REPORT AND ACCOUNTS 2001 36th Period
Transcription
REPORT AND ACCOUNTS 2001 36th Period
REPORT AND ACCOUNTS 2001 36th Period ORDINARY SHAREHOLDERS’ MEETING OF 20 APRIL 2002 Cooperative society with limited liability Entered in the Treviso Companies Register under no. 00208740266 Shareholders’ equity as at 31/12/2001 € 333,219,369.00 Member of the Interbank Deposit Protection Fund Luigi Serena (Montebelluna 1855Treviso 1911 Luigi Serena is without a doubt one of the most important of the artists born in the Treviso area around the middle of the 19th century. In the world of painting, he was the best at interpreting the local figurative culture as tightly bound to its socio-economic environment. Indeed, the whole of Luigi Serena’s activity revolves around a search for themes of the verism school set within his own native lands. His training follows the classic didactic path of every other Venetian artist of the time: the Accademia delle Belle Arti and the Venetian environment in the broadest of senses. However, his figurative interests made use of the formal education received in Venice, which was elaborated to depict the style of life of the place he was to return to at a later date, to settle and to work in. The large number of prizes he received during his studies are proof of Serena’s undoubted artistic ability. Apart from the influence of the Accademia, two artists stand out from the others as reference points for Serena: Giacomo Favretto and Luigi Nonno. He clearly forged his artistic path as a new painter by way of formal ideas and compositions that were close to theirs. As from 1878 – the year in which he returned to settle permanently in Treviso, re-establishing relations with his native Montebelluna – Luigi Serena was to become one of the main interpreters of Verism, which was becoming the way to react to “historical” art. His artistic universe was to remain the hinterland of Treviso, although his art showed some indirect influences and developments brought about by anything “modern” that managed to seep through from the outside world. If on the one hand this may be seen as a limitation, on the other hand it was certainly the factor that made Luigi Serena the artist who perhaps best knew how to grasp the reality of the social, economic and cultural life of our land; he remained mostly free of external conditioning that might have changed the result and deprived him of all those strictly indigenous connotations (not only in the choice of subject, but also in the composition and colours) that make his paintings a testimony to a real era of our past. Luigi Serena essentially kept these characteristics even when, following the changes in artistic tendencies during the century, new figurative styles were to appear in his works; in his search for a luministic effect he found new and greater opportunities to portray life in his native land. 2 A GALLANT CONVERSATION STABLE SCENE CONTENTS BALANCE SHEET BUSINESS ORGANISATION ............................................................................ pg. 9 BOARD OF DIRECTORS FOR 2001 ................................................................ pg. 13 ORDINARY SHAREHOLDERS’ MEETING - NOTICE AND AGENDA ................. pg. 15 REPORT ON OPERATIONS .............................................................................. pg. 17 Introduction ........................................................................................... pg. 19 Financial highlights.............................................................................. pg. 20 Macroeconomic scenario ..................................................................... International scenario........................................................................ Italian economy .................................................................................. Local economy.................................................................................... Italian banking industry ................................................................... pg. pg. pg. pg. pg. 22 22 23 23 24 Strategic guidelines .............................................................................. pg. 25 Structural organisation ........................................................................ pg. 25 Values charter......................................................................................... pg. 27 Commercial activity.............................................................................. pg. Segmentation ...................................................................................... pg. Product study and development ..................................................... pg. 28 28 28 Communication ..................................................................................... pg. 29 Social and cultural initiatives............................................................. pg. 30 Distribution channels .......................................................................... Multi-channel distribution ............................................................... • The traditional network.................................................................... • Innovative channels.......................................................................... pg. pg. pg. pg. 30 30 31 32 Human resources................................................................................... pg. 33 Organisation and technology ............................................................. pg. 34 Controls system ..................................................................................... pg. 35 Risk management ................................................................................. Credit risks .......................................................................................... Financial risks ..................................................................................... Operational risks ................................................................................ pg. pg. pg. pg. 36 36 37 37 Operational performance .................................................................... Operations managed on behalf of customers................................ • Direct deposits .................................................................................. • Indirect deposits ............................................................................... pg. pg. pg. pg. 38 38 39 40 5 CONTENTS Loans ........................................................................................................ pg. • Loan quality...................................................................................... pg. Financial market activities .................................................................... pg. 41 43 43 Equity investments ............................................................................... pg. 44 Operating results for the year ............................................................ Net interest income............................................................................ Total revenues..................................................................................... Operating costs................................................................................... Net income for the period ................................................................ pg. pg. pg. pg. pg. 49 49 50 50 50 Capital accounts .................................................................................... pg. Net assets............................................................................................. pg. Capital for regulatory purposes and the capital ratio.................. pg. 51 51 51 Closing observations ............................................................................ pg. Important events occuring after the end of the period................ pg. Future prospects and strategy.......................................................... pg. 52 52 53 Proposals to the meeting ..................................................................... pg. Proposed approval of the accounts and allocation of net income.................................................................................................. pg. 53 BALANCE SHEET ........................................................................................... pg. 56 PROFIT AND LOSS ACCOUNT....................................................................... pg. 59 SUPPLEMENTARY NOTE: Balance sheet contents and form ......................................................... Part A – Evaluation criteria .................................................................. Part B – Information on the balance sheet ......................................... Part C – Information on the profit and loss account ........................ Part D – Other information .................................................................. ANNEXES: ...................................................................................................... A - Changes in shareholders’ equity and subordinated debt for the periods ending 31 December 2000 and 31 December 2001 B - Statement of the assets that still form the shareholder’s equity under the terms of article 10 of law 72/83, which have been revalued according to specific laws .................................... C - List of equity investments ............................................................. D - Cash flow statement....................................................................... E - List of bonds that can be converted into shares (art. 2, b, P.D. 137/75) ..................................................................... F - Accounts of subsidiaries (art. 2429, section 3, civil code) ......... G - Accounts of associated companies............................................... (art. 2429, section 3, civil code)..................................................... 53 pg. 60 pg. 61 pg. 68 pg. 98 pg. 106 pg. 107 pg. 108 pg. 110 pg. 112 pg. 114 pg. 116 pg. 118 pg. 150 BOARD OF AUDITORS’ REPORT ................................................................... pg. 165 EXTERNAL AUDITORS’ REPORT .................................................................... pg. 169 REPORT AND RESOLUTIONS OF THE MEETING ........................................... pg. 173 6 CONSOLIDATED ACCOUNTS OPERATING REPORT ON THE CONSOLIDATED ACCOUNTS ........................... pg. 179 Introduction ........................................................................................... pg. 181 Veneto Banca Group composition ..................................................... pg. 181 Financial and economic performance of Veneto Banca Group ... pg. 182 Veneto Banca Group companies ........................................................ Veneto Banca....................................................................................... Banca di Bergamo .............................................................................. Banca Italo-Romena ........................................................................... Claris Factor ........................................................................................ Claris Leasing ..................................................................................... Veneto Ireland Financial Services ltd.............................................. Atene .................................................................................................... Claris Assicurazioni........................................................................... Claris Broker ....................................................................................... Claris Vita............................................................................................ Nuova Finanziaria Mediterranea .................................................... Sintesi 2000.......................................................................................... pg. pg. pg. pg. pg. pg. pg. pg. pg. pg. pg. pg. pg. 183 183 184 186 187 188 189 190 190 191 192 193 194 Main strategic and development guidelines................................... pg. 194 Significant post period end events and outlook ............................ pg. 195 CONSOLIDATED BALANCE SHEET ................................................................ pg. 198 CONSOLIDATED PROFIT AND LOSS ACCOUNT ........................................... pg. 201 NOTES TO CONSOLIDATED ACCOUNTS: Balance sheet contents and form ......................................................... Consolidation principles....................................................................... Part A – Accounting principles ............................................................ Part B – Notes to the consolidated balance sheet ............................. Part C – Notes to the consolidated profit and loss account ............ Part D – Other information .................................................................. pg. pg. pg. pg. pg. pg. 202 202 204 211 234 240 ANNEXES: ...................................................................................................... pg. 241 A - Changes in shareholders’ equity and subordinated debt for the periods ending 31 December 2000 and 31 December 2001 pg. 242 B - Group chart ....................................................................................... pg. 244 BOARD OF AUDITORS’ REPORT ON THE CONSOLIDATED BALANCE SHEET pg. 245 EXTERNAL AUDITORS’ REPORT .................................................................... pg. 249 7 BUSINESS ORGANISATION REGISTERED OFFICE AND GENERAL MANAGEMENT Montebelluna (TV)- Piazza G.B. Dall’Armi, 1 Tel. (0423) 283.1 - Fax (0423) 301997 BRANCHES (92) Belluno (2) Alano di Piave Feltre Via Don Pietro Codemo, 8 Via Marconi, 1 Padua (3) Padua San Martino di Lupari Cittadella Via Lisbona, 6 Viale Europa, 25 (*) Pordenone (7) Maniago Pordenone Azzano Decimo Porcia Prata di Pordenone Sacile Spilimbergo Via Umberto I, 8 Via Damiani, 2 (*) (*) (*) (*) (*) Milan (1) Milan Via della Posta, 8/10 Treviso (68) Altivole Vedelago Gaiarine Arcade Asolo Montebelluna Godega S. Urbano Borso del Grappa Caerano di San Marco Maserada Cappella Maggiore Casale sul Sile Asolo Castelcucco Castelfranco Veneto Cavaso del Tomba Cimadolmo Farra di Soligo Conegliano Conegliano Ag. 1 Cordignano Cornuda Crespano del Grappa Crocetta del Montello Fonte Chiarano Gaiarine Gorgo al Monticano Montebelluna Via Laguna, 28/b fraz. Albaredo - Piazza XXIV Maggio, 12 fraz. Albina - Via Roncat, 9 Via Cal Longa, 1 Via Regina Cornaro, 212 fraz. Biadene - Via Feltrina Centro, 145 fraz. Bibano - Via Guglielmo Marconi, 8/a Via Piave , 2 Via J. Kennedy, 1 fraz. Candelù - Via G. Verdi, 5/A Via Fiume, 15/17 Via Vittorio Veneto, 13 fraz. Casella - Via Giorgione, 7/a Via Papa Giovanni, 20 Via S. Pio X, 49 Via Guglielmo Marconi Via Giuseppe Mazzini, 8 fraz. Col San Martino - Borgo S. Martino, 20 Via Friuli, 8 Corso Mazzini, 7 Via Isonzo, 41 Piazza Giovanni XXIII, 40 Piazza S. Marco, 15 Via Erizzo, 4/5 fraz. Onè - Via Roma, 7 fraz. Fossalta Maggiore - Piazza Europa, 18/20 fraz. Francenigo - Via dei Fracassi, 67 Via G. Marconi ang. Via Postumia Centro fraz. Guarda - Piazza Vienna, 1/13 9 Spresiano fraz. Lovadina - Via Lovarini, 37 Mansuè Piazza San Tiziano, 22 Maser Piazza Roma, 6 Mogliano Veneto Via Ronzinella, 172 Montebelluna Piazza G.B. Dall’Armi, 1 Montebelluna (fil. Virtuale)Piazza G.B. Dall’Armi, 1 Moriago della Battaglia Piazzale Carlo Conte, 16 Motta di Livenza Via Magnadola, 28 Ponte di Piave fraz. Negrisia - Via Chiesa, 65 Nervesa della Battaglia Piazzale Berti, 4 Oderzo Via Degli Alpini, 12 Pederobba fraz. Onigo di Piave - Viale Europa, 3 Paese Via Pravato Liberato, 4 Pederobba Via Roma, 90/B-C Breda di Piave fraz. Pero - Via G. Garibaldi, 19 Pieve di Soligo Via Gaetano Schiratti, 131 Susegana fraz. Ponte della Priula - Via 1° Maggio, 3 Ponzano Veneto fraz. Paderno - Via Barbaro, 5 Paese fraz. Postioma - Via Europa Unita, 3 Povegliano Piazza Vittoria Riese Pio X Via Castellana, 4 Salgareda Via Roma, 127/A Montebelluna fraz. San Gaetano - Via San Gaetano, 171 Cimadolmo fraz. San Michele - Borgo Chiesa, 8/A San Polo di Piave Viale della Repubblica, 5 Santa Lucia di Piave Via Francesco Crispi, 5 Sernaglia della Battaglia Via Emigranti, 4 Silea Via Don Minzoni, 6/b Trevignano Via Giacomo Puccini, 2 Treviso Viale Nino Bixio, 1 Treviso (Ag. 1) fraz. Santa Bona - Via Santa Bona Vecchia, 34 Treviso (Ag. 2) Piazzetta dei Lombardi Valdobbiadene Via Celestino Piva, 55 Maserada fraz. Varago - Piazza Croce, 5 Vazzola Piazza Vittorio Emanuele, 45/47 Villorba Via Roma, 123 Vittorio Veneto Via Divisione Nannetti, 47 Volpago del Montello Via Schiavonesca Nuova, 101 Zero Branco Via Noalese, 21/i Venice (4) Mestre San Donà di Piave Spinea Venice Via Luigi Einaudi, 56 Corso Trentin, 76 Viale Viareggio, 34 San Marco 4233 - Campo Manin Vicenza (7) Cassola Torri di Quartesolo Trissino Vicenza Lonigo Schio Thiene Viale Venezia, 43 Via Roma, 12 Via dell’Artigianato, 98 Viale Crispi, 95/97 - Galleria Crispi, 4 (*) (*) (*) (*) Branches in the process of being set up 10 REPRESENTATIVE OFFICES Hong Kong London FINANCIAL POS (2) 1609 Lippo Centre Tower Two - 89 Queensway, Admiralty 3 St. Helen’s Place - Bishopsgate (18) Belluno Bologna Catanzaro Fano (PE) Ferrara Florence Genoa Livorno Messina Naples Novi Ligure (AL) Perugia Pescara Pordenone Rome Taranto Trieste Verona 11 Dott. Flavio Trinca Chairman Rag. Vincenzo Consoli Managing Director BOARD OF DIRECTORS FOR 2001 BOARD OF DIRECTORS Chairman Trinca Flavio Deputy Chairman Antiga Franco Directors Biasia Francesco Caberlotto Gaetano De Bortoli Vitale Filippin Walter Gallina Alessandro Miotto Ireneo Munari Leone Nardi Innocente Perissinotto Gian Quinto Vardanega Giuseppe Virago Graziano Zago Bruno Zoppas Gianfranco BOARD OF AUDITORS Chairman Fanti Fanio Statutory Auditors Sonego Bruno Zanatta Fulvio Alternate Auditors Facchinello Remo Mazzocato Martino BOARD OF ARBITRATORS Chairman Chiaventone Adolfo Statutory Arbitrators Merlo Pietro Giorgio Schileo Giuseppe Alternate Arbitrators Barilà Francesco Pizzolotto Renato GENERAL MANAGEMENT CEO Consoli Vincenzo Deputy CEOs Bressan Armando Feltrin Romeo EXTERNAL AUDITORS Reconta Ernst & Young spa 13 To the SHAREHOLDERS of VENETO BANCA Montebelluna, 22 January 2002 NOTICE OF THE ORDINARY SHAREHOLDERS’ MEETING The shareholders are hereby informed that the Ordinary Shareholders’ Meeting is convened for the first time on Friday 19 April 2002 at 8 a.m. and a second meeting will be convened on the following day: SATURDAY 20 APRIL 2002 at 9 a.m. at the Palestra Scolastica Polifunzionale “Palazzetto Silvano Mazzalovo”, located in Montebelluna - Via Malipiero no. 125/A, for the purpose of considering the following agenda: AGENDA Item 1) - Reports of the Board of Directors and the Board of Auditors, presentation of the Balance Sheet as at 31 December 2001 and resulting and inherent resolutions; Item 2) - Assignment of the function of auditing of the accounts for the three-year period 2002/2004; Item 3) - Determination of the attendance fees to pay to the Members of the Board of Directors for the period 2002; Item 4) - Determination of the fees to be paid to the Statutory Auditors for the three-year period 2002/2004; Item 5) - Appointment of five board members, the Board of Auditors and its Chairman and the Board of Arbitrators. According to art. 24 of the Company By-laws, the Ordinary Shareholders’ Meeting will be legitimately convened for the first time when, among those present and represented, at least a quarter of the shareholders are present and for the second time with any number of attendees. According to art. 22 of the Company By-laws in order to have the right to attend and vote at the Meeting, members must, on the date of the first meeting, have been entered in the register of shareholders for at least three months and, at least five days before the date set for the meeting, must have lodged one or more properly registered share certificates at the registered office or with subsidiary offices. Shares already lodged in safekeeping in custody and administration with the Bank, dematerialised in accordance with the law, are understood, unless otherwise indicated by the shareholder, to be lodged also for the purposes of participating at the meeting Each shareholder has one vote, regardless of the number of shares registered to him. A shareholder may be represented by another shareholder who is not a board member, an auditor or an employee of the Bank or subsidiary thereof. The proxies, compiled in compliance with the provisions of the law, may appear both at the first and the second convocation and must be authenticated by a notary public, with a stamp and legible signature, by a Director, Executive Cadre or a Principal of a subsidiary of the Bank. Each shareholder may not represent more than one shareholder, except in the cases of legal representation. pp. BOARD OF DIRECTORS THE CHAIRMAN (Dott. Flavio Trinca) Notice published, in accordance with art. 21 of the Company By-laws, in Official Gazette no. 48 of 26 February 2002 BOARD OF DIRECTORS’ REPORT ON OPERATIONS I NTRODUCTION To the Shareholders, The period just ended was particularly significant for our Company which is becoming an increasingly important player in the economic scenario. Veneto Banca is undergoing a transformation and is changing from a local bank with a predominantly provincial horizon to a Group which, in addition to having a stable base of development in the Piedmont strip which extends from Pordenone to Bergamo, is also assuming a national connotation. The objectives which it has set for itself are wide-ranging. The strategic plan for the three-year period 2002-2004 foresees for the Group the attainment of 185 branches, 18 financial points of sale, 5 private banking centres, 850 financial consultants and 1,000 insurance agents and brokers, distributed throughout the national territory. In 2001, in particular, the following objectives were set: • The completion of the process of reorganising and rationalising the operation of Banca Italo Romena which, among other things, involved transferring the head office from Milan to Treviso and opening the Timisoara and Arad subsidiaries in Romania, in addition to the one in Bucharest; • The entire reorganisation of the activity of the insurance company Claris Vita spa, providing for the necessary re-branding, with the aim of creating a uniform group image; • The sale of the subsidiary SunAlliance Vita spa; • The acquisition of 60% of the Bank of Bergamo, with the subsequent relaunch of the company both from an organisational and commercial viewpoint (strengthening of management, migration of the information centre and opening of five new branches, which are in addition to to the 7 already in operation); • The outlining of an operation oriented towards acquiring 29 branches of the Nuova Banca Mediterranea. The project, among other things, involved the launch of a Public Purchase Offer, which had a positive outcome, on the shares of the Banca Popolare del Levante, creating the basis for the formation of a new bank in the south of Italy, which will be called Banca Meridiana spa; • The start of the development of new innovative channels with the creation of Claris Net and Claris Banca. The operation to acquire branches in the south of Italy deserves a mention. Presence in this area of the Country emerges from the precise willingness to have a stronghold in a territory that has considerable potential for development and to provide support to Veneto companies which have already delocalised their production activities in these areas. To emphasise the, even symbolic, value of this decision, Veneto Banca was at the side of Unindustria Treviso on 2 March this year in Manfredonia for the inauguration of the production year, thus reiterating the positive experience of Timisoara. 19 The initiative, which involved around 1,000 entrepreneurs from all over Italy and which also involved the participation of the highest government, entrepreneurial and national trade union authorities, enabled the fact to be underlined that development is not the summation of individual actions, but the result of the action of an industry, within which the loan institutions play a role of primary importance. Further to all these activities, the Company also set itself the requirement to govern the growing organisational complexity, strengthening, from both a quantitative and qualitative viewpoint, the central structure and equipping itself with group regulations. Insofar as the balance sheet and operating results are met, there are many satisfactory elements. The difficult and turbulent phase crossed by financial markets and the international political crisis did not in fact affect the performances of the Institute which continued to record positive results. In the period just ended the assets developed positively, with loans to customers growing by 25.8% and total deposits closing with a positive change of 11.4%. Net income, before provisions for the risk and charges reserve and the reserve for general banking risks, increased from 35.2 to 44.4 million euro, with a percentage growth of 26.2%, testimony to the fact that the period just ended was a highly satisfactory period for the Bank. F INANCIAL H IGHLIGHTS (in € thousands) Profit and loss figures Net interest income Net commission income Total revenues Administrative costs Operating profit Net income for the period Balance sheet figures Total assets Loans to customers Securities Shareholders’ equity Shareholders’ equity and subordinated debt Financial assets of customers Direct deposits Indirect deposits Assets under management Assets under administration Structural ratios (%) Shareholders’ equity/total assets Customer deposits/total assets Loans to customers/total assets Loans to customers/customer deposits 20 31/12/2001 31/12/2000 Change absolute % 133,984 55,159 189,143 80,108 109,034 34,108 66,880 70,513 137,393 72,471 64,921 28,510 67,104 +100.34% -15,354 -21.77% 51,750 +37.67% 7,637 +10.54% 44,113 +67.95% 5,598 +19.63% 3,695,404 2,485,019 483,228 367,327 2,830,069 1,975,283 232,339 265,259 865,335 +30.58% 509,736 +25.81% 250,889 +107.98% 102,068 +38.48% 522,283 373,715 148,568 +39.75% 2,020,597 2,545,260 1,333,810 1,211,450 1,763,902 2,335,990 1,512,200 823,790 256,695 209,270 -178,390 387,660 +14.55% +8.96% -11.80% +47.06% 14.13% 54.68% 67.25% 122.98% 13.21% 62.33% 69.80% 111.98% +0.92 -7.65 -2.55 +11.00 (in € thousands) Profitability ratios (%) ROE (net operating profit/ shareholders’ equity) (*) ROA (net profit/total assets) Net interest income/interest-bearing assets Net interest income/intermediated funds Net interest income/total revenues Net commission income/ intermediated funds Total revenues/intermediated funds Administrative costs/intermediated funds Net commission income/total revenues Administrative costs/total revenues Operating expenses/total revenues Bad debt ratio (%) Net non-performing loans/loans to customers Watch-list/ loans to customers Net non-performing loans/ shareholders’ equity Capital ratios (%) Tier 1 capital/weighted assets Total shareholders’ equity/weighted assets Shareholders’ equity/net loans to customers Operating structure and productivity Average number of statutory employees Number of bank branches Number of financial consultants Loans to employees before tax Total revenues per employee 31/12/2001 31/12/2000 Change absolute 13.34% 0.92% 14.88% 1.01% -1.54 -0.09 3.85% 2.52% +1.33 3.63% 70.84% 2.36% 48.68% +1.27 +22.16 1.49% 5.12% 2.49% 4.85% -1.00 +0.27 2.17% 2.59% -0.42 29.16% 42.35% 42.35% 51.32% 52.75% 52.75% -22.16 -10.40 -10.40 0.94% 1.00% 1.07% 1.21% -0.13 -0.21 4.47% 5.64% -1.17 10.51% 9.78% 0.73 15.22% 14.30% 0.92 21.02% 18.92% 2.10 831 82 90 2,990 227.6 738 79 21 2,677 186.2 % 93 +12.60% 3 +3.80% 69 +328.57% 313 +11.69% 41.4 +22.23% (*) Shareholders’ equity net of profit and subordinated debt, and including in the net profit the provisions for reserves for general banking risks and the risks and charges reserve. 21 M ACROECONOMIC S CENARIO To the Shareholders, With the aim of providing a better interpretation of the results obtained by our Bank in 2001 we will provide a summary of the salient points that have characterised the economic/financial scenario of the year just ended. International scenario In 2001 the world economy showed a marked downturn which, in the latter part of the year, following the negative effects on the economy of the terrorist attacks of 11 September in the United States, led to a veritable period of stagnation. The world gross product however grew mid year by 2.1%, compared with 4.4% in 2000. GDP at constant prices (OECD estimates) 6.0 4.0 2.0 0.0 -2.0 1997 1998 1999 USA JAPAN 2000 2001(*) EU Source: National Association of Credit Societies The industrial countries of the OECD, which overall showed an increase of the GDP of 1%, compared to 3.3% for the previous year, recorded a later convergence of the average growth rates. Japan was the only country to experience a decrease: after a slow period of recovery, the economy re-entered a phase of recession. The United States also entered into recession in March, after ten years of expansion, but in the middle of 2001 it recorded a growth of the GDP of 1.1%, against 4.1% in 2000. The European Union, while showing major resistance to the recessive trends, suffered more than anticipated from the deterioration of the world economy. In the United States the economic policy action aimed at offsetting the economic slowdown was very decisive. The Government brought forward its plan to reduce taxes and in the meantime the Federal Reserve implemented an aggressive slowing down of the monetary policy, reducing the tax on “federal funds” to a level that has not been reached since the 1960s (from 6.50% to 1.25%). The various events which prevented the collapse of the stock market did not, in the meantime, prevent the economy from entering a phase of recession. 22 Rates Curves 3M 8 0.7 7 0.6 Rates 6 0.5 5 0.4 4 0.3 3 0.2 2 0.1 1 0 0 Jan-99 Mar-99 May-99 Jun-99 Oct-99 Dec-99 Feb-00 May-00 Jul-00 Sep-00 Dec-00 Feb-01 Apr-01 Jun-01 Sep-01 Nov-01 EUR 3M USD 3M JPY 3M Source: Bloomberg 2001 was also a difficult year for the countries of the European Union. They did, however, register a growth in GDP of 1.7%, which even though halved in comparison to that of the previous year, showed a positive resistance to the recessive trends. The key positive contribution to the increase of wealth was given by the net exports and internal demand in the component of private consumption. The performance of employment was positive and registered an increase of 1.1%. The rate of unemployment dropped to 7.8%, from 8.1% the previous year. Italian economy Italy recorded a higher result compared to the average of the countries of the Union, ending 2001 with a positive change in the GDP of 1.9%. Conversely, industrial production showed a reduction of 2.8%, even if this was in line with what happened in the main countries of the Euro zone. As regards price performance, trends were recorded that set inflation against consumption, which ended 2001 with a positive change of 2.7% and production prices fell 1.3%, above all owing to the energy component. Finally, figures concerning the employment market are positive: Italy is one of the countries of the Euro zone with the best development of the unemployment rate which fell 10% on the previous year to 9.3% for 2001. Local economy The GDP in the Veneto region grew slower than the national average, registering an increase of 1.6%, compared to 1.9% overall. However, mainly positive figures can be seen with regard to both internal demand for consumption and investments, which grew 4.8% against the national 0.7%, and exports, which ended the year with a change of 6.3%, against the overall level of 4.8%. In the Treviso area, after a very positive year in 2000, economic slowdown indicators were already clearly evident in the initial months of 2001 and were reinforced over time. The indicators, in fact, show a considerable downturn both in production (+0.8%, compared with +6% for the previous year), determined above all by 23 the marked reduction in export growth rates, and orders (-2%, against +5% in 2000). The “cooling” of the economy is thus clear in the various sectors of activity. The metal and mechanical sector entered a phase of slowed demand, above all from the Autumn months. Forecasts for the more immediate period are still pessimistic, especially on account of the delicate period that Germany is currently experiencing, which represents the main reference market for our operators. The overall performance of the sectors within the sphere of the “fashion industry” instead appears to be stationary, with the exception of the sectors of sports footwear and clothing, which registered a fairly positive trend, predominantly in the first part of the year. In addition, the personal property industry is experiencing a phase of stagnation and, in the immediate future, the trend does not show signs of letting up. Also in this case the main concerns are coming from the German market, traditionally important for many local companies. The plastics sector is likewise experiencing a period of productive stagnation. Against the trend, with regard to a situation that is on the whole seen to be somewhat static, are both the wine industry and the food industry, above all in the sectors of basic foodstuffs (e.g. pasta, charcuterie, cheeses, etc.) and biological products. Italian banking industry In 2001 the Italian banking industry experienced a degree of expansion of activity, characterised by opposed trends of deposits and loans. In fact, while the rate of growth of deposits from customers saw a marked acceleration (+6.2%, compared with 2.8% for 2000), loans slowed down their expansion closing with an increase of 6.7%, against 14.3% at the end of 2000. Within the scope of such an aggregate, moreover, differentiated growth rhythms were observed between the short term and medium and long term sectors: the latter increased in fact by more than 8%, compared with a growth rate slightly greater than 5% for the former. Such a performance is justified, from the side of deposits, in the improvement of the financial balance of family firms and their increased preference for liquidity, on account of the growing uncertainty and the disappointing performance of the stock market. With regard to loans, instead, the main factors are found in the more modest financial requirement of the companies, associated with lower investments and, in the meantime, to the use of alternative sources of financing, for example bond issues on the euro market. Bank rates have incorporated the gradual reduction of monetary rates and the average rate of loans produced a subsequent drop, settling by about one point below the value of one year ago. In addition the average rate of deposits registered, in comparison to the end of 2000, a marked reduction of about 71 base points. 24 Such trends have therefore led to a trend of reduction of the differential between average rate of the interest-bearing asset and that of heavy funding, which is on average curbed by 13 base points. The greatest drops on profitability of the industry are derived, moreover, from the reduction of “other revenues” (net commissions on services and profits from financial operations) on account of the lower propensity of savers to invest in securities. O PERATING PERFORMANCE OF THE MAIN AREAS OF ACTIVITY S TRATEGIC GUIDELINES To the Shareholders, We are illustrating, hereafter, the events that characterised the management of Veneto Banca and the main financial results achieved during the course of the financial year 2001. In the Board of Directors meeting of 20 November of the last period, the new strategic plan for the three-year period 2002-2004 was approved, which defines the path and the initiatives to carry out in order to further improve the capacity to create value. In the general policy document the Bank proposes to be a reality distributed in the Veneto region and throughout the Piedmont strip comprised between east Lombardy and Friuli, as well as in Romania with operating points located in the main industrial districts present in the area. If the national territory, considered as a whole, will be presided over by a network composed of insurance agents and financial consultants, who will operate with the support of the e-bank via the web and call centre, the branches of the constitutive banking reality in the south of Italy will contribute to major cover, with physical strongholds of the southern region. The reference customers will be composed of individuals, companies and local economic entities, and the Company will respond to their requirements with ever increasing efficiency, through the offer of innovative and high level quality products and services. In the realisation of the company mission, the Bank will operate in complete autonomy, implementing its own growth strategy internally, with a more aggressive stronghold over the market and, if the opportunity arises, externally, through possible acquisitions of other banking realities and/or branches. Furthermore, the institute will market third party products, through the definition of partnership agreements with top quality suppliers. Own production of products is also provided for, which will reach significant critical masses. S TRUCTURAL ORGANISATIONS According to the changed company reality, 2001 saw the introduction of a new structural organisation to encourage the consolidation of results obtained and the fulfilment of subsequent ambitious targets. 