, video and television systems,<br />

30%; electronic equipment, 20%; lifting equipment and<br />

systems, 7.5%. The depreciable value is equal to the cost<br />

of the asset, as the residual value after depreciation is<br />

deemed to be insignificant. Buildings are depreciated at<br />

a rate of 2% per year, which is deemed to appropriately<br />

represent the deterioration of the asset over time as a<br />

result of use, taking account of the costs of extraordinary<br />

maintenance that result in an increase in the asset’s value.<br />

Land, either purchased separately or together with a<br />

building, is not depreciated.<br />

DERECOGNITION<br />

Tangible assets are derecognized upon disposal or<br />

when the asset is withdrawn from use and no future<br />

economic benefits are expected from its disposal.<br />

RECOGNITION OF GAINS AND LOSSES<br />

Depreciation is recognized in the income statement.<br />

When there is an indication of a potential impairment of<br />

an asset, a comparison is made between the asset’s<br />

carrying amount and its recoverable value, the latter<br />

being the greater of the value in use (i.e. the present<br />

value of the future cash flows generated by the asset) and<br />

its fair value net of disposal costs. Any negative<br />

difference between the carrying amount and the<br />

recoverable value is recognized in the income statement.<br />

If the reasons for the impairment should cease to obtain,<br />

the writeback is recognized in the income statement.<br />

Following a writeback, the carrying amount may not<br />

exceed the value that the asset would have had, net of<br />

depreciation, had there been no impairment.<br />

9 – Intangible assets<br />

RECOGNITION<br />

Intangible assets are recognized at cost and adjusted<br />

for any incidental expenses only if it is likely that the<br />

future economic benefits attributable to the asset will<br />

flow to the company and the cost of the asset itself can<br />

be reliably measured. Otherwise, the cost of the<br />

intangible asset is recognized in the income statement in<br />

period in which it is incurred.<br />

Intangible assets may also include the goodwill related<br />

to business combinations (e.g. acquisitions of business<br />

units). Goodwill related to business combinations<br />

subsequent to 1 January 2004 is initially measured at the<br />

positive difference between the net fair value of the assets<br />

and liabilities acquired and the cost of the business<br />

combination, including related costs, assuming that this<br />

positive difference is representative of future earning<br />

capacity. The difference between the cost of the business<br />

combination and the net fair value of the assets and<br />

liabilities acquired is recognized through profit or loss if<br />

negative or if not representative of future earning<br />

capacity. Goodwill related to business combinations<br />

taking place prior to the IFRS transition date are measured<br />

at cost, which is the same value recognized in accordance<br />

with Italian accounting standards.<br />

CLASSIFIC<strong>AT</strong>ION<br />

Intangible assets are recognized when they are<br />

identifiable and they arise out of legal or contractual<br />

rights. This includes software. Costs for the restructuring<br />

of leased buildings without their own independent<br />

function and use are classified among other assets in<br />

accordance with Bank of Italy circular no. 262, and the<br />

related depreciation, which is charged over a period that<br />

is not to exceed the duration of the lease contract, is<br />

recognized under other operating costs.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

MEASUREMENT<br />

Intangible assets initially measured at cost are<br />

amortized on a straight-line basis in accordance with the<br />

estimated residual useful life of the asset, which for<br />

software is no more than 5 years.<br />

MEASUREMENT AND RECOGNITION OF GAINS AND<br />

LOSSES<br />

These assets and liabilities are measured at the lesser<br />

of carrying amount and fair value net of disposal costs.<br />

The related income and charges, net of tax effects, are<br />

shown separately in the income statement.<br />

DERECOGNITION<br />

Intangible assets are derecognized on disposal and<br />

when future economic benefits from their use or disposal<br />

are no longer expected.<br />

RECOGNITION OF GAINS AND LOSSES<br />

Amortization is recognized in the income statement.<br />

When there is evidence of impairment of an intangible<br />

asset, the asset is tested to verify such impairment and<br />

any negative difference between the carrying amount<br />

and the recoverable value is recognized through the<br />

income statement. If the reasons for the impairment<br />

should cease to obtain for intangible assets other than<br />

goodwill, the writeback is recognized in the income<br />

statement. This writeback may not result in a carrying<br />

amount that exceeds the value that the asset would have<br />

had, net of amortization, had there been no impairment.<br />

11 – Current and deferred taxes<br />

RECOGNITION<br />

Income taxes are recognized in the income statement,<br />

with the exception of those that are related to items to be<br />

posted directly to equity. Deferred tax assets are<br />

recognized when their recovery is deemed probable.<br />

Deferred tax liabilities are recognized in all cases in which<br />

the related liability is likely to be incurred.<br />

CLASSIFIC<strong>AT</strong>ION<br />

Deferred tax assets and liabilities are shown<br />

separately in the balance sheet without being offset.<br />

MEASUREMENT<br />

10 – Non-current assets held for sale and discontinued<br />

operations<br />

RECOGNITION AND CLASSIFIC<strong>AT</strong>ION<br />

This category includes non-current assets held for sale<br />

and the assets and liabilities of operations that are to be<br />

discontinued within 12 months of the date of<br />

classification, such as equity investments in subsidiaries,<br />

associates, and joint ventures, property, plant and<br />

equipment and intangibles and the assets and liabilities<br />

of business units that are to be sold.<br />

When the results of a transaction are posted directly<br />

to equity, current taxes, as well as deferred tax assets and<br />

liabilities, are also posted to equity.<br />

Deferred tax assets and liabilities are periodically<br />

remeasured in order to take account of any changes in<br />

tax legislation or tax rates.<br />

RECOGNITION OF GAINS AN LOSSES<br />

Income taxes are recognized in the income statement,<br />

with the exception of those that are related to items to be


94 95<br />

posted directly to equity. Current income taxes are<br />

calculated based on the taxable income for the period.<br />

Amounts payable and receivable for current taxes are<br />

recognized at the amount that is expected to be paid or<br />

received and in accordance with the prevailing tax rates<br />

and tax legislation. Deferred tax assets and liabilities are<br />

calculated based on the temporary differences between<br />

the carrying amount of assets and liabilities and their<br />

corresponding values for tax purposes.<br />

present value of the plan’s benefits and 10% of the fair<br />

value of any plan assets. This excess is recognized in<br />

accordance with the expected average remaining<br />

working lives of the participating employees.<br />

For the (external) defined contribution funds, the<br />

contributions made by the company are expensed in the<br />

income statement and measured in accordance with the<br />

services rendered by employees. Each year the obligation is<br />

determined on the basis of contributions due for that year.<br />

12 – Provisions for liabilities and contingencies<br />

Other provisions for liabilities and contingencies<br />

Provisions for pensions and similar obligations<br />

RECOGNITION AND CLASSIFIC<strong>AT</strong>ION<br />

Post-employment benefit plans are classified as<br />

defined contribution plans when fixed contributions are<br />

made into a fund, but there is no obligation to make<br />

further payments if the fund does not have sufficient<br />

assets to pay all of the employees’ benefits; all other<br />

types of post-employment benefit plans being defined<br />

benefit plans. Internal pension funds are established in<br />

accordance with company agreements and are classified<br />

as defined benefit plans.<br />

MEASUREMENT AND RECOGNITION OF GAINS AND<br />

LOSSES<br />

The liability in respect of the (defined benefit) internal<br />

pension funds and the related current service costs are<br />

measured based on actuarial assumptions and applying<br />

the projected unit credit method. The carrying amount of<br />

the liability as of the balance-sheet date is also adjusted<br />

for the fair value of any plan assets. Actuarial gains and<br />

losses are recognized through profit or loss using the<br />

“corridor” approach, i.e. limited to the portion of<br />

actuarial gains or losses not recognized at the end of the<br />

previous year that exceeds the greater of 10% of the<br />

RECOGNITION AND CLASSIFIC<strong>AT</strong>ION<br />

Provisions for liabilities and contingencies are<br />

recognized in the income statement and as a liability on<br />

the balance sheet when there is a present legal or<br />

constructive obligation as a result of a past event for which<br />

it is probable that an outflow of economic benefits will be<br />

required to settle the obligation, on the condition that the<br />

loss associated with the liability can be estimated reliably.<br />

These provisions are recognized at the best estimate<br />

of the amount required to settle the obligation or to<br />

transfer it to a third party as of the balance-sheet date.<br />

Where the effect of the time value of money is<br />

material and the dates for paying the obligation can be<br />

reliably estimated, the provisions are discounted at the<br />

market rates current at the balance-sheet date.<br />

MEASUREMENT AND RECOGNITION OF GAINS AND<br />

LOSSES<br />

Provisions are reassessed at the end of each financial<br />

year and adjusted to reflect the best estimate of the<br />

expense required to settle the obligations as of the<br />

balance sheet date. The effects of the time value of<br />

money and changes in interest rates are recognized<br />

through profit or loss under net provisions for the period.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

DERECOGNITION<br />

Provisions are only used for the purpose for which<br />

they were originally recognized. If it is no longer deemed<br />

probable that an outflow of resources will be required to<br />

settle the obligation, the provision is reversed to income.<br />

with the exception of short-term liabilities, which are<br />

measured at the amount received in accordance with the<br />

general principle of materiality. For information on the<br />

determination of amortized cost, see the section above<br />

regarding held-to-maturity financial assets.<br />

13 – Debt and securities issued<br />

RECOGNITION<br />

Initial recognition is carried out at the fair value of the<br />

liability, which is normally equal to the amount received or<br />

the issue price plus or minus any marginal costs or income<br />

directly attributable to the transaction and not repaid by<br />

the creditor, excluding any internal administrative costs.<br />

Financial liabilities issued at anything other than prevailing<br />

market terms are recognized at estimated fair value, and<br />

the difference with respect to the amount paid or the<br />

issue price is recognized through profit or loss.<br />

DERECOGNITION<br />

Financial liabilities included in this category are<br />

removed from the balance sheet both following<br />

settlement or maturity and following a repurchase of the<br />

previously issued securities. In the latter case, the<br />

difference between the carrying amount of the liability<br />

and the amount paid for the repurchase is recognized<br />

through profit or loss.<br />

The replacement of these securities on the market<br />

after being repurchased is considered to be the same as<br />

a new issue and therefore results in the recognition of a<br />

new placement price without any income effect.<br />

CLASSIFIC<strong>AT</strong>ION<br />

14 – Financial liabilities held for trading<br />

Debt and securities in issue includes financial<br />

liabilities not held for short-term trading purposes,<br />

including the various forms of interbank funding and<br />

funding from customers, as well as funding through<br />

certificates of deposit and the issue of other debt<br />

securities, net of any amounts repurchased.<br />

The category also includes any amounts payable by<br />

the leasee for finance leases.<br />

MEASUREMENT AND RECOGNITION OF GAINS AND<br />

LOSSES<br />

After initial recognition, these items are measured at<br />

amortized cost using the effective interest rate method,<br />

RECOGNITION<br />

Initial recognition of financial liabilities takes place on<br />

the settlement date for debt and equity securities and<br />

on the signing date for derivatives, and is carried out at<br />

fair value, which is normally equal to the amount<br />

received.<br />

In cases in which the price is not equal to the fair<br />

value, the financial liability is recognized at fair value, and<br />

the difference between the price paid and fair value is<br />

recognized through profit or loss.<br />

Derivatives that are embedded in financial<br />

instruments or other contract forms, and which have<br />

financial characteristics and risks that are not correlated


96 97<br />

with the host instrument or which have other features that<br />

qualify them as derivative contracts, are recognized<br />

separately, if negative, in the category of financial<br />

liabilities held for trading, except in cases in which the<br />

instrument in which they are embedded is measured at<br />

fair value through profit or loss.<br />

CLASSIFIC<strong>AT</strong>ION<br />

This category includes the negative value of nonhedging<br />

derivative contracts, as well as the negative<br />

value of derivatives embedded in other contracts.<br />

Liabilities that result from uncovered positions related to<br />

securities trading are also recognized as financial<br />

liabilities held for trading.<br />

MEASUREMENT<br />

Subsequent to their initial recognition, financial<br />

liabilities held for trading are measured at fair value,<br />

which is based on the criteria described in the section on<br />

financial assets held for trading (see above).<br />

DERECOGNITION<br />

Financial liabilities held for trading are derecognized<br />

when settled or at maturity.<br />

RECOGNITION OF GAINS AND LOSSES<br />

The results of the measurement of financial liabilities<br />

held for trading are recognized through profit or loss.<br />

16 – Foreign currency transactions<br />

RECOGNITION<br />

Foreign currency transactions are initially recognized<br />

in the functional currency using the exchange rate in<br />

effect as of the date of the transaction.<br />

RECOGNITION OF GAINS AND LOSSES<br />

As of the balance-sheet date, items denominated in a<br />

foreign currency are measured as follows:<br />

monetary items are translated at the exchange rate<br />

on the balance sheet date;<br />

non-monetary items measured at historical cost are<br />

translated at the exchange rate prevailing on the date of<br />

the transaction;<br />

non-monetary items measured at fair value are<br />

translated at the exchange rate prevailing on the<br />

balance-sheet date.<br />

Exchange rate differences that result from the<br />

settlement of monetary items or the translation of<br />

monetary items at a rate different from that of the initial<br />

translation, or of the translation of the previous year’s<br />

financial statements, are recognized through profit or loss<br />

in the period in which they occur.<br />

When a gain or a loss related to a non-monetary item<br />

is recognized in equity, the exchange rate difference<br />

related to that item is also recognized in equity. Similarly,<br />

when a gain or a loss is recognized in income, the related<br />

exchange rate difference is also recognized in income.<br />

15 – Financial liabilities measured at fair value<br />

This category is not shown, given that the Capitalia<br />

<strong>Group</strong> does not make use of the fair value option for<br />

liabilities.<br />

17 – Other information<br />

EMPLOYEE SEVERANCE PAY<br />

The Italian employee severance pay (or “TFR”, for<br />

Trattamento di Fine Rapporto) is recognized at an


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

amount calculated using the actuarial methods specified<br />

in IAS 19 for employee defined benefit plans.<br />

Accordingly, the amount of the liability recognized on<br />

the balance sheet is subject to actuarial valuation and<br />

takes account of such things as future developments in<br />

the employment relationship.<br />

Future TFR cash flows are discounted using the<br />

projected unit credit method. Actuarial gains and losses<br />

are recognized through profit or loss using the “corridor”<br />

approach: i.e. the portion of actuarial gains or losses that<br />

exceeds 10% of the present value of the plan’s benefits,<br />

recognized at the previous reference date and divided by<br />

the expected average remaining working lives of the<br />

participating employees.<br />

The liability represents the present value of the<br />

obligation, plus any unrecognized actuarial gains and<br />

minus any unrecognized actuarial losses.<br />

commissions on service revenues are recognized in<br />

the period in which the service is provided and based on<br />

contractual agreements;<br />

revenues from intermediation in financial<br />

instruments held for trading, which are calculated as the<br />

difference between the price of the transaction and the<br />

fair value of the instrument, are recognized as income<br />

when recognizing the transaction if the fair value can be<br />

measured based on recently observable transactions or<br />

parameters in the same market on which the instrument<br />

is traded. In the absence of such conditions, the<br />

estimated difference with fair value is recognized<br />

through profit or loss throughout the life of the<br />

transaction;<br />

revenues from the sale of non-financial assets are<br />

recognized when the sale is finalized, unless the bank<br />

retains the majority of the risks and rewards related to the<br />

asset.<br />

RECOGNITION OF REVENUES<br />

Revenues are recognized when they are realized or, in<br />

the case of the sale of goods or other products, when it<br />

is likely that the future benefits will be received and these<br />

benefits can be reliably measured. In the case of services,<br />

revenues are recognized when the service is provided.<br />

Specifically:<br />

interest is recognized on a pro rata temporis basis<br />

using the contractual interest rate, or the effective interest<br />

rate in the case the amortized cost method is applied;<br />

dividends are recognized as income when the<br />

dividend distribution is approved;<br />

TREASURY SHARES, STOCK OPTIONS, AND STOCK<br />

GRANTING<br />

Treasury shares are recognized posted in a specific<br />

account as a reduction to equity. The original cost of the<br />

shares repurchased, as well as gains or losses on the<br />

purchase, sale, issue, or cancellation of treasury shares,<br />

are not recognized through profit or loss, but rather are<br />

recognized in equity in the share premium reserve<br />

account.<br />

Stocks and stock options granted to employees are<br />

recognized as staff costs and in equity at their fair value<br />

as of the date on which they are granted.


98 99<br />

PART B – INFORM<strong>AT</strong>ION ON<br />

THE BALANCE SHEET<br />

ASSETS<br />

Section 1 – CASH AND CASH EQUIVALENTS - ITEM 10<br />

Item 10 “Cash and cash equivalents” is not present in the 2006 and 2005 financial statements.<br />

Section 2 – FINANCIAL ASSETS HELD FOR TRADING - ITEM 20<br />

2.1 FINANCIAL ASSETS HELD FOR TRADING: COMPOSITION BY TYPE<br />

Total 2006 Total 2005<br />

Listed Unlisted Listed Unlisted<br />

A. Non-derivative assets<br />

1. Debt securities 400,180 148,308 385,242 209,482<br />

1.1 Structured securities – – – –<br />

1.2 Other debt securities 400,180 148,308 385,242 209,482<br />

2. Equity securities 820,956 – 1,449,755 7,325<br />

3. Units in collective investment undertakings 67,525 614,593 86,360 626,279<br />

4. Loans – – – –<br />

4.1 Repurchase agreements – – – –<br />

4.2 Other – – – –<br />

5. Impaired assets – – – –<br />

6. Assets assigned but not derecognized 1,125,189 1,207 4,699,872 –<br />

Total (A) 2,413,850 764,108 6,621,229 843,086<br />

B. Derivatives<br />

1. Financial derivatives 326 4,379,514 1,0<strong>31</strong> 3,160,581<br />

1.1 trading 326 4,240,526 1,0<strong>31</strong> 2,946,094<br />

1.2 associated with fair value option – – – –<br />

1.3 other – 138,988 – 214,487<br />

2. Credit derivatives – 838 – 3,481<br />

2.1 trading – 838 – 3,481<br />

2.2 associated with fair value option – – – –<br />

2.3 other – – – –<br />

Total (B) 326 4,380,352 1,0<strong>31</strong> 3,164,062<br />

Total (A+B) 2,414,176 5,144,460 6,622,260 4,007,148


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

2.2 FINANCIAL ASSETS HELD FOR TRADING: COMPOSITION BY DEBTOR/ISSUER<br />

Total 2006 Total 2005<br />

A. Non-derivative financial assets<br />

1. Debt securities 548,488 594,724<br />

a) Governments and central banks 96,769 19,355<br />

b) Other government agencies 1,028 702<br />

c) Banks 239,499 279,557<br />

d) Other issuers 211,192 295,110<br />

2. Equity securities 820,956 1,457,080<br />

a) Banks 207,126 266,661<br />

b) Other issuers 613,830 1,190,419<br />

– insurance undertakings 240,596 –<br />

– financial companies 29,095 37,113<br />

– non-financial companies 344,139 –<br />

– other – 1,153,306<br />

3. Units in collective investment undertakings (*) 682,118 712,639<br />

4. Loans – –<br />

a) Governments and central banks – –<br />

b) Other government agencies – –<br />

c) Banks – –<br />

d) Other – –<br />

5. Impaired assets – –<br />

a) Governments and central banks – –<br />

b) Other government agencies – –<br />

c) Banks – –<br />

d) Other – –<br />

6. Assets assigned but not derecognized 1,126,396 4,699,872<br />

a) Governments and central banks 688,180 4,060,651<br />

b) Other government agencies – –<br />

c) Banks 16,199 –<br />

d) Other 422,017 639,221<br />

Total (A) 3,177,958 7,464,<strong>31</strong>5<br />

B. Derivatives<br />

a) Banks 3,979,926 2,940,781<br />

b) Customers 400,752 224,<strong>31</strong>2<br />

Total (B) 4,380,678 3,165,093<br />

Total (A+B) 7,558,636 10,629,408<br />

(*) Consisting of equity funds (€94 million), money market funds (€164 million), bond funds (€330 million), foreign funds (€66 million), hedge funds (€27 million)<br />

and real estate funds (€1 million).


100 101<br />

2.3 FINANCIAL ASSETS HELD FOR TRADING: DERIV<strong>AT</strong>IVES<br />

Interest Foreign Equity Loans Other Total 2006 Total 2005<br />

rates currencies securities<br />

and gold<br />

A Listed<br />

1) Financial derivatives <strong>31</strong>8 – 8 – – 326 1.0<strong>31</strong><br />

a) with exchange<br />

of principal <strong>31</strong>8 – 8 – – 326 1.0<strong>31</strong><br />

– options purchased – – – – – – –<br />

– other derivatives <strong>31</strong>8 – 8 – – 326 1.0<strong>31</strong><br />

b) without exchange<br />

of principal – – – – – – –<br />

– options purchased – – – – – – –<br />

– other derivatives – – – – – – –<br />

2) Credit derivatives – – – – – – –<br />

a) with exchange<br />

of principal – – – – – – –<br />

b) without exchange<br />

of principal – – – – – – –<br />

Total (A) <strong>31</strong>8 – 8 – – 326 1.0<strong>31</strong><br />

B<br />

Unlisted<br />

1) Financial derivatives 2,589,188 309,<strong>31</strong>6 1,414,878 – 66,132 4,379,514 3,160,581<br />

a) with exchange<br />

of principal 479 305,995 1,132,277 – – 1,438,751 723,627<br />

– options purchased 468 22,245 1,125,463 – – 1,148,176 543,156<br />

– other derivatives 11 283,750 6,814 – – 290,575 180,471<br />

b) without exchange<br />

of principal 2,588,709 3,321 282,601 – 66,132 2,940,763 2,436,954<br />

– options purchased 738,268 – 282,601 – – 1,020,869 646,961<br />

– other derivatives 1,850,441 3,321 – – 66,132 1,919,894 1,789,993<br />

2) Credit derivatives – – – 838 – 838 3,481<br />

a) with exchange<br />

of principal – – – 838 – 838 3,481<br />

b) without exchange<br />

of principal – – – – – – –<br />

Total (B) 2,589,188 309,<strong>31</strong>6 1,414,878 838 66,132 4,380,352 3,164,062<br />

Total (A+B) 2,589,506 309,<strong>31</strong>6 1,414,886 838 66,132 4,380,678 3,165,093


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

2.4 NON-DERIV<strong>AT</strong>IVE FINANCIAL ASSETS HELD FOR TRADING OTHER THAN THOSE ASSIGNED<br />

BUT NOT DERECOGNIZED AND IMPAIRED ASSETS: <strong>ANNUAL</strong> CHANGE<br />

Debt Equity Units Loans Total<br />

securities securities in collective<br />

A. Opening balance 594,724 1,457,080 712,639 – 2,764,443<br />

B. Increases 108,772,922 7,329,297 724,115 – 116,826,334<br />

B.1 Purchases 104,606,612 7,209,078 702,507 – 112,518,197<br />

B.2 Positive changes<br />

in fair value 6,246 61,176 12,530 – 79,952<br />

B.3 Other changes 4,160,064 59,043 9,078 – 4,228,185<br />

C. Decreases 108,819,158 7,965,421 754,636 – 117,539,215<br />

C.1 Sales 106,418,290 7,869,986 749,186 – 115,037,462<br />

C.2 Redemptions 698,984 – – – 698,984<br />

C.3 Negative changes in fair value 7,149 14,389 700 – 22,238<br />

C.4 Other changes 1,694,735 81,046 4,750 – 1,780,5<strong>31</strong><br />

D. Closing balance 548,488 820,956 682,118 – 2,051,562<br />

B.3 of debt securities includes €107,104 in respect of demerger operations.<br />

By convention, sub-items B.3 and C.4 include amounts in respect of technical overdrafts at the end and start of the period, respectively, as well as the annual change<br />

in assets assigned but not derecognized.


102 103<br />

Section 3 - FINANCIAL ASSETS DESIGN<strong>AT</strong>ED <strong>AT</strong> FAIR VALUE - ITEM 30<br />

3.1 FINANCIAL ASSETS DESIGN<strong>AT</strong>ED <strong>AT</strong> FAIR VALUE: COMPOSITION<br />

Total 2006 Total 2005<br />

Listed Unlisted Listed Unlisted<br />

1. Debt securities – – – –<br />

1.1 Structured securities – – – –<br />

1.2 Other debt securities – – – –<br />

2. Equity securities – 43,308 – 24,822<br />

3. Units in collective<br />

investment undertakings (*) – – – –<br />

4. Loans – – – –<br />

4.1 Structured – – – –<br />

4.2 Other – – – –<br />

5. Impaired assets – – – –<br />

6. Assets assigned but not derecognized – – – –<br />

Total – 43,308 – 24,822<br />

Cost – 43,223 – 25,861<br />

(*) In 2006: €<strong>31</strong>,510 for Astrim S.p.A. and €11,798 for Euroclass Multimedia Holding S.A..<br />

In 2005: €13,483 for Euroclass Multimedia Holding S.A., €10,329 for Porta di Roma srl and €1,010 for C.R.I.F. S.p.A..


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

3.2 FINANCIAL ASSETS DESIGN<strong>AT</strong>ED <strong>AT</strong> FAIR VALUE: COMPOSITION BY DEBTOR/ISSUER<br />

Total 2006 Total 2005<br />

1. Debt securities – –<br />

a) Governments and central banks – –<br />

b) Other government agencies – –<br />

c) Banks – –<br />

d) Other issuers – –<br />

2. Equity securities 43,308 24,822<br />

a) Banks – –<br />

b) Other issuers 43,308 24,822<br />

– insurance undertakings – –<br />

– financial companies – –<br />

– non–financial companies 43,308 24,822<br />

– other – –<br />

3. Units in collective investment undertakings – –<br />

4. Loans – –<br />

a) Governments and central banks – –<br />

b) Other government agencies – –<br />

c) Banks – –<br />

d) Other – –<br />

5. Impaired assets – –<br />

a) Governments and central banks – –<br />

b) Other government agencies – –<br />

c) Banks – –<br />

d) Other issuers – –<br />

6. Assets assigned but not derecognized – –<br />

a) Governments and central banks – –<br />

b) Other government agencies – –<br />

c) Banks – –<br />

d) Other issuers – –<br />

Total 43,308 24,822


104 105<br />

3.3 FINANCIAL ASSETS DESIGN<strong>AT</strong>ED <strong>AT</strong> FAIR VALUE OTHER THAN ASSIGNED BUT NOT DERECOGNIZED<br />

AND IMPAIRED ASSETS: <strong>ANNUAL</strong> CHANGE<br />

Debt Equity Units Loans Total<br />

securities securities in collective<br />

investment<br />

undertakings<br />

A. Opening balance – 24,822 – – 24,822<br />

B. Increases – 32,072 – – 32,072<br />

B.1 Purchases – 129 – – 129<br />

B.2 Positive changes in fair value – 3,234 – – 3,234<br />

B.3 Other changes – 28,709 28,709<br />

C. Decreases – 13,586 – – 13,586<br />

C.1 Sales – 11,902 – – 11,902<br />

C.2 Redemptions – –<br />

C.3 Negative changes in fair value – 1,684 – – 1,684<br />

C.4 Other changes – – – – –<br />

D. Closing balance – 43,308 – – 43,308<br />

B.3 includes €28,705 in respect of demerger operations.<br />

Section 4 – FINANCIAL ASSETS AVAILABLE FOR SALE - ITEM 40<br />

4.1 FINANCIAL ASSETS AVAILABLE FOR SALE: COMPOSITION BY TYPE<br />

Total 2006 Total 2005<br />

Listed Unlisted Listed Unlisted<br />

1. Debt securities 130,253 535,802 275 1,247,761<br />

1.1 Structured securities – – – –<br />

1.2 Other debt securities 130,253 535,802 275 1,247,761<br />

2. Equity securities 421,922 325,390 1,973,752 241,993<br />

2.1Measured at fair value 421,922 260,852 1,973,752 176,159<br />

2.2 Measured at cost – 64,538 – 65,834<br />

3. Units in collective investment undertakings 19,048 28,988 15,528 8,445<br />

4. Loans – – – –<br />

5. Impaired assets – – – –<br />

6. Assets assigned but not derecognized – 1,006,551 – 463,029<br />

Total 571,223 1,896,7<strong>31</strong> 1,989,555 1,961,228


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

4.2 FINANCIAL ASSETS AVAILABLE FOR SALE: COMPOSITION BY DEBTOR/ISSUER<br />

Total 2006 Total 2005<br />

1. Debt securities 666,055 1,248,036<br />

a) Governments and central banks – –<br />

b) Other government agencies – –<br />

c) Banks – –<br />

d) Other issuers 666,055 1,248,036<br />

2. Equity securities 747,<strong>31</strong>2 2,215,745<br />

a) Banks 154,461 896,393<br />

b) Other issuers 592,851 1,<strong>31</strong>9,352<br />

– insurance undertakings – 503,453<br />

– financial companies 98,866 153,969<br />

– non-financial companies 493,985 661,787<br />

– other – 143<br />

3. Units in collective investment undertakings (*) 48,036 23,973<br />

4. Loans – –<br />

a) Governments and central banks – –<br />

b) Other government agencies – –<br />

c) Banks – –<br />

d) Other – –<br />

5. Impaired assets – –<br />

a) Governments and central banks – –<br />

b) Other government agencies – –<br />

c) Banks – –<br />

d) Other – –<br />

6. Assets assigned but not derecognized 1,006,551 463,029<br />

a) Governments and central banks – –<br />

b) Other government agencies – –<br />

c) Banks – –<br />

d) Other 1,006,551 463,029<br />

Total 2,467,954 3,950,783<br />

(*) Consisting of real estate funds (€27 million), hedge funds (€15 million) and equity funds (€6 million).


106 107<br />

4.3 FINANCIAL ASSETS AVAILABLE FOR SALE: HEDGED ASSETS<br />

None at <strong>31</strong> December 2006.<br />

4.4 FINANCIAL ASSETS AVAILABLE FOR SALE: ASSETS HEDGED SPECIFICALLY<br />

None at <strong>31</strong> December 2006.<br />

4.5 FINANCIAL ASSETS AVAILABLE FOR SALE OTHER THAN THOSE ASSIGNED BUT NOT DERECOGNIZED AND<br />

IMPAIRED ASSETS: <strong>ANNUAL</strong> CHANGE<br />

Debt Equity Units Loans Total<br />

securities securities in collective<br />

investment<br />

undertakings<br />

A. Opening balance 1,248,036 2,215,745 23,973 – 3,487,754<br />

B. Increases 191,549 721,182 75,391 – 988,122<br />

B.1 Purchases 35,616 <strong>31</strong>1,284 29,295 – 376,195<br />

B.2 Positive changes in fair value 2,987 200,262 484 – 203,733<br />

B.3. Writebacks 46,250 – – – 46,250<br />

– taken to income statement 46,250 X – – 46,250<br />

– taken to equity – – – – –<br />

B.4 Transfers from other portfolios – – – – –<br />

B.5 Other changes 106,696 209,636 45,612 – 361,944<br />

C. Decreases 773,530 2,189,615 51,328 – 3,014,473<br />

C.1 Sales 10,374 2,087,075 49,116 – 2,146,565<br />

C.2 Redemptions 15,189 3,528 – – 18,717<br />

C.3 Negative changes in fair value 132,2<strong>31</strong> 72 737 – 133,040<br />

C.4 Writedowns for impairment 51,959 4,520 – – 56,479<br />

– taken to income statement 51,959 4,520 – – 56,479<br />

– taken to equity – – – – –<br />

C.5 Transfers to other portfolios – – – – –<br />

C.6 Other changes 563,777 94,420 1,475 – 659,672<br />

D. Closing balance 666,055 747,<strong>31</strong>2 48,036 – 1,461,403<br />

B.5 includes the following amounts in respect of demerger operations: “debt securities” (€33,084 thousand), “equity securities” (€36,842 thousand) and CIU units<br />

(€45,164 thousand).<br />

By convention, C.6 also includes annual changes in assets assigned but not derecognized.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Section 5 – FINANCIAL ASSETS HELD TO M<strong>AT</strong>URITY - ITEM 50<br />

5.1 FINANCIAL ASSETS HELD TO M<strong>AT</strong>URITY: COMPOSITION BY TYPE<br />

Total 2006 Total 2005<br />

Book value Fair value Book value Fair value<br />

1. Debt securities 345,<strong>31</strong>7 351,984 554,637 574,040<br />

1.1 Structured securities – – – –<br />

1.2 Other debt securities 345,<strong>31</strong>7 351,984 554,637 574,040<br />

2. Loans – – – –<br />

3. Impaired assets – – – –<br />

4. Assets assigned but not derecognized 446,674 453,737 236,498 244,771<br />

Total 791,991 805,721 791,135 818,811<br />

5.2 FINANCIAL ASSETS HELD TO M<strong>AT</strong>URITY: COMPOSITION BY DEBTOR/ISSUER<br />

Total 2006 Total 2005<br />

1. Debt securities 345,<strong>31</strong>7 554,637<br />

a) Governments and central banks 101,710 264,355<br />

b) Other government agencies 7,680 9,547<br />

c) Banks 150,976 198,812<br />

d) Other issuers 84,951 81,923<br />

2. Loans – –<br />

a) Governments and central banks – –<br />

b) Other government agencies – –<br />

c) Banks – –<br />

d) Other – –<br />

3. Impaired assets – –<br />

a) Governments and central banks – –<br />

b) Other government agencies – –<br />

c) Banks – –<br />

d) Other – –<br />

4. Assets assigned but not derecognized 446,674 236,498<br />

a) Governments and central banks 288,729 127,510<br />

b) Other government agencies – –<br />

c) Banks 144,709 94,186<br />

d) Other 13,236 14,802<br />

Total 791,991 791,135


108 109<br />

5.3 FINANCIAL ASSETS HELD TO M<strong>AT</strong>URITY: HEDGED ASSETS<br />

None at <strong>31</strong> December 2006.<br />

5.4 ASSETS HELD TO M<strong>AT</strong>URITY OTHER THAN THOSE ASSIGNED BUT NOT DERECOGNIZED AND IMPAIRED ASSETS:<br />

<strong>ANNUAL</strong> CHANGE<br />

Debt securities Loans Total<br />

A. Opening balance 554,637 – 554,637<br />

B. Increases 37,974 – 37,974<br />

B.1 Purchases – – –<br />

B.2. Writebacks 1,511 – 1,511<br />

B.3 Transfers from other portfolios – – –<br />

B4. Other changes 36,463 – 36,463<br />

C. Decreases 247,294 – 247,294<br />

C1. Sales – – –<br />

C2. Redemptions 35,943 – 35,943<br />

C.3 Writedowns – – –<br />

C.4 Transfers to other portfolios – – –<br />

C5. Other changes 211,351 – 211,351<br />

D. Closing balance 345,<strong>31</strong>7 – 345,<strong>31</strong>7<br />

By convention, C.5 also includes annual changes in assets assigned but not derecognized.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Section 6 – LOANS TO BANKS - ITEM 60<br />

6.1 LOANS TO BANKS: COMPOSITION BY TYPE<br />

Total 2006 Total 2005<br />

A Claims on central banks 410,149 574,740<br />

1. Tied deposits – –<br />

2. Reserve requirement 410,074 554,728<br />

3. Repurchase agreements – –<br />

4. Other 75 20,012<br />

B Loans to banks 38,747,946 36,484,801<br />

1. Current accounts and free deposits 5,<strong>31</strong>7,980 3,186,056<br />

2. Tied deposits 28,921,424 21,753,483<br />

3. Other financing 4,362,717 11,366,238<br />

3.1 repurchase agreements 4,186,458 11,284,772<br />

3.2 finance leases – –<br />

3.3 other 176,259 81,466<br />

4. Debt securities 126,286 179,024<br />

4.1 Structured – –<br />

4.2 Other debt securities 126,286 179,024<br />

5. Impaired assets – –<br />

6. Assets assigned but not derecognized 19,539 –<br />

Total (book value) 39,158,095 37,059,541<br />

Total (fair value) 39,156,822 37,059,977<br />

6.2 LOANS TO BANKS: ASSETS HEDGED SPECIFICALLY<br />

Total 2006 Total 2005<br />

1. Loans covered specifically by fair value hedges 698,427 709,867<br />

a) interest rate risk 698,427 709,867<br />

b) exchange rate risk – –<br />

c) credit risk – –<br />

d) multiple risks – –<br />

2. Loans covered specifically by fair value hedges – –<br />

a) interest rate risk – –<br />

b) exchange rate risk – –<br />

c) other – –<br />

Total 698,427 709,867<br />

6.3 FINANCE LEASES<br />

None at <strong>31</strong> December 2006.


110 111<br />

Section 7 – LOANS TO CUSTOMERS - ITEM 70<br />

7.1 LOANS TO CUSTOMERS: COMPOSITION BY TYPE<br />

Total 2006 Total 2005<br />

1. Current accounts – –<br />

2. Repurchase agreements 563,303 919,996<br />

3. Mortgage loans – –<br />

4. Credit cards, personal loans and loans backed by salaries – –<br />

5. Finance leases – –<br />

6. Factoring – –<br />

7. Other 656,891 820,324<br />

8. Debt securities 1,528 20,662<br />

8.1 structured – –<br />

8.2 Other debt securities 1,528 20,662<br />

9. Impaired assets 1,621,114 1,745,950<br />

10. Assets assigned but not derecognized – –<br />

Total (book value) 2,842,836 3,506,932<br />

Total (fair value) 2,842,821 3,506,830


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

7.2 LOANS TO CUSTOMERS: COMPOSITION BY TYPE OF DEBTOR/ISSUER<br />

Total 2006 Total 2005<br />

1. Debt securities 1,528 20,662<br />

a) Governments – –<br />

b) Other government agencies – –<br />

c) Other issuers 1,528 20,662<br />

– non-financial companies 1,528 2,642<br />

– financial companies – 18,020<br />

– insurance undertakings – –<br />

– other – –<br />

2. Loans to: 1,220,194 1,740,320<br />

a) Governments – –<br />

b) Other government agencies – –<br />

c) Other 1,220,194 1,740,320<br />

– non-financial companies 106,159 30,249<br />

– financial companies 1,068,448 1,596,466<br />

– insurance undertakings – –<br />

– other 45,587 113,605<br />

3. Impaired assets: 1,621,114 1,745,950<br />

a) Governments – –<br />

b) Other government agencies 18,949 21,234<br />

c) Other 1,602,165 1,724,716<br />

– non-financial companies 1,222,402 1,<strong>31</strong>1,487<br />

– financial companies 38,742 40,095<br />

– insurance undertakings – –<br />

– other 341,021 373,134<br />

4. Assets assigned but not derecognized: – –<br />

a) Governments – –<br />

b) Other government agencies – –<br />

c) Other – –<br />

– non-financial companies – –<br />

– financial companies – –<br />

– insurance undertakings – –<br />

– other – –<br />

Total 2,842,836 3,506,932<br />

7.3 LOANS TO CUSTOMERS: ASSETS HEDGED SPECIFICALLY<br />

None at <strong>31</strong> December 2006.<br />

7.4 FINANCE LEASES<br />

None at <strong>31</strong> December 2006.


112 113<br />

Section 8 – HEDGING DERIV<strong>AT</strong>IVES - ITEM 80<br />

8.1 HEDGING DERIV<strong>AT</strong>IVES: COMPOSITION BY TYPE OF CONTRACT AND UNDERLYING<br />

Interest Foreign Equity Loans Other Total<br />

rates currencies securities<br />

and gold<br />

A Listed<br />

1) Financial derivatives – – – – – –<br />

a) with exchange of principal – – – – – –<br />

– options purchased – – – – – –<br />

– other derivatives – – – – – –<br />

b) without exchange of principal – – – – – –<br />

– options purchased – – – – – –<br />

– other derivatives – – – – – –<br />

2) Credit derivatives – – – – – –<br />

a) with exchange of principal – – – – – –<br />

b) without exchange of principal – – – – – –<br />

Total (A) – – – – – –<br />

B<br />

Unlisted<br />

1) Financial derivatives 270,917 14,732 – – – 285,649<br />

a) with exchange of principal – 14,732 – – – 14,732<br />

– options purchased – – – – – –<br />

– other derivatives – 14,732 – – – 14,732<br />

b) without exchange of principal 270,917 – – – – 270,917<br />

– options purchased – – – – – –<br />

– other derivatives 270,917 – – – – 270,917<br />

2) Credit derivatives – – – – – –<br />

a) with exchange of principal – – – – – –<br />

b) without exchange of principal – – – – – –<br />

Total (B) 270,917 14,732 – – – 285,649<br />

Total (A+B) 270,917 14,732 – – – 285,649<br />

Total (A+B) 2005 473,769 12,260 – – – 486,029


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

8.2 HEDGING DERIV<strong>AT</strong>IVES: COMPOSITION BY HEDGED PORTFOLIO AND TYPE OF HEDGING<br />

Fair value<br />

Cash flow<br />

Specific<br />

Interest exchange credit price multiple<br />

Generic Specific Generic<br />

rate risk rate risk risk risk risks<br />

1. Financial assets available for sale – – – – – X – X<br />

2. Loans 32.735 – – X – X – X<br />

3. Financial assets held to maturity X – – X – X – X<br />

4. Portfolio X X X X X – X –<br />

Total assets 32.735 – – – – – – –<br />

1. Financial liabilities 238.183 5.829 – X 8.902 X – X<br />

2. Portfolio X X X X X – X –<br />

Total liabilities 238.183 5.829 – – 8.902 – – –<br />

Section 9 – VALUE ADJUSTMENTS OF FINANCIAL ASSETS HEDGED GENERICALLY - ITEM 90<br />

Item 90 “Value adjustments of financial assets hedged generically” is not present in the 2006 and 2005 financial<br />

statements.


114 115<br />

Section 10 - EQUITY INVESTMENTS - ITEM 100<br />

10.1 EQUITY INVESTMENTS IN SUBSIDIARIES, JOINT VENTURES AND IN COMPANIES SUBJECT TO SIGNIFICANT<br />

INFLUENCE: INFORM<strong>AT</strong>ION ON INVESTMENTS<br />

Name Registered office % holding % of votes<br />

A.Wholly-owned subsidiaries<br />

BANCA DI ROMA S.p.A. Rome 100,00<br />

BANCO DI SICILIA S.p.A. Palermo 100,00<br />

BASICA Soc.per lo Sviluppo di Sist. Informativi<br />

Comp. Avanzati S.p.A. (in liquidation) Potenza 100,00<br />

BdR ROMA PRIMA IRELAND LIMITED Dublin 99,90<br />

BIPOP CARIRE S.p.A. Brescia 100,00<br />

BOX 2004 Società per Azioni Rome 100,00<br />

<strong>CAPITALIA</strong> ASSET MANAGEMENT S.p.A.<br />

Società di Gestione del Risparmio Rome 100,00<br />

<strong>CAPITALIA</strong> INFORM<strong>AT</strong>ICA S.p.A. Rome 100,00<br />

<strong>CAPITALIA</strong> INVESTIMENTI ALTERN<strong>AT</strong>IVI<br />

Società di Gestione del Risparmio S.p.A. Milan 95,00<br />

<strong>CAPITALIA</strong> INVESTMENT MANAGEMENT S.A. a) Luxembourg 0,003<br />

<strong>CAPITALIA</strong> LUXEMBOURG S.A. Luxembourg 99,999<br />

<strong>CAPITALIA</strong> MERCHANT S.p.A. Rome 100,00<br />

<strong>CAPITALIA</strong> PARTECIPAZIONI S.p.A. Rome 100,00<br />

<strong>CAPITALIA</strong> SERVICE J.V. S.r.l Rome 51,00<br />

<strong>CAPITALIA</strong> Sofipa Società di<br />

Gestione del Risparmio (SGR) S.p.A. Rome 100,00<br />

<strong>CAPITALIA</strong> SOLUTIONS S.p.A. Rome 100,00<br />

COFIRI S.p.A. Rome 100,00<br />

CORIT Concessionaria Riscossione Tributi S.p.A. (in liquidation) Rome 60,00<br />

EDIPASS S.p.A. (in liquidation) Potenza 55,00<br />

ENTASI S.r.l. Rome 100,00<br />

EUROFINANCE 2000 S.r.l. Rome 98,97<br />

EUROPEAN TRUST Società Fiduciaria per azioni Brescia 100,00<br />

FINECO FINANCE Limited Dublin 100,00<br />

FINECO LEASING S.p.A. Brescia 99,99<br />

FINECO VERWALTUNG AG Frankfurt am Main 100,00<br />

FINECOBANK S.p.A. Milan 99,99<br />

FONDI IMMOBILIARI ITALIANI<br />

Società di Gestione del Risparmio S.p.A. Rome 51,55<br />

GE.S.E.T.T. Gestione Serv.Esazione Tributi<br />

e Tesorerie S.p.A (in liquidation) Potenza 98,45<br />

IPSE 2000 S.p.A. Rome 50,00001


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Name Registered office % holding % of votes<br />

KYNESTE S.p.A. Rome 100,00<br />

MCC - SOFIPA INTERN<strong>AT</strong>IONAL S.A.<br />

(en liquidation) Bruxelles 100,00<br />

MCC S.p.A. Rome 100,00<br />

MEDIOTRADE S.p.A. (in liquidation) Rome 100,00<br />

NITHER S.p.A. Rome 100,00<br />

REIMMOBILIARE S.p.A. Rome 100,00<br />

ROMAFIDES Fiduciaria e Servizi S.p.A. Rome 100,00<br />

SANITÀ Srl (in liquidation) Rome 99,60<br />

SERIT S.p.A. (in liquidation) Rome 100,00<br />

SOCIETÀ AMMINISTRAZIONE<br />

IMMOBILI S.A.IM. S.p.A. (in liquidation) Rome 60,00<br />

SOCIETÀ ITALIANA<br />

GESTIONE ED INCASSO CREDITI S.p.A. Rome 95,00<br />

SOFIGERE Sociètè par Actions Simplifièe Paris 100,00<br />

SPAGET S.p.A (in liquidation) Rome 100,00<br />

TREVI FINANCE N. 3 S.r.l. Conegliano (TV) 60,00<br />

TREVI FINANCE N. 2 S.p.A. Conegliano (TV) 60,00<br />

TREVI FINANCE S.p.A. Conegliano (TV) 60,00<br />

B. Joint ventures<br />

C. Companies under significant influence<br />

Agenzia per l’innovazione Tecnologica -<br />

AGITEC S.p.A. (in liquidation) Rome 25,00<br />

<strong>AT</strong>HENA PRIV<strong>AT</strong>E EQUITY S.A. Luxembourg 23,88<br />

<strong>CAPITALIA</strong> ASSICURAZIONI S.p.A. Milan 49,00<br />

CNP <strong>CAPITALIA</strong> VITA S.p.A. b) Milan 16,92<br />

CONSORTIUM S.r.l. Milan <strong>31</strong>,24<br />

FIDIA FONDO INTERB. D’INVESTIMENTO<br />

AZIONARIO SGR S.p.A. Milan 25,00<br />

G.B.S. GENERAL BROKER SERVICE S.p.A. Rome 20,00<br />

MILANO EST S.p.A. Milan 34,63<br />

NUOVA TE<strong>AT</strong>RO ELISEO S.p.A. Rome 41,01<br />

SOCIETÀ GESTIONE PER IL REALIZZO S.p.A c) Rome 15,74<br />

SOCIETÀ PER L’INGEGNERIA D’IMPRESA S.r.l. d) Rome 33,33<br />

TECNOSERVIZI MOBILI S.r.l. Rome 49,00<br />

a) Further 99,997% is held by Capitalia Luxembourg S.A.<br />

b) Further 21,88% is held by Fineco Verwaltung AG<br />

c) Further 4,23% is held by Banco di Sicilia S.p.A.;<br />

0,08% by Bipop Carire S.p.A.;<br />

0,05% by IRFIS - Mediocredito della Sicilia S.p.A.<br />

d) As a result of a capital increase at the start of 2007, in which Capitalia did not partecipate, Capitalia’s holding decreases to 10,786%.


