996 - Banca Antonveneta

• Santander: Business unit in Latin America(excluding wholesale clients outside Brazil),Antonveneta, Interbanca and DMC ConsumerFinance;• Shared portfolios: Central headquarters and centraloffices, private equity portfolio, equity investmentsin Capitalia and Saudi Hollandi and Prime Bank.The division of the above businesses is based on thebusiness units indicated in the Annual Report and theFinancial reports for the accounting period ended as at31 December 2006.”On 8 th November 2007, Banca Monte dei Paschi diSiena S.p.A. (hereinafter, “Monte dei Paschi”)announced that it had reached an agreement withSantander for the purchase of Banca Antonveneta.In detail, the plan for the transition of BancaAntonveneta from ABN Amro envisages the exit ofInterbanca from the scope of consolidation in advancewith respect to a subsequent sale of the entire sharecapital to Santander or likewise to MPS, after thenecessary authorizations have been obtained. Thetransaction for the sale to MPS must be concluded by30 th September 2008.In the press release disclosed on 8 th November, Montedei Paschi declared, in relation to the strategicimportance of the transaction, that: “Antonvenetarepresents an important occasion for territorialcomplementarity and similar retail culture, consistencywith regard to governance (it does not present anyrestriction or complexity) and dimension.” Thetransaction permits the consolidation of the role ofthird banking hub in Italy capable of competing withthe other leading groups on the Italian and Europeanmarket.The agreement, which the parties envisage finalisingwithin the strictly necessary technical timeframes andwhich has already been approved by ABN Amro’sBoard of Directors, is subject to the authorizationsenvisaged by applicable Antitrust and BankingSupervision legal provisions.Restructuring of the Asset ManagementsectorIn June 2007, following authorization from the Bank ofItaly, a project was launched for the restructuring ofthe Group, aimed at concentrating within BancaAntonveneta all the private banking activities and allthe asset management activities within ABN AMROAsset Management N.V. (ABN AMRO Group company).The project, due to events which involved theownership structure of ABN AMRO Bank during thesecond part of the year and which are still underway,was achieved partially by means of:• the purchase – as from 1 July 2007 – by BancaAntonveneta of all the activities pertaining to thePrivate Banking business segment as well as thoseof a banking nature associated with the same, fromthe subsidiary Antonveneta ABN AMRO Bank S.p.A.(“AAA Bank”);• the merger by incorporation of Antonveneta ABNAMRO S.g.r. S.p.A. (“AAA S.g.r.”) within AAA Bankinvolving the simultaneous transformation of thelatter into an asset management company (S.g.r.),subject to amendment of the corporate purpose.The related merger project was approved by theextraordinary shareholders’ meetings of the twocompanies on 1st July 2007. The deed for themerger of AAA S.g.r. within AAA Bank was enteredinto on 18th December 2007, and was effective asfrom 1st January 2008; at the same time, AAABank adopted a new set of Articles of Association,changing its corporate name to ABN AMRO AssetManagement Italy S.g.r. S.p.A..As a result of the afore-mentioned reasons linked tothe evolution of control over the Banca AntonvenetaGroup and, therefore, of a possible re-definition of theBank’s strategies in line with the indications taht willcome from the new shareholder who will take control,the Bank’s Board of Directors has decided to suspend –for the moment – the part of the project whichenvisaged the sale of the equity investment held byBanca Antonveneta in the new ABN AMRO AssetManagement Italy S.g.r. (55%) to ABN AMRO AssetManagement N.V..* * *As at 1 August 2007 and 30 July 2007, respectively,Banca Antonveneta and the subsidiary InterbancaS.p.A. - in their capacity as jointly liable shareholders(Article 36 of Italian Presidential Decree No. 602/73),received notification of a notice of assessment for thebankruptcy of the company BELL S.A. (with registeredoffices in Luxembourg) to pay taxes in Italy (2001Irpeg – corporate income tax); at that time,Antonveneta and Interbanca S.p.A. held an interest ofaround 9.6% and 6.3%, respectively, in that company.Following the statement report process with the InlandRevenue, both the companies signed the consequentcompliance documents for the definitive settlement ofthe tax dispute, amounting to a total of 23.9 million, ofwhich 14.4 million payable by Banca Antonveneta and9.5 million payable by Interbanca S.p.A..Strategy, products and servicesDuring 2007, the Group continued to operate in thecommercial, merchant banking and asset amangementsectors on the basis of the strategies defined in the“2007–2008 Industrial Plan”. However, ABN AMROcorporate events, already illustrated in the section on“governance”, led to a significant slowdown in the planimplementation process, centred on the reorganizationof Antonveneta in the form of divisions, on a consistentbasis with the ABN AMRO Group model.19