25 Starting with an in-depth analysis of the company reality, lines of intervention were identified that are needed to realise an excellent bank focussed on added value at all levels: • Bank extended towards the external customer; • Territorial structure capable of satisfying the customers’ requirements in a very short time and of understanding the emerging requirements; • Organisational structure oriented towards results, capable of identifying precise responsibilities and stimulating individual initiative. These objectives have required a complete review both of the role of the peripheral structure, areas and subsidiaries, and of the structure of the central management. The former were strongly oriented towards commercial activity. The revision of the central structure has instead determined the creation of three centres of responsibility directly answerable to the Managing Director and the reorganisation of the staff functions. In addition to this, Group regulations were recently introduced, with the aim of formalising all the standards which regulate internal relations. The documents, in addition to illustrating the organisational installation of the Group companies and describing the mission and responsibilities of the parent company and the various subsidiaries, analyses in detail the governing and operational logics of the Group itself, as well as the regulations that regulate the activities of the individual structures. The rules, consistent with the fixed strategic guidelines, are based on the following principles: • Centralisation at the offices of the Parent Company of the activities that are administrative and technical in nature, in addition to those of commercial support of the subsidiaries, with the aim of making the processes homogenous and obtaining greater economies of scale; • Maintenance at the subsidiaries of a distinctly commercial connotation, with central fluent and essential structures, in close operating and functional contact with the relevant offices of the Parent Company. The new company structure is represented by the following organisation chart. 26 FOUNDATION BOARD OF DIRECTORS Executive Committee HUMANA RESOURCES CONTROLS COMPY AND INVESTMENT BUSINESS GENERAL MANAGEMENT LEGAL COMPANY CASHFLOW PLANNING MARKETING & EXTERNAL RELATIONS MANAGEMENT COMMITTEE CENTRAL MANAGEMENT ADMINISTRATION & SERVICES SHARE CAPITAL CENTRAL MANAGEMENT INNOVATIVE CHANNELS LOGISTIC DEPTS. CENTRAL MANAGEMENT MARKET ASSETS ADMINISTRATION COORDINATOR PURCHASE COMMERCIAL MONITORING TECHNICIAN ADMINISTRATION ACCOUNTING TECHNICAL RESOURCES E-BANK LOANS CUSTOMER FINANCE CORPORATE RETAIL PRIVATE BANKING RISK CONTROL ORGANISATION E-SUBSIDIARY CENTRAL ABROAD AUXILIARY SERVICES CENTRALISED PROCESSING SECURITY SISTEM OF PAYMENT INFORMATION SYSTEM ORDINARY LOANS FINANCIAL CONSULTANTS SPECIAL LOANS SEGR. LOANS AREA TREASURY ENTITIES MILAN SUBSID SECURITIES VALUES CHARTER During 2001 the guide values intended to be permanently acquired by all the Bank staff were reviewed. This occurred further to a project to redefine the organisational culture, conducted with the collaboration of SDA Bocconi, whose foundation was the outcome of the development of the thoughts, ideas and perceptions of the entire Bank structure. The fundamental values are: 1. orientation towards the customer, to be realised through paying attention to their requirements, to anticipating new requirements and to resolving their problems; 2. “responsibilisation”, understood as active and intentional involvement in company life; 3. attention to change, which manifests itself as intentionally looking towards the future, by opening up to innovation and flexibility in the realisation of work; 4. the development of professional skills, constantly adapting them to the demands of the required tasks; 5. staff initiative, which is realised through “entrepreneurial” behaviour at all levels of responsibility, oriented towards the attainment of objectives; 6. team spirit, understood as cooperation within the organisation, with the aim of obtaining the required objectives; 7. maintenance of the company reputation, acting honestly and correctly in all business affairs. 27 C OMMERCIAL ACTIVITY Segmentation Several elements of segmentation were introduced into the company with the organisational review of the last period. These identified both at central and suburban level, a specialisation between the corporate, retail and private sectors, safeguarding, moreover, the uniform management of customers. A retail manager and a corporate manager were introduced into all areas who will be responsible for meeting the respective guidelines established within the sphere of the Central Business Management at a functional level. In the meantime, the creation of territorial “private centres” commenced which from an organisational viewpoint have similar characteristics to those mentioned above. Product study and development Also in 2001 the Bank’s product policy was kept in line with the development of demand and the structural changes of the financial panorama. With regard to its development, the choices relating to the methods and channels used for distribution had a determining effect, in relation to the specific packages with well defined characteristics that were prepared. As regards the different sectors, the main initiatives were: • “Mutuotutto” line: the activity is realised through the offer of a series of particularly innovative and winning products which tried to “marry” the possible requirements of product lines in this sector with a wide choice of financial solutions; • derivative products: particularly significant, also for returns in terms of image, the initiative relating to the offer of derivative products to the customer is demonstrated; • “ride the wave”: the activity in the area of assets under management developed with the launch of asset management in multi-brand funds, realised with the support of a leading Swiss bank. This product line, despite the weak performance of the financial markets, was a great success within the first months of start-up. It involves management split into five lines, representing various levels of customer risk propensity, which allows the ever diversifying requirements of the market to be satisfied in a targeted manner. Within the scope of the traditional direct deposit, different types of structured products were issued whose return was principally linked to the performance of share prices and to stock exchange indices. Furthermore, at the start of the year, the commercial offer relating to current accounts for individuals and families was revised, directing it to a “packaged” product structured around three pricing and service options. Commercial activity in the sector of financing to private customers thus continued with particular care, especially with regard to consumer credit, whose 28 gratifying results confirmed, once again, the quality of choices that the significant market trends were able to anticipate. 2001 was a fundamentally important year for the insurance sector, because it coincided with the start of the placing of the products from our subsidiary Claris Vita spa. It was, in fact, a period with satisfying results on the whole: the action targeted at atypical products for the banking sector, such as automobile liability insurance and damage, was particularly profitable with considerable returns both numerically and image-wise. Within the sphere of collection and payment systems the Bank intensified commercial activity for POS equipment and payment cards. Regarding the latter, the range of products offered and their distribution to customers was expanded. Finally, with reference to the sectors of specific interest for the customer company, the introduction of the new co-operative remote banking product of “Global Banking” should be noted, which has allowed the functionalities offered by the previous product to be increased with growing levels of security and effectiveness. Of particular note was the start of the new corporate desk with the task of supplying a highly qualified financial consultancy service. This is a customer desk specialised in company finance and which is mainly concerned with corporate derivative products aimed at management and covering price and exchange rate risks. In the foreign sector the Bank subsequently developed the customer consultancy activities, offering the most effective solutions to requirements linked to the transactions by and for foreign countries. It is thus in this scope that the synergies with some companies of the group such as Banca Italo-Romena and Sintesi 2000 can be explained, the latter operating through its representative offices in London and Hong Kong. C OMMUNICATION 2001 was a particularly important year for the Bank and for the Group in its entirety. The growth of the latter, as well as the need to reinforce the Veneto Banca brand and those relating to the subsidiary companies as well as beyond the traditional confines, have given rise to a particular commitment in the area of communication. In this respect, an important communication campaign was conducted, characterised by both institutional and commercial messages that predominantly used prestigious names and broadcasting networks distributed nationally. In particular, within the scope of institutional communication, important sponsorship linked to the world of sport come into play, such as local sports companies and the Vicenza Volley, as well as in the world of production, with the direct involvement of the Bank in the important event of opening the production year of industrialists in the province of Treviso held in Timisoara. The communication, institutional and commercial activity was also given the 29 objective of characterising each message in such a way as to display and reinforce the principles that inspire the Bank strategy, or else the autonomy, the strong territorial roots and the quality of the products/services offered, particularly highlighting values such as dynamism, timeliness and promptness of answering market challenges. Finally, the employees convention held in Sardinia in the last month of October deserves a separate mention. This was an extremely significant event: the best knowledge of the overall company reality, as well as the strategies and potential of the Group, is certainly the necessary introduction to a major sharing of these strategies and potential and for increased team spirit and sense of belonging, conditions vital to the success of the ambitious projects that the Bank has set itself to achieve. S OCIAL AND CULTURAL INITIATIVES Veneto Banca is not only present in the economic, financial and productive life of the territory in which it operates, but also within the social sphere, sustaining the values of solidarity through the “Veneto Banca Onlus Foundation”. During 2001 numerous and varied important initiatives were carried out. Among those that come within the area of social solidarity are the support given to the “Paediatrics Department” of the hospitals of Treviso and Montebelluna, the contribution to the “Piccola Comunità Onlus” of Vazzola, dedicated to the recovery of young drug addicts and the help to the foundation “Il Nostro Domani Onlus” which looks after seriously disabled children. Within the cultural sphere, in addition to the henceforth customary intervention in support of the “G. Mazzotti Literary Prize” and the attention to different musical institutes of the province, the Foundation has started to contribute towards numerous deserving initiatives for their cultural value (Dama Castellana, piano competition “Premio Città di Treviso”, the reopening of the “Carlo Rizzarda” Gallery of Modern Art in Feltre, “Pro Senectute” Association of Treviso). The commitment to the recovery of artistic goods is expressed, among others, through the participation to support the initiatives to restore the organ of the Cathedral of Crespano del Grappa and the sixteenth century frescos on the wall of the Cathedral of Conegliano. Finally, in the field of “research” the Foundation plays a role by generously donating a study grant aimed at the project for the early prevention and diagnosis of intestinal tumours for the benefit of the Hospital of Mestre. Furthermore, the commitment to safeguard the heritage of local tradition was significant, through the support of the annual edition of the Palio del Vecchio Mercato, a typical Montebelluno exhibition. D ISTRIBUTION CHANNELS 30 Multi-channel distribution The organisational model adopted provides for a diversified distribution approach according to the operating zone of the Company or the subsidiaries, as stipulated in the strategic plan. While in the area that extends from Pordenone to Milan, development has been provided for predominantly through traditional physical channels, throughout Italy a multi-channel distribution method has been introduced composed of financial consultants, multi-representative insurance agents and/or brokers responsible to Claris Vita, of internet banking and telephone banking. The traditional network With the opening of the new branches in Pordenone, S. Donà di Piave, Trissino and Venice, the stronghold of the territory has been reinforced through traditional structures. Territorial expansion directed towards reinforcing operational presence in the bordering areas with the historical core represented by the province of Treviso, which has the greatest concentration of Bank branches. In particular, with the above-mentioned opening of the subsidiary of Pordenone, the scene was set for the direct stronghold of the Friuli province. On 31/12/2001 the commercial network was made up of 82 branches. This year, consistent with the provisions of the three-year plan, the opening of ten new subsidiaries has been planned. Branches 92 90 70 50 79 82 2000 2001 61 46 53 55 56 1996 1997 1998 47 30 10 1994 1995 1999 2002 In 2001 the Bank did, moreover, continue its growth process with the fully operational start-up of its first Private Banking centre. This was an important step for improving customer service, that cannot be left out of consideration from the continuous offer definition, not only in terms of content but also of means of distribution, increasingly suited to the requirements and characteristics of the different customer segments. In December 2001, the ATM-Bancomat network was made up of 84 automatic branches. The installed POS equipment grew subtly (+29.3%) and at the end of the year totalled 1,165 stations, compared to 901 recorded in 2000. Finally, operational remote banking connections with the companies reached 922 units, registering an increase of 52.40%. 31 Innovative channels In 2001 the Bank’s activity was given a significant boost within the sphere of multi-channels sector. Numerous interventions were made which led to a significant strengthening of the innovative channels sector, through a complete organisational revision. The new approach began further to the purchase of the company Claris Vita spa, which took place at the start of the period, with the objective of accelerating and developing the commercial potential of the Group through non-traditional sales networks. The activity, which after an in-depth phase of study effectively started at the end of the summer, provides for a strong synergy and a gradual interaction between the network composed of approximately 700 agents and 300 brokers, already operating though Claris Vita throughout the national territory, and the network composed of financial consultants, responsible to the Parent Company and today in the phase of rapid growth. The project is extremely diverse and is based on the following: • Start of the Claris Vita agents network in the activity of marketing standardised banking products. This involves current accounts, loans, consumer loans, credit cards prepared for the purpose of meeting the specific provisions of the Supervisory Bodies, realised directly by the Parent Company and/or coming from distribution agreements with leading counterparts. • Involvement of the Claris Vita network in the activity of placing financial instruments. The start of the agents/brokers is provided for, or their collaborators selected according to need, to the profession of financial consultant through also the organisation of courses to prepare for the professional qualification examination. This activity will allow the important “cross selling” potential of the insurance customers’ agencies to be developed. • Development of the financial consultants network (named Claris Net) based on totally innovative concepts related to the possibility of approaching a highly professional and qualified consultancy activity. The development plan provides for the realisation of 18/20 financial consultants offices distributed throughout the entire national territory, concentrated in six macro areas, and the recruitment, within 36 months, of approximately 1,000 financial consultants (except for those placed within the Claris Vita agencies) with a stable consistency of networks close to 850 units. The above-mentioned activities are also based on the development of “ebanking” (Claris Banca, Veneto Banca brand) realised in cooperation with our subsidiary Elsag SuperNet of Milan. Claris Banca was devised and realised with the objective of serving as a link between our Company and the external networks as a vital support instrument to the agents and the consultants activity. 32 As at 31/12/2001 the project started definitively with the following results: • 220 agents obtained the instruction from the Bank to place standardised banking products; • 215 agents took part in the project relating to the recruitment and coordination of financial consultants to be inserted in the Claris Vita agencies, obtaining from Veneto Banca the position of “branch manager” as required; • 90 financial consultants were coded by Claris Net. Furthermore, it should be noted that of those participating in the two cycles of training and preparation for the financial consultants examination organised during the year, almost 130 have obtained the qualification and are completing the related commission with our Bank. H UMAN RESOURCES Human resources are a determining factor for the success of the initiatives of the Bank. For this reason, the human resources department necessitated a structural and dimensional adjustment in the last financial year, a crucial year for the growth of the Veneto Banca group, in order to be able to offer the most appropriate support to the requirements not only of the Parent company, but also of the various subsidiaries. During the year, the rewards system for the commercial network (conceived and implemented in order to exploit and to support “team work”) was once again adopted, thanks also to constructive dialogue with the unions. A study was also initiated for the introduction of a similar system for general management structures. During 2001 staff numbers increased by 86, bringing Bank staff to a total of 867 employees, compared to 781 at the start of 2001. At the end of March of the current financial year employee numbers in the Company totalled 889. N° of Employees 900 867 781 800 700 633 600 572 581 1994 1995 601 605 1996 1997 647 500 1998 1999 2000 2001 At the end of 2001 staff numbers may be broken down as follows: senior management (1.7%), management staff (27.2%), general employees (70%) and auxiliary personnel (1.1%). 2001 was an important year with regard to training and recruitment. 33 Recruitment was carried out to find staff with both business experience to place with our sales network (as advisors and branch employees) and with significant banking experience for more senior positions. This was not only with regard to Veneto Banca but also for the other companies in the group. Today more than ever before, training is fundamental in supporting and encouraging the organisational changes and strategic requirements of the company. The heightened complexity and speed of today’s markets mean that the customer, the primary addressee of our activity, increasingly demands improved quality of service, as well as the skills and professionalism that together create the true added value of the Company. From this point of view and with the aim of meeting the changed requirements of the company resulting from the new organisation, training in 2001 was characterized by further specialization, with particular respect to the reference customers in the main macro segments (retail and corporate), by combining technical training with other behaviour-related training. Training registered an increase of 6.3% with regard to number of days and 18.5% in terms of number of trainees. 87% of active personnel took part in training courses, with an average of 3.8 man days. Overall, 452 days of training with 3,286 trainees were organized. Furthermore, support and tutoring activities are to be taken into due consideration within such a context, since these not only allow the professional growth of all personnel, but also foster the insertion of new arrivals in a company environment aspiring to maximum availability and cooperation. O RGANISATION TECHNOLOGY AND Numerous technical, IT and organizational projects were carried out during the year with the aim of increasing the overall efficiency of operations and adapting the structure of the company to the new market requirements. The introduction of the Euro required a full-scale project of evaluation and a series of actions affecting all aspects of the activities of the Bank. Both human and technical resources were subject to severe stress throughout the whole year, and particularly in the last quarter, involved as they were in making the preparations required for an adequate approach to this epoch-making change. The organisational activity required during 2001 by the acquisition of the Banca di Bergamo spa was also outstanding. At the same time as the acquisition of the majority shareholding, the computer system was also replaced with that used by the Parent company. The limited time span available to complete the operation required a considerable effort on the part of the company structures of both Veneto Banca and Banca di Bergamo. The operation was particularly successful in terms of its impact on the customers of the subsidiary. On the occasion of the acquisition of the majority shareholding in the Banca di Bergamo, a new organisational strategy was also inaugurated, consisting 34 of the arrangement of structures and processes for the provision of operational, coordinating and inspection services at the Veneto Banca Parent company and at the subsidiary bank. This enabled the Banca di Bergamo to maintain a streamlined structure, almost exclusively focused on commercial activities, with a minimum number of resources at the central office of the Bank and with accounting and administrative activities transferred to the Parent company. Towards the end of 2001, five new branches of the Banca di Bergamo were opened. All necessary actions and activities were provided by the parent company Veneto Banca. The launch of “Claris Leasing spa” required another significant commitment with regard to the determination, acquisition and installation of both the business IT application and the most suitable technological components. A rating project was set up over the first few months of 2001, to implement a computer system to evaluate the credit supplied by the Bank. As early as the current year, this project will give Veneto Banca and the Group a tool enabling wider risk coverage as well as a more accurate measurement of risks, based on the most advanced procedures of internal self-control, as was suggested by the Basle Committee on the subject of the adequacy of capital of banking intermediates. Moreover, a determining process of technological renewal was carried out in 2001, allowing the Bank to adapt to the most advanced solutions in terms of technical structures, and effectively enabling it to meet the requirement of distributing ever increasing amounts of information, both internally and externally. Lastly, the construction of the Service Centre merits particular mention. The complex, which is in an advanced stage of development, represents a significant goal for the Bank: the opportunity to logistically reorganise the management structures and departments will lead to greater efficacy and efficiency in interdepartmental relations and in the handling of operating costs. Transfer to the new premises is planned for the summer of 2003. T HE CONTROL SYSTEM The internal control system comprises a set of rules, procedures and organisational structures intended to ensure the correct management of all the activities of the Bank, in observance of the law, the provisions of the Supervisory Board and company strategies. It is therefore of the utmost importance that it is continually updated and adapted to the various activities of the Bank and of the companies held by the Bank to achieve the objective of “sound and prudent management” necessary for commercial activities and the resulting profitability. During 2001 the enhancements and implementations to the overall control system have particularly concerned the adaptation of the tasks, responsibilities and IT tools of the central departments of the Bank to the new activities required by the companies of the group. In this respect the control system of the Banca di Bergamo and that of the Banca Italo-Romena were defined and put into operation. The remote control system of the latter is at an advanced stage, by means of direct IT questioning via the satellite connection implemented with the Bucharest subsidiary. 35 The outsourcing contracts with the above-mentioned banks of the Group for the provision of services and for the execution of the controls are also at an advanced stage. The evaluation and enhancement of the IT tools used in risk monitoring and control have also continued, with both the direct interventions of the control departments and by SEC Servizi of Padova, which supplies the Bank with its computer system. Particular attention was given to the definition of the auditing system of the financial consultant network of the Bank, known as “Claris Net”. Organisational, management and control guidelines have been established with reference to the network’s new and wider dimensional and territorial objectives. The Claris Net auditing system will enter into operation during the financial year 2002, in line with the progressive increase in the activity of the new structure, with the help of resources specifically dedicated to control. R ISK MANAGEMENT The Veneto Banca Group attaches great importance to risk management and control, the organisational framework of which is divided into three levels of responsibility: 1. the Board of Directors, which defines the strategic lines and the tolerance levels; 2. the control and management departments (Internal Auditing, Planning and Credit), which support the company directors in the definition of policies relating to the allocation of capital and provide indications for risk management and control by monitoring performance; 3. those departments which, together with the management departments, are responsible for managing the operation of risks in the relevant portfolio. In this context, and in line with the provisions of the recently approved strategic plan, a specific risk management section is being set up within the Planning Department, whose task will be to oversee the risk management procedures and the integrated methods of measurement and evaluation of the risk. Credit risks Veneto Banca pays particular attention to the handling of credit risks in the light of the recent innovations proposed by the Basle Committee on the subject of measuring and determining the capital adequacy of banks. The entire credit risk process is currently governed by: • the right to extend credit, where approved by the Board of Directors; • internal regulations and the control systems operated by the individual company departments concerned; • internal standards for credit and guarantees. A specific department also has the task of controlling branches from a distance, and may intervene to limit risk where appropriate. The branches are also inspected to check on positions which appear anomalous. 36 For the purposes of extending measurement and control models to lending under a framework of “maximum acceptable loss” and “value at risk”, the method of internal rating was used, consisting in the calculation of probability, based on past experience, of a loan becoming insolvent. The Bank has therefore launched a project of “Total Credit Quality” together with SEC Servizi to develop the internal rating system with the aim of ensuring the uniformity of classification of all customers through evaluation methods that are consistent for each segment and subsequently the adoption of a single classification scale. At its current stage of progress, the project has produced a rating model and allows the quantification of the probability of default of individual counterparties in the private segment. This is already operational in several branches. The system will be extended to the small business and corporate segments by the end of June. Lastly, the calculation of performance rating is to be introduced by the end of the year, in addition to the credit rating available at present. A profitable use of the system will ensure a more complete view of the economic and organisational mechanisms that govern the granting of credit, permitting a better final offer and conditions per market segment. Financial risks The interest rate risk, understood as income risk, is measured not only by Bank of Italy methods, but also internally by calculating the potential negative impact on the value of the Bank’s equity. Furthermore, a procedure is being introduced which will shortly enable the calculation of the short term sensitivity of economic margins to interest rate fluctuations, using advanced techniques. Market risk, understood as potential loss linked to adverse fluctuations in interest rates, exchange rates and share prices, as well as to the volatility of these variables, is measured by means of internal detection based on Value at Risk (VaR) methodology. Exposure to market risk is checked on a daily basis by a department with specific responsibility. To this end the “Master Finance” system is used; this is the treasury platform, now in full release, which has automated the various sectors of activity and also allows operational limits to be controlled. Operational risks Operational risk is monitored using credit controls and internal reviews. A system has also been introduced under which access to the IT applications will be controlled and all Bank employees will have their authorisation checked. To ensure the reliability of the data and the principal reports issued by the IT system managed by SEC Servizi in Padova, Veneto Banca participates, togeth- 37 er with three other banks, in the SEC Auditing Committee, with the specific aim of improving the effectiveness and efficiency of regulatory monitoring and risk control procedures. Furthermore, the Bank is in the process of acquiring a specific IT application, through SEC Servizi, to set up a system to quantify operational risks, in line with the provisions laid down by the Basle Committee. The new application will be used to create a history database of events over the past years with their impact in terms of capital losses. O PERATIONAL PERFORMANCE Operations managed on behalf of customers Financial transactions managed on behalf of customers totalled 4,566 million Euro at the end of the year, recording an increase of 11.4% on the previous year. The economic and political events that characterised 2001 deeply conditioned the investment choices of the average family. The severe turbulence of the markets, with the resulting extreme and unpredictable volatility of share trading, as well as the climate of uncertainty linked to the tragic events of September, have all contributed towards forms of saving that are more liquid and less exposed to market risks, in this case bank deposits and bonds. Our bank’s deposits reflect these tendencies. (in millions of Euro) 38 Due to customers: • current accounts • savings deposits • REPOS Securities issued: • bonds • certificates of deposit Total direct deposits 2001 1,093 866 106 121 928 881 47 2,021 2000 946 724 110 112 817 757 60 1,764 Var. % 15.5% 19.6% -3.6% 8.0% 13.6% 16.4% -21.7% 14.6% • assets under management • managed savings Total indirect deposits Total deposits 1,334 1,211 2,545 4,566 1,512 824 2,336 4,100 -11.8% 47.0% 9.0% 11.4% Direct deposits Direct deposits from customers have risen over the last twelve months from 1,764 to 2,021 million Euro, with an increase of 257 million, or 14.6%. Direct deposits (in millions of Euros) 2,400 2,021 2,000 1,764 1,600 1,200 901 906 1994 1995 1,038 1,064 1996 1997 1,154 1,249 800 400 0 1998 1999 2000 2001 A significant increase in bonds and deposits on demand stands out within the different technical forms of direct deposits, with increases of 16.4% and 19.6% respectively. The significant trend recorded for deposits overall, particularly for the latter technical form, is primarily due to the phenomenon of reallocation of savings, resulting from the above-mentioned propensity to risk shown by customers. Direct Deposit at 31/12/2001 percentage breakdown Right issues 5% Certificates of deposit 2% PCT 6% Foreign Deposits 1% Current accounts 43% Bonds 43% (in millions of Euro) Balance Direct deposits including: • bonds • certificates of deposit • deposits • current accounts • REPOS 2001 2,021 2000 1,764 1999 1,249 1998 1,154 1997 1,064 1996 1,038 881 47 106 866 121 757 60 110 724 112 497 79 106 528 40 397 124 113 451 70 275 181 116 386 106 185 261 114 373 105 39 Proportion % • by technical form bonds certificates of deposit deposits current accounts REPOS • by residual life on demand up to 18 months over 18 months 2001 2000 1999 1998 1997 1996 43.59 2.33 5.24 42.85 5.99 42.90 3.43 6.27 41.05 6.35 39.78 6.29 8.60 42.27 3.20 34.36 10.78 9.76 39.06 6.04 25.86 17.08 10.87 36.29 9.90 17.82 25.14 10.95 35.94 10.15 47.50 22.32 30.18 45.07 14.54 40.39 50.91 17.58 31.51 48.89 26.93 24.18 46.78 27.96 25.26 50.43 23.15 26.42 The composition of the total deposits reaffirms the process of disintermediation of liabilities which has been a notable feature of the banking system over recent years, even if the events characterizing the last two financial years set off a slight reverse in the trend. These dynamics are summarized in the table below. Proportion % Direct deposits Indirect deposits 2001 44.26 55.74 2000 43.02 56.98 1999 40.23 59.77 1998 46.78 53.22 1997 51.53 48.47 1996 57.24 42.76 Indirect deposits Over the past year indirect deposits rose by 9%, from 2,336 to 2,545 million Euro. An analysis of deposits reveals how such an increase is exclusively due to managed savings, which rose by 47%, while asset management forms, including insurance products, fell by 12%. Going into more detail, it can be observed that the negative trend concerned both mutual funds, which decreased by 15.3% due to the rates, and the placement of life insurance policies, which dropped by 11.4% to finish on a stock of 135 million Euro. Insofar as concerns managed savings, the main feature of the previous year was the launch of the marketing of fund-invested accounts. Indirect deposits (millions of Euros) 2,545 2,336 2,400 1,856 2,000 1,512 1,600 1,200 800 1,343 1,313 1,334 1,001 627 694 766 775 366 400 156 0 1994 1995 1996 Indirect deposits 40 1997 1998 1999 Managed savings 2000 2001 Despite the readjustment in growth rates that took place in 2001, the effect of indirect deposits on total deposits remains substantially above 55%, though with a significant proportional difference: the incidence of managed savings on indirect deposits in fact fell to 52.4% as against 64.7% in 2000. Loans At the end of December 2001, customer loans totalled 2.485 million Euro, an increase of 25.8%. This considerable boost is concrete proof of the Bank’s willingness to participate in the economic and social development of the country in which it operates, actively supporting corporate initiatives and the expenditure and investment choices of families. Customer loans (in millions of Euros) 2,800 2,485 2,400 1,975 2,000 1,600 1,375 1,084 1,200 800 743 769 794 1994 1995 1996 920 400 0 1997 1998 1999 2000 2001 With reference to the various technical forms, good results were achieved in loans, with a significant proportion due to non-mortgage loans (+46.3%) and other lending (+40.5%). Financing abroad sustained its growth, though the 14.6% increase was less than that recorded in the previous year. Customer loan at 31/12/2001 percentage breakdown Foreign Loans 22% Trading portfolio 1% Foreign current accounts 1% Current accounts 33% Lendings and Loans 43% Despite a marked increase in lending, risk was nevertheless well diversified. 