116 117<br />

10.2 EQUITY INVESTMENTS IN SUBSIDIARIES, JOINT VENTURES AND COMPANIES SUBJECT TO SIGNIFICANT<br />

INFLUENCE: ACCOUNTING D<strong>AT</strong>A<br />

A. Wholly-owned subsidiaries<br />

Total Total Profit Shareholders’ Book Fair<br />

assets revenues (loss) equity value value<br />

a) BANCA DI ROMA S.p.A. 62,223,522 5,035,794 513,730 5,092,208 4,629,211 X<br />

a) BANCO DI SICILIA S.p.A. 25,024,924 2,001,516 256,062 1,346,963 1,658,496 X<br />

a) BASICA Soc. per lo Sviluppo<br />

di Sist. Informativi Comp. Avanzati<br />

S.p.A. in (liquid.) 1,592 32 (90) (3,514) – X<br />

a) BdR ROMA PRIMA IRELAND LIMITED 51,537 1,292 1,274 51,517 50,237 X<br />

a) BIPOP CARIRE S.p.A. 11,222,438 770,467 73,903 1,001,266 818,835 X<br />

b) BOX 2004 Società per Azioni 8,980 155 (1,394) 7,672 9,066 X<br />

a) <strong>CAPITALIA</strong> ASSET MANAGEMENT S.p.A.<br />

Società di Gestione del Risparmio 147,454 4<strong>31</strong>,481 38,037 74,062 483,210 X<br />

a) <strong>CAPITALIA</strong> INFORM<strong>AT</strong>ICA S.p.A. 377,914 445,828 4,838 99,729 84,986 X<br />

a) <strong>CAPITALIA</strong> INVESTIMENTI ALTERN<strong>AT</strong>IVI<br />

Società di Gestione del Risparmio S.p.A. 7,796 4,302 148 6,199 5,642 X<br />

b) <strong>CAPITALIA</strong> INVESTMENT<br />

MANAGEMENT S.A. 16,909 42,519 4,278 12,126 – X<br />

b) <strong>CAPITALIA</strong> LUXEMBOURG S.A. 1,429,865 63,934 6,414 206,193 186,901 X<br />

b) <strong>CAPITALIA</strong> MERCHANT S.p.A. 340,811 29,510 16,608 327,447 307,002 X<br />

a) <strong>CAPITALIA</strong> PARTECIPAZIONI S.p.A. 2,597,754 204,712 38,020 1,435,685 1,250,638 X<br />

a) <strong>CAPITALIA</strong> SERVICE J.V. S.r.l. 25,673 49,161 11 1,062 789 X<br />

a) <strong>CAPITALIA</strong> – SOFIPA Società di Gestione<br />

del Risparmio (SGR) S.p.A. 11,<strong>31</strong>6 7,003 706 7,181 6,688 X<br />

a) <strong>CAPITALIA</strong> SOLUTIONS S.p.A. 146,524 330,425 308 10,289 9,109 X<br />

b) COFIRI S.p.A. 15,612 7,860 4,139 14,287 7,717 X<br />

b) CORIT Concessionaria Riscossione<br />

Tributi S.p.A. (in liquid.) 3,888 182 (82) 423 459 X<br />

a) EDIPASS S.p.A. (in liquid.) 185 2 (36) (36) – X<br />

a) ENTASI S.r.l. 34 40 – 10 9 X<br />

a) EUROFINANCE 2000 S.r.l. 73 52 2 42 23 X<br />

a) EUROPEAN TRUST Società Fiduciaria<br />

per azioni 1,534 794 29 1,267 1,454 X<br />

a) FINECO FINANCE Limited 3,081,467 142,399 23,587 359,504 280,025 X<br />

a) FINECO LEASING S.p.A. 6,013,107 349,050 26,670 1<strong>31</strong>,464 215,069 X<br />

a) FINECO VERWALTUNG AG 195,014 8,767 8,474 194,367 96,652 X<br />

a) FINECOBANK S.p.A. 9,094,155 790,629 65,103 <strong>31</strong>3,194 765,873 X<br />

a) FONDI IMMOBILIARI ITALIANI Società<br />

di Gestione del Risparmio S.p.A. 38,756 27,<strong>31</strong>4 5,420 24,209 61,092 X


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

a) GE.S.E.T.T. Gestione Serv. Esazione Tributi<br />

Total Total Profit Shareholders’ Book Fair<br />

assets revenues (loss) equity value value<br />

e Tesorerie S.p.A. (in liquid.) 656 2 (61) 567 127 X<br />

a) IPSE 2000 S.p.A. 32,384 702 (11,461) 20,545 5,351 X<br />

a) KYNESTE S.p.A. 24,689 20,<strong>31</strong>2 1,544 17,790 24,774 X<br />

a) MCC S.p.A. 12,716,528 757,655 62,282 954,387 1,012,807 X<br />

c) MCC – SOFIPA INTERN<strong>AT</strong>IONAL S.A.<br />

(in liquid.) 1,515 62 (124) 1,402 1,070 X<br />

a) MEDIOTRADE S.p.A. (in liquid.) 701 190 73 657 547 X<br />

a) NITHER S.p.A. 70,472 3,498 (1,217) 20,806 20,808 X<br />

a) REIMMOBILIARE S.p.A. 23,544 1,158 (48) 6,594 6,594 X<br />

b) ROMAFIDES Fiduciaria e Servizi S.p.A. 2,701 1,809 146 1,552 1,301 X<br />

c) SANITÀ S.r.l. (in liquid.) 1,329 23,728 20,876 (5,251) – X<br />

b) SERIT S.p.A. (in liquid.) 41,992 3 (264) 3<strong>31</strong> 329 X<br />

a) SOCIETÀ AMMINISTRAZIONE IMMOBILI<br />

S.A.IM. S.p.A. (in liquid.) 4,194 214 149 1,525 54 X<br />

a) SOCIETÀ ITALIANA GESTIONE ED<br />

INCASSO CREDITI S.p.A. 7,238 10,910 88 2,757 981 X<br />

a) SOFIGERE Société par Actions Simplifièe 20,979 2,403 175 219 40 X<br />

b) SPAGET S.p.A (in liquid.) 1,530 38 (105) 752 1,004 X<br />

a) TREVI FINANCE N. 3 S.r.l. 160 83 26 135 7 X<br />

a) TREVI FINANCE N. 2 S.p.A. 191 78 4 153 63 X<br />

a) TREVI FINANCE S.p.A. 151 78 4 112 59 X<br />

B. Joint ventures<br />

–<br />

C. Companies under significant influence<br />

c) AGENZIA PER L’INNOVAZIONE<br />

TECNOLOGICA – AGITEC S.p.A.<br />

(in liquid.) 440 143 (555) (204) – X<br />

d) <strong>AT</strong>HENA PRIV<strong>AT</strong>E EQUITY S.A. 150,298 22,501 13,773 147,<strong>31</strong>9 28,418 X<br />

c) <strong>CAPITALIA</strong> ASSICURAZIONI S.p.A. 39,085 16,009 468 9,379 3,977 X<br />

c) CNP <strong>CAPITALIA</strong> VITA S.p.A. 13,943,107 3,219,943 55,881 363,379 120,060 X<br />

e) CONSORTIUM S.r.l. 11,019 376 – 10,358 3,236 X<br />

c) FIDIA FONDO INTERB.<br />

D’INVESTIMENTO AZIONARIO<br />

SGR S.p.A. 12,964 2,744 (3,646) 11,456 2,706 X<br />

f) G.B.S. GENERAL BROKER<br />

SERVICE S.p.A. 9,972 8.458 48 1,242 52 X


118 119<br />

Total Total Profit Shareholders’ Book Fair<br />

assets revenues (loss) equity value value<br />

g) MILANO EST S.p.A. 14,938 11 (380) 6,095 2,110 X<br />

c) NUOVA TE<strong>AT</strong>RO ELISEO S.p.A. 5,626 6,720 (464) 1,216 492 X<br />

g) SOCIETÀ GESTIONE PER IL<br />

REALIZZO S.p.A. 61,620 41,453 <strong>31</strong>,043 55,430 2,395 X<br />

g) SOCIETÀ PER L’INGEGNERIA<br />

D’IMPRESA S.r.l. 55,098 <strong>31</strong>6 (20,713) 7,302 2,063 X<br />

c) TECNOSERVIZI MOBILI S.r.l. 2,341 3,908 493 1,797 51 X<br />

a) Draft of financial statements at <strong>31</strong>.12.2006<br />

b) Financial statements at <strong>31</strong>.12.2006<br />

c) Financial statements at <strong>31</strong>.12.2005<br />

d) Financial statements at 30.09.2005<br />

e) Situation at <strong>31</strong>.12.2006<br />

f) Financial statements at 30.06.2006<br />

g) Situation at 30.09.2006<br />

For fully consolidated companies, the figures are those reported for the preparation of the consolidated financial statements; for other companies, the figures are<br />

those for the most recently available accounts/financial statements.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

10.3 EQUITY INVESTMENTS: CHANGE FOR THE YEAR<br />

Total 2006 Total 2005<br />

A. Opening balance 10,983,076 9,117,140<br />

B. Increases 2,128,771 2,621,837<br />

B.1 Purchases 1,925,270 206,789<br />

B.2 Writebacks – –<br />

B.3. Revaluations – –<br />

B4. Other changes 203,501 2,415,048<br />

C. Decreases 941,188 755,901<br />

C1. Sales 60,786 112,350<br />

C,2 Writedowns 42,704 27,993<br />

C3. Other changes 837,698 615,558<br />

D. Closing balance 12,170,659 10,983,076<br />

E. Total revaluations – –<br />

F. Total writedowns 193,196 179,017<br />

B.4 includes 8,417 in respect of demerger operations.<br />

10.4 COMMITMENTS IN RESPECT OF SUBSIDIARIES<br />

At <strong>31</strong> December 2006 there were no commitments in respect of subsidiaries.<br />

10.5 COMMITMENTS IN RESPECT OF JOINT VENTURES<br />

At <strong>31</strong> December 2006 there were no joint ventures.<br />

10.6 COMMITMENTS IN RESPECT OF EQUITY INVESTMENTS IN COMPANIES SUBJECT TO SIGNIFICANT<br />

INFLUENCE<br />

At <strong>31</strong> December 2006 there were no commitments in respect of companies subject to significant influence.


120 121<br />

Section 11 – TANGIBLE ASSETS – ITEM 110<br />

11.1 TANGIBLE ASSETS: COMPOSITION OF ASSETS MEASURED <strong>AT</strong> COST<br />

Total 2006 Total 2005<br />

A Assets used in operations<br />

1.1 owned 260,582 126,880<br />

a) land 166,222 79,305<br />

b) buildings 84,584 39,783<br />

c) furnitures 2,215 1,818<br />

d) electrical plant 1,590 2,4<strong>31</strong><br />

e) other 5,971 3,543<br />

1.2 acquired under finance leases – –<br />

a) land – –<br />

b) buildings – –<br />

c) furnitures – –<br />

d) electrical plant – –<br />

e) other – –<br />

Total (A) 260,582 126,880<br />

B Assets held for investment<br />

2.1 owned 1,836,069 120,508<br />

a) land 566,256 74,426<br />

b) buildings 1,269,813 46,082<br />

2.2 acquired under finance leases – –<br />

a) land – –<br />

b) buildings – –<br />

Total (B) 1,836,069 120,508<br />

Total (A+B) 2,096,651 247,388<br />

11.2 TANGIBLE ASSETS: COMPOSITION OF ASSETS DESIGN<strong>AT</strong>ED <strong>AT</strong> FAIR VALUE VALUT<strong>AT</strong>E AL FAIR VALUE OR REVALUED<br />

None at <strong>31</strong> December 2006.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

11.3 TANGIBLE ASSETS USED IN OPER<strong>AT</strong>IONS: CHANGE FOR THE YEAR<br />

Land Buildings Furnitures Electrical Other Total<br />

plant<br />

A. Opening gross balance 79,305 41,415 2,771 4,228 12,822 140,541<br />

A.1 Total net writedowns – 1,632 953 1,797 9,279 13,661<br />

A.2 Opening net balance 79,305 39,783 1,818 2,4<strong>31</strong> 3,543 126,880<br />

B. Increases 86,917 46,544 721 – 3,115 137,297<br />

B.1 Purchases – – 721 – 3,115 3,836<br />

B.1.1 business combinations – – – – – –<br />

B.2 Capitalized expenses<br />

for improvements – 3,001 – – – 3,001<br />

B.3. Writebacks – – – – – –<br />

B.4 Positive changes in fair value<br />

recognized in – – – – – –<br />

a) equity – – – – – –<br />

b) income statement – – – – – –<br />

B.5 Positive exchange rate differences – – – – – –<br />

B.6 Transfers from land and buildings<br />

held for investment – – – – – –<br />

B7. Other changes 86,917 43,543 – – – 130,460<br />

C. Decreases – 1,743 324 841 687 3,595<br />

C1. Sales – – – – – –<br />

C.2 Depreciation – 1,743 324 841 687 3,595<br />

C3. Writedowns for impairment<br />

recognized in – – – – – –<br />

– equity – – – – – –<br />

– income statement – – – – – –<br />

C.4 Negative changes in fair value<br />

recognized in – – – – – –<br />

a) equity – – – – – –<br />

b) income statement – – – – – –<br />

C.5 Negative exchange rate differences – – – – – –<br />

C.6. Transfers to – – – – – –<br />

a) tangible assets<br />

held for investment – – – – – –<br />

b) assets being divested – – – – – –<br />

C7. Other changes – – – – – –<br />

D. Closing net balance 166,222 84,584 2,215 1,590 5,971 260,582<br />

D.1 Total net writedowns – 5,281 1,277 2,638 9,836 19,032<br />

D.2 Closing gross balance 166,222 89,865 3,492 4,228 15,807 279,614<br />

E. Valuation at cost 166,222 84,584 2,215 1,590 5,971 260,582<br />

B.7 includes the following amounts in respect of demerger operations: 86,816 (land) and 43,491 (buildings).


122 123<br />

11.4 TANGIBLE ASSETS HELD FOR INVESTMENT: CHANGE FOR THE YEAR<br />

Land<br />

Building<br />

A. Opening gross balance 74,426 47,963<br />

A.1 Total net writedowns – 1,881<br />

A.2 Opening net balance 74,426 46,082<br />

B. Increases 493,239 1,252,103<br />

B.1 Purchases – 42,734<br />

B.1.1 business combinations – –<br />

B.2 Capitalized expenses for improvements – 29,437<br />

B.3 Positive changes in fair value – –<br />

B.4. Writebacks – –<br />

B.5 Positive exchange rate differences – –<br />

B.6 Transfers from land and buildings used in operations – –<br />

B7. Other changes 493,239 1,179,932<br />

C. Decreases 1,409 28,372<br />

C.1 Sales 1,409 2,204<br />

C.2 Depreciation – 25,841<br />

C.3 Negative changes in fair value – –<br />

C.4 Writedowns for impairment – –<br />

C.5 Negative exchange rate differences – –<br />

C.6 Transfers to other asset categories: – –<br />

a) land and buildings used in operations – –<br />

b) non-current assets being divested – –<br />

C7. Other changes – 327<br />

D. Closing net balance 566,256 1,269,813<br />

D.1 Total net writedowns – 75,472<br />

D.2 Closing gross balance 566,256 1,345,285<br />

E. Valuation at fair value – –<br />

B.7 includes the following amounts in respect of demerger operations: 492,668 (land) and 1,178,498 (buildings).<br />

11.5 COMMITMENTS TO PURCHASE TANGIBLE ASSETS<br />

At <strong>31</strong> December 2006 Capitalia S.p.A. had contractual commitments to acquire property in the amount of about €76<br />

million, of which €67 million in respect of 29 units owned by the Banca di Roma employee pension fund, the sale of which<br />

was completed in January 2007.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Section 12 - INTANGIBLE ASSETS - ITEM 120<br />

12.1 INTANGIBLE ASSETS: COMPOSITION BY C<strong>AT</strong>EGORY<br />

Total 2006 Total 2005<br />

Limited life Unlimited life Limited life Unlimited life<br />

A.1 Goodwill X 17.835 X –<br />

A.2 Other intangible assets 4,611 – 8,614 –<br />

A.2.1 Assets carried at cost 4,611 – 8,614 –<br />

a) intangible assets<br />

developed in-house – – – –<br />

b) other assets (*) 4,611 – 8,614 –<br />

A.2.2 Assets carried at fair value: – – – –<br />

a) intangible assets<br />

developed in-house – – – –<br />

b) other assets – – – –<br />

Total 4,611 17,835 8,614 –<br />

(*) This includes deferred costs regarding software depreciated at a rate of 20% with a useful life of 1 year (€0.4 million), 2 years (€1.8 million), 3 years (€2 million)<br />

and 4 years (€0.4 million)


124 125<br />

12.2 INTANGIBLE ASSETS: CHANGE IN YEAR<br />

Other intangible assets:<br />

developed in-house<br />

Other intangible assets:<br />

other<br />

Goodwill limited life unlimited life limited life unlimited life Total<br />

A. Opening balance – – – 22,873 – 22,873<br />

A.1 Total net writedowns – – – 14.260 – 14.260<br />

A.2 Opening net balance – – – 8.613 – 8.613<br />

B. Increases 17,835 – – – – 17,835<br />

B.1 Purchases – – – – – –<br />

B.1.1 business combinations – – – – – –<br />

B.2 Increases in internal intangible assets X – – – – –<br />

B.3. Writebacks X – – – – –<br />

B.4 Positive changes in fair value – – – – – –<br />

– equity X – – – – –<br />

– income statement X – – – – –<br />

B.5 Positive exchange rate differences – – – – – –<br />

B6. Other changes 17,835 – – – – 17,835<br />

C. Decreases – – – 4,002 – 4,002<br />

C1. Sales – – – – – –<br />

C.2 Writedowns – – – 4,002 – 4,002<br />

– Amortization X – – 4,002 – 4,002<br />

– Writedowns – – – – – –<br />

+ equity X – – – – –<br />

+ income statement – – – – – –<br />

C.3 Negative changes in fair value – – – – – –<br />

– equity X – – – – –<br />

– income statement X – – – – –<br />

C.4 Transfers to non-current assets<br />

being divested – – – – – –<br />

C.5 Negative exchange rate differences – – – – – –<br />

C6. Other changes – – – – – –<br />

D. Closing net balance 17,835 – – 4,611 – 22,446<br />

D.1 Total net writedowns – – – 18,262 – 18,262<br />

E. Closing gross balance 17,835 – – 22,873 – 40,708<br />

F. Valuation at cost 17,835 – – 4,611 – 22,446<br />

12.3 OTHER INFORM<strong>AT</strong>ION<br />

There is no other material information concerning intangible assets.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Section 13 – TAX ASSETS AND LIABILITIES-<br />

ITEM 130 OF ASSETS AND ITEM 80 OF LIABILITIES<br />

The item “tax assets”, equal to €2,608.86 million is<br />

composed of “current tax assets” of €1,485.50 million<br />

and “deferred tax assets” of €1,123.36 million. The item<br />

“tax liabilities”, equal to €360.91 million, is composed of<br />

“current tax liabilities” of €121.16 million and “deferred<br />

tax liabilities” of €239.75 million.<br />

Accordingly, as from 1 January 2006 the companies<br />

participating in the consolidated taxation mechanism of<br />

Capitalia are the following: Banca di Roma, Banco di<br />

Sicilia, Bipop-Carire, MCC, Capitalia L&F (now merged<br />

into MCC), Capitalia Informatica, Kyneste, Cofiri,<br />

FinecoBank, Capitalia AM, Capitalia IA, Fineco Leasing,<br />

IRFIS, Immobiliare Piemonte, Mediotrade in liquidazione,<br />

Capitalia Partecipazioni, Capitalia Merchant, Nither and<br />

Sanità in liquidazione.<br />

The calculation of these asset and liability items also<br />

reflects the adoption of the national consolidated<br />

taxation mechanism and the application of IAS/IFRS.<br />

THE N<strong>AT</strong>IONAL CONSOLID<strong>AT</strong>ED TAX<strong>AT</strong>ION MECHANISM<br />

As the consolidating entity, Capitalia has elected to<br />

adopt “national consolidated taxation” – introduced with<br />

Legislative Decree 344 of 12 December 2003 for the<br />

period from 2004 to 2006 for the following direct and<br />

indirect subsidiaries: Banca di Roma, Banco di Sicilia,<br />

Bipop-Carire, MCC, Capitalia L&F (merged into MCC<br />

with accounting and tax effects as from 1 January 2006),<br />

Capitalia Informatica, IRFIS and Immobiliare Piemonte.<br />

As from 1 January 2005 another three subsidiaries,<br />

Kyneste, Cofiri and Mediotrade in liquidazione (the latter<br />

controlled indirectly through MCC), are also participating<br />

in the mechanism for the period 2005-2007. In addition,<br />

as from the same date the consolidated taxation<br />

mechanism of Fineco (with the participation of<br />

FinecoBank, Capitalia AM, Capitalia IA and Fineco<br />

Leasing) is continuing within the consolidated taxation<br />

mechanism of Capitalia.<br />

As from 1 January 2006 another four subsidiaries are<br />

also participating in the mechanism for the period<br />

2006–2008: Akros Casa in liquidazione (now Capitalia<br />

Partecipazioni), Fineco Merchant (now Capitalia<br />

Merchant), Nither and Sanità in liquidazione.<br />

The adoption of this tax regime permits:<br />

total exemption from taxation of dividends<br />

distributed among companies participating in the<br />

consolidated tax mechanism in a given tax period;<br />

the comprehensive and permanent introduction of an<br />

offsetting mechanism for IRES credits and liabilities (IRES<br />

is the corporate income tax) among <strong>Group</strong> companies;<br />

immediate total or partial use of tax losses for the<br />

period of the participating companies, reducing the<br />

taxable income of the other <strong>Group</strong> companies.<br />

As a result of this election:<br />

a) Capitalia’s taxable result for the year could be fully offset<br />

immediately against the taxable income of the consolidated<br />

companies, giving rise to the recognition of the related<br />

revenues under “Income taxes” in the income statement;<br />

b) taking account of the related contractual agreements,<br />

the item “Income taxes” also includes the charges<br />

corresponding to the amounts transferred by the<br />

consolidating entity to the consolidated companies against<br />

the tax benefits deriving from the taxation mechanism.<br />

CURRENT TAX ASSETS/LIABILITIES<br />

“Current tax assets”, equal to €1,485.50 million, are<br />

mainly attributable to tax credits, advances paid and


126 127<br />

withholdings incurred. “Current tax liabilities”, equal to<br />

€121.16 million, mainly regard the <strong>Group</strong> IRES liability<br />

resulting from the application of the consolidated<br />

taxation mechanism.<br />

writedowns of securities issued as part of<br />

securitizations in the amount of €144.45 million;<br />

writedowns of shares, bonds and other securities in<br />

the amount of €227.28 million;<br />

DEFERRED TAX ASSETS AND LIABILITIES<br />

In accordance with current legislation and regulations:<br />

<br />

provisions for liabilities and contingencies in the<br />

amount of €95.58 million.<br />

deferred tax assets for IRES purposes are recognized<br />

on the basis of the new group taxation rules, taking<br />

account of forecast earnings performance in future years,<br />

in line with the decisions of the competent corporate<br />

bodies;<br />

13.2 DEFERRED TAX LIABILITIES: COMPOSITION<br />

The balance at <strong>31</strong> December 2006 of deferred tax<br />

liabilities essentially arises in relation to the following<br />

temporary differences:<br />

deferred tax assets for IRAP purposes are recognized<br />

on the basis of forecast earnings performance in future<br />

years, taking account of developments in the relevant<br />

regulatory framework;<br />

deferred tax liabilities are recognized in all<br />

appropriate circumstances, unless there is little possibility<br />

that they will give rise to an actual tax charge.<br />

For details on “deferred tax assets” please see sections<br />

13.1, 13.3 and 13.5, while for details on “deferred tax<br />

liabilities” please see points 13.2, 13.4 and 13.6.<br />

13.1 DEFERRED TAX ASSETS: COMPOSITION<br />

writebacks of shares, bonds and other securities in<br />

the amount of €203.74 million;<br />

default interest accruing but not collected during the<br />

year in the amount of €11.45 million.<br />

13.3 CHANGES IN DEFERRED TAX ASSETS (WITH CON-<br />

TRA-ITEM IN INCOME ST<strong>AT</strong>EMENT)<br />

The main changes in deferred tax asset recognized in the<br />

income statement regard loan writedowns and writedowns<br />

of equity investments deductible over more than one year,<br />

provisions for liabilities and contingencies and related uses,<br />

and writedowns of shares, bonds and other securities.<br />

The balance at <strong>31</strong> December 2006 deferred tax assets<br />

in respect of prepaid taxes essentially arises in relation to<br />

the following temporary differences:<br />

Decreases recognized in the income statement include<br />

the reversal of deferred tax assets in respect of past tax<br />

losses, fully offset by consolidated taxation for the year.<br />

loan writedowns deductible over several years in the<br />

amount of €515.96 million;<br />

writedowns of equity investments deductible over<br />

more than one year in the amount of €23.19;<br />

The total decrease in deferred tax assets for the year<br />

came to €86.65 million, nearly all in respect of IRES. The<br />

change does not correspond to that reported at point 4<br />

of Table 18.1 “Income tax for the period on continuing<br />

operations: composition” since it includes:


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

an increase of €47.40 million regarding deferred tax<br />

assets recognized in respect of the demergers in favor of<br />

Capitalia during the year;<br />

a decrease of €11.05 million in respect of the use of<br />

past tax losses to offset the tax liability for the period in<br />

respect of balance sheet components.<br />

CHANGES IN DEFERRED TAX ASSETS (CONTRA-ITEM IN INCOME ST<strong>AT</strong>EMENT)<br />

Total 2006 Total 2005<br />

1. Opening balance 1,155,420 716,823<br />

2. Increases 435,000 1,0<strong>31</strong>,099<br />

2.1 Deferred tax assets arising during the year 225,019 967,444<br />

a) in respect of previous periods – –<br />

b) due to changes in accounting policies – 658,779<br />

c) writebacks – –<br />

d) other 225,019 308,665<br />

2.2 New taxes or increases in tax rates – –<br />

2.3 Other increases 209,981 63,655<br />

3. Decreases 521,653 592,502<br />

3.1 Deferred tax assets eliminated during the year 347,347 587,045<br />

a) reversals 347,347 587,045<br />

b) writedowns for supervening non–recoverability – –<br />

c) due to change in accounting policies – –<br />

3.2 Reduction in tax rates – –<br />

3.3 Other decreases 174,306 5,457<br />

4, Closing balance 1,068,767 1,155,420<br />

Point 2.3 includes 47,396 in respect of demerger operations.<br />

13.4 CHANGES IN DEFERRED TAX LIABILITIES (WITH<br />

CONTRA-ITEM IN THE INCOME ST<strong>AT</strong>EMENT)<br />

The main changes mainly regard default interest<br />

accruing but not collected in the year, writebacks of<br />

shares, bonds and other securities and the realization of<br />

shares on which non-taxable writebacks had previously<br />

been recognized.<br />

The increase in deferred tax liabilities for the year<br />

came to €107.23 million, nearly all of which regards<br />

IRES. The change does not correspond to that reported<br />

at point 5 of Table 18.1 “Income tax for the period on<br />

continuing operations: composition” since it includes<br />

increases of €27.67 million in respect of the demergers<br />

in favor of Capitalia during the year.


128 129<br />

13.4 CHANGES IN DEFERRED TAX LIABILITIES (CONTRA-ITEM IN INCOME ST<strong>AT</strong>EMENT)<br />

Total 2006 Total 2005<br />

1. Opening balance 78,021 64,261<br />

2. Increases 165,558 157,709<br />

2.1 Deferred tax liabilities arising during the year 88,587 152,833<br />

a) in respect of previous periods – –<br />

b) due to changes in accounting policies – 100,781<br />

c) other 88,587 52,052<br />

2.2 New taxes or increases in tax rates – –<br />

2.3 Other increases 76,971 4,876<br />

3. Decreases 58,325 143,949<br />

3.1 Deferred tax liabilities eliminated during the year 27,739 133,860<br />

a) reversals 27,739 133,860<br />

b) due to changes in accounting policies – –<br />

c) other – –<br />

3.2 Reduction in tax rates – –<br />

3.3 Other decreases 30,586 10,089<br />

4. Closing balance 185,254 78,021<br />

Point 2.3 includes €27,666 in respect of demerger operations.<br />

13.5 CHANGES IN DEFERRED TAX ASSETS (WITH CONTRA-ITEM IN EQUITY)<br />

The changes recognized in equity (€7.13 million) essentially regard writedowns of available-for-sale securities and the<br />

realization of shares in the same category on which non-deductible writedowns had previously been recognized.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

CHANGES IN DEFERRED TAX ASSETS (CONTRA-ITEM IN SHAREHOLDERS’ EQUITY)<br />

Total 2006 Total 2005<br />

1. Opening balance 47,465 223,697<br />

2. Increases 44,915 59,417<br />

2.1 Deferred tax assets arising during the year 44,484 59,417<br />

a) in respect of previous periods – –<br />

b) due to changes in accounting policies – 42,611<br />

c) other 44,484 16,806<br />

2.2 New taxes or increases in tax rates – –<br />

2.3 Other increases 4<strong>31</strong> –<br />

3. Decreases 37,783 235,649<br />

3.1 Deferred tax assets eliminated during the year <strong>31</strong>,444 235,649<br />

a) reversals <strong>31</strong>,444 11,953<br />

b) writedowns for supervening non-recoverability – –<br />

c) due to change in accounting policies – 223,696<br />

3.2 Reduction in tax rates – –<br />

3.3 Other decreases 6,339 –<br />

4. Closing balance 54,597 47,465<br />

13.6 CHANGES IN DEFERRED TAX LIABILITIES (WITH CONTRA-ITEM IN EQUITY)<br />

Deferred tax liabilities recognized in equity decreased by €3.66 million, essentially attributable to writebacks of<br />

available-for-sale securities and the realization of shares in the same category on which non-taxable writebacks had<br />

previously been recognized.


130 1<strong>31</strong><br />

CHANGES IN DEFERRED TAX LIABILITIES (CONTRA-ITEM IN SHAREHOLDERS’ EQUITY)<br />

Total 2006 Total 2005<br />

1. Opening balance 58,152 –<br />

2. Increases 52,136 61,377<br />

2.1 Deferred tax liabilities arising during the year 49,978 61,377<br />

a) in respect of previous periods – –<br />

b) due to changes in accounting policies – 18,594<br />

c) other 49,978 42,783<br />

2.2 New taxes or increases in tax rates – –<br />

2.3 Other increases 2,158 –<br />

3. Decreases 55,796 3,225<br />

3.1 Deferred tax liabilities eliminated during the year 38,528 3,225<br />

a) reversals 38,528 3,225<br />

b) due to changes in accounting policies – –<br />

c) other – –<br />

3.2 Reduction in tax rates – –<br />

3.3 Other decreases 17,268 –<br />

D. Closing balance 54,492 58,152<br />

Point 2.3 includes 1,087 in respect of demerger operations.<br />

13.7 OTHER INFORM<strong>AT</strong>ION<br />

There is no other material information regarding tax assets and liabilities.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Section 14 – NON-CURRENT ASSETS AND GROUPS OF ASSETS BEING DIVESTED AND ASSOCI<strong>AT</strong>ED<br />

LIABILITIES - ITEM 140 OF ASSETS AND ITEM 90 OF LIABILITIES<br />

14.1 NON-CURRENT ASSETS AND GROUPS OF ASSETS BEING DIVESTED: COMPOSITION BY TYPE<br />

Total 2006 Total 2005<br />

A. Individual assets<br />

A.1 Equity investments – 4,108<br />

A.2 Tangible assets – –<br />

A.3 Intangible assets – –<br />

A.4 Other non-current assets – –<br />

Total A – 4,108<br />

B. <strong>Group</strong>s of assets being divested (divested operating units)<br />

B.1 Financial assets held for trading – –<br />

B.2 Financial assets designated at fair value – –<br />

B.3 Financial assets available-for-sale – –<br />

B.4 Financial assets held to maturity – –<br />

B.5 Loans to banks: – –<br />

B.6 Loans to customers – –<br />

B.7 Equity investments – –<br />

B.8 Tangible assets – –<br />

B.9 Intangible assets – –<br />

B.10 Other assets – –<br />

Total B – –<br />

C. Liabilities in respect of individual assets being divested<br />

C.1 Debt and payables – –<br />

C.2 Securities – –<br />

C.3 Other liabilities – –<br />

Total C – –<br />

D. Liabilities in respect of groups of assets being divested<br />

D.1 Due to banks – –<br />

D.2 Due to customers: – –<br />

D.3 Securities outstanding – –<br />

D.4 Financial liabilities held for trading – –<br />

D.5 Financial liabilities designated at fair value – –<br />

D.6 Provisions – –<br />

D.7 Other liabilities – –<br />

Total D – –


132 133<br />

14.2 OTHER INFORM<strong>AT</strong>ION<br />

None.<br />

14.3 INFORM<strong>AT</strong>ION ON EQUITY INVESTMENTS IN COMPANIES SUBJECT TO SIGNIFICANT INFLUENCE<br />

NOT ACCOUNTED FOR USING THE EQUITY METHOD<br />

There is no material information concerning this item.<br />

Section 15 – OTHER ASSETS - ITEM 150<br />

15.1 OTHER ASSETS: COMPOSITION<br />

Total 2006<br />

Due from parent company for consolidated taxation mechanism 513,121<br />

Amounts to be recovered from third parties 157,205<br />

Receivables in respect of invoices 86,076<br />

Coupons and securities traded or drawn to be settled 15,212<br />

Tax collection services 13,823<br />

Items involved in legal disputes not related to lending operations 20,859<br />

Accrued income and prepaid expenses 6,859<br />

Accrued revenues 6,5<strong>31</strong><br />

Other 184,682<br />

Total 1,004,368


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

LIABILITIES<br />

Section 1 – DUE TO BANKS - ITEM 10<br />

1.1 DUE TO BANKS. COMPOSITION BY TYPE<br />

Total 2006 Total 2005<br />

1 Due to central banks 1,020,971 1,787,585<br />

2 Due to banks 26,930,899 28,754,467<br />

2.1 Current accounts and free deposits 4,224,377 3,514,002<br />

2.2 Tied deposits 16,150,553 14,962,394<br />

2.3 Loans 4,576,077 8,202,932<br />

2.3.1 finance leases – –<br />

2.3.2 other 4,576,077 8,202,932<br />

2.4 Liabilities in respect of commitments to repurchase own equity instruments 235,214 237,890<br />

2.5 Liabilities in respect of assets assigned but not derecognized 1,744,678 1,837,249<br />

2.5.1 repurchase agreements 1,744,678 1,837,249<br />

2.5.2 other – –<br />

2.6 Other payables – –<br />

Total 27,951,870 30,542,052<br />

Fair value 27,951,870 30,542,052<br />

1.2 BREAKDOWN OF ITEM 10 “DUE TO BANKS”: SUBORDIN<strong>AT</strong>ED LIABILITIES<br />

No liabilities at <strong>31</strong> December 2006.<br />

1.3 BREAKDOWN OF ITEM 10 “DUE TO BANKS”: STRUCTURED LIABILITIES<br />

No liabilities at <strong>31</strong> December 2006.


134 135<br />

1.4 BREAKDOWN OF ITEM 10 “DUE TO BANKS”: LIABILITIES HEDGED SPECIFICALLY<br />

Total 2006 Total 2005<br />

1. Liabilities covered by specific fair value hedges 1,105,042 239,482<br />

a) interest rate risk – –<br />

b) exchange rate risk 1,105,042 239,482<br />

c) multiple risks – –<br />

2. Liabilities covered by specific cash flow hedges – –<br />

a) interest rate risk – –<br />

b) exchange rate risk – –<br />

c) other – –<br />

Total 1,105,042 239,482<br />

1.5 LIABILITIES IN RESPECT OF FINANCE LEASES<br />

No liabilities at <strong>31</strong> December 2006.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Section 2 – DUE TO CUSTOMERS - ITEM 20<br />

2.1 DUE TO CUSTOMERS: COMPOSITION BY TYPE<br />

Total 2006 Total 2005<br />

1. Current accounts and free deposits – –<br />

2. Tied deposits – –<br />

3. Third-party funds under administration – –<br />

4. Loans 243,685 1,659,729<br />

4.1 finance leases – 1,659,729<br />

4.2 other 243,685 –<br />

5. Liabilities in respect of commitments to repurchase own equity instruments – –<br />

6. Liabilities in respect of assets assigned but not derecognized 17,241 2,295,155<br />

6.1 repurchase agreements 17,241 2,295,155<br />

6.2 other – –<br />

7. Other payables – –<br />

Total 260,926 3,954,884<br />

Fair value 260,926 3,954,884<br />

2.2 BREAKDOWN OF ITEM 20 “DUE TO CUSTOMERS”: SUBORDIN<strong>AT</strong>ED LIABILITIES<br />

No liabilities at <strong>31</strong> December 2006.<br />

2.3 BREAKDOWN OF ITEM 20 “DUE TO CUSTOMERS”: STRUCTURED LIABILITIES<br />

No liabilities at <strong>31</strong> December 2006.<br />

2.4 DUE TO CUSTOMERS: LIABILITIES HEDGED SPECIFICALLY<br />

No liabilities at <strong>31</strong> December 2006.<br />

2.5 LIABILITIES IN RESPECT OF FINANCE LEASES<br />

No liabilities at <strong>31</strong> December 2006.


136 137<br />

Section 3 – DEBT SECURITIES ISSUED - ITEM 30<br />

3.1 DEBT SECURITIES ISSUED: COMPOSITION BY TYPE<br />

Total 2006 Total 2005<br />

book value fair value (*) book value fair value (*)<br />

A. Listed 12,662,272 12,459,429 8,256,740 7,398,526<br />

1. bonds 12,662,272 12,459,429 8,256,740 7,398,526<br />

1.1 structured 5,537,842 5,367,465 5,147,601 4,295,155<br />

1.2 other 7,124,430 7,091,964 3,109,139 3,103,371<br />

2. other – – – –<br />

2.1 structured – – – –<br />

2.2 other – – – –<br />

B. Unlisted 15,047,490 13,434,173 14,169,881 13,300,118<br />

1. bonds 15,047,490 13,434,173 14,169,881 13,300,118<br />

1.1 structured 5,9<strong>31</strong>,061 5,044,154 5,769,018 4,594,991<br />

1.2 other 9,116,429 8,390,019 8,400,863 8,705,127<br />

2. other – – – –<br />

2.1 structured – – – –<br />

2.2 other – – – –<br />

Total 27,709,762 25,893,602 22,426,621 20,698,644<br />

(*) The figure does not include the fair value of embedded derivatives (1.2 billion in 2006 and 0.65 billion in 2005)<br />

The portfolio of structured securities breaks down as follows: 55% equity linked securities; 25% securities linked to<br />

interest rates; 9% convertible securities; 5% fund linked securities; and 6% inflation linked securities.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

3.2 BREAKDOWN OF ITEM 30 “DEBT SECURITIES ISSUED”: SUBORDIN<strong>AT</strong>ED SECURITIES<br />

Subordinated loan (1) book value interest rate coupon maturity date early redemption<br />

option<br />

Eur 230,000,000 173,074 fixed rate 3.50% gross annually.<br />

From second year: floating rate equal<br />

to 75% of the annual 10-year swap rate<br />

for euro annual 30 March 2016 from 30 March 2011<br />

Eur 300,000,000 272,214 First 2 years: nom. 3% annual.<br />

6-month euribor + 0.20% thereafter half-yearly 3 August 2014 3 August 2009<br />

Eur 300,000,000 254,500 First year: 2.65%. From 2nd to 5th year:<br />

0.80% + any positive change in<br />

European consumer price index.<br />

6-month euribor +0.20% thereafter. half-yearly 2 December 2014 2 December 2009<br />

Eur 300,000,000 300,547 3-month euribor +0.55%.<br />

From August 2009: 3-month<br />

euribor +1.15%. quarterly 11 August 2014 from 11 August 2009<br />

Eur 500,000,000 502,230 3-month euribor +0.45%.<br />

From October 2011: 3-month<br />

euribor +1.05%. quarterly 21 October 2016 from 21 October 2011<br />

Eur 400,000,000 279,362 fixed rate 3% gross annually.<br />

From second year: floating rate<br />

equal to 75% of the annual 10-year<br />

swap rate for euros. annual 30 June 2015 from 30 June 2010<br />

Eur 300,000,000 294,943 To June 2010 3-month euribor +0.45%.<br />

3-month euribor + 1.05% thereafter quarterly 23 June 2015 from 23 June 2010<br />

Eur 170,000,000 130,833 fixed rate 4.00% gross annually.<br />

From second year: floating rate<br />

equal to 65% of the annual<br />

10-year swap rate for euros annual 30 March 2016 from 30 March 2011<br />

Eur 150,000,000 150,955 3-month euribor +0.45%.<br />

From October 2011: 3-month<br />

euribor +1.05%. quarterly 21 October 2016 from 21 October 2011<br />

Eur 400,000,000 402,419 3-month euribor +0.30%.<br />

From April 2011: 3-month<br />

euribor +0.90%. quarterly 7 April 2016 from 7 April 2011<br />

Eur 165,000,000 (2) 159,264 3% annual fixed annual 13 June 2007 none<br />

Eur 177,000,000 (2) 174,160 3% annual fixed annual 30 June 2007 none<br />

Eur 300,000,000 (2) 297,764 3-month euribor +0.23%. quarterly 30 May 2008 none<br />

Total 3,392,265<br />

(1) Loans reported in the original currency and issue amount.<br />

(2) Tier 3 subordinated loan issued against market risk.<br />

Subordinated loans can count towards supplementary regulatory capital up to a total of 2,761 million calculated on a statutory basis.<br />

The subordination is ordinary in all cases. There are no provisions allowing the conversion of the loans into equity or other types of liabilities.