41 In terms of amounts and sectors, concentration remains distinctly low. (in thousands of Euro) 2001 First 10 customers (*) First 20 customers (*) First 30 customers (*) First 50 customers (*) 95,895 156,556 205,673 280,383 proportion % 3.86 6.30 8.28 11.28 2000 95,095 141,577 183,253 249,311 proportion % 4.66 7.17 9.28 12.62 (*) net of shareholdings Distribution of loans to manufacturers Distribuzione dei crediti alle imprese di produzione Other branches 32% Other Services Intended for Sale 19% Textile, Leather Footwear and Shoes, Clothing Products 13% Building and Public Works 11% Other Industrial Products 11% Commercial Services, Recovery and Repair 14% The following table is an analysis of the composition of deposits, highlighting the significant increase, even in relative terms, recorded in non-mortgage loans and other lending. The following trends stand out in particular: (in millions of Euro) Current accounts Import-export financing Discounted portfolio Mortgages Non-mortgage loans Other loans Non-performing loans Other loans Total loans to customers Proportion % Lira/Euro Foreign currency 42 2001 81.25 18.75 2001 2000 827 546 29 473 75 507 27 1 2,485 643 476 26 388 51 361 25 5 1,975 2000 79.48 20.52 1999 82.76 17.24 Change absolute % 184 28.7% 70 14.6% 3 13.4% 85 21.7% 24 46.3% 146 40.5% 2 7.5% -4 -71.3% 510 25.8% 1998 79.28 20.72 1997 80.75 19.25 1996 83.55 16.45 Breakdown % • by residual life on demand up to 18 months over 18 months 2001 2000 1999 1998 1997 1996 24.63 48.89 26.48 27.82 45.54 26.64 28.96 41.04 30.00 36.24 41.34 22.42 39.51 42.11 18.38 46.94 37.06 16.00 The significant increase in loans, which was not accompanied by an equivalent growth in deposits, determined a considerable rise in the percentage of loans to deposits, including in foreign currency, which in 2001 reached 123%, compared with 112% last year. If only Lira loans are considered, this percentage falls to 100.4%. Loan quality The positive trend of the incidence of non-performing loans with respect to total loans also continued in 2001. The increase in loans granted to customers did not lead to an increase in net non-performing loans (that is, net of default interest), the burden of which on the deposits under scrutiny fell to 0.94%, against 1.07% last year. Non-performing loans/Loans to Customers 8.00 6.00 4.00 2.00 0.00 1994 1995 1996 1997 1998 1999 2000 2001 Financial market activities As previously stated, the financial year 2001 was characterised by turbulent markets and further marked by the effect of the tragic events of 11 September. In this context the activities of Veneto Banca were carried out with a view to containing overall risks, paying particular attention to determining the financial operations necessary to finance the development of ordinary operations and interventions of an extraordinary nature, such as the acquisitions of the insurance company Claris Vita, of the Banca di Bergamo and of the branches of the Nuova Banca Mediterranea. Financial investments in securities were mainly concentrated on variable-rate Government securities in Euro, that allowed the normal activity of deposits to be carried out by way of REPOS, keeping exposure to rate and credit risks under control. Insofar as concerns operations on corporate securities, it was held appropriate to maintain extremely light positions, operating marginally and selective- 43 ly, and focusing, therefore, on a few issuers of high credit standing belonging to the Euro zone. At 31 December 2001, the total amount of securities in the trading portfolio was 336 million Euro, an increase of 58% compared to last year. This change derives essentially from the higher demand for REPOS on the part of customers who, following the turbulence of the markets, preferred to maintain positions of liquidity and with very short-term time frames. The table below shows investments in securities at 31 December 2001 having an overall increase of 250.9 million Euro (+108%) compared with the previous year end, rising from 232.3 to 483.2 million Euro. The increase is registered on both the trading portfolio and on investment securities, for which the change is to be ascribed primarily to an issue of convertible bonds by the subsidiary Veneto Ireland Financial Services, fully subscribed by the Parent company, for a total amount of 127 million Euro. (in thousands of Euro) 2001 Investment securities Trading securities Total securities 2000 147,207 19,605 336,021 212,734 483,228 232,339 Change absolute % 127,602 650.9% 123,287 58.0% 250,889 108.0% On the Interbank Market the position of Veneto Banca during 2001 was mostly one of liability, both for liquidity requirements due to ordinary operations and for the previously stated extraordinary events. At 31 December 2001, the balance of debts thus shows a liability position of 716 million Euro of which 420 million represent the part relating to outward foreign currency deposits. (in thousands of Euro) 2001 Net Interbanking Securities Total E QUITY INVESTMENTS 2000 483,228 232,339 -868,064 -356,304 -384,836 -123,965 Change absolute % 250,889 108.0% -511,760 143.6% -260,871 210.4% Insofar as concerns investments in shareholdings, the Bank has continued concentrating on developing its active involvement in areas of strategic and operational interest, while disposing of low-yield holdings. At 31/12/2001 this account totalled over 392.9 million Euro, as against 229.6 the previous year. This increase is due to a significant strengthening of the Group’s structure, especially following the purchase translations relating to the following companies. Claris Vita spa The company (formerly Royal & SunAlliance Vita spa) passed under Veneto Banca control, with the latter formally taking over management on 12 April 2001, after acquiring the entire authorised capital. 44 This transaction was in line with the Bank’s strategy, and is seen not only as an opportunity to maximise potential income from the insurance sector, but above all to create synergy between the company’s network of agents and the internal network of financial promoters. With the purchase of this life insurance company, Veneto Banca can enter a market which promises good growth, not only as a distributor but also as a producer. The aim is to offer high-quality products backed up with the skills of the company’s management and the solidity gained from long experience in distribution of insurance products through banking channels. During 2001 an important rebranding effort took place and a company restructuring process was started. The aim of this process was to bolster certain critical areas and review others, with a view to achieving greater commercial efficiency and improved control of financial management. Claris Vita is a company which has a wide network of agents and brokers (over 1,000) extending throughout the country, 50% of which is concentrated in northern Italy (Lombardy, Triveneto, Emilia Romagna and Piedmont). It has a base of around 87,000 medium to high-level customers and is authorised to issue unit linked policies and manage an open pension fund. Claris Leasing spa On 11 January 2001 Veneto Banca, with its subsidiary company Claris Factor spa (formerly A.M. Factor spa), together formed A.M. Leasing spa, now Claris Leasing spa, a company which, by offering credit in the form of finance leasing, will allow us to position ourselves increasingly as the region’s leading business bank. The company’s results after its first year of trading exceeded expectations. Financial management was penalized by start-up and organizational costs, as well as by the intrinsic characteristics of the finance leasing credit business, where revenues go hand in hand with the service life of the contracts. The future outlook appears to point to break-even being reached in the current year and, looking further ahead, positive results in the following years. Banca di Bergamo spa On 24 July 2001, purchase was completed of a 60% stake in the capital of this company. At the end of the year, in which five branches were opened, Banca di Bergamo operated from 12 branches, evenly distributed throughout one of the most productive economic areas of Northern Italy. Given the excellent location of the commercial network, the existence of a productive economic fabric similar to that of the Veneto Banca’s traditional area of operations, together with a strong territorial foothold, expressed both via the brand name and the tight bond with local business, the company represents the coordinating centre of the Group’s activity in Lombardy. Nuova Finanziaria Mediterranea spa On 19 December 2001, a deal was signed for purchase of a stake equal to 25% of this company’s authorized capital, together with Banca Popolare di Bari which holds 59.9% of the capital and Compagnia Cattolica di Assicurazioni which holds the remaining 15.1%. 45 This transaction, instrumental in the purchase of 29 branches due to form the Banca Meridiana spa in 2002, controlled by Veneto Banca, will enable us to offer businessmen in the north-east the financial support they need in delocalizing their production activities towards the southern half of the country and to support the integrated multi-channel network (insurance agents and financial promoters) with traditional banking structures. Again this year Veneto Banca has chosen to offer further testimony of how close it is to the business world by taking part in the inauguration of the business year organized by the Unindustria of Treviso association at Manfredonia (Foggia, southern Italy). This is further proof of the fact that companies in the north-east, in order to continue their growth, are looking for new markets for their production activities, which, as well as the eastern European countries – Romania in particular, are also in southern Italy, chiefly the Puglia and Basilicata regions. Banca Italo-Romena spa The bank’s stake in this company rose to 92.3%, following the capital increase voted on 12 April 2001 and entirely subscribed by the parent company. This capital increase not only allowed us to more than satisfy the for regulatory capital requirement but also improved the operating margins, thus strengthening our position as the primary reference for Italian businesses operating in Romania. In the course of 2001, head office was moved from Milan to Treviso and branches opened at Timisoara and Arad. Simultaneously, in the new approach, operations with customers were conducted mainly at the branches in Romania, with the Italian offices having a central administration and service function. As regards the future trend, expectations are that the positive business result will be consolidated, including through significant growth of the assets under administration. Veneto Ireland Financial Services ltd. This company, founded on 21 October 1999, is a non-banking subsidiary acting as an agency bank in Ireland, in the Dublin International Financial Services Centre (IFSC). As well as reinforcing the Veneto Banca Group’s structure and giving the parent company greater international exposure, founding this wholly-owned company, with assets of 127 million euro, means the Bank has been able to sharpen its financial activity in a highly specialised area. Business in the past year mainly focused on the search for a suitable conservative, prudent operating profile via which to consolidate the income results achieved, and on active management of the market and credit risks. Claris Assicurazioni srl This is a company that acts as an multifirm agency handling the distribution of insurance products, either through the Group’s agency branches or through its own commercial effort, also offering clients a after-sales back up service. Its objective which, in terms of quantities, is to cover the structure costs with revenue coming from its own activity, might possibly be reached in the cur- 46 rent year, with the anticipation therefore of positive results being obtained in the future. Claris Broker spa This company, which became part of the Group on 9 June 2000, is in the insurance brokerage business. The company was purchased with a view to maximizing the results obtainable in the insurance field, using an instrument with which to select the best opportunities at the offer side of the market. With changes in its top management and the arrival of new directors, the company is currently going through an important managerial restructuring phase. Claris Factor spa This company, operating in the factoring sector, offers business customers a specialized service, complementing traditional banking activities. Showing constant growth throughout 2001, the company has significantly requalified its portfolio which has enabled it to improve its assets position and accordingly reduce the average exposure to risk on collections. Thanks to sound performance of the spread between the deposits and loans rates and a cautious tariffs policy, the company has achieved decidedly satisfactory results and the prospects for the current year seem to indicate that the policy of creating added value for the shareholder will continue. Servizi Internazionali e Strutture Integrate 2000 srl (Sintesi 2000) Formed together with the Banca Popolare dell’Emilia Romagna and the Banca Popolare di Sondrio, each shareholder with a 33.3% stake, this company offers the shareholder banks and other credit institutions a basket of operating assistance services, design centre, economic observatory and development of relations on the international money markets, through its foreign agencies located in London and Hong Kong. Consideration is currently being given to the possibility of opening another agency either in Beijing or Shanghai. Atene srl Veneto Banca’s holding in this company is 33.3%. The object of this company, achieved mainly through its subsidiary company Palladio Finanziaria spa, is to provide industry with a consultancy and financial assistance service, offering a full range of strategic support services and instruments, including company risk capital. The availability of this type of consultancy service is a good opportunity to broaden and strengthen the Bank’s position on the market and is an essential requirement to become the main provider for highly dynamic and innovative companies. Finally, on 5 July 2001, the Immobiliare Servizi srl company was incorporated into Veneto Banca, its shares being annulled without replacement. Justification for this operation is to be found in the fact that the regulatory provisions regarding real estate investments are no longer as stringent as in the past and also because the purchase and restructuring of real estate for conversion into bank branches is no longer considered strategic. 47 VENETO BANCA CLARIS FACTOR spa 100% BANCA ITALO-ROMENA spa 92.31% CLARIS LEASING spa 100% VENETO IRELAND FINANCIAL SERVICES ltd 100% CLARIS ASSICURAZIONI srl 100% CLARIS BROKER spa 100% SINTESI srl 33.33% ATENE srl 33.33% PALLADIO FINANZIARIA spa 98.54% CLARIS VITA spa 100% BANCA DI BERGAMO spa 60% NUOVA FINANZIARIA MEDITERRANEA spa 25% NUOVA BANCA MEDITERRANEA spa 100% The remaining holdings have also grown in comparison with last year through the purchase of additional shares in various companies. In particular, a pre-emption right was exercised on a portion of the shares of Arca Vita spa and Arca SGR spa, sold by other shareholders, a purchase that led to a slight increase in our holdings. Right of pre-emption was also exercised on convertible bonds of the Banca Popolare di Milano, issued following a review of its assets by the Milan-based bank. Other investments, of lesser value, were made elsewhere in the banking world (Banca Centrale per il Leasing) and in the companies Alpifin spa in Pordenone and Treviso Glocal scarl in Treviso. 48 Equity investments as at 31 December 2001 break down as follows: (in thousands of Euro) 2001 In group companies Other investments Total O PERATING RESULTS FOR THE YEAR 2000 251,796 166,894 141,121 62,754 392,917 229,648 Change absolute % 84,902 50.9% 78,367 124.9% 163,269 71.1% The year 2001 closed with a highly significant result, which was an improvement of more than 19.6% on the profits at the end of 2000. Net profits, after provisions to the reserve for general banking risks and the risk and charge funds grew from 35.2 million Euro to 44.4 million Euro, an increase of just over 26%. (in thousands of Euro) Net interest income Revenues from services and other sources Total revenues Payroll costs Other administrative costs Gross operating income Write-downs on tangible and intangible fixed assets, adjustments and write-backs Net income before extraordinary items Extraordinary profit (loss) Set-aside to corporate capital, income tax for the year Net income for the period 2001 2000 133,984 66,880 55,159 70,513 189,143 137,393 44,190 42,346 35,919 30,125 109,034 64,921 Change absolute % 67,104 100.3% -15,354 51,750 1,844 5,794 44,113 -21.8% 37.7% 4.4% 19.2% 68.0% -60,004 -16,122 43,882 272.2% 49,030 577 48,799 2,112 231 -1,535 0.5% -72.7% 15,499 34,108 22,401 28,510 -6,902 5,598 -30.8% 19.6% Net interest income Loans and deposits both grew considerably and simultaneously resulted, with the trend of the spread remaining substantially stationary, in a sharp rise in net interest income, which compensated more than proportionally for the drop in revenues from services. In actual fact, net interest income practically doubled, rising from 66.9 to 134 million Euro. The increase may be attributed to: • dividends of more than 62.3 million Euro; • a greater contribution from ordinary operations of more than 18 million Euro. With reference to the latter component, a significant contribution was made by the subsidiaries, where profits have risen constantly in the last three halfyears, thanks mainly to the constant rise in assets in administration. Profitability of the “free” assets, on the other hand, was practically cancelled 49 out in consideration of the equity investments which rose significantly during the year, reaching 392.9 million Euro. Total revenues As already said, performance of the financial markets in 2001 was difficult and this, at system level, had negative repercussions on assets under management and related income components. These effects are also to be found in the financial statements of Veneto Banca. Revenues from typical operations recorded a decrease of 21.8%, dropping from 70.5 million Euro at end 2000 to 55.2 million in 2001. The item profit from financial transactions suffered most, finishing at just over 3.8 million Euro, as against 9.7 million Euro the previous year. Revenues from services, totalling some 9.5 million Euro less than the equivalent figure a year ago, closed the year at just over 51.3 million Euro. This, as indicated above, was entirely due to the difficult performance of the financial markets which brought a drop in assets under administration, especially in terms of commission income. Operating costs The onerous development programme undertaken through the setting up of an important multi-channel network and the company’s ever more marked organizational configuration as a group has weighed heavily on the operating costs, seen as the sum of staff costs and other administrative costs. The combined total has risen by about 11%, an increase explained mainly by the growth of miscellaneous costs (19%) as a result of the investments made in the innovative channels project and of the increased investments in IT. The Immobiliare Servizi merger during the year led, on the other hand, to a decrease of more than 14% in lease payments Net income for the period Net income therefore rose by 19.6% with respect to the previous year, rising from 28.5 million Euro in 2000 to 34.1 this year. If the provisions made to the general banking risk fund and to the risks and charges reserve are also considered, net income increases by more than 26% on the previous year, rising from 35.2 million in 2000 to 44.4 this year. The total ROE, excluding subordinated loans and income, was therefore of 10.2%. If we also consider the provisions mentioned above, then, more correctly, this indicator rises to 13.3%. In any event, extraordinary items played an important role in 2001 in terms of the profit and loss account. An extraordinary dividend of 40.8 million Euro from Claris Vita was in fact recorded, while this was compensated by a writedown of the equity investment. 50 Net profit (in thousands of Euro) 10,329 45,000 6,714 35,000 34,108 28,510 25,000 1,033 15,516 18,118 12,944 15,000 10,600 6,573 8,747 5,000 1994 1995 Net Profit C APITAL ACCOUNTS 1996 1997 1998 1999 2000 2001 Reserve for general banking risk Net assets As at 31 December 2001, the Bank’s assets, including net income for the period, came to more than 367 million Euro, or more than 522 million Euro if the convertible loans issued for 155 million Euro are also included. Shareholders’ equity (in thousands of Euro) 155 500 108 400 300 210 217 1994 1995 227 228 234 241 1996 1997 1998 1999 367 265 200 100 0 2000 2001 At the end of the year, authorised capital comprised 24,354.860 shares with a face value of 3.00 Euro each, worth a total of 73,064.580 Euro. There were a total of 14,547 shareholders at the same date. Capital for regulatory purposes and the capital ratio Capital for regulatory purposes totalled 496 million Euro at the end of the year. This gives a good capital ratio, as is also confirmed by the credit and market risk indicators shown in the table below. 51 (in thousands of Euro) Required minimum Capital for regulatory purposes Capital ratio Credit risk (% of regulatory capital) Market risk (% of regulatory capital) 7% 2001 496,377 15.22% 43.90% 2.04% 2000 352,415 14.86% 47.11% 1.81% Soundness of the Bank’s asset position is further confirmed in terms of the balance achieved in the due dates of assets and liabilities. (in thousands of Euro) Asset surplus on real estate and equity Income over the medium and long term Of which long term income C LOSING OBSERVATIONS 2001 64,467 184,544 123,151 2000 108,077 545,524 239,316 Important events occurring After the end of the period The first months of this year have seen the purchase of 30 bank branches in southern Italy. The operation planned is a complex one, developed along two fronts. On the one hand, there is the acquisition of 29 bank branches of the Nuova Banca Mediterranea spa, located in the regions of Puglia, Basilicata and Campania while, on the other hand, a company having the necessary authorisation to operate as a bank has been purchased to act as the umbrella for the above-mentioned branches, identified by Veneto Banca in the “Banca Popolare del Levante scparl in Amministrazione Straordinaria”. The means of acquiring control was a Take-Over Bid of all the shares of the Banca Popolare del Levante. On 8 February 2002, the last day for subscribing to the offer, the following positive results were recorded: • number of shares in subscription: 1,525.100, equal to 94.5% of the authorised capital, worth a total of 8,174,536.00 Euro (1,525.100 shares at a unit price of 5.36 Euro); • number of subscribers: 1,779 full subscribers (equal to 92.5% of the shareholders) plus 4 partial subscribers, for a total of 1,783 subscribers. Following this bid, the remaining shareholders of the Banca Popolare del Levante numbered 144. Veneto Banca intends, at the same time, to proceed with the purchase of the above-mentioned 29 branches – channelling them into the Banca Popolare del Levante – through an operation agreed with the Banca Popolare di Bari, which in December 2001 concluded with Banca di Roma spa an agreement going back to August 2001 relating to the purchase – authorized by Bank of Italy – of 100% of the authorised capital of Nuova Banca Mediterranea spa, held by Banca di Roma itself. Finally, it is pointed out that in February 2002 Bank of Italy authorized the constitution of a Romanian real estate company, owned entirely by Veneto Banca. The company in formation will manage the real estate in Romania in which the subsidiary Banca Italo-Romena has or will have its offices and banking branches. 52 Future prospects and strategy The early part of the year has been characterized by the emergence of ambiguous data concerning the turning point of the cycle. On the one hand, the trend indicators referring to the main industrialised areas show that the rapid decline phase that came about following the attacks of 11 September has been fully absorbed and that recovery has in some cases started. On the other hand, there are also potential risk factors or, in any case, obstacles to a rapid and lasting recovery of the cycle. In this situation of instability, the prospects for the current year’s accounts therefore appear more uncertain, this also in consideration of the fact that the 2001 results benefited from unrepeatable, extraordinary components. P ROPOSED APPROVAL OF THE ACCOUNTS AND ALLOCATION OF NET INCOME To the Shareholders, In compliance with the law and regulations, we hereby submit for your approval the accounts for the 2001 financial year, which include the balance sheet, the profit and loss account, and the supplementary notes, as well as the various attachments and the Directors’ Report. We propose that the net income of Euro 34,108.067.16 be allocated as follows: • 10% of net income to the statutory reserve • to the extraordinary reserve • to the shareholders, Euro 0.62 per share as the dividend for 2001 • 2.5% to the Board of Directors after subtraction of allocations to the statutory reserve pursuant to art. 47 of the Company Articles • to the special reserve, pursuant to Legis. Decree 153/99 Euro Euro 3,410,806.88 14,000,201.77 Euro 15,100,013.20 Euro 767,431.51 Euro 829,613.80 Total Euro 34,108,067.16 53 To the Shareholders, I would like to salute and thank the central and associated sections of the Bank of Italy for their collaboration, particularly their Governor Dr. Antonio Fazio, the director of the Treviso branch Dr. Corrado de Gioia-Carabellese and deputy director Dr. Giovanni Blasich. I would also like to thank the Associazione Nazionale fra le Banche Popolari and express my personal gratitude to President Cav. Lav. Dr. Elio Faralli, the Honorary President Prof. Francesco Parrillo and the Director-General Dr. Giorgio Carducci, to the Italian State Exchange Department, the Italian Banking Association, and the Central Institute of Italian Retail Banks. In addition, we would like to recognise the professionalism, commitment and care constantly shown by the Managing Director Vincenzo Consoli, the Deputy Managing Directors Armando Bressan and Romeo Feltrin and the staff at all levels. Montebelluna, 19 March 2002 for the Board of Directors The Chairman dott. Flavio Trinca 54 FINANCIAL STATEMENTS AT 31 DECEMBER 2001 BALANCE SHEET (in Euro) ASSETS 10 Cash on hand and money at call with central banks and post offices 20 Treasury bills and similar securities eligible for refinancing with central banks 30 Loans to banks: (a) on demand (b) miscellaneous 40 Loans to customers including: – receivables from third parties administered funds 50 Bonds and other debt securities: (a) from public issuers (b) from banks including: investment and trading securities (c) from financial institutions including: investment and trading securities (d) from other issuers 60 Shares, quotas and other variable-yield securities 70 Equity investments 80 Investments in group companies 90 Intangible fixed assets including: – start-up costs – goodwill 100 Tangible fixed assets 130 Other assets 140 Accrued income and pre-paid expenses: (a) accrued income (b) pre-paid expenses including: – issue discount Total assets 2000 17,570,283 13,134,708 55,351,917 119,582,888 33,812,982 211,676,913 29,484,512 90,098,376 162,254,198 49,422,715 2,485,019,118 783,735 1,975,282,605 646,320 422,529,262 198,390,389 177,802,571 82,472,265 116,893,863 70,762,461 2,196,035 147,829,711 3,846,073 5,223,408 0 14,424,715 0 5,510,657 5,346,607 141,121,276 251,795,980 3,305,589 0 0 135,853 62,754,061 166,893,945 3,254,967 0 0 49,147,985 124,263,918 20,368,792 29,039,064 121,792,689 13,900,650 18,529,743 1,839,049 12,342,663 1,557,987 0 0 3,695,403,615 THE DEPUTY MANAGING DIRECTOR CHIEF ACCOUNTANT Armando Bressan 56 2001 THE MANAGING DIRECTOR Vincenzo Consoli 2,830,068,826 LIABILITIES 10 Loans to banks: (a) on demand (b) on term or with notice 20 Loans to customers: (a) on demand (b) on term or with notice 30 Bonded debt securities: (a) bonds (b) certificates of deposit (c) other securities 40 Third parties’ administered funds 50 Other liabilities 60 Accrued liabilities and deferred income: (a) accrued liabilities (b) deferred income 70 Employee severance fund 80 Risks and charges fund: (a) pension funds and similar outlays (b) taxes and dues fund (c) other funds 90 Credit risk reserves 100 Reserve for general banking risk 110 Subordinated debt 120 Capital 130 Issue premiums 140 Reserves: (a) legal reserve (b) bank’s own equity or quotas reserve (c) statutory reserves (d) other reserves 150 Revaluation reserves 170 Not income for the period Total liabilities THE CHAIRMAN Dr. Flavio Trinca 2001 987,647,259 118,154,739 869,492,520 2000 567,980,883 12,902,905 555,077,978 1,093,369,088 954,861,350 138,507,738 946,568,115 830,089,268 116,478,847 927,227,520 880,664,348 46,563,172 0 817,333,552 756,845,346 60,488,206 0 783,735 112,438,100 8,732,591 5,751,048 2,981,543 646,320 66,537,781 7,905,136 5,456,486 2,448,650 12,939,657 26,853,457 0 11,530,692 15,322,765 12,537,856 33,317,178 0 21,402,864 11,914,314 3,129,009 13,146,410 154,955,763 73,064,580 165,604,248 75,849,967 22,551,082 0 0 53,298,885 3,526,667 6,432,471 108,455,949 52,816,911 109,117,151 62,828,214 19,589,780 0 0 43,238,434 5,554,164 34,108,067 5,554,164 28,510,478 3,695,403,615 2,830,068,826 THE AUDITORS Dr. Fanio Fanti Dr. Bruno Sonego, Dr. Fulvio Zanatta 57 GUARANTEES AND COMMITMENTS 10 20 Guarantees issued including: – acceptances – sundry sureties Commitments including: – agreements for repurchase THE DEPUTY MANAGING DIRECTOR CHIEF ACCOUNTANT Armando Bressan 58 2001 152,742,237 2,569,170 150,173,067 2000 153,052,319 1,963,257 151,089,062 25,270,711 0 16,529,144 0 THE MANAGING DIRECTOR Vincenzo Consoli PROFIT AND LOSS ACCOUNT 10 (in Euro) 140 150 160 170 180 190 200 210 220 Interest income and similar revenues of which: – on loans to customers 129,880,868 – on debt securities 18,392,735 Interest expence and similar charges of which: – due to customers 22,236,975 – securities in issue 42,574,071 Dividends and other revenues: (a) from shares, interests, and other equity securities 1,373,571 (b) from investments 2,220,923 (c) from equity investments in Group companies 58,768,227 Commission income Commission expense Trading profits Other operating income Administrative costs: (a) payroll costs: 44,189,783 of which: – wages and salaries 30,815,782 – social security charges 8,462,178 – employee severance pay 1,670,593 – reserve for retirement and similar charges 1,608,466 (b) other administrative costs 35,918,551 Adjustments to the value of intangible and tangible fixed assets Provisions for risks and charges Other operating expenses Write-downs of loans and provisions for guarantees and commitments Write-backs from loans and provisions for guarantees and commitments Provisions to loan loss reserves Write-downs of financial fixed assets Write-backs from financial fixed assets Profit before extraordinary items and tax Extraordinary income Extraordinary expenses Extraordinary profit Change in the reserve for general banking risks Income tax for the year 230 Profit for the period 20 30 40 50 60 70 80 90 100 110 120 130 THE CHAIRMAN Dr. Flavio Trinca 2001 155,132,938 2000 126,738,782 106,459,466 12,734,432 83,512,049 67,485,690 15,010,521 35,403,664 62,362,721 7,626,659 823,175 1,322,174 5,481,310 50,873,646 13,623,131 3,853,371 14,055,123 80,108,334 55,496,947 6,920,896 9,713,972 12,222,917 72,471,285 42,346,317 29,466,053 7,922,377 1,604,182 1,921,908 30,124,968 5,921,864 3,615,198 0 5,291,856 1,549,371 152,406 13,830,775 10,269,018 1,797,268 494,472 38,217,884 278,974 49,030,334 2,279,682 1,702,747 576,935 -6,713,940 8,785,262 1,571,235 408,973 21,970 0 48,799,047 3,220,518 1,108,581 2,111,937 -5,164,569 17,235,937 34,108,067 28,510,478 THE AUDITORS Dr. Flavio Fanti Dr. Bruno Sonego, Dr. Fulvio Zanatta 59 S UPPLEMENTARY NOTE BALANCE SHEET CONTENT AND FORMAT The financial statement comprises the balance sheet, the profit and loss account and the notes to the accounts, and is accompanied by the Directors’ Report on company operations and management, pursuant to Legislative Decree no. 87/92 which in application of EC Directives no. 86/635 and 89/117 governs banks’ annual consolidated accounts. These notes are given in thousands of Euro and are intended to illustrate and analyse the balance sheet, providing information required under the said legislative decree, by the Bank of Italy Directive no. 14, 16 January 1995, and other legislation. In addition, all complimentary information considered necessary to give an accurate and fair picture of the accounts is provided, even where not expressly required. Hence, the following documents are appended to the notes: A - changes in shareholder’s equity B - revaluation operations (article 10, Law 72/83); C - list of equity investments; D - statement of income; E - list of bonds convertible to shares (article 2, paragraph b, DPR 137/75); F - financial statements of subsidiaries or associated companies (article 2429, section 3, Italian Civil Code). The financial statements have been audited by Reconta Ernst & Young spa in compliance with the mandate for the 1999-2001 three-year period awarded them at the shareholders’ meeting. 60 PART A – CRITERIA E VALUATION The balance sheet has been prepared in compliance with current law, and accounting principles currently applicable in Italy. The balance sheet is prepared according to the following general valuation principles: • Valuation constants: the accounts have been prepared on an on-going basis except where expressly indicated otherwise in the sections of the notes which follow. • Prevalence of substance over form: Wherever possible, the accounts favour substance over form, and the moment operations are recorded rather than the time they are contracted, so as to give a true picture of the financial situation. • Going concern principle: the balance has been calculated on an ongoing basis, and therefore with reference to hypothetical future functioning of the company. • Prudence: profits are those exclusively achieved on the closing date of the financial year except where otherwise specified by specific valuation criteria. In addition, risks and losses for the period which have emerged after the close of the year have been taken into account. • Pro tempore: income and expenditure are recorded pro tempore • Distinction between values: balance sheet and off-balance-sheet assets and liabilities have been recognised separately, hence not by an overall total valuation, except where specified in the following paragraph. • Consistency of values: related balance sheet and off-balance-sheet assets and liabilities have been valued consistently, hence by using the same criteria. The principles used, as set out below, have been approved by the Board of Auditors where required by accounting regulations. SECTION 1 - ILLUSTRATION OF VALUATION CRITERIA 1. Loans, guarantees and commitments Qualitative information on credit risks Anomalous credits (non-performing loans, watch-list, restructured loans) have been calculated under the terms of regulations governing due caution. Specifically: • Loans have been classified as “non-performing” if the debtor is insolvent. The presumed realisation value is calculated following valuation of the debtor’s assets and existing real and personal guarantees. • Loans are classified as “watch-list” where the debtor is in a temporary situation of payment difficulty, which may be reclassified after an appropriate period. Loans classified as watch-list are managed by the legal department, which monitors the exposure. The presumed liquidation value of loans classified as watch-list is calculated in the same way as for non-performing loans. • Loans are classified between the positions “currently under restructuring” when the party is in debt to several banks and has presented a petition for consolidation. • Loans are classified as “restructured” positions when they are extended by several banks, which, having granted a moratorium on the payment of the debt, renegotiate it at below market rates. Management of this category is also the responsibility of the legal department. The same criteria are applied to valuing these loans as to non-performing and watch-list loans. 