138 139<br />

3.3 DEBT SECURITIES ISSUED: SECURITIES HEDGED SPECIFICALLY<br />

Total 2006 Total 2005<br />

1. Securities covered by specific fair value hedge 4,701,052 4,391,848<br />

a) interest rate risk 4,589,993 4,391,848<br />

b) exchange rate risk – –<br />

c) multiple risks 111,059 –<br />

2. Liabilities covered by specific cash flow hedges – –<br />

a) interest rate risk – –<br />

b) exchange rate risk – –<br />

c) other – –<br />

Section 4 – FINANCIAL LIABILITIES HELD FOR TRADING - ITEM 40<br />

4.1 FINANCIAL LIABILITIES HELD FOR TRADING: COMPOSITION BY TYPE<br />

Total 2006 Total 2005<br />

Fair value<br />

Fair value<br />

NV Listed Unlisted FV* NV Listed Unlisted FV*<br />

A. Non-derivative liabilities<br />

1. Due to banks 799 1,078 – 1,078 – – – –<br />

2. Due to customers 272,301 285,322 73 285,395 1,305,525 1,446,386 14,375 1,460,761<br />

3. Debt securities – – – – – – – –<br />

3.1 Bonds – – – – – –<br />

3.1.1 structured – – – X – – – X<br />

3.1.2 other bonds – – – X – – – X<br />

3.2 Other securities – – – – – – – –<br />

3.2.1 structured – – – X – – – X<br />

3.2.2 other – – – X – – – X<br />

Total A 273,100 286,400 73 286,473 1,305,525 1,446,386 14,375 1,460,761<br />

B. Derivatives<br />

1. Financial derivatives X 1,225 4,557,289 X X 1,089 3,373,676 X<br />

1.1 trading X 1,225 3,256,759 X X 1,089 2,510,352 X<br />

1.2 associated with fair value option X – – X X – – X<br />

1.3 other X – 1,300,530 X X – 863,324 X<br />

2. Credit derivatives X – 2,195 X X – 7,443 X<br />

2.1 trading X – 2,195 X X – 7,443 X<br />

2.2 associated with fair value option X – – X X – – X<br />

2.3 other X – – X X – – X<br />

Total B X 1,225 4,559,484 X X 1,089 3,381,119 X<br />

Total (A+B) 273,100 287,625 4,559,557 286,473 1,305,525 1,447,475 3,395,494 1,460,761<br />

FV* = Fair value calculated excluding changes in value due to changes in the creditworthiness of the issuer with respect to the issue date.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

4.2 BREAKDOWN OF ITEM 40 “FINANCIAL LIABILITIES HELD FOR TRADING”: SUBORDIN<strong>AT</strong>ED LIABILITIES<br />

No liabilities at <strong>31</strong> December 2006.<br />

4.3 BREAKDOWN OF ITEM 40 “FINANCIAL LIABILITIES HELD FOR TRADING”: STRUCTURED LIABILITIES<br />

No liabilities at <strong>31</strong> December 2006.<br />

4.4 FINANCIAL LIABILITIES HELD FOR TRADING: DERIV<strong>AT</strong>IVES<br />

A Listed<br />

Interest Foreign Equity Loans Other Total 2006 Total 2005<br />

rates currencies securities<br />

and gold<br />

1) Financial derivatives 1,224 – 1 – – 1,225 1,089<br />

a) with exchange<br />

of principal 1,224 – 1 – – 1,225 1,089<br />

– options sold – – – – – – –<br />

– other derivatives 1,224 – 1 – – 1,225 1,089<br />

b) without exchange<br />

of principal – – – – – – –<br />

– options sold – – – – – – –<br />

– other derivatives – – – – – – –<br />

2) Credit derivatives – – – – – – –<br />

a) with exchange<br />

of principal – – – – – – –<br />

b) without exchange<br />

of principal – – – – – – –<br />

Total (A) 1,224 – 1 – – 1,225 1,089<br />

B Unlisted<br />

1) Financial derivatives 2,538,925 328,184 1,687,871 – 2,309 4,557,289 3,373,676<br />

a) with exchange<br />

of principal 793 327,435 1,349,522 – – 1,677,750 953,<strong>31</strong>5<br />

– options sold 791 19,573 1,347,561 – – 1,367,925 735,844<br />

– other derivatives 2 307,862 1,961 – – 309,825 217,471<br />

b) without exchange<br />

of principal 2,538,132 749 338,349 – 2,309 2,879,539 2,420,361<br />

– options sold 736,7<strong>31</strong> – 337,765 – – 1,074,496 709,985<br />

– other derivatives 1,801,401 749 584 – 2,309 1,805,043 1,710,376<br />

2) Credit derivatives – – – 2,195 – 2,195 7,443<br />

a) with exchange<br />

of principal – – – 2,195 – 2,195 7,443<br />

b) without exchange<br />

of principal – – – – – – –<br />

Total (B) 2,538,925 328,184 1,687,871 2,195 2,309 4,559,484 3,381,119<br />

Total (A+B) 2,540,149 328,184 1,687,872 2,195 2,309 4,560,709 3,382,208<br />

4.5 FINANCIAL LIABILITIES HELD FOR TRADING (EXCLUDING TECHNICAL OVERDRAFTS): CHANGES FOR THE YEAR<br />

No data at <strong>31</strong> December 2006.


140 141<br />

Section 5 – FINANCIAL LIABILITIES MEASURED <strong>AT</strong> FAIR VALUE - ITEM 50<br />

Item 50 “Financial liabilities measured at fair value” is not present in the financial statements for 2006 and 2005.<br />

Section 6 – HEDGING DERIV<strong>AT</strong>IVES - ITEM 60<br />

6.1 HEDGING DERIV<strong>AT</strong>IVES: COMPOSITION BY TYPE OF CONTRACT AND UNDERLYINGS<br />

A Listed<br />

Interest Foreign Equity Loans Other Total 2006<br />

rates currencies securities<br />

and gold<br />

1) Financial derivatives – – – – – –<br />

a) with exchange of principal – – – – – –<br />

– options sold – – – – – –<br />

– other derivatives – – – – – –<br />

b) without exchange of principal – – – – – –<br />

– options sold – – – – – –<br />

– other derivatives – – – – – –<br />

2) Credit derivatives – – – – – –<br />

a) with exchange<br />

of principal – – – – – –<br />

b) without exchange<br />

of principal – – – – – –<br />

Total (A) – – – – – –<br />

B Unlisted<br />

1) Financial derivatives 121,203 16,938 – – – 138,141<br />

a) with exchange<br />

of principal – 16,938 – – – 16,938<br />

– options sold – – – – – –<br />

– other derivatives – 16,938 – – – 16,938<br />

b) without exchange<br />

of principal 121,203 – – – – 121,203<br />

– options sold – – – – – –<br />

– other derivatives 121,203 – – – – 121,203<br />

2) Credit derivatives – – – – – –<br />

a) with exchange<br />

of principal – – – – – –<br />

b) without exchange<br />

of principal – – – – – –<br />

Total (B) 121,203 16,938 – – – 138,141<br />

Total (A+B) 121,203 16,938 – – – 138,141<br />

Total (A+B) 2005 85,965 26 – – 1,184 87,175


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

6.2 HEDGING DERIV<strong>AT</strong>IVES: COMPOSITION BY HEDGED PORTFOLIO AND TYPE OF HEDGE<br />

Fair value<br />

Cash flow<br />

Specific<br />

Interest exchange credit price multiple<br />

Generic Specific Generic<br />

rate risk rate risk risk risk risks<br />

1. Financial assets available for sale – – – – – X – X<br />

2. Loans – – – X – X – X<br />

3. Financial assets held to maturity X – – X – X – X<br />

4. Portfolio X X X X X – X –<br />

Total assets – – – – – – – –<br />

1. Financial liabilities 87,149 26 – – – X – X<br />

2. Portfolio X X X X X – X –<br />

Total liabilities 87,149 26 – – – – – –<br />

Section 7 – VALUE ADJUSTMENTS OF FINANCIAL LIABILITIES HEDGED GENERICALLY - ITEM 70<br />

Item 70 “Value adjustments of financial liabilities hedged generically” is not present in the financial statements for<br />

2006 and 2005.<br />

Section 8 – TAX LIABILITIES – ITEM 80<br />

See section 13 of assets.<br />

Section 9 – LIABILITIES ASSOCI<strong>AT</strong>ED WITH GROUPS OF ASSETS BEING DIVESTED - ITEM 90<br />

See section 14 of assets.


142 143<br />

Section 10 – OTHER LIABILITIES – ITEM 100<br />

10.1 OTHER LIABILITIES: COMPOSITION<br />

Total 2006<br />

Provision adjusting guarantees and commitments 270,780<br />

Matured securities and coupons to be paid 24,782<br />

Liabilities with <strong>Group</strong> companies for consolidated tax mechanism 42,060<br />

Invoices and fees to be paid to suppliers and professionals 62,071<br />

Tax collection services 12,812<br />

Amounts due to employees 4,966<br />

Amounts to credit to third parties 15,858<br />

Accrued expenses and deferred income 579<br />

Withholdings made as tax collection agent 5,<strong>31</strong>2<br />

Other 267,016<br />

Total 706,236<br />

Section 11 – STAFF SEVERANCE PAY - ITEM 110<br />

11.1 STAFF SEVERANCE PAY: CHANGES FOR YEAR<br />

Total 2006 Total 2005<br />

A. Opening balance 29,446 26,071<br />

B. Increases 6,753 11,173<br />

B.1 Provision for the year 4,274 –<br />

B.2 Other increases 2,479 11,173<br />

C. Decreases 4,144 7,798<br />

C.1 Severance payments 1,327 1,685<br />

C.2. Other decreases 2,817 6,113<br />

D. Closing balance 32,055 29,446<br />

B.2 includes 799 in respect of demerger operations.<br />

11.2 OTHER INFORM<strong>AT</strong>ION<br />

None.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Section 12 – PROVISIONS FOR LIABILITIES AND CONTINGENCIES - ITEM 120<br />

12.1 PROVISIONS FOR LIABILITIES AND CONTINGENCIES: COMPOSITION<br />

Total 2006 Total 2005<br />

1. Ratirement and similar liabilies 91,767 90,899<br />

2. Other provisions for liabilities and risks 269,658 220,728<br />

2.1 litigation 186,786 168,605<br />

2.2 charges for staff 14,536 10,549<br />

2.3 other 68,336 41,574<br />

Total 361,425 <strong>31</strong>1,627<br />

12.2 PROVISIONS FOR LIABILITIES AND CONTINGENCIES: CHANGES FOR YEAR<br />

Provision Provision for Provision for Other Total 2006<br />

for pension litigation staff costs<br />

A. Opening balance 90,899 168,605 10,549 41,574 <strong>31</strong>1,627<br />

B. Increases 8,883 56,428 14,536 55,230 135,077<br />

B.1 Provision for the year 4,048 51,505 14,536 54,840 124,929<br />

B.2 Changes due to passage of time 4,159 3,951 – – 8,110<br />

B.3 Changes due to changes<br />

in discount rate – 213 – – 213<br />

B.4 Other changes 676 759 – 390 1,825<br />

C. Decreases 8,015 38,247 10,549 28,468 85,279<br />

C.1 Use during the year 8,015 8,920 10,366 6,344 33,645<br />

C.2 Changes due to changes<br />

in discount rate – 1,783 – – 1,783<br />

C.3 Other changes – 27,544 183 22,124 49,851<br />

D. Closing balance 91,767 186,786 14,536 68,336 361,425<br />

B.4 (“Other” column) includes 390 in respect of demerger operations.


144 145<br />

12.3 COMPANY DEFINED-BENEFIT PENSION FUNDS<br />

Description of funds<br />

The pension fund for the head office employees of<br />

the former Banco di S. Spirito, the former Banco di Roma<br />

and the former Cassa di Risparmio di Roma is a definedbenefit<br />

plan.<br />

This category includes schemes where retired<br />

employees receive a specified benefit. The financial and<br />

demographic risk of not being able to pay the specified<br />

level of benefit is borne by the employer.<br />

Specifically, the scheme is a supplementary pension<br />

fund that, on the basis of the number of years of service,<br />

pays a specified benefit calculated as a percentage of<br />

final compensation, supplementing the difference<br />

between that amount and the benefit paid by the<br />

relevant compulsory pension system (in some cases, it<br />

also takes account of any complementary pension<br />

benefits).<br />

2. Change for the year Total 2006<br />

1. Liability at the start of the year 90,899<br />

2. Other increases 3,698<br />

3. Service cost 350<br />

4. Interest cost 4,159<br />

5. (Uses) (8,015)<br />

6. Transferred/settled 676<br />

7. Liability at the end of the year(*) 91,767<br />

8. Past service liability at the end of the year 99,340<br />

9. Actuarial gain/loss 7,573<br />

(*) Where actuarial (gains)/losses have been recognized using the corridor method.<br />

3. Change during the year in plan assets<br />

and other information<br />

There are no plan assets as the funds are fully invested<br />

in the assets of the Bank and therefore constitute a<br />

liability of the Bank itself.<br />

4. Reconciliation of present value of funds, present value of<br />

plan assets and recognized assets and liabilities<br />

The actuarial appraisal is €7.6 million lower than the<br />

value of the fund because, as discussed in Part A of the<br />

notes to the financial statements, actuarial gains and<br />

losses are taken to the income statement using the<br />

corridor method.<br />

5. Description of main actuarial assumptions<br />

The demographic assumptions, updated with respect<br />

to 2005, are as follows:<br />

for the probability of mortality for staff in service,<br />

those reported in demographic table 48 of the State<br />

Accountant General, broken down by gender;<br />

for the probability of full and permanent disability,<br />

those adopted in the INPS model for projections to<br />

2010, broken down by gender. These rates were<br />

constructed on the basis of the distribution by age and<br />

gender of pensions outstanding at 1 January 1987<br />

starting in 1984, 1985, 1986 for employees in the credit<br />

industry;


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

for the probability of mortality of staff retired for full<br />

and permanent disability, those adopted in the INPS<br />

model for projections to 2010, broken down by<br />

gender;<br />

6. Comparative information<br />

Charges recognized in 2006 amounted to €8.2<br />

million, compared with €4.5 million in 2005.<br />

for the probability of leaving survivors, those<br />

published in the accounts of the social security<br />

institutions, broken down by gender;<br />

for the probability of widows and widowers<br />

remarrying, those deduced from Istat’s 1960/62 marriage<br />

tables;<br />

for the probability of mortality for retired staff on<br />

seniority or old age pensions, those reported in<br />

demographic table 48 of the State Accountant General,<br />

broken down by gender.<br />

The following financial assumptions were used<br />

(unchanged on 2005):<br />

Annual discount rate: 4.50%<br />

Annual rate of increase in compensation: 3.00%<br />

12.4 PROVISIONS FOR LIABILITIES AND CONTINGEN-<br />

CIES – OTHER PROVISIONS<br />

Provisions for pending litigation are recognized on<br />

the basis of the following conditions:<br />

an enterprise has a present obligation (legal or<br />

constructive) as a result of a past event;<br />

it is probable that settlement of the obligation will<br />

require an outflow of resources embodying economic<br />

benefits;<br />

a reliable estimate can be made of the amount of the<br />

obligation.<br />

Positions for which payment of the obligation is<br />

expected to occur at more than 18 months are<br />

discounted and have an average residual maturity of<br />

about 16 months.<br />

Annual inflation rate: 2.00%<br />

Following the 1998 and 1999 Finance Acts, the fund<br />

and INPS pensions were increased on the basis of an<br />

annual average rate that better approximates the<br />

automatic equalization mechanism used for pension<br />

increases by the relevant compulsory pension plan. The<br />

average annual rate of increase of fund benefits was<br />

assumed to be 1.75%.<br />

Further information on the most significant potential<br />

liabilities is provided in the section “Impaired loans and<br />

contingent liabilities” in the report on operations.<br />

Section 13 – REDEEMABLE SHARES - ITEM 140<br />

Item 140 “Redeemable shares” is not present in the<br />

financial statements for 2006 and 2005.


146 147<br />

Section 14 – SHAREHOLDERS’ EQUITY - ITEMS 130, 150, 160, 170, 180, 190 AND 200<br />

14.1 SHAREHOLDERS’ EQUITY: COMPOSITION<br />

Total 2006 Total 2005<br />

1. Share capital 2,595,439 2,511,134<br />

2. Share premium account 3,382,774 3,828,187<br />

3. Reserves 1,203,970 369,4<strong>31</strong><br />

4. (Treasury stock) – (865)<br />

5. Revaluation reserves 54,109 612,786<br />

6. Capital instruments – –<br />

7. Profit for the year 1,446,665 596,465<br />

Total 8,682,957 7,917,138<br />

14.2 “SHARE CAPITAL” AND “TREASURY STOCK”: COMPOSITION<br />

At <strong>31</strong> December 2006 the share capital of Capitalia S.p.A, fully subscribed and paid up, amounted to €2,595,439,085,<br />

represented by the same number of ordinary shares with a par value of €1.00 each.<br />

At <strong>31</strong> December 2006 Capitalia S.p.A. did not hold treasury shares.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

14.3 SHARE CAPITAL - NUMBER OF SHARES: CHANGE FOR THE YEAR (units)<br />

Ordinary<br />

Other<br />

A. Shares at start of year 2,511,134,376 –<br />

– fully paid up 2,511,134,376 –<br />

– not fully paid up – –<br />

A.1 Treasury stock (–) (200,000) –<br />

A2. Shares in circulation: opening balance 2,510,934,376 –<br />

B. Increases 154,216,017 –<br />

B.1 New issues 84,304,709 –<br />

– for payment: 84,304,709 –<br />

– business combinations – –<br />

– conversion of bonds – –<br />

– exercise of warrants 9,042,750 –<br />

– other 75,261,959 (*) –<br />

– bonus issues – –<br />

– for employees – –<br />

– for directors – –<br />

– other – –<br />

B.2 Sale of treasury stock 69,911,308 –<br />

B.3 Other changes – –<br />

C. Decreases 69,711,308 –<br />

C.1 Cancellation – –<br />

C.2 Purchase of own shares 69,711,308 –<br />

C.3 Disposal of companies – –<br />

C.4 Other changes – –<br />

D. Shares in circulation: closing balance 2,595,439,085 –<br />

D.1 Treasury stock (+) – –<br />

D.2 Shares at end of the year 2,595,439,085 –<br />

– fully paid up 2,595,439,085 –<br />

– not fully paid up – –<br />

(*) Regards non-proportionate demerger of MCC S.p.A..<br />

14.4 SHARE CAPITAL: OTHER INFORM<strong>AT</strong>ION<br />

There is no other material information concerning share capital.


148 149<br />

14.5 INCOME RESERVES: OTHER INFORM<strong>AT</strong>ION<br />

Total 2006 Total 2005<br />

Income reserves: 326,045 247,393<br />

Legal reserve 514,<strong>31</strong>9 484,495<br />

Retained earnings from prior years 3,788 6,371<br />

Restatement reserve - pension plan – (5,583)<br />

Reserve for commitment to purchase treasury stock (235,214) (237,890)<br />

Fondo riserva straordinaria 39,367 –<br />

Riserva per componenti economiche da derivati su propri strumenti patrimoniali 3,785 –<br />

Other: 877,925 122,038<br />

Reserve for purchase of treasury stock 390,000 90,402<br />

Reserve pursuant to Law 266/2005 465,273 20,781<br />

Reserve for stock options 22,616 10,855<br />

Reserve pursuant to Law 124/93 36 –<br />

Total 1,203,970 369,4<strong>31</strong><br />

Income reserves are usable and distributable in accordance with the provisions of the Civil Code and, where<br />

applicable, tax regulations.<br />

14.6 CAPITAL INSTRUMENTS: COMPOSITION AND CHANGE FOR THE YEAR<br />

Item not present in the financial statements for 2005 and 2006<br />

14.7 REVALU<strong>AT</strong>ION RESERVES: COMPOSITION<br />

Total 2006 Total 2005<br />

1. Financial assets available for sale 51,<strong>31</strong>9 612,786<br />

2. Property, plant and equipment – –<br />

3. Intangible assets – –<br />

4. Hedging of foreign investments – –<br />

5. Cash flow hedges – –<br />

6. Exchange rate differences – –<br />

7. Non-current assets being divested – –<br />

8. Special revaluation laws 2,790 –<br />

Total 54,109 612,786


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

14.8 REVALU<strong>AT</strong>ION RESERVES: CHANGE FOR THE YEAR<br />

Financial Tangible Intangible Hedging Cash flow Exchange Non-current Special<br />

assets assets assets of foreign hedges rate assets being revaluation<br />

available investments differences divested laws and<br />

for sale<br />

application of<br />

deemed cost<br />

A. Opening balance 612,787 – – – – – – –<br />

B. Increases <strong>31</strong>5,862 – – – – – – 2,790<br />

B.1 Increases in<br />

fair value 203,732 – – – – – – X<br />

B2. Other changes 112,130 – – – – – – 2,790<br />

C. Decreases 877,330 – – – – – – –<br />

C.1 Decreases in<br />

fair value 133,040 – – – – – – X<br />

C2. Other changes 744,290 – – – – – – –<br />

D. Closing balance 51,<strong>31</strong>9 – – – – – – 2,790<br />

B.2 of financial assets available for sale includes 5,945 in respect of demerger operations; C.2 includes 2,640 in respect of demerger operations.<br />

14.9 REVALU<strong>AT</strong>ION RESERVES FOR FINANCIAL ASSETS AVAILABLE FOR SALE: COMPOSITION<br />

Total 2006 Total 2005<br />

Positive Negative Positive Negative<br />

reserve reserve reserve reserve<br />

1. Debt securities 3,988 121,072 (2) 35,655 63,554<br />

2. Equity securities 167,630 (1) 832 673,421 33,601<br />

3. Units in collective<br />

investment undertakings 2,367 762 1,386 521<br />

4. Loans – – – –<br />

Total 173,985 122,666 710,462 97,676<br />

(1) Of which €48 million regarding Fiat S.p.A., €46 million Parmalat S.p.A. and €29 million Borsa Italiana S.p.A.; the figures for 2005 included €492 million in respect<br />

of Mediobanca, which was sold in June 2006 to Capitalia Partecipazioni S.p.A. and €126 million in respect of the shares in Assicurazioni Generali sold in<br />

the market in June 2006.<br />

(2) Of which €119.1 million in respect of Trevi securities held in portfolio.


150 151<br />

14.10 REVALU<strong>AT</strong>ION RESERVES FOR FINANCIAL ASSETS AVAILABLE FOR SALE: CHANGE FOR THE YEAR<br />

Debt Equity Units in collective Loans<br />

securities securities investment<br />

undertakings<br />

1. Opening balance (27,899) 639,820 865 –<br />

2. Positive changes 47,055 262,012 6,797 –<br />

2.1 Increases in fair value 2,987 200,262 484 –<br />

2.2 Reversal to income statement<br />

of negative reserves – 17,672 2,960 –<br />

– for impairment – – – –<br />

– for realization – 17,672 2,960 –<br />

2.3 Other changes 44,068 44,078 3,353 –<br />

3. Negative changes 136,240 735,034 6,057 –<br />

3.1 Decreases in fair value 132,2<strong>31</strong> 72 738 –<br />

3.2 Reversal to income statement<br />

of positive reserves: for realization 226 669,435 1,653 –<br />

3.3 Other changes 3,783 65,527 3,666 –<br />

4. Closing balance (117,084) 166,798 1,605 –<br />

2.3 “equity securities”: 5,945 in respect of demerger operations.<br />

3.3 “debt securities”: 1,801 in respect of demerger operations.<br />

3.3 “units in CIUs”: 839 in respect of demerger operations.<br />

Tax information<br />

At first-time adoption, Capitalia (as well as Fineco,<br />

merged into the Parent Company with accounting and<br />

tax effects from 1 January 2005), among other things,<br />

restated the value of land and buildings, adopting the<br />

deemed cost option from among those envisaged by<br />

IAS 16 and IFRS 1. This involved the recognition of<br />

positive and negative changes in the previous cost value,<br />

giving rise to an overall gain for this class of assets, which<br />

was taken to equity net of the related deferred taxation.<br />

Following the enactment of the 2006 Finance Law<br />

(Law 266 of 23 December 2005), the Bank decided to<br />

elect the option envisaged to recognize the increased<br />

values of land and buildings present in the balance sheet<br />

at <strong>31</strong> December 2005 for tax purposes and discharge the<br />

tax liability with payment of a special capital gains tax.<br />

In the light of the foregoing and in compliance with<br />

the provisions of Law 342/2000, referred to in Law<br />

266/2005, the amount of €20.78 million, equal to the<br />

difference between deferred tax liabilities calculated for<br />

the purposes of FTA on the higher values of buildings<br />

and land and the special capital gains tax referred to in<br />

those laws, was allocated to a specific “Law 266/2005<br />

reserve” by reclassifying a corresponding amount from<br />

the share premium account.<br />

On 1 January 2006 the partial demergers of the real<br />

estate holdings of Banca di Roma, Banco di Sicilia and<br />

Bipop Carire, as well as a property of Capitalia Leasing &<br />

Factoring (now MCC) took effect.<br />

Like Capitalia, the other companies involved in the<br />

transfers elected the option envisaged in Law 266/2005,<br />

choosing to recognize the increased values of land and


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

buildings for tax purposes at first time adoption by<br />

paying the capital gains tax. In electing the option, the<br />

companies recognized at <strong>31</strong> December 2005 the tax<br />

restriction on those assets, equal to the increased value<br />

of the land and buildings net of the capital gains tax<br />

pursuant to Law 266/2005.<br />

As a position specifically connected, pursuant to<br />

Article 173 of the Uniform Tax Code, with the demerged<br />

assets, with effect from 1 January 2006 the tax restriction<br />

was transferred to the beneficiary of the demerger,<br />

Capitalia, which adjusted the amount of the Law<br />

266/2005 reserve, taking account of the instructions<br />

issued in the meantime by the Revenue Agency<br />

concerning the calculation of the capital gains tax.<br />

In view of the foregoing, the Law 266/2005 reserve<br />

was increased by €444.49 million by reclassifying a<br />

corresponding amount from the share premium account.<br />

Accordingly, at <strong>31</strong> December 2006 the Law 266/2005<br />

reserve had a balance of €465.27 million; no deferred tax<br />

liabilities were recognized as distribution to shareholders<br />

is not envisaged. In addition, as a result of the<br />

demergers, pursuant to Article 173 of the Uniform Tax<br />

Code, Capitalia increased, in proportion to the quota of<br />

shareholders’ equity acquired, the following taxsuspended<br />

reserves by was of reclassifying the share<br />

premium account:<br />

Reserve under Leg. Decree 124 of 21 April 1993<br />

€ 35,555.14<br />

Reserve under Law 576 of 2 December 1975<br />

€ 40,873.44<br />

Reserve under Law 72 of 19 March 1983<br />

€ 1,299,186.44<br />

Reserve under Law 408 of 29 December 1990<br />

€ 852,491.16<br />

Reserve under Law 413 of 30 December 1991<br />

€ 597,137.54<br />

Once again no deferred tax liabilities were recognized<br />

for these reserves as distribution to shareholders is not<br />

envisaged.<br />

Finally, no deferred tax liabilities were recognized in<br />

respect of other tax-suspended reserves allocated over<br />

time in the amount of €39,684,040 to share capital and<br />

€22,580,466 to the share premium account as<br />

distribution to shareholders is not envisaged.


152 153<br />

OTHER INFORM<strong>AT</strong>ION<br />

1. GUARANTEES ISSUED AND COMMITMENTS<br />

Total 2006 Total 2005<br />

1) Financial guarantees issued 3,258,091 2,777,105<br />

a) Banks 2,947,180 2,543,680<br />

b) Customers <strong>31</strong>0,911 233,425<br />

2) Commercial guarantees issued 142,466 153,698<br />

a) Banks – –<br />

b) Customers 142,466 153,698<br />

3) Irrevocable commitments to disburse funds 3,166,342 3,253,099<br />

a) Banks 2,049,919 1,740,343<br />

– certain utilization 1,656,985 1,740,343<br />

– uncertain utilization 392,934 –<br />

b) Customers 1,116,423 1,512,756<br />

– certain utilization 447,643 703,148<br />

– uncertain utilization 668,780 809,608<br />

4) Commitments underlying credit derivatives: sales of protection 274,483 727,671<br />

5) Assets pledged as collateral for third-party debts 104 104<br />

6) Other commitments 5,811,986 3,775,873<br />

Total 12,653,472 10,687,550<br />

2. ASSETS PLEDGED AS COLL<strong>AT</strong>ERAL FOR OWN DEBTS AND COMMITMENTS<br />

Portfolios Total 2006 Total 2005<br />

1. Financial assets held for trading (*) 1,126,396 4,699,872<br />

2. Financial assets designated at fair value – –<br />

3. Available-for-sale financial assets (*) 1,006,551 463,029<br />

4. Held-to-maturity financial assets (*) 446,674 236,498<br />

5. Loans to banks (**) 538,851 637,811<br />

6. Loans to customers (***) 75,605 73,571<br />

7. Tangible assets – –<br />

(*) Securities backing repurchase operations.<br />

(**) The amount is made of 19,539 (securities in guarantee of repurchase agreements) and 519,<strong>31</strong>2 of monetary deposits given by Capitalia to secure derivative<br />

transactions with counterparties with which the Bank was authorized by the supervisory authorities to enter into bilateral netting arrangements (circ. 155; 3.3.18).<br />

(***) The amount represents the security deposit paid by Capitalia to MCC in respect of the Bank surety issued in favor of the Ministry for the Economy to secure<br />

payment in ten annual installments of the “contributions” due for the asignment of the right to use the frequencies awarded to IPSE 2000.<br />

3. INFORM<strong>AT</strong>ION ON OPER<strong>AT</strong>ING LEASES<br />

Breakdown not present at <strong>31</strong> December 2006.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

4. MANAGEMENT AND INTERMEDI<strong>AT</strong>ION SERVICES<br />

Total 2006<br />

1. Trading in financial instruments on behalf of third parties<br />

a) Purchases 2,034,186<br />

1. settled 2,030,386<br />

2. not yet settled 3,800<br />

b) Sales 1,981,964<br />

1. settled 1,978,085<br />

2. not yet settled 3,879<br />

2. Asset management<br />

a) individual –<br />

b) collective –<br />

3. Custody and administration of securities<br />

a) third–party securities held as part of depository bank services (excluding asset management) –<br />

1. securities issued by reporting entity –<br />

2. other –<br />

b) other third-party securities on deposit (excluding asset management): other 91,240,069<br />

1. securities issued by reporting entity 15,175,907<br />

2. other 76,064,162<br />

c) third-party securities deposited with third parties 86,710,169<br />

d) securities owned by bank deposited with third parties 11,698,441<br />

4. Other –


154 155<br />

PART C – INFORM<strong>AT</strong>ION<br />

ON THE INCOME ST<strong>AT</strong>EMENT<br />

Section 1 – INTEREST - ITEMS 10 AND 20<br />

1.1 INTEREST INCOME AND SIMILAR REVENUES: COMPOSITION<br />

Performing financial assets<br />

Debt Loans Impaired Other Total Total<br />

securities financial assets 2006 2005<br />

assets<br />

1. Financial assets held for trading 49,550 – – – 49,550 184,613<br />

2. Financial assets available for sale 44,388 – – – 44,388 43,083<br />

3. Financial assets held to maturity 28,326 – – – 28,326 30,883<br />

4. Loans to banks 5,129 1,055,050 – – 1,060,179 811,557<br />

5. Loans to customers 84 62,247 29,212 – 91,543 126,771<br />

6. Financial assets designated<br />

at fair value – – – – – –<br />

7. Hedging derivatives X X X 127,370 127,370 7,725<br />

8. Financial assets assigned<br />

but not derecognized 81,411 – – – 81,411 127,929<br />

9. Other assets X X X 20,112 20,112 22,415<br />

Total 208,888 1,117,297 29,212 147,482 1,502,879 1,354,976


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

1.2 INTEREST INCOME AND SIMILAR REVENUES: DIFFERENCES ON HEDGING TRANSACTIONS<br />

Total 2006<br />

A. Positive differences on:<br />

A.1 Specific fair value hedges of assets –<br />

A.2 Specific fair value hedges of liabilities 127,370<br />

A.3 Generic hedges of interest rate risk –<br />

A.4 Specific cash flow hedges of assets –<br />

A.5 Specific cash flow hedges of liabilities –<br />

A.6 Generic cash flow hedges –<br />

Total positive differences (A) 127,370<br />

B. Negatives differences on:<br />

B.1 Specific fair value hedges of assets –<br />

B.2 Specific fair value hedges of liabilities –<br />

B.3 Generic hedges of interest rate risk –<br />

B.4 Specific cash flow hedges of assets –<br />

B.5 Specific cash flow hedges of liabilities –<br />

B.6 Generic cash flow hedges –<br />

Total negative differences (B) –<br />

C. Balance (A –B) 127,370<br />

1.3 INTEREST INCOME AND SIMILAR REVENUES: OTHER INFORM<strong>AT</strong>ION<br />

Total 2006 Total 2005<br />

1.3.1 Interest income on foreign-currency financial assets 126,881 128,795<br />

1.3.2 Interest income on finance leases – –<br />

1.3.3 Interest income on loans financed with third-party funds under administration – –


156 157<br />

1.4. INTEREST EXPENSE AND SIMILAR CHARGES: COMPOSITION<br />

Debt Securities Other Total 2006 Total 2005<br />

liabilities<br />

1. Due to banks (822,887) X – (822,887) (699,714)<br />

2. Due to customers (38,459) X – (38,459) (50,218)<br />

3. Securities in issue X (913,982) – (913,982) (810,501)<br />

4. Financial liabilities held for trading – (25,679) – (25,679) (117,908)<br />

5. Financial liabilities at fair value – – – – –<br />

6. Financial liabilities in respect<br />

of assets assigned but not derecognized (74,542) – – (74,542) (118,499)<br />

7. Other liabilities X X – – –<br />

8. Hedging derivatives X X – – –<br />

Total (935,888) (939,661) – (1,875,549) (1,796,840)<br />

1.5 INTEREST EXPENSE AND SIMILAR CHARGES: DIFFERENCES ON HEDIGING TRANSACTIONS<br />

See table 1.2.<br />

1.6 INTEREST EXPENSE AND SIMILAR CHARGES: OTHER INFORM<strong>AT</strong>ION<br />

Total 2006 Total 2005<br />

1.6.1 Interest expense on foreign-currency financial liabilities (177,508) (180,690)<br />

1.6.2 Interest expense on liabilities in respect of finance leases – –<br />

1.6.3 Interest expense on third-party funds under administration – –


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Section 2 - COMMISSIONS - ITEMS 40 AND 50<br />

2.1 COMMISSION INCOME: COMPOSITION<br />

Total 2006 Total 2005<br />

a) guarantees issued 649 2,187<br />

b) credit derivatives – –<br />

c) management, intermediation and advisory services: 38,511 17,924<br />

1) trading in financial instruments 2,413 87<br />

2) foreign exchange 221 296<br />

3) asset management – –<br />

3.1 individual – –<br />

3.2 collective – –<br />

4) securities custody and administration – –<br />

5) depository services – –<br />

6) securities placement 30,163 17,541<br />

7) order collection – –<br />

8) advisory services 5,714 –<br />

9) distribution of third-party services – –<br />

9.1 asset management – –<br />

9.1.1 individual – –<br />

9.1.2 collective – –<br />

9.2 insurance products – –<br />

9.3 other – –<br />

d) collection and payment services 6,388 6,889<br />

e) servicing activities for securitizations 19,172 17,421<br />

f) services for factoring transactions – –<br />

g) tax collection services – –<br />

h) other services 24,466 57,593<br />

of which:<br />

– receivables collection 5,749 36,247<br />

– credit cards 11,904 16,600<br />

Total 89,186 102,014


158 159<br />

2.2 COMMISSION INCOME: DISTRIBUTION CHANNELS FOR PRODUCTS AND SERVICES<br />

Total 2006 Total 2005<br />

a) own branches 30,163 17,541<br />

1) asset management – –<br />

2) securities placement 30,163 17,541<br />

3) third-party services and products – –<br />

b) off-premises distribution – –<br />

1) asset management – –<br />

2) securities placement<br />

3) third-party services and products – –<br />

c) other distribution channels – –<br />

1) asset management – –<br />

2) securities placement – –<br />

3) third-party services and products – –<br />

2.3 COMMISSION EXPENSE: COMPOSITION<br />

Total 2006 Total 2005<br />

a) guarantees received (867) (928)<br />

b) credit derivatives – –<br />

c) management and intermediation services: (29,668) (8,096)<br />

1) trading in financial instruments (3,190) (1,254)<br />

2) foreign exchange – –<br />

3) asset management – –<br />

3.1 own portfolio – –<br />

3.2 third-party portfolio – –<br />

4) securities custody and administration (7,099) (6,152)<br />

5) placement of financial instruments (19,379) (690)<br />

6) off-premises distribution of securities, products and services – –<br />

d) collection and payment services (340) (225)<br />

e) other services (72,940) (80,321)<br />

of which:<br />

– receivables collection (52,009) (59,670)<br />

– credit cards (5,577) (7,416)<br />

Total (103,815) (89,570)


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Section 3 – DIVIDENDS AND SIMILAR INCOME - ITEM 70<br />

3.1 DIVIDENDS AND SIMILAR INCOME: COMPOSITION<br />

Total 2006 Total 2005<br />

Dividends Income from Dividends Income from<br />

units in collective<br />

units in collective<br />

investment<br />

investment<br />

undertakings<br />

undertakings<br />

A. Financial assets held for trading 24,308 198 19,930 102<br />

B. Financial assets available-for-sale 22,710 1,<strong>31</strong>0 60,427 1,883<br />

C. Financial assets designated at fair value 341 – 55 –<br />

D. Equity investments 1,103,529 X 906,944 X<br />

Total 1,150,888 1,508 987,356 1,985<br />

Section 4 – NET GAIN (LOSS) ON TRADING ACTIVITIES - ITEM 80<br />

4.1 NET GAIN (LOSS) ON TRADING ACTIVITIES: COMPOSITION<br />

Capital Trading Capital Trading Net gain (loss)<br />

gains (A) profits (B) losses (C) losses (D) (a+b-c-d)<br />

1. Financial assets held for trading 79,952 123,062 (22,238) (142,957) 37,819<br />

1.1 Debt securities 6,246 55,243 (7,149) (64,673) (10,333)<br />

1.2 Equity securities 61,176 58,740 (14,389) (74,799) 30,728<br />

1.3 Units in collective<br />

investment undertakings 12,530 9,079 (700) (3,485) 17,424<br />

1.4 Loans – – – – –<br />

1.5 Other – – – – –<br />

2. Financial liabilities held for trading – – – – –<br />

2.1 Debt securities – – – – –<br />

2.2 Other – – – – –<br />

3. Other financial assets and liabilities:<br />

exchange rate differences X X X X (6,196)<br />

4. Derivatives<br />

4.1 Financial derivatives<br />

– on debt securities<br />

and interest rates 2,869,069 3,542,625 (2,190,884) (4,180,164) 40,646<br />

– on equity securities<br />

and equity indices 1,404,418 3,336,<strong>31</strong>1 (1,346,993) (3,400,600) (6,864)<br />

– on foreign currencies and gold X X X X 19,589<br />

– other – – – – –<br />

4.2 Credit derivatives 838 26,872 (1,913) (29,643) (3,846)<br />

Total 4,354,277 7,028,870 (3,562,028) (7,753,364) 81,148


160 161<br />

Section 5 – NET GAIN (LOSS) ON HEDGING ACTIVITIES – ITEM 90<br />

5.1 NET GAIN (LOSS) ON HEDGING ACTIVITIES: COMPOSITION<br />

Total 2006 Total 2005<br />

A. Income on:<br />

A.1 Fair value hedges 9,025 13,058<br />

A.2 Hedged financial assets (fair value) 17,089 16,626<br />

A.3 Hedged financial liabilities (fair value) 212,191 102,950<br />

A.4 Cash flow hedges – –<br />

A.5 Assets and liabilities in foreign currencies – –<br />

Total income on hedging activities (A) 238,305 132,634<br />

B. Expense on:<br />

B.1 Fair value hedges (244,030) (132,634)<br />

B.2 Hedged financial assets (fair value) – –<br />

B.3 Hedged financial liabilities (fair value) (11,080) (12,891)<br />

B.4 Cash flow hedges – –<br />

B.5 Assets and liabilities in foreign currencies – –<br />

Total expense on hedging activities (B) (255,110) (145,525)<br />

C. Net gain (loss) on hedging activities (A-B) (16,805) (12,891)


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Section 6 – GAINS (LOSSES) ON DISPOSAL OR REPURCHASE - ITEM 100<br />

6.1 GAINS (LOSSES) ON DISPOSAL OR REPURCHASE: COMPOSITION<br />

Total 2006 Total 2005<br />

Gains Losses Net gain (loss) Gains Losses Net gain (loss)<br />

Financial assets<br />

1. Loans to banks – – – – – –<br />

2. Loans to customers – – – 1 (39) (38)<br />

3. Financial assets<br />

available for sale 759,911 (35,667) 724,244 36,616 (465) 36,151<br />

3.1 Debt securities 226 – 226 – – –<br />

3.2 Equity securities 757,583 (<strong>31</strong>,232) 726,351 36,616 (465) 36,151<br />

3.3 Units in collective<br />

investment<br />

undertakings 2,102 (4,435) (2,333) – – –<br />

3.4 Loans – – – – – –<br />

4. Financial assets<br />

held to maturity 97 (13) 84 73 – 73<br />

Total assets 760,008 (35,680) 724,328 36,690 (504) 36,186<br />

Financial liabilities<br />

1. Due to banks – – – – – –<br />

2. Due to customers – – – – – –<br />

3. Securities in issue 16,741 (9,627) 7,114 12,769 (57,929) (45,160)<br />

Total liabilities 16,741 (9,627) 7,114 12,769 (57,929) (45,160)<br />

Balance 7<strong>31</strong>,442 (8,974)


162 163<br />

Section 7 – NET ADJUSTMENTS OF FINANCIAL ASSETS AND LIABILITIES <strong>AT</strong> FAIR VALUE - ITEM 110<br />

7.1 NET ADJUSTMENTS OF FINANCIAL ASSETS/LIABILITIES <strong>AT</strong> FAIR VALUE: COMPOSITION<br />

Capital Gain on Capital Loss on Net adjustments<br />

gains (A) realization (B) losses (C) realization (D) [(A+B)–(C+D)]<br />

1. Financial assets 3,234 5 (1,684) – 1,555<br />

1.1 Debt securities – – – – –<br />

1.2 Equity securities 3,234 5 (1,684) – 1,555<br />

1.3 Units in collective<br />

investment undertakings – – – – –<br />

1.4 Loans – – – – –<br />

2. Financial liabilities – – – – –<br />

2.1 Securities in issue – – – – –<br />

2.2 Due to banks – – – – –<br />

2.3 Due to customers – – – – –<br />

3. Financial assets and liabilities<br />

in foreign currency: exchange<br />

rate differences X X X X –<br />

4. Derivatives<br />

4.1 Financial derivatives<br />

– on debt securities<br />

and interest rates – – – – –<br />

– on equity securities<br />

and equity indices – – – – –<br />

– on foreign currencies<br />

and gold X X X X –<br />

– other – – – – –<br />

4.2 Credit derivatives – – – – –<br />

Total derivatives – – – – –<br />

Total 3,234 5 (1,684) – 1,555


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Section 8 – NET IMPAIRMENT ADJUSTMENTS - ITEM 130<br />

8.1 NET IMPAIRMENT ADJUSTMENTS OF LOANS: COMPOSITION<br />

Writedowns Writebacks Total Total<br />

Specific Portfolio<br />

Specific Portfolio 2006 2005<br />

Writeoffs Other<br />

from interest other from interest other<br />

writebacks<br />

writebacks<br />

A. Loans to banks – – – – – – – – –<br />

B. Loans to customers (47,609) (190,847) – 107,810 162,399 – – <strong>31</strong>,753 48,220<br />

C. Total (47,609) (190,847) – 107,810 162,399 – – <strong>31</strong>,753 48,220<br />

8.2 NET IMPAIRMENT ADJUSTMENTS OF AVAILABLE–FOR–SALE FINANCIAL ASSETS: COMPOSITION<br />

Writedowns Writebacks Total Total<br />

Specific Specific 2006 2005<br />

Writeoffs Other from interest other<br />

writebacks<br />

A. Debt securities – (51,959) – 46,250 (5,709) 3,2<strong>31</strong><br />

B. Equity securities – (4,520) X X (4,520) (36,690)<br />

C. Units in collective investment undertakings – – X – – –<br />

D. Loans to banks – – – – – –<br />

E. Loans to customers – – – – – –<br />

F. Total – (56,479) – 46,250 (10,229) (33,459)


164 165<br />

8.3 NET IMPAIRMENT ADJUSTMENTS OF HELD–TO–M<strong>AT</strong>URITY FINANCIAL ASSETS: COMPOSITION<br />

Writedowns Writebacks Total Total<br />

Specific Portfolio<br />

Specific Portfolio 2006 2005<br />

Writeoffs Other<br />

from interest other from interest other<br />

writebacks<br />

writebacks<br />

A. Debt securities – – – – – – 1,511 1,511 (36)<br />

B. Loans to banks – – – – – – – – –<br />

C. Loans to customers – – – – – – – – –<br />

D. Total – – – – – – 1,511 1,511 (36)<br />

8.4 NET IMPAIRMENT ADJUSTMENTS OF OTHER FINANCIAL TRANSACTIONS: COMPOSITION<br />

Writedowns Writebacks Total Total<br />

Specific Portfolio<br />

Specific Portfolio 2006 2005<br />

Writeoffs Other<br />

from interest other from interest other<br />

writebacks<br />

writebacks<br />

A. Guarantees issued – (47,446) 487 1,390 – – (45,569) (41,841)<br />

B. Credit derivatives – – – – – – – – –<br />

C. Commitments<br />

to disburse funds – – – – – – – – –<br />

D. Other transactions – – – – – – – – –<br />

E. Total – (47,446) – 487 1,390 – – (45,569) (41,841)


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Section 9 – GENERAL AND ADMINISTR<strong>AT</strong>IVE EXPENSES - ITEM 150<br />

9.1 STAFF EXPENSES: COMPOSITION<br />

Total 2006 Total 2005<br />

1. Employees (142,178) (108,106)<br />

a) wages and salaries (93,083) (71,765)<br />

b) social security contributions (25,873) (22,078)<br />

c) severance pay (2,141) (2,115)<br />

d) pensions – –<br />

e) allocation to staff severance pay provision (4,273) –<br />

f) allocation to provision for pensions and similar liabilities (8,207) (4,509)<br />

– defined contribution – –<br />

– defined benefit (8,207) (4,509)<br />

g) payments to external complementary pension funds (3,809) (3,136)<br />

– defined contribution (1,407) –<br />

– defined benefit (2,402) (3,136)<br />

h) costs in respect of agreements to make payments in own equity instruments (4,895) (4,905)<br />

i) other employee benefits (5,773) (5,107)<br />

l) recovery of expenses for seconded employees 5,876 5,509<br />

2. Other personnel (7,793) (9,776)<br />

3. Board of Directors (6,438) (8,181)<br />

Total (156,409) (126,063)


166 167<br />

9.2 AVERAGE NUMBER OF EMPLOYEES BY C<strong>AT</strong>EGORY<br />

Total 2006<br />

Employees 1,215<br />

a) Senior management 139<br />

b) Total junior management 640<br />

– of which 3rd and 4th level 384<br />

c) Other employees 436<br />

Other personnel 50<br />

Total 1,265<br />

9.3 COMPANY DEFINED BENEFIT PENSION FUNDS: TOTAL COSTS<br />

Total 2006<br />

Service cost (4,048)<br />

Interest cost (4,159)<br />

Total (8,207)<br />

9.4 OTHER EMPLOYEE BENEFITS<br />

Total 2006<br />

1) Lunch vouchers (1,139)<br />

2) Insurance policies (943)<br />

3) Training (589)<br />

4) Fee expense for employee benefits (2,456)<br />

5) Other including seniority bonus (646)<br />

Total (5,773)


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

9.5 OTHER ADMINISTR<strong>AT</strong>IVE EXPENSES: COMPOSITION<br />

Total 2006 Total 2005<br />

Rental of buildings (9,321) (11,254)<br />

Ordinary maintenance (628) (888)<br />

Extraordinary maintenance (126) (813)<br />

Other building expenses (149) (614)<br />

Postal expenses (53) (75)<br />

Telephone service (1,061) (1,037)<br />

Electricity, heating and water (9<strong>31</strong>) (366)<br />

Leasing of machinery and software (193) (5,373)<br />

Hardware and software maintenance (3) (77)<br />

Outsourcing of data processing (61,012) (53,745)<br />

IT consulting – (580)<br />

Data transmission and charges for electronic machinery (100) (149)<br />

Back office costs (197) (193)<br />

Advertising (28,990) (29,357)<br />

Marketing, development and entertainment (2,170) (2,216)<br />

Legal expenses for debt collection (55,362) (56,846)<br />

Other professional consulting services (16,775) (19,7<strong>31</strong>)<br />

Subscriptions (491) (581)<br />

Transportation (2,888) (3,166)<br />

Collection of information and preliminary enquiries (9,300) (8,678)<br />

Insurance (1,443) (1,165)<br />

Security (2,006) (1,291)<br />

Cleaning services (599) (479)<br />

Use of automobiles (210) (157)<br />

Office supplies and printing (640) (710)<br />

Corporate bodies (394) (638)<br />

Sundry grants and donations (1,888) (2,306)<br />

Medical expenses and gifts – (49)<br />

Indirect taxes and duties (6,836) (2,260)<br />

Stock options – <strong>Group</strong> companies (6,866) (4,951)<br />

Other expenses (4,868) (8,109)<br />

Total (215,500) (217,854)


168 169<br />

Section 10 – PROVISIONS FOR LIABILITIES AND CONTINGENCIES (NET) - ITEM 160<br />

10.1 PROVISIONS FOR LIABILITIES AND CONTINGENCIES (NET): COMPOSITION<br />

Total 2006 Total 2005<br />

Pending litigation (27,100) (9,924)<br />

Covering of losses at subsidiaries (1,200) (1,150)<br />

Other expenses (24,516) (23,400)<br />

Total (52,816) (34,474)<br />

Section 11 – NET ADJUSTMENTS OF TANGIBLE ASSETS - ITEM 170<br />

11.1 NET ADJUSTMENTS OF TANGIBLE ASSETS: COMPOSITION<br />

Depreciation (a) Writedowns Writebacks Net adjustments<br />

for impairment (b) (c) (a+b–c)<br />

A. Tangible assets<br />

A.1 owned (29,436) – – (29,436)<br />

– used in operations (3,595) – – (3,595)<br />

– investment (25,841) – – (25,841)<br />

A.2 acquired under finance leases – – – –<br />

– used in operations – – – –<br />

– investment – – – –<br />

Total (29,436) – – (29,436)<br />

Section 12 – NET ADJUSTMENTS OF INTANGIBLE ASSETS – ITEM 180<br />

12.1 NET ADJUSTMENTS OF INTANGIBLE ASSETS: COMPOSITION<br />

Amortization (a) Writedowns Writebacks Net adjustments<br />

for impairment (b) (c ) (a+b–c)<br />

A. Intangible assets<br />

A.1 Owned (4,002) – – (4,002)<br />

– developed in–house – – – –<br />

– other (4,002) – – (4,002)<br />

A.2 Acquired under finance leases – – – –<br />

Total (4,002) – – (4,002)


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Section 13 – OTHER OPER<strong>AT</strong>ING INCOME (EXPENSES) - ITEM 190<br />

13.1 OTHER OPER<strong>AT</strong>ING EXPENSES: COMPOSITION<br />

Total 2006 Total 2005<br />

Depreciation of third-party assets (934) (564)<br />

Reimbursements and sundry repayments (54) (137)<br />

Litigation (4,164) (5,157)<br />

Other (2,712) (9,124)<br />

Total (7,864) (14,982)<br />

13.2 OTHER OPER<strong>AT</strong>ING INCOME: COMPOSITION<br />

Total 2006 Total 2005<br />

Rental income 2,947 4,668<br />

impaired loans 53,000 42,467<br />

Other 122,005 32,338<br />

Total 177,952 79,473<br />

Balance 170,088 64,491<br />

Section 14 – INCOME (LOSS) ON EQUITY INVESTMENTS - ITEM 210<br />

14.1 INCOME (LOSS) ON EQUITY INVESTMENTS: COMPOSITION<br />

Total 2006 Total 2005<br />

A. Income 66,865 328<br />

1. Revaluations – –<br />

2. Gains on disposals 66,865 328<br />

3. Writebacks – –<br />

4. Other positive changes – –<br />

B. Charges (42,819) (32,332)<br />

1. Writedowns – –<br />

2. Writedowns for impairment (42,704) (27,993)<br />

3. Losses on disposals (115) (4,339)<br />

4. Other negative changes – –<br />

Net gain (loss) 24,046 (32,004)


170 171<br />

Section 15 – NET ADJUSTMENT TO FAIR VALUE OF TANGIBLE AND INTANGIBLE ASSETS - ITEM 220<br />

Item 220 “Net adjustment to fair value of tangible and intangible assets” is not present in the financial statements for<br />

2006 and 2005.<br />

Section 16 – WRITEDOWNS OF GOODWILL - ITEM 230<br />

Item 230 “Writedowns of goodwill” is not present in the financial statements for 2006 and 2005.<br />

Section 17 – GAINS (LOSSES) ON DISPOSAL OF INVESTMENTS - ITEM 240<br />

17.1 GAINS (LOSSES) ON DISPOSAL OF INVESTMENTS: COMPOSITION<br />

Total 2006 Total 2005<br />

A. Land and buildings 246 (454)<br />

– Gains on disposal 256 –<br />

– Losses on disposal (10) (454)<br />

B. Other assets – 3,418<br />

– Gains on disposal – 3,463<br />

– Losses on disposal – (45)<br />

Net gain (loss) 246 2.964


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Section 18 – INCOME TAX FOR THE YEAR ON CONTINUING OPER<strong>AT</strong>IONS - ITEM 260<br />

18.1 INCOME TAX FOR THE YEAR ON CONTINUING OPER<strong>AT</strong>IONS: COMPOSITION<br />

IRES IRAP Total 2006 Total 2005<br />

1. Current taxes (–) 356,098 – 356,098 376,107<br />

1.1 Revenues from consolidated<br />

taxation mechanism 511,200 – 511,200 406,459<br />

1.2 Expense from consolidated<br />

taxation mechanism (33,027) – (33,027) (35,490)<br />

1.3 Taxes from consolidated<br />

taxation mechanism (122,075) – (122,075) –<br />

1.4 IRAP – – – –<br />

1.5 Other – – – 5,138<br />

2. Changes in current taxes<br />

from previous periods (+/–) 15,275 – 15,275 –<br />

3. Reduction of current taxes for the year (+) – – – –<br />

4. Change in deferred tax assets (+/–) (120,586) (2,411) (122,997) (282,352)<br />

5. Change in deferred tax liabilities (+/–) (83,235) 3,669 (79,566) 81,897<br />

6. Taxes for the year (–) (–1+/– 2+ 3 +/–4+/–5) 167,552 1,258 168,810 175,652<br />

18.2 RECONCILI<strong>AT</strong>ION OF THEORETICAL TAX LIABILITY AND ACTUAL TAX LIABILITY RECOGNIZED<br />

Statutory profit before taxes 1,275,857<br />

IRES IRAP Total<br />

Tax liability on the basis of theoretical tax rate (421,033) (66,982) (488,015)<br />

+ Tax effects of expenses not relevant to<br />

the calculation of taxable income (139,264) (56,978) (196,242)<br />

– Tax effects of revenues not relevant<br />

to the calculation of taxable income 729,107 141,809 870,916<br />

Tax liability on the basis of actual tax rate 168,810 17,849 (*) 186,659<br />

(*) In view of the irrelevance of the negative value of production for IRAP purposes, the actual tax liability for that tax is zero. The IRAP figures are reported for<br />

solely for the purpose of expository consistency.


173<br />

Section 19 – PROFIT (LOSS) AFTER TAX FROM GROUPS OF ASSETS BEING DIVESTED - ITEM 280<br />

19.1 PROFIT (LOSS) AFTER TAX FROM GROUPS OF ASSETS BEING DIVESTED: COMPOSITION<br />

Total 2006 Total 2005<br />

1 Revenues 1,764 –<br />

2 Expenses – –<br />

3 Result of valuation of groups of assets and associated liabilities – –<br />

4 Gains (losses) on realization – –<br />

5 Taxes and duties (29) –<br />

Profit (loss) 1,735 –<br />

19.2 BREAKDOWN OF INCOME TAX IN RESPECT OF GROUPS OF ASSETS/LIABILITIES BEING DIVESTED<br />

Total 2006 Total 2005<br />

1. Current taxes (–) (29) –<br />

2. Change in deferred tax assets (+/–) – –<br />

3. Change in deferred tax liabilities (+/–) – –<br />

4. Income taxes for the period (–1 +/– 2 +/– 3) (29) –<br />

Section 20 – OTHER INFORM<strong>AT</strong>ION<br />

There is no other material information on the income statement.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Section 21 – NET INCOME PER SHARE<br />

21.1 AVERAGE NUMBER OF DILUTED ORDINARY SHARES<br />

The calculation of earnings per share is based on the following figures:<br />

2006 2005<br />

Net profit for the year euro/1000 1,446,665 596,465<br />

Net profit allocated to ordinary shares (basic) euro/1000 1,446,665 596,465<br />

Net profit allocated to ordinary shares (diluted) euro/1000 1,446,665 596,465<br />

Number of ordinary shares in circulation at 1 January (*) numero/1000 2,510,934 2,206,351<br />

New share issues during the year (average) numero/1000 81,219 298,428<br />

Treasury stock sold during the year (average) numero/1000 100 1,900<br />

Average number of ordinary shares in circulation (basic) numero/1000 2,592,253 2,506,679<br />

Potential exercise of warrants and options numero/1000 15,402 42,177<br />

Average number of ordinary shares in circulation (diluted) numero/1000 2,607,655 2,548,856<br />

Earnings per ordinary share (basic) euro 0.56 0.24<br />

Earnings per ordinary share (diluted) euro 0.55 0.23<br />

(*) net of treasury stock.<br />

21.2 OTHER INFORM<strong>AT</strong>ION<br />

There is no other material information.


174 175<br />

PART D – SEGMENT INFORM<strong>AT</strong>ION<br />

Capitalia S.p.A., Parent Company of the Capitalia Banking <strong>Group</strong>, exercising the option envisaged in the Bank of Italy<br />

circular no. 262 of 22 December 2005, reports segment information in Part D of the notes to the consolidated financial<br />

statements.


<strong>CAPITALIA</strong><br />

PART E – RISKS AND THE REL<strong>AT</strong>ED<br />

HEDGING POLICIES<br />

RISKS OF THE BANK<br />

The Parent Company is responsible for the definition<br />

and development of risk assessment methods, the<br />

control of risks taken on at the <strong>Group</strong> level, and the<br />

strategic management of these risks. <strong>Group</strong> companies<br />

retain responsibility for first-level controls, particularly<br />

as concerns the verification that the level of risk taken<br />

on individually is consistent with the Parent Company<br />

instructions, capital resources and prudential<br />

supervision rules.<br />

In order to ensure efficiency, the risk management<br />

process is structured consistently with the organizational<br />

decisions made for the Capitalia <strong>Group</strong> and with<br />

supervisory instructions governing internal controls at<br />

banks. For more information on this process, please see<br />

Part E, Section 1 – “Banking <strong>Group</strong> Risks” of the notes to<br />

the consolidated financial statements.<br />

Section 1 – CREDIT RISK<br />

The credit risk exposures of Capitalia under these<br />

arrangements primarily consist of the following:<br />

the granting and management of credit lines with<br />

Italian and foreign correspondent banks;<br />

the granting and management of credit lines with<br />

subsidiaries;<br />

the management of the bad debts of the merger with<br />

Banca di Roma on 1 July 2002, which were not<br />

transferred in the spin-off that gave rise to the “new”<br />

Banca di Roma.<br />

As regards the first area of activity, lending operations<br />

are primarily originated by the need to grant lines of<br />

credit to Italian and foreign correspondent banks within<br />

the scope of centralized finance activities (trading, debt<br />

and equity capital market).<br />

The second area mainly regards centralized and<br />

integrated <strong>Group</strong> treasury operations (management<br />

of liquidity, short-term treasury operations and<br />

medium/long-term funding).<br />

Qualitative disclosures<br />

1. GENERAL ASPECTS<br />

Within the governance arrangement of the <strong>Group</strong>,<br />

Capitalia S.p.A. – which is incorporated as a bank – is<br />

directly responsible for the central management of a<br />

number of important <strong>Group</strong> assets and activities (finance,<br />

interbank transactions, equity investments, large<br />

classified loan positions).<br />

The third area concerns debt collection activities,<br />

both through the direct management of positions in<br />

the portfolio, mainly those that exceed specified<br />

amounts/levels of complexity, and indirectly by<br />

transferring the positions to the <strong>Group</strong>’s specialized loan<br />

recovery companies.<br />

The system for delegating loan authorization powers<br />

reflects these operations, giving the lead role to the<br />

Lending Committee and, over the established ceilings,


176 177<br />

the Executive Committee in lending operations with<br />

Italian and foreign banks. The Executive Committee is<br />

also responsible for establishing ceilings for country risk.<br />

As regards problem positions, powers are divided among<br />

the various governing bodies (including the Board of<br />

Directors), establishing ceilings that differ in relation to<br />

the various types of decisions to be taken. The<br />

determination of credit ceilings for companies over which<br />

Capitalia exercises legal or de facto control is the<br />

exclusive responsibility of the Board of Directors.<br />

With regard to managing the trading portfolio, the<br />

Finance Area takes on exposures in terms of specific risk<br />

(associated with trading in bonds and related derivatives) and<br />

counterparty risk (associated with trading in OTC derivatives).<br />

Concentration risk is subject to specific operational<br />

restrictions. Credit derivative operations are limited and<br />

carried out for trading purposes, with the use of highly liquid,<br />

low complexity contracts. The overall exposure for each<br />

issuer (differentiated by rating grade) is monitored daily.<br />

As regards counterparty risk, transactions in OTC<br />

derivatives are conducted solely with leading Italian and<br />

foreign counterparties.<br />

As regards counterparty risk, transactions in OTC<br />

derivatives are conducted solely with leading Italian and<br />

foreign counterparties. Credit exposures are monitored<br />

on a continuous basis using IT systems that perform a<br />

preliminary assessment of the impact of each new<br />

transaction on credit facilities.<br />

2. CREDIT RISK MANAGEMENT POLICIES<br />

within the Lending Function, responsible for analysis,<br />

assessment and processing, as well as the preparation of<br />

proposals for the decision-making bodies;<br />

within the Rating and Pricing Agency, responsible for<br />

rating assignment using internal ratings models. The<br />

outputs of the quantitative models are supplemented<br />

with benchmark analyses and additional assessments<br />

based on qualitative and market information.<br />

The activity of the Lending Function originates with<br />

the planned needs of the operating units and mainly<br />

involves two methods of measuring risk:<br />

establishing, for a significant number of leading<br />

foreign banks, predetermined credit ceilings, within the<br />

scope of annual assessments of the correspondents and<br />

the assignment of the relating credit ceiling based on an<br />

evaluation of creditworthiness and internal credit ratings;<br />

the assessment and recommending overall credit<br />

levels to the decision-making body for the Italian and<br />

foreign correspondent banks not included within the<br />

process above.<br />

Capitalia’s Lending Function also manages the credit<br />

lines that are approved, handling their assignment to the<br />

units originating the credit demand.<br />

Credit lines with counterparties in countries subject to<br />

country-risk restrictions must fall under the ceilings (the<br />

country-risk ceiling) set annually by the competent<br />

decision-making body. Responsibility for proposed<br />

operations and management of these positions are also<br />

assigned to the Lending Function, which centralizes this<br />

activity for the <strong>Group</strong> subsidiaries as well.<br />

2.1 Organizational aspects<br />

Lending operations with Italian and foreign<br />

correspondent banks is carried out through a specific<br />

organizational model in which Capitalia is:<br />

Credit lines with correspondent banks are renewed<br />

annually.<br />

Positions classified as bad debts are managed as<br />

follows:


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Capitalia’s Restructured Loans Function is responsible<br />

for management and collection activities for positions<br />

greater than €20 million and/or are highly complex;<br />

Capitalia Service JV (a joint venture with the Archon<br />

<strong>Group</strong>) is responsible for debt collection activities for<br />

positions of between €55 thousand and €20 million;<br />

the <strong>Group</strong> company SIGREC handles remaining<br />

positions.<br />

directly by the retail banks. The latter have established<br />

their own rating and pricing agencies, which are<br />

coordinated by the corresponding structure at<br />

Capitalia.<br />

The opinions issued by internal agencies,<br />

complemented by spread risk adjusted indicators, are<br />

used to back up decisions made by the Lending<br />

Committees, and are also subjected to continuous<br />

verification and backtesting.<br />

The activities of Capitalia Service JV and SIGREC are<br />

coordinated by the Lending Policy line.<br />

Credit monitoring activities include systematic<br />

tracking of developments in the portfolio of bad debts<br />

and the related collection activities conducted by<br />

Capitalia (Restructured Loans Function) and external<br />

companies (CSJV and SIGREC) by monitoring collections<br />

on both the Capitalia portfolio and securitized portfolios.<br />

2.2 Management, measurement and control systems<br />

In 2006 work continued on implementing Basle 2<br />

regulations at the banking group level.<br />

Within the range of rating models, we can distinguish<br />

between corporate models and retail models. Rating<br />

models for corporates in turn break down by customer<br />

type. The modeling of Large Corporates, Banks and<br />

Country Risk is handled centrally by the Internal Rating<br />

and Pricing Agency of the Parent Company.<br />

The outputs of the quantitative models are<br />

supplemented with benchmark analyses and additional<br />

assessments based on qualitative and market<br />

information.<br />

The Mid Corporate, Small Business and Retail<br />

segments are managed using the related rating models<br />

Specific backtesting is performed to assess<br />

performance and consistency with ratings. The findings<br />

of these analyses are reported to senior management<br />

and serve as a basis for period revisions of the models.<br />

The rating models are normally constructed using a<br />

modular approach, with each module incorporating<br />

financial information (financial statements, tax returns),<br />

position performance information (internal and external)<br />

and qualitative assessments of the counterparty. The<br />

weight assigned to each model differs in relation to the<br />

segments being assessed. For example, in rating models<br />

for the Corporate segment, the weight of financial and<br />

qualitative information predominates. Conversely, in the<br />

Retail portfolios, the greatest weight is assigned to the<br />

position performance component.<br />

In 2006, new rating models were created specifically<br />

for farmers, non-profit organizations, financial<br />

companies, holding companies, consortiums and startups.<br />

The models will be progressively incorporated into<br />

the lending processes to increase the percentage of the<br />

loan portfolio covered by this approach.<br />

As regards lending processes, the phases of loan<br />

disbursement, loan monitoring and management of<br />

problem positions were reviewed and upgraded in order<br />

to improve their operation in line with the Basle 2<br />

principles. The process innovations have reached an<br />

advanced stage of implementation in all <strong>Group</strong>


178 179<br />

companies, with the use of internal rating models and<br />

other information tools to support lending decisions.<br />

For the estimation of LGD, work continued on the<br />

collection and processing of time series, using specific<br />

datarooms, for positions closed over the past seven<br />

years. At the same time work is ongoing on the IT<br />

engineering of EAD and LGD parameters for each loan<br />

position that breaches the regulatory default threshold.<br />

From the organizational and IT point of view, the<br />

project focused on the structure of the database, data<br />

input procedures, quality control and creation of the<br />

calculation engines for the estimations.<br />

For the EAD parameter for the Corporate and Retail<br />

segments, the time series of past due positions required<br />

for the IRB approach were constructed.<br />

stage in order to optimize treatment of such customers<br />

and the use of common information resources. <strong>AT</strong> the<br />

governance procedures level, operational aspects are<br />

managed through the <strong>Group</strong> master record and the<br />

survey of corporate groups.<br />

The introduction of lending processes differentiated<br />

by customer segment standardized the approaches<br />

adopted in lending to customers, with the development<br />

of shared algorithms and assessment metrics.<br />

Ratings and expected loss are the key elements in<br />

evaluating lending decisions, differentiating approval<br />

authority, pricing, management activities, and lending<br />

policies. Lending authority has been differentiated on the<br />

basis not only of the nominal exposure assumed but also<br />

expected loss, which is determined in relation to the EAD<br />

and LGD rating parameters.<br />

The overall internal ratings system must be approved<br />

by the supervisory authorities in order to be used for<br />

calculating the capital requirement under the IRB<br />

approach. The Bank of Italy’s pre-validation activities<br />

begun in 2005 are under way.<br />

Internal estimates of creditworthiness and the EAD<br />

and LGD parameters served as the basis for the release<br />

of risk-adjusted pricing systems to support risk/return<br />

decisions in lending process. Risk-adjusted spreads<br />

supplement the outputs from the internal pricing models<br />

with information on developments in market spreads.<br />

The Parent Company, within the scope of its strategic,<br />

management and operational guidance functions,<br />

establishes lending and loan management principles and<br />

guidelines.<br />

At the <strong>Group</strong> level, rules have been established for<br />

handling customers who have dealings with more than<br />

one <strong>Group</strong> bank with regard to both the loan approval<br />

and rating assignment stage and the loan management<br />

Other activities associated with the Basle 2 project<br />

regarded the IT aspects of the implementation of the<br />

management tools adopted at each stage of the<br />

lending process. With the completion of the<br />

convergence of <strong>Group</strong> IT systems, the use of the<br />

electronic lending procedure (PEF) was extended for<br />

the Corporate and Small Business segments to all<br />

<strong>Group</strong> banks.<br />

The electronic procedures supporting loan processing<br />

also envisage assessing guarantors and guarantees<br />

backing lending relationships. The appraisal process for<br />

guarantees, as a secondary source of repayment in the<br />

event of default, evaluates the following: the adequacy of<br />

the net worth of the guarantor to the guarantee given;<br />

the relationship between borrower and guarantor; and<br />

the guarantor’s profile and rating, if available; and an<br />

appraisal of any collateral.<br />

The guarantees backing lending operations are taken<br />

into consideration for the purposes of calculating the riskadjusted<br />

spread.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

In addition Capitalia developed internal models for<br />

measuring credit risk on both the trading and banking<br />

books at the level of individual banking subsidiaries and<br />

the <strong>Group</strong> as a whole.<br />

of the banking book to aid in the definition of lending<br />

policy guidelines.<br />

Portfolio models: trading portfolio<br />

Portfolio models: banking book<br />

The second phase of the project at Capitalia to use a<br />

portfolio model to measure the credit risk on the banking<br />

book has been completed, with the creation of a<br />

database that provides extensive coverage of the<br />

<strong>Group</strong>’s banking book (all ordinary performing<br />

customers, including positions of less than €35<br />

thousand, and banks; only intragroup positions are<br />

excluded). On a monthly basis, economic capital<br />

absorbed (Credit CaR; Component Credit CaR) is<br />

measured using different risk drivers, such as exposure at<br />

default (EAD), loss given default (LGD), asset return<br />

correlation, and probability of default (PD), and, where<br />

available PD estimates using internal models.<br />

The model estimates the distribution of portfolio<br />

losses with a Monte Carlo methodology and importance<br />

sampling over a one-year time horizon and with a 99.93%<br />

confidence level, i.e. a single-factor version of a Merton<br />

default/non-default model with stochastic LGD.<br />

The model also allows for allocation of the portfolio’s<br />

risk capital among the various sub-portfolios obtained<br />

by grouping counterparties on the basis of the following<br />

characteristics: rating, institution, macro-region, region,<br />

line of business, industry, group (for customers<br />

belonging to the 200 largest groups in terms of<br />

exposure) and business unit. The sub-portfolios can also<br />

be constructed by aggregating positions based on an<br />

intersection of two or three of these characteristics,<br />

which makes it possible to construct a “monitoring<br />

panel” to track the risk level and concentration of the<br />

various sub-portfolios. The model results have then<br />

been used to implement the first operational<br />

applications of the system to monitor the concentration<br />

Credit risk taken on within the trading portfolio is<br />

monitored by calculating exposure and expected and<br />

unexpected loss indicators (Credit VaR), which are then<br />

used to analyze the composition by rating class and<br />

industry, as well as the implicit risk related to unexpected<br />

changes in credit ratings. The indicators for exposure and<br />

expected loss are produced daily and reported to the<br />

heads of the various units concerned, while the indicator<br />

for unexpected loss is produced on a monthly basis.<br />

As regards bond trading, the structure of operational<br />

limits approved by Capitalia’s Board of Directors set<br />

trading limits on the basis of nominal net exposure by<br />

type of issuer. The ceilings are monitored on a daily basis.<br />

For OTC derivatives, the Finance Area operates only with<br />

bank counterparties using specific credit lines established<br />

by the Lending Policy Area.<br />

2.3 Credit risk mitigation techniques<br />

In view of the type of operations carried out by<br />

Capitalia S.p.A. (lending to leading banks and <strong>Group</strong><br />

companies), credit granted is generally not secured.<br />

Financial transactions with the main bank counterparties<br />

are normally conducted on the basis of ISDA<br />

(International Swaps and Derivatives Association) Master<br />

Agreements with Credit Support Annexes.<br />

As regards operations in the trading book, in line with<br />

the goals achieved in previous years, work continued on<br />

containing legal and counterparty risks in respect of<br />

derivatives trading and repurchase agreements of the<br />

Parent Company with international banks and investment<br />

companies, also expanding Banca di Roma’s operations<br />

with bank, financial, corporate and government


180 181<br />

counterparties. As these operations expanded, risk<br />

decreased thanks to the use of contracts compliant with<br />

ISDA, EMA and ICMA standards with new counterparties.<br />

Having obtained authorization in March and April 2006<br />

from the Bank of Italy relating to 47 Credit Support Annexes<br />

(CSA), Capitalia can utilize the benefits allowed by the law<br />

relating to bilateral netting agreements for 46 derivative<br />

contracts, as well as 7 ISDA Master Agreements which can<br />

enjoy the benefits of netting agreements. This has<br />

increased the benefits in terms of reducing the capital that<br />

needs to be committed to meet regulatory requirements.<br />

Capitalia also uses 27 Global Master Repurchase<br />

Agreements (GMRAs) for repurchase operations.<br />

With a view to containing legal risk and harmonizing<br />

contracts across the <strong>Group</strong>, a further 45 ISDA contracts are<br />

outstanding, entered into by the Parent Company on behalf<br />

of Banca di Roma on the basis of a specific service contract.<br />

2.4 Impaired financial assets<br />

The procedures for classifying loans are consistent<br />

with international accounting standards and the<br />

instructions issued by the Bank of Italy, as described in<br />

detail in the section “Impaired financial assets” in the<br />

notes to the consolidated financial statements.<br />

The impaired loans portfolio is primarily composed of<br />

bad debts, with a marginal proportion of restructured<br />

positions. In line with IASs/IFRSs, the loan book is<br />

measured by individual relationship, both in terms of<br />

recoverable amount and collection periods. For<br />

revocatory actions in bankruptcy and guarantees, the<br />

expected timing of the outlay/discussion is assessed.<br />

More information is provided in the section “Impaired<br />

financial assets” in the notes to the consolidated financial<br />

statements.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Quantitative disclosures<br />

A. CREDIT QUALITY<br />

A.1 IMPAIRED AND PERFORMING POSITIONS: STOCKS, WRITEDOWNS, CHANGES, DISTRIBUTION BY SECTOR AND<br />

GEOGRAPHICAL AREA<br />

A.1.1 DISTRIBUTION OF FINANCIAL ASSETS BY PORTFOLIO AND CREDIT QUALITY (BOOK VALUE)<br />

Bad debts Substandard Restructured Past due Country Other Total<br />

loans positions positions risk assets<br />

1. Financial assets held for trading – – – – 103 7,558,533 7,558,636<br />

2. Financial assets available for sale – – – – – 2,467,954 2,467,954<br />

3. Financial assets held to maturity – – – – 648 791,343 791,991<br />

4. Loans to banks – – – – 23 39,158,072 39,158,095<br />

5. Loans to customers 1,613,974 – 7,140 – – 1,221,722 2,842,836<br />

6. Financial assets designated at fair value – – – – – 43,308 43,308<br />

7. Financial assets being divested – – – – – – –<br />

8. Hedging derivatives – – – – – 285,649 285,649<br />

Total 1,613,974 – 7,140 – 774 51,526,581 53,148,469<br />

Total 2005 1,729,783 – 16,167 – 20,325 54,686,483 56,452,758<br />

A.1.2 DISTRIBUTION OF FINANCIAL ASSETS BY PORTFOLIO AND CREDIT QUALITY (GROSS AND NET VALUES)<br />

Impaired assets<br />

Other assets<br />

Gross Specific Portfolio Net Gross Portfolio Net Total<br />

exposure adjustments adjustments exposure exposure adjustments exposure<br />

1. Financial assets held for trading – – – – X X 7,558,636 7,558,636<br />

2. Financial assets available for sale – – – – 2,467,954 – 2,467,954 2,467,954<br />

3. Financial assets held to maturity – – – – 792,271 280 791,991 791,991<br />

4. Loans to banks – – – – 39,158,095 – 39,158,095 39,158,095<br />

5. Loans to customers 4,728,238 3,107,124 – 1,621,114 1,221,722 – 1,221,722 2,842,836<br />

6. Financial assets designated at fair value – – – – X X 43,308 43,308<br />

7. Financial assets being divested – – – – – – – –<br />

8. Hedging derivatives – – – – X X 285,649 285,649<br />

Total 4,728,238 3,107,124 – 1,621,114 43,640,042 280 51,527,355 53,148,469<br />

Total 2005 4,969,273 3,223,323 – 1,745,950 43,568,429 1,880 54,706,808 56,452,758


182 183<br />

A.1.3 CASH AND OFF-BALANCE-SHEET EXPOSURE TO BANKS: GROSS AND NET VALUES<br />

Gross Specific Portfolio Net<br />

exposure writedowns writedowns exposure<br />

A. CASH EXPOSURES<br />

a) Bad debts – – – –<br />

b) Substandard loans – – – –<br />

c) Restructured positions – – – –<br />

d) Past due positions – – – –<br />

e) Country risk 23 X – 23<br />

f) Other assets 40,071,042 X – 40,071,042<br />

TOTAL A 40,071,065 – – 40,071,065<br />

B. OFF-BALANCE-SHEET EXPOSURES<br />

a) Impaired – – – –<br />

b) Other 6,241,568 X – 6,241,568<br />

TOTAL B 6,241,568 – – 6,241,568<br />

A.1.4 CASH EXPOSURES TO BANKS: CHANGES IN GROSS IMPAIRED POSITIONS EXPOSED TO COUNTRY RISK<br />

Bad debts Substandard Restructured Past due Country<br />

loans positions positions risk<br />

A. Opening gross exposure – – – – 4,176<br />

– of which: exposures assigned<br />

but not derecognized – – – – –<br />

B. Increases – – – – 10<br />

B.1 from performing positions – – – – –<br />

B.2 transfers from other<br />

categories of impaired positions – – – –<br />

B.3 other increases – – – – 10<br />

C.Decreases – – – – 4,163<br />

C.1 to performing positions – – – – 4,163<br />

C.2. writeoffs – – – – –<br />

C.3. collections – – – – –<br />

C.4. assignments – – – – –<br />

C.5. transfers to other<br />

categories of impaired positions – – – –<br />

C.6. other decreases – – – – –<br />

D. Closing gross exposure – – – – 23<br />

– of which: exposures assigned<br />

but not derecognized – – – – –


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

A.1.5 CASH EXPOSURES TO BANKS: CHANGES IN TOTAL ADJUSTMENTS<br />

No data at <strong>31</strong> December 2006.<br />

A.1.6 CASH AND OFF-BALANCE-SHEET EXPOSURES TO CUSTOMERS: GROSS AND NET VALUES<br />

Gross Specific Portfolio Net<br />

exposure writedowns writedowns exposure<br />

A. CASH EXPOSURES<br />

a) Bad debts 4,718,998 3,105,024 – 1,613,974<br />

b) Substandard loans – – – –<br />

c) Restructured positions 9,239 2,099 – 7,140<br />

d) Past due positions – – – –<br />

e) Country risk 1,0<strong>31</strong> X 280 751<br />

f) Other assets 6,789,212 X – 6,789,212<br />

TOTAL A 11,518,480 3,107,123 280 8,411,077<br />

B. OFF-BALANCE-SHEET EXPOSURES<br />

a) Impaired 161,745 18,073 – 143,672<br />

b) Other 1,584,554 X – 1,584,554<br />

TOTAL B 1,746,299 18,073 – 1,728,226


184 185<br />

A.1.7 CASH EXPOSURES TO CUSTOMERS: CHANGES IN GROSS IMPAIRED POSITIONS EXPOSED TO COUNTRY RISK<br />

Bad debts Substandard Restructured Past due Country<br />

loans positions positions risk<br />

A. Opening gross exposure 4,950,246 – 19,027 – 18,029<br />

– of which: exposures assigned<br />

but not derecognized – – – – –<br />

B. Increases 221,525 – 624 – 90<br />

B.1. from performing loans – – – – –<br />

B.2 transfers from<br />

other categories<br />

of impaired positions 8,496 – – – –<br />

B.3 other increases 213,029 – 624 – 90<br />

C. Decreases 452,773 – 10,412 – 17,088<br />

C.1. to performing loans – – – – 15,899<br />

C.2. writeoffs 202,792 – – – –<br />

C.3. collections 236,776 – 1,766 – 894<br />

C.4. assignments 22 – – – –<br />

C.5.<br />

transfers to<br />

other categories<br />

of impaired positions – – 8,496 – –<br />

C.6. other decreases 13,183 – 150 – 295<br />

D. Closing gross exposure 4,718,998 – 9,239 – 1,0<strong>31</strong><br />

– of which: exposures assigned<br />

but not derecognized – – – – –


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

A.1.8 CASH EXPOSURES TO CUSTOMERS: CHANGES IN TOTAL ADJUSTMENTS<br />

Bad debts Substandard Restructured Past due Country<br />

loans positions positions risk<br />

A. Total opening adjustments 3,220,463 – 2,860 – 1,880<br />

– of which: exposures<br />

assigned<br />

but not derecognized – – – – –<br />

B. Increases 339,368 – 15 – –<br />

B.1 writedowns 339,368 – 15 – –<br />

B.2 transfers from other<br />

categories of impaired<br />

positions – – – – –<br />

B.3 other increases – – – – –<br />

C. Decreases 454,807 – 776 – 1,600<br />

C.1. writebacks<br />

from valuations 144,459 – 599 – 1,511<br />

C.2. writebacks from<br />

collections 107,556 – 177 – –<br />

C.3. writeoffs 202,792 – – – –<br />

C.4. transfers to other<br />

categories of impaired<br />

positions – – – – –<br />

C.5. other decreases – – – – 89<br />

D. Total closing adjustments 3,105,024 – 2,099 – 280<br />

– of which: exposures<br />

assigned but not<br />

derecognized – – – – –<br />

A.2 CLASSIFIC<strong>AT</strong>ION OF EXPOSURES ON THE BASIS OF EXTERNAL AND INTERNAL R<strong>AT</strong>INGS<br />

A.2.1 DISTRIBUTION OF CASH EXPOSURES AND OFF BALANCE SHEET EXPOSURES BY EXTERNAL R<strong>AT</strong>ING GRADES<br />

(BOOK VALUE)<br />

External rating grades<br />

Default<br />

AAA/AA- A+/A- BBB+/BBB- BB+/BB- B+/B- Lower (bad debts, Not Total<br />

than B substandard rated<br />

loans, past<br />

due,restructured<br />

loans)<br />

A. Cash exposures 7,588,257 <strong>31</strong>,967,2<strong>31</strong> 499,811 116,055 11,492 648 1,621,114 6,677,534 48,482,142<br />

B. Derivatiaves 894,803 695,762 506 2,229 – – – 856,443 2,449,743<br />

B.1 Financial derivatives 894.393 695,377 506 2,229 – – – 581,917 2,174,422<br />

B.2 Credit derivatives 410 385 – – – – – 274,526 275,321<br />

C. Guarantees issued – 2,425,760 – – – – 143,673 8<strong>31</strong>,124 3,400,557<br />

D. Commitments to disburse funds 15,000 820,390 – 2,380 – – – 1,281,724 2,119,494<br />

Total 8,498,060 35,909,143 500,<strong>31</strong>7 120,664 11,492 648 1,764,787 9,646,825 56,451,936


186 187<br />

A.2.2 DISTRIBUTION OF CASH AND OFF BALANCE SHEET EXPOSURES BY INTERNAL R<strong>AT</strong>ING GRADES (BOOK VALUE)<br />

Internal rating grades<br />

Default<br />

Low Medium Medium High (bad debts, not Total<br />

risk low high risk substandard rated<br />

risk risk loans, past<br />

due loans,<br />

restructured<br />

loans)<br />

A. Cash exposures 11,575,850 11,347 6,301 835 1,621,114 35,266,695 48,482,142<br />

B. Derivatives 1,393,348 2,229 – – – 1,054,166 2,449,743<br />

B.1 Financial derivatives 1,377,549 2,229 – – – 794,644 2,174,422<br />

B.2 Credit derivatives 15,799 – – – – 259,522 275,321<br />

C. Guarantees issued – – – – 143,673 3,256,884 3,400,557<br />

D. Commitments to disburse<br />

funds 114,999 – – – – 2,004,495 2,119,494<br />

Total 13,084,197 13,576 6,301 835 1,764,787 41,582,240 56,451,936<br />

The credit exposures of Capitalia S.p.A. essentially<br />

regard bank counterparties and country risk. Most of<br />

these eposures are to investment grade counterparties.<br />

The percentage coverage is normal, given the<br />

characteristics of the credit portfolio<br />

As regards the internal ratings assigned, the<br />

percentage coverage reflects the state of<br />

implementation of the internal rating models for bank<br />

counterparties (OECD banks model and EM banks<br />

model) and for country risk (OECD countries model and<br />

EM countries model), taking account of unrated<br />

exposures with <strong>Group</strong> companies totaling €33.3 million,<br />

of which 29.2 million in actual lending. The internal<br />

models were developed using a shadow rating approach<br />

and do not incorporate the evolution under way in the<br />

Moody’s methodology for joint default analysis (JDA).<br />

The master scale used by Capitalia envisages 22 rating<br />

grades. and the trend in the probability of default is<br />

exponential with respect to the rating grade.<br />

The rating grades have been grouped in these notes<br />

to facilitate understanding of the level of risk presented<br />

by the portfolio. Specifically, as noted, given the<br />

exponential nature of the relationship between the<br />

probability of default and rating grades, the latter have<br />

been grouped as followed:<br />

low risk: grades 1–10;<br />

medium-low risk: grades 11 – 14;<br />

medium-high risk: grades 15 – 18;<br />

high risk: grades 19 – 22.<br />

The percentage of the low–risk portfolio with internal<br />

ratings with respect to total internally rated<br />

counterparties is in line with the percentage of<br />

investment grade positions with external ratings with<br />

respect to total externally rated counterparties. The<br />

percentage coverage with internal models will increase<br />

rapidly as procedures for lending to banks are renewed<br />

and the models for estimating probability of default for<br />

financial counterparties are implemented.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

A.3 DISTRIBUTION OF SECURED EXPOSURES BY TYPE OF GUARANTEE<br />

A.3.1 SECURED CASH EXPOSURES TO BANKS AND CUSTOMERS<br />

Value of exposure Collateral (1)<br />

Land and buildings Securities Other assets Governments<br />

1. Secured exposures to banks<br />

1.1 fully secured – – – –<br />

1.2 partially secured – – – –<br />

2. Secured exposures to customers<br />

2.1 fully secured 697,840 <strong>31</strong>7,803 11,554 4,294 –<br />

2.2 partially secured 155,566 45,443 3,472 259 –<br />

A.3.2 SECURED OFF-BALANCE-SHEET EXPOSURES TO BANKS AND CUSTOMERS<br />

Value of exposure Collateral (1)<br />

Land and buildings Securities Other assets Governments<br />

1. Secured exposures to banks<br />

1.1 fully secured 553,519 – – 553,519 –<br />

1.2 partially secured 341,662 – 32,464 252,012 –<br />

2. Secured exposures to customers<br />

2.1 fully secured – – – – –<br />

2.2 partially secured – – – – –


188 189<br />

Credit derivatives<br />

Unsecured guarantees (2)<br />

Guarantees<br />

Other government Banks Other Governments Other government Banks Other<br />

agencies agencies Total (1)+(2)<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – 40 1,672 352,500 687,863<br />

– – – – 24 698 83,216 133,112<br />

Credit derivatives<br />

Unsecured guarantees (2)<br />

Guarantees<br />

Other government Banks Other Governments Other government Banks Other<br />

agencies agencies Total (1)+(2)<br />

– – – – – – – 553,519<br />

– – – – – – – 284,476<br />

– – – – – – – –<br />

– – – – – – – –


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

A.3.3 IMPAIRED SECURED CASH EXPOSURES TO BANKS AND CUSTOMERS<br />

Value of<br />

exposure<br />

Amount<br />

secured<br />

Collateral<br />

Unsecured guarantees<br />

Credit derivatives<br />

Land and Securities Other Governments Other Banks Financial<br />

buildings assets and central government companies<br />

bank agencies<br />

1. Secured exposures to banks<br />

1.1 more than 150% – – – – – – – – –<br />

1.2 from 100% to 150% – – – – – – – – –<br />

1.3 from 50% and 100% – – – – – – – – –<br />

1.4 up to 50% – – – – – – – – –<br />

2. Secured exposures to customers<br />

2.1 more than 150% 274,249 274,249 201,257 9,602 1,906 – – – –<br />

2.2 from 100% to 150% 139,981 139,981 104,199 691 57 – – – –<br />

2.3 from 50% and 100% 379,646 377,294 46,268 3,077 2,487 – – – –<br />

2.4 up to 50% 50,290 33,182 2,282 1,657 101 – – – –<br />

A.3.4 IMPAIRED SECURED OFF BALANCE SHEET EXPOSURES TO BANKS AND CUSTOMERS<br />

No data at <strong>31</strong> December 2006.