61 • Loans to parties resident in countries which do not belong to the OECD area are classified as “unsecured loans to countries at risk”. Loan valuation criteria The number value of the credits entered in the Financial Statements, including accrued contractual and delayed payment interest, corresponds to the value of their presumed conversion into revenue. The number value has been calculated by deducting from the overall sum allocated the loss estimates on a capital line and for interest, on the basis of specific analyses for non-performing and watch-list loans, for restructured loans and those currently under restructuring, and as a lump sum for the remainder. Performing loans to customers, and situations on a watch-list in view of so-called “physiological risk”, have been valued as a lump sum with an equal percentage for all positions, also calculated according to historic loss trends, the customer’s industry sector, geographical area and any other factor with an influence on the position. The original number value of the loans shall be restored proportionately in later financial years where there are diminishing reasons for readjusting the number values applied. Guarantees issued have been recorded under the overall value of the commitment assumed. Receivable securities and exchange bills are recorded as forward prices, as contractually agreed upon with the counterpart. Agreements with other banks and customers to allocate funds are entered under the amount to be settled. Credits transferred definitively (pro soluto) have been removed from the financial statement, and the adjustments or value recovery recorded in the profit and loss account for the difference between the compensation received and the value figure entered in the assets and liability statement. 2. Securities and “off-balance-sheet”operations (other than those on currencies) 2.1 Long-term investments These securities, which constitute long-term investments as they are utilised over a lengthy period, represent a sound investment for the Company, and they may be recorded and evaluated at purchase cost. Since 1999, as an exception to the principle of valuation constants, the valuation criteria for listed investment securities have been changed in order to reflect better the company’s precise economic and financial situation in the balance sheet. The following criteria have been adopted: • non-listed investment securities have been evaluated at their historic cost; • listed investment securities have been valued at the lesser figure between cost and market price resulting from the arithmetic average of prices over the last six months of the year. The original number value of the loans shall be restored proportionately in later financial years where there are diminishing reasons for readjusting the number values applied. 2.2 Trading securities Securities that are not long-term investments have been valued at the lesser figure between cost, according to the LIFO method on the basis of annual adjustments, and the market price calculated: • for securities negotiated on regulated markets, by the arithmetic mean of the prices over the final month; 62 • for non-listed Italian and foreign securities, from the presumed conversion figure, obtained by calculating the value of future financial flows at current market rates. The original cost shall be restored proportionately in later financial years if there is no reason to correct the number values applied. REPOS operations on securities, which oblige the transferee to resell said securities at term, are shown as deposits or lending financial operations. The cost of the supply and the proceeds from loans, comprising accrued dividends on the securities and the difference between the spot price and forward price of said securities, are entered under financial items open to interest. Issuance spreads have been calculated in accordance with art. 8 of the Legislative Decree dated 27 December 1994, with the accrued quota included in the financial period’s taxable income. 2.3 “Off-balance-sheet” operations (other than those on currencies) Securities have been valued as follows: a) Derived securities intended to cover assets or liabilities or relating to other assets or liabilities or negotiations balanced in the accounts: • Derived hedging securities existing at the year end have been valued in the same way as the assets or liabilities covered by or at any rate associated with them; • During the year, differences were recognised pro tempore as interest payable or as assets in the same way as for income and expenditure resulting from the assets or liabilities covered, or on the basis of the duration of the contracts, where they were linked securities or generic hedging transactions. b) Derived securities linked to negotiation contracts: • Derived securities listed or unlisted on regulated markets have been valued at the lesser of market price and value. Therefore, only losses accountable against the system of current operations at the end of the period have been assigned to the profit and loss account as losses from financial operations under a corresponding “sundry liabilities” account; • during the year, differences have been assigned to the “profits (losses) from financial operations” account; c) Listed and unlisted derived securities intended to cover balance-sheet assets and liabilities: • Listed and unlisted derived securities and real assets have been valued at cost with an obligation to devalue in the event of persistent deterioration of the counterpart’s cash flow and ability to repay the debt by the latter’s country of residence (country risk); • During the year, differences were recognised pro tempore as interest payable or as assets in the same way as income and expenditure resulting from the assets or liabilities covered, or on the basis of the duration of the contracts, where they were linked securities or generic hedging transactions. d) Premiums paid or collected against the negotiation of options have been suspended and assigned to “sundry assets” or “sundry liabilities” respectively. Premiums have been debited or credited to the profit and loss account where the option has not been exercised. The value of the premium for exercised options is added to or subtracted from the cost or pro- 63 ceeds of the security bought or sold. The option negotiations have been entered at book value and any overall depreciation is assigned as a loss for financial operations. e) “Off-balance-sheet” transactions on securities have been valued using the same criteria as applied to the categories of “investment securities”. Interconnected transactions involving “off-balance-sheet” securities or operations associated with portfolio securities have been valued using consistently applied principles. 2.4 Brokerage contracts on behalf of customers Commissions are recognised during the year the contracts are signed, while the spreads on premiums are recorded according to their duration. 3. Equity investments Equity investments are valued in accordance with art. 18, sub-section 1, of Legislative Decree 87/1992, according to the criterion of acquisition cost calculated on the basis of acquisition or subscription price or at the value attributed on their award. The investments are devalued in the case of loss of value deemed permanent in accordance with the subsequent sub-section 2, second clause of the indicated art. 18. In the case of the value at which the investments are recorded in the balance sheet being greater than the corresponding portion of net equity, this is justified by the cost incurred at the time of the purchase as goodwill or as recognition of the greater total value of assets compared with their book value. Dividends and related tax credit are recorded in the financial year during which they were received. 4. Assets and liabilities in foreign currency (“off-balance-sheet” transactions included) Currency operations are recorded on settlement. Assets, liabilities and “off-balance sheet” transactions are converted to Euro at the exchange rates at the end of the year, which correspond to parity for “in” currencies; the result of that valuation is assigned to the profit and loss account. Forward “off-balance-sheet” operations are valued as follows: • Hedging operations are valued at the end-of-financial year exchange rate; the spreads between forward exchange and spot exchange in these operations are entered pro rata on the profit and loss account consistent with the recording of interest income from hedged profits or losses; • Trading operations are valued at the corresponding forward exchange rates pertaining at the end of the financial year. Foreign currency investments have been valued at the historic exchange rate at the time of purchase, whereas investment and fixed securities in foreign currencies have been readjusted or revalued at the year-end exchange rate. Costs and revenues in foreign currency are shown at the exchange rate at the time they were recorded. 5. Tangible fixed assets Tangible fixed assets are recorded at purchase cost inclusive of the extra charges incurred, as adjusted for those goods through application of specific laws related to money revaluation. The total entered on the financial state- 64 ment has been calculated by deducting adjustments from the book. Fixed assets are depreciated in each financial year at consistent rates on the basis of financial and technical rates applied to the remaining potential use of the goods in question. Such criteria are also in line with officially approved rates. Maintenance and repair costs not leading to an increase in the total value of assets have been assigned to the financial year’s profit and loss account, while those with an incremental value are capitalised by assigning them to the specific technical fixed asset accounts to which they refer. 6. Intangible fixed assets Intangible assets are entered at purchase cost, including additional charges, and depreciated systematically according to their potential use. The restructuring costs of non-owned real estate held under leasing contracts are entered as assets with the consent of the Board of Auditors. 7. Other factors Sundry receivables and payables Sundry receivables and payables are shown at face value. For the former, that figure indicates the presumed realisation value. Prepayments and accruals Fractions of costs and revenues repeated over several years are recognised as prepayments and accrual income, consistent with the pro-tempore principle. They have been calculated by taking into account for interest the rates governing individual transactions and, for costs and revenues, sure and reliable elements. Several items have been recognised directly as losses, where this is technically more appropriate. Deposits received in administration These funds represent actual debt to authorised third parties at the end of the financial year. Debt movement is recorded as: • the face value of the cash on hand credited to and used by authorised parties; • additions accruing/maturing over the period and previous periods in respect of cash on hand operations. Additions are recorded as the difference between matured proceeds and transaction expenses incurred; • withdrawals by authorised parties of previously credited cash on hand. Employee severance pay This item reflects, net of advances, the indemnities accrued for staff in employment at the end of the period, pursuant to Law no. 297, 29 May 1982. Reserves for risks and charges Taxation reserves are made up of the allocations made with regard to current taxation and deferred taxation due in addition to the risk against charges for any disputed tax. The allocation for current taxation represents a reasonable forecast for the charges to be imposed on the results of the financial year calculated on the basis of current practice. Deferred taxation is indicated using the “balance sheet liability method” from IAS 12 in accordance with the specific conditions of the Bank of Italy. In par- 65 ticular the taxation reserves include liabilities for deferred taxes arising from any temporary taxable differences deemed sustainable. There is no allocation for deferred taxation for capital funds from suspended taxes if it is currently not expected that transactions will be made which will affect the taxation. In accordance with the forecast of the Bank of Italy, no allocation for deferred taxes has been made in view of the adjustments in value and allocations made for purely fiscal reasons. Any credit for anticipated taxes arising from temporary deductible differences whose recovery may reasonably be deemed certain on the basis of future taxable income is entered under the item “other activities”. Other reserves Other reserves have been set aside against a fall in value of guarantees issued and other debts assumed, as well as the certain or likely existence of debts the value or due date of which could not be determined at the end of the financial year or at the time this financial statement was prepared. Credit risk reserves This reserve represents the diligent hedging of credits for interest on arrears, for which the risk of non-payment is only a possibility. This placement makes it possible to take advantage of tax benefits. Reserve for general banking risks This reserve is intended to hedge against general business risks and is therefore considered net equity. Subordinated debt The assigned value is the face value of the loan. Remnants of consumer goods Remnants at the end of the financial year of printed matter, stationery and promotional objects have been valued by applying the bulk price to the remaining quantities of goods. Such remnants are entered under the item “other activities”, with an economic set-off as a reduction in “administrative costs”. 66 SECTION 2 – FISCAL ADJUSTMENTS AND ACCRUALS 2.1 Write-downs exclusively for fiscal purposes No fiscal adjustments made. 2.2 Provisions made exclusively under tax regulations Taking advantage of the tax reductions permitted under article 71, paragraph 6 of the President of the Republic’s Decree no. 917, 22 December 1986, 494 thousand Euro were set aside to the risk reserve for default interest maturing over the period, on which recovery is anticipated, and summarised in the following table: Provisions to loan loss reserves Theoretical tax charge Net effect Year current 494 153 341 Years previous 2,635 1,080 1,555 Total 3,129 1,233 1,896 The theoretical tax charge shown in the table refers to the total balance at the end of the period and has been calculated as follows: Irpeg Irap rate 34.92% average rate for two yearly period 2001/2002 4.50% 67 PART B – I NFORMATION ON THE BALANCE SHEET SECTION 1 - LOANS 1.1 Detail of item 30 “Loans to banks” a) b) c) d) Loans to central banks Securities eligible for re-financing with central banks REPOS Loan of securities 31/12/2001 18,131 0 0 0 31/12/2000 16,629 0 0 0 Loans to central banks referred to in point a) refer to the management account at the Bank of Italy. The average rate of remuneration of the obligatory fund during 2001 was 4.63%, with an average worth of 19,475 million Euro approx. 1.2 Detail of item 40 “Loans to customers” a) Securities eligible for re-financing with central banks b) REPOS c) Loans of securities 31/12/2001 22,432 0 0 31/12/2000 18,590 4,800 0 1.3 Guaranteed loans to customers a) From mortgages b) From pledges on: 1 - Cash deposits 2 - Securities 3 - Other securities c) From guarantees of: 1 - Government authorities 2 - Other public bodies 3 - Banks 4 - Other operators Total 31/12/2001 555,548 49,627 31/12/2000 456,213 36,452 13,494 36,102 31 8,251 28,156 45 564,169 493,070 0 42 1,733 562,394 0 55 1,723 491,292 1,169,344 985,735 Assisted loans to customers in full or in part guarantees for 1,169.3 million Euro represent 47.06% of the total. 1.4 Non-performing loans (including default interest) a) capital b) interest Total 31/12/2001 23,358 3,452 26,810 31/12/2000 21,073 3,865 24,938 31/12/2001 3,452 841 4,293 31/12/2000 3,865 583 4,448 1.5 Loans from default interest a) Non-performing loans b) Other loans Total 68 1.6 Status of the cash loans on 31/12/2001 - Banks Value categories A. Doubtful loans A.1 Non-performing loan A.2 Watch-list A.3 Loans being restructured A.4 Restructured loans A.5 Unsecured loans to countries at risk B. Performing loans Gross exposure 0 0 0 Overall write-downs 0 0 0 0 0 Net exposure 0 0 0 0 0 0 0 0 0 119,583 0 0 119,583 1.7 Status of the cash loans on 31/12/2001 – Ordinary customers Value categories Gross exposure 70,842 Overall write-downs 15,355 A. Doubtful loans A.1 Non-performing loans 39,943 A.2 Watch-list 27,150 A.3 Loans being restructure 0 A.4 Restructured loans 3,749 A.5 Unsecured loans to countries at risk 0 B. Performing loans 2,439,970 Net exposure 55,487 13,133 2,222 26,810 24,928 0 0 0 3,749 0 0 10,438 2,429,532 1.8a Trend of doubtful loans - Banks Nonperforming loans Watchlist Loans being restructured 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Reasons/Categories A. Initial gross exposure on 31/12/2000 A.1 of which for default interest B. Changes on the increase B.1 Inflows fromperforming loans B.2 Default interest B.3 Transfer from other categories of doubtful loans B.4 Other changes on the increase C. Changes on the decrease C.1 Outflows to performing loans C.2 Cancellations C.3 Collections C.4 Realisation on disposals C.5 Transfer to other categories of doubtful loans C.6 Other changes on the decrease D. Final gross exposure on 31/12/2001 D.1 of which for default interest Unsecured Restruc- loans to tured countries loans at risk 69 1.8b Trend of doubtful loans – Ordinary customers Watchlist Loans being restructured 12,876 0 30,990 30,164 826 0 0 0 0 0 4,508 0 550 0 0 0 0 0 0 0 0 0 16,716 165 0 5,738 0 0 0 0 0 0 0 0 0 550 1,309 0 0 1,309 0 0 0 0 0 0 0 0 10,813 0 0 0 0 0 0 0 27,150 0 0 0 3,749 0 0 0 Nonperforming Watchloans list Loans being restructured Nonperforming loans Reasons/Categories A. Initial gross exposure on 31/12/2000 39,528 A.1 of which for default interest 4,626 B. Changes on the increase 13,167 B.1 Inflows from performing loans 0 B.2 Default interest 564 B.3 Transfer from other categoriesx of doubtful loans 10,813 B.4 Other changes on the increas 1,790 C. Changes on the decrease 12,752 C.1 Outflows to performing loans 0 C.2 Cancellations 6,471 C.3 Collections 6,272 C.4 Realisation on disposals 9 C.5 Transfer to other categories of doubtful loans 0 C.6 Other changes on the decrease 0 D. Final gross exposure on 31/12/2001 39,943 D.1 of which for default interest 4,165 Unsecured Restruc- loans to tured countries loans at risk 1.9a Trend of overall write-downs - Banks Reasons/Categories A. Initial overall write-downs on 31/12/2000 A.1 Of which for default interest B. Changes on the increase B.1 Write-downs B.1.1 of which for default interest B.2 Use of credit risk reserves B.3 Transfer from other categories of loans B.4 Other changes on the increase C. Changes on the decrease C.1 Write-backs from valuation C.1.1 of which for default interest C.2 Write-backs from collections C.2.1 of which for default interest C.3 Cancellations C.4 Transfer to other categories of loans C.5 Other changes on the decrease D. Final overall write-downs on 31/12/2001 D.1 Of which for default interest 70 Unsecured Restruc- loans to tured countries loans at risk 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1.9b Trend of overall write-downs – Ordinary customers Nonperforming Watchloans list Reasons/Categories A. Initial overall write-downs on 31/12/2000 14,590 A.1 of which for default interest 762 B. Changes on the increase 3,547 B.1 Write-downs 3,547 B.1.1 of which for default interest 107 B.2 Use of credit risk reserves 0 B.3 Transfer from other categories of loans 0 B.4 other changes on the increase 0 C. Changes on the decrease 5,004 C.1 Write-backs from valuation 423 C.1.1 of which for default interest 14 C.2 Write-backs from collections 170 C.2.1 of which for default interest 6 C.3 Cancellations 4,411 C.4 Transfer to other categories of loans 0 C.5 Other changes on the decrease 0 D. Final overall write-downs on 31/12/2001 13,133 D.1 Of which for default interest 713 Loans being restructured Unsecured Restruc- loans to tured countries loans at risk 492 0 0 0 4,002 0 2,222 2,222 0 0 0 0 0 0 0 0 0 0 8,598 8,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 598 2,162 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2,162 0 0 0 0 0 492 0 0 0 0 2,222 0 0 0 10,438 0 0 0 0 0 Composition of item 10 “Cash and deposits with central banks and post offices” Bills and coins Free postal current accounts Total 31/12/2001 17,570 0 17,570 31/12/2000 12,706 427 13,135 31/12/2001 18,131 79,620 18,909 2,921 2 119,583 31/12/2000 16,629 181,640 11,872 1,534 2 211,677 Composition of item 30 “Loans to banks” Loans to issuing bank Deposits in banks Current accounts for services rendered Loans Other loans Total 71 Composition of item 40 “Loans to customers” 31/12/2001 827,247 545,685 29,384 472,669 75,025 506,781 26,810 1,418 2,485,019 Current accounts Import-export loans Discounted portfolio Mortgage loans Non mortgage loans Other financing Non-performing loans Other loans Total 31/12/2000 642,975 476,098 25,902 388,422 51,271 360,734 24,938 4,943 1,975,283 The overall amount of loans granted is posted to the balance sheet at the presumed realisation value. SECTION 2 - SECURITIES 2.1 Investment securities Items/Values 1. Debt securities 1.1 Government securities – listed – unlisted 1.2 Other securities – listed – unlisted 2. Variable-yield securities – listed – unlisted Totals Balance sheet value 147,207 9,471 9,471 0 137,736 10,736 127,000 0 0 0 147,207 Market value 147,207 9,471 9,471 0 137,736 10,736 127,000 0 0 0 147,207 The portfolio is represented by securities specifically identified as intangible assets on the basis of resolutions adopted at the time of purchase, in order to stabilise the medium-long term yields. Therefore, the Board of Directors has established the following criteria for the definition of intangible assets. • Securities are intended as a permanent corporate investment and can, in principle, be transferred only after their natural expiry, except in extraordinary circumstances or as a result of an appropriate resolution taken by the relevant Board of Directors. However, it is possible to exchange securities and/or restructure the portfolio of intangible assets if these do not substantially alter the portfolio values or offer economic advantages in terms of yields. • The related rate and exchange risks can be covered by appropriate coverage transactions. • Securities of the examined section are allocated according to a special “framework resolution” of the Board of Directors, which defines percentage and absolute limits in terms of quantities. On 31/12/2001, listed investment securities were revalued at 278,974.03 Euro. 72 Derivative intangible assets Unlisted debt securities, posted with an amount of 10,559,532.95 Euro to the balance sheet, have been purchased through asset swaps in order to stabilise the medium-long term profit flows. The IRS related to the asset swap, which is based on the value as of 31/12/2001, shows a potential theoretical depreciation of 2,963,617.78 Euro (2,652,006.17 in 2000), and a potential depreciation of 833,838.76 Euro has been estimated for the same date. It is useful to remember that the potential theoretical depreciation has been determined taking into account the natural expiry of the contract. It is understood, however, that both parties can cancel the contract before its natural expiry without additional penalties, provided that the difference is indicated in the expiry coupons. In this context, the theoretical depreciation would be much more limited. 2.2 Annual changes in investment securities A. B. C. D. Initial values Increases B1. Purchases B2. Write-backs B3. Transfer of portfolio of investment securities B4. Other changes Decreases C1. Sales C2. Refunds C3. Write-backs of which: – Permanent write-downs C4. Transfers to portfolio of trading securities C5. Other changes Final balance 19,605 127,602 127,000 518 0 84 0 0 0 0 0 0 0 147,207 2.3 Trading securities Items/Values 1. Debt securities 1.1 Government securities – listed – unlisted 1.2 Other securities – listed – unlisted 2. Variable-yield capital – listed – unlisted Totals Balance sheet value 330,249 212,811 212,811 0 117,438 933 116,505 5,772 5,772 0 336,021 Market value 331,196 212,961 212,961 0 118,235 936 117,299 5,809 5,809 0 337,005 The valuation of listed and unlisted trading securities has resulted in writedowns and depreciation for 6,607,696.71 Euro, which have been posted to the profit and loss account. The write-backs on the securities depreciated during previous years and still present in the portfolio, amounted to Euro 59,064.00. These have also been posted to the profit and loss account. The statement above shows potential appreciation, which have not been posted to the balance sheet, amounting to 984,476.25 Euro as compared to market 73 values, as illustrated in the valuation criteria described in Part A - Section 1 above. The Bank has a portfolio of 2,264,673.84 Euro of directly issued bonds originating from the negotiations with customers of the secondary market. Valuations of “off balance sheet” transactions have produced a depreciation of 10,295.90 Euro which has been posted to the profit and loss account. The valuation of the asset swap “Asset Fiat & Trade” produced a depreciation of 29,696.39 Euro determined according to the difference between the depreciation calculated on the security of 360,600.09 Euro, already included in the total of the depreciations posted to the profit and loss account for the unlisted securities, and the appreciation calculated on the swap of 330,903.70 Euro posted to the profit and loss account. The valuation of the remaining asset swap contracts showed potential appreciation for 88,955.30 Euro which have not been posted in line with prudential and certainty criteria. 2.4 Annual changes in trading securities A. B. C. D. Initial values Increases B1. Purchases - Debt securities + Government securities + Other securities - Variable-yield securities B2. Write-backs and revaluation B3. Transfers from the portfolio of investment securities B4. Other changes Decreases C1. Sales and refunds - Debt securities + Government securities + Other securities - Variable-yield securities C2. Write-downs C3. Transfers to the portfolio of investment securities C5. Other changes Final balance 212,734 2,604,792 2,600,370 2,505,021 1,012,521 1,492,500 95,349 59 0 4,363 2,481,505 2,474,897 2,383,673 930,624 1,453,049 91,224 6,608 0 0 336,021 Securities owned by the Bank have been posted to the balance sheet as indicated here below: – Treasury notes and similar securities eligible for re-financing with central banks (item 20) – Bonds and other debt securities (item 50) – Shares, quotas and other variable-yield securities (item 60) Total Of which: – Investment securities – Trading securities 74 31/12/2001 31/12/2000 55,352 422,529 33,813 198,390 5,347 483,228 136 232,339 147,207 336,021 19,605 212,734 SECTION 3 - EQUITY INVESTMENTS 3.1 Significant equity investments Name Head Office A. Subsidiaries 1. Claris Factor spa Montebelluna 2. Claris Assicurazioni srl Montebelluna 3. Claris Broker spa Montebelluna 4. Claris Vita spa Milan 5. Claris Leasing spa Treviso 6. Banca Italo-Romena spa Treviso 7. Banca di Bergamo spa Bergamo 8. Veneto Ireland Financial Services Ltd. Dublin B. Companies subject to significant influence 1. Atene srl Vicenza 2. Sintesi 2000 srl Milan 3. Nuova Finanziaria Mediterranea spa Bari Net worth Earning/Loss % Quota Book value 5,183 61 188 44,926 19,772 31,836 26,094 752 5 5 -1,465 -228 448 94 100 100 100 100 100 92.308 60 4,155 52 568 73,052 9,500 16,732 20,737 149,206 22,206 100 127,000 66,664 -41 272 -260 33.33 33.33 29,696 87 285,392 1,348 25 71,013 3.2 Credit and debit positions with group companies a) Assets 1. loans to banks of which: subordinated 2. loans to financial bodies of which: subordinated 3. loans to other customers of which: subordinated 4. bonds and other debt securities of which: subordinated b) Liabilities 1. due to banks 2. due to financial bodies 3. due to other customers 4. securities issued 5. subordinated debt c) Guarantees and commitments 1. guarantees issued 2. commitments 31/12/2001 31/12/2000 42,522 0 142,562 0 97 0 127,000 0 1,994 0 50,075 0 0 0 0 0 3,698 8,953 9,754 0 0 1,131 720 13,327 0 0 28,949 3,933 42,305 0 In detail: Item a.1 Reciprocal and free deposit accounts with Banca Italo-Romena spa, and the Banca di Bergamo spa; Item a.2 Loans granted to Claris Factor spa and to Veneto Ireland Financial Services Ltd., and current account with Claris Leasing spa; Item a.3 Current account with Claris Broker spa; Item b.1 Reciprocal and deposit accounts with Banca Italo-Romena spa, and reciprocal accounts and passive repurchase agreements with the Banca di Bergamo spa; Item b.2 Deposits in current account of Veneto Ireland Financial Services Ltd. and Claris Factor spa; Item b.3 Deposits in current account of Claris Assicurazioni srl, Claris Broker spa and Claris Vita spa; Item c.1 Guarantees released on behalf of Claris Broker spa, Claris Leasing spa, Claris Factor spa and Veneto Ireland Financial Services Ltd.; Item c.2 Securities to be received by Claris Vita spa, and deposits to be made with Banca di Bergamo spa. 75 3.3 Credit and debit position with subsidiaries (other than Group companies) a) Assets 1. Loans to banks of which: subordinated 2. Loans to financial bodies of which: subordinated 3. Loans to other customers of which: subordinated 4. Bonds and other debt securities of which: subordinated b) Liabilities 1. Due to banks 2. Due to financial bodies 3. Due to other customers 4. Securities issued 5. Subordinated debt c) Guarantees and commitments 1. Guarantees issued 2. Commitments In detail: Item a.1 Item a.2 Item a.3 Item a.4 Item b.1 Item b.2 Item b.3 Item c.2 31/12/2001 31/12/2000 6,386 0 25,881 0 1,158 0 972 0 68,168 0 30,043 0 171 0 51,098 0 108,201 48 14 0 0 76,656 15,614 13 0 0 0 7,375 0 3,509 Our deposits in subsidiary banks Our current account loans to subsidiary financial bodies Our loans to subsidiary companies Portfolio bonds of subsidiary Italian banks Trading deposits and current accounts of subsidiary banks Trading deposits and current accounts of subsidiary financial bodies Trading current accounts of other subsidiary companies Securities to be received by subsidiary companies 3.4 Composition of item 70 “Equity investments” a) In banks 1. listed 2. unlisted b) In financial bodies 1. listed 2. unlisted c) Others 1. listed 2. unlisted Total 76 31/12/2001 31/12/2000 20,185 7,674 20,185 7,445 4,052 101,604 0 3,066 4,699 2,907 141,121 0 32,058 62,754 3.5 Composition of item 80 “Equity investments in group companies” a) In banks 1. listed 2. unlisted b) in financial bodies 1. listed 2. unlisted c) others 1. listed 2. unlisted Total 31/12/2001 31/12/2000 0 37,470 0 9,296 0 140,655 0 131,155 0 73,671 251,796 0 26,443 166,894 Annex “C” of the supplementary note details the equity investments owned. 3.6 Annual changes in equity investments 3.6.1 Equity investments in group companies A. B. C. D. E. F. Initial values Increases B1. Purchases B2. Write-backs B3. Revaluation B4. Other changes Decreases C1. Sales C2. Write-downs of which: permanent write-downs C3. Other changes Final balance Total revaluation Total write-downs 166,894 148,943 148,943 0 0 0 64,041 25,823 38,218 38,218 0 251,796 0 38,218 In detail: • Item B1 for the purchase of shares from the following companies Claris Vita spa Banca Italo-Romena spa Banca di Bergamo spa Claris Leasing spa shares ordinary ordinary ordinary ordinary no. 75,000,000 6,000 120,000,000 20,000 counter value 111,269 7,436 20,737 9,500 • Item C1 sales of investments for incorporation Immobiliare Servizi spa shares ordinary no. 50,000 counter value 25,823 • Item C2 devaluation of equity investments Claris Vita spa counter value 38,218 77 3.6.2 Other equity investments A. B. C. D. E. F. Initial values Increases B1. Purchases B2. Write-backs B3. Revaluation B4. Other changes Decreases C1. Sales C2. Write-downs Of which: permanent write-downs C3. Other changes Final balances Total revaluations Total write-downs 62,754 83,381 82,179 0 0 1,202 5,014 5,014 0 0 0 141,121 0 0 The following section details the most relevant transactions: • Item B1 for the purchase of shares from the following companies Arca Vita spa Italmobiliare spa Rinascente spa Factorit spa Nuova Finanziaria Mediterranea spa Elsag Supernet spa T.I.M. spa Telecom Italia spa Ifil spa Ipi spa Centrobanca spa Italcementi spa Arca SGR spa Banca per il Leasing spa Alpifin spa Sintesi 2000 srl Treviso Glocal scarl shares ordinary savings savings ordinary ordinary ordinary savings savings savings ordinary ordinary ordinary ordinary ordinary ordinary ordinary ordinary no. 39,188 127,100 303,000 233,395 137,486,537 250 479,000 200,000 410,000 340,750 337,865 100,000 550,000 76,180 77,469 25,000 10,400 • Item B4 net income resulting from the transfer of value Arca Merchant spa Supernet spa Telecom Italia spa • Item C1 transfer of equity investments Federveneta scarl Arca Merchant spa Factorit spa SEC Servizi scpa Supernet spa Telecom Italia spa Arca SGR spa Centrobanca spa 78 shares ordinary ordinary ordinary ordinary ordinary savings ordinary ordinary counter value 25 2,252 1,087 273 71,013 66 1,972 872 1,800 1,272 282 368 360 393 77 62 3 counter value 1,024 57 121 no. 6,384 2,032,404 450,000 100,000 128 200,000 495 176,979 counter value 165 2,771 273 52 170 993 305 282 SECTION 4 – TANGIBLE AND INTANGIBLE ASSETS 4.1 Annual changes in tangible assets A. Initial values B. Increases B1. Purchases B2. Write-backs B3. Revaluations B4. Other changes C. Decreases C1. Sales C2. Write-downs: a) Amortisation b) Permanent write-downs C3. Other changes D. Final balances E. Total revaluations F. Total write-downs: a) Amortisation b) Permanent write-downs Intangible 17,703 Tangible 11,336 Total 29,039 10,238 0 0 12,144 4,250 0 0 91 14,488 0 0 12,235 0 1,005 1,005 1,096 0 0 38,989 5,165 2,621 0 1,892 10,159 0 3,717 0 1,892 49,148 5,165 12,884 0 32,328 0 45,212 0 These changes have arisen from: Item B1 Property – progress in work on services centre in Montebelluna and purchase of building to be used at Motta di Livenza subsidiary; Item B1 Furnishings – Purchase of ordinary and instrumental “miscellaneous furnishings, machinery and equipment”; Item B4 Property and Furnishings – purchase of property and furnishings following merger for incorporation with Immobiliare servizi spa and realisation earnings from the assets Item C1 Furnishings – Sale or transfer of obsolete or unused assets; Item C3 Furnishings - Loss on transfer of assets and cancellation of pending “tangible” assets. Amortisation has been calculated as described in the evaluation criteria by applying the following rates: – – – – – – – Property Vehicles Electronic equipment Alarm systems Furnishings Office furniture and equipment Equipment with unit value below Lira 1 million 3% 25% 20% 30% 15% 12% 100% During the first year of use of the goods, the rate is reduced by 50% as established in the related tax laws. As established in the provisions of Article 10 of Law no. 72 dated 19/03/1983, Annex B provides information on property currently owned, which was subject to monetary revaluations in the past. 79 4.2 Annual changes in intangible assets A. Initial values B. Increases B1. Purchases B2. Write-backs B3. Revaluations B4. Other changes C. Decreases C1. Sales C2. Write-downs: a) Amortisation b) Permanent write-downs C3. Other changes D. Final balances E. Total revaluations F. Total write-downs: a) amortisation b) Permanent write-downs 3,255 1,824 1,824 0 0 0 1,773 0 1,773 0 0 3,306 0 5,701 0 The intangible assets covering several years, net of the amortisation posted to the profit and loss account, amount to 3.3 million Euro, and comprise the following items: Expenses for the purchase of software Expenses for the refurbishing of rented property Other multi-year charges Total 234 905 2,167 3,306 The item: • “Other multi-year changes” comprise the expenses paid for the establishment of “Veneto Banca” and the cost for the revision project of its organisational structure entrusted to “Bain Cuneo e Associati”. SECTION 5 – OTHER ASSETS 5.1 Composition of item 130 “Other assets” Loans to the Treasury Outstanding and dishonoured bills and cheques Loans for options Transactions with derivative products (including guarantee deposits) Transactions with securities to be settled on customer current accounts Portfolio transactions to be settled Transactions in foreign currency to be settled Advances on suppliers’ invoices Tax collection lists - remainders Suspended current account cheques Current account cheques billed to third parties Loans to customers for commissions to be collected Entries to be settled on proxy processes Valuation set-offs for off balance sheet transaction Other assets Total 80 31/12/2001 41,026 159 2,269 31/12/2000 25,076 221 5,215 4,084 34,938 661 7,068 17,234 667 4 230 29,177 4,547 7,631 331 9,176 124,264 992 3,992 10,053 1,804 5 177 18,683 2,734 6,290 0 11,613 121,793 Item “Loans to Treasury” includes: 31/12/2001 Tax credits from previous years 431 Tax advance on employee severance pay 764 Revaluation of tax advance on employee severance pay 144 Advances for Irpeg/Irap 17,782 Imbalance of advance/deferred taxes 6,285 Withholding taxes advanced at source 3,428 Withholding taxes paid 106 VAT advance for December 197 Substitute tax advances for medium and long term transactions 255 VAT on tax commissions 171 Tax credits on dividends 11,424 Other assets 39 Total 41,026 31/12/2000 417 922 108 14,036 5,124 2,680 149 28 189 171 1,251 1 25,076 5.2 Composition of item 140 “Accrued income and pre-paid expenses” Accrued income for – Interest incomes on securities – Interest on loans to customers – Interest incomes from bank – Transaction differences on interest rate swaps Total accrued income Pre-paid expenses on – Insurance premiums – Other expenses not posted to the year Total pre-paid expenses Total accrued income and pre-paid expenses 31/12/2001 31/12/2000 7,726 5,355 778 4,671 18,530 4,554 5,451 752 1,586 12,343 126 1,713 1,839 20,369 418 1,140 1,558 13,901 Accrued income and pre-paid expenses have been calculated pro tempore. 5.3 Write-downs for accrued income and pre-paid expenses a) Assets b) Liabilities 31/12/2001 0 0 31/12/2000 0 0 The Bank has chosen not to carry out direct write-downs on the increases and decreases for the assets and liabilities related to the examined accrued income and pre-paid expenses. 5.4 Distribution of subordinated assets a) Loans to banks b) Loans to customers c) Bonds and other debt securities 31/12/2001 0 0 15,964 31/12/2000 0 0 0 81 SECTION 6 - DEBTS 6.1 Detail of item “Due to bank” a) REPOS b) Security loans 31/12/2001 2,103 0 31/12/2000 0 0 31/12/2001 120,582 0 31/12/2000 111,893 0 31/12/2001 18,988 934,915 33,744 987,647 31/12/2000 11,587 530,580 25,814 567,981 6.2 Detail of item “Due to customers” a) REPOS b) Security loans Composition of item 10 “Due to bank” Current accounts for services rendered Deposits Loans Total Composition of items 20 “Due to customers” and 30 “Securities issued” Due to customers: – Current accounts – Saving deposits – Other ratios – REPOS Securities issued: – Bonds – certificates of deposit Total 31/12/2001 31/12/2000 866,264 106,500 23 120,582 724,349 110,327 0 111,892 880,665 46,563 2,020,597 756,845 60,488 1,763,902 Composition of item 40 “Deposits received in administration” Funds received from: State treasury Veneto Sviluppo spa Total 31/12/2001 105 678 783 31/12/2000 142 504 646 The net change that occurred during the trading year originates from: • The increase of funds connected with management activities, amounting to 323 thousand Euro; • The decrease originating from the losses of the deposits received in administration, amounting to 186 thousand Euro. The management activity has been characterised by the issue of facilitated agricultural loans to customers, in compliance with the requirements of Law 88/1980 and of several regional laws, through the funds of Veneto Sviluppo spa. 82 SECTION 7 - FUNDS 7.1 Composition of item 90 “Credit risk reserves” 31/12/2001 3,129 3,129 Credit risk reserves for default interest Total 31/12/2000 3,527 3,527 7.2 Changes of the “Credit risk reserves” during the trading year (item 90) A. B. C. D. Initial values Increases B1. Provisions B2. Other changes Decreases C1. Uses C2. Other changes Final balances 3,527 494 494 0 892 107 785 3,129 7.3 Composition of sub-item 80 c) “Reserves for risks and charges: other funds” Other funds: 31/12/2001 1,816 5,165 8,342 5,323 Sundry funds – Social security contributions Reserves for risks and charges Reserves for risks and charges ex B.C.C. Total 31/12/2000 1,898 1,549 8,467 11,914 Changes occurring in item 80 “Funds for risks and charges” Balance on 31/12/2000 (Uses) a) Reserves for retirement and similar obligations b) Taxation reserves c) Other funds: 1 - sundry funds – social sec. contrib. 2 - Reserves for risks and charges Total Total reserves for risks and charges Balance on Provisions 31/12/2001 0 21,403 0 20,430 0 10,558 0 11,531 1,898 1,898 1,816 1,816 10,016 11,914 124 2,022 3,615 5,431 13,507 15,323 33,317 22,452 15,989 26,854 Taxation reserves (item 80 b) The current quota of the fund includes the amount due for Irpeg/Irap taxes owed for the trading year. Tax down payments for Irpeg and Irap are entered under “other assets” (item 130). As regards the tax situation, all the trading years up to 1995 have been settled. 83 Application of the tax reductions as per Law 461/98 (“Ciampi” Law) and Legislative Law Decree 153/99 Situation prior to the 2001 financial year: The Legislative Decree no. 153 dated 17/05/1999 establishes provisions for tax reductions. According to these provisions, it is possible to allocate for five consecutive years a quota of the net income from the period to a special reserve (named “Legislative Decree 153/99 Reserve”) in order to claim a reduction of the tax quota by 12.50% as calculated on the amount of income subject to IRPEG. This reserve cannot be distributed to shareholders before three years from the date of allocation of the income to the reserve, as its distribution before the given term would lead to the application of the ordinary income taxes both to the Bank and its shareholders. Application of the aforementioned law has reduced the taxes owed by Veneto Banca for the year ending on 31 December 2000 by 203,484.00 Euro, with the constitution of a special income reserve of Euro 829,613.80. On 3 April 2000, the Treasury and Finance Ministries distributed a notice to inform taxpayers of the suspension of the aforementioned facilitation. This suspension was requested by the European Commission, which will deliberate on the compliance of this facilitation with the EU provisions regarding public financing aids to companies. It was deemed opportune to make use of the benefit in line with the orientation of the advisers and other sister companies. Should the “Law” be regarded inapplicable, the taxes for the full year 2000 would be increased by 203,484.00 Euro and be regarded as contingent loans. However, in this case, the reserve of 829,613.80 Euro would become fully available. In 2001 the European Commission rejected the facility in question as “state aid”. The Italian government however decided to take the matter to the European Court of Justice in Luxembourg. Taking account of this, the bank taxed the income corresponding to this facility at the full rate and will propose to the meeting of companies to allocate part of the profit from the financial year of 829,613.80 Euro to the Special Reserve, reserving the right to reimburse any excess tax paid if the Court of Justice rules in its favour. Other funds (item 80 c) • Line 1: These are compulsory social contributions owed by virtue of the amounts paid to personnel during the period; • Line 2: 2,000,000.00 Euro provision to the reserves for risks and charges for any revocation or legal cause, 3,165,000.00 for any other events such as possible losses of value in financial investments, including “equity investments”. Changes related to item 70 “Employee severance pay” Balance on 31/12/2000 Use for allowances paid during the period Advances granted by virtue of legal provisions and contract agreements Replacement tax 11% on revaluation of severance pay D.Lgs. 168/2001 Provision for the period Balance on 31/12/2001 84 12,538 -643 -585 -41 1,671 12,940 The loans to the Treasury include the advance taxes on the employee severance pay accrued on 31 December 1996-1997, as per legal provisions. This advance amounts to 907,490.00 Euro and has been revalued according to the criteria established in paragraph 4 of Article 2120 of the Civil Code, as per the provisions of Article 3, paragraph 213 of Law 662/96. The sum of 35,698.00 Euro, resulting from the revaluation, has been posted to the profit and loss account. Deferred taxes A. Assets for anticipated tax 1. Initial amount 2. Increases 2.1 Advance taxes for the period 2.2 Other increases 3. Decreases 3.1 Advance taxes cancelled in the period 3.2 Other decreases 4. Final amount B. Liabilities for deferred tax 1. Initial amount 2. Increases 2.1 Deferred taxes for the period 2.2 Other increases 3. Decreases 3.1 Deferred taxes cancelled in the period 3.2 Other decreases 4. Final amount 5,222 1,848 1,848 0 715 655 60 6,355 98 12 12 0 40 -40 0 70 The entries connected to the advanced and deferred taxes given in the tables refer to: Assets for advance taxes Write-downs on loans to customers Entertainment expenses Provisions to the reserves for risks and charges Total assets for advance taxes 1,007 75 5,273 6,355 Liabilities for deferred taxes Appreciation divided by instalments on transfers of intangible assets Total imbalance between advance/deferred taxes 70 6,285 1. Advance and deferred taxes related to events or transactions connected with the profit and loss account In order to be able to quantify the amounts for accounting purposes, it has been necessary to distinguish between deductible and taxable temporary differences. This operation has influenced the profit and loss accounts of the periods in which the source entries were posted, resulting in the payment of higher or lower taxes. All deductible and taxable temporary differences have been classified as differences characterised by an inversion that could be defined in time. Thus, in 85 accordance with the provisions of the consolidation act on income tax, only the differences with certain return date have been identified. The resulting differences originate from the provisions to reserves for risks and charges, entertainment expenses (that will be recovered in fifths) and actual appreciation (that will be taxed in fifths). A comparison has been made between the net temporary differences (deductible differences less taxable differences) for each period and the taxable income for the years covered by the strategic plan, in compliance with the principle of “reasonable feasibility” of realising future taxable income able to allow the actual recovery of fiscal benefits. The assets for advance taxes and the liabilities for deferred taxes posted in the balance sheet of 2000 have been recalculated as a result of the variation of the Irpeg rate, as established in the financial law of 2001. Thus, the average Irpeg rate, applied to the deferred taxes resulting from the period is equivalent to 34.92%, in consideration of the fact that the Bank is entitled to take advantage of a reduced taxation on income, in accordance with the provisions of Legislative Decree Law 466/97 (D.I.T.). As the amount of liabilities from deferred taxes was less than the amount of the assets for advance tax during the preparation of the balance sheet, these were compensated in accordance with the provisions of the Bank of Italy, which authorises this kind of operation provided that these refer to the same tax period and expire in the same interval of time. 2. Advance and deferred taxes in relation to shareholder’s equity No assets for advance tax or liabilities for deferred taxes have been posted to the shareholder’s equity. Consequently, only the relevant tables have been completed. Amounts and changes in the period related to liabilities for deferred taxes, not included in sub-item 80b “Taxation reserves”. The liabilities for deferred taxes, which have not been included in sub-item 80b) “Taxation reserves” because the deferred payment of the tax is subordinated to the posting of special provisions for suspended tax reserves, amounted to 3,129 million Euro on 31/12/2001. These refer entirely to provisions for credit risk reserves related to default interest, as per Article 71, paragraph 6 of the TUIR (regional tax consolidation act). These liabilities were posted under item “Other liabilities of the supplemental capital: others” of the regulatory capital, in accordance with the provisions of the Bank of Italy. Amounts and changes of taxable temporary differences that cannot be posted to the liabilities for deferred taxes Temporary taxable differences that cannot be posted as liabilities for deferred taxes, since they refer to matters unlikely to be taxed, consist of the following items: • Revaluation risks for tax suspension amounting to 0.328 million Euro, pursuant to Law 576/75 86 • Revaluation risks for tax suspension amounting to 3.226 million Euro, pursuant to Law 72/83 • Revaluation risks for tax suspension amounting to 2.001 million Euro, pursuant to Law 413/91 Given the existence of these reserves, the Bank decided not to allocate liabilities for deferred taxes due to the improbable use of these reserves. 3. Content of the tables of the supplementary note The tables of the supplementary note referring to the changes connected with items “Assets for advance taxes”, “Liabilities for deferred taxes” and “Income tax for the year” have been completed, in accordance with the provisions set forth in the advice distributed by the Bank of Italy. The statements that follow have been provided to integrate and illustrate the figures posted to items “Assets for advance taxes” and “Liabilities for deferred taxes” deriving from temporary differences connected with the profit and loss account: • The increase in assets for advance taxes and in the liabilities for deferred taxes refer to the figures, used for Irpeg and Irap purposes, posted for the year as a result of the new differences applicable to the years to come, specifically related to entertainment expenses that can be deducted in time by equal quotas (Art. 74, paragraph 2, T.U.I.R), to provisions for the fund for risks and charges including from the previous period. Taxes were calculated at 1.305 million Euro for Irpeg and 0.543 million Euro for Irap. • Decreases are instead related to the advance and deferred taxes cancelled during the year as a result of returns. The counter-values of increases and decreases were posted, with the appropriate sign, to the table containing the income tax for the year. The counter-values posted were respectively 0.578 million Euro in Irpeg and 76,626.00 Euro in Irap for advance taxes and 35,339.00 Euro in Irpeg and 4,607.00 Euro in Irap for deferred taxes. • Item “Other decreases” contains the amount resulting from the change of the Irpeg rate, which has been recalculated on the amount posted in the previous year. The items of the balance sheet related to deferred and advance taxes are summarised below. • Item 130 “Other assets” amounting to 6.285 million Euro, resulting from the compensation carried out, as explained above. • Item 220 of the profit and loss account “Income tax for the year” comprises assets for 1.836 million Euro, of which 1.294 million Euro in Irpeg and 0.542 million Euro in Irap, and liabilities for 0.675 million Euro, of which 0.603 million Euro in Irpeg and 0.072 million Euro in Irap. 87 SECTION 8 – CAPITAL, RESERVES, RESERVE FOR GENERAL BANKING RISKS AND SUBORDINATED DEBT Composition of the shareholder’s equity and of subordinated debt Item item 100 item 110 item 120 item 130 item 140 Description 31/12/2001 Reserve for general banking risks 13,146 Subordinated debt 154,956 Capital 73,065 Issue premiums 165,604 Reserves: 75,850 a) Legal reserves 22,551 b) Reserve for own shares or quotas 0 c) Statutory reserves 0 d) Other reserves 53,299 item 150 Revaluation 5,554 item 160 Retained earnings 0 item 170 Net income for the period 34,108 Total shareholder’s equity 522,283 31/12/2000 6,432 108,456 52,817 109,117 62,828 19,590 0 0 43,328 5,554 0 28,510 373,715 The postings connected with the items forming the shareholder’s equity are described in Annex A. Composition of item 100 “Reserve for general banking risks” Reserve for general banking risks 31/12/2001 13,146 31/12/2000 6,432 The increase for the period includes 6.714 million Euro deriving from the provisions of the period. Composition of item 110 “Subordinated debt” Subordinated debt 31/12/2001 154,956 31/12/2000 108,456 The examined item comprises the following bonded loan in Euro: “Veneto Banca convertible subordinated 2000-2007 1.5%” • Issued on 31st March with no. 600,000 bonds, each with a nominal value of € 180.76 for a nominal total of € 108,455,948.81; • Deferred annual gross interest rate of 1.5% on the nominal value; • Date of expiry: April 1st 2007; • No advanced refund terms were foreseen; • Subordination terms: these establish that if the Bank is dissolved or liquidated, the bond will be refunded only after all the other creditors, without equal subordination, have been refunded; • Each bond will be converted into 10 ordinary Veneto Banca shares. Bonds can be converted in the following periods: – From 01.01 to 28.02 of 2005 in the amount of a third – From 01.01 to 28.02 of 2006 in the amount of an additional third – From 01.01 to 28.02 of 2007 in the amount of the remaining third 88 “Veneto Banca convertible subordinated 2001-2007 2%” • Issued on 30th April 2001 with 249,999 bonds, each with a nominal value of € 186 for a nominal total of € 46,499,814; • Deferred annual gross interest rate of 2 % on the nominal value; • Date of expiry: May 1st 2007; • No advanced refund terms were foreseen; • Subordination terms. These establish that if the Bank is dissolved or liquidated, the bond will be refunded only after all the other creditors, without equal subordination, have been refunded; • Each bond will be converted into 10 ordinary Veneto Banca shares. Bonds can be converted in the following periods: – From 01.01 to 28.02 of 2005 in the amount of a third – From 01.01 to 28.02 of 2006 in the amount of an additional third – From 01.01 to 28.02 of 2007 in the amount of the remaining third Or at the expiry date of the loan, at the subscriber’s discretion. Composition of item 120 “Capital” Ordinary shares no. 24,354.860 (*) each with a nominal value of Euro 3.00 (**) 31/12/2001 31/12/2000 73,065 52,817 (*) distributed among 14,547 shareholders (**) during the trading year, transactions have involved n. 4,107,170 shares Composition of item 130 “Issue premiums” Issue premiums 31/12/2001 165,604 31/12/2000 109,117 31/12/2001 22,551 0 0 53,299 46,439 3 100 31/12/2000 19,590 0 0 43,238 37,039 3 100 1,796 4,132 0 829 1,796 4,132 169 0 Composition of item 140 “reserves” a) b) c) d) legal reserve Reserves for own shares or quotas Statutory reserves Other reserves: – Extraordinary reserve – Taxed reserve – Taxed reserve, art. 4 L. 823/73 – Appreciation reserve from facilitated financing law L. 218/90 – Reserve for the purchase of corporate shares – Amalgamation balance reserve – Special reserve D.Lgs. 153/99 The extraordinary reserve of 46,439 thousand Euro includes, under the terms of Art. 2423 of the Civil Code, the unavailable reserve amounting to 1.55 million Euro, resulting from the revaluation carried out during the trading year of 1996. 89 Composition of item 150 “Revaluation reserves” Revaluation reserves: – law no. 576/75 – law no. 72/83 – law no. 413/91 31/12/2001 5,554 328 3,226 2,001 31/12/2000 5,554 328 3,226 2,001 31/12/2001 0 31/12/2000 0 Composition of item 160 “Retained earnings” Retained earnings Composition of item 170 “Net income for the period” 31/12/2001 34,108 Net income for the period 31/12/2000 28,510 Composition of the items related to the capital assets Item Description item 110 Subscribed capital not paid up item 120 Own shares or quota 31/12/2001 0 0 31/12/2000 0 0 The portfolio of the Bank does not include own shares. Therefore, all transactions on the authorised capital have been settled. 8.2 Regulatory capital on 31/12/2001 31/12/2000 A. Capital for regulatory purposes A.1 Tier 1 capital A.2 Supplemental capital A.3 Items to be deducted A.4 Capital for regulatory purposes B. Prudential regulatory requirements B.1 Credit risks B.2 Market risks of which – Trading portfolio risks Exchange rate risks B.2.1 3rd level subordinated loans B.3 Other prudential requirements B.4 Total prudential requirements C. Risk assets and regulatory coefficients C.1 Weighted risk assets C.2 Tier 1 capital/weighted risk assets C.3 Capital for regulatory purposes/ weighted risk assets 90 342,608 153,769 0 496,377 217,913 10,147 1,017 0 0 0 228,060 3,261,258 0.11 0.15 SECTION 9 – OTHER ITEMS OF LIABILITIES 9.1 Composition of item 50 “Other liabilities” Due to Treasury Foreign currency spread on portfolio transactions Different transactions to be settled Foreign currency transactions to be settled on customer current accounts Items related to treasury services Items related to security services Transactions with derivative products Due for options Portfolio transactions to be settled Sums available to customers for network transfers Counter-value for the evaluation of transactions not included in the balance sheet Other items, other than above Total 31/12/2001 7,848 23,112 6,220 31/12/2000 5,896 19,805 5,783 31,800 18 217 4,213 1,268 2,786 15,745 7,464 143 216 10 4,187 3,150 8,343 19 19,192 112,438 0 11,541 66,538 Dues to the Treasury originate prevalently from the deductions applied by the Bank as withholding agent payable in accordance with the terms and conditions set forth in applicable laws. 9.2 Composition of item 60 “Accrued liabilities and deferred income” Accrued liabilities for – Interest expenses from customers – Interest on REPOS – Interest expenses from banks – Securities transactions – Others Total deferred income Deferred income on – Interest income on portfolio transactions – Commission income on guaranteed commitments – Differences on forward transactions in foreign currency Total deferred income Total accrued liabilities and deferred income 31/12/2001 31/12/2000 1,879 460 2,256 1,018 138 5,751 0 883 2,531 1,951 91 5,456 1,934 191 857 2,982 8,733 1,755 235 459 2,449 7,905 Accrued liabilities and deferred income have been calculated pro tempore. 9.3 Write-downs for accrued liabilities and deferred income Write-downs for accrued liabilities and deferred income posted to the related profit and loss accounts can be summarised as indicated below: 31/12/2001 31/12/2000 10,063 1,465 0 11,528 9,379 7,266 0 16,645 a) Liabilities: 1. Accrued liabilities for interest expenses: – on bonds – on certificates of deposit b) Assets Total 91 SECTION 10 – GUARANTEES AND COMMITMENTS 10.1 Composition of item 10 “Guarantees issued” a) Guaranteed loans of a commercial nature b) Guaranteed loans of a financial nature c) Pledged assets Total 31/12/2001 91,680 61,062 0 152,742 31/12/2000 81,137 71,915 0 153,052 Guaranteed loans of a commercial nature are guarantees connected with specific commercial transactions, while guaranteed loans of a financial nature are related to the regular payment of dues by the principal. 10.2 Composition of item 20 “Commitments” a) Commitment to lend funds of a certain use b) Commitment to lend funds of uncertain use Total 31/12/2001 22,986 2,285 25,271 31/12/2000 14,281 2,248 16,529 The risk connected to guarantees issued and to commitments to lend has been evaluated using the same procedure adopted for cash loans. At present, no losses are expected from these commitments. 10.3 Assets pledged for liabilities 31/12/2001 31/12/2000 25,000 25,823 45,000 0 10,100 80,100 0 25,823 31/12/2001 0 0 31/12/2000 0 1 Categories of transactions Coverage transactions Negotiation 1. Trades 0 324,333 1.1 Securities 0 7,866 – Purchases 0 5,738 – Sales 0 2,128 1.2 Currencies 0 316,467 – Currencies against currencies 0 9,653 – Purchases against Euro 0 176,745 – Sales against Euro 0 130,069 Other 0 0 0 0 0 0 0 0 Bank of Italy – guaranteed securities advance between days Bank of Italy – guaranteed securities Advance provisioning of euros Deposit tied up for public purchase offer Banca Popolare del Levante Total 10.4 Unused portions of committed credit lines a) central banks b) other banks 10.5 Forward transactions 92 2. Deposits and financing – to be disbursed – to receive 3. Derivative contracts 3.1 With exchange of assets a) Securities – Purchases – Sales b) Sales – Currencies against currencies – Purchases against Euro – Sales against Euro c) other values – Purchases – Sales 3.2 Without exchange of assets a) Currencies – Currencies against currencies – Purchases against Euro – Sales against Euro b. other values – Purchases – Sales 0 0 0 306,851 11,362 11,362 11,362 0 0 0 0 0 0 0 0 295,489 0 0 0 0 295,489 161,899 133,590 17,248 17,248 0 340,801 130,421 357 0 357 130,064 6,464 60,800 62,800 0 0 0 210,380 0 0 0 0 210,380 93,690 116,690 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 The derivative contracts concern: Categories of transactions Coverage transactions Negotiation With exchange of assets Purchase of options on titles 11,362 Sale of Isoalfa options 357 Currency against currency options 6,464 Purchase of options on titles 60,800 Sale of options on titles 62,800 Without exchange of assets • Purchase Basis swap Interest rate swap Asset swap Interest rate collars Interest rate swap Forward rate agreement Forward rate agreement Interest rate cap • Sale Basis swap Interest rate swap Asset swap Interest rate collars Interest rate swap Forward rate agreement Forward rate agreement Interest rate cap 50,466 77,071 34,362 10,000 34,500 29,000 3,357 16,833 50,466 21,927 61,197 10,000 54,500 32,000 3,357 16,833 93 Section 3.2 “Derivative contracts without exchange of assets” include the “Basis Swap” (contracts with a swap of two indexed rates), amounting to: • Euro 50,466,068.00 of nominal value to cover liabilities; These amounts are included both in purchases and sales. The evaluation of the derivative contracts in force on 31 December 2001 show a depreciation of 2,242,964.00 Euro for the transactions covering assets and liabilities, which has not been posted in the profit and loss account in compliance with the provisions of Legislative Decree 87/92. 10.6 Derivative contracts on loans Categories of transactions 1. Purchases of protection 1.1 With exchange of assets 1.2 Without exchange of assets – credit default product 2. Sales of protection 2.1 With exchange of assets 2.2 Without exchange of assets Negotiation 20,000 0 20,000 20,000 0 0 0 Other 0 0 0 0 0 0 Derivative contracts on loans have the aim of transferring the underlying loan risk to a specific “reference obligation” activity from the person who purchases protection (protection buyer) to the person selling the protection (protection seller). In these transactions, the object of the transaction is represented by the credit risk for the reference entity. SECTION 11 – CONCENTRATION AND DISTRIBUTION OF ASSETS AND LIABILITIES 11.1 Large risks On 31st December 2001 the items comprised in the “Large Risks” category, in accordance with regulatory provisions, included: a) Amount b) Number 31/12/2001 275,992 4 31/12/2000 92,318 2 The provisions issued by the Regulatory Authority classify a “large risk” as a loan granted to a “customer”, weighted according to the set regulations, that is equal to or greater than 10% of the regulatory capital of the issuing bank. “Customers” can be single persons or a “group of connected customers”, which includes two or more persons forming a single group in terms of risk because of the following reasons: a) One of the persons has power of control over the other person(s) (“juridical” connection) or: b) The nature of the relations linking the persons would most probably affect refunding of the loans granted if one of the parties experienced financial difficulties, regardless of the existence of controlling relations (“economic” connection). 94 11.2 Distribution of the loans to customers divided by main categories of debtors a) Government authorities b) Other public bodies c) Non financial bodies d) Financial bodies e) Producer groups f) Other operators Total 31/12/2001 0 4,148 1,347,485 278,966 144,529 709,891 2,485,019 % 0.00 0.17 54.22 11.23 5.82 28.56 100.00 31/12/2000 0 1,221 1,167,228 82,268 139,922 584,644 1,975,283 % 0.00 0.06 59.09 4.16 7.08 29.61 100.00 11.3 Distribution of loans to resident non-financial bodies and producer groups 31/12/2001 a) Other services destined for sale 289,378 b) Commerce services, salvage and repairs 207,446 c) Textiles, leather, shoes and clothing 200,519 d) Building and public works 166,437 e) Other industrial products 165,772 f) Other categories 460,832 Total 1,490,384 % 31/12/2000 % 19.42 220,395 16.87 13.92 205,953 15.40 13.45 11.17 11.12 30.92 100.00 149,121 156,329 150,755 428,856 1,311,409 11.41 11.96 11.54 32.82 100.00 11.4 Distribution of guarantees issued by main categories of counterparts a) Government authorities b) Other public bodies c) Banks d) Non financial bodies e) Financial bodies f) Producer groups g) Other operators Total 31/12/2001 0 203 956 105,014 29,538 3,722 13,309 152,742 % 0.00 0.13 0.63 68.75 19.34 2.44 8.71 100.00 31/12/2000 0 69 3,014 90,966 44,582 4,289 10,132 153,052 % 0.00 0.05 1.97 59.43 29.13 2.80 6.62 100.00 Other Countries 45,055 24,963 922 19,170 101,015 70,975 29,877 163 0 Total 2,758,046 91,450 2,354,835 311,761 2,961,421 823,872 1,054,799 927,011 155,739 Other EU Countries 284,729 3,170 129,262 152,297 101,547 92,800 8,693 54 0 3,087,830 119,583 2,485,019 483,228 3,163,983 987,647 1,093,369 927,228 155,739 149,666 27,144 1,203 178,013 11.5 Territorial distribution of assets and liabilities Items/Countries 1. 1.1 1.2 1.3 2. 2.1 2.2 2.3 2.4 3. Assets Loans to banks Loans to customers Securities Liabilities Due to banks Due to customers Securities issued Other accounts Guarantees and commitments Italy 95 11.6 Temporal distribution of assets and liabilities Defined maturity Over 1 years Up to 5 years Over 3 months On Up to up to demand 3 months 12 months 751,490 956,564 256,324 Fixed rate 338,451 Index rate 532,132 Fixed rate 176,188 29 5,060 201,800 4,867 2,543 60,456 39,894 0 348,501 9,475 0 25,649 1,074 0 274,125 35,802 27,454 142,031 140,049 40,334 13,633 351,068 127,625 6,951 209,778 189,919 19,859 0 0 243,131 136,792 0 84 135,159 132,237 2,922 0 0 1,706 744,644 0 0 535,180 535,133 47 0 0 1,015 156,753 0 0 779 779 0 0 154,956 0 33,666 0 0 0 0 0 0 0 6,714 1,549 209,464 1,018 33,666 Items/Residual maturity 1. Assets 1.1 Refinanceable Treasury Notes 1 12 1.2 Loans to banks 29,484 67,293 1.3 Loans to customers 612,124 847,795 1.4 Bonds and other debt securities 11,642 25,217 1.5 “Off-balance sheet” transactions 98,239 16,247 2. Liabilities 1,096,317 1,017,808 2.1 Due to banks 135,854 724,045 2.2 Due to customers 956,671 129,663 2.3 Securities issued 3,792 42,540 – bonds 2,841 19,756 – certificates of deposit 951 22,784 – other securities 0 0 2.4 subordinated debt 0 0 2.5 “Off-balance sheet” transactions 0 121,560 Over 5 years Index Indefinite rate maturity Total 315,533 129,772 3,456,454 0 55,352 15,203 119,583 114,569 2,485,019 0 422,529 0 373,971 123 3,537,171 123 987,647 0 1,093,369 0 927,228 0 880,665 0 46,563 0 0 0 154,956 0 373,971 11.7 Assets and Liabilities in foreign currency a) Assets 1. Loans to banks 2. loans to customers 3. Securities 4. equity investments 5. other accounts b) Liabilities 1. due to banks 2. due to customers 3. securities issued 4. other accounts 31/12/2001 510,104 36,471 465,960 4,539 2,756 378 22,902 404,512 4,337 2,756 596 553,211 544,592 8,619 0 0 11.8 Securitisation transactions On 31/12/2001 there were no securitisation transactions. 96 31/12/2000 435,103 525,865 518,879 6,986 0 0 SECTION 12 – MANAGEMENT AND BROKERAGE ON BEHALF OF THIRD PARTIES 12.1 Securities dealing a) Purchases: 1. controlled 2. non controlled b) Sales: 1. controlled 2. non controlled 31/12/2001 31/12/2000 81,033 0 9,158 0 2,840 0 5,055 7 31/12/2001 31/12/2000 0 72,174 471 0 0 216 31/12/2001 2,472,341 444,759 2,027,582 2,413,946 31/12/2000 2,000,999 294,220 1,706,779 1,731,874 749,405 287,570 12.2 Asset management 1. Securities issued by the bank which draws up the balance sheet 2. other securities Commission income 12.3 Custody and administration of securities a) Deposited securities of third parties 1. securities issued by the bank 2. other securities b) Securities of third parties deposited c/o third parties c) Investment and trading securities deposited c/o third parties Securities in custody and administration are posted at their nominal value. 12.4 Collection of credits on behalf of third parties: write-downs on assets and liabilities The credits of third parties for which the Bank has been given responsibility for collection in connection with portfolio transactions, are posted to the balance sheet according to the settlement date. This has implied applying the following write-downs to the entries: a) Write-downs for “assets”: 1. Current accounts 2. Central portfolio 3. Cash 4. Other accounts b) Write-downs for “liabilities”: 1. Current accounts 2. Transfer of bills and documents 3. Other accounts 31/12/2001 574,080 128,495 287,740 3,621 154,224 597,191 0 597,191 0 31/12/2000 562,351 109,884 309,811 1,672 140,983 582,156 0 582,156 0 31/12/2001 430,203 166,988 18,927 357 31/12/2000 430,741 151,415 32,258 3,096 12.5 Other transactions “Under reserve” collectable bills “Post collection” bills Total counter-value of external assets managed GPM offer from 1/1 to 31/12/2001 97 PART C – I NFORMATION ON THE P ROFIT AND L OSS A CCOUNT SECTION 1 - INTEREST 1.1 Composition of item 10 “Interest income and similar revenues” a) on loans to banks of which: – on loans to central banks b) on loans to customers of which: – on deposits received in administration c) on debt securities d) other interest incomes e) Positive balance of differentials on hedging transactions Total 31/12/2001 6,846 31/12/2000 7,546 870 129,881 735 106,459 0 18,393 13 0 155,133 0 12,734 0 0 126,739 The interest on loans to customers comprises default interest amounting to 494 thousand Euro (409 thousand Euro in 2000). 1.2 Composition of item 20 “Interest income and similar revenues” a) on due to banks b) on due to customers c) on securities issued of which: – on certificates of deposit d) on deposits received in administration e) on subordinate debt f) Negative balance of differentials on hedging transactions Total 31/12/2001 14,843 22,110 42,574 31/12/2000 15,028 14,876 34,083 1,920 127 2,249 1,609 83,512 3,607 134 1,321 2,044 67,486 Interest income and similar revenues and interest expense and similar charges accrued on the loans and deposits of the group respectively amount to 655,096.00 Euro and 568,662.00 Euro. 1.3 Detail of item 10 "interest income and similar" a) On assets in foreign currency 31/12/2001 17,247 31/12/2000 16,492 1.4 Detail of item 20 “Interest expense and similar charges” a) On liabilities in foreign currency 98 31/12/2001 10,429 31/12/2000 13,762 Composition of item 30 “Dividends and other income” Company Group companies: Immobiliare Servizi spa Claris Factor spa Claris Broker spa Claris Assicurazioni srl Claris Vita spa Veneto Ireland Financial Service Ltd. 31/12/2001 31/12/2000 279 514 0 43 40,787 6,999 322 516 6 0 0 4,150 89 88 19 257 16 180 454 2 63 7 0 96 36 7 220 33 17 21 1 0 4 17 0 308 75 1 84 40 14 0 32 145 413 2 32 7 14 0 0 0 0 29 16 0 2 1 3 0 10 0 0 1 Various other companies Total 305 50,938 537 6,376 Full tax credit on dividends Total 11,425 62,363 1,251 7,627 Other equity investments: Arca Merchant spa Arca spa Arca Vita spa Atene srl Central Leasing Bank - Italease spa Banca Piccolo Credito Valtellinese scarl Banca Popolare di Milano scarl Banca Popolare di Vicenza scarl Centrosim spa Factorit spa ICCREA Holding spa Ifil spa Ipi spa Istituto Centrale delle Banche popolari italiane Milano spa Italmobiliare spa Ludova Banka Bratislava A.S. Magyarorszagi Volksbank Rt Budapest Volksbank Cz Mediocredito Trentino – Alto Adige spa Società Interbancaria per l’Automazione SIA spa Servizi Interbancari spa Rinascente spa Sofipa spa Telecom Italia spa T.i.m.spa Unione Fiduciaria spa During the period an extraordinary dividend was collected by Claris Vita spa. This dividend of 40,787,183.00 Euro had a full tax credit for 9,655,567.00 Euro and a limited tax credit of 13,427,879.00 Euro, which permitted a minor provision in the quantification of taxes for the same amount. 99 SECTION 2 - COMMISSIONS Commission income and expense refer to the services carried out and received by the Bank during the implementation of its activities, in connection both with customers and corresponding banks. 2.1 Composition of item 40 “Commission income” a) Guarantees issued b) Collection and payment services c) Management, brokerage and advisory services: 1. Security dealing 2. Currency dealing 3. Asset management 3.1) individual 3.2) collective 4. Custody and administration of securities 5. Deposit bank 6. Placement of securities 7. Acceptance of trading instructions 8. Advisory assets 9. distribution of third party services 1) asset management: a) individual b) collective 2) insurance products 3) other products d) collection and payment services e) servicing for securitisation transactions f) Tax collection services g) Other services Total 31/12/2001 1,168 0 31/12/2000 923 0 418 739 676 632 0 0 601 0 28 1,210 0 0 0 495 0 113 3,934 0 471 0 0 0 3,355 0 0 42,884 50,874 0 0 0 0 3,102 0 0 45,622 55,497 31/12/2001 31/12/2000 0 28 471 0 0 0 0 0 0 499 0 0 0 0 2.2 Composition of item 40 “Commission income” Distribution channels for products and services a) at own kiosks 1. Asset management 2. Placement of securities 3. Third party products and services b) Offer not at head office 1. Asset management 2. Placement of securities 3. Third party products and services Total 100 2.3 Composition of item 50 "commission debts" 31/12/2001 a) guarantees received 0 b) derivatives on loans 0 c) Management, brokerage and advisory services: 1. Security dealing 641 2. Door-to-door selling of securities, products and services 3. Asset management 1) own portfolio 0 2) third party portfolio 0 4. Custody and administration of securities 5. Placement of securities 0 6. offer away from head office of securities, products and services 1,677 d) collection and payment services 1,149 e) other services 10,156 Total 13,623 31/12/2000 0 0 773 0 0 0 773 1,203 4,172 6,921 SECTION 3 – PROFIT AND LOSSES ON FINANCIAL TRANSACTIONS 3.1 Composition of item 60 “Profit/Losses on financial transactions” 2001 2000 Item/Transactions A1. Revaluations A2. Write-downs B. Other profits (losses) Totals on securities 59 0 -6,618 -373 8,286 7,336 1,727 6,963 1. 