190 191<br />

Guarantees (fair value) Total Excess<br />

fair value<br />

Unsecured guarantees<br />

of guarantee<br />

Guarantees<br />

Insurance Non-financial Other Governments Other Banks Financial Insurance Non-financial Other<br />

undertakings companies and central governments companies undertakings companies<br />

bank agencies<br />

– – – – – – – – – – – –<br />

– – – – – – – – – – – –<br />

– – – – – – – – – – – –<br />

– – – – – – – – – – – –<br />

– – – – 9 198 3,598 – 13,916 41,989 272,475 12,139,122<br />

– – – – 20 16 49 – 6,123 20,623 1<strong>31</strong>,778 <strong>31</strong>9,195<br />

– – – – 36 2,129 11,506 – 178,733 132,709 376,945 380,824<br />

– – – – – 27 3,480 – 6,217 16,772 30,536 4,974


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

B. DISTRIBUTION AND CONCENTR<strong>AT</strong>ION OF LENDING<br />

B.1 CASH AND OFF-BALANCE-SHEET EXPOSURES TO CUSTOMERS BY SECTOR<br />

A. Cash exposures<br />

Governments and central banks Other government agencies Financial companies<br />

Gross Specific Portfolio Net Gross Specific Portfolio Net Gross Specific Portfolio Net<br />

exposure writedowns writedowns exposure exposure writedowns writedowns exposure exposure writedowns writedowns exposure<br />

A.1 Bad debts – – – – 32,171 13,221 – 18,950 182,165 143,423 – 38,742<br />

A.2 Substandard<br />

loans – – – – – – – – – – – –<br />

A.3 Restructured<br />

positions – – – – – – – – – – – –<br />

A.4 Past due<br />

positions – – – – – – – – – – – –<br />

A.5 Other 1,175,388 X – 1,175,388 8,988 X 280 8,708 4,250,775 X – 4,250,775<br />

Total A 1,175,388 – – 1,175,388 41,159 13,221 280 27,658 4,432,940 143,423 – 4,289,517<br />

B. Off -balance--sheet<br />

exposures<br />

B.1 Bad debts – – – – – – – – 82 – – 82<br />

B.2 Substandard loans – – – – – – – – – – – –<br />

B.3 Other impaired assets – – – – – – – – – – – –<br />

B.4 Other – X – – – X – – 1,292,003 X – 1,292,003<br />

Total B – – – – – – – – 1,292,085 – – 1,292,085<br />

Total (A+B) 1,175,388 – – 1,175,388 41,159 13,221 280 27,658 5,725,025 143,423 – 5,581,602


192 193<br />

Insurance undertakings Non-financial companies Other<br />

Gross Specific Portfolio Net Gross Specific Portfolio Net Gross Specific Portfolio Net<br />

exposure writedowns writedowns exposure exposure writedowns writedowns exposure exposure writedowns writedowns exposure<br />

– – – – 3,688,001 2,472,740 – 1,215,261 816,661 475,640 – 341,021<br />

– – – – – – – – – – – –<br />

– – – – 9,239 2,099 7,140 – – – –<br />

– – – – – – – – – – – –<br />

241,200 X – 241,200 1,068,306 X – 1,068,306 45,586 X – 45,586<br />

241,200 – – 241,200 4,765,546 2,474,839 – 2,290,707 862,247 475,640 – 386,607<br />

– – – – 161,433 18,073 – 143,360 230 – – 230<br />

– – – – – – – – – – – –<br />

– – – – – – – – – – – –<br />

6,814 X – 6,814 66,114 X – 66,114 219,623 X – 219,623<br />

6,814 – – 6,814 227,547 18,073 – 209,474 219,853 – – 219,853<br />

248,014 – – 248,014 4,993,093 2,492,912 – 2,500,181 1,082,100 475,640 – 606,460


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

B.2 DISTRIBUTION OF LOANS TO RESIDENT NON-FINANCIAL COMPANIES<br />

Total 2006<br />

a) Building and public works 517,782<br />

b) Trade, recovery and repair services 222,705<br />

c) Other market services 148,292<br />

d) Food products, beverages and tobacco products 55,520<br />

e) Agriculture, forestry and fishing 39,079<br />

f) Other sectors 2<strong>31</strong>,578<br />

B.3 CASH AND OFF-BALANCE-SHEET EXPOSURES TO CUSTOMERS BY GEOGRAPHICAL AREA<br />

A. Cash exposures<br />

Italy Other European countries America Asia Rest of world<br />

Gross Net Gross Net Gross Net Gross Net Gross Net<br />

exposure exposure exposure exposure exposure exposure exposure exposure exposure exposure<br />

A.1 Bad debts 4,654,290 1,603,322 4,515 2,846 60,182 7,799 – – 11 7<br />

A,2 Substandard loans – – – – – – – – – –<br />

A.3 Restructured positions 9,239 7,140 – – – – – – – –<br />

A.4 Past due positions – – – – – – – – – –<br />

A.5 Other 4,656,225 4,656,225 2,034,401 2,034,401 98,478 98,198 – – 1,139 1,139<br />

Total A 9,<strong>31</strong>9,754 6,266,687 2,038,916 2,037,247 158,660 105,997 – – 1,150 1,146<br />

B. Off– balance– sheet<br />

exposures<br />

B.1 Bad debts 161,745 143,672 – – – – – – – –<br />

B.2 Substandard loans – – – – – – – – – –<br />

B.3 Other impaired assets – – – – – – – – – –<br />

B.4 Other 1,538,860 1,538,860 45,691 45,691 3 3 – – – –<br />

Total B 1,700,605 1,682,532 45,691 45,691 3 3 – – – –<br />

Total (A+B) 11,020,359 7,949,219 2,084,607 2,082,938 158,663 106,000 – – 1,150 1,146


194 195<br />

B.4 CASH AND OFF-BALANCE-SHEET EXPOSURE TO BANKS BY GEOGRAPHICAL AREA<br />

A. Cash exposures<br />

Italy Other European countries America Asia Rest of world<br />

Gross Net Gross Net Gross Net Gross Net Gross Net<br />

exposure exposure exposure exposure exposure exposure exposure exposure exposure exposure<br />

A.1 Bad debts – – – – – – – – – –<br />

A.2 Substandard loans – – – – – – – – – –<br />

A.3 Restructured positions – – – – – – – – – –<br />

A.4 Past due positions – – – – – – – – – –<br />

A.5 Other 32,527,<strong>31</strong>0 32,527,<strong>31</strong>0 7,075,721 7,075,721 375,411 375,411 22,182 22,182 70,441 70,441<br />

Total A 32,527,<strong>31</strong>0 32,527,<strong>31</strong>0 7,075,721 7,075,721 375,411 375,411 22,182 22,182 70,441 70,441<br />

B. Off-balance-sheet<br />

exposures<br />

B.1 Bad debts – – – – – – – – – –<br />

B.2 Substandard loans – – – – – – – – – –<br />

B.3 Other impaired assets – – – – – – – – – –<br />

B.4 Other 1,711,693 1,711,693 4,308,574 4,308,574 221,297 221,297 4 4 – –<br />

Total B 1,711,693 1,711,693 4,308,574 4,308,574 221,297 221,297 4 4 – –<br />

Total (A+B) 34,239,003 34,239,003 11,384,295 11,384,295 596,708 596,708 22,186 22,186 70,441 70,441<br />

B.5 LARGE EXPOSURES<br />

Total 2006 Total 2005<br />

a) amount – –<br />

b) number – –<br />

At <strong>31</strong> December 2006 (as at end-2005) Capitalia S.p.A. reported no large exposures.<br />

C. SECURITIZ<strong>AT</strong>IONS AND ASSET DISPOSALS<br />

C.1 SECURITIZ<strong>AT</strong>IONS<br />

Qualitative disclosures<br />

The Bank carried out three securitizations between<br />

1999 and 2001.<br />

Debt collection for the securitizations carried out by<br />

the sub-servicer Capitalia Service JV through the special<br />

purpose vehicles Trevi Finance, Trevi Finance 2 e Trevi<br />

Finance 3 showed an increase in 2006 of 11.5% on 2005,<br />

which in turn had posted an improvement of <strong>31</strong>.7% on<br />

2004. The cumulative collections amounted to €508.2<br />

million, compared with €455.6 million in 2005. The key<br />

figures for 2005 are as follows:<br />

Trevi Finance posted collections of €137.4 million<br />

(+5.5% on 2005);<br />

Trevi Finance 2 posted collections of €207.6 million<br />

(+12.7%);


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Trevi Finance 3 posted collections of €163.2 million<br />

(+15.7%).<br />

A total of 1,916 discounted pay –off agreements were<br />

entered into, an increase of 6%. The real estate trading<br />

vehicles took part in 451 court-ordered auctions, with an<br />

amount awarded totaling €100.8 million, a 5% increase<br />

over 2005. The profitability of collections (as a<br />

percentage of the gross value at the securitization date)<br />

was 61%, in line with 2005 and above the historic<br />

average of 58%.<br />

* * *<br />

In the first securitization operation, the special<br />

purpose vehicle (Trevi Finance) acquired bad debts<br />

with a total nominal value of €2,689 million for a<br />

price of €1,441 million and other claims for the<br />

purpose of acquiring zero-coupon securities issued<br />

by leading supranational and government bodies<br />

amounting to €94 million, against which it issued the<br />

following securities with a total value of €1,535<br />

million:<br />

TYPE OF SECURITY Issue Maturity Characteristics of issue Nominal value<br />

value<br />

of outstanding securities<br />

(amounts in euros) al <strong>31</strong>.12.2006 (*)<br />

CLASS A (SENIOR) 620,000,000 16-8-2009 euribor 6 m +140 b,p. –<br />

CLASS B (SENIOR) 155,000,000 16-8-2009 euribor 6 m +240 b.p. 56,254,150<br />

CLASS C1 (MEZZANINE) 206,500,000 16-8-2009 euribor 6 m +40 b.p. 206,500,000<br />

CLASS C2 (MEZZANINE ZERO COUPON) 210,700,000 16-8-2014 zero coupon issued at 43%<br />

of maturity value (490,000,000) <strong>31</strong>9,717,499<br />

CLASS D (JUNIOR) 343,200,000 16-8-2025 2,75% annual 343,200,000<br />

Total 1,535,400,000 925,671,649<br />

(*) The Class A senior notes have been fully redeemed; the figure for the Senior B security refers to 16 February 2007, after the payment date.<br />

Repayment of principle and payment of interest on the C1, C2 and D classes are subordinated to payment of principal and interest on the immediately higher<br />

class, while all are subordinate to Classes A and B. The principal of Class D is secured by the claim linked to the zero-coupon securities. Class B is only<br />

subordinate to Class A for the repayment of principal, not interest.<br />

At <strong>31</strong> December 2006 the Class B security had ratings of A2/A-/AAA from Moody’s Investors Service, Duff & Phelps Credit Rating and Fitch Ratings Limited,<br />

respectively.<br />

The Bank has also granted the special purpose<br />

vehicle two credit facilities with an original value of<br />

€<strong>31</strong>8.5 million. The first, the servicer’s advance facility<br />

(SAF), amounts to €<strong>31</strong>0 million and is intended to<br />

provide additional liquidity if receipts are lower than the<br />

established minimum amounts. Reimbursement of the<br />

servicer’s advance facility is subordinate to redemption<br />

of the principal and interest on the Class A and B<br />

securities. Drawings on the SAF pay an interest rate of 6-<br />

month euribor + 20 basis points.<br />

The Bank has also sold an interest rate cap to the<br />

special purpose vehicle to hedge the interest rate risk of<br />

the issuer for the Class A and B securities and the<br />

amount of the SAF drawn.<br />

In December 2002 Capitalia amended the interest<br />

rate cap and servicer’s advance facility agreements<br />

between Trevi Finance S.p.A. and Capitalia S.p.A.,<br />

subject to approval by the Note Trustee and the Security<br />

Trustee. The amendments envisage:<br />

an increase of €20 million in the liquidity available to<br />

Trevi Finance;<br />

the novation of the interest rate cap agreement with<br />

the elimination of the liquidity facilities from the principal<br />

protected by the interest rate cap.


196 197<br />

At the start of 2004, the SAF was increased by €15<br />

million to €345 million. At <strong>31</strong> December 2006, the<br />

utilization of the SAF, inclusive of interest, was €203.9<br />

million. At the payment date of 16 February 2007, €35.2<br />

million was repaid.<br />

The second (Class C1) liquidity facility originally<br />

amounted to €8.5 million, to be increased each year in<br />

line with the accrual of interest on the Class C1 securities.<br />

It is used to make advance payment of interest on Class<br />

C1 while waiting for collections on the portfolio to<br />

become available for that class (only after repayment of<br />

Classes A and B). The Class C1 liquidity facility bears an<br />

interest rate of euribor at the payment date + 40 basis<br />

points. At <strong>31</strong> December 2006, utilization amounted to<br />

€59 million, including interest. At the payment date of 16<br />

February 2007, a further €4 million had been drawn on<br />

the credit facility.<br />

As regards the Class D securities subscribed by the<br />

Bank, repayment of the principal is guaranteed at<br />

maturity by zero-coupon securities issued by leading<br />

international and/or government bodies (the value of the<br />

guarantees at <strong>31</strong> December 2006 was €137.9 million).<br />

The guarantees given to the subscribers of Classes C1<br />

and C2, the lines of credit and the interest rate cap were<br />

valued appropriately.<br />

At <strong>31</strong> December 2006, the Bank had a total of €362.9<br />

million of Trevi Finance securities in its portfolio of<br />

available-for-sale securities, as follows:<br />

Securities Nominal Book<br />

value<br />

value<br />

Class B 10.3 10.4<br />

Class C1 176.5 181.6<br />

Class C2 490.0 10.8<br />

Class D 343.2 160.1<br />

Total 362.9<br />

Collections in the period and the value of remaining<br />

claims are set out in the following table:<br />

Value of receivables<br />

Period Ordinary loans Real estate Total attributable<br />

(amounts in euros) loans to Capitalia<br />

at end-period (*)<br />

2 nd half 1999 40,820,295 10,786,190 51,606,485 1,539,469,853<br />

2000 58,759,143 34,392,664 93,151,807 1,412,477,814<br />

2001 48,535,426 28,335,882 76,871,308 1,<strong>31</strong>3,239,898<br />

2002 45,890,552 26,147,943 72,038,495 1,191,003,958<br />

2003 47,960,792 <strong>31</strong>,328,204 79,288,996 1,070,712,900<br />

2004 78,053,948 50,378,646 128,432,594 914,714,204<br />

2005 70,238,195 60,049,854 130,288,049 784,889,070<br />

2006 71,263,786 66,127,007 137,390,793 661,275,129<br />

Total 461,522,137 307,546,390 769,068,527<br />

(*) Estimated realizable value. The figures do not include default interest considered recoverable amounting to €52.4 million at <strong>31</strong> December 2006.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

A total of 39.8% of positions assigned by the Bank<br />

had been closed since the start of the operation.<br />

In the second securitization, the special purpose<br />

vehicle (Trevi Finance 2) acquired bad debts (from Banca<br />

di Roma and Mediocredito di Roma, subsequently<br />

merged into MCC) for a total nominal value of €2,425<br />

million for a price of €1,520 million (of which Capitalia<br />

€1,365 million and MCC €155 million) and other claims<br />

for the purpose of acquiring zero-coupon securities<br />

issued by leading supranational and government bodies<br />

amounting to €98 million at the time of the purchase,<br />

against which it issued the following securities with a total<br />

value of €1,620 million:<br />

TYPE OF SECURITY Issue Maturity Characteristics of issue Nominal value<br />

value<br />

of outstanding securities<br />

(amounts in euros) al <strong>31</strong>.12.2006 (*)<br />

CLASS A (SENIOR) 650,000,000 16-8-2010 euribor 6 m +110 b.p. –<br />

CLASS B (SENIOR) 200,000,000 16-8-2010 euribor 6 m +210 b.p. 21,906,000<br />

CLASS C (MEZZANINE ZERO COUPON) 355,000,000 16-8-2015 zero coupon issued at 35,50%<br />

of maturity value (1,000,000,000) 558,300,275<br />

CLASS D (JUNIOR) 414,378,178 16-8-2026 3,00% annual 414,378,178<br />

Total 1,619,378,178 994,584,453<br />

(*) Senior A security has been completely repaid. The figure for Class B securities relates to 16 February 2007, after the payment date.<br />

Repayment of principal and payment of interest on the C and D classes are subordinated to payment of principal and interest on the immediately higher class, while<br />

both are subordinated to Classes A and B. The principal of Class D is secured by the claim linked to the zero-coupon securities. Class B is only subordinate to Class<br />

A for the repayment of principal, not interest. At <strong>31</strong> December 2006 the Class B security had ratings of A2/A-/AAA from Moody’s Investors Service, Duff & Phelps<br />

Credit Rating and Fitch Ratings Limited, respectively.<br />

The Bank has granted the special purpose vehicle a<br />

credit facility of €380 million (at <strong>31</strong> December 2006<br />

utilization amounted to €219.5 million) to provide<br />

liquidity if collections are lower than the established<br />

minimum amounts. The credit facility is guaranteed by<br />

ABN AMRO for €250 million. At the payment date of 16<br />

February 2007, €63.1 million was repaid.<br />

The interest rate risk is hedged by a swap with ABN<br />

AMRO, which in turn hedged the exposure with a similar<br />

contract with the bank. In other words, the interest rate<br />

risk of the special purpose vehicle is ultimately borne by<br />

the Bank.<br />

As regards the tranche D securities (which the Parent<br />

Company acquired in their entirety with the partial nonproportional<br />

demerger of MCC to Capitalia), the<br />

principal is secured at maturity by the zero-coupon<br />

securities issued by leading international and<br />

government bodies (the value of the securities pledged<br />

as collateral was equal to €143.7 million at <strong>31</strong> December<br />

2006). The guarantees given to the subscribers of Class C<br />

and the credit facility have been valued appropriately. At<br />

<strong>31</strong> December 2006 the Bank had a total of €877.1 million<br />

of these securities in its portfolio of available-for-sale<br />

assets, divided as follows:<br />

Securities Nominal Book<br />

value<br />

value<br />

Class B 2.1 2.1<br />

Class C 1,000.0 599.3<br />

Class D 414.4 275.7<br />

Total 877.1<br />

Collections relating to the portfolios assigned by<br />

Capitalia are shown in the following table:


198 199<br />

Value of receivables<br />

Period Ordinary loans Real estate Total attributable<br />

(amounts in euros) loans to Capitalia<br />

at end-period (*)<br />

2000 24,569,537 53,291,<strong>31</strong>2 77,860,849 1,452,886,491<br />

2001 25,216,115 59,954,814 85,170,929 1,354,940,711<br />

2002 16,996,377 75,260,499 92,256,876 1,247,791,919<br />

2003 16,601,507 73,915,462 90,516,969 1,117,722,749<br />

2004 37,564,<strong>31</strong>2 174,093,390 211,657,702 936,038,098<br />

2005 13,830,706 142,661,513 156,492,219 784,056,915<br />

2006 13,807,209 175,<strong>31</strong>4,913 189,122,122 589,442,019<br />

Total 148,585,763 754,491,903 903,077,666<br />

(*) Estimated realizable value. The figures do not include default interest considered recoverable amounting to €160.9 million at <strong>31</strong> December 2006.<br />

The residual estimated realizable value of the loans in<br />

the portfolio of the special purpose vehicle at <strong>31</strong><br />

December 2006 was equal to €660.1 million, of which<br />

Capitalia €589.5 million and MCC €70.6 million. A total<br />

of 45.2% of positions assigned have been closed since<br />

the start of the operation.<br />

In the third securitization, carried out in May 2001, the<br />

special purpose vehicle (Trevi Finance 3) acquired bad<br />

debts (from Banca di Roma, Mediocredito Centrale and<br />

LeasingRoma) with a total nominal value of €2,745<br />

million for a price of €1,416 million (of which Capitalia<br />

€1,306 million, MCC €73 million and LeasingRoma €37<br />

million) and other claims for the purpose of acquiring<br />

zero-coupon securities issued by leading supranational<br />

and government bodies amounting to €102 million at<br />

the time of the purchase, against which it issued the<br />

following securities with a total value of €1,518 million:<br />

TYPE OF SECURITY Issue Maturity Characteristics of issue Nominal value<br />

value<br />

of outstanding securities<br />

(amounts in euros) al <strong>31</strong>.12.2006 (*)<br />

CLASS A (SENIOR) 600,000,000 16-8-2011 euribor 6 m +95 b.p. 140,454,000<br />

CLASS B (SENIOR) 150,000,000 16-8-2011 euribor 6 m +210 b.p. 150,000,000<br />

CLASS C1 (MEZZANINE ZERO COUPON) 160,000,000 16-8-2016 zero coupon issued at <strong>31</strong>.20%<br />

of maturity value (512,821,000) 245,616,739<br />

CLASS C2 (MEZZANINE ZERO COUPON) 160,000,000 16-8-2016 zero coupon issued at 32%<br />

of maturity value (500,000,000) 243,338,322<br />

CLASSE D (JUNIOR) 448,166,000 16-8-2026 2.75% annual 448,166,000<br />

Total 1,518,166,000 1,227,575,061<br />

(*) The figure for the Senior A Security refers to 16 February 2007, after the payment date.<br />

Repayment of principal and payment of interest on the C1, C2 and D classes are subordinated to payment of principal and interest on the immediately higher<br />

class, while all are subordinate to Classes A and B. The principal of Class D is secured by the claim linked to the zero-coupon securities. Class B is only subordinate<br />

to Class A for the repayment of principal, not interest.<br />

At <strong>31</strong> December 2006 the Class A security had ratings of Aa1/AA/AA from Moody’s Investors Service, Standard & Poor’s and Fitch Ratings Limited, respectively.<br />

At <strong>31</strong> December 2006 the Class B security had ratings of A2/A-/A from Moody’s Investors Service, Standard & Poor’s and Fitch Ratings Limited, respectively.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Classes C1 and C2 were fully subscribed by the bank<br />

and subsequently restructured for disposal. Classes C1<br />

and C2 represent the special purpose vehicle’s<br />

mezzanine debt and as such were structured as 15-year<br />

zero-coupon securities to optimize the vehicle’s cash<br />

flow. The difference between the two tranches is that only<br />

the first may be repaid early in relation to the actual<br />

performance of the underlying credit recoveries. Both are<br />

guaranteed by the bank, but to render them more<br />

attractive to investors, they required restructuring, which<br />

entailed their transformation into securities with floatingrate<br />

coupons. To this end, the securities were assigned to<br />

a specially-established vehicle, Entasi S.r.l., which<br />

financed the purchase by issuing floating-rate notes<br />

paying a semiannual coupon (totaling a nominal €320<br />

million) underwritten by Banca di Roma’s London branch<br />

and subsequently placed with investors (with a current<br />

nominal value of €210.5 million).<br />

Entasi S.r.l. was able to correlate the fixed rate paid on<br />

the C1 and C2 securities with the floating rate on the new<br />

securities by means of a zero-coupon interest rate swap<br />

with the bank. In 2003 it transferred the contract to ABN<br />

AMRO, guaranteeing the latter that it would replace<br />

Entasi in the contract should a trigger event occur.<br />

The Bank has granted a credit facility of €355 million<br />

(at <strong>31</strong> December 2006 utilization, including interest,<br />

amounted to €65.2 million) to Trevi Finance 3 to provide<br />

liquidity if collections are lower than established<br />

minimum amounts. The credit facility is in turn<br />

guaranteed by ABN AMRO for €275 million. At the<br />

payment date of 16 February 2007, €11.8 million was<br />

repaid.<br />

As regards the Class D securities subscribed by the<br />

Bank, the principal is secured at maturity by the zerocoupon<br />

securities issued by leading international and<br />

government bodies (the value of the securities pledged<br />

as collateral was equal to €142.6 million at <strong>31</strong> December<br />

2006). The guarantees given to the subscribers of Classes<br />

C1 and C2 and the credit facility have been valued<br />

appropriately. In this regard, at <strong>31</strong> December 2006,<br />

€236.2 million was allocated to provisions for guarantees<br />

and commitments.<br />

At <strong>31</strong> December 2006, the Bank had a total of €<strong>31</strong>0.8<br />

million of these securities in its AFS portfolio, divided as<br />

follows:<br />

Securities Nominal Book<br />

value<br />

value<br />

Entasi Securities 109.5 115.1<br />

Class D 448.2 195.7<br />

Total <strong>31</strong>0.8<br />

Collections are shown in the following table:<br />

Value of receivables<br />

Period Ordinary loans Real estate Total attributable<br />

(amounts in euros) loans to Capitalia<br />

at end-period (*)<br />

2 nd half 2001 51,716,552 20,117,883 71,834,435 1,470,172,512<br />

2002 58,782,600 <strong>31</strong>,683,036 90,465,636 1,<strong>31</strong>1,632,786<br />

2003 51,006,467 25,380,507 76,386,974 1,191,890,736<br />

2004 56,925,525 52,205,976 109,1<strong>31</strong>,501 1,036,885,076<br />

2005 66,451,847 66,551,230 133,003,077 910,036,130<br />

2006 76,410,689 67,700,404 144,111,093 759,019,693<br />

Total 361,293,680 263,639,036 624,932,716<br />

(*) Estimated realizable value. The figures do not include default interest considered recoverable amounting to €38.2 million at <strong>31</strong> December 2006.


200 201<br />

The residual estimated realizable value of the loans in<br />

the portfolio of the special purpose vehicle at <strong>31</strong><br />

December 2006 was €813.2 million, of which Capitalia<br />

€759 million and MCC €54.2 million.<br />

* * *<br />

The application of IAS/IFRS as of 2005 necessitated a<br />

review of the methodology used until <strong>31</strong> December 2004<br />

for the recognition of the securities in the three Trevi<br />

finance operations under first-time adoption and the<br />

results at <strong>31</strong> December 2005.<br />

As from 2002, these securities have been<br />

measured in accordance with a model that takes<br />

account of their estimated realizable value over time,<br />

which is based on the expected collections on the<br />

portfolio of claims that back the operation. After the<br />

remodulation of the cash flows, the model also<br />

establishes the procedures and timing of the use of<br />

the available funds, in line with the contractuallyagreed<br />

order of priority, for the repayment of the<br />

principal on the various classes of Trevi securities and<br />

for the payment of the relevant interest, the<br />

repayment of expenses, the repayment of the liquidity<br />

facilities used and the related interest. At the date of<br />

the last collection, the shortfall of liabilities not<br />

covered by available resources are determined. The<br />

negative balance is discounted on the basis of market<br />

yield curve at the date of valuation. The amount thus<br />

obtained, net of writedowns of the principal already<br />

carried out (as well as the value of the zero-coupon<br />

bonds held to cover Class D securities valued at<br />

market rates), determines the value of any further<br />

writedowns of securities to be made in the period.<br />

This methodology uses market parameters to<br />

measure the total loss of each of the three Trevi<br />

Finance operations.<br />

In the light of the application of IAS/IFRS, it was<br />

deemed appropriate, in relation to the methodology<br />

used hitherto, to make valuations not only of the total<br />

shortfall for each securitization (and the successive<br />

allocation of the shortfall to individual securities), but also<br />

of the estimated repayment capacity (with a view to<br />

determining the maximum recoverable amount) relating<br />

to each class of securities held by Capitalia.<br />

To this end, without departing from the procedures<br />

mentioned above for the remodulation of the cash flows<br />

and the utilization of available funds in accordance with<br />

the contractually-agreed order of priority, the securities<br />

are valued by:<br />

the quantification of the amounts payable in respect<br />

of principal and interest (on the basis of maximum<br />

recoverable amount) of the securities themselves - as<br />

determined from the valuation model;<br />

the subsequent discounting of the amounts<br />

themselves at the valuation date using market rates.<br />

Amortized cost was determined at the date of<br />

valuation on the basis of the original rates (the expected<br />

internal rate of return for each security at the moment the<br />

security was added to the portfolio).<br />

For the three Trevi operations, Capitalia’s income<br />

statement for 2006 recognizes net writebacks of AFS<br />

securities in the amount of €5.7 million and writedowns<br />

of other financial transactions of €46.6 million.<br />

* * *<br />

At <strong>31</strong> December 2006, Capitalia S.p.A.’s portfolio<br />

included €455.4 million in securities deriving from<br />

securitization operations carried out by third parties, as<br />

shown in the table below:


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Issuer Type of Originator of Quality of Book<br />

(amounts in euros) security the securitization underlying assets value<br />

Islandf2-ICR7 S.p.A. Senior Banco di Sicilia bad debts 21,022<br />

Islandf2-ICR7 S.p.A. Mezzanine Banco di Sicilia bad debts 152,185<br />

Islandf2-ICR7 S.p.A. Mezzanine Banco di Sicilia bad debts 29,833,469<br />

Heliconus s.r.l. Senior FinecoBank performing loans-mortgage loans 15,120,148<br />

F-E Personal loans Mezzanine FinecoBank performing loans-loans backed by salary 1,014,<strong>31</strong>4<br />

Scic Senior Minstries of Productive<br />

Activities and University research receivables-public entities 23,187,074<br />

Vela lease srl Senior Locafit S.p.A. performing loans-leasing receivables 100,244<br />

NPF VI Senior US companies performing loans 83,705<br />

Stanfield CLO Ltd Senior US companies performing loans 37,965<br />

Scip Senior Italian public entities public property 21,698,389<br />

Scip Mezzanine Italian public entities public property 7,732,084<br />

Credico Funding 2 Senior Banche Credito Coop cbo securitization bank bonds 30,088<br />

Pharma Finance srl Senior Comifin S.p.A. performing loans - leasing<br />

and loans to pharmacies 54,158<br />

Intesa BCI Sec N P Senior Banca Intesa performing loans-mortgage loans 16,403<br />

Asset backed european Senior US companies performing loans 504,911<br />

Cordusio Rmbs srl Senior Unicredito Banca S.p.A. performing loans-mortgage loans 200,032<br />

PMI 2 Finance srl Senior Unicredit Banca d’Impresa performing loans - real estate loans 1,265,684<br />

SCCI 08 Senior INPS INPS receivables 12,703,135<br />

SCCI 08 Senior INPS INPS receivables 106,383,832<br />

SCCI 09 Senior INPS INPS receivables 61,998,755<br />

SCCI 10 Senior INPS INPS receivables 106,043,906<br />

SCCI 11 Senior INPS INPS receivables 67,241,198<br />

Total 455,422,701<br />

COLL<strong>AT</strong>ERALIZED BOND OBLIG<strong>AT</strong>ION<br />

In November 1999 the Bank carried out a<br />

collateralized bond obligation (CBO) operation, which<br />

consisted in the assignment of €360.3 million in<br />

securities held in its own portfolio to Caesar Finance S.A.,<br />

a Luxembourg special purpose vehicle. The vehicle<br />

issued senior Class A and junior Class B notes amounting<br />

to €360.3 million, whose characteristics are reported<br />

below:


202 203<br />

CAESAR FINANCE<br />

TYPE OF SECURITY Issue Maturity Characteristics of issue Nominal value<br />

value<br />

of outstanding securities<br />

(amounts in euros) al <strong>31</strong>.12.2006 (*)<br />

CLASS A (SENIOR) 270,000,000 15-11-2018 euribor 3m + 43 b.p. 17,911,800<br />

CLASS B (JUNIOR) 90,329,000 15-11-2018 euribor 3m + 25 b.p. 90,329,000<br />

Total 360,329,000 108,240,800<br />

(*) The figures for the senior A security are at 15 February 2007, after the payment date.<br />

At <strong>31</strong> December the Bank’s portfolio included €78 million in Caesar Finance securities, as follows:<br />

Portfolio Nominal value Book value<br />

Class A senior HFT 1,389,002 1,389,002<br />

Class B junior AFS 90,329,000 76,590,545<br />

Total 77,979,547<br />

The residual value of securities held by the vehicle<br />

amounted to €94.3 million at <strong>31</strong> December 2006.<br />

In May 2000, the Bank carried out a second CBO<br />

operation, which consisted in the assignment of €500<br />

million in securities to Caesar Finance 2000 S.A., a<br />

Luxembourg special purpose vehicle. The vehicle issued<br />

senior Class A and junior Class B notes amounting to<br />

€500 million, whose characteristics are reported below.<br />

CAESAR FINANCE 2000<br />

TYPE OF SECURITY Issue Maturity Characteristics of issue Nominal value<br />

value<br />

of outstanding securities<br />

(amounts in euros) al <strong>31</strong>.12.2006 (*)<br />

CLASS A (SENIOR) 410,000,000 2-3-2010 euribor 3m + 40 b.p. –<br />

CLASS B (MEZZANINE) 39,000,000 2-3-2010 euribor 3m + 85 b.p. 38,376,000<br />

CLASS C (JUNIOR) 51,000,000 2-3-2010 euribor 3m + 150 b.p. 51,000,000<br />

Total 500,000,000 89,376,000<br />

(*) The Senior A security hs been repaid in full; The figures for the B security are at 2 March 2007, after the payment date.<br />

At <strong>31</strong> December 2006 the €16.1 million of Caesar Finance 2000 securities in the bank’s portfolio were divided as<br />

follows<br />

Portfolio Nominal value Book value<br />

Class B mezzanine HFT 5,800,000 5,723,829<br />

Class C junior HFT 46,000,000 10,400,600<br />

Total 16,124,429<br />

The value of the securities remaining in the portfolio of the vehicle came to €58.4 million at <strong>31</strong> December 2006.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Quantitative disclosures<br />

C.1.1 EXPOSURES IN RESPECT OF SECURITIZ<strong>AT</strong>IONS BY QUALITY OF SECURITIZED ASSETS<br />

A. With own underlying assets:<br />

Cash exposures<br />

Senior Mezzanine Junior<br />

Gross Net Gross Net Gross Net<br />

exposure exposure exposure exposure exposure exposure<br />

a) impaired – – 1,263,103 1,263,103 588,228 588,228<br />

b) other 1,389 1,389 120,898 120,898 86,991 86,991<br />

B, With third-party underlying assets:<br />

a) impaired 21 21 118,687 118,687 43,293 43,293<br />

b) other 416,670 416,670 8,746 8,746 – –<br />

(*) Available margins.<br />

C.1.2 EXPOSURES IN RESPECT OF MAIN OWN SECURITIZ<strong>AT</strong>IONS BY TYPE OF SECURITIZED ASSETS AND TYPE OF EXPOSURE<br />

Cash exposures<br />

Senior Mezzanine Junior<br />

Book Writedowns/ Book Writedowns/ Book Writedowns/<br />

value writebacks value writebacks value writebacks<br />

A. Fully derecognized<br />

Trevi Finance SpA/ bad debts – – 465,673 – 160,106 –<br />

Trevi Finance 2 SpA/ bad debts – – 737,296 – 247,616 –<br />

Trevi Finance 3 Srl/ bad debts – – 60,134 – 180,506 –<br />

Caesar Finance S.A./ securities 1,389 – – – 76,590 –<br />

Caesar Finance 2000/ securities – – 5,724 – 10,401 –<br />

Entasi srl / securities – – 115,174 – – –<br />

(*) Available margins.


204 205<br />

Guarantees issued Credit lines (*)<br />

Senior Mezzanine Junior Senior Mezzanine Junior<br />

Gross Net Gross Net Gross Net Gross Net Gross Net Gross Net<br />

exposure exposure exposure exposure exposure exposure exposure exposure exposure exposure exposure exposure<br />

– – 485,413 267,609 – – – – 551,594 551,594 – –<br />

– – – – – – – – – – – –<br />

– – 38,360 20,014 – – – – 38,868 38,868 – –<br />

– – 511,420 511,420 – – – – – – – –<br />

Guarantees issued Credit lines (*)<br />

Senior Mezzanine Junior Senior Mezzanine Junior<br />

Book Writedowns/ Book Writedowns/ Book Writedowns/ Book Writedowns/ Book Writedowns/ Book Writedowns/<br />

value writebacks value writebacks value writebacks value writebacks value writebacks value writebacks<br />

– – 30,000 – – – – – 140,143 – – –<br />

– – – – – – – – 144,165 – – –<br />

– – 237,609 (43,004) – – – – 267,286 – – –<br />

– – – – – – – – – – – –<br />

– – – – – – – – – – – –<br />

– – – – – – – – – – – –


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

C.1.3 EXPOSURES IN RESPECT OF MAIN THIRD-PARTY SECURITIZ<strong>AT</strong>IONS BY TYPE OF<br />

ECURITIZED ASSETS AND TYPE OF EXPOSURE<br />

Cash exposures<br />

Senior Mezzanine Junior<br />

Book Writedowns/ Book Writedowns/ Book Writedowns/<br />

value writebacks value writebacks value writebacks<br />

Trevi Finance 2 SpA/bad debts – – 83,636 – 28,089 –<br />

Trevi Finance 3 Srl/ bad debts – – 5,065 – 15,204 –<br />

Island Finance 2 ICR7/ bad debts 21 – 29,986 – – –<br />

Heliconus / loans 15,120 – – – – –<br />

SCIC srl /research receivables<br />

public entities 23,187 – – – – –<br />

NPF VI / other 84 – – – – –<br />

Stanfield clo ltd./ other 38 – – – – –<br />

Credito Funding 2 srl/ other 30 – – – – –<br />

SCIP srl / property 21,699 – 7,732 – – –<br />

Pharma Finance srl/leasing and loans 54 – – – – –<br />

Intesa BCI SEC NPL S/loans 16 – – – – –<br />

Asset Backed Europea/other assets 505 – – – – –<br />

Cordusio rmbs srl/loans 200 – – – – –<br />

Vela Lease srl/leasing 100 – – – – –<br />

PMI 2 FINANCE srl/loans to SMEs 1,266 – – – – –<br />

SCCI08/INPS receivables 12,703 – – – – –<br />

SCCI08/INPS receivables 106,384 – – – – –<br />

SCCI09/INPS receivables 61,999 – – – – –<br />

SCCI10/INPS receivables 106,044 – – – – –<br />

SCCI11/INPS receivables 67,241 – – – – –<br />

F-E Gold srl/leasing – – – – – –<br />

F-E Personal loans/loans<br />

backed by salaries – – 1,014 – – –<br />

F-E Mortgages/loans – – – – – –<br />

F-E Green/leasing – – – – – –<br />

F-E Blue/leasing – – – – – –<br />

Velites/loans – – – – – –<br />

Garda 1/loans – – – – – –


206 207<br />

Guarantees issued<br />

Credit lines<br />

Senior Mezzanine Junior Senior Mezzanine Junior<br />

Book Writedowns/ Book Writedowns/ Book Writedowns/ Book Writedowns/ Book Writedowns/ Book Writedowns/<br />

value writebacks value writebacks value writebacks value writebacks value writebacks value writebacks<br />

– – – – – – – – 16,354 – – –<br />

– – 20,014 (3,622) – – – – 22,514 – – –<br />

– – – – – – – – – – – –<br />

– – 22,220 – – – – – – – – –<br />

– – – – – – – – – – – –<br />

– – – – – – – – – – – –<br />

– – – – – – – – – – – –<br />

– – – – – – – – – – – –<br />

– – – – – – – – – – – –<br />

– – – – – – – – – – – –<br />

– – – – – – – – – – – –<br />

– – – – – – – – – – – –<br />

– – – – – – – – – – – –<br />

– – – – – – – – – – – –<br />

– – – – – – – – – – – –<br />

– – – – – – – – – – – –<br />

– – – – – – – – – – – –<br />

– – – – – – – – – – – –<br />

– – – – – – – – – – – –<br />

– – – – – – – – – – – –<br />

– – 210,000 – – – – – – – – –<br />

– – 55,000 – – – – – – – – –<br />

– – 115,000 – – – – – – – – –<br />

– – 58,500 – – – – – – – – –<br />

– – 30,700 – – – – – – – – –<br />

– – 5,000 – – – – – – – – –<br />

– – 15,000 – – – – – – – – –


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

C.1.4 EXPOSURES IN RESPECT OF SECURITIZ<strong>AT</strong>IONS BY PORTFOLIO OF FINANCIAL ASSETS AND TYPE<br />

Financial Financial Available- Held-to- Loans Total 2006 Total 2005<br />

assets held assets for-sale maturity<br />

for trading at fair value financial financial<br />

assets<br />

assets<br />

1. Cash exposure 427,852 – 1,672,594 – 547,580 2,648,026 2,490,500<br />

senior 402,922 – 15,158 – – 418,080 160,569<br />

mezzanine 14,529 – 949,325 – 547,580 1,511,434 1,568,055<br />

junior 10,401 – 708,111 – – 718,512 761,876<br />

2. Off-balance-sheet<br />

exposure – – – – – 1,389,505 875,765<br />

senior – – – – – – –<br />

mezzanine – – – – – 1,389,505 875,765<br />

junior – – – – – – –


208 209<br />

C.1.5 TOTAL AMOUNT OF SECURITIZED ASSETS UNDERLYING JUNIOR SECURITIES OR OTHER FORMS<br />

OF CREDIT SUPPORT<br />

traditional securitizations<br />

synthetic securitizations<br />

A. Own underlying assets 2,150,999 –<br />

A.1 Fully derecognized 2,150,999 –<br />

1 Bad debts 2,004,118 x<br />

2 Substandard loans – x<br />

3 Restructured positions – x<br />

4 Past due positions –<br />

5 Other assets 146,881 x<br />

A.2 Partially derecognized – –<br />

1 Bad debts – x<br />

2 Substandard loans – x<br />

3 Restructured positions – x<br />

4 Past due positions – x<br />

5 Other assets – x<br />

A.3 Not derecognized – –<br />

1 Bad debts – –<br />

2 Substandard loans – –<br />

3 Restructured positions – –<br />

4 Past due positions – –<br />

5 Other assets – –<br />

B. Third-party underlying assets 130,423 –<br />

B.1 Bad debts 130,423 –<br />

B.2 Substandard loans – –<br />

B.3 Restructured positions – –<br />

B.4 Past due positions – –<br />

B.5 Other assets – –<br />

C.1.6 HOLDINGS IN SPECIAL PURPOSE VEHICLES<br />

Name Registered office % holding<br />

Trevi Finance S.p.A. Conegliano (Treviso) 60,00<br />

Trevi Finance n. 2 S.p.A. Conegliano (Treviso) 60,00<br />

Trevi Finance n. 3 Srl Conegliano (Treviso) 60,00<br />

Entasi Srl Rome 100,00<br />

Eurofinance 2000 Srl Rome 98,97


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

C.1.7 SERVICER ACTIVITIES - COLLECTIONS ON SECURITIZED ASSETS AND REDEMPTION<br />

OF SECURITIES ISSUED BY VEHICLE<br />

Securitized assets (end-period figure)<br />

Collections in the year<br />

Vehicle Impaired Performing Impaired Performing<br />

Trevi Finance S.p.A. 661,275 – 137,391 –<br />

Trevi Finance 2 S.p.A. 660,057 – 207,561 –<br />

Trevi Finance 3 S.r.l. 813,209 – 163,241 –<br />

C.2 ASSIGNMENTS<br />

C.2.1 FINANCIAL ASSETS ASSIGNED BUT NOT DERECOGNIZED<br />

Financial assets Financial assets Financial assets<br />

held for trading designated at fair value available for sale<br />

A B C A B C A B C<br />

a. Non-derivative assets 1,126,396 – – – – – 1,006,551 – –<br />

1. Debt securities 1,126,396 – – – – – 1,006,551 – –<br />

2. Equity securities – – – – – – – – –<br />

3. Units in collective<br />

investment undertakings – – – – – – – – –<br />

4. Loans – – – – – – – – –<br />

5. Impaired assets – – – – – – – – –<br />

b. Derivatives – – – X X X X X X<br />

Total 1,126,396 – – – – – 1,006,551 – –<br />

Total 2005 4,699,872 – – – – – 463,029 – –<br />

A = Assigned financial assets fully recognized (book value);<br />

B = Assigned financial assets partially recognized (book value);<br />

C = Assigned financial assets partially recognized (full value).