2. 3. 4. -437 2,468 -4,498 4,194 Government securities Other debt securities Capital securities Derivative contracts on securities 2001 2000 2001 on currencies xxx xxx xxx xxx 2,125 3,012 2,125 3,012 0 0 1 1 2000 2001 Other 2000 Totals 0 -0 -262 -262 59 -6,618 10,412 3,853 0 -373 10,087 9,714 154 640 1,592 4,577 SECTION 4 – ADMINISTRATIVE COSTS 4.1 Average number of employees per category a) senior managers b) management officers c) remaining staff Total 31/12/2001 15 236 616 867 31/12/2000 average 2001 6 14 107 216 668 594 781 824 101 Composition of item 80 “administrative costs” a) Payroll costs b) Other administrative costs of which: – Telephone and postage – Property and furniture maintenance – Equipment and machine maintenance – Lease payments on property – Rental payments on electronic machinery – Supervision and escort of securities – Transport and travel – Consultant fees – Printing and stationery – Electricity, heating and water system – Advertising and representation – Legal and court costs – Electronic processing carried out with third parties – Insurance premiums – Credit information and searches – Donations – Site cleaning – Indirect taxes – Other costs – Interbank Deposit Protection Fund Assistance Total 31/12/2001 44,190 35,918 31/12/2000 42,346 30,125 1,473 276 1,747 2,206 1,700 130 1,766 2,925 1,205 733 642 1,269 902 1,115 5,774 727 1,105 470 524 584 806 1,128 2,662 757 7,890 871 370 625 687 4,759 2,634 7,291 930 252 452 616 4,354 1,671 13 2 80,108 72,471 SECTION 5 – WRITE-DOWNS, WRITE-BACKS AND PROVISIONS 5.1 Composition of item 120 “write-downs of loans and provisions for guarantees and commitments” a) write-downs of loans of which: – lump sum write-downs for country risk 0 – other lump sum write-downs 8,263 b) provisions for guarantees and commitments of which: – lump sum provisions for country risk 0 – other lump sum provisions 0 Total 102 31/12/2001 13,831 31/12/2000 10,269 0 4,493 0 0 0 0 13,831 10,269 Distribution of write-downs of loans: non-performing loans to customers: losses write-downs watch-list loans to customers: specific write-downs lump sum write-downs other performing loans: lump sum write-downs Total 31/12/2001 31/12/2000 62 3,440 1,804 3,971 2,066 156 0 492 8,107 13,831 4,002 10,269 Write-downs for 3.440 million Euro are due to the specific write-downs recorded at the end of the period for the purpose of bringing loans back to their presumed realisation value, for 10.329 million Euro for lump sum writedowns distributed between watchlist loans and performing loans, and 0.620 million Euro of effective losses recorded to show requirements of certainty and determinability stipulated by the tax regulations (art. 66 TUIR). Composition of item 90 “write-downs of intangible and tangible fixed assets” 31/12/2001 31/12/2000 Intangible fixed assets: Rental premises restructuring costs amortisation Software amortisation Other multi-year costs 846 212 1,146 415 303 1,383 Tangible fixed assets: Property amortisation Furniture amortisation Total 1,097 2,621 5,922 678 2,513 5,292 Composition of item 100 “provisions for risks and charges” Provisions 31/12/2001 3,615 31/12/2000 1,549 Composition of item 130 “write-backs from loans and provisions for guarantees and commitments” Write-backs are composed of: Reimbursements of loans amortised in previous periods Default interest collections Write-backs from write-downs from previous periods Total 31/12/2001 1,189 35 573 1,797 31/12/2000 936 11 624 1,571 103 Composition of item 140 “provisions to credit risk reserves” Default interest credit risks 31/12/2001 494 31/12/2000 409 Composition of item 150 “write-downs of financial investments” Write-downs of investment securities Permanent write-downs of equity investments in Group companies 31/12/2001 0 31/12/2000 22 38,218 0 The above-mentioned write-down refers to the write-down of the equity investments of “Claris Vita Spa” carried out during the period to take into account the permanent loss incurred by the subsidiary further to the distribution of the profits carried over from previous periods. Composition of item 160 “write-backs from financial investments” Write-backs from investment securities 31/12/2001 279 31/12/2000 0 Composition of item 210 “change in the reserve for general banking risks” Provisions to reserve for general banking risks 31/12/2001 6,714 31/12/2000 5,165 31/12/2001 -9,946 1,133 28 -8,785 31/12/2000 -20,171 2,873 63 -17,236 Composition of item 220 “income tax for the year” 1. 2. 3. 4. Current taxes (-) Change in advance taxes (+/-) Changes in deferred taxes (+/-) Income tax for the year (-1 +/-2 +/-3) 5.702 million Euro of income taxes for the year as shown in the table above refer to corporate income tax and 3.083 million Euro refer to regional tax on production. Changes in advance taxes are given as 1.133 million Euro (of which 0.578 million Euro in corporate income tax and 0.077 million Euro in regional tax on production) for taxes cancelled in the year due to returns, 0.060 million Euro in corporate income tax for changes in rates, and 1.848 million Euro (of which 1.305 million Euro in corporate income tax and 0.543 million Euro in regional tax on production) for advance taxes arising during the period. Changes in deferred taxes are shown as 0.028 million Euro (of which 0.035 million Euro in corporate income tax and 0.005 million Euro in regional tax on production) for taxes cancelled in the year due to returns, and 0.012 million Euro (of which 0.011 million Euro in corporate income tax and 0.001 million Euro in regional tax on production) for deferred taxes arising during the period. The minor provision for current taxes which is noted in comparison between the two periods in the table above, is shown as already reported in the “Composition of item 30 dividends and other revenues”, due to the restricted tax credits present in the extraordinary dividend collected by the company of the group Claris Vita Spa. 104 SECTION 6 – OTHER ITEMS OF THE PROFIT AND LOSS ACCOUNT 6.1 Composition of item 70 “other operating income” Rental income on property Expenses incurred against debtors Taxes and dues reimbursed to third parties Reimbursements of insurance premiums Tax credits for advance revaluation on severance pay Reimbursements of seconded personnel expenses Other income Total 31/12/2001 17 8,741 4,251 4 36 680 326 14,055 31/12/2000 20 7,668 3,828 3 35 537 132 12,223 6.2 Composition of item 110 “other operating expenses” Financial lease payments 31/12/2001 0 31/12/2000 152 31/12/2001 255 785 31/12/2000 1,399 1,535 38 1,202 2,280 20 267 3,221 31/12/2001 803 900 1,703 31/12/2000 712 397 1,109 6.3 Composition of item 180 “extraordinary income” Contingent gains Default interest collections Profits on disposals of: – tangible fixed assets – equity investments Total 6.4 Composition of item 190 “extraordinary expenses” Contingent losses Losses on disposals of tangible fixed assets Total The contingent losses are due to: – exemptions chargeable to the Bank on robberies endured; – interest or commission write-downs from the previous period. Losses on disposals of tangible fixed assets are due to disposals of assets not entirely amortised and no longer economically useable. These also include the “discount” share relating to the Smart campaign on the sale of motorcars to customers. SECTION 7 – OTHER INFORMATION ON THE PROFIT AND LOSS ACCOUNT 7.1 Breakdown of income by area The breakdown of income by area is not such as to require a detailed analysis in this section. 105 PART D - O THER I NFORMATION SECTION 1 – DIRECTORS AND AUDITORS 1.1 Fees a) directors b) auditors 31/12/2001 310 135 31/12/2000 217 138 Fees were paid in accordance with the decisions of the Shareholders’ meeting and the Company By-laws. 1.2 Loans and Guarantees given a) Directors directly: – loans and advances – guaranteed loans indirectly: – loans and advances – guaranteed loans b) Auditors directly: – loans and advances – guaranteed loans indirectly: – loans and advances – guaranteed loans Given Used 39,241 1,276 35,016 129 63,604 6,521 28,442 3,113 28 1,575 1 1,495 235 0 127 0 The credit lines were awarded in accordance with Art. 136 of Leg. Decree, 1 September 1993, no. 385. SECTION 2 – PARENT COMPANY 2.1 Name VENETO BANCA soc.coop. per azioni a r.l. 2.2 Office Piazza G.B. Dall’Armi, 1 - Montebelluna (TV) Drawing up of the consolidated report and accounts According to Art. 24 of L. Decree 87/92 and in consideration of the importance of the controlled equity investments, the Bank likewise prepared, to be integrated into the report and accounts, the consolidated report and accounts on the same date, which is presented in a separate file and which shows a profit and a Group portion of shareholders’ equity respectively of 41,849 thousand Euro and 378,586 thousand Euro. The balance sheet and operating results of the consolidated report and accounts are the same as those produced in the report and accounts, where the equity investments contained in the scope of consolidation are valued using the equity method. Montebelluna, 19 March 2002 pp. The Board of Directors Chairman Dr. Flavio Trinca 106 A NNEXES TO THE S UPPLEMENTARY N OTES A) Changes in shareholder’s equity for the years ending 31 December 2000 and 2001. B) Statement of the assets that still form the shareholder’s equity under the terms of Article 10 of Law 72/83, which have been revalued according to specific laws. C) List of equity investments. D) Cash flow statement. E) List of bonds convertible into shares (Art. 2, paragraph b, D.P.R. President of the Republic’s Decree 137/75). F) Accounts of the subsidiaries (Art. 2429, paragraph 3, Civil Code). G) Accounts of the associated companies (Art. 2429, paragraph 3, Civil Code). 107 A NNEXE A: C HANGES IN SHAREHOLDERS ’ EQUITY AND SUBORDINATED DEBT FOR THE PERIODS ENDING 31 D ECEMBER 2000 AND 31 D ECEMBER 2001 (IN THOUSAND EURO) Balances as at 31 December 1999 Distribution of result for year 1999 as per resolution of the Meeting of 29/4/2000: * to the statutory reserve * dividend to Shareholders * to the extraordinary reserve * to the Board of Directors convertible bond loan issue prescribed dividends net increase in new share subscriptions Incorporation by merger of Banca di Credito Cooperativo del Piave e del Livenza: * stock issue * merger surplus * statutory reserve * share premium reserve * general banking risk fund provisions to reserve for general banking risks net income for year 2000 Balances as at 31 December 2000 Distribution of result for year 2000 as per resolution of the Meeting of 21/4/2001: * to the statutory reserve * dividend to Shareholders * to the extraordinary reserve * to the special reserve * to the Board of Directors convertible bond loan issue prescribed dividends * merger surplus net increase in new share subscriptions provisions to reserve for general banking risks net income for year 2001 Balances as at 31 December 2001 108 Share Capital Statutory reserve Extraordinary reserve Taxed reserve Law no. 823 of 19/12/73 Revaluation reserve Company share purchase reserve Taxed reserve and other reserves Reserve for general banking risks 49,607 126,561 34,039 100 5,554 4,132 3 1,033 Special reserve ex art. 7 Law no. 218 of 30/7/90 1,796 Special reserve ex Leg. Dec. 153/999 Subordinated debt 1,812 Net income for the year Total 18,118 240,942 -1,812 -12,898 -3,001 -407 3,001 108,456 26 1 223 3,184 169 27 84 235 5,165 52,817 128,708 37,040 100 5,554 4,132 172 6,432 1,796 108,456 2,850 28,510 28,510 -2,851 -14,789 -9,400 -829 -641 9,399 829 46,500 20,248 1 169 56,427 188,155 -407 108,456 1 249 3,184 169 27 84 235 5,165 28,510 373,715 -14,789 -641 46,500 1 -169 6,714 73,065 -12,898 46,439 100 5,554 4,132 3 13,146 1,796 829 154,956 34,108 34,108 76,675 6,714 34,108 522,283 109 A NNEXE B: S TATEMENT OF THE ASSETS THAT STILL FORM THE SHAREHOLDER ’ S EQUITY UNDER THE TERMS OF ARTICLE 10 OF L AW 72/83, WHICH HAVE BEEN REVALUED ACCORDING TO SPECIFIC L AWS Real Estate Montebelluna Alano Albaredo Altivole Asolo Bibano di Godega S.Urbano Caerano S. Marco Cassola Cavaso del Tomba Cimadolmo Crespano del Grappa Crocetta del Montello Farra di Soligo Fonte Francenigo Gorgo al Monticano Mansuè Maser Milan Mogliano Veneto Nervesa Padua Pederobba Ponzano Veneto S. Lucia di Piave Silea Susegana Torri di Quartesolo Trevignano Treviso Vicenza Villorba Volpago Zero Branco Total 110 Histyorical cost * Piazza G.B. Dall’Armi, 1 * Viale Vittoria, 1 * Vicolo Balestrieri, 2 * Via Feltrina Centro, 145 * Via Don Pietro Codemo, 8 * Piazza XXIV Maggio, 12 * Via Laguna, 28B * Via Dante, 29 * Via G. Marconi, 8/A * Via Kennedy, 1 * Viale Venezia, 47 * Via Marconi * Via Mazzini, 8 * Piazza S. Marco, 15 * Via Erizzo, 4 * Via S. Gallo, 7 * Via Roma, 7 * Via Dei Fracassi, 67 * Via Postumia centro * Piazza S. Tiziano, 18 * Piazza Roma, 8 * Via della Posta 8/10 * Via Ronzinella, 172 * Piazzale Berti, 4 * Via Lisbona, 6 * Via Roma, 123 * Via Barbaro, 5 * Via F. Crispi, 5 * Via Don Minzoni, 6/B * Via 1° Maggio, 3 * Via Roma, 12 * Via Puccini, 2 * Via N. Bixio, 1 * Viale Crispi, 95/97 * Via Roma, 121 * Via Schiavonesca Nuova, 101 * Via Noalese, 21/I 4,555,884 110,737 39,703 334,835 102,878 212,870 192,743 17,495 298,148 646,652 1,624,051 464,210 490,976 159,865 539,726 220,153 182,134 339,175 342,673 1,626,161 50,622 4,475,615 520,220 2,796,943 1,466,207 71,723 701,433 548,774 450,335 1,325,089 124,346 54,909 6,027,384 1,953,733 315,214 77,858 406,734 33,868,208 Monetary revaluation Laws Law 2/12/75 No. 576 110,312 39,315 Law 19/3/83 No. 72 930,507 625,214 57,649 46,405 185,177 Law 30/12/91 No. 413 1,124,481 274,868 38,586 Other causes Law 19/12/73 No. 823 Total Description fund Book value as at 31/12/2001 99,583 6,820,767 1,010,819 135,938 334,835 102,878 212,870 253,916 333,213 298,148 779,322 1,624,051 464,210 596,255 348,439 675,120 220,153 182,134 339,175 342,673 1,626,161 158,861 4,475,615 520,220 2,796,943 1,466,207 230,578 764,314 679,206 450,335 1,423,222 124,346 212,869 6,027,384 1,953,733 450,241 291,208 406,734 39,133,093 3,114,452 183,924 3,706,315 826,895 135,938 229,362 79,730 150,517 164,205 206,040 219,921 431,521 1,209,918 331,910 314,274 248,840 384,514 150,805 173,938 249,606 265,572 1,115,921 67,812 3,233,632 379,808 2,436,454 1,059,334 176,840 461,369 464,670 329,630 878,959 111,290 103,796 3,586,294 1,572,755 299,053 193,445 298,272 26,249,155 14,768 91,226 132,670 22,292 20,438 21,691 111,044 114,956 105,279 55,238 64,651 43,588 102,865 34,299 62,881 45,326 85,106 98,133 103,177 54,783 27,631 82,074 117,836 52,953 67,883 241,679 2,626,661 2,296,962 99,583 105,473 23,148 62,353 89,711 127,173 78,227 347,801 414,133 132,300 281,981 99,599 290,606 69,348 8,196 89,569 77,101 510,240 91,049 1,241,983 140,412 360,489 406,873 53,738 302,945 214,536 120,705 544,263 13,056 109,073 2,441,090 380,978 151,188 97,763 108,462 12,883,938 111 A NNEXE C: L IST OF E QUITY I NVESTMENTS Description Subsidiary companies: Claris Assicurazioni srl - Montebelluna Claris Factor spa - Montebelluna Claris Broker spa - Montebelluna Claris Vita spa - Milan Claris Leasing spa - Treviso Banca Italo-Romena spa - Treviso Banca di Bergamo spa - Bergamo Veneto Ireland Financial Services Ltd. - Dublin (Ireland) Others: Alpifin spa - Pordenone Arca SGR spa - Milan Arca Vita spa - Verona Ass.i CRA srl - Padua Atene srl - Vicenza Banca Centrale per il Leasing - Italease spa - Milan Banca Piccolo Credito Valtellinese scarl - Sondrio Banca Popolare del Trentino scrl - Trento Banca Popolare di Milano scrl - Milan Banca Popolare di Vicenza scarl - Vicenza Banca Popolare Etica s.c.a.r.l. - Padua Centrobanca spa - Milan Centrosim spa - Milan Ce.S.Ve spa - Padua Consorzio Triveneto spa - Padua Cooperativa “L, Luzzati” fra le Banche Popolari - Rome Elsag SuperNet spa - Genoa Euros spa Cefor & Istinform Consulting - Rome Factorit spa - Milan Iccrea Holding spa - Rome Ifil spa - Turin Ipi spa - Turin Istituto Centrale Banche Popolari Italiane spa - Rome Istituto per l’enciclopedia della banca e della borsa spa - Rome Italcementi spa - Bergamo Italmobiliare spa - Milan L’Udova Banka Bratislava A.S. - Bratislava (Slovak Republic) Magyarorszagi Volksbank RT - Budapest (Hungary) Mediocredito Trentino Alto Adige spa - Trento Nuova Finanziaria Mediterranea spa - Bari Rinascente spa - Rozzano (MI) S.W.I.F.T. S.c. - Brussels SEC Servizi scpa - Padua Servizi Interbancari spa - Rome Servizi Internazionali e Strutture Integrate 2000 srl - Milan Società Interbancaria per l’Automazione SIA spa - Milan Società per i Servizi Bancari - SSB spa - Milan T.I.M. spa - Turin Treviso Glocal s.c.a.r.l. - Treviso Unione Fiduciaria spa - Milan Veneto Sviluppo spa - Venice Volksbank CZ A.S. - Brno (Czech Republic) Volksbank d.d. - Zagreb (Croatia) Volksbank Ljudska Banka D.D. - Ljubljana (Slovenia) Total (*) (*) (*) Number of share or quotas Face value in Euro Book value % interest 1 8,000 30,000 75,000,000 20,000 6,000 120,000,000 1,000 52,000.00 4,000,000.00 150,000.00 39,000,000.00 20,000,000.00 30,000,000.00 26,000,000.00 1,000,000.00 51,645.69 4,155,122.51 568,107.76 73,051,500.00 9,500,000.00 16,732,106.97 20,737,497.48 127,000,000.00 100.000 100.000 100.000 100.000 100.000 92.308 60.000 100.000 77,469 550,000 39,188 46,864 20,000 380,900 499,000 1,918 2,000,000 1,840 100 337,865 2,500 4,097 104,000 10 122 184,519 233,395 9,818 410,000 340,750 41,507 500 100,000 127,100 3,000 49 96,000 137,486,537 303,000 10 2,614,653 45,000 25,000 2,775 28,125 479,000 10,400 4,320 7,670 3,250 1,755 1,627 77,469.00 550,000.00 202,210.08 24,369.28 10,400.00 1,965,444.00 1,497,000.00 9,896.88 6,000,000.00 5,520.00 5,165.00 337,865.00 150,000.00 211,610.05 104,000.00 5,165.00 63,006.90 95,949.88 233,395.00 507,099.70 1,512,900.00 1,236,922.00 124,521.00 1,435.00 459,000.00 2,727,566.00 (**) (**) 49,920.00 70,118,133.87 1,021,110.00 (**) 1,359,619.56 27,000.00 25,000.00 1,443.00 3,656.25 1,954,320.00 10,400.00 23,760.00 19,788.60 (**) (**) (**) 77,469.00 360,345.70 563,295.73 24,290.51 29,696,271.70 2,193,890.98 4,942,666.99 7,746.85 15,242,522.79 47,514.03 5,164.57 1,181,485.43 138,668.66 213,826.07 103,291.38 11,554.69 107,398.16 108,107.86 272,827.09 511,913.38 1,800,374.02 1,271,947.08 856,163.68 2,582.28 367,823.82 2,252,020.01 684,364.91 538,587.72 114,033.68 71,012,823.66 1,087,012.97 4,589.26 1,619,163.13 18,149.40 86,974.83 1,591.20 4,498.27 1,971,846.69 3,120.00 39,761.50 40,417.40 675,806.87 357,114.31 500,258.37 392,917,257.20 5.936 1.100 0.529 2.343 33.333 1.013 0.934 0.037 0.520 0.004 0.045 0.101 1.250 1.879 7.143 3.984 3.486 0.937 0.622 0.159 0.205 0.835 0.376 0.154 0.612 0.778 2.293 2.450 0.102 25.000 0.583 0.011 14.903 0.100 33.333 0.008 0.034 0.031 10.000 0.400 0.110 2.500 2.500 2.000 (*) capital increases partially paid in (**) values expressed in foreign currency 112 113 A NNEXE D: C ASH F LOW S TATEMENT FUNDS GENERATED AND COLLECTED (in thousands Euro) 31/12/2001 FUNDS GENERATED FROM INCOME OPERATIONS Net profit for the period Amortisation of intangible fixed assets Amortisation of tangible fixed assets Provisions for employee severance pay Provisions for risks and charges reserve: – Taxation reserves – Other reserves – Reserve for general banking risks – Credit risk reserves INCREASES OF FUNDS COLLECTED Due to banks Securities in issue Due to customers Subordinated debt Third party reserves Other liabilities Other shareholders’ equity increases Accrued liabilities and deferred income DECREASES OF FUNDS INVESTED Loans to banks Treasury notes and similar securities eligible for refinancing Shares, interests and other equity securities Total funds generated and collected 114 FUNDS USED AND INVESTED (in thousands Euro) 31/12/2000 34,108 2,205 3,717 1,630 28,510 2,100 3,191 2,193 10,545 5,431 6,714 495 20,816 3,448 5,165 408 USE OF FUNDS GENERATED FROM INCOME OPERATIONS Allocation of income for the year 2000 – dividends to shareholders – to the Board of Directors Payment of employee severance pay Use of reserves for risks and charges – taxation reserve Use of credit risk reserves Other reserves DECREASE OF FUNDS COLLECTED Other liabilities 419,666 109,894 146,801 46,500 138 45,015 50,758 826 111,678 187,663 157,983 105,874 420 0 250 1,101 102,302 0 0 0 986,745 62,299 6,430 699,532 INCREASE OF FUNDS INVESTED Shares, interests and other equity securities Treasury notes and similar securities eligible for refinancing Other assets Bonds and other debt securities Loans to banks Cash and deposits with central banks and post offices Loans to customers Tangible fixed assets Intangible fixed assets Other equity investments Accrued income and prepaid expenses Total funds used and invested 31/12/2001 31/12/2000 15,082 641 1,228 12,898 407 2,569 20,660 892 2,023 16,206 2,078 3,706 0 1,622 5,211 0 21,539 1,551 224,139 0 4,435 509,737 3,768 6,102 163,269 6,468 986,745 0 12,344 70,990 70,118 830 451,260 7,257 2,177 42,362 2,707 699,532 115 A NNEXE E: L IST OF B ONDS C ONVERTIBLE P RESIDENTIAL D ECREE 137/75 INTO SHARES A RT. 2, PARAGRAPH B, Strating balance Medio TAA 97/02 4,5 subord. Cv ICCREA Holding 97/02 subord. Cv ICCREA Holding 98/03 subord. Cv Banca Popolare Intra 01/06 3% subord. Cv Banca Popolare di Milano 98/08 subord. Cv Veneto Ireland 01/07 2% subord. Cv Total 116 Face values 57,016.84 40,283.64 56,552.03 0.00 0.00 0.00 153,852.51 Book values 56,788.20 39,011.48 54,694.30 0.00 0.00 0.00 150,493.98 Changes Face values 300,000.00 552,382.93 127,000,000.00 127,852,382.93 Book values 300,000.00 523,809.80 127,000,000.00 127,823,809.80 Closing balances Valuations 228.64 1,244.76 1,857.73 0.00 -17,064.75 0.00 -13,733.62 Face values 57,016.84 40,283.64 56,552.03 300,000.00 552,382.93 127,000,000.00 128,006,235.44 Book values 57,016.84 40,256.24 56,552.03 300,000.00 506,745.05 127,000,000.00 127,960,570.16 117 A NNEXE F: A CCOUNTS OF THE S UBSIDIARIES 60% BANCA DI BERGAMO S.P.A. Registered Office: Viale Vittorio Emanuele II, 12 - 24121 BERGAMO Authorised Capital € 26,000.000,00 fully paid-up Entered in the Bergamo Companies Register under no. 02348370160 Registration in the Bergamo R.E.A. under no. 290585 Tax Code and VAT Reg. no. 02348370160 ACCOUNTS AS AT 31 DECEMBER 2001 (Amounts expressed in Euro) BALANCE SHEET ASSETS 31/12/2001 10 Cash and deposits with central banks and post offices 1,589,244 20 Treasury notes and similar securities eligible for refinancing with central banks 1,798,778 30 Loans to banks: 7,214,734 (a) on demand 4,521,244 (b) other loans 2,693,490 40 Loans to customers 100,008,780 of which: – loans on deposits received in administration 0 50 Bonds and other debt securities: 3,817,283 (a) of public issuers 3,239,253 (b) of banks of which: own securities 0 (c) of financial companies 0 (d) of other issuers 578,030 70 Equity investments 26,000 90 Intangible fixed assets of which: 2,078,467 – start-up costs 1,685 – goodwill 0 100 Tangible fixed assets 1,121,853 130 Other assets 1,160,230 140 Accrued income and pre-paid expenses: 260,532 (a) accrued income 215,324 (b) pre-paid expenses 45,208 of which: – issue discount on securities 0 Total assets 119,075,901 118 31/12/2000 396,670 614,427 56,043,265 29,933,487 26,109,778 66,378,533 0 897,717 897,717 0 0 0 0 2,654,689 16,409 0 1,244,816 4,644,600 380,284 181,897 198,387 0 133,255,001 LIABILITIES 31/12/2001 10 Due to banks: 35,117,910 (a) on demand 9,169,557 (b) term or with notice 25,948,353 20 Due to customers: 46,203,056 (a) on demand 41,951,735 (b) term or with notice 4,251,321 30 Securities in issue: 1,048,996 a) bonds 0 b) certificates of deposit 1,048,996 c) other securities 0 50 Other liabilities 9,959,731 60 Accrued liabilities and eferred income: 89,311 (a) accrued liabilities 85,873 (b) deferred income 3,438 70 Employee severance pay 171,419 80 Reserves for risks and charges: 331,884 (a) reserves for retirement and similar obligations 0 (b) taxation reserves 183,082 (c) other reserves 148,802 90 Credit risk reserves 59,978 120 Capital 26,000,000 130 Issue premiums 0 140 Reserves: 0 a) legal reserve 0 b) reserve for own shares or quotas 0 c) statutory reserves 0 d) other reserves 0 160 Retained losses 0 170 Profit for the period 93,616 Total liabilities 119,075,901 31/12/2000 4,161,031 2,135,251 2,025,780 24,086,472 23,662,215 424,257 807,272 0 807,272 0 2,549,487 43,734 34,889 8,845 175,910 376,064 0 167,848 208,216 0 102,000,000 129,114 1,731,006 1,335,342 0 120,933 274,731 - 2,916,223 111,134 133,255,001 119 GUARANTEES AND COMMITMENTS 10 Guarantees given of which: – acceptances 0 – other guarantees 4,515,588 20 Commitments of which: – for sales with repurchase obligation 0 120 31/12/2001 4,515,588 31/12/2000 1,793,537 0 1,793,537 2,175,970 3,026,949 0 PROFIT AND LOSS ACCOUNT 10 Interest income and similar revenues of which: – on loans to customers 5,433,824 – on debt securities 165,918 20 Interest expense and similar charges of which: – Due to customers 785,874 – Securities in issue 33,037 40 Commission income 50 Commission expense 60 Trading profits 70 Other operating income 80 Administrative costs: (a) payroll costs of which: 2,536,857 – wages and salaries 1,787,977 – social security charges 525,082 – employee severance pay 116,991 – reserve for retirement and similar charges 29,777 (b) other administrative costs 2,919,302 90 Write-downs of intangible and tangible fixed assets 100 Provisions for risks and charges 110 Other operating expenses 120 Write-downs of loans and provisions for guarantees and commitments 130 Write-backs from loans and provisions for guarantees and commitments 140 Provisions to credit risk reserves 170 Profit before extraordinary items and tax 180 Extraordinary income 190 Extraordinary expense 200 Extraordinary profit 220 Income tax for the year 230 Profit for the period 31/12/2001 31/12/2000 7,776,719 6,479,032 3,716,202 216,961 1,026,393 508,754 367,922 33,405 918,858 172,830 -54,182 190,947 5,456,159 1,074,557 125,018 -257,780 190,931 5,107,385 2,585,584 1,873,534 547,768 125,235 37,785 2,521,801 1,140,579 111,038 0 778,549 31,832 1,376 771,608 716,606 113,243 59,978 27,466 0 207,000 22,073 10,717 11,356 124,740 93,616 244,686 30,543 1,246 29,297 162,849 111,134 121 92.308% BANCA ITALO-ROMENA S.P.A. Registered office: Viale Nino Bixio, 1 - 31100 TREVISO Share capital € 32,500.000,00, € 25,000.000,00 paid-up Entered in the Treviso Companies Register under no. 97002540587 Registration in the Treviso R.E.A. under no. 289098 VAT Reg. no. 03673600262 Tax Code 97002540587 ACCOUNTS AS AT 31 DECEMBER 2001 (Amounts expressed in Euro) BALANCE SHEET ASSETS 10 Cash and deposits with central banks and post offices 30 Loans to banks: (a) on demand 12,773,808 (b) other loans 10,935,023 40 Loans to customers of which:. – loans on deposits received in administration 0 50 Bonds and other debt securities: (a) of public issuers 1,540,856 (b) of banks 67,249 of which: own securities 0 (c) of financial companies 0 (d) of other issuers 0 70 Equity investments 90 Intangible fixed assets of which: – start-up costs 0 – goodwill 0 100 Tangible fixed assets 110 Subscribed capital not paid up 130 Other assets 140 Accrued income and pre-paid expenses: (a) accrued income 124,536 (b) pre-paid expenses 65,113 of which: – issue discount on securities 0 Total assets 122 31/12/2001 31/12/2000 400,705 23,708,831 302,380 9,654,164 4,575,269 5,078,895 40,722,896 18,783,457 0 1,608,105 1,335,525 1,185,368 150,157 0 0 0 27,363 469,637 1,363 330,958 0 0 1,149,198 14,460,793 998,359 125,444 0 953,626 189,649 155,954 108,303 47,651 0 83,735,536 31,642,871 LIABILITIES 10 Due to banks: (a) on demand 3,053,375 (b) term or with notice 12,460,356 20 Due to customers: (a) on demand 18,990,313 (b) term or with notice 13,559,952 50 Other liabilities 60 Accrued liabilities and deferred income: (a) accrued liabilities 87,389 (b) deferred income 478,370 70 Employee severance pay 80 Reserves for risks and charges: (a) reserves for retirement and similar obligations 0 (b) taxation reserves 379,784 (c) other reserves 229,431 100 Reserve for general banking risks 120 Capital 140 Reserves (a) legal reserve (b) reserve for own shares or quotas (c) statutory reserves (d) other reserves 160 Retained losses 170 Profit for the period Total liabilities 31/12/2001 15,513,731 31/12/2000 5,298,176 766,485 4,531,691 32,550,265 12,750,121 6,702,139 6,047,982 2,247,843 738,819 565,759 564,176 53,132 511,044 412,467 609,215 743,519 947,466 0 373,166 574,300 542,280 32,500,000 413,166 12,911,422 1,069,698 0 0 0 2,723,994 448,272 83,735,536 0 0 0 0 3,100,312 376,318 31,642,871 123 GUARANTEES AND COMMITMENTS 10 Guarantees given of which: – acceptances 0 – other guarantees 6,379,438 20 Commitments of which: – for sales with repurchase obligation 0 124 31/12/2001 6,379,438 31/12/2000 2,415,378 209,809 2,205,569 9,229,750 2,476,290 0 PROFIT AND LOSS ACCOUNT 10 Interest income and similar revenues of which: – on loans to customers – on debt securities 20 Interest expense and similar charges of which: – Due to customers 40 Commission income 50 Commission expense 60 Trading profits 70 Other operating income 80 Administrative costs: (a) payroll costs of which: – wages and salaries – social security charges – employee severance pay (b) other administrative costs 90 Write-downs of intangible and tangible fixed assets 100 Provisions for risks and charges 110 Other operating expenses 120 Write-downs of loans and provisions for guarantees and commitments 130 Write-backs from loans and provisions for guarantees and commitments 170 Profit before extraordinary items and tax 180 Extraordinary income 190 Extraordinary expense 200 Extraordinary profit 211 Changes in the reserve for general banking risks 220 Income tax for the year 230 Profit for the period 31/12/2001 31/12/2000 4,602,562 4,712,961 2,395,337 599,132 1,603,479 840,837 1,575,978 914,198 2,320,077 647,792 1,260,057 213,375 580,422 43,363 4,467,959 627,815 138,691 624,445 13,936 3,695,066 2,170,027 2,082,971 1,669,227 408,900 1,446,648 471,243 78,271 99,287 2,297,932 1,612,095 233,514 227,241 1,670 208,570 506,128 0 243,335 107,457 2,202,773 1,203,009 1,726,105 75,727 189,139 -113,412 206,177 494,394 15,046 479,348 -129,114 1,035,307 448,272 0 309,207 376,318 125 100% CLARIS ASSICURAZIONI S.R.L. Registered office: Piazza G.B. Dall’Armi, 1 - 31044 MONTEBELLUNA Share capital € 52,000.00 fully paid-up Entered in the Treviso Companies Register under no. 03360990265 Registration in the Treviso R.E.A. under no. 266387 Tax Code and VAT Reg. no. 03360990265 ACCOUNTS AS AT 31 DECEMBER 2001 (Amounts expressed in Euro) BALANCE SHEET ASSETS A) Shareholder receivables for contributions due B) Fixed assets: I Intangible fixed assets: 1) intangible fixed assets 2) - amortisation I Total intangible fixed assets II Tangible fixed assets: 1) tangible fixed assets 2) - amortisation II Total tangible fixed assets III Financial investments B) Total fixed assets C) Floating assets: I Balance II - Loans: 1) within 12 months 2) over 12 months II Total loans (floating assets) III Financial assets (trading) IV Available funds C) Total floating assets D) Accrued income and pre-paid expenses TOTAL ASSETS 126 31/12/2001 0 31/12/2000 0 146,460 -41,666 104,794 84,248 -19,220 65,028 211,422 -52,044 159,378 0 264,172 187,435 -36,847 150,588 0 215,616 0 0 195,693 300 195,993 0 1,614,670 1,810,663 500 2,075,335 307,804 248 308,052 0 2,194,096 2,502,148 240 2,718,004 LIABILITIES A) Shareholders’ equity: I - Capital II - Share premium reserve III - Revaluation reserve IV - Legal reserve V - Own shares in portfolio reserve VI - Statutory reserves VII - Other reserves VIII - Retained earnings (losses) IX - Profit (loss) for the period A) Total shareholders’ equity B) Reserves for risks and charges C) Employee severance pay D) Deposits: 1) due within 12 months D) Total deposits E) Accrued liabilities and deferred income TOTAL LIABILITIES 31/12/2001 31/12/2000 52,000 51,646 4,111 2,070 (4) 4,914 61,025 5,529 8,804 45,520 99,232 0 8,345 1,994,346 1,994,346 5,631 2,075,335 2,607,422 2,607,422 3,005 2,718,004 127 GUARANTEES AND COMMITMENTS A) Third party assets held in the company B) Commitments C) Guarantees D) Risks TOTAL MEMORANDUM ACCOUNTS 128 31/12/2001 0 0 0 0 0 31/12/2000 0 0 0 0 0 PROFIT AND LOSS ACCOUNT A) Production value 1) revenues from sales and services 5) other revenues and income A) Total production value B) Production costs 7) for services 8) for hire purchase and leasing 9) for staff a) wages and salaries b) social security charges c) employee severance pay e) other costs 9) Total for staff 10) amortisations and write-downs: a) am. intangible fixed assets b) am. tangible fixed assets 10) Total amortisations and write-downs 14) miscellaneous operating expenses B) Total production costs Difference between values and production costs (A - B) C) Financial income and expenses: 16) other financial income d) income different from previous d4) from others 16) Total other financial income 17) interest and other financial expenses d) from others 17) Total interest and other financial expenses C) Total financial income and expenses D) Total write-downs of financial assets E) Extraordinary income and expense: 20) Income b) other extraordinary income 20) Total income 21) Expenses c) other extraordinary expenses 21) Total expenses E) Total extraordinary items Total pre-tax income (A-B+C+D+E) 22) Income tax for the year 23) Profit for the period 31/12/2001 31/12/2000 1,533,945 273 1,534,218 1,459,296 1,459,296 1,214,320 30,987 1,138,968 30,056 136,359 54,049 8,635 1,139 200,182 100,071 33,629 7,749 2,087 143,536 22,447 15,440 37,887 16,874 1,500,250 33,968 16,849 30,284 47,133 14,348 1,374,041 85,255 25,218 25,218 14,805 14,805 2,181 2,181 23,037 0 1,023 1,023 13,782 0 574 574 288 288 16,831 16,831 (16,257) 40,748 35,834 4,914 116 116 172 99,209 53,689 45,520 129 100% CLARIS BROKER S.P.A. Registered office: Via Serena, 63 - 31044 MONTEBELLUNA (TV) Share capital € 150,000,00 fully paid-up Entered in the Treviso Companies Register under no. 03203820265 Registration in the Treviso R.E.A. under no. 227566 Tax Code and VAT Reg. no. 03203820265 ACCOUNTS AS AT 31 DECEMBER 2001 (Amounts expressed in Euro) BALANCE SHEET ASSETS A) Shareholder receivables for contributions due B) Fixed assets: I Intangible: 1) intangible fixed assets 2) - amortisation I Total intangible fixed assets II Tangible: 1) tangible fixed assets 2) - amortisation II Total tangible fixed assets III Financial B) Total fixed assets C) Floating assets: I Balance II - Loans: 1) within 12 months 2) over 12 months II Total loans III Financial assets not classified as fixed assets IV Available funds C) Total floating assets D) Accrued income and pre-paid expenses Total assets 130 31/12/2001 0 31/12/2000 0 17,708 -17,708 0 17,708 -17,212 496 87,408 -47,979 39,429 0 39,429 68,751 -35,574 33,177 0 33,673 0 0 2,070,099 440,901 2,070,099 67,139 100,200 2,237,438 164,489 2,441,356 440,901 67,139 848,505 1,356,545 5,301 1,395,519 LIABILITIES A) Shareholders’ equity: I - Capital II - Share premium reserve III - Revaluation reserve IV - Legal reserve V - Own shares in portfolio reserve VI - Statutory reserves VII - Other reserves VIII - Retained earnings (losses) IX - Profit for the period A) Total shareholders’ equity B) Reserves for risks and charges C) Employee severance pay D) Deposits: 1) within 12 months 2) over 12 months D) Total deposits E) Accrued liability and deferred income Total liabilities 31/12/2001 31/12/2000 150,000 0 0 11,202 0 0 20,832 0 5,487 187,521 0 36,212 154,937 0 0 6,251 0 0 20,576 0 277 182,041 0 29,332 2,217,319 1,184,146 0 1,184,146 0 1,395,519 2,217,319 304 2,441,356 131 GUARANTEES AND COMMITMENTS 1) Improper system of third party assets with us 2) Improper system of commitments 3) Improper system of risks 4) Reconciliation between civil and tax regulations Total memorandum accounts 132 31/12/2001 5,165 0 0 0 5,165 31/12/2000 5,165 0 0 0 5,165 PROFIT AND LOSS ACCOUNT A) Production value 1) revenues from sales and services 2) changes in the balance of products being processed, semi-finished and finished products 3) changes in work in progress on order 4) increases of fixed assets for internal work 5) other revenues and income A) Total production value B) Production costs 7) for services 8) for hire purchase and leasing 9) for staff a) wages and salaries b) social security charges c) employee severance pay 9) Total for staff 10) amortisations and write-downs: a) am. intangible fixed assets b) am. tangible fixed assets d) write-downs of loans included in floating assets and available funds 10) Total amortisations and write-downs 14) Miscellaneous operating expenses B) Total production costs Differences between values and production costs (A - B) C) Financial income and expenses: d) income different from previous d4) from others 16) Total other financial income 17) Interest and other financial expenses d) from others 17) Total interest and other financial