210 211<br />

% of securities redeemed (end-period figure)<br />

Senior Mezzanine Junior<br />

impaired assets Performing assets impaired assets Performing assets impaired assets Performing assets<br />

100% 0% 17,3% 0% 0% 0%<br />

100% 0% 32,1% 0% 0% 0%<br />

76,6% 0% 0,0% 0% 0% 0%<br />

Held-to-maturity Loans to banks Loans to customers<br />

financial assets Total Total<br />

A B C A B C A B C 2006 2005<br />

446,674 – – 19,539 – – – – – 2,599,160 5,399,399<br />

446,674 – – 19,539 – – – – – 2,599,160 5,399,399<br />

X X X X X X X X X – –<br />

X X X X X X X X X – –<br />

– – – – – – – – – – –<br />

– – – – – – – – – – –<br />

X X X X X X X X X – –<br />

446,674 – – 19,539 – – – – – 2,599,160 5,399,399<br />

236,498 – – – – – – – – 5,399,399


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

C.2.2 FINANCIAL LIABILITIES IN RESPECT OF FINANCIAL ASSETS ASSIGNED BUT NOT DERECOGNIZED<br />

Financial Financial assets Financial assets Financial assets Loans Loans Total<br />

assets held designated available held to to banks to customers<br />

for trading at fair value for sale maturity<br />

1. Due to customers 17,241 – – – – – 17,241<br />

a) in respect of assets<br />

fully recognized 17,241 – – – – – 17,241<br />

b) in respect of assets<br />

partially recognized –<br />

2. Due to banks 1,109,155 – 1,006,551 446,674 19,539 – 2,581,919<br />

a) in respect of assets<br />

fully recognized 1,109,155 – 1,006,551 446,674 19,539 – 2,581,919<br />

b) in respect of assets<br />

partially recognized – – – – – –<br />

Total 1,126,396 – 1,006,551 446,674 19,539 – 2,599,160


212 213<br />

D. MODELS FOR MEASURING CREDIT RISK<br />

D.1. CREDIT RISK MEASUREMENT – TRADING PORTFOLIO<br />

To measure and monitor the risk implicit in the<br />

management of the portfolio of assets held for trading,<br />

Capitalia has developed a portfolio credit risk engine<br />

with which it can gauge economic capital absorbed<br />

(Credit VaR). Default probabilities are taken from external<br />

sources.<br />

The exposure and loss indicators produced by the<br />

model (present value, actual exposure, total exposure,<br />

mean loss, annual credit VaR, marginal VaR, marginal VaR %)<br />

are described in detail in the relevant section of the notes<br />

to the financial statements.<br />

At <strong>31</strong> December 2006, the Credit VaR of the trading<br />

portfolio amounted to around €20 million on an annual<br />

basis, equal to about 0.85% of the average exposure,<br />

sharply down with respect to the value registered at <strong>31</strong><br />

December 2005 (around €70 million on an annual<br />

basis).<br />

D.2. CREDIT RISK MEASUREMENT – BANKING BOOK<br />

The <strong>Group</strong>’s portfolio model for measuring credit risk<br />

considers only performing loans: since the customer<br />

segment of Capitalia S.p.A.’s banking book is primarily<br />

composed of bad debts, the use of the model is not<br />

considered significant.<br />

Section 2 – MARKET RISKS<br />

Finance activities are largely centralized at the Parent<br />

Company. One of the main objectives of these activities,<br />

as described in the relevant section of the notes to the<br />

consolidated financial statements, is the management of<br />

its own portfolio, trading in financial instruments and<br />

value creation through the structuring, pricing and<br />

management of products for the <strong>Group</strong>’s customers.<br />

The main instruments used to manage the trading<br />

book are securities (equities and bonds) and derivatives<br />

on interest rates, indices and individual underlyings and<br />

exchange rates.<br />

In accordance with the guidelines on risk, the<br />

management of Capitalia’s proprietary securities<br />

portfolio takes an integrated approach, not only on the<br />

basis of careful analysis of the risks associated with<br />

individual strategies but also from an overall portfolio<br />

standpoint: special attention is devoted to the correlation<br />

between the markets in which operations are<br />

concentrated (the government and corporate bond<br />

markets and equity markets). From an operational point<br />

of view, risk is contained by optimizing the risk/return<br />

profile of directional positions.<br />

In line with the current structure of trading limits,<br />

market risks are measured and monitored for the entire<br />

trading book handled by the Finance Area, which<br />

includes positions in the proprietary trading book and<br />

those taken on as part of intermediation activity.<br />

Market risks are measured daily using VaR<br />

methodologies. The computational method uses Monte<br />

Carlo simulation, in which the maximum potential loss for<br />

each risk factor and the aggregate is determined (VaR) for<br />

a holding period of one year and a 99% confidence level.<br />

In order to assess the impact of extreme events, VaR has<br />

been supplemented by expected shortfall, which assesses<br />

losses in the case of events whose probability of<br />

occurrence is less than 1%. The performance of the model<br />

is evaluated by means of regular back-testing. The impact<br />

of extreme movements in risk factors on the Bank’s<br />

portfolios is simulated by means of daily stress-testing.<br />

As part of the measurement and monitoring of risks<br />

carried out on the Finance Area’s activity, risk indicators


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

are calculated and reported to the heads of the various<br />

units concerned on a daily basis and used to mange risks.<br />

Since 2003, operational ceilings for VaR have been used<br />

for the Finance Area’s trading book. Compliance with the<br />

limits is monitored daily.<br />

The net VaR of Capitalia’s trading book at <strong>31</strong><br />

December 2006 amounted to around €6.5 million, down<br />

with respect to <strong>31</strong> December 2005 (€9 million). The<br />

average daily VaR for 2006 was about €10 million. The<br />

following chart shows developments in VaR in 2006:<br />

DEVELOPMENTS IN NET VAR FOR THE TRADING BOOK<br />

20<br />

15<br />

10<br />

5<br />

–<br />

Dec-05 Jan-06 Feb-06 Mar-06 Apr-06 May-06 Jun-06 Jul-06 Aug-06 Sep-06 Oct-06 Nov-06 Dec-06<br />

The risk factor making the largest contribution to VaR<br />

is the performance of equity markets.<br />

The following table summarizes VaR in 2006 for<br />

Capitalia’s trading portfolio:<br />

HOLDING PERIOD 1 DAY, CONFIDENCE LEVEL 99% (MILLIONS OF EUROS)<br />

VaR Min VaR Max Average VaR<br />

Held for trading portfolio 6.4 15 10<br />

(on 30-11-2006) on 13-03-2006)<br />

To assess the impact of extreme movements of risk<br />

factors, the portfolio is subjected to daily revaluation<br />

based partly on historical events (Russia 1998, USA 1987,<br />

11 September 2001) and partly on sensitivity scenarios.<br />

More specifically, with reference to the historical<br />

scenarios, at <strong>31</strong> December 2006 a crisis such as that in<br />

the US markets in 1987 and 1998 or at the time of the<br />

attacks on the World Trade Center would have produced<br />

losses of €55 million, €44 million and €40 million<br />

respectively. Again with reference to <strong>31</strong> December 2006,<br />

the most significant sensitivity scenarios regard rapid and<br />

substantial changes in equity risk factors. Specifically, a<br />

10% variation in the value of the equities to which the<br />

portfolio is exposed and no corresponding change in the<br />

indices used as hedges would be accompanied by a loss<br />

of about €49 million. As regards sensitivity scenarios<br />

involving interest rate risk, in the most significant scenario


214 215<br />

at <strong>31</strong> December 2006 a parallel negative shift of 100<br />

basis points in all the swap nodes of the euro yield curve<br />

at maturities beyond one year would have resulted in a<br />

loss of about €36 million.<br />

2.1 INTEREST R<strong>AT</strong>E RISK – SUPERVISORY TRADING<br />

PORTFOLIO<br />

An interest rate VaR indicator is generated daily to<br />

measure the maximum potential loss that could be<br />

caused by adverse changes in the yield curve and the<br />

related volatility. In order to determine this indicator, in<br />

line with the Finance Area’s current operations, the yield<br />

curves where the portfolio’s exposure is concentrated<br />

have been identified.<br />

Qualitative disclosures<br />

A. OVERVIEW<br />

Investment guidelines are primarily established on the<br />

basis of assessments of macroeconomic variables or<br />

fundamentals. This is reflected in risk positions that take<br />

account of:<br />

the steepening or flattening of the yield curve in<br />

relation to the various phases of the business cycle and<br />

the monetary policy cycle;<br />

the widening or narrowing of interest rate spreads<br />

between countries in relation to non-synchronous phases<br />

of the business cycle;<br />

the changes in inflation expectations.<br />

Risk management is optimized through the use of<br />

derivatives.<br />

Interest rate risk is subject to specific operational<br />

limits, which are monitored on a daily basis.<br />

B. MANAGEMENT AND MEASUREMENT OF INTEREST<br />

R<strong>AT</strong>E RISK<br />

As noted, Capitalia measures and monitors the<br />

market risks taken on in the management of the trading<br />

portfolio by applying an internal VaR model.<br />

Using market prices for the curve notes, the volatility<br />

and correlation parameters for each risk factor are<br />

estimated. The process then generates scenarios on the<br />

basis of the selected model (for example, the form of the<br />

distribution of risk factors). In particular, it is assumed that<br />

the various risk factors have a normal Gaussian distribution<br />

and, using this assumption, new values for each risk factor<br />

are generated for each of the scenarios that are generated.<br />

For each scenario, the values of the financial<br />

instruments in the portfolio are adjusted using specific<br />

pricing formulas, which produces the frequency distribution<br />

of yields. The value of the risk indicator is generated by<br />

ordering the values thus obtained from worst to best and<br />

truncating the distribution at the desired percentile.<br />

The impact of extreme movements in risk factors is<br />

assessed by using sensitivity scenarios that on a daily<br />

basis estimate the effect of rapid and substantial changes<br />

in interest rate risk factors monitored within the risk<br />

management system developed by the Bank.<br />

Quantitative disclosures<br />

1 SUPERVISORY TRADING BOOK: DISTRIBUTION BY<br />

RESIDUAL M<strong>AT</strong>URITY (REPRICING D<strong>AT</strong>E) OF ON-BALANCE-<br />

SHEET FINANCIAL ASSETS AND LIABILITIES AND<br />

FINANCIAL DERIV<strong>AT</strong>IVES<br />

As permitted by Bank of Italy Circular 262 of 22<br />

December 2005, this table is not prepared as an analysis<br />

of sensitivity to interest rate risk is provided in point 2<br />

below.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

2. SUPERVISORY TRADING BOOK: INTERNAL MODELS AND OTHER SENSITIVITY ANALYSIS METHODOLOGIES<br />

In 2006 the average daily Interest Rate VaR of the trading book was about €1 million.<br />

The following table summarizes Interest Rate VaR in 2006 for Capitalia’s trading book:<br />

HOLDING PERIOD 1 DAY, CONFIDENCE LEVEL 99% (MILLIONS OF EUROS)<br />

IR VaR Min IR VaR Max Average IR VaR<br />

Held for trading portfolio 0.3 2 1<br />

(on 29-9-2006) (on 10-01-2006)<br />

The following chart shows developments in Interest Rate VaR in 2006 for the trading book.<br />

DEVELOPMENTS IN INTEREST R<strong>AT</strong>E VAR<br />

6.00<br />

5.00<br />

4.00<br />

3.00<br />

2.00<br />

1.00<br />

–<br />

Jan-06 Feb-06 Mar-06 Apr-06 May-06 Jun-06 Jul-06 Aug-06 Sep-06 Oct-06 Nov-06 Dec-06<br />

2.2 INTEREST R<strong>AT</strong>E RISK – BANKING BOOK<br />

Qualitative disclosures<br />

For a description of the model, please see the notes<br />

to the consolidated financial statements.<br />

A. OVERVIEW, MANAGEMENT AND MEASUREMENT OF<br />

INTEREST R<strong>AT</strong>E RISK<br />

To measure and monitor the interest rate risk at both<br />

an individual and consolidated level, Capitalia, working in<br />

cooperation with the main companies of the <strong>Group</strong>,<br />

developed an ALM system that can deliver monthly<br />

assessments of the impact that changes in the yield curve<br />

have on the entire balance sheet, in terms of the value of<br />

capital and net interest income.<br />

B. FAIR VALUE HEDGES<br />

In compliance with IASs/IFRSs, fair value hedges are<br />

used to cover interest rate risk on specific exposures.<br />

In particular, at <strong>31</strong> December 2006 the Bank held<br />

interest rate swaps and cross currency interest rate<br />

swaps as hedges for individual bond issues in euros and<br />

other currencies, respectively. A specific hedge using<br />

another interest rate swap is also in place for a loan<br />

position.


216 217<br />

The hedges therefore refer to the risk of changes in<br />

fair value caused by changes in the yield curve for eurodenominated<br />

bonds and changes in interest and<br />

exchange rates for bonds in other currencies.<br />

Quantitative disclosures<br />

1 BANKING BOOK: DISTRIBUTION BY RESIDUAL<br />

M<strong>AT</strong>URITY (REPRICING D<strong>AT</strong>E) OF FINANCIAL ASSETS<br />

AND LIABILITIES S<br />

C. CASH FLOW HEDGES<br />

There are currently no cash flow hedges in place.<br />

As permitted by Bank of Italy Circular 262 of 22<br />

December 2005, this table is not prepared as an analysis of<br />

sensitivity to interest rate risk is provided in point 2 below.<br />

2. BANKING BOOK: INTERNAL MODELS AND OTHER SENSITIVITY ANALYSIS METHODOLOGIES<br />

The following table reports the outcome of the analyses performed for <strong>31</strong> December 2006.<br />

INTEREST R<strong>AT</strong>E RISK INDIC<strong>AT</strong>ORS<br />

Impact Impact on net IR VaR EaR VaR<br />

Values at <strong>31</strong> December 2006 on value interest income<br />

in millions of euros (Shock + 1%) (Shock + 1%)<br />

Capitalia S.p.A. 103 –21 30 13<br />

An analysis of the sensitivity of net interest income to<br />

a shift of 100 basis points in the euro yield curve shows<br />

an impact of -€21 million at <strong>31</strong> December 2006.<br />

Assuming stochastic variations in the yield curve EaR<br />

(earnings at risk) came to +13 million.<br />

2.3 PRICE RISK – SUPERVISORY TRADING PORTFOLIO<br />

Qualitative disclosures<br />

A. OVERVIEW<br />

An analysis of the sensitivity of shareholders’ equity to<br />

a shift of 100 basis points in the euro interest rate curve<br />

shows an impact of €103 million at <strong>31</strong> December 2006,<br />

equal to 0.98% of the individual shareholders’ equity of<br />

Capitalia.<br />

The interest rate VaR for Capitalia amounts to around<br />

€30 million, equal to around 0.28% of shareholders’<br />

equity.<br />

The structure of the equity component of the trading<br />

portfolio changed over the course of 2006 in relation to<br />

developments in the management of a number of<br />

strategic positions.<br />

In order to optimize and limit the risk profile, the<br />

sectoral allocation of the portfolio remained substantially<br />

diversified on the basis of the composition of the main<br />

benchmark indices.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

In general, primarily long cash positions or options on<br />

individual stocks are covered by short positions on<br />

indices.<br />

B. MANAGEMENT AND MEASUREMENT OF PRICE RISK<br />

As noted above, a VaR model developed by the Bank<br />

is used to measure and monitor the market risks taken on<br />

in the management of the Bank’s trading portfolio.<br />

An equity VaR is generated daily to measure the<br />

maximum potential loss that could result from adverse<br />

shifts in stock prices/indices and the related volatility. In<br />

order to determine this indicator, in line with the Finance<br />

Area’s current operations, the yield curves where the<br />

portfolio’s exposure is concentrated have been<br />

identified.<br />

Using market prices for the risk factors, the<br />

volatility and correlation parameters are estimated.<br />

The process then generates scenarios on the basis of<br />

the selected model (for example, the form of the<br />

distribution of risk factors). In particular, it is assumed<br />

that the various risk factors have a normal Gaussian<br />

distribution and, using this assumption, new values for<br />

each risk factor are generated for each of the scenarios<br />

that are generated.<br />

For each scenario, the values of the financial<br />

instruments in the portfolio are adjusted using specific<br />

pricing formulas, which produces the frequency<br />

distribution of yields. The value of the risk indicator is<br />

generated by ordering the values thus obtained from<br />

worst to best and truncating the distribution at the<br />

desired percentile.<br />

The impact of extreme movements in risk factors is<br />

assessed by using sensitivity scenarios that on a daily<br />

basis estimate the effect of rapid and substantial changes<br />

in interest rate risk factors monitored within the risk<br />

management system developed by the Bank.


218 219<br />

Quantitative disclosures<br />

1. SUPERVISORY TRADING BOOK: CASH EXPOSURES IN EQUITY INSTRUMENTS AND UNITS OF COLLECTIVE<br />

INVESTMENT UNDERTAKINGS<br />

Book value<br />

Listed<br />

Unlisted<br />

A. Equity securities 820,956 –<br />

A.1 Shares 820,956 –<br />

A.2 Innovative capital instruments – –<br />

A.3 Other equities – –<br />

B. Units in collective investment undertakings 67,525 614,593<br />

B.1 Italian 1,437 614,593<br />

– harmonized open – 579,219<br />

– non harmonized open – –<br />

– closed 1,437 –<br />

– restricted – –<br />

– speculative – 35,374<br />

B.2 Other EU 66,088 –<br />

– harmonized 66,088 –<br />

– non harmonized open – –<br />

– non harmonized closed – –<br />

B.3 Non–EU – –<br />

– open – –<br />

– closed – –<br />

Total 888,481 614,593


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

2. SUPERVISORY TRADING BOOK: DISTRIBUTION OF<br />

EXPOSURES IN EQUITIES AND EQUITY INDICES BY MAIN<br />

COUNTRY OF LISTING<br />

As permitted by Bank of Italy Circular 262 of 22<br />

December 2005, this table is not prepared as an analysis<br />

of sensitivity to interest rate risk is provided in point 3<br />

below.<br />

3. SUPERVISORY TRADING BOOK: INTERNAL<br />

MODELS AND OTHER SENSITIVITY ANALYSIS<br />

METHODOLOGIES<br />

The average daily Equity VaR of the supervisory trading<br />

book at <strong>31</strong> December 2006 was about €9.5 million.<br />

The following table summarizes Equity VaR in 2006 for<br />

Capitalia’s trading book:<br />

HOLDING PERIOD 1 DAY, CONFIDENCE LEVEL 99% (MILLIONS OF EUROS)<br />

EQ VaR Min EQ VaR Max Average EQ VaR<br />

Held for trading portfolio 6.1 15 9.5<br />

(on 05-12-2006) (on 10-03-2006)<br />

The following chart shows developments in Equity VaR in 2006 for the trading book:<br />

DEVELOPMENTS IN EQUITY VAR<br />

20,000,000<br />

15,000,000<br />

10,000,000<br />

5,000,000<br />

0<br />

Jan-06 Feb-06 Mar-06 Apr-06 May-06 Jun-06 Jul-06 Aug-06 Sep-06 Oct-06 Nov-06 Dec-06


220 221<br />

2.4 PRICE RISK – BANKING BOOK<br />

Qualitative disclosures<br />

A. OVERVIEW, MANAGEMENT AND MEASUREMENT OF<br />

PRICE RISK<br />

As described in the notes to the consolidated<br />

financial statements, price risk for the <strong>Group</strong>’s banking<br />

portfolio is mainly concentrated within the available-forsale<br />

portfolio.<br />

The measurement and monitoring of the risk<br />

absorbed by the portfolio is done using the same<br />

instruments that were developed for the trading<br />

portfolio.<br />

The resulting VaR and sensitivity measurements are<br />

periodically reported to Capitalia’s Risk and ALM<br />

Committee.<br />

B. PRICE RISK HEDGES<br />

In 2006, no hedges were made against price risk in<br />

the banking book.<br />

Quantitative disclosures<br />

1. BANKING BOOK: CASH EXPOSURES IN EQUITY SECURITIES AND UNITS OF COLLECTIVE INVESTMENT UNDERTAKING<br />

Book value<br />

Listed<br />

Unlisted<br />

A. Equity securities 421,922 12,539,357<br />

A.1 Shares 421,922 12,498,944<br />

A.2 Innovative capital instruments – 625<br />

A.3 Other equities – 39,788<br />

B. Units in collective investment undertakings 19,048 28,988<br />

B.1 Italian 19,048 28,988<br />

– harmonized open – –<br />

– non harmonized open – –<br />

– closed 19,048 13,758<br />

– restricted – –<br />

– speculative – 15,230<br />

B.2 Other EU – –<br />

– harmonized – –<br />

– non harmonized open – –<br />

– non harmonized closed – –<br />

B.2 Non-EU – –<br />

– open – –<br />

– closed – –<br />

Total 440,970 12,568,345


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

2. BANKING BOOK: INTERNAL MODELS AND OTHER<br />

SENSITIVITY ANALYSIS METHODOLOGIES<br />

At <strong>31</strong> December 2006, the daily Equity VaR of the<br />

available-for-sale portfolio was about €10 million.<br />

Exchange rate hedging activities are conducted with<br />

a view to ensuring that the positions at the <strong>Group</strong> level<br />

essentially balance out.<br />

Exchange rate risk is subject to specific operational<br />

limits, which are monitored on a daily basis.<br />

2.5 EXCHANGE R<strong>AT</strong>E RISK<br />

Qualitative disclosures<br />

A. OVERVIEW, MANAGEMENT AND MEASUREMENT OF<br />

EXCHANGE R<strong>AT</strong>E RISK<br />

The Parent Company’s Market Making Unit exercises<br />

centralized control over exchange rate risk management<br />

for the entire <strong>Group</strong> with real time visibility of all the<br />

exchange rate risk positions of <strong>Group</strong> banks. It can<br />

respond to overall imbalances by managing exchange<br />

rate risk through appropriate hedging activities in<br />

international markets.<br />

In order to measure and monitor the exchange rate<br />

risk profile at the individual and consolidated levels,<br />

Capitalia Holding developed an internal measurement<br />

model that enables monthly calculation of the impact of<br />

changes in exchange rates on the entire balance sheet,<br />

expressed in terms of changes the economic value of<br />

capital. An estimate is made of the impact on balance<br />

sheet items using the FX VaR obtained with a Monte<br />

Carlo method with 1-month time horizon. The project<br />

was completed for the positions of Capitalia S.p.A. Banca<br />

di Roma (except for foreign branches), Banco di Sicilia,<br />

Bipop Carire, FinecoBank, Fineco Finance and MCC.<br />

B. EXCHANGE R<strong>AT</strong>E HEDGES<br />

The Finance Area carries out market-making activities<br />

not only for exchange rates (spot and forward) but also<br />

for exchange rate derivatives on behalf of <strong>Group</strong><br />

customers. The level of risk associated with these<br />

operations was kept very low through 2006.<br />

Hedging of exchange rate risks is carried out<br />

specifically, in compliance with the IAS/IFRS rules<br />

governing fair value hedges. At <strong>31</strong> December 2006, the<br />

Parent Company had foreign currency swaps hedging<br />

individual foreign currency deposits (USD).


222 223<br />

Quantitative disclosures<br />

1. DISTRIBUTION BY CURRENCY OF ASSETS AND LIABILITIES AND DERIV<strong>AT</strong>IVES<br />

US dollar Pound sterling Yen Canadian dollar Swiss francs Other<br />

A. Financial assets 1,973,2<strong>31</strong> 181,751 134,166 17,902 176,057 191,141<br />

A.1 Debt securities 1.914 4 – – 13 16<br />

A.2 Equity securities 56,912 91 – – – 139,002<br />

A.3 Loans to banks 1,914,405 181,656 134,166 17,902 176,044 52,123<br />

A.4 Loans to customers – – – – – –<br />

A.5 Other financial<br />

assets – – – – – –<br />

B. Other assets 943 463 – 8 – 396<br />

C. Financial liabilities 3,178,554 200,598 96,481 19,218 – 106,981<br />

C.1 Due to banks 2,901,520 141,035 96,481 19,218 159,711 51,914<br />

C.2 Due to customers 254 – – – 799<br />

C.3 Debt securities 276,780 59,563 – – – 54,268<br />

D. Other liabilities 23,536 1,149 <strong>31</strong> 41 320 367<br />

E. Financial derivatives<br />

– Options 554,598 81,943 14,707 – 23 36,698<br />

+ long positions 151,530 8,880 659 – – 18,349<br />

+ short positions 403,068 73,063 14,048 – 23 18,349<br />

– Other derivatives 24,469,492 502,437 505,195 43,738 67,366 118,849<br />

+ long positions 12,982,752 261,750 240,763 28,116 28,656 86,636<br />

+ short positions 11,486,740 240,687 264,432 15,622 38,710 32,213<br />

Total assets 15,108,456 452,844 375,588 46,026 204,713 296,522<br />

Total liabilities 15,091,898 515,497 374,992 34,881 198,764 157,910<br />

Difference (+/– ) 16,558 (62,653) 596 11,145 5,949 138,612<br />

2. INTERNAL MODELS AND OTHER SENSITIVITY ANALYSIS METHODOLOGIES<br />

The exchange rate risk profile of Capitalia S.p.A. is limited. At <strong>31</strong> December 2006 the monthly FX VaR was about €7<br />

million.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

2.6 DERIV<strong>AT</strong>IVES<br />

A. FINANCIAL DERIV<strong>AT</strong>IVES<br />

A.1 SUPERVISORY TRADING BOOK: END-PERIOD AND AVERAGE NOTIONAL AMOUNTS<br />

Debt securities and interest rates<br />

Equity securities and equity indices<br />

Listed Unlisted Listed Unlisted<br />

1. Forward rate agreement – 1,259,667 – –<br />

2. Interest rate swaps – 209,433,461 – –<br />

3. Domestic currency swaps – – – –<br />

4. Currency IRS – – – –<br />

5. Basis swap – 3,035,268 – –<br />

6. Equity index swaps – – – –<br />

7. Real index swaps – – – –<br />

8. Futures 188,300 – 342,8<strong>31</strong> –<br />

9. Cap options – 28,763,040 – –<br />

– purchased – 11,986,398 – –<br />

– issued – 16,776,642 – –<br />

10. Floor options – 10,161,155 – –<br />

– purchased – 3,407,952 – –<br />

– issued – 6,753,203 – –<br />

11. Other options – 1,965,222 1,597,770 <strong>31</strong>,815,029<br />

– purchased – 1,068,534 1,086,822 15,782,755<br />

– plain vanilla – 1,068,534 1,086,822 15,782,755<br />

– exotic – – – –<br />

– issued – 896,688 510,948 16,032,274<br />

– plain vanilla – 896,688 510,948 16,032,274<br />

– exotic – – – –<br />

12. Forward contracts 2,293,461 4,226 3,448 –<br />

– purchases 1,042,418 3,544 887 –<br />

– sales 1,251,043 682 2,561 –<br />

– foreign currency vs.<br />

foreign currency – – – –<br />

13. Other derivatives contracts – 1,105,865 – 875,998<br />

Total 2,481,761 255,727,904 1,944,049 32,691,027<br />

Average amounts 2,665,603 226,613,568 2,491,811 26,696,645<br />

The trading book includes options embedded in bonds as they are treated for management purposes as trading derivatives.<br />

In 2005 these options were classified as other derivatives banking book (tab. A.2.2).


224 225<br />

Exchange rates and gold Other assets Total 2006 Total 2005<br />

Listed Unlisted Listed Unlisted Listed Unlisted Listed Unlisted<br />

– – – – – 1,259,667 – 1,200,000<br />

– – – – – 209,433,461 – 126,740,144<br />

– 121,043 – – – 121,043 – 128,557<br />

– 123,522 – – – 123,522 – 92,9<strong>31</strong><br />

– – – – – 3,035,268 – 3,155,487<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – 5<strong>31</strong>,1<strong>31</strong> – 1,018,333 –<br />

– – – – – 28,763,040 – 21,864,<strong>31</strong>5<br />

– – – – – 11,986,398 – 11,233,478<br />

– – – – – 16,776,642 – 10,630,837<br />

– – – – – 10,161,155 – 9,355,268<br />

– – – – – 3,407,952 – 4,500,503<br />

– – – – – 6,753,203 – 4,854,765<br />

– 1,570,220 – – 1,597,770 35,350,471 3,507,438 14,106,063<br />

– 672,538 – – 1,086,822 17,523,827 2,770,374 7,383,941<br />

– 672,538 – – 1,086,822 17,523,827 2,770,374 7,383,941<br />

– – – – – – – –<br />

– 897,682 – – 510,948 17,826,644 737,064 6,722,122<br />

– 897,682 – – 510,948 17,826,644 737,064 6,722,122<br />

– – – – – – – –<br />

– 23,792,650 – – 2,296,909 23,796,876 1,465,571 14,256,232<br />

– 11,7<strong>31</strong>,866 – – 1,043,305 11,735,410 606,175 7,359,<strong>31</strong>8<br />

– 11,<strong>31</strong>1,732 – – 1,253,604 11,<strong>31</strong>2,414 859,396 6,649,705<br />

– 749,052 – – – 749,052 – 247,209<br />

– 15,000 – 149,667 – 2,146,530 – 339,000<br />

– 25,622,435 – 149,667 4,425,810 <strong>31</strong>4,191,033 5,991,342 191,237,997<br />

– 21,770,869 – 197,000 5,157,414 275,278,082


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

A.2 BANKING PORTFOLIO: END–PERIOD AND AVERAGE NOTIONAL AMOUNTS<br />

A.2.1 HEDGING<br />

Debt securities and interest rates<br />

Equity securities and equity indices<br />

Listed Unlisted Listed Unlisted<br />

1. Forward rate agreement – – – –<br />

2. Interest rate swaps – 4,0<strong>31</strong>,484 – –<br />

3. Domestic currency swaps – – – –<br />

4. Currency IRS – – – –<br />

5. Basis swaps – 1,568,940 – –<br />

6. Equity index swaps – – – –<br />

7. Real index swaps – – – –<br />

8. Futures – – – –<br />

9. Cap options – – – –<br />

– purchased – – – –<br />

– issued – – – –<br />

10. Floor options – – – –<br />

– purchased – – – –<br />

– issued – – – –<br />

11. Other options – – – –<br />

– purchased – – – –<br />

– plain vanilla – – – –<br />

– exotic – – – –<br />

– issued – – – –<br />

– plain vanilla – – – –<br />

– exotic – – – –<br />

12.Forward contracts – – – –<br />

– purchases – – – –<br />

– sales – – – –<br />

– foreign currency vs.<br />

foreign currency – – – –<br />

13.Other derivatives contracts – – – –<br />

Total – 5,600,424 – –<br />

Average amounts – 4,957,346 – –


226 227<br />

Exchange rates and gold Other assets Total 2006 Total 2005<br />

Listed Unlisted Listed Unlisted Listed Unlisted Listed Unlisted<br />

– – – – – – – –<br />

– – – – – 4,0<strong>31</strong>,484 – 3,654,356<br />

– – – – – – – –<br />

– 96,424 – – – 96,424 – 96,424<br />

– – – – – 1,568,940 – 1,048,071<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– 1,191,911 – – – 1,191,911 – 35,820<br />

– 1,191,911 – – – 1,191,911 – 35,820<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – 100,000<br />

– 1,288,335 – – – 6,888,759 – 4,934,671<br />

– 791,528 – 25,000 – 5,773,874


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

A.2.2 OTHER DERIV<strong>AT</strong>IVES<br />

Debt securities and interest rates<br />

Equity securities and equity indices<br />

Listed Unlisted Listed Unlisted<br />

1. Forward rate agreements – – – –<br />

2. Interest rate swaps – – – –<br />

3. Domestic currency swaps – – – –<br />

4. Currency IRS – – – –<br />

5. Basis swaps – – – –<br />

6. Equity index swaps – – – –<br />

7. Real index swaps – – – –<br />

8. Futures – – – –<br />

9. Cap options – – – –<br />

– purchased – – – –<br />

– issued – – – –<br />

10. Floor options – – – –<br />

– purchased – – – –<br />

– issued – – – –<br />

11. Other options – – – –<br />

– purchased – – – –<br />

– plain vanilla – – – –<br />

– exotic – – – –<br />

– issued – – – –<br />

– plain vanilla – – – –<br />

– exotic – – – –<br />

12. Forward contracts – – – –<br />

– purchases – – – –<br />

– sales – – – –<br />

– foreign currency vs.<br />

foreign currency – – – –<br />

13. Other derivatives contracts – – – –<br />

Total – – – –<br />

Average amounts – – – –


228 229<br />

Exchange rates and gold Other assets Total 2006 Total 2005<br />

Listed Unlisted Listed Unlisted Listed Unlisted Listed Unlisted<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – 3,693,050<br />

– – – – – – – 329,380<br />

– – – – – – – 3,363,670<br />

– – – – – – – 113,774<br />

– – – – – – – –<br />

– – – – – – – 113,774<br />

– – – – – – – 7,846,756<br />

– – – – – – – 2,699,818<br />

– – – – – – – 2,699,818<br />

– – – – – – – –<br />

– – – – – – – 5,146,938<br />

– – – – – – – 5,146,938<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – 11,653,580<br />

– _ – – – –


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

A.3 FINANCIAL DERIV<strong>AT</strong>IVES: PURCHASE AND SALE OF UNDERLYINGS<br />

Debt securities and interest rates<br />

Equity securities and equity indices<br />

Listed Unlisted Listed Unlisted<br />

A. Supervisory trading book 2,481,761 252,692,635 1,944,049 32,691,028<br />

1. Transactions with exchange<br />

of principal 2,481,761 202,000 3,448 23,770,725<br />

– purchases 1,102,618 192,624 887 12,106,845<br />

– sales 1,379,143 9,376 2,561 11,663,880<br />

– foreign currency vs.<br />

foreign currency – – – –<br />

2. Transactions without<br />

exchange of principal – 252,490,635 1,940,601 8,920,303<br />

– purchases – 127,763,556 427,735 4,626,618<br />

– sales – 124,727,079 1,512,866 4,293,685<br />

– foreign currency<br />

vs. foreign currency – – – –<br />

B. Banking book – 4,0<strong>31</strong>,484 – –<br />

B.1 Hedging – 4,0<strong>31</strong>,484 – –<br />

1. Transactions with<br />

exchange of principal – – – –<br />

– purchases – – – –<br />

– sales – – – –<br />

– foreign currency<br />

vs. foreign currency – – – –<br />

2. Transactions without<br />

exchange of principal – 4,0<strong>31</strong>,484 – –<br />

– purchases – 3,485,773 – –<br />

– sales – 545,711 – –<br />

– foreign currency<br />

vs. foreign currency – – – –<br />

B.2 Other derivatives – – – –<br />

1. Transactions with<br />

exchange of principal – – – –<br />

– purchases – – – –<br />

– sales – – – –<br />

– foreign currency vs.<br />

foreign currency – – – –<br />

2. Transactions without<br />

exchange of principal – – – –<br />

– purchases – – – –<br />

– sales – – – –<br />

– foreign currency vs.<br />

foreign currency – – – –


230 2<strong>31</strong><br />

Exchange rates and gold Other assets Total 2006 Total 2005<br />

Listed Unlisted Listed Unlisted Listed Unlisted Listed Unlisted<br />

– 25,622,435 – 149,667 4,425,810 <strong>31</strong>1,155,765 5,991,342 188,082,509<br />

– 25,501,392 – – 2,485,209 49,474,117 2,019,171 24,771,734<br />

– 12,214,938 – – 1,103,505 24,514,407 606,175 14,146,776<br />

– 12,537,402 – – 1,381,704 24,210,658 1,412,996 10,360,484<br />

– 749,052 – – – 749,052 – 264,474<br />

– 121,043 – 149,667 1,940,601 261,681,648 3,972,171 163,<strong>31</strong>0,775<br />

– 23,540 – – 427,735 132,413,714 865,077 81,490,646<br />

– 97,503 – 149,667 1,512,866 129,267,934 3,107,094 81,820,129<br />

– – – – – – – –<br />

– 1,288,335 – – – 5,<strong>31</strong>9,819 – 15,540,179<br />

– 1,288,335 – – – 5,<strong>31</strong>9,819 – 3,886,600<br />

– 1,288,335 – – – 1,288,335 – 132,244<br />

– 1,288,335 – – – 1,288,335 – 132,244<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – 4,0<strong>31</strong>,484 – 3,754,356<br />

– – – – – 3,485,773 – 3,208,211<br />

– – – – – 545,711 – 546,145<br />

– – – – – – – –<br />

– – – – – – – 11,653,579<br />

– – – – – – – 5,364,228<br />

– – – – – – – 471,864<br />

– – – – – – – 4,892,364<br />

– – – – – – – –<br />

– – – – – – – 6,289,351<br />

– – – – – – – 3,363,670<br />

– – – – – – – 2,925,681<br />

– – – – – – – –


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

A.4 OVER-THE-COUNTER FINANCIAL DERIV<strong>AT</strong>IVES: POSITIVE FAIR VALUE - COUNTERPARTY RISK<br />

Debt securities and interest rates<br />

Equity securities and equity indices<br />

Gross not Gross Future Gross not Gross Future<br />

netted netted exposure netted netted exposure<br />

A. Supervisory trading book<br />

A.1 Governments<br />

and central banks – – – – – –<br />

A.2 Government agencies – – – – – –<br />

A.3 Banks 424,829 2,136,977 98,439 75,854 965,120 159,807<br />

A.4 Financial companies 6,547 – 3,825 194,439 41,822 63,243<br />

A.5 Insurance undertakings – – – 6,814 – –<br />

A.6 Non-financial companies – – – – – –<br />

A.7 Other 20,859 – 1,<strong>31</strong>7 130,218 – 169,613<br />

Total A 452,235 2,136,977 103,581 407,325 1,006,942 392,663<br />

Total 2005 833,981 1,427,009 371,960 160,430 322,560 470,627<br />

B. Banking book<br />

B.1 Governments<br />

and central banks – – – – – –<br />

B.2 Government agencies – – – – – –<br />

B.3 Banks 171,479 95,878 6,215 – – –<br />

B.4 Financial companies 3,560 – – – – –<br />

B.5 Insurance undertakings – – – – – –<br />

B.6 Non-financial companies – – – – – –<br />

B.7 Other – – – – – –<br />

Total B 175,039 95,878 6,215 – – –<br />

Total 2005 477,868 6,683 14,867 203,705 – 181,835


232 233<br />

Exchange rates and gold Other assets Different underlyings<br />

Gross not Gross Future Gross not Gross Future Netted Future<br />

netted netted exposure netted netted exposure exposure<br />

– – – – – – – –<br />

– – – – – – – –<br />

143,355 164,698 66,777 63,456 2,676 7,780 876,708 762,733<br />

– – – – – – 39,549 34,087<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – 2,555 1,990<br />

143,355 164,698 66,777 63,456 2,676 7,780 918,812 798,810<br />

153,606 48,644 85,300 1,815 709 19,740 473,795 380,093<br />

– – – – – – – –<br />

– – – – – – – –<br />

12,023 2,709 8,984 – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

12,023 2,709 8,984 – – – – –<br />

4,425 5,174 5,179 – – – – –


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

A.5 OVER-THE-COUNTER FINANCIAL DERIV<strong>AT</strong>IVES: NEG<strong>AT</strong>IVE FAIR VALUE - FINANCIAL RISK<br />

A. Supervisory trading book<br />

Debt securities and interest rates<br />

Equity securities and equity indices<br />

Gross not Gross Future Gross not Gross Future<br />

netted netted exposure netted netted exposure<br />

A.1 Governments and central banks – – – – – –<br />

A.2 Government agencies – – – – – –<br />

A.3 Banks 215,272 1,779,481 32,695 44,578 819,432 16,200<br />

A.4 Financial companies 426 – 66 56,836 2,273 –<br />

A.5 Insurance undertakings – – – – – –<br />

A.6 Non-financial companies – – – – – –<br />

A.7 Other 543,753 – – 765,364 – –<br />

Total A 759,451 1,779,481 32,761 866,778 821,705 16,200<br />

Total 2005 394,984 1,461,244 255,226 258,393 156,937 11,167<br />

B. Banking book<br />

B.1 Governments and central banks – – – – – –<br />

B.2 Government agencies – – – – – –<br />

B.3 Banks 7,652 113,552 348 – – –<br />

B.4 Financial companies – – – – – –<br />

B.5 Insurance undertakings – – – – – –<br />

B.6 Non-financial companies – – – – – –<br />

B.7 Other – – – – – –<br />

Total B 7,652 113,552 348 – – –<br />

Total 2005 386,885 29,415 5,636 518,791 – –


234 235<br />

Exchange rates and gold Other assets Different underlyings<br />

Gross not Gross Future Gross not Gross Future Netted Future<br />

netted netted exposure netted netted exposure exposure<br />

– – – – – – – –<br />

– – – – – – – –<br />

117,119 206,392 48,885 2,309 – 800 384,159 81,207<br />

– – – – – – – –<br />

– – – – – – – –<br />

55 – – – – – – –<br />

4,<strong>31</strong>1 – – – – – – –<br />

121,485 206,392 48,885 2,309 – 800 384,159 81,207<br />

190,977 46,486 64,816 1,355 – 800 367,274 43,269<br />

– – – – – – – –<br />

– – – – – – – –<br />

9,365 7,573 2,384 – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

– – – – – – – –<br />

9,365 7,573 2,384 – – – – –<br />

14,199 – – 1,184 – 6,000 – –


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

A.6 RESIDUAL M<strong>AT</strong>URITY OF OVER-THE-COUNTER DERIV<strong>AT</strong>IVES: NOTIONAL VALUES<br />

Up to 1 year From 1 to 5 years Over 5 years Total<br />

A. Supervisory trading book 173,698,246 107,<strong>31</strong>7,581 37,601,016 <strong>31</strong>8,616,843<br />

A.1 Debt securities and interest rates 141,863,301 82,496,059 33,850,304 258,209,664<br />

A.2 Equity securities and equity indices 6,676,692 24,272,966 3,685,420 34,635,078<br />

A.3 Exchange rates and gold 25,018,586 538,556 65,292 25,622,434<br />

A.4 Other assets 139,667 10,000 – 149,667<br />

B. Banking book 3,382,289 2,747,020 759,450 6,888,759<br />

B.1 Debt securities and interest rates 2,190,378 2,650,596 759,450 5,600,424<br />

B.2 Equity securities and equity indices – – – –<br />

B.3 Exchange rates and gold 1,191,911 96,424 – 1,288,335<br />

B.4 Other assets – – – –<br />

Total 177,080,535 110,064,601 38,360,466 325,505,602


236 237<br />

B. CREDIT DERIV<strong>AT</strong>IVES<br />

B.1 CREDIT DERIV<strong>AT</strong>IVES: END-PERIOD AND AVERAGE NOTIONAL AMOUNTS<br />

Supervisory trading book<br />

Other<br />

individual party more than one individual party more than one<br />

party (basket)<br />

party (basket)<br />

1. Purchases of protection<br />

1.1 With exchange of principal<br />

(with specific indication of<br />

the contract forms) 153,093 – – –<br />

1.2 Without exchange of principal<br />

(with specific indication<br />

of the contract forms) – 50,000 – –<br />

Total 153,093 50,000 – –<br />

Total 2005 448,755 103,907 – -<br />

Average amounts 350,633 59,636 – –<br />

2. Sales of protection:<br />

2.1 With exchange of principal<br />

(with specific indication<br />

of the contract forms) 64,000 – 210,483<br />

2 .2 Without exchange of principal<br />

(with specific indication<br />

of the contract forms) – – – –<br />

Total 64,000 – 210,483 –<br />

Total 2005 407,291 74,390 245,990 –<br />

Average amounts 247,058 34,797 225,278 –


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

B.2 CREDIT DERIV<strong>AT</strong>IVES: POSITIVE FAIR VALUE - COUNTERPARTY RISK<br />

A. SUPERVISORY TRADING BOOK<br />

A.1 Purchases of protection<br />

Notional amount Positive fair value Future exposure<br />

with counterparties 60,000 448 750<br />

1. Governments and<br />

central banks – – –<br />

2. Other government agencies – – –<br />

3. Banks 60,000 448 750<br />

4. Financial companies – – –<br />

5. Insurance undertakings – – –<br />

6. Non-financial companies – – –<br />

7. Other – – –<br />

A.2 Sales of protection<br />

with counterparties 50,500 390 252<br />

1. Governments and central banks – – –<br />

2. Other government agencies – – –<br />

3. Banks 50,500 390 252<br />

4. Financial companies – – –<br />

5. Insurance undertakings – – –<br />

6. Non-financial companies – – –<br />

7. Other – – –<br />

B. BANKING BOOK<br />

B.1 Purchases of protection<br />

with counterparties – – –<br />

1. Governments and central banks – – –<br />

2. Other government agencies – – –<br />

3. Banks – – –<br />

4. Financial companies – – –<br />

5. Insurance undertakings – – –<br />

6. Non-financial companies – – –<br />

7. Other – – –<br />

B.2 Sales of protection with counterparties – – –<br />

1 Governments and central banks – – –<br />

2 Other government agencies – – –<br />

3 Banks – – –<br />

4 Financial companies – – –<br />

5 Insurance undertakings – – –<br />

6 Non-financial companies – – –<br />

7 Other – – –<br />

Total 110,500 838 1,002<br />

Total 2005 481,985 3,482 2,905


238 239<br />

B.3 CREDIT DERIV<strong>AT</strong>IVES: NEG<strong>AT</strong>IVE FAIR VALUE - FINANCIAL RISK<br />

Notional amount<br />

Negative fair value<br />

SUPERVISORY TRADING BOOK<br />

1 Purchases of protection with counterparties<br />

1.1 Governments and central banks – –<br />

1.2 Other government agencies – –<br />

1.3 Banks 143,093 2,178<br />

1.4 Financial companies – –<br />

1.5 Insurance undertakings – –<br />

1.6 Non-financial companies – –<br />

1.7 Other – –<br />

Total 143,093 2,178<br />

Total 2005 362,258 2,558<br />

B.4 RESIDUAL M<strong>AT</strong>URITY OF CREDIT DERIV<strong>AT</strong>IVES: NOTIONAL VALUES<br />

Up to 1 year From 1 to 5 years Beyond 5 years Total<br />

A. Supervisory trading book<br />

A.1 Credit derivatives with qualifying<br />

reference obligation 15,000 86,593 38,000 139,593<br />

A.2 Credit derivatives with<br />

non-qualifying reference obligation 5,000 50,000 72,500 127,500<br />

B. Banking book<br />

B.1 Credit derivatives with qualifying<br />

reference obligation – – 210,483 210,483<br />

B.2 Credit derivatives with<br />

non-qualifying reference obligation – – – –<br />

Total 20,000 136,593 320,983 477,576


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Section 3 – LIQUIDITY RISK<br />

Qualitative disclosures<br />

credit available on an ongoing basis. The desks make use<br />

of electronic platforms (e-Mid), infoproviders (Reuters<br />

Dealing) and brokers.<br />

A. OVERVIEW, MANAGEMENT AND MEASUREMENT OF<br />

LIQUIDITY RISK<br />

The Parent Company’s treasury operations have<br />

centralized control over liquidity risk management for the<br />

entire <strong>Group</strong>, The maintenance of balanced liquidity<br />

conditions is conducted on an intraday basis.<br />

The <strong>Group</strong>s liquidity profile is monitored by four<br />

different units with the treasury that interact constantly in<br />

order to ensure prompt and cost-effective action in<br />

handling any daily liquidity deficit or surplus.<br />

The desks that operate in the markets, in both euros<br />

and foreign exchange, diversify the sources of liquidity<br />

while monitoring the degree of concentration on the<br />

interbank market and, indirectly, the potential maximum<br />

The repo desk works to meet the <strong>Group</strong>’s primary<br />

liquidity requirements, ensuring the end-of-day<br />

availability of the eligible assets needed for any<br />

refinancing with the ECB.<br />

The payment systems desk monitors in/out flows,<br />

ensuring compliance with the daily cutoff times of the<br />

various clearing subsystems. It uses interactive<br />

procedures to match forecasts of liquidity needs with the<br />

instantaneous liquidity available on the management<br />

account and, where necessary, carry out intersystem<br />

swaps between the Target and EBA systems.<br />

Reporting is comprehensive, with data on flows and<br />

balances at both the Parent Company and the network<br />

banks, enabling strategic and detailed management of<br />

liquidity.