expenses C) Total financial income and expenses D) Total write-downs of financial assets E) Extraordinary income and expense: 20) Income b) miscellaneous 20) Total income 21) Expenses a) transfer of losses c) miscellaneous 21) Total expenses E) Total extraordinary items Total pre-tax income (A-B+C+D+E) 22) Income tax for the year a) current taxes b) deferred (advance) taxes 22) Total income tax for the year 23) Profit for the period 31/12/2001 31/12/2000 530,581 336,724 0 0 0 5,887 536,468 0 0 0 0 336,724 323,348 19,100 163,766 18,642 103,614 30,936 6,776 141,326 91,239 29,137 4,038 124,414 497 13,283 3,310 11,158 0 13,780 8,578 506,132 30,336 2,067 16,535 8,977 332,334 4,390 3,430 3,430 2,512 2,512 1,003 1,003 2,427 0 218 218 2,294 0 0 0 12,434 12,434 149 231 380 380 32,383 0 465 465 11,969 18,653 26,896 0 26,896 5,487 18,376 0 18,376 277 133 100% CLARIS FACTOR S.P.A. Registered office: Viale della Vittoria, 1 - 31044 MONTEBELLUNA Share capital € 4,000.000,00 fully paid-up Entered in the Treviso Companies Register under no. 02128270242 Registration in the Treviso R.E.A. under no. 217362 VAT Reg. no. 03079500264 Tax Code 02128270242 ACCOUNTS AS AT 31 DECEMBER 2001 (Amounts expressed in Euro) BALANCE SHEET ASSETS 10 Cash and deposits 20 Loans to credit institutions (a) on demand 2,196,314 (b) other loans 1,029,340 of which: – for factoring operations 1,029,340 30 Loans to financial companies (b) other loans 833,407 of which: – for factoring operations 833,407 40 Loans to customers of which: – for factoring operations 51,464,181 90 Intangible fixed assets of which: – start-up costs 3,179 100 Tangible fixed assets 130 Other assets 140 Accrued income and pre-paid expenses (a) accrued income 20,663 (b) pre-paid expenses 143,458 Total assets 134 31/12/2001 672 3,225,654 31/12/2000 1,598 813,115 813,115 0 0 833,407 943,483 943,483 943,483 65,525,409 55,851,502 38,896,678 4,483 7,946 2,582 11,402 558,038 12,021 606,572 164,121 221,361 0 221,361 70,323,186 58,457,598 LIABILITIES 10 Due to credit institutions (a) on demand 55,000,000 20 Due to financial companies (b) term or with notice 0 of which: – for factoring operations 0 30 Due to customers (b) term or with notice 8,572,559 of which: – for factoring operations 8,572,559 40 Securities in issue (b) other securities 0 50 Other liabilities 60 Accrued liabilities and deferred income (a) accrued liabilities 234,499 (b) deferred income 74,331 70 Employee severance pay 107,599 80 Reserves for risks and charges (b) taxation reserves 485,041 90 Credit risk reserves 120 Capital 130 Issue premiums 140 Reserves (a) legal reserve 250,430 (d) other reserves 148,278 170 Profit (loss) for the period Total liabilities 31/12/2001 55,000,000 31/12/2000 29,211,102 751,878 70,323,186 541,068 58,457,598 GUARANTEES AND COMMITMENTS 20) Commitments 31/12/2001 255,269 31/12/2000 354,254 29,211,102 0 86,539 86,539 86,539 8,572,559 5,361,686 5,361,686 5,361,686 0 15,493,707 15,493,707 157,582 205,931 308,830 1,999,016 168,681 1,830,335 127,290 485,041 401,339 401,339 508,710 4,000,000 32,279 398,708 626,127 4,131,655 32,279 239,859 91,581 148,278 135 PROFIT AND LOSS ACCOUNT COSTS 10 Interest expense and similar charges 20 Commission expense 40 Administrative costs: (a) payroll costs of which: – wages and salaries – social security charges – employee severance pay (b) other administrative costs 50 Write-downs of intangible and tangible fixed assets 80 Provisions to credit risk reserves 90 Loans and provisions for guarantees and commitments 110 Extraordinary expenses 130 Income tax for the year 140 Profit for the period Total costs 136 31/12/2001 31/12/2000 2,125,494 229,201 1,141,919 1,636,317 219,381 1,028,414 464,761 413,216 326,561 113,417 24,783 677,158 290,001 99,326 23,889 615,198 16,865 106,992 20,259 146,307 292,892 3,000 527,134 751,878 5,195,375 273,584 3,143 451,719 541,068 4,320,192 REVENUE 10 Interest income and similar revenues of which: – for factoring operations 30 Commission income 40 Trading profits 50 Write-backs from loans 70 Other operating income 80 Extraordinary income Total revenue 31/12/2001 31/12/2000 4,319,433 3,570,153 2,563,743 2,102,356 835,684 0 27,487 5,630 7,141 5,195,375 675,471 20 50,391 12,862 11,295 4,320,192 137 100% CLARIS LEASING S.P.A. Registered office: Via dei Da Prata, 14 - 31100 TREVISO Share capital € 20,000.000,00, € 9,500.000,00 paid up Entered in the Treviso Companies Register under no. 03598000267 Registration in the Treviso R.E.A. under no. 283753 VAT Reg. no. 03598000267 Tax Code 03598000267 ACCOUNTS AS AT 31 DECEMBER 2001 (Amounts expressed in Euro) BALANCE SHEET ASSETS 10 Cash and deposits 40 Loans to customers 90 Intangible fixed assets 100 Tangible fixed assets of which: – assets in financial leasing – assets awaiting financial leasing 110 Subscribed capital not paid-up 130 Other assets 140 Accrued income and pre-paid expenses (a) accrued income (b) pre-paid expenses Total assets LIABILITIES 10 Loans to credit institutions (a) on demand 30 Due to customers (a) on demand or with notice 50 Other liabilities 60 Accrued liabilities and deferred income (a) accrued liabilities (b) deferred income 70 Employee severance pay 80 Reserves for risks and charges (b) taxes and dues (c) other reserves 120 Capital 170 Profit (loss) for the period Total liabilities GUARANTEES AND COMMITMENTS 20) Commitments 138 31/12/2001 2,455 2,414,845 150,673 67,372,867 59,267,649 7,996,605 10,500,000 11,674,255 103,039 73,369 29,670 92,218,134 31/12/2001 58,891,927 58,891,927 2,797,891 2,797,891 8,569,801 1,825,781 4,922 1,820,859 5,621 355,608 2 355,606 20,000,000 -228,495 92,218,134 31/12/2001 13,189,969 PROFIT AND LOSS ACCOUNT COSTS 10 Interest expense and similar charges 20 Commission expense 40 Administrative costs: (a) payroll costs of which: – wages and salaries – social security charges – employee severance pay (b) other administrative costs 50 Write-downs of intangible and tangible fixed assets of which: – on assets given in financial leasing 60 Other operating expenses 80 Provisions to credit risk reserves 130 Income tax for the year Total costs REVENUE 10 Interest income and similar revenues 30 Commission income 70 Other operating income of which: – rent for goods leased 100 Net loss for the year Total revenue 31/12/2001 509,750 1,939 633,974 266,462 202,683 44,405 5,621 367,512 9,642,270 9,593,860 17,384 355,606 -136,658 11,024,265 31/12/2001 73,942 215,363 10,506,465 10,495,921 228,495 11,024,265 139 100% CLARIS VITA S.P.A. Registered office: Via Carnia, 26 - 20132 MILANO Share capital € 39,000.000 fully paid-up Entered in the Milan Companies Register under no. 08084500589 Registration in the Milan R.E.A. under no. 1295872 VAT Reg. no. 09493200159 Tax Code 08084500589 ACCOUNTS AS AT 31 DECEMBER 2001 (Amounts expressed in Euro) BALANCE SHEET ASSETS A. SHAREHOLDER RECEIVABLES FOR SUBSCRIBED SHARE CAPITAL NOT PAID-UP B. INTANGIBLE ASSETS 1. Commission on acquisitions to be amortised a) life business 13,854,404 5. Other multi-year costs C. INVESTMENTS I – Land and buildings 1. Property destined for company use III – Other financial investments 2. Shares of common investment funds 3. Bonds and other fixed-rate securities a) listed 540,565,924 b) unlisted 9,668,928 4. Loans a) loans with collateral 25,454 b) loans on policies 2,523,935 c) other loans 75,450 7. Miscellaneous financial investments D. INVESTMENTS ON BEHALF OF LIFE-INSURED CLIENTS WHO BEAR THE RELATED RISK AND DERIVING FROM THE MANAGEMENT OF PENSION FUNDS I – Investments relating to services connected with investment funds and market indices II – Investments deriving from the management of pension funds D bisTECHNICAL RESERVES CHARGED TO REINSURERS II – LIFE BUSINESS 1. Mathematical reserves 224,775,633 3. Reserves for sums outstanding 3,656,583 140 31/12/2001 0 16,104,175 13,854,404 2,249,771 633,338,780 12,223,684 12,223,684 621,115,096 66,054,988 550,234,852 2,624,839 2,200,417 157,507,799 157,451,820 55,979 228,432,216 228,432,216 E. LOANS I – Loans, deriving from direct insurance operations, relating to: 1. Insured persons a) for period bonuses 23,439,269 b) for bonuses of previous periods 875,078 2. Insurance brokers II – Loans, deriving from reinsurance operations relating to: 1. Insurance and reinsurance companies 14,060,207 III – Other loans Total loans F. OTHER ASSET ITEMS I - Tangible assets and securities 1. Furniture, office machinery and internal means of transport 2. Stocks and shares registered in public registers 3. Equipment and fittings II - Available funds 1. Bank deposits and postal current accounts 2. Cheques and cash amounts IV - Other assets 2. Miscellaneous assets G. ACCRUED INCOME AND PRE-PAID EXPENSES 1. For interest 2. For leasing rental 3. Other accrued income and pre-paid expenses Total assets 74,374,827 46,734,110 24,314,347 22,419,763 14,060,207 13,580,510 74,374,827 10,918,881 2,344,173 1,728,280 8,241 607,652 7,647,971 7,647,152 819 926,737 926,737 11,330,057 11,263,374 1,498 65,185 1,132,006,735 141 LIABILITIES AND SHAREHOLDERS’ EQUITY 31/12/2001 A. SHAREHOLDERS’ EQUITY 44,926,063 I – Subscribed share capital or equivalent fund 39,000,000 II – Issue premium reserve 1,066,247 III – Revaluation reserve 0 IV – Legal reserve 2,327,784 V – Statutory reserves 295,654 VI – Reserves for own shares and the controlling company 0 VII – Other reserves 3,701,663 VIII – Retained earnings (losses) 0 IX – Profit (loss) for the period -1,465,285 B. SUBORDINATED DEBT 13,000,000 C. TECHNICAL RESERVES 674,989,535 II – LIFE BUSINESS 674,989,535 1. Mathematical reserves 654,862,872 2. Complementary insurance premium reserves 831,403 3. Reserves for sums outstanding 8,360,398 5. Other technical reserves 10,934,862 D. TECHNICAL RESERVES WHEN THE INVESTMENT RISK IS BORNE BY THE INSURED AND RESERVES DERIVING FROM THE MANAGEMENT OF PENSION FUNDS 157,507,799 I – Reserves relating to contracts whose services are connected with investment funds and market indices 157,451,820 II – Reserves deriving from the management of pension funds 55,979 E. RESERVES FOR RISKS AND CHARGES 320,102 1. Taxation reserves 150,544 2. Other provisions 169,558 F. DEPOSITS RECEIVED FROM REINSURERS 203,619,598 G. DEPOSITS AND OTHER LIABILITIES 37,395,585 I – Deposits, deriving from direct insurance operations, relating to: 487,802 1. Insurance brokers 476,508 2. Current account companies 11,294 II – Deposits, deriving from reinsurance operations, relating to: 10,061,209 1.Insurance and reinsurance companies 10,061,209 VI – Miscellaneous loans and other financial deposits 13,424,272 VII – Employee severance pay 754,379 VIII – Other deposits 3,762,801 1. For taxes charged to insureds 35,577 2. For miscellaneous tax charges 513,520 3. To social welfare and security offices 461,007 4. Miscellaneous deposits 2,752,697 IX – Other liabilities 8,905,122 2. Commissions for premiums being collected 3,500,290 3. Miscellaneous liabilities 5,404,832 H. ACCRUED LIABILITIES AND DEFERRED INCOME 248,053 1. For interest 248,053 Total liabilities and shareholders’ equity 1,132,006,735 142 GUARANTEES AND COMMITMENTS IV – Commitments VII – Securities deposited with third parties VIII – Other memorandum accounts 31/12/2001 35,721,000 618,490,257 1,291,142 143 PROFIT AND LOSS ACCOUNT COSTS II. TECHNICAL ACCOUNT OF LIFE BUSINESS 1. PREMIUM FOR THE YEAR, NET OF REINSURANCE TRANSFERS a) Gross premiums calculated 133,166,380 b) (–) premiums transferred in reinsurance 44,315,187 2. INCOME FROM INVESTMENTS b) Income deriving from other investments 34,915,744 bb) from other investments 34,915,744 c) Write-backs from write-downs of investments 1,941,804 d) Profits on investment realisation 7,010,692 3. UNREALISED INCOME AND GAINS RELATING TO INVESTMENTS ON BEHALF OF INSURED PERSONS WHO BEAR THE RISK DERIVING FROM THE MANAGEMENT OF PENSION FUNDS 4. OTHER TECHNICAL INCOME, NET OF REINSURANCE TRANSFERS 5. EXPENSES RELATING TO LOSSES, NET OF REINSURANCE TRANSFERS a) Sums paid 68,910,486 aa) Amount before tax 85,763,708 bb) (-) Shares charged to reinsurers 16,853,222 b) Change in the reserve for sums outstanding -265,667 aa) Amount before tax 2,279,299 bb) (-)Shares charged to reinsurers 2,544,966 6. CHANGES IN MATHEMATICAL RESERVES AND OTHER TECHNICAL RESERVES NET OF REINSURANCE TRANSFERS a) Mathematical reserves 30,425,257 aa) Amount before tax 43,839,617 bb) (-)Shares charged to reinsurers 13,414,360 b) Complementary insurance premium reserves 3,823 aa) Amount before tax 3,823 c) Other technical reserves -42,348 aa) Amount before tax -42,348 d) Technical reserves when the investment risk is borne by the insured and reserves deriving from the management of pension funds -19,415,998 aa) Amount before tax -19,415,998 7. PROFIT SHARING AND ALLOWANCE, NET OF REINSURANCE TRANSFERS 144 31/12/2001 88,851,193 43,868,240 188,808 13,041,313 68,644,819 10,970,734 0 8. OPERATING EXPENSES a) Purchasing commissions b) Other purchasing expenses c) Changes in purchasing commissions and expenses d) Collection fees e) Other administrative costs f) (-) Profit sharing and commissions received by reinsurers 9. CAPITAL AND FINANCIAL CHARGES a) Operating expenses of investments and interest expense b) Write-downs of investments c) Losses on investment realisations 10. CAPITAL AND FINANCIAL CHARGES AND UNREALISED LOSSES RELATING TO INVESTMENTS ON BEHALF OF INSURED PERSONS WHO BEAR THE RISK DERIVING FROM THE MANAGEMENT OF PENSION FUNDS 11. OTHER TECHNICAL EXPENSES, NET OF REINSURANCE TRANSFERS 12. SHARE OF PROFIT OF INVESTMENTS TRANSFERRED TO NON-TECHNICAL ACCOUNTS (item III.4) 13. PROFIT OF LIFE BUSINESS (Item III.2) III. NON-TECHNICAL ACCOUNT 2. PROFIT OF LIFE BUSINESS (Item II.13) 7. OTHER INCOME 8. OTHER EXPENSES 9. PROFIT FROM ORDINARY ASSETS 10. EXTRAORDINARY INCOME 11. EXTRAORDINARY EXPENSES 12. PROFIT FROM EXTRAORDINARY ASSETS 13. PRE-TAX PROFIT 14. INCOME TAX FOR THE YEAR 15. PROFIT (LOSS) FOR THE PERIOD 13,319,858 8,885,667 2,755,378 309,152 3,514,152 11,096,327 13,240,818 24,935,725 15,675,145 6,280,791 2,979,789 20,046,550 10,012,220 0 -1,980,352 -1,980,352 2,101,324 3,681,165 -3,560,193 3,894,600 1,723,306 2,171,294 -1,388,899 76,386 -1,465,285 145 100% VENETO IRELAND FINANCIAL SERVICES LTD. Registered office: I.F.S.C. – 1 North Wall Quay - DUBLIN 1 (Ireland) Share capital € 1.000.000,00 Company number N° 313843 ACCOUNTS AS AT 31 DECEMBER 2001 (Amounts expressed in Euro) BALANCE SHEET ASSETS 31/12/2001 10 Cash and deposits with central banks and post offices 0 20 Treasury notes and similar securities eligible for refinancing with central banks 0 30 Loans to banks: 9,172,096 (a) on demand 9,172,096 (b) other loans 0 40 Loans to customers 13,000,000 of which: – loans on deposits received in administration 0 50 Bonds and other debt securities: 296,472,053 (a) public issuers 0 (b) banks 0 of which: own securities 0 (c) financial institutions 0 (d) other issuers 0 60 Shares, interest and other equity securities 24,066,042 70 Equity investments 0 80 Equity investments in Group companies 0 90 Intangible fixed assets 1,157 of which: – start-up costs 0 – goodwill 0 100 Tangible fixed assets 40,001 120 Own shares 0 130 Other assets 11,354,073 140 Accrued income and pre-paid expenses: 6,789,097 (a) accrued income 6,782,328 (b) pre-paid expenses 6,769 Total assets 360,894,519 146 31/12/2000 0 0 2,269,075 1,249,836 1,019,239 0 0 313,541,238 0 0 0 0 0 13,667,658 0 0 1,117 0 0 44,309 0 445,072 2,723,303 2,719,996 3,307 332,691,772 LIABILITIES 31/12/2001 31/12/2000 10 Due to banks: 80,833,889 101,400,022 (a) on demand 13,716 294,689 (b) term or with notice 80,820,173 101,105,333 20 Due to customers: 0 0 (a) on demand 0 0 (b) term or with notice 0 0 30 Securities in issue: 127,000,000 0 (a) bonds 127,000,000 0 (b) certificates of deposit 0 0 (c) other securities 0 0 40 Deposits received in administration 0 0 50 Other liabilities 2,023,284 100,677,775 60 Accrued liabilities and deferred income: 4,413,529 949,873 (a) accrued liabilities 4,217,949 949,873 (b) deferred income 195,580 0 70 Employee severance pay 0 0 80 Reserves for risks and charges: 2,418,303 665,427 (a) reserves for retirement and similar obligations 0 0 (b) taxation reserves 2,418,303 665,427 (c) other reserves 0 0 90 Credit risk reserves 0 0 110 Subordinated debt 0 0 120 Capital 1,000,000 1,000,000 130 Issue premiums 0 0 140 Reserves: 127,998,675 126,108,752 (a) legal reserve 0 0 (b) reserve for own shares or quotas 0 0 (c) statutory reserves 0 0 (d) other reserves 127,998,675 126,108,752 150 Revaluation reserve 0 0 170 Profit for the period 15,206,839 1,889,923 Total liabilities 360,894,519 332,691,772 147 GUARANTEES AND COMMITMENTS 10 Guarantees given of which: – acceptances – other guarantees 20 Commitments of which: – for sales with repurchase obligation 148 31/12/2001 0 0 0 31/12/2000 0 0 0 0 0 0 0 PROFIT AND LOSS ACCOUNT 10 Interest income and similar revenues of which: – on loans to customers 512,850 – on debt securities 19,180,803 20 Interest expense and similar charges of which: – Due to customers 0 – Securities in issue 2,533,041 30 Dividends and other income: (a) on shares, interests and other equity securities 121,401 (b) on equity investments 0 (c) on equity investments in Group companies 0 40 Commission income 50 Commission expense 60 Trading profits 70 Other operating income 80 Administrative costs: (a) payroll costs 620,952 of which: – wages and salaries 564,653 – social security charges 56,299 – employee severance pay 0 – reserve for retirement and similar charges 0 (b) other administrative costs 776,220 90 Write-downs of intangible and tangible fixed assets 100 Provisions for risks and charges 110 Other operating expenses 120 Write-downs of loans and provisions for guarantees and commitments 130 Write-backs from loans and provisions for guarantees and commitments 140 Provisions to credit risk reserves 150 Write-downs of financial investments 170 Profit before extraordinary items and tax 180 Extraordinary income 190 Extraordinary expense 200 Extraordinary profit 210 Changes in the reserve for general banking risks 220 Income tax for the year 230 Profit for the period Interim dividend 230 Profit for the period 31/12/2001 31/12/2000 19,936,000 9,212,893 0 8,844,513 5,806,712 3,533,194 0 0 121,401 22,211 22,211 0 0 0 18,163 11,731,530 0 1,397,172 0 39,035 2,156,062 0 1,106,489 41,941 37,991 3,950 0 0 1,064,548 11,527 0 0 6,989 0 0 0 0 0 0 0 0 0 0 24,555,357 136,560 0 136,560 6,705,459 0 0 0 0 2,486,403 22,205,514 6,998,675 15,206,839 0 665,536 6,039,923 4,150,000 1,889,923 149 A NNEXE G: A CCOUNTS OF THE A SSOCIATED C OMPANIES 33.3% ATENE S.R.L. Registered office: Viale Mazzini, 77/d - 36100 VICENZA Share capital € 31,200,00 fully paid-up Entered in the Vicenza Companies Register under no. 02747200240 Registration in the Vicenza R.E.A. under no. 272288 Tax Code and VAT Reg. no.02747200240 ACCOUNTS AS AT 31 DECEMBER 2001 (Amounts expressed in Euro) BALANCE SHEET ASSETS 10 Cash and deposits 20 Loans to credit institutions a) on demand b) other loans 70 Equity investments 80 Equity investments in Group companies 90 Intangible fixed assets of which: – start-up costs – goodwill 100 Tangible fixed assets 130 Other assets 140 Accrued income and pre-paid expenses: (a) accrued income (b) pre-paid expenses Total assets 150 31/12/2001 228 31/12/2000 64 39,127 12,746,888 0 0 0 0 120,327,324 118,777,566 64,779 0 0 1,481,194 92,664 0 0 754,938 0 0 1,549 0 121,914,201 132,372,120 LIABILITIES 10 Due to credit institutions: (a) on demand (b) term or with notice 50 Other liabilities 60 Accrued liabilities and deferred income: (a) accrued liabilities (b) deferred income 80 Reserves for risks and charges: (a) reserves for retirement and similar obligations (b) taxation reserves (c) other reserves 90 Credit risk reserves 120 Capital 130 Issue premiums 140 Reserves: a) legal reserve b) reserve for own shares or quotas c) statutory reserves d) other reserves 150 Revaluation reserve 160 Retained earnings (losses) 170 Profit (loss) for the period Total liabilities GUARANTEES AND COMMITMENTS 10 Guarantees given of which: – acceptances – other guarantees 20 Commitments of which: – for sales with repurchase obligation 31/12/2001 31/12/2000 152,897 54,494,829 67,146 0 64,557,112 76,540 385,315 0 112,882 0 0 150,314 0 0 31,200 59,371,885 0 463,728 0 0 30,987 59,371,885 6,197 2,066 0 0 0 0 6,982,539 7,039,299 0 0 0 0 271,879 717,621 121,914,201 132,372,120 31/12/2001 0 31/12/2000 0 0 0 0 0 0 0 0 0 151 PROFIT AND LOSS ACCOUNT COSTS 10 Interest expense and similar charges 20 Commission expense 40 Administrative costs b) other administrative costs 50 Write-downs of intangible and tangible fixed assets 110 Extraordinary expenses 130 Income tax for the year Total costs 140 Profit for the period Total at balance 152 31/12/2001 3,425,150 1,049 31/12/2000 697,754 2,618 129,819 27,885 1 152,932 3,736,836 271,879 4,008,715 80,245 51,875 1,490 461,110 1,295,092 717,620 2,012,712 REVENUE 10 Interest income and similar revenues 20 Dividends and other income c) on equity investments in Group companies 70 Other operating income 80 Extraordinary income Total revenue 31/12/2001 300,049 31/12/2000 1,156,865 3,708,666 0 0 4,008,715 855,842 0 5 2,012,712 153 NUOVA FINANZIARIA MEDITERRANEA SPA 25% Registered office: Corso Cavour, 19 - 70122 BARI Share capital € 280,472.535,99 fully paid-up Entered in the Companies Register under no. 22834 Registration in the Bari R.E.A. under no. 277591 Tax Code and VAT Reg. no.03820520728 ACCOUNTS AS AT 31 DECEMBER 2001 (Amounts expressed in Euro) BALANCE SHEET ASSETS 31/12/2001 A) Shareholder receivables for contributions due 0 B) Fixed assets: I - Intangible 0 II - Tangible 0 III - Financial 1) equity investments in: a) subsidiaries 292,232,355 Total fixed assets (B) 292,232,355 C) Floating assets: I - Balance 0 II - Loans: 1,279,725 2) to subsidiaries 1,205,250 5) to miscellaneous - to inland revenue for corporate income tax and regional tax on production payments 74,475 III - Financial assets 0 IV - Available funds: 1) bank deposits BPB guarantee deposit 178,094 3) cash holdings and securities 83 Total available funds 178,177 Total assets and floating assets (C) 1,457,902 D) Accrued income and pre-paid expenses 0 Total assets 293,690,257 154 LIABILITIES A) Shareholders’ equity: I - Capital IV - Legal reserve IX - Profit (loss) for the period Total shareholders’ equity (A) B) Reserves for risks and charges: 2) for taxes C) Employee severance pay D) Deposits: 3) due to banks 6) due to suppliers 13) other deposits – miscellaneous (Stock exchange contract tax) – to auditors Total deposits (D) E) Accrued liabilities and deferred income Total liabilities 31/12/2001 280,472,536 3,571,605 1,347,536 285,391,677 49,481 0 7,311,738 791,686 145,675 142,463 3,213 8,249,099 0 293,690,257 155 PROFIT AND LOSS ACCOUNT A) Production value: 1) revenues from sales and services – provision of services 5) other revenue and income Total production value B) Production costs: 6) for raw materials, subsidies, consumables, and goods – Material and tests for training courses 7) for services – Commission expenses – Insurance – Electricity costs – Postage, telegraph, telex and shipment costs – Telephone costs – Administrative, legal and notary fees – Fees to third parties for courses and event organisation – CEO and Board of Directors’ fees – Board of Auditors’ fees – Account audit fees – Costs of preparing rooms for exhibitions – Meetings, seminars and professional training services – Advertising – Project advertising – Company entities and employees travel and transfers – Services for event realisation (design, directing, management equipment and artists fees) – Vehicle operating costs – Travel, food and accommodation costs – Miscellaneous services 8) for hire purchase and leasing – Registered office lease payments – Lease payments for meetings 9) for staff a) wages and salaries b) social security charges c) presumed employee severance pay e) other costs – B.P.Bari payroll costs 10) amortisations and write-downs a) am. of intangible fixed assets b) am. of tangible fixed assets 14) Miscellaneous operating expenses – Printing and stationery – Associated contributions – Representation costs – Miscellaneous general costs – Miscellaneous taxes and dues Total production costs Difference between values and production costs (A-B) 156 31/12/2001 1,814,819 632 1,815,451 34,404 1,315,930 0 783 2,962 6,905 18,235 43,438 51,559 103,284 10,927 5,423 149,437 132,182 5,132 259,261 28,717 321,068 2,284 164,656 9,677 59,044 23,584 35,460 348,362 66,855 17,235 4,759 259,513 11,875 8,545 3,330 23,462 5,566 11,175 1,211 3,446 2,064 1,793,077 22,374 C) Financial income and expenses: 15) income from equity investments a) from subsidiaries 16) other financial income – interest income on current bank accounts – income on swap operations 17) interest and other financial expense – Miscellaneous interest expense – Commissions and bank expenses Total financial income and expenses E) Extraordinary income and expense: 20) income – Contingent gains 21) expenses – Contingent losses – Losses on AIBA equity investments Total extraordinary items Pre-tax income 22) Income tax for the year 23) Profit (loss) for the period 1,205,250 1,205,250 175,550 172,071 3,479 -3,035 2,784 251 1,377,765 1,057 1,057 -4,179 3,921 258 -3,122 1,397,017 -49,481 1,347,536 157 SERVIZI INTERNAZIONALI E STRUTTURE INTEGRATE 2000 S.R.L. 33.33% Registered office: Via Andrea Doria, 31 - 20124 MILANO Share capital € 75,000,00 fully paid-up Entered in the Milan Companies Register under no. 02629300365 Registration in the Milan R.E.A. under no. 1613221 VAT Reg. no. 13291210154 Tax code 02629300365 ACCOUNTS AS AT 31 DECEMBER 2001 (Amounts expressed in Euro) BALANCE SHEET ASSETS A) Shareholder receivables for contributions due B) Fixed assets: I Intangible fixed assets: 1) intangible fixed assets 2) - amortisation I Total intangible fixed assets II Tangible fixed assets: 1) tangible fixed assets 2) - amortisation II Total tangible fixed assets III Financial investments B) Total fixed assets C) Floating assets: I Balance II - Loans: 1) within 12 months 2) over 12 months II Total loans III Financial assets not classified as fixed assets IV Available funds C) Total floating assets D) Accrued income and pre-paid expenses Total assets 158 31/12/2001 0 31/12/2000 0 85,227 -28,440 56,787 78,512 -12,571 65,941 28,784 -8,381 20,403 0 77,190 23,638 -3,421 20,217 0 86,158 0 0 10,210 18,301 28,511 0 42,217 70,728 72,961 220,879 20,251 18,224 38,475 0 159,302 197,777 28,558 312,493 LIABILITIES A) Shareholders’ equity: I - Capital II - Share premium reserve III - Revaluation reserve IV - Legal reserve V - Own shares in portfolio reserve VI - Statutory reserves VII - Other reserves VIII - Retained earnings (losses) IX - Profit (loss) for the period A) Total shareholders’ equity B) Reserves for risks and charges C) Employee severance pay D) Deposits: 1) within 12 months D) Total deposits E) Accrued liabilities and deferred income Total liabilities and shareholders’ equity 31/12/2001 31/12/2000 75,000 0 0 0 0 0 185,925 -41,305 -260,190 -40,570 0 18,990 75,000 0 0 0 0 0 0 0 -41,305 33,695 0 8,609 62,876 62,876 179,583 220,879 97,964 97,964 172,225 312,493 159 MEMORANDUM ACCOUNTS I) Guarantees given II) Other memorandum accounts – risks - commitments c) Other memorandum accounts Total other memorandum accounts – risks – commitments Total memorandum accounts 160 31/12/2001 0 0 4,390 4,390 4,390 31/12/2000 0 0 4,390 4,390 4,390 PROFIT AND LOSS ACCOUNT A) Production value 1) revenues from sales and services 5) other revenues and income A) Total production value B) Production costs 7) for services 8) for hire purchase and leasing 9) for staff a) wages and salaries b) social security charges c) employee severance pay 9) Total for staff 10) amortisations and write-downs: a) am. intangible fixed assets b) am. tangible fixed assets 10) Total amortisations and write-downs 14) miscellaneous operating expenses B) Total production costs Differences between values and production costs (A - B) C) Financial income and expenses: 16) other financial income d) income different from previous d4) from others 16) Total other financial income 17) Interest and other financial expenses d) from others 17) Total interest and other financial expenses C) Total financial income and expenses D) Total write-downs of financial assets E) Extraordinary income and expenses: 20) Income b) other income 20) Total income E) Total extraordinary items Total pre-tax income (A-B+C+D+E) 22) Income tax for the year 23) Profit for the period 31/12/2001 31/12/2000 640,107 0 640,107 493,215 21,541 514,756 269,841 199,196 205,154 46,685 430,267 30,681 11,990 472,938 342,522 34,955 8,609 386,086 10,001 10,828 20,829 17,594 980,398 -340,291 8,657 7,335 15,992 9,249 663,166 -148,410 5,813 5,813 3,113 3,113 1,620 1,620 4,193 0 875 875 2,238 0 85,940 85,940 85,940 -250,158 10,032 -260,190 115,296 115,296 115,296 -30,876 10,429 -41,305 161 BOARD OF AUDITORS’ REPORT 163 B OARD OF A UDITORS ’ R EPORT To the Shareholders, The draft accounts as at 31 December 2001, communicated for your approval and made available as under the terms of the law, have been drawn up in compliance with the provisions of L. Decree no. 87 of 27 January 1992 on the annual and consolidated accounts of the banks and the implementing instructions issued in these matters by the Bank of Italy. This is composed of the statement of assets and liabilities, the profit and loss account and the notes to accounts and is enclosed together with the prescribed Board of Directors’ report on operations. The profit and loss account closed with a net profit of 34,108,067.16 Euro which can be broken down as follows: (values in Euro) Ordinary operating profit Extraordinary operating profit General banking risk reserve share Total profit before income tax Income tax for the year Net profit for the period 49,030,334 576,935 -6,713,940 42,893,329 -8,785,262 34,108,067 The operating results can likewise be compared via the difference between the asset and liability items of the balance sheet broken down as follows: (values in Euro) Total assets To be deducted: • Deposits and reserves • Share capital • Reserves Total liabilities and shareholders’ equity Net profit for the period Total at balance 3,695,403,615 3,341,222,589 73,064,580 247,008,379 3,661,295,548 34,108,067 3,695,403,615 The memorandum accounts are composed of: (values in Euro) Guarantees given Commitments Total 152,742,237 25,270,711 178,012,948 The notes to the accounts, written in compliance with the system required by the Regulatory Body, contains appropriate information on the accounting principles and criteria followed in drawing up the balance sheet and provides detailed analyses on the individual balance sheet items and the profit and loss account exhaustively integrating the financial highlights indicated in the above-mentioned documents. The report on operations, after a reminder note on the strategic plan relating to the three-year period 2002-2004 and to the main objectives achieved dur- 165 ing the previous period, carries out an in-depth examination of the international and national economic scenario and the operating area of Veneto Banca and emphasises the development strategies and organisational phases established prior to their attainment. It therefore analyses management performance in the various operating sectors and provides the other relevant information as stipulated in L. Decree 87/92, including significant events occurring after the end of the period and the operating outlook for the current year. As regards our control and regulatory activities, we inform you that during the previous period we systematically participated in the meetings of the Board of Directors and the Executive Committee and, occasionally, those of the financial committee. Likewise we maintained constant relations with the General Management and held meetings with the managers of the areas predominantly involved in the Board of Auditors inspections and with the company responsible for the audits of the annual and consolidated accounts. Furthermore, we carried out administrative and accounting controls as provided for by article 2403 of the Civil Code focussing in particular on the development of the positions of non-performing loans. These controls allow us to ascertain the reliability of the content of company accounts and accounting entries and the correspondance of the qualification and quantification of the balance sheet items and the profit and loss account, focussing on the accounting results whose accounting methods are such as to enable a connection with the accounts in compliance with the provisions of L. Decree 87/92 mentioned above. Consequently, we can assure you that the accounts for the year 2001 provide and true and accurate representation of the financial position and operating results of your bank, as it is drawn up in compliance with the accounting principles required by law and the regulations issuing from the Bank of Italy, as well as in compliance with the generally accepted accounting principles. Among its more significant items, we consider that the following can be stated: • Loans: are valued according to the presumed realisation value, determined on an analytical basis and with the criteria indicated in the accompanying notes; • Investment securities: are valued at cost or, if listed, the lesser of the cost and the average quotation price referred to in the last six months; • Trading securities: are valued at the lesser of the cost, determined according to the LIFO method at intervals on an annual basis and the market price determined using the criteria indicated in the accompanying notes; • Equity investments: are valued at cost or at a value corresponding to that of previous write-downs or revaluations. In the case of confirmed permanent losses of value, the resulting write-down was operated in compliance with the obligation imposed by article 18 of L. Decree 87/92. It should also be noted that the reserve for risks and charges indicated in item 80 of the liabilities statement receives a provision of 3,165,000.00 Euro specifically destined to cover possible losses of value that must successively appear in the securities investments in general, and in equity investments in particular, it being difficult to assess for these securities the permanent nature or loss and therefore to estimate with reasonable reliability the size of the subsequent write-down; 166 • Intangible fixed assets: are entered in the balance sheet, with our consent, at purchase price. This value is adjusted by shares of amortisation adjusted at the future use potential of the fixed assets and, depending on the case, in shares distributed over five years in accordance with art. 2426 C.C.; • Accruals and pre-payments: were calculated on an accrual basis and the economic correlation between costs and revenue; • Income taxes for the year: amount to 8,785,262.00 Euro and were quantified taking into account the so-called “deferred taxation” in compliance with the provision issued on these matters by the Bank of Italy. Their liquidation is correctly operated. At the time of the drawing up of this report the auditing company did not indicate events or proposals for amendments to the accounts in question. If any events or proposals should subsequently arise we will refer to these during the general meeting. Finally, we would point out that during the course of our checks as summarised above, there were no censurable events or conduct arising by board members or upper management or which constituted violations of the regulations of the civil code, the company by-laws and the special legislation of the bank and credit institutions. We would ask for your approval to the accounts for the year 2001 as communicated to you by the Board of Directors and we would express a favourable opinion to the distribution of profit for the period covered and, in particular, to the distribution of an overall dividend of 15,100,013.20 Euro equal to 0.62 Euro per share, this being in compliance with the provisions of article 2433 of the civil code and compatibile with the economic and financial situation of your institute. Montebelluna, 22 March 2002 The Board of Auditors Dr. Fanio Fanti Dr. Bruno Sonego Dr. Fulvio Zanatta 167 EXTERNAL AUDITORS’ REPORT 169 171 REPORT AND RESOLUTIONS OF THE MEETING 173 REPORT AND RESOLUTIONS OF THE MEETING The Chairman of the Board of Directors Dr. Flavio Trinca chaired the meeting, Secretary the Notary Dr. Paolo Talice and Scrutineers the Shareholders Mssrs Beda Iginio, Brunetta Pietro, Curto Loris, Dalla Riva Luciano, Poloniato Tomaso, Pontello Giuliano, Rizzardo Pietro, Saccol Guido, Spinetta Pietro and Zaletto Silvano. No. of shareholders present: 1,322 No. represented by proxy: 601 Total: 1,923. The following were carried out: • The approval of the reports of the Board of Directors, Board of Auditors and the Accounts for 2001; • The assignment to the company “Reconta Ernst & Young spa” of the responsibility of the audit of the legal accounts and the consolidated accounts for the three-year period 2002/2004; • The determination of attendance fees to pay to the members of the Board of Directors for the period 2002; • The determination of the fees to pay the Statutory Auditors for the threeyear period 2002/2004; • The reappointment of five members of the Board of Directors for the threeyear period 2002/2004; • The appointment of the Chairman of the Board of Auditors, of two Statutory Auditors and two Alternate Auditors for the three-year period 2002/2004; • The reappointment of three Statutory Arbitrators and two Alternate Arbitrators for the three-year period 2002/2004. 