240 241<br />

Quantitative disclosures<br />

1. DISTRIBUTION OF FINANCIAL ASSETS AND LIABILITIES ASSETS BY RESIDUAL M<strong>AT</strong>URITY Currency: euro<br />

on demand more than more than more than more than more than more than more than More than<br />

1 day to 7 days 15 days 1 month to 3 months 6 months 1 year to 5 years<br />

7 days to 15 days to 1 month 3 months to 6 months to 1 year 5 years<br />

On-balance-sheet<br />

assets 30,946,568 4,<strong>31</strong>0,514 1,943,065 1,1<strong>31</strong>,057 1,470,265 296,112 386,796 1,097,185 2,790,990<br />

A.1 Government<br />

securities – – – – 50,851 – 343,346 599,249 181,927<br />

A.2 Listed debt<br />

securities 9<strong>31</strong> 1,152 – 166 5,377 8,048 9,771 145,422 1,100,268<br />

A.3 Other debt<br />

securities 105 – – – 9,032 17,298 5,177 330,643 1,445,8<strong>31</strong><br />

A.4 Units in collective<br />

investment<br />

undertakings 729,052 – – – – – – – –<br />

A.5 Loans 30,216,480 4,309,362 1,943,065 1,130,891 1,405,005 270,766 28,502 21,871 62,964<br />

– banks 28,556,376 4,054,229 1,820,399 1,097,661 705,150 269,764 28,295 14,745 978<br />

– customers 1,660,104 255,133 122,666 33,230 699,855 1,002 207 7,126 61,986<br />

On-balance-sheet<br />

liabilities 3,518,668 3,218,139 1,982,730 4,819,624 2,772,417 3,345,668 2,490,840 22,284,118 8,054,102<br />

B.1 Deposits 3,518,627 1,646,176 610,412 2,368,890 1,635,549 2,302,569 1,684,203 1,793,560 1,788,126<br />

– banks 3,518,627 1,646,176 610,412 2,368,890 1,635,549 2,302,569 1,684,203 1,793,560 1,788,126<br />

– customers – – – – – – – – –<br />

B.2 Debt securities<br />

in circulation 41 16,090 38,288 10,066 46,936 834,281 763,335 19,602,540 6,046,392<br />

B.3 Other<br />

liabilities – 1,555,873 1,334,030 2,440,668 1,089,932 208,818 43,302 888,018 219,584<br />

Off-balance-sheet<br />

transactions<br />

C.1 Financial derivatives<br />

with exchange<br />

of principal<br />

– long positions 179 2,065,278 1,141,262 1,686,768 2,773,396 3,400,812 3,525,793 6,872,116 539,074<br />

– short positions 153 1,710,436 1,271,060 1,346,154 4,518,722 3,880,480 3,258,556 5,391,776 525,268<br />

C.2 Deposits and loans<br />

to receive/grant<br />

– long positions – 287,358 – 47,365 – – – – –<br />

– short positions 94,723 – 239,000 – 1,000 – – – –<br />

C.3 Irrevocable<br />

commitments<br />

to disburse funds<br />

– long positions 203,703 – 409,620 – 30,296 100,154 56,539 625,589 213,000<br />

– short positions 651,859 773,261 – 2,637 – 5,000 5,000 44,256 220,483


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Currency: dollar<br />

on demand more than more than more than more than more than more than more than More than<br />

1 day to 7 days 15 days 1 month to 3 months 6 months 1 year to 5 years<br />

7 days to 15 days to 1 month 3 months to 6 months to 1 year 5 years<br />

On-balance-sheet<br />

assets 1,757,012 104,287 1,624 29,855 17,939 4,425 – 536 1,744<br />

A.1 Government<br />

securities – – – – – – – – 2<br />

A.2 Listed debt<br />

securities – – – 39 – 84 – 142 803<br />

A.3 Other debt<br />

securities – – – – – – – 394 451<br />

A.4 Units in collective<br />

investment<br />

undertakings 1,102 – – – – – – – –<br />

A.5 Loans 1,755,910 104,287 1,624 29,816 17,939 4,341 – – 488<br />

– banks 1,755,910 104,287 1,624 29,816 17,939 4,341 – – 488<br />

– customers – – – – – – – – –<br />

On-balance-sheet<br />

liabilities 539,955 61,735 234,558 345,217 1,280,810 437,506 76,396 218,624 186<br />

B.1 Deposits 539,955 55,272 234,136 343,437 1,280,416 437,506 17,418 – –<br />

– banks 539,955 55,272 234,136 343,437 1,280,416 437,506 17,418 – –<br />

– customers – – – – – – – – –<br />

B.2 Debt securities<br />

in circulation – – – – – – 58,978 218,557 –<br />

B.3 Other liabilities – 6,463 422 1,780 394 – – 67 186<br />

Off-balance-sheet<br />

transactions<br />

C.1 Financial derivatives<br />

with exchange<br />

of principal<br />

– long positions 111 635,255 1,197,937 1,080,669 4,043,603 3,020,663 3,023,779 113,550 3,739<br />

– short positions 100 808,385 1,029,965 1,462,0<strong>31</strong> 2,424,286 2,661,047 3,<strong>31</strong>4,466 144,721 320<br />

C.2 Deposits and loans<br />

to receive/grant<br />

– long positions – 9,256 – – – – – – –<br />

– short positions 9,256 – – – – – – – –<br />

C.3 Irrevocable<br />

commitments to<br />

disburse funds<br />

– long positions – 128,664 – – – – – – –<br />

– short positions – 128,664 – – – – – – –


242 243<br />

Currency: pound sterling<br />

on demand more than more than more than more than more than more than more than More than<br />

1 day to 7 days 15 days 1 month to 3 months 6 months 1 year to 5 years<br />

7 days to 15 days to 1 month 3 months to 6 months to 1 year 5 years<br />

On-balance-sheet<br />

ssets 137,629 43,954 – 72 – – – 4 –<br />

A.1 Government<br />

securities – – – – – – – – –<br />

A.2 Listed debt<br />

securities – – – – – – – 4 –<br />

A.3 Other debt<br />

securities – – – – – – – – –<br />

A.4 Units in collective<br />

investment<br />

undertakings – – – – – – – – –<br />

A.5 Loans 137,629 43,954 – 72 – – – – –<br />

– banks 137,629 43,954 – 72 – – – – –<br />

– customers – – – – – – – – –<br />

On-balance-sheet<br />

liabilities 54,399 9,075 1,560 75,236 616 6,860 – 52,457 –<br />

B.1 Deposits 54,399 9,075 1,560 75,236 616 149 – – –<br />

– banks 54,399 9,075 1,560 75,236 616 149 – – –<br />

– customers – – – – – – – – –<br />

B.2 Debt securities<br />

in circulation – – – – – 6,711 – 52,457 –<br />

B.3 Other liabilities – – – – – – – – –<br />

Off-balance-sheet<br />

transactions<br />

C.1 Financial derivatives<br />

with exchange<br />

of principal<br />

– long positions 14 25,640 – 3,500 15,881 157,755 – 104,399 48<br />

– short positions 12 4,897 28,138 6,919 11,936 215,545 177 50,396 48<br />

C.2 Deposits and loans<br />

to receive/grant<br />

– long positions – 255 – – – – – – –<br />

– short positions 255 – – – – – – – –<br />

C.3 Irrevocable<br />

commitments<br />

to disburse funds<br />

– long positions – 57,642 130 – – – – – –<br />

– short positions 130 57,642 – – – – – – –


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Currency: Yen<br />

on demand more than more than more than more than more than more than more than More than<br />

1 day to 7 days 15 days 1 month to 3 months 6 months 1 year to 5 years<br />

7 days to 15 days to 1 month 3 months to 6 months to 1 year 5 years<br />

On-balance-sheet<br />

assets 48,076 86,028 62 – – – – – –<br />

A.1 Government<br />

securities – – – – – – – – –<br />

A.2 Listed debt<br />

securities – – – – – – – – –<br />

A.3 Other debt<br />

securities – – – – – – – – –<br />

A.4 Units in collective<br />

investment<br />

undertakings – – – – – – – – –<br />

A.4 Loans 48,076 86,028 62 – – – – – –<br />

– banks 48,076 86,028 62 – – – – – –<br />

– customers<br />

On-balance-sheet<br />

liabilities 64,548 – 304 18,938 6,300 6,392 – – –<br />

B.1 Deposits 64,548 – 304 18,938 6,300 6,392 – – –<br />

– banks 64,548 – 304 18,938 6,300 6,392 – – –<br />

– customers – – – – – – – – –<br />

B.2 Debt securities<br />

in circulation – – – – – – – – –<br />

B.3 Other liabilities – – – – – – – – –<br />

Off-balance-sheet<br />

transactions<br />

C.1 Financial derivatives<br />

with exchange<br />

of principal<br />

– long positions – 16,268 – 7,265 93,460 8,535 114,938 – –<br />

– short positions – 17,276 5,735 5,235 111,391 13,709 120,253 4,880 –<br />

C.2 Deposits and loans<br />

to receive/grant<br />

– long positions – 777 – – – – – – –<br />

– short positions 777 – – – – – – – –<br />

C.3 Irrevocable<br />

commitments<br />

to disburse funds<br />

– long positions – 38,364 – – – – – – –<br />

– short positions – 38,364 – – – – – – –


244 245<br />

Currency: Swiss franc<br />

on demand more than more than more than more than more than more than more than More than<br />

1 day to 7 days 15 days 1 month to 3 months 6 months 1 year to 5 years<br />

7 days to 15 days to 1 month 3 months to 6 months to 1 year 5 years<br />

On-balance-sheet<br />

assets 160,685 15,063 297 – – – – 13 –<br />

A.1 Government<br />

securities – – – – – – – 13 –<br />

A.2 Listed debt<br />

securities – – – – – – – – –<br />

A.3 Other debt<br />

securities – – – – – – – – –<br />

A.4 Units in collective<br />

investment<br />

undertakings – – – – – – – – –<br />

A.4 Loans 160,685 15,063 297 – – – – – –<br />

– banks 160,685 15,063 297 – – – – – –<br />

– customers – – – – – – – – –<br />

On-balance-sheet<br />

liabilities 982 1,893 16,764 106,424 361 33,287 – – –<br />

B.1 Deposits 982 1,893 16,764 106,424 361 33,287 – – –<br />

– banks 982 1,893 16,764 106,424 361 33,287 – – –<br />

– customers – – – – – – – – –<br />

B.2 Debt securities<br />

in circulation – – – – – – – – –<br />

B.3 Other liabilities – – – – – – – – –<br />

Off-balance-sheet<br />

transactions<br />

C.1 Financial derivatives<br />

with exchange<br />

of principal<br />

– long positions 1 2,062 – – – – – – 24,725<br />

– short positions 1 1,660 – 3,065 327 8,954 – – 24,725<br />

C.2 Deposits and loans<br />

to receive/grant<br />

– long positions – 72 – – – – – – –<br />

– short positions 72 – – – – – – – –<br />

C.3 Irrevocable<br />

commitments<br />

to disburse funds<br />

– long positions – 125 138 – – – – – –<br />

– short positions 138 125 – – – – – – –


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

Currency: other<br />

on demand more than more than more than more than more than more than more than More than<br />

1 day to 7 days 15 days 1 month to 3 months 6 months 1 year to 5 years<br />

7 days to 15 days to 1 month 3 months to 6 months to 1 year 5 years<br />

On-balance-sheet<br />

assets <strong>31</strong>,235 38,756 – 35 – – – 16 –<br />

A.1 Government<br />

securities – – – – – – – – –<br />

A.2 Listed debt<br />

securities – – – – – – – 16 –<br />

A.3 Other debt<br />

securities – – – – – – – – –<br />

A.4 Units in collective<br />

investment<br />

undertakings – – – – – – – – –<br />

A.4 Loans <strong>31</strong>,235 38,756 – 35 – – – – –<br />

– banks <strong>31</strong>,235 38,756 – 35 – – – – –<br />

– customers – – – – – – – – –<br />

On-balance-sheet<br />

liabilities 53,449 8,664 46 732 7,370 655 210 55,067 6<br />

B.1 Deposits 53,449 8,664 46 732 7,370 655 210 – –<br />

– banks 53,449 8,664 46 732 7,370 655 210 – –<br />

– customers – – – – – – – – –<br />

B.2 Debt securities<br />

in circulation – – – – – – – 54,268 –<br />

B.3 Other liabilities – – – – – – – 799 6<br />

Off-balance-sheet<br />

transactions<br />

C.1 Financial derivatives<br />

with exchange<br />

of principal<br />

– long positions 23 8,007 – 11,602 93,685 – 20,217 54,169 41<br />

– short positions 58 2,725 1 15,254 30,188 38 18,356 362 40<br />

C.2 Deposits and loans<br />

to receive/grant<br />

– long positions – 109 – – – – – – –<br />

– short positions 109 – – – – – – – –<br />

C.3 Irrevocable<br />

commitments<br />

to disburse funds<br />

– long positions – 30,124 58 – – – – – –<br />

– short positions 58 30,124 – – – – – – –


246 247<br />

2. SECTORAL DISTRIBUTION OF FINANCIAL LIABILITIES<br />

Governments Other government Financial Insurance Non-financial Other<br />

and central agencies companies undertakings companies<br />

banks<br />

1 Due to customers – – 260,926 – – –<br />

2 Debt securities issued – 5,928 148,686 64,914 2,878,467 2,684,377<br />

3 Financial liabilities<br />

held for trading 241,014 185 75,<strong>31</strong>2 98 29,271 1,<strong>31</strong>3,432<br />

4 Financial liabilities<br />

carried at fair value – – – – – –<br />

Total 241,014 6,113 484,924 65,012 2,907,738 3,997,809<br />

3. GEOGRAPHICAL DISTRIBUTION OF FINANCIAL LIABILITIES<br />

Italy Other America Asia Rest of world<br />

European<br />

countries<br />

1 Due to customers 140,416 120,510 – – –<br />

2 Due to banks 20,670,481 5,864,689 588,132 506,274 322,294<br />

3 Debt securities issued 18,496,736 9,213,026 – – –<br />

4 Financial liabilities held for trading 1,809,155 2,660,065 377,557 4 401<br />

5 Financial liabilities carried at fair value – – – – –<br />

Total 41,116,788 17,858,290 965,689 506,278 322,695<br />

Section 4 – OPER<strong>AT</strong>IONAL RISKS<br />

Qualitative disclosures<br />

A. OVERVIEW, MANAGEMENT AND MEASUREMENT OF<br />

OPER<strong>AT</strong>IONAL RISK<br />

Capitalia has implemented all governance mechanisms<br />

in terms of structures, processes, strategies and<br />

policies for measuring and managing operational risks,<br />

with the aim of creating an advanced measurement model<br />

that meets the regulatory standards envisaged by the<br />

new Basle Capital Accord.<br />

Capitalia is integrating information about operational<br />

losses classified by specified loss events (loss event<br />

model) and risk factors (model for classifying types of<br />

risk). The information includes:<br />

material internal data on operational losses (loss data<br />

collection);<br />

data on potential losses (self-assessment, scenario<br />

analyses);<br />

factors that are representative of the company<br />

context and internal control system;<br />

system loss data (external data).


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

The main activities carried out at Capitalia are loss data<br />

collection, with the definition of roles and responsibilities,<br />

and the methods for the collection and validation of data.<br />

The collection of material loss data is fully operational. In<br />

June 2006, having obtained a complete set of loss data,<br />

the goal of becoming a member of ABI’s consortium<br />

database on operational losses (DIPO) was achieved. In<br />

addition, analysis of statistical models of operational risk<br />

measurement that use the qualitative and quantitative<br />

data gathered to generate an assessment of operational<br />

VaR also continued.<br />

Quantitative disclosures<br />

The Capitalia <strong>Group</strong>’s capital requirement for<br />

operational risk, calculated using the standardized<br />

approach, stood at around €249 million at <strong>31</strong><br />

December 2006.<br />

OPER<strong>AT</strong>IONAL RISKS<br />

Capital<br />

Business line<br />

requirement<br />

Corporate finance 3,036<br />

Trading & sales 89,036<br />

Retail banking –<br />

Commercial banking 157,604<br />

Payment & settlement 41<br />

Agency services –<br />

Asset management –<br />

Retail brokerage –<br />

Total 249,717


248 249<br />

PART F – INFORM<strong>AT</strong>ION ON<br />

SHAREHOLDERS’ EQUITY<br />

Section 1 – SHAREHOLDERS’ EQUITY OF THE BANK<br />

A. Qualitative disclosures<br />

In managing its overall risk profile, Capitalia uses an<br />

internal definition of “economic capital” measured,<br />

under a “building blocks” approach, with internal<br />

models: the models cover credit risk, market risk, interest<br />

rate risk, exchange rate risk and operational risk.<br />

As regards calculating risk-adjusted yield for the<br />

purposes of capital allocation, an absorbed regulatory<br />

capital concept is employed, supplemented with<br />

measures of interest rate risk and operational risk, taking<br />

account of the Tier 1 targets set out in the <strong>Group</strong><br />

Business Plan.<br />

B. Quantitative disclosures<br />

The Bank is required to meet the minimum capital<br />

requirements set by the supervisory authorities.<br />

Compliance with requirements is monitored constantly<br />

and the Parent Company is also responsible for<br />

monitoring them at the consolidated level.<br />

Section 2 – REGUL<strong>AT</strong>ORY CAPITAL AND CAPITAL<br />

R<strong>AT</strong>IOS<br />

update of 3 April 2006, in which the supervisory authority<br />

introduced new rules on the prudential filters to be<br />

applied, in accordance with the Bank of Italy note of 8<br />

February 2006, starting with the individual financial<br />

statements at 30 June 2006.<br />

A. Qualitative disclosures<br />

1. TIER 1 CAPITAL<br />

The positive Tier 1 capital elements are composed of<br />

share capital (€2,595 million), share premium (€3,383<br />

million) and reserves (€1,174 million) and of income for<br />

the period net of the portion designated for dividends<br />

and donations to charity (€585 million) for a total of €861<br />

million. Tier 1 capital does not comprise any innovative<br />

capital instruments.<br />

The negative elements, amounting to €22 million,<br />

include goodwill (€18 million) and other intangible assets<br />

(€4 million).<br />

The application of the new prudential filters rules to<br />

Tier 1 capital reduced the latter by €<strong>31</strong>0 million, due, in<br />

the amount of €193 million, to the recognition of the<br />

contingent risk associated with derivatives on own<br />

shares, and in the amount of €117 million to the negative<br />

reserve for AFS debt securities.<br />

2.1 REGUL<strong>AT</strong>ORY CAPITAL<br />

Regulatory capital was calculated in accordance with<br />

the instructions contained in Circular no. 155, 11th<br />

2. TIER 2 CAPITAL<br />

Tier 2 capital amounts to €2,872 million and is


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

essentially composed of subordinated liabilities (€2,761<br />

million).<br />

The application of the prudential filter rules to Tier 2<br />

capital reduced the latter by €79 million, equal to 50% of<br />

the positive valuation reserve for available-for-sale<br />

equities and units/shares in CIUs that cannot be included<br />

in the calculation of regulatory capital.<br />

3. TIER 3 CAPITAL<br />

Tier 3 subordinated loans, equal to €6<strong>31</strong> million,<br />

were used up to the level of market risks in the amount of<br />

€558 million.<br />

Subordinated liabilities were computed in regulatory<br />

capital net of repurchases, including those not yet settled.<br />

The following tables detail the main features of the<br />

issues.<br />

ISSUES WHOSE AMOUNT EXCEEDS 10% OF TOTAL SUBORDIN<strong>AT</strong>ED LIABILITIES<br />

(thousands of euros)<br />

Subordinated loan amount type interest rate issue date maturity date early Condition<br />

reported in the calculated of capital redemption<br />

original currency for regulatory option<br />

and issue<br />

capital<br />

amount<br />

purposes<br />

Eur 400,000,000 402.419 TIER 2 3-month euribor + 0.30: 07 April 2006 07 April 2016 from 7 April 2011 “step up” with rate of<br />

After April 2011:<br />

3-month euribor<br />

3-month-euribor + 0.90%<br />

+ 0.30% for first 5 years and<br />

3-month euribor + 0.90%<br />

thereafter; ”trigger events”<br />

give subscriber right to early<br />

redemption in event of<br />

issuer default.<br />

Eur 500,000,000 502.230 TIER 2 3-month euribor +0.45%. 21 October 2004 21 October 2016 from 21 October 2011 “step up” with rate of<br />

From October 2011:<br />

3-month euribor + 0.45% for<br />

3-month euribor +1.05%.<br />

first 7 years and 3-month<br />

euribor + 1.05% thereafter;<br />

“trigger events” give subscriber<br />

right to early redemption in<br />

event of issuer default.


250 251<br />

OTHER ISSUES:<br />

(thousands of euros)<br />

Subordinated loan amount type interest rate issue date maturity date early<br />

reported in the calculated of capital redemption<br />

original currency for regulatory option<br />

and issue<br />

capital<br />

amount<br />

purposes<br />

Eur 300,000,000 272.214 TIER 2 First 2 years: nom. 3 August 2004 3 August 2014 3 August 2009<br />

3% annual. 6-month euribor<br />

+ 0.20% thereafter<br />

Eur 300,000,000 254.500 TIER 2 First year: 2.65%. 2 December 2004 2 December 2014 2 December 2009<br />

From 2 nd to 5 th year: 0.80%<br />

+ any positive change in European<br />

consumer price index.<br />

6-month euribor +0.20% thereafter.<br />

Eur 400,000,000 279.290 TIER 2 fixed rate 3% gross annually. 30 June 2005 30 June 2015 from 30 June 2010<br />

From second year: floating rate<br />

equal to 75% of the annual 10-year<br />

swap rate for euro.<br />

Eur 300,000,000 300.547 TIER 2 3-month euribor +0.55%. 11 August 2004 11 August 2014 from 11 August 2009<br />

From August 2009: 3-month<br />

euribor +1.15%.<br />

Eur 300,000,000 294.943 TIER 2 3-month euribor +0.45%.<br />

From June 2010 3-month<br />

euribor + 1.05% 23 June 2005 23 June 2015 from 23 June 2010<br />

Eur 150,000,000 150.955 TIER 2 3-month euribor +0.45%.<br />

From October 2011: 3-month<br />

euribor +1.05%. 16 December 2005 21 October 2016 from 21 October 2011<br />

Eur 230,000,000 173.074 TIER 2 fixed rate 3.50% gross annually.<br />

From second year: floating rate<br />

equal to 75% of the annual<br />

10-year swap rate for euro 30 March 2006 30 March 2016 from 30 March 2011<br />

Eur 170,000,000 130.833 TIER 2 fixed rate 4% gross annually.<br />

From second year: floating rate<br />

equal to 65% of the annual<br />

10-year swap rate for euro 30 March 2006 30 March 2016 from 30 March 2011<br />

Subordinated loan amount type interest rate issue date maturity date early<br />

reported in the calculated of capital redemption<br />

original currency for regulatory option<br />

and issue<br />

capital<br />

amount<br />

purposes<br />

Eur 165,000,000 159.264 TIER 3 3% annual fixed 13 June 2003 13 June 2007 none<br />

Eur 177,000,000 174.160 TIER 3 3% annual fixed 30 June 2003 30 June 2007 none<br />

Eur 300,000,000 297.764 TIER 3 3-month euribor +0.23% 30 November 2005 30 May 2008 none


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

B. Quantitative disclosures<br />

(millions of euros) Total 2006 Total 2005<br />

A. Tier 1 capital before prudential filters 7,991 6,872<br />

Tier 1 capital prudential filters:<br />

– positive IAS/IFRS prudential filters – –<br />

– negative IAS/IFRS prudential filters (<strong>31</strong>0) –<br />

B. Tier 1 capital after prudential filters 7,681 6,872<br />

C. Tier 2 capital before prudential filters 2,951 2,966<br />

Tier 2 prudential filters:<br />

– positive IAS/IFRS prudential filters – –<br />

– negative IAS/IFRS prudential filters (79) –<br />

D. Tier 2 capital after prudential filters 2,872 2,966<br />

E. Total Tier 1 and Tier 2 capital after prudential filters 10,553 9,838<br />

Elements to deduct from total Tier 1 and Tier 2 capital (324) (250)<br />

F. Regulatory capital 10,229 9,588<br />

2.2 CAPITAL ADEQUACY<br />

A. Qualitative disclosures<br />

The Tier 1 capital ratio was 21.96% and the total capital ratio was 30.84%, above the minimum supervisory<br />

requirements.


252 253<br />

B. Quantitative disclosures<br />

(millions of euros) Total 2006 Total 2005<br />

Unweighted Weighted amounts/ Unweighted Weighted amounts/<br />

amounts* requirements amounts* requirements<br />

A. RISK ASSETS 58,180 24,919 49,915 23,074<br />

A.1 CREDIT RISK<br />

STANDARD METHODOLOGY<br />

BALANCE-SHEET ASSETS 56,293 24,209 46,854 21,803<br />

1. Exposures (other than capital<br />

instruments and other subordinated<br />

assets) to (or guaranteed by):<br />

1.1 Governments and central banks 4,071 15 4,739 24<br />

1.2 Other government agencies 39 8 55 11<br />

1.3 Banks 34,901 6,978 25,496 5,097<br />

1.4 Other (other than mortgage<br />

loans on residential<br />

and non-residential buildings) 2,274 2,270 2,967 2,964<br />

2. Mortgage loans on residential<br />

buildings – – – –<br />

3. Mortgage loans on non-residential<br />

buildings 7 7 10 10<br />

4. Shares, equity participations<br />

and subordinated assets 12,722 12,765 12,960 13,326<br />

5. Other balance-sheet assets 2,279 2,166 626 371<br />

OFF-BALANCE-SHEET ASSETS 1,887 710 3,061 1,270<br />

1. Guarantees and commitments to<br />

(or guaranteed by):<br />

1.1 Governments and central banks 204 – 380 –<br />

1.2 Other government agencies – – – –<br />

1.3 Banks 975 195 918 184<br />

1.4 Other 465 465 914 914<br />

2. Derivatives contracts with (or guaranteed by):<br />

2.1 Governments and central banks – – – –<br />

2.2 Other government agencies – – – –<br />

2.3 Banks 239 48 841 168<br />

2.4 Other 4 2 8 4<br />

B. CAPITAL REQUIREMENTS<br />

B.1 CREDIT RISK X 1.744 X 1,615<br />

B.2 MARKET RISKS X 558 X 513<br />

1. STANDARD METHODOLOGY X 558 X 513<br />

of which:<br />

+ position risk on debt securities X 192 X 146<br />

+ position risk on equity securities X 192 X 207<br />

+ exchange rate risk X – X –<br />

+ other risks X 174 X 161


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

(millions of euros) Total 2006 Total 2005<br />

Unweighted Weighted amounts/ Unweighted Weighted amounts/<br />

amounts* requirements amounts* requirements<br />

2. INTERNAL MODELS X – X –<br />

of which:<br />

+ position risk on debt securities X – X<br />

+ position risk on equity securities X – X<br />

+ exchange rate risk X – X<br />

B.3 OTHER PRUDENTIAL<br />

REQUIREMENTS X 147 X 177<br />

B.4 TOTAL PRUDENTIAL<br />

REQUIREMENTS (B1+B2+B3) X 2,449 X 2,305<br />

C. RISK ASSETS AND CAPITAL R<strong>AT</strong>IOS<br />

C.1 Risk weighted assets X 34,980 X 32,930<br />

C.2 Tier 1 capital ratio X 21,96% X 20.87%<br />

C.3 Total capital ratio X 30,84% X 30.67%<br />

(*) The unweighted amounts correspond to nominal value for balance-sheet risk assets and to credit equivalent value for off-balance sheet assets.


254 255<br />

PART G – BUSINESS COMBIN<strong>AT</strong>IONS<br />

Section 1 – OPER<strong>AT</strong>IONS CARRIED OUT DURING<br />

THE YEAR<br />

BUSINESS COMBIN<strong>AT</strong>IONS<br />

In 2006 Capitalia acquired control of Ipse 2000 S.p.A..<br />

The acquisition was achieved first with the subscription of<br />

a capital increase and then the purchase from another<br />

shareholder of shares representing more than 12% of<br />

share capital (for greater details see the section “Equity<br />

investments and shareholdings”).<br />

Control of Ipse 2000 was acquired on 29 December<br />

2006, when the investment was raised to 6,250,001<br />

shares, equal to 50.00001% of share capital.<br />

In 2006 Ipse 2000 did not generate revenues from its<br />

primary business and posted a loss of €11.5 million. At<br />

end-2006 shareholders’ equity was €20.5 million.<br />

1.2.2 OTHER<br />

Ipse 2000, a company that was awarded a UMTS<br />

license in 2000, is carried by Capitalia S.p.A. at a book<br />

value of €5.3 million (€4.7 million in share capital and<br />

€0.6 million in class A equity instruments). Negative<br />

goodwill of €1 million has been recognized in the<br />

consolidated financial statements, recognized under<br />

“Other operating income” in the income statement.<br />

Ipse 2000 S.p.A. reports assets of €32.4 million;<br />

shareholders’ equity, including €8.7 million in equity<br />

instruments, amounts to €20.5 million. The assets are<br />

largely accounted for by liquidity.<br />

The figures for Ipse 2000 S.p.A. are reflected in the<br />

balance sheet. The company’s result for the year is also<br />

reflected in the balance sheet as it was included in the<br />

purchase cost<br />

1.2 OTHER INFORM<strong>AT</strong>ION ON BUSINESS<br />

COMBIN<strong>AT</strong>IONS<br />

There is no other material information.<br />

Section 2 – TRANSACTIONS CARRIED OUT AFTER<br />

THE CLOSE OF THE YEAR<br />

1.2.1 CHANGE FOR THE YEAR IN GOODWILL<br />

BUSINESS COMBIN<strong>AT</strong>IONS<br />

None.<br />

None.


<strong>CAPITALIA</strong><br />

PART H – TRANSACTIONS WITH<br />

REL<strong>AT</strong>ED PARTIES<br />

1. INFORM<strong>AT</strong>ION ON THE COMPENS<strong>AT</strong>ION OF DIRECTORS AND MANAGEMENT<br />

REMUNER<strong>AT</strong>ION OF DIRECTORS, ST<strong>AT</strong>UTORY AUDITORS AND THE GENERAL MANAGER<br />

(ART.78 OF CONSOB RESOLUTION NO. 11971 OF 14.5.99 AS AMENDED)<br />

(amounts in euros)<br />

Description of position<br />

Compensation<br />

Name Position Term Expiry Gross Non-monetary Bonuses Other<br />

of office of term remuneration benefits and other remuneration<br />

incentives<br />

GERONZI Cesare (A) Chairman 1.1-<strong>31</strong>.12.2006 apr-09 2,<strong>31</strong>0,000 477 (2) 1,500,000<br />

SAVONA Paolo ( C) Deputy Chairman 5.12-<strong>31</strong>.12.2006 apr-09 10,685 35 (2)<br />

CUCCIA Paolo ( C) Deputy Chairman 5.12-<strong>31</strong>.12.2006 apr-09 10,685 35 (2)<br />

COLLEE Coenraad Deputy Chairman 1.1-4.12.2006 dic-06 46,301 (1) 442 (2) – 3,000 (3)<br />

Hendrik Adolph<br />

FEDERICI Mario (B) Deputy Chairman 1.1-4.12.2006 dic-06 69,452 442 (2) – 3,000 (4)<br />

ARPE Matteo (A) Managing Director 1.1-<strong>31</strong>.12.2006 apr-09 1,070,548 9,399 2,902,884 2,207,119 (15)<br />

ANGELUCCI Giampaolo Director (D) 1.1-20.6.2006 dic-06 18,740 224 (2) – –<br />

BELLONI Antonio Director (E) 1.1-10.2.2006 dic-06 4,493 (1) – – –<br />

BIANCHI MARTINI Silvio Director 5.12-<strong>31</strong>.12.2006 apr-09 6,658 35 (2) 4,603 (5)<br />

CANN<strong>AT</strong>ELLI Pasquale Director (F) 20.3-<strong>31</strong>.12.2006 apr-09 35,151 375 (2)<br />

COLAIACOVO Carlo Director 1.1-<strong>31</strong>.12.2006 apr-09 43,699 (1) – – 74,082 (6)<br />

COLANINNO Roberto Director 1.1-<strong>31</strong>.12.2006 apr-09 37,534 444 (2) – –<br />

CUFFARO Salvatore Director 1.1-4.12.2006 dic-06 37,041 442 (2) – –<br />

FRESCO Paolo Director 1.1-<strong>31</strong>.12.2006 apr-09 43,699 477 (2) – 3,000 (4)<br />

LIGRESTI Jonella Director 1.1-4.12.2006 dic-06 37,041 442 (2) – –<br />

MANCUSO Salvatore Director 5.12-<strong>31</strong>.12.2006 apr-09 6,658 35 (2)<br />

MARCHINI Alfio (B) Director 1.1-<strong>31</strong>.12.2006 apr-09 66,849 477 (2) – –<br />

MARINO Gabriel M (B) Director 1.1-<strong>31</strong>.12.2006 apr-09 66,849 (1) 477 (2) – -<br />

MARIOTTI Paolo Director 1.1-<strong>31</strong>.12.2006 apr-09 43,699 477 (2) – –<br />

MENESI Ahmed A. Director 1.1-<strong>31</strong>.12.2006 apr-09 43,699 477 (2) – 8,985 (7)<br />

MONTI Ernesto ( C) Director (G) 7.9-<strong>31</strong>.12.2006 apr-09 14,301 135 (2)<br />

PINI Massimo ( C) Director 5.12-<strong>31</strong>.12.2006 apr-09 9,534 35 (2)<br />

PURI NEGRI Carlo Director 1.1-4.12.2006 dic-06 60,192 442 (2) – –<br />

Alessandro(B)


256 257<br />

Description of position<br />

Compensation<br />

Name Position Term Expiry Gross Non-monetary Bonuses Other<br />

of office of term remuneration benefits and other remuneration<br />

incentives<br />

ROSSETTI Alberto Director 1.1-<strong>31</strong>.12.2006 apr-09 43,699 477 (2) – 120,000 (8)<br />

SAGGIO Carlo Director 1.1-<strong>31</strong>.12.2006 apr-09 43,699 477 (2) – 4,603 (5)<br />

TAGLIAVINI Giuliano Director 1.1-4.12.2006 dic-06 37,041 442 (2) – 74,082 (9)<br />

TOTI Pierluigi (A) Director 1.1-<strong>31</strong>.12.2006 apr-09 70,548 477 (2) – -<br />

VEZZOSI Walter Director 5.12-<strong>31</strong>.12.2006 apr-09 6,658 35 (2)<br />

BERTINI Umberto Chairman 1.1-<strong>31</strong>.12.2006 apr-07 124,000 477 (2) – 106,340 (11)<br />

Board of Auditors<br />

TUTINO Franco Luciano Auditor 1.1-<strong>31</strong>.12.2006 apr-07 82,700 477 (2) – 3,327 (10)<br />

100,575 (12)<br />

GALEOTTI Michele Auditor 1.1-<strong>31</strong>.12.2006 apr-07 82,700 477 (2) – 55,575 (13)<br />

MINGRONE Marcello Alternate – apr-07 – – – 4,958 (14)<br />

LAMANDA Carmine General Manager 1.1-<strong>31</strong>.12.2006 – 477 (2) 252.884 913,582 (15)<br />

N.B. The remuneration indicated above does not include tax and social security obligations, where due.<br />

The Shareholders’ Meeting of 5 December 2006 appointed the Board of Directors for the coming three years, until the approval of the financial statements<br />

for 2008.<br />

(A) Members of Executive Committee<br />

(B) Members of Executive Committee until 4.12.2006<br />

(C) Members of Executive Committee since 11.12.2006<br />

(D) Resigned on 20.6.2006<br />

(E) Resigned on 10.2.2006<br />

(F) Appointed on 20 March 2006 and confirmed in position on 20 April 2006 and 5 December 2006<br />

(G) Appointed on 7 September 2006 and confirmed on 5 December 2006<br />

(1) Remuneration paid directly to employer<br />

(2) Insurance policy against non-work related accidents.<br />

(3) Remuneration as member of Compensation Committee paid directly to employer<br />

(4) Remuneration as member of Compensation Committee<br />

(5) Remuneration as member of Compensation Committee for the period 11.12/<strong>31</strong>.12.2006<br />

(6) Remuneration as member of Compensation Committee - paid directly to employer - for the period 1.1/4.12.2006<br />

(7) Lump-sum reimbursement of expenses<br />

(8) Remuneration as chairman of Internal Control Committee<br />

(9) Remuneration as member of Internal Control Committee for the period 1.1/4.12.2006<br />

(10) 4% social security contribution pursuant to Art. 1, paragraph 212, Law 662/96<br />

(11) Of which: 90,000 as chairman of board of auditors of Banca di Roma, 477 for directors and officers insurance and 15,863 as<br />

Chairman of the board of auditors of Capitalia Partecipazioni.<br />

(12) Of which 90,000 as chariman of the board of auditors of Banco di Sicilia and 10,575 as auditor of Capitalia Partecipazioni.<br />

(13) Of which 45,000 as chairman of the board of auditors of Capitalia Informatica and 10,575 as auditor of Capitalia Partecipazioni.<br />

(14) As auditor of Sigrec.<br />

(15) Employee compensation.


<strong>CAPITALIA</strong><br />

NOTES TO THE FINANCIAL ST<strong>AT</strong>EMENTS<br />

STOCK OPTIONS GRANTED TO DIRECTORS AND GENERAL MANAGER<br />

Options held Options granted Options exercised Options lapsed Options held<br />

at start of year during year during year during year at the end of the year<br />

Name Position Number of Average Average Number of Average Average Number of Average Average Number of Number of Average Average<br />

options strike expiry options strike expiry options strike market options options strike expiry<br />

price price price price at price<br />

exercise<br />

Arpe Matteo Managing Director 1,800,000 1.214 <strong>31</strong>/3/07 – – – 1,800,000 1.214 6.0943 – – – –<br />

5,000,000 4.1599 9/11/09 – – – – – – – 5,000,000 4.1599 09/11/2009<br />

Lamanda Carmine General Manager 400,000 4.1599 9//11/09 – – – – – – – 400,000 4.1599 9//11/09<br />

200,000 2.4743 3/2/09 – – – – – – – 200,000 2.4743 3/2/09<br />

STOCK OPTIONS GRANTED TO MANAGERS WITH STR<strong>AT</strong>EGIC RESPONSIBILITIES (NO.13)<br />

Options held Options granted Options exercised Options lapsed Options held<br />

at start of year during year during year during year at the end of the year<br />

Position Number Number of Average Average Number of Average Average Number of Average Average Number of Number of Average Average<br />

options strike expiry options strike expiry options strike market options options strike expiry<br />

price price price price at price<br />

exercise<br />

Ruoli strategici 13 7,220,000 2.9262 20-1-10 – – – 2,400,000 1.2140 6.3836 – 4,820,000 3.7787 15-9-10<br />

The following aggregate figures are provided regarding the compensation of managers with strategic responsibilities<br />

(a total of 13 persons):<br />

Short-term benefits: €11,528 thousand<br />

Post-employment benefits € 729 “<br />

Total €12,257 “<br />

2. INFORM<strong>AT</strong>ION ON TRANSACTIONS WITH REL<strong>AT</strong>ED PARTIES<br />

The following table contains information on the balance sheet and the income statement with regard to transactions<br />

with related parties:<br />

(millions of euros)<br />

Lending Funding Guarantees Interest Interest Other<br />

and commitments income expense net income<br />

1,542.9 739.1 45.7 5.3 0.1 –


258 259<br />

In addition bonds totaling €2.3 billion were also<br />

placed, mainly in respect of index-linked policies issued<br />

by CNP Capitalia Vita.<br />

At end-2006, Capitalia S.p.A. had a medium/longterm<br />

euro deposit accounts opened for the purposes of<br />

managing and balancing the interest-rate risk of <strong>Group</strong><br />

banks, settled on normal market terms, as follows:<br />

€5,609 million of funding from Banco di Sicilia;<br />

€126 million of lending to Banco di Sicilia;<br />

€1,097 million of funding from Banca di Roma;<br />

€2,751 million of lending to Banca di Roma;<br />

€1,363 million of lending to Bipop Carire;<br />

€225 million of lending to Fineco <strong>Group</strong>;<br />

€112 million of lending to MCC.<br />

The lending to Banca di Roma includes a loan of €706<br />

million, paying a fixed yield of €7.3 million, from<br />

Capitalia to cover a loan granted by Banca di Roma on<br />

the same terms to Lehman Brothers as part of the<br />

restructuring of the Keluma operation in June 2005.<br />

On 15 March 2006, the surety issued by Banca di Roma<br />

S.p.A. on behalf of Capitalia S.p.A. to “The Law Debenture<br />

Trust Corporation plc – London” for a maximum of €800<br />

million against a program of bond issues on the<br />

international markets was renewed for one year.<br />

In 2006, Capitalia provided appropriate economic<br />

and financial support to subsidiary companies in<br />

liquidation. Numerous agreements are in place between<br />

Capitalia and the main <strong>Group</strong> companies to provide<br />

consultancy and assistance services on an ongoing basis<br />

and to manage certain operational activities more<br />

efficiently.<br />

Intercompany operations not conducted on normal<br />

market terms include interest free shareholder loans to<br />

Corit S.p.A. (drawn in the amount of €1.6 million), Gesett<br />

S.p.A. (drawn in the amount of €0.55 million), Serit S.p.A.<br />

(drawn in the amount of €41 million), Spaget S.p.A.<br />

(drawn in the amount of €0.45 million) and Sanità Srl in<br />

liquidazione (drawn in the amount of €3.6 million).<br />

Aside from the intercompany transactions mentioned<br />

above, Capitalia has no significant transactions<br />

outstanding with related parties as defined by Article<br />

2359 of the Civil Code, and International Accounting<br />

Standard 24 issued by the International Accounting<br />

Standards Board.


<strong>CAPITALIA</strong><br />

PART I – PAYMENTS BASED ON<br />

OWN EQUITY INSTRUMENTS<br />

A. Qualitative disclosures<br />

1.DESCRIPTION OF PAYMENT AGREEMENTS BASED ON OWN EQUITY INSTRUMENTS<br />

Information on payments based on own equity instruments is provided in the section “Information on stock option<br />

plans” in the report on operations.<br />

B. Quantitative disclosures<br />

1. CHANGES FOR THE YEAR<br />

Total 2006 Total 2005<br />

Number Average Average Number Average Average<br />

of options strike price expiry of options strike price expiry<br />

A. Opening balance 48,488,984 3.5248 01 August 2010 16,355,000 1.711 25 August 2008<br />

B. Increases<br />

B.1 New issues 33,188,334 4.0884 13 May 2011<br />

B.2 Other changes 3,466,650 4.24 <strong>31</strong> December 2009<br />

C. Decreases<br />

C.1 Cancelled 2,5<strong>31</strong>,667 4.0454 10,000 2.4743<br />

C.2 Exercised 9,030,750 1.9034 4,511,000 1.6474<br />

C.3 Lapsed<br />

C.4 Other changes<br />

D. Closing balance 36,926,567 3.8856 14 December 2010 48,488,984 3.5248 01 August 2010<br />

E. Options exercisable<br />

at end of the year 3,736,900 3.1571 6,544,000 1.214<br />

2. OTHER INFORM<strong>AT</strong>ION<br />

The exercise of the options described in the previous table had no material impact on the income statement or the<br />

balance sheet and financial situation of the Bank. The cost recognized in the year in respect of share-based payments<br />

amounted to €4.9 million recognized under staff costs. In addition, €6.9 million were recognized under other<br />

administrative expenses in respect of non-employee beneficiaries. The value of the stock option reserve was €22.6 million<br />

at the end of 2006.


APPENDIX


262 263<br />

RECONCILI<strong>AT</strong>ION OF INCOME ST<strong>AT</strong>EMENT WITH RECLASSIFIED INCOME ST<strong>AT</strong>EMENT<br />

Reclassified income statement Headings established in Bank of Italy circular no. 262 of 22 December 2005<br />

Net interest income<br />

10;20;130 a,b,c,d (portion for writeback of impairment-interest);<br />

Net income (loss) on financial assets<br />

and liabilities at fair value 80; 90;100 b (portion in respect of listed companies sold); 100 d; 110<br />

Dividends 70<br />

Net commissions 40; 50<br />

Other operating income (expenses) 190<br />

Gross income<br />

Staff costs<br />

Otter administrative expenses<br />

150 a<br />

150 b<br />

Net value adjustments of tangible<br />

and intangible assets 170; 180<br />

Total operating expenses<br />

Gross operating profit<br />

Net provisions for liabilities and contingencies 160<br />

Net impairment adjustments of loans and<br />

other financial transactions<br />

Net impairment adjustments of financial assets<br />

130 a,d (net of portion for writeback of impairment-interest)<br />

130 b,c (net of portion for writeback of impairment-interest)<br />

Total provisions and value adjustments<br />

Net operating profit<br />

Gains (losses) on disposal of assets and from<br />

equity investments 100 a,b (net of listed companies sold),c ; 210; 240<br />

Net gain (loss) on measurement of tangible<br />

and intangible assets at fair value 220<br />

Profit before tax<br />

Income taxes on continuing operations 260<br />

Profit (loss) after tax from groups of assets being divested 280<br />

Net profit for the period 290


<strong>AT</strong>TACHMENTS


<strong>CAPITALIA</strong><br />

<strong>AT</strong>TACHMENTS<br />

<strong>CAPITALIA</strong> GROUP<br />

EQUITY INVESTMENTS AND VOTING RIGHTS EXCEEDING 10% IN COMPANIES WITH UNLISTED SHARES OR PRIV<strong>AT</strong>E<br />

LIMITED COMPANIES <strong>AT</strong> <strong>31</strong>.12.2006<br />

(CONSOB RESOLUTION NO. 11971 OF 14 MAY 1999)<br />

Investment Investor % of voting rights in respect of:<br />

Shareholdings Pledge associated <strong>Group</strong><br />

with lending di total (*)<br />

operations<br />

ACROSERVIZI S.p.A. FINECOBANK S.p.A. 10,71 10,71<br />

ADIBA 1981 S.r.l. MCC S.p.A. 50,00 50,00<br />

ADV EQUITY LIMITED BIPOP CARIRE S.p.A. 100,00 100,00<br />

AGENZIA REGIONALE PER GLI INVESTIMENTI<br />

E LO SVILUPPO – SVILUPPO LAZIO S.p.A. <strong>CAPITALIA</strong> S.p.A. 14,47 14,47<br />

AGITEC – AGENZIA PER L’INNOVAZIONE<br />

TECNOLOGICA S.p.A. IN LIQUID. <strong>CAPITALIA</strong> S.p.A. 25,00 25,00<br />

AGRIFACTORING S.p.A. IN LIQUID. <strong>CAPITALIA</strong> S.p.A. 20,00 20,00<br />

AL.GIO.FIN. S.p.A. BIPOP CARIRE S.p.A. 60,00 60,00<br />

ASTRIM S.p.A. <strong>CAPITALIA</strong> S.p.A. 34,78 34,78<br />

<strong>AT</strong>B ACCIAIERIA TUBIFICIO DI BRESCIA S.p.A. MCC S.p.A. 50,00 50,00<br />

<strong>AT</strong>HENA PRIV<strong>AT</strong>E EQUITY S.A. <strong>CAPITALIA</strong> S.p.A. 23,88 23,88<br />

BANCA DI CREDITO DI TRIESTE S.p.A.<br />

IN LIQ. CO<strong>AT</strong>TA AMM.VA BIPOP CARIRE S.p.A. 44,29 44,29<br />

BANCA DI ROMA S.p.A. <strong>CAPITALIA</strong> S.p.A. 100,00 100,00<br />

BANCA D’ITALIA BANCO DI SICILIA S.p.A. 6,343 11,15<br />

BIPOP CARIRE S.p.A. 0,043<br />

<strong>CAPITALIA</strong> S.p.A. 4,761<br />

BANCA IMPRESA LAZIO S.p.A. <strong>CAPITALIA</strong> S.p.A. 18,00 18,00<br />

BANCA UBAE S.p.A. <strong>CAPITALIA</strong> S.p.A. 10,79 10,79<br />

BANCO DI SICILIA INTERN<strong>AT</strong>IONAL S.A.<br />

IN LIQUID. BANCO DI SICILIA S.p.A. 99,996 100,00<br />

BANCO DI SICILIA S.p.A. <strong>CAPITALIA</strong> S.p.A. 100,00 100,00<br />

BASICA SOC. PER LO SVIL. DI SISTEMI INF.<br />

COMP. AVANZ<strong>AT</strong>I S.p.A. IN LIQUID. <strong>CAPITALIA</strong> S.p.A. 100,00 100,00<br />

BASINTEL S.p.A. IN LIQUID. BANCO DI SICILIA S.p.A. 75,00 75,00<br />

BDR ROMA PRIMA IRELAND LIMITED <strong>CAPITALIA</strong> S.p.A. 99,90 99,90<br />

BEMM GEARS S.r.l. IN LIQUID. E<br />

CONCORD<strong>AT</strong>O PREVENTIVO <strong>CAPITALIA</strong> S.p.A. 40,00 40,00<br />

BIPOP CARIRE S.p.A. <strong>CAPITALIA</strong> S.p.A. 100,00 100,00<br />

BOX 2004 S.p.A. <strong>CAPITALIA</strong> S.p.A. 100,00 100,00<br />

C.D.F. CENTRO DIFFUSIONI<br />

FONOGRAFICHE S.r.l. MCC S.p.A. 80,00 80,00<br />

CALA DE MEDICI IMMOBILIARE S.r.l. MCC S.p.A. 100,00 100,00<br />

<strong>CAPITALIA</strong> ASSET MANAGEMENT p.A.<br />

SOCIETÀ DI GESTIONE DEL RISPARMIO <strong>CAPITALIA</strong> S.p.A. 100,00 100,00<br />

<strong>CAPITALIA</strong> ASSICURAZIONI S.p.A. <strong>CAPITALIA</strong> S.p.A. 49,00 49,00


266 267<br />

Investment Investor % of voting rights in respect of:<br />

Shareholdings Pledge associated <strong>Group</strong><br />

with lending di total (*)<br />

operations<br />

<strong>CAPITALIA</strong> INFORM<strong>AT</strong>ICA S.p.A. <strong>CAPITALIA</strong> S.p.A. 100,00 100,00<br />

<strong>CAPITALIA</strong> INVESTIMENTI ALTERN<strong>AT</strong>IVI<br />

SOCIETÀ DI GESTIONE DEL RISPARMIO S.p.A. <strong>CAPITALIA</strong> S.p.A. 95,00 100,00<br />

FINECOBANK S.p.A. 5,00<br />

<strong>CAPITALIA</strong> INVESTMENT MANAGEMENT S.A.<br />

<strong>CAPITALIA</strong><br />

LUXEMBOURG S.A. 99,997 100,00<br />

<strong>CAPITALIA</strong> S.p.A. 0,003<br />

<strong>CAPITALIA</strong> LUXEMBOURG S.A. <strong>CAPITALIA</strong> S.p.A. 99,9999 100,00<br />

MCC S.p.A. 0,0001<br />

<strong>CAPITALIA</strong> MERCHANT S.p.A. <strong>CAPITALIA</strong> S.p.A. 100,00 100,00<br />

<strong>CAPITALIA</strong> PARTECIPAZIONI S.p.A. <strong>CAPITALIA</strong> S.p.A. 100,00 100,00<br />

<strong>CAPITALIA</strong> SERVICE J.V. S.r.l. <strong>CAPITALIA</strong> S.p.A. 51,00 51,00<br />

<strong>CAPITALIA</strong> – SOFIPA SOCIETÀ DI GESTIONE<br />

DEL RISPARMIO (SGR) S.p.A. <strong>CAPITALIA</strong> S.p.A. 100,00 100,00<br />

<strong>CAPITALIA</strong> SOLUTIONS S.p.A. <strong>CAPITALIA</strong> S.p.A. 100,00 100,00<br />

CASA BIANCA S.p.A. BANCA DI ROMA S.p.A. 100,00 100,00<br />

CASSA DI COMPENSAZIONE E GARANZIA S.p.A. <strong>CAPITALIA</strong> S.p.A. 13,64 13,64<br />

CENTRALE DEI BILANCI S.r.l. <strong>CAPITALIA</strong> S.p.A. 12,78 12,78<br />

CINECITTÀ ENTERTAINMENT S.p.A. BANCO DI SICILIA S.p.A. 28,33 28,33<br />

CISIM FOOD S.p.A. IN LIQUID.<br />

<strong>CAPITALIA</strong> MERCHANT<br />

S.p.A. 45,45 45,45<br />

CNP <strong>CAPITALIA</strong> VITA S.p.A. <strong>CAPITALIA</strong> S.p.A. 16,92 38,80<br />

FINECO VERWALTUNG<br />

AG 21,88<br />

CO.CE.ME. SICILIA SCARL ( FALLITA ) BANCO DI SICILIA S.p.A. 25,32 25,32<br />

COFIRI S.p.A. <strong>CAPITALIA</strong> S.p.A. 100,00 100,00<br />

COLONY SARDEGNA S.A.R.L.<br />

<strong>CAPITALIA</strong> MERCHANT<br />

S.p.A. 13,22 13,22<br />

COMITOURS S.p.A. BANCA DI ROMA S.p.A. 80,00 80,00<br />

COMMUNIC<strong>AT</strong>ION VALLEY S.p.A. KYNESTE S.p.A. 100,00 100,00<br />

COMPAGNIA ITALPETROLI S.p.A. BANCA DI ROMA S.p.A. 49,00 49,00<br />

CONSORTIUM S.r.l. <strong>CAPITALIA</strong> S.p.A. <strong>31</strong>,24 <strong>31</strong>,24<br />

CORIT CONCESSIONARIA RISCOSSIONE<br />

TRIBUTI S.p.A. IN LIQUID. <strong>CAPITALIA</strong> S.p.A. 60,00 60,00<br />

CORMANO S.r.l. <strong>CAPITALIA</strong> S.p.A. 18,91 18,91<br />

CORTINA BELLEVUE S.r.l. BANCA DI ROMA S.p.A. 60,00 60,00<br />

DESENZANO 2002 S.r.l. MCC S.p.A. 65,22 65,22<br />

DITTA FEDERICI & IGLIORI PER COSTRUZIONI<br />

EDILIZIE S.p.A. BANCA DI ROMA S.p.A. 21,95 21,95


<strong>CAPITALIA</strong><br />

<strong>AT</strong>TACHMENTS<br />

Investment Investor % of voting rights in respect of:<br />

EDIPASS S.p.A. IN LIQUID.<br />

BASICA S.p.A.<br />

IN LIQUIDAZIONE 10,00 65,00<br />

<strong>CAPITALIA</strong> S.p.A. 55,00<br />

Shareholdings Pledge associated <strong>Group</strong><br />

with lending di total (*)<br />

operations<br />

ENTASI S.r.l. <strong>CAPITALIA</strong> S.p.A. 100,00 100,00<br />

ENTE FIUGGI S.p.A. BANCA DI ROMA S.p.A. 80,00 80,00<br />

EUROCLASS MULTIMEDIA HOLDING S.A. <strong>CAPITALIA</strong> S.p.A. 13,56 13,56<br />

EUROFINANCE 2000 S.r.l. <strong>CAPITALIA</strong> S.p.A. 98,97 98,97<br />

EUROMEZZANINE 2 SCA <strong>CAPITALIA</strong> S.p.A. 17,39 17,39<br />

EUROPEAN TRUST SOCIETÀ FIDUCIARIA<br />

PER AZIONI <strong>CAPITALIA</strong> S.p.A. 100,00 100,00<br />

EUROPROGETTI & FINANZA S.p.A. MCC S.p.A. 39,79 39,79<br />

EUROSANITÀ S.p.A.<br />

<strong>CAPITALIA</strong><br />

MERCHANT S.p.A. 11,80 11,80<br />

EXECUTIVESURF S.R.L. IN LIQUID.<br />

<strong>CAPITALIA</strong><br />

MERCHANT S.p.A. 12,55 12,55<br />

F.R.T. FROSINONE RISCOSSIONE TRIBUTI S.p.A. BANCA DI ROMA S.p.A. 100,00 100,00<br />

FIDIA – FONDO INTERBANCARIO DI<br />

INVESTIMENTO AZIONARIO SGR S.p.A. <strong>CAPITALIA</strong> S.p.A. 25,00 25,00<br />

FIMOPER S.p.A. BANCA DI ROMA S.p.A. 99,93 99,93<br />

FINECO FINANCE LIMITED <strong>CAPITALIA</strong> S.p.A. 100,00 100,00<br />

FINECO LEASING S.p.A. <strong>CAPITALIA</strong> S.p.A. 99,99 99,99<br />

FINECO MUTUI S.p.A. FINECOBANK S.p.A. 100,00 100,00<br />

FINECO VERWALTUNG AG <strong>CAPITALIA</strong> S.p.A. 100,00 100,00<br />

FINECOBANK S.p.A. <strong>CAPITALIA</strong> S.p.A. 99,99 99,99<br />

FONDI IMMOBILIARI ITALIANI – SOCIETÀ DI<br />

GESTIONE DEL RISPARMIO S.p.A. <strong>CAPITALIA</strong> S.p.A. 51,55 51,55<br />

G.F. UNO S.p.A. BANCA DI ROMA S.p.A. 100,00 100,00<br />

G.M.P. S.p.A. MCC S.p.A. 30,00 30,00<br />

GAS OROBICA S.r.l. MCC S.p.A. 100,00 100,00<br />

GE.S.E.T.T.-GESTIONE SERVIZI ESAZIONE TRIBUTI<br />

E TESORERIE S.p.A. IN LIQUID. <strong>CAPITALIA</strong> S.p.A. 98,45 98,45<br />

G.B.S. GENERAL BROKER SERVICE S.p.A. <strong>CAPITALIA</strong> S.p.A. 20,00 20,00<br />

ICLA COSTRUZIONI GENERALI BANCA DI ROMA S.p.A. 26,02 26,02<br />

IGM S.p.A. MCC S.p.A. 100,00 100,00<br />

ILTE HOLDING S.p.A. BANCA DI ROMA S.p.A. 100,00 100,00<br />

IMMOBILIARE PIEMONTE S.p.A. MCC S.p.A. 100,00 100,00<br />

IMMOBILIARE SOPROZOO S.p.A. BANCA DI ROMA S.p.A. 10,39 10,39<br />

IMPRESA ARMANDO TORRI S.p.A. BANCA DI ROMA S.p.A. 22,65 22,65<br />

INDUSTRIA LIBRARIA TIPOGRAFICA EDITRICE S.p.A. BANCA DI ROMA S.p.A. 100,00 100,00<br />

INIZI<strong>AT</strong>IVE IMMOBILIARI S.r.l. <strong>CAPITALIA</strong> S.p.A. 13,87 13,87


268 269<br />

Investment Investor % of voting rights in respect of:<br />

INTERPORTO SUD EUROPA S.p.A. BANCA DI ROMA S.p.A. 23,29 23,29<br />

IPSE 2000 S.p.A. <strong>CAPITALIA</strong> S.p.A. 50,00001 50,00<br />

IRFIS – MEDIOCREDITO DELLA SICILIA S.p.A. BANCO DI SICILIA S.p.A. 76,26 76,26<br />

ISTITUTO DELLA ENCICLOPEDIA ITALIANA<br />

Shareholdings Pledge associated <strong>Group</strong><br />

with lending di total (*)<br />

operations<br />

FOND<strong>AT</strong>A DA GIOVANNI TRECCANI S.p.A. <strong>CAPITALIA</strong> S.p.A. 12,00 12,00<br />

ISTITUTO PER IL CREDITO SPORTIVO <strong>CAPITALIA</strong> S.p.A. 10,81 10,81<br />

ISTITUTO PER L’EDILIZIA ECONOMICA<br />

E POPOLARE DI C<strong>AT</strong>ANIA S.p.A.<br />

IN LIQUID. BANCO DI SICILIA S.p.A. 20,00 20,00<br />

ISTITUTO PER L’EDILIZIA ECONOMICA<br />

E POPOLARE DI MESSINA S.p.A. BANKRUPTED BANCO DI SICILIA S.p.A. 33,33 33,33<br />

ISTITUTO PER L’EDILIZIA ECONOMICA<br />

E POPOLARE DI PALERMO S.p.A. BANKRUPTED BANCO DI SICILIA S.p.A. 16,67 16,67<br />

KYNESTE S.p.A. <strong>CAPITALIA</strong> S.p.A. 100,00 100,00<br />

LA GRANDE CUCINA S.p.A.<br />

<strong>CAPITALIA</strong><br />

MERCHANT S.p.A. 12,68 12,68<br />

LIMA S.p.A. IN LIQUID. BIPOP CARIRE S.p.A. 15,00 15,00<br />

MARZOLI S.p.A.<br />

<strong>CAPITALIA</strong><br />

MERCHANT S.p.A. 15,00 15,00<br />

MCC S.p.A. <strong>CAPITALIA</strong> S.p.A. 100,00 100,00<br />

MCC – SOFIPA INTERN<strong>AT</strong>IONAL S.A.<br />

IN LIQUID. <strong>CAPITALIA</strong> S.p.A. 100,00 100,00<br />

MCM HOLDING S.p.A. BANCA DI ROMA S.p.A. 100,00 100,00<br />

MCM MANIF<strong>AT</strong>TURE COTONIERE<br />

MERIDIONALI S.p.A. BANCA DI ROMA S.p.A. 91,47 91,47<br />

MEDIOTRADE S.p.A. IN LIQUID. <strong>CAPITALIA</strong> S.p.A. 100,00 100,00<br />

MIDA FOR INVESTMENT AND<br />

CONSTRUCTION S.r.l. BANCA DI ROMA S.p.A. 84,00 84,00<br />

MILANO EST S.p.A. <strong>CAPITALIA</strong> S.p.A. 34,63 34,63<br />

MILARIS S.A. IN LIQUID. SOFIGERE S.A.S. 100,00 100,00<br />

MOI MOSCHELLA S.p.A. BANCA DI ROMA S.p.A. 14,00 14,00<br />

MONTE LUCENTE IMMOBILIARE S.r.l. BANCA DI ROMA S.p.A. 30,00 30,00<br />

NET INSURANCE S.p.A. FINECOBANK S.p.A. 13,04 13,04<br />

NITHER S.p.A. <strong>CAPITALIA</strong> S.p.A. 100,00 100,00<br />

NUOVA GELA SVILUPPO S.c.p.a<br />

IRFIS – MEDIOCREDITO<br />

DELLA SICILIA S.p.A. 14,00 14,00<br />

NUOVA TE<strong>AT</strong>RO ELISEO S.p.A. <strong>CAPITALIA</strong> S.p.A. 41,01 41,01<br />

OFI S.p.A. BANCO DI SICILIA S.p.A. 51,18 51,18<br />

PARFIN – SOCIETÀ DI PARTECIPAZIONI<br />

E SERVIZI FIN.RI S.p.A. BANKRUPTED BANCA DI ROMA S.p.A. 12,50 12,75<br />

<strong>CAPITALIA</strong> S.p.A. 0,25


<strong>CAPITALIA</strong><br />

<strong>AT</strong>TACHMENTS<br />

Investment Investor % of voting rights in respect of:<br />

PAR-TEC S.p.A.<br />

<strong>CAPITALIA</strong><br />

Shareholdings Pledge associated <strong>Group</strong><br />

with lending di total (*)<br />

operations<br />

MERCHANT S.p.A. 15,00 15,00<br />

PIANIMPIANTI S.p.A. BIPOP CARIRE S.p.A. 15,00 15,00<br />

POLICLINICO CASILINO S.R.L IN LIQUID.<br />

SANITÀ S.R.L.<br />

IN LIQUID. 100,00 100,00<br />

QUANTA S.p.A. AGENZIA PER IL LAVORO<br />

<strong>CAPITALIA</strong><br />

MERCHANT S.p.A. 25,00 25,00<br />

REGGIO EMILIA INNOVAZIONE SOC. CONS. A R.L. <strong>CAPITALIA</strong> S.p.A. 18,60 18,60<br />

REIMMOBILIARE S.p.A. <strong>CAPITALIA</strong> S.p.A. 100,00 100,00<br />

ROMAFIDES FIDUCIARIA E SERVIZI S.p.A. <strong>CAPITALIA</strong> S.p.A. 100,00 100,00<br />

ROME AMERICAN HOSPITAL S.p.A. BANCA DI ROMA S.p.A. 50,00 50,00<br />

SANITÀ GESTIONI S.r.l IN LIQUID.<br />

POLICLINICO CASILINO<br />

S.R.L. IN LIQUID. 100,00 100,00<br />

SANITÀ S.r.l. IN LIQUIDAZIONE <strong>CAPITALIA</strong> S.p.A. 99,60 99,60<br />

SANT’ELISABETTA Sr.l. IN LIQUID.<br />

POLICLINICO CASILINO<br />

S.R.L. IN LIQ. 100,00 100,00<br />

SERIT S.p.A. IN LIQUID. <strong>CAPITALIA</strong> S.p.A. 100,00 100,00<br />

SETESI-SERVIZI TELEM<strong>AT</strong>ICI SICILIANI S.p.A. BANCO DI SICILIA S.p.A. 40,49 40,49<br />

SIMEST S.p.A. SOCIETÀ ITALIANA PER<br />

L’IMPRESE ALL’ESTERO <strong>CAPITALIA</strong> S.p.A. 11,01 11,01<br />

SOCIETÀ DI GESTIONI ES<strong>AT</strong>T. IN SICILIA<br />

SO.G.E.SI. S.p.A. IN LIQUID. BANCO DI SICILIA S.p.A. 80,00 80,00<br />

SOCIETÀ AMMINISTRAZIONE IMMOBILI<br />

S.A.IM. S.p.A. IN LIQUID. <strong>CAPITALIA</strong> S.p.A. 60,00 60,00<br />

SO.G.E.D. S.p.A. IN LIQUID. BANCO DI SICILIA S.p.A. 100,00 100,00<br />

SOCIETÀ EDILIZIA PINETO-SEP S.p.A. BANCA DI ROMA S.p.A. 40,00 40,00<br />

SOCIETÀ FIN. PER LO SVILUPPO<br />

E LA VALORIZZAZIONE DELL’ECONOMIA<br />

REGGIANA- SOFISER S.R.L BIPOP CARIRE S.p.A. 10,08 10,08<br />

SOCIETÀ GESTIONE PER IL REALIZZO S.p.A. BANCO DI SICILIA S.p.A. 4,23 20,10<br />

BIPOP CARIRE S.p.A. 0,08<br />

<strong>CAPITALIA</strong> S.p.A. 15,74<br />

IRFIS – MEDIOCREDITO<br />

DELLA SICILIA S.p.A. 0,05<br />

SOCIETÀ ITALIANA DI MONITORAGGIO S.p.A.<br />

<strong>CAPITALIA</strong><br />

MERCHANT S.p.A. 33,33 33,33<br />

SOCIETÀ ITALIANA GESTIONE ED<br />

INCASSO CREDITI S.p.A. <strong>CAPITALIA</strong> S.p.A. 95,00 100,00<br />

MCC S.p.A. 5,00<br />

SOCIETÀ PER L’INGEGNERIA D’IMPRESA S.R.L <strong>CAPITALIA</strong> S.p.A. 33,33 33,33<br />

SOFIGERE Société par Actions Simplifièe <strong>CAPITALIA</strong> S.p.A. 100,00 100,00


270 271<br />

Investment Investor % of voting rights in respect of:<br />

SOVAGRI SOCIETÀ CONSORTILE P.A.<br />

Shareholdings Pledge associated <strong>Group</strong><br />

with lending di total (*)<br />

operations<br />

IN LIQUID. <strong>CAPITALIA</strong> S.p.A. 16,00 16,00<br />

SPAGET S.p.A. IN LIQUID. <strong>CAPITALIA</strong> S.p.A. 100,00 100,00<br />

SPEED S.p.A.<br />

<strong>CAPITALIA</strong><br />

MERCHANT S.p.A. 19,19 19,19<br />

SVILUPPI IMMOBILIARI PARMENSI S.p.A. BANCO DI SICILIA S.p.A. 100,00 100,00<br />

SYNESIS FINANZIARIA S.p.A. BANCA DI ROMA S.p.A. 25,00 25,00<br />

TECNOSERVIZI MOBILI S.r.l. <strong>CAPITALIA</strong> S.p.A. 49,00 49,00<br />

TERME TAURINE S.p.A. BANCA DI ROMA S.p.A. 24,35 24,35<br />

TESI COSTRUZIONI S.r.l. MCC S.p.A. 65,22 65,22<br />

TODIMO 2000 S.p.A. BANCA DI ROMA S.p.A. 100,00 100,00<br />

TREVI FINANCE N.2 S.p.A. <strong>CAPITALIA</strong> S.p.A. 60,00 60,00<br />

TREVI FINANCE N.3 S.r.l. <strong>CAPITALIA</strong> S.p.A. 60,00 60,00<br />

TREVI FINANCE S.p.A. <strong>CAPITALIA</strong> S.p.A. 60,00 60,00<br />

VETEX S.p.A. BANCA DI ROMA S.p.A. 80,00 80,00<br />

VILLA BIANCA S.p.A. BANCA DI ROMA S.p.A. 56,10 56,10<br />

VINALCOOL S.p.A. BANCA DI ROMA S.p.A. 80,17 80,17<br />

(*) rounded to second decimal point.


<strong>CAPITALIA</strong><br />

CHANGES IN THE EQUITY INVESTMENTS OF <strong>CAPITALIA</strong> S.P.A.<br />

(thousands of euros)<br />

OPENING BALANCE<br />

INCREASES<br />

Number of Nominal Book Purchases Writebacks Revaluations Other<br />

shares/parts value value variations<br />

A B.1 B.2 B.3 B.4<br />

a) banks<br />

1. Listed<br />

–<br />

2. Unlisted<br />

BANCA DI ROMA S.p.A. 2,262,082,921 2,262,082,921.00 5,033,747 – – – –<br />

BANCO DI SICILIA S.,p.A. 697,203,746 697,203,746.00 1,759,137 – – – –<br />

BIPOP CARIRE S.p.A. 449,921,000 899,842,000.00 844,645 – – – –<br />

<strong>CAPITALIA</strong> LUXEMBOURG S.A. 967,499 119,999,876.02 186,901 – – – –<br />

FINECOBANK S.p.,A. 605,538,048 199,827,555.84 764,712 10 – – 1,151 d)<br />

MCC S.p.A. 74,501,738 372,508,690.00 536,<strong>31</strong>7 350,000 – – 126,490 e)<br />

b) financial companies<br />

1. Listed<br />

–<br />

2. Unlisted<br />

<strong>AT</strong>HENA PRIV<strong>AT</strong>E EQUITY S.A. 6,114,460 12,228,920.00 32,223 – – – 5,262 f)<br />

BDR ROMA PRIMA IRELAND LIMITED 999 U S D 9,990.00 49,225 – – – 1,012 h)<br />

<strong>CAPITALIA</strong> ASSET MANAGEMENT S.p.A.<br />

Società di gestione del risparmio 12,000,000 6,240,000.00 482,520 – – – 690 d)<br />

<strong>CAPITALIA</strong> INVESTIMENTI ALTERN<strong>AT</strong>IVI<br />

Società di Gestione del Risparmio S.p.A. 4,940,000 4,940,000.00 5,642 – – – –<br />

<strong>CAPITALIA</strong> INVESTMENT MANAGEMENT S.A. 1 25.00 – – – – –<br />

<strong>CAPITALIA</strong> LEASING & FACTORING S.p.A. 15,569,080 77,845,400.00 127,490 – – – –<br />

<strong>CAPITALIA</strong> – SOFIPA Società di Gestione<br />

del Risparmio (SGR) S.p.A. – – – – – – 6,688 i)<br />

<strong>CAPITALIA</strong> MERCHANT S.p.A. – – – 307,002 – – –<br />

<strong>CAPITALIA</strong> PARTECIPAZIONI S.p.A. – – – 1,250,638 – – –<br />

COFIRI S.p.A. 6,910,151 6,910,151.00 7,717 – – – –<br />

CONSORTIUM S.r.l. 144,344,200 144,344,200.00 188,046 – – – –<br />

CORIT – CONCESSIONARIA RISCOSSIONE TRIBUTI S.p.A.<br />

(in liquidation) 14,448 746,239.20 459 – – – –<br />

ENTASI S.r.l. 10,200 10,200.00 9 – – – –<br />

EUROFINANCE 2000 S.r.l, 2,771,022 27,710,22 23 – – – –<br />

EUROPEAN TRUST Società Fiduciaria per azioni 1,000,000 1,000,000.00 1,454 – – – –<br />

EUROPROGETTI & FINANZA S.p.A. 1,500,000 780,000.00 570 – – – –<br />

FIDIA – FONDO INTERBANCARIO D’INVESTIMENTO<br />

AZIONARIO SGR S.p.A. 7,500 3,900,000.00 2,982 – – – –


272 273<br />

DECREASES<br />

CLOSING BALANCE<br />

Total Sales Writedowns Other Total Number of Nominal Book % Total Total<br />

variations shares/parts value value holding revaluation Writedowns<br />

C.1 C.2 C.3 D E F<br />

– – – 404,536 a) 404,536 2,335,574,720 2,335,574,720.00 q) 4,629,211 100.00 – –<br />

– – – 100,641 b) 100,641 739,328,517 739,328,517.00 q) 1,658,496 100.00 – –<br />

– – – 25,810 c) 25,810 457,921,000 915,842,000.00 q) 818,835 100.00 – –<br />

– – – – – 967,499 119,999,876.02 186,901 99.999 – –<br />

1,161 – – – – 605,545,808 199,830,116.64 765,873 99.99 – 55,294<br />

476,490 – – – – 144,501,738 722,508,690.00 1,012,807 100.00 – –<br />

5,262 – – 9,067 g) 9,067 6,114,460 12,228,920.00 28,418 23,88 – 1,178<br />

1,012 – – – – 999 U S D 9,990.00 50,237 99.90 – –<br />

690 – – – – 12,000,000 6,240,000.00 483,210 100.00 – –<br />

– – – – – 4,940,000 4,940,000.00 5,642 95.00 – –<br />

– – – – – 1 25.00 – 0.003 s) – –<br />

– – – 127,490 m) 127,490 – – – – – –<br />

6,688 – – – – 120,000 6,198,000.00 6,688 100.00 – –<br />

307,002 – – – – 10,000,000 10,000,000.00 307,002 100.00 – –<br />

1,250,638 – – – – 102,550,000 102,550,000.00 1,250,638 100.00 – –<br />

– – – – – 6,910,151 6,910,151.00 7,717 100.00 – –<br />

– – 18,651 166,159 t) 184,810 2,696,680 2,696,680.00 3,236 <strong>31</strong>.24 – 18,651<br />

– – – – – 14,448 746,239.20 459 60.00 – 2,958<br />

– – – – – 10,200 10,200.00 9 100.00 – 3<br />

– – – – – 2,771,022 27,710.22 23 98.97 – 128<br />

– – – – – 1,000,000 1,000,000.00 1,454 100.00 – –<br />

– 534 36 – 570 – – – –<br />

– – 276 – 276 5,500 2,860,000.00 r) 2,706 25.00 – 1,168


<strong>CAPITALIA</strong><br />

ALLEG<strong>AT</strong>I<br />

CHANGES IN THE EQUITY INVESTMENTS OF <strong>CAPITALIA</strong> S.P.A.<br />

(thousands of euros)<br />

OPENING BALANCE<br />

INCREASES<br />

DENOMINAZIONE Number of Nominal Book Purchases Writebacks Revaluations Other<br />

shares/parts value value variations<br />

A B.1 B.2 B.3 B.4<br />

FINECO FINANCE Limited 1,000,000 1,000,000.00 280,025 – – – –<br />

FINECO LEASING S.p.A. 12,199,283 62,948,300.28 214,818 – – – 251 d)<br />

FINECO VERWALTUNG AG 36,270,000 36,270,000.00 96,652 – – – –<br />

FONDI IMMOBILIARI ITALIANI Società di Gestione<br />

del Risparmio S.p.A. 55,650 2,873,766.00 61,092 – – – –<br />

GE.S.E.T.T. – Gestione Servizi Esazione Tributi e<br />

Tesorerie S.p.A. (in liquidation) 24,737 127,642.92 127 – – – –<br />

MCC – SOFIPA INTERN<strong>AT</strong>IONAL S.A. (in liquidation) – – – – – – 1,070 i)<br />

ROMAFIDES – Fiduciaria e Servizi S.p.A. 600,000 600,000.00 1,301 – – – –<br />

SCONTOFIN S.A. 1,000 516,500.00 – – – – 2,200 l)<br />

SERIT S.p.A. (in liquidation) 2,000 1,000,000.00 329 – – – –<br />

Società Esattorie Meridionali S.E.M. S.p.A. 599,942 3,095,700.72 4,265 – – – –<br />

SPAGET S.p.A (in liquidation) 3.042 1,571,040.90 1,004 – – – –<br />

TREVI FINANCE S.p.A. 120 61,920.00 59 – – – –<br />

TREVI FINANCE N. 2 S.p.A. 120 60,000.00 63 – – – –<br />

TREVI FINANCE N. 3 S.r.l. 6,000 6,000.00 7 – – – –<br />

c) other<br />

1. listed<br />

–<br />

2. unlisted<br />

Agenzia per l’innovazione Tecnologica –<br />

AGITEC S.p.A. (in liquidazione) (i) – – – – – – –<br />

BASICA – Soc. per lo Sviluppo di Sist. Informativi<br />

Computeriz. Avanzati S.p.A (in liquidation) 100,000 516,000.00 – – – – –<br />

BERNINI IMMOBILIARE S.r.l. 240,000 240,000.00 2,167 – – – –<br />

BOX 2004 Società per Azioni 4,682,000 4,682,000.00 9,066 – – – –<br />

B.S.H. – BRUN SERVICE HOLDING S.p.A.<br />

(in liquidation) (u) 253,085 253,085.00 – – – – –<br />

<strong>CAPITALIA</strong> ASSICURAZIONI S.p.A. 5,200,000 5,200,000.00 8,117 – – – 51,860 v)<br />

<strong>CAPITALIA</strong> INFORM<strong>AT</strong>ICA S.p.A. 120,000 120,000.00 84,986 – – – –<br />

<strong>CAPITALIA</strong> SERVICE J.V. S.r.l. 765,000 765,000.00 789 – – – –<br />

<strong>CAPITALIA</strong> SOLUTIONS S.p.A. 2,300,000 2,300,000.00 3,122 – – – 5,987 p)<br />

CNP <strong>CAPITALIA</strong> VITA S.p.A. 30,166,420 15,686,538.40 119,882 – – – 178 d)<br />

EDIPASS S.p.A. (in liquidation) 55,000 283,800.00 – – – – –<br />

G.B.S. General Broker Service S.p.A. 100,000 52,000.00 52 – – – –


274 275<br />

DECREASES<br />

CLOSING BALANCE<br />

Total Sales Writedowns Other Total Number of Nominal Book % Total Total<br />

variations shares/parts value value holding revaluation Writedowns<br />

C.1 C.2 C.3 D E F<br />

– – – – – 1,000,000 1,000,000.00 280,025 100.00 – –<br />

251 – – – – 12,199,283 62,948,300.28 215,069 99.99 – –<br />

– – – – – 36,270,000 36,270,000.00 96,652 100.00 – –<br />

– – – – – 55,650 2,873,766.00 61,092 51.55 – –<br />

– – – – – 24,737 127,642.92 127 98.45 – 6,924<br />

1,070 – – – – 600,000 1,000,000.00 1,070 100.00 – –<br />

– – – – – 600,000 600,000.00 1,301 100.00 – 118<br />

2,200 2,200 – – 2,200 – – – – – –<br />

– – – – – 2,000 1,000,000.00 329 100.00 – 177<br />

– – 385 3,880 n) 4,265 – – – – – –<br />

– – – – – 3,042 1,571,040.90 1,004 100.00 – 389<br />

– – – – – 120 61,920.00 59 60.00 – 6<br />

– – – – – 120 60,000.00 63 60.00 – –<br />

– – – – – 6,000 6,000.00 7 60.00 – –<br />

– – – – – 25,800 258,000.00 – 25.00 – –<br />

– – – – – 100,000 516,000.00 – 100.00 – 18,895<br />

– 2,052 – 115 o) 2,167 – – – – – –<br />

– – – – – 4,682,000 4,682,000.00 9,066 100.00 – 16,6<strong>31</strong><br />

– – – – – – – – – – –<br />

51,860 56,000 – – 56,000 2,548,000 2,548,000.00 3,977 49.00 – –<br />

– – – – – 120,000 120,000.00 84,986 100.00 – –<br />

– – – – – 765,000 765,000.00 789 51.00 – –<br />

5,987 – – – – 2,300,000 2,300,000.00 9,109 100.00 – 591<br />

178 – – – – 30,166,420 15,686,538.40 120,060 16.92 z) – –<br />

– – – – – 55,000 283,800.00 – 55.00 – 327<br />

– – – – – 100,000 52,000.00 52 20.00 – –


<strong>CAPITALIA</strong><br />

ALLEG<strong>AT</strong>I<br />

CHANGES IN THE EQUITY INVESTMENTS OF <strong>CAPITALIA</strong> S.P.A.<br />

(thousands of euros)<br />

OPENING BALANCE<br />

INCREASES<br />

Number of Nominal Book Purchases Writebacks Revaluations Other<br />

shares/parts value value variations<br />

A B.1 B.2 B.3 B.4<br />

IPSE 2000 S.p.A. – – – 17.620 – – 3 d)<br />

KYNESTE S.p.A. 641,247 6,412,470.00 24,774 – – – –<br />

MEDIOTRADE S.p.A. (in liquidation) – – – – – – 547 i)<br />

MILANO EST S.p.A. 257,130 3,599,820.00 4,796 – – – –<br />

NITHER S.p.A. 5,000,000 5,000,000.00 21,166 – – – –<br />

NUOVA TE<strong>AT</strong>RO ELISEO S.p.A. 752,296 594,<strong>31</strong>3.84 492 – – – –<br />

REIMMOBILIARE S.p.A. 1,000,000 1,000,000.00 10,241 – – – –<br />

SANITÀ S.r.l. (in liquidation) 5,143,876 5,143,876.00 – – – – –<br />

SOCIETÀ AMMINISTRAZIONE IMMOBILI S.A.IM. S.p.A.<br />

(in liquidation) 300,000 300,000.00 54 – – – –<br />

SOCIETÀ GESTIONE PER IL REALIZZO S.p.A. 4,524,353 452,435.30 2,334 – – – 61 i)<br />

SOCIETÀ ITALIANA GESTIONE ED INCASSO CREDITI S.p.A. 988,000 988,000.00 981 – – – –<br />

SOCIETÀ PER L’INGEGNERIA D’IMPRESA S.r.l. 12,500,000 6,375,000.00 6,456 – – – –<br />

SOFIGERE Société par Actions Simplifièe 40 40,000.00 40 – – – –<br />

TECNOSERVIZI MOBILI S.r.l. – – – – – – 51 i)<br />

Total 10,983,076 1,925,270 – – 203,501<br />

(a) Partial demerger of purchasing operations to Capitalia Solutions (4,536) and demerger of real estate holdings to Capitalia S.p.A. (400,000)<br />

(b) Partial demerger of purchasing operations to Capitalia Solutions (641) and demerger of real estate holdings to Capitalia S.p.A. (100,000)<br />

(c) Partial demerger of purchasing operations to Capitalia Solutions (810) and demerger of real estate holdings to Capitalia S.p.A. (25,000)<br />

(d) Incidental expenses<br />

(e) Merger of Capitalia Leasing & Factoring S.p.A.<br />

(f) Payment in sahre capital<br />

(g) Repayment of share capital<br />

(h) Exchange rate difference<br />

(i) Company formed after partial unproportional demerger of MCC to Capitalia S.p.A.<br />

(l) Gain on sale<br />

(m) Partial demerger of real estate holdings to Capitalia S.p.A. (1,000) and merger into MCC (126,490)<br />

(n) Transfert to “Non current assets and groups of assets being divested” (3,394) and Share Capital (486).<br />

(o) loss on disposal<br />

(p) Partial demerger of Banca di Roma S.p.A., Banco di Sicilia S.p.A. and Bipop Carire S.p.A.<br />

(q) aumento del capitale sociale mediante utilizzo di riserve<br />

(r) Lowering of share capital<br />

(s) Capitalia Luxembourg SA holds 99,997%<br />

(t) Share capital repayment (141.648) and distribution of share premium account (24.511)<br />

(u) Cancellation from Registry of firms<br />

(v) incidental expenses (223); gain on sale (51,637)<br />

(z) A further 21.88% is held by Fineco Verwaltuing AG<br />

(y) A further 4,36 is held by group companies


276 277<br />

DECREASES<br />

CLOSING BALANCE<br />

Total Sales Writedowns Other Total Number of Nominal Book % Total Total<br />

variations shares/parts value value holding revaluation Writedowns<br />

C.1 C.2 C.3 D E F<br />

17.623 – 12.272 – 12.272 6.250.001 6.250.001.00 5.351 50,00001 – 12.272<br />

– – – – – 641,247 6,412,470.00 24,774 100.00 – –<br />

547 – – – – 100,000 1,000,000.00 547 100.00 – –<br />

– – 2,686 – 2,686 150,768 2,110,752.00 r) 2,110 34.63 – 21,192<br />

– – 358 – 358 5,000,000 5,000,000.00 20,808 100.00 – 21,287<br />

– – – – – 752,296 594,<strong>31</strong>3.84 492 41.01 – 1,969<br />

– – 3,647 – 3,647 1,000,000 1,000,000.00 6,594 100.00 – 3,647<br />

– – – – – 5,143,876 5,143,876.00 – 99.60 – 4,990<br />

– – – – – 300,000 300,000.00 54 60.00 – 8<br />

61 – – – – 4,638,265 463,826.50 2,395 15.74 y) – –<br />

– – – – – 988,000 988,000.00 981 95.00 – –<br />

– – 4,393 – 4,393 2,062,958 2,062,958.00 r) 2,063 33.33 – 4,393<br />

– – – – – 40 40,000.00 40 100.00 – –<br />

51 – – – – 24.500 12.740.00 51 49.00 – –<br />

2,128,771 60,786 42,704 837,698 941,188 12,170,659 – 193,196


<strong>REPORT</strong> OF THE INDEPENDENT AUDITORS


280 281


A cura di Area Relazioni Esterne<br />

e Comunicazione – Capitalia<br />

Design: INAREA<br />

Realizzazione impianti e stampa<br />

Marchesi Grafiche Editoriali SpA - Via Flaminia, 995/997 - 00189 ROMA

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