175 178 OPERATING REPORT ON THE CONSOLIDATED ACCOUNTS AS AT 31 DECEMBER 2001 179 R EPORT ON THE C ONSOLIDATED A CCOUNTS INTRODUCTION The consolidated balance sheet of the Veneto Banca group has been set out by the Parent Company according to the accounting principles and methods laid down by Legislative Decree 87/92 and it consolidates the assets, liabilities, and financial results of the companies that make up the Group. The companies consolidated with the integral method are the subsidiaries Banca Italo-Romena spa, Banca di Bergamo spa, Claris Factor spa, Claris Leasing spa, and Veneto Ireland Financial Services ltd. (VIFS), whose projected balance sheets closed on 31 December 2001 and being already approved by their respective Boards of Directors will be submitted to the appropriate shareholders’ meetings that will take place before that of Veneto Banca. On the other hand, Atene srl, Claris Assicurazioni srl, Claris Broker spa, Claris Vita spa, Nuova Finanziaria Mediterranea spa, and Sintesi 2000 srl have been valued using the equity method in that, even though they are subsidiaries or despite having exercisable Parent Company voting rights greater than one fifth, they do not carry out banking or financial activities or those that are instrumental to the Group or have a different balance sheet structure from that of the Parent Company and therefore are not amenable to a corresponding numerical comparison. As well as the investments in the companies that are subject to consolidation, there are other investments in the portfolio of the Parent Company. However no significant influence is exercised in any of these as the interests held by the Group are less than 20% of the share capital of the individual companies. These investments are therefore valued at cost. VENETO BANCA GROUP COMPOSITION As at 31 December 2001 the Veneto Banca Group was made up of the following companies: PARENT COMPANY: • Veneto Banca scarl SUBSIDIARIES MAKING UP THE BANKING GROUP: • Banca di Bergamo spa • Banca Italo-Romena spa • Claris Factor spa • Claris Leasing spa • Veneto Ireland Financial Services Ltd. (VIFS) SUBSIDIARIES ALSO BELONGING TO THE GROUP: • Atene srl • Claris Assicurazioni srl • Claris Broker spa • Claris Vita spa • Nuova Finanziaria Mediterranea spa • Servizi Internazionali e Strutture Integrate 2000 srl (Sintesi 2000) 181 FINANCIAL AND ECONOMIC PERFORMANCE OF VENETO BANCA GROUP The general economic situation in which the Parent Company and the other companies included in the area of consolidation have been operating in the 2001 financial year has been illustrated in the management report of the Parent Company. In the course of 2001 the Veneto Banca Group realised a consolidated net income of 41,681 million Euros, an increase of 36.4% over 2000. The result was due to the profits from the Subsidiaries that make up the Group, as summarised below: (data in thousands of Euros) Veneto Banca Banca di Bergamo Banca Italo-Romena Claris Factor Claris Leasing Immobiliare Servizi Veneto Ireland Financial Services Consolidation adjustments Total consolidated net income 31/12/2001 34,108 94 448 752 -228 – 22,205 31/12/2000 28,510 – 376 541 – 294 6,040 -15,530 41,849 5,073 30,689 An important component in the determination of the consolidated profitability is given by the consolidation adjustments: (data in thousands of Euros) Dividends Write-downs of fixed assets Write-downs of financial fixed assets Profit (loss) from equity investments valued at net worth Extraordinary expenses Change in reserve for general banking risks Income tax Minority portion of net profit (loss) for the period Total consolidation adjustments (1) (2) (3) 31/12/2001 -59,175 -3,123 38,218 -1,765 -31 129 10,298 -81 -15,530 (1) adjustment of the devaluation of the investment in Claris Vita spa (2) missing amortisation in the year 2000 of the positive consolidation differences of the Banca Italo-Romena spa (3) Profit (loss) of the Banca Italo-Romena of interest to the Banca comerciala Romana Following these results, and due to other asset changes, the net equity of the Group as at 31 December 2002 amounted to 546,428 million Euros. 182 VENETO BANCA GROUP COMPANIES In order to complete what is set out in the individual balance sheet, there follows a brief illustration of the managerial progress of the Companies that make up the Group. V ENETO B ANCA Parent Company Sector of activities: Operational office: banking Piazza G.B. Dall’Armi, 1 - 31044 Montebelluna (TV) thousands of Euros Total assets 3,695,404 Share capital 73,065 Shareholders’ equity (excluding the year’s results) 488,175 Net profit for the year 34,108 Number of employees 867 2001 was a particularly important year for Veneto Banca which pursued its policy of expansion by increasing the network of outlets, which had reached 82 by the end of the year, and by increasing the investments in companies that are strategically important for its development. The acquisition of Claris Vita [Claris Life], of the majority holding of the share capital of Banca di Bergamo, of 25% of the share capital of Nuova Finanziaria Mediterranea, and the establishment and start-up of Claris Leasing are all typical examples. The work-force grew by 86, reaching 867 by the end of the year. Moreover a number of operations were implemented, both technical and organisational, with the objective of optimising the service to the customer, of reducing the operational costs, and of increasing the level of managerial efficiency. Particularly important in this respect was the process of integration with the Banca di Bergamo which involved the entire organisational structure. Overall the corporate results were very positive. Total deposits increased significantly reaching 4,566 million Euros with an increase of 11.4% over 2000. Direct deposits went up from 1,764 to 2,021 million Euros, an overall increase of 14.6%. Indirect deposits stood at 2,545 million Euros, compared with 2,336 of the year before, an increase of 9%. This increase depended exclusively on the increase in the volume of deposits administered, up by 47%, which partially compensated for the fall in managed savings, which fell by 11.8%. Commitments to customers increased in the course of 2001 by more than 25.8%, reaching 2,485 million Euros. The loan quality remains at levels that are more than satisfactory. Compared with the year before, there was an improvement both in the level of concentration, which remains decidedly contained, and the incidence of bad debt which, net of default interest, fell from 1.07% to 0.94%. 183 In the financial markets the Bank essentially operated with a view to containing the overall risks, by aiming a large part of its activities at the financing of the development of general and extraordinary operations. In its entirety the securities portfolio exceeded 483 million Euros, showing an increase of 108% over the previous year. In terms of profits, the financial year closed with a net income, including the allocation to the reserve for general banking risks and to the reserve for risks and charges, of 44.4 million Euros against 32.2 million Euros for 2000, recording an increase of over 26%. Particularly positive was the contribution of the net interest income which went from 66.9 million Euros in 2000 to 134 million Euros. This result can be attributed to the general activities, above all due to the increase in the assets, and to the contribution from dividends which were also positively influenced by positions of an extraordinary nature. The particularly critical operational environment did however have a negative influence on the revenue from services: both the profits from financial operations and the revenue from services of a managerial nature reflected the lower profitability of managed savings as a result of the poor performance of the financial markets. Management costs, finally, increased by 10.5%. Particularly significant in this regard was the increase in other costs, which were up by 19.2%, above all following the investments made in the “innovative channels” project and the investments in data systems. The incorporation of Property Services which took place during the course of the year led on the other hand to a reduction in rents of over 14%. The ROE, calculated on the overall net return of the allocations to the reserve for general banking risks and to the reserve for risks and charges, was 13.3%. B ANCA DI B ERGAMO Sector of activity: Operational head office: Percentage investment banking Via Vittorio Emanuele II, 12 - 24121 Bergamo 60% thousands of Euros Total assets 119,076 Share capital 26,000 Shareholders’ equity (excluding the year’s results) 26,000 Net profit for the year 94 Number of employees 57 The Company in question entered the Veneto Banca Group on 24 July 2001, following the acquisition by the Group Leader of a holding equal to 60% of the share capital. 2001 was therefore a particularly important year because, apart from the change in the company structure, a substantial organisational revision and a significant commercial development were started. The reorganisation process involved all levels of the company, including the central and peripheral areas. The Bank has been equipped with a slim-line structure almost exclusively oriented to commercial activity, with a minimum number of human resources allocated to head office, by delegating all activi- 184 ties of an administrative and monitoring type to the Parent Company. Entry into the Group however led to the replacement of the information system. This was carried out in a short space of time with a particular effort being made by all the personnel involved. 2001 was also characterised by the opening of 5 new outlets bringing the total number of branches to 12. The territorial expansion was essentially aimed at strengthening the operating presence in the region and the prospect of achieving a higher profile within the Lombardy area. The workforce was increased by 20, reaching a total of 57 persons by the end of the year. This increase was mainly due to the above-mentioned strengthening of the distribution network. Following the above-mentioned operations, the Banca di Bergamo saw a strong revival in its activities in 2001. Both the commitments to customers and deposits recorded more than satisfactory rates of increase. While the former increased by more than 51%, the latter increased by 90%. Indirect deposits also increased, closing the year with a change of more than 22% mainly thanks to the administrative component. The strong dynamic of loans, although accompanied by a considerable increase in deposits, has led to a commitments/deposits ratio of 212%, in line with the characteristics of young banks that are growing fast. The incidence of non-performing loans out of the total of commitments has been kept at very low levels (0.3%). The 2001 financial year closed with a net profit of 94 thousand Euros, down by 15.5% compared with the previous year. The net interest income grew by 13.1% from 6 to 6.8 million Euros. This increase can mainly be attributed to the general activity, above all thanks to the considerable increase in brokerage volumes, which grew mainly in the last part of the year, after the change in the company structure. It is noted that, with the reduction in the share capital, resources have been lost involving over 77 million Euros which, being replaced by burdensome funding, has led to a contraction in the financial margin. The margin from services, despite the poor performance of the financial markets which froze activities on managed savings, has remained substantially unchanged. Taking the above into consideration, the income from banking activities has increased by 11.4%, reaching 7.6 million Euros. The demanding restructuring operations and above all the company expansion that have taken place over the year have added to the operating costs that have grown overall by 6.8%. The personnel costs on the other hand have fallen by 1.9% because of the replacement of older members of the staff with younger persons, with the average work-force staying at the same levels as 2000 (39 persons). The new recruitment was mainly completed in the last part of the year, with 185 very little effect on the costs for the period. The ratio of operating costs to income from banking activities (cost/ income) is slightly improved, reaching a value of 71.5%, against the previous 74.5%. The increase in the write-downs can be attributed to the opening of the new branches that led to the costs over several years starting to be set against the profit and loss account. The general profits fell compared with last year by 15.2% and have as recorded also led to a fall in net profits of 15.5%. B ANCA I TALO -R OMENA Sector of activity: Operational head office: Percentage of investment banking Viale Nino Bixio, 1 – 31100 Treviso 92.308% thousands of Euros Total assets 83,736 Share capital 32,500 – of which paid up 18,500 Shareholders’ equity (excluding the year’s results) 16,927 Net profit for the financial year 448 Number of employees 64 In the month of April 2001 the share capital of the Banca Italo-Romena went from 12.9 to 32.5 million Euros. The increase was fully underwritten by the Parent Company which had therefore increased its holding to 92.3%. The operation enabled the strengthening of the assets of the subsidiary that will be able in this way to make the expected investments. In the course of the 2001 financial year, the company started putting into practice the strategic plans that had been set out by the Group Leader. A second corporate restructuring was started which involved on the one hand the transfer of the corporate and operational head office from Milan to Treviso and, on the other hand, giving up direct operations in terms of both borrowing and lending on the domestic market. This process enabled the company to be relaunched, firming up the possibility of a full development of the synergies with Veneto Banca, particularly in terms of containing management costs. The enlargement and the strengthening of the operational structure of the company have however involved considerable investment in man-power and equipment but at the same time have encouraged operational growth. Currently the Bank has three branches in Rumania: in Bucharest and Timisoara since March, and in Arad since November. All these locations are in the main industrial regions of the country. The first results of this clear reversal of the trend are already visible in the data for the year end which shows an expanding asset position. The growth recorded in volumes in fact mainly reflects the operations of the Rumanian branches in that the activity of the Italian head office is concentrating on the management of loans to existing customers, carrying out functions based on service and support. 186 In 2001 the dynamic of the volume of banking activities in the Rumanian branches showed an increase in the commitments to customers of 20 million Euros, equal to 206.6%, and an increase in funding of 19.9 million Euros, corresponding to a growth of 157.2% over 2000. Moreover the economic situation has shown a positive result. In fact the financial year closed with a net profit of 448 thousand Euros, caused by various factors sometimes with conflicting effects. The good performance of the Rumanian branches which reached the breakeven point a few months after opening, thanks to the development of the assets already mentioned and the high margins on market rates, played a significant part in reaching the above-mentioned result, and enabled a fair proportion of the high administrative costs to be offset. These costs came to more than 90% of the total revenue. The final result was however adversely affected by the on-going costs for the initial restructuring, extraordinary current accounts connected with giving up the Milan office, direct devaluations of the loans, and precautionary allocations to the tax reserve, to the reserve for risks and charges, and to the reserve for general banking risks. Against the above, the company has however been able to benefit from the new provisions of the Regulatory Body in terms of “countries at risk”, that has enabled use to be made of what had been allocated previously for that purpose. C LARIS FACTOR Sector of activity: Operational head office: Percentage of investment factoring Viale della Vittoria, 1 – 31044 Montebelluna (TV) 100% thousands of Euros Total assets 70,323 Share capital 4,000 Shareholders’ equity (excluding the year’s results) 4,431 Net profit for the period 752 Number of employees 7 The company operates in the factoring sector with the objective of providing, mainly to customers of the Parent Company, a complementary service in addition to the traditional banking products and services. 2001 saw steady development throughout the various areas of activity. Loans to customers increased by 12.5% on an annual basis, which also applied to the progressive turnover which even though lower than expected was equal to 172.5 million Euros, an increase of 17.9% over the year before. The sales network of the Parent Company contributed to these results with an increase both in commitments, which went from 16.5 to 23.2 million Euros, and in turnover which grew from 48.6 to 80.6 million Euros. In the course of the year progress was also made with a careful re-classification of the customer portfolio which enabled an improvement to be made in the structure of the company assets with the consequent reduction in the average exposure to the collection risk. In terms of profits, despite a continuous trend towards the lowering of interest rates, 2001 closed positively thanks to the maintenance of an adequate 187 margin between rates of deposit and of commitment and to a careful tariff policy that saw a rise in revenues from services. In fact the financial margin was up on the previous period by 13.4% due to the significant increase in interest income, coming mainly from loans to customers, which more than compensated for the increase in interest charges, in favour of financial institutions and the Parent Company. Revenues from services recorded an increase both in commissions from factoring and in fees for administration and recovery of investigation expenses, at 28.4% and 13.4% respectively, bringing the factoring margin to 2.8 million Euros, which is an increase of 16.8% over 2000. Operating costs increased overall by 11%. In more detail, personnel costs rose by 12.5%, mainly because of taking on one new member of staff, with the other administrative costs averaging 10.1%. As the increase in revenues was greater than that of costs, the gross operating result was 1.7 million Euros which is up by more than 21.1%. The financial year closed with a net profit of 752 thousand Euros which is an increase of about 39% over 2000, and represents a very satisfactory result also because most of it came from the second half of the year which was judged to be the more critical because of the accounting of various adjustments. C LARIS L EASING Sector of activity: Operational head office: Percentage of investment leasing Via dei Da Prata, 14 – 31100 Treviso 100% thousands of Euros Total assets 92,218 Share capital 20,000 - of which paid up 9,500 Shareholders’ equity (excluding the year’s results) 9,500 Net profit for the period -228 Number of employees 6 The Company was constituted on 11 January 2001 with the objective of providing a leasing service to the Group and of being in tune with the activities of the Parent Company. For reasons of a bureaucratic nature, the activity was started a few months later. Considering the limited period of effective activity, the results achieved in 2001 can certainly be judged to be positive, especially in view of the fact that they exceeded the predictions set out in the industrial plan. This is the result of a very satisfactory management, both in terms of the number of contracts set up and the amount of goods leased. Activity was particularly lively throughout 2001. In fact a good 566 operations were completed which generated payment flows through the acquisition of property and other assets of 87.4 million Euros and advances on contracts of 9.8 million Euros. With reference to the profitability of the company, the end of year data shows income from banking activities of 10.3 million Euros, consisting mainly of the item “rental income from assets in leasing” within the “other operating revenue”. The latter came to 10.5 million Euros, including the capital and interest proportions of the rents that fell due in the period. The personnel costs came to 266 thousand Euros and refer to a labour force made up of six employees. Subtracting the other administration costs, equal 188 to 369 thousand Euros, the gross operating result comes to 9.7 million Euros. The adjustments to the value of fixed assets, mainly consisting of the capital proportion of the goods in leasing, came to 9.6 million Euros while the writedowns of loans, equal to 356 thousand Euros, represent the allocation to the reserve within the maximum limits allowed by law. The financial period closed with a loss of 228 thousand Euros which as already mentioned is lower than expected. As at 31/12/2001 the asset provision was 20 million Euros through the increase in share capital of 15 million Euros determined by the extraordinary shareholders’ meeting held on 26 October 2001. This increase was entirely underwritten by Veneto Banca and the 3/10 required by law paid up. Moreover in the month of December the Parent Company completed the operation of purchasing the 0.25% [surely 25%?] held by Claris Factor, thereby becoming the only shareholder. V ENETO I RELAND F INANCIAL S ERVICES Sector of activities: Operational head office: Percentage of investment finance IFSC, 1 North Wall Quay – Dublin 1 (Ireland) 100% thousands of Euros Total assets 360,895 Share capital 1,000 Shareholders’ equity (excluding the year’s results) 128,999 Net profit for the period 22,206 Number of employees 4 Since October 1999 the company has operated as the agency bank at the Centre for International Financial Services in Dublin, with the objective of concentrating the investment banking activities of the Group in a highly specialised and dynamic context which enables innovative financial activities to be developed while offering at the same time a greater international visibility. In the past year, the activities of VIFS have been based on: • the search for value through the activity of trading in the bond markets (on both the lending and the borrowing side), in the currency markets, and in the stock markets, also making use of futures; • the search for a suitable balance between quality and quantity of the trading bond portfolio, through the acquisition of “corporate” securities that are almost exclusively Italian or European of investment grade tied to Italian banking sub-ordinates (lower Tier II) across different economic sectors, with the objective of obtaining an average overall spread greater than the cost of medium term financing; • the study, research, and construction of innovative financial products for activities on its own behalf; • the study, research, and construction of financial products used by other companies in the Group. Despite what has happened on the international financial markets, the results of these activities have been very positive. The net profit for the period, equal to 22.2 million Euros, mainly consisted of interest income, including dividends of 121 thousand Euros, at 14.3 million Euros and profits from financial operations at 11.7 million Euros. 189 ATENE Sector of activities: finance Operational head office: Viale Mazzini, 77/d – 36100 Vicenza Percentage of investment 33.3% (consolidated data) Thousands of Euros Total assets 248,078 Share capital 31 Shareholders’ equity (excluding the year’s results) 84,090 Net profit for the period -1,679 The business of this company is the management of investments which is carried out exclusively with Palladio Finanziaria, a company operating in the financial sector, which in turn controls Palladio Partecipazioni spa and Palladio Sviluppo srl; the former operates in the merchant banking sector, and the latter in that of general finance. In the first few months of last year, Atene further increased its investment in Palladio Finanziaria of which it now holds 98.5% of the share capital. The operation was of crucial importance in that Palladio Finanziaria is an essential base in the North-east for consultancy activities that provide a complex of extraordinary financial operations. In 2001 the merchant banking activities concentrated on risk capital investments of 20.2 million Euros along with disinvestments of 5.2 million Euros. The 2001 financial year closed with a group loss of 1,679 thousand Euros. This result is given by the civil law balance sheet profit of Atene, equal to 272 thousand Euros, and from the consolidation of the profits of the Palladio group, equal to 459 thousand Euros, net of consolidation write-downs of 2,410 thousand Euros. In the overall valuation of the investment it should be born in mind that the subsidiary Palladio Finanziaria recorded a net profit of 16.3 million Euros, up by 248.2% compared with the year before, and that in the month of January Palladio Partecipazioni sold its holding in the Faro company realising very significant capital gains. However Palladio Sviluppo which was constituted in the month of September 2001 closed its balance sheet with a profit of 54 thousand Euros. C LARIS A SSICURAZIONI Sector of activities: Operational base: Percentage of investment insurance agency Piazza G.B. Dall’Armi, 1 – 31044 Montebelluna (TV) 100% thousands of Euros Total assets 2,075 Share capital 52 Shareholders’ equity (excluding the year’s results) 56 Net profit for the period 5 Number of employees 6 The company operates in an insurance environment and its objective is to promote and distribute insurance products of any form to important Italian and foreign companies, by means of the branches of the Group companies and through its own marketing activities, and provides all its customers with an after sales service. 190 In 2001 the overall production was 7.9 million Euros, which is 35% up on 2000 although slightly lower than expected. The company thereby achieved a total stock of about 14 million Euros, and the distribution of this stock amongst the various departments confirmed the size of the “Third Party Motor” section, which at the end of 2001 represented more than 45% of the total, followed by the “single premium life” section with over 25%. The considerable volumes achieved have made Claris Assicurazioni one of the most important agencies in the Veneto region. Moving on to the economic results the Company closed the period more or less breaking even. The commission revenue although increasing was in fact almost completely swallowed up by the costs of the organisational structure and of distribution. The prospects for the current year reveal an increasingly important performance in broking activities carried out by itself that will lead to Claris Assicurazioni achieving total coverage of the operating costs by next year with the revenues generated by its activities. C LARIS B ROKER Sector of activities: insurance broking Operating head office: Percentage of investment Via Serena, 63 – 31044 Montebelluna (TV) 100% thousands of Euros Total assets 2,441 Share capital 150 Shareholders’ equity (excluding the year’s results) 182 Net profit for the period 5 Number of employees 4 The Company joined the Veneto Banca Group on 9 June 2000, and carries out insurance broking activities mainly with the customers provided by the sales network of the Parent Company. The objective of the Company is to maximise the results that can be obtained by an insurance department by using its range of products to attract the best opportunities available on the market and to increase the loyalty of the customers of the Group, by providing a consultancy and insurance management service capable of meeting the complex needs of the companies. In this context the Company is concentrating its dynamic activities by making use of the co-operation of the sales organisation of the Parent Company. Claris Broker has recently completely changed its senior management. It has in fact appointed a new Chairman and also strengthened the quality and quantity of the management, especially in the sales department. In 2001 the year closed more or less breaking even. This result is due to the combined effect of the total revenues going from 352 to 540 thousand Euros, and the simultaneous increase in total costs, which went up from 333 to 508 thousand Euros. 191 The economic results of the period are in line with the size and nature of the current portfolio. The development of activities in terms of both quality and quantity expected in future periods will on the other hand certainly enable growth in profitability. C LARIS V ITA Sector of activities: Operational head office: Percentage of investment Total assets Share capital Shareholders’ equity (excluding the year’s results) Net profit for the period Number of employees life insurance Via Carnia, 26 – 20132 Milan 100% thousands of Euros 1,132,007 39,000 46,391 -1,465 121 During 2001 the Company has seen moments of intense change culminating in the passing of control to Veneto Banca, which took over the management formally on 12 April 2001. With the acquisition of this Company, the Parent Company has launched an important strategy of multi-channel distribution throughout the country, putting a new network of financial promoters supported by the virtual bank alongside the existing network of agents. The Company has been operating in a difficult general situation characterised by the turbulence in the financial markets, which has had a negative effect on financial and insurance operations putting the products with a bigger financial content at risk, and by the loss of the tax benefit of life policies, which has depressed the placement of traditional annual premium products especially. Even the specific context was characterised by problems of an organisational type and the need for a rapid commercial repositioning. In particular the Company has rebranded itself, taking on the new company name of Claris Vita, has set out an ambitious development programme for the next three years, and has launched a broad plan of operations and a process of corporate reorganisation, aimed at strengthening some particularly critical areas and at reviewing others, in order to exercise the widest control of the economic management of the company and a greater commercial efficiency. 2001 shows a negative economic result, due to the unfavourable performance of the overall technical management and a financial management that was not as dynamic as it might have been, which however is understandable in view of the multiple difficulties that were encountered last year. All this was in addition to the increase in operating costs resulting from the important restructuring being carried out. 192 N UOVA F INANZIARIA M EDITERRANEA Sector of activities: Operational head office: Percentage of investment Total assets Share capital Shareholders’ equity (excluding the year’s results) Net profit for the period finance Corso Cavour, 19 – 70121 Bari 25% thousands of Euros 293,690 280,473 284,044 1,348 The Company that was initially the property of the Popular Bank of Bari took the name of Nuova Finanziaria Mediterranea spa during the course of 2001. Subsequently after a suitable increase in share capital and the entry into the company structure by Veneto Banca, with a holding of 25%, and by Compagnia Cattolica di Assicurazioni, with a holding of 15%, the Company acquired the entire share capital of the Nuova Banca Mediterranea spa from the Bank of Rome. The acquisition of this investment by Veneto Banca is part of the plan aimed at the establishment of a banking asset in the South of Italy, which will take the name “Banca Meridiana”. It is planned to develop the operation on two fronts: on the one hand, the acquisition of 29 branches of the Nuova Banca Mediterranea, located in Puglia and Basilica, regions where production facilities are being transferred by companies in the north-east, and on the other hand, the acquisition of a Company, identified as Banca Popolare del Levante scarl, which already has authorisation to carry out banking activities, in which to locate these branches. The means of effecting this second phase of the operation was a public purchase offer for all the shares in the Banca Popolare del Levante, which was concluded successfully on 8 February 2002. The management of the Nuova Finanziaria Mediterranea in 2001 can be divided into two phases. In the period up to November 2001, the activity of the provision of services in favour of the companies of the Popular Bank of Bari Group in the sector of insurance consultancy, of training, and of the creation of integrated projects within the compass of the ex SudBroker Consulting spa took place. Subsequently the company changed its name and its objective to “the acquisition and management of investments and holdings in companies and bodies of a banking extraction”. The economic performance of the period is equal to the addition of the performances of the two activities described. The operations carried out in the first period led to a profit, gross of taxes, of 39 thousand Euros. The profitability from the last part of the period was however 1,358 Euros thanks above all to the dividends from the Nuova Banca Mediterranea. The overall profitability net of taxes was therefore 1,348 thousand Euros. 193 S INTESI 2000 Sector of activities: Operational head office: Percentage of investment services Via Andrea Doria, 31 – 20124 Milan 33.3% Thousands of Euros Total assets 221 Share capital 75 Shareholders’ equity (excluding the year’s results) -41 Loss for the period -260 The Company, constituted with a joint contribution in collaboration with the Popular Banks of Emilia Romagna and Sondrio, closed the 2001 financial year with a loss of 260 thousand Euros, worse than the predictions made at the beginning of the year, mainly due to the performance of the revenues from the provision of services being worse than expected. The costs were in fact maintained within the spending targets as laid down. Considering the unexpected market difficulties, the company is adopting immediate measures to contain costs by means of a central and peripheral rationalisation of the organisation. MAIN STRATEGIC AND DEVELOPMENT GUIDELINES The approval of the new strategic three year plan came in the month of November and represented an important moment in that it showed the strategic change taking place: from local assets with a mainly provincial association the Group is acquiring an increasingly wide outlook also thanks to the adoption of multi-channel growth strategies. The Veneto Banca Group as already described in the report on the balance sheet of the Parent Company intends having a presence, mainly with a traditional type of network, from Lombardy to Friuli, with outlets in Rumania located in the main industrial districts. The coverage of the entire country will however be entrusted to a network made up of insurance agents and financial promoters, supported by the virtual bank via the web site and the call centre. In the central and southern regions this network will also be supported by the traditional banking structures. From an organisational point of view, the Parent Company will carry out functions of strategic targeting, and in particular instances will take action directly. The member companies will however have a distinctly commercial association, with tight central structures connected operationally and functionally to the appropriate sections of the Parent Company. In order to maximise the efficiency of the transmission of the strategic and managerial targeting particular guidelines have been set out. The activity of the Group in its entirety will mainly involve private customers, companies, and local financial bodies, with the objective of meeting the needs of the market by means of offering a range of innovative products and services of the highest quality. 194 SIGNIFICANT POST PERIOD END EVENTS AND OUTLOOK As described more fully in the report on the balance sheet of the Parent Company, to which reference should be made, in the first few months of 2002 certain fundamental steps were taken to create a coverage of the traditional type in Southern Italy. In February the public purchase offer for the shares of the Banca Popolare del Levante was concluded successfully. This Institute will take over 29 branches of the Nuova Banca Mediterranea, currently controlled by Nuova Finanziaria Mediterranea, of which Veneto Banca holds 25% of the share capital. With regards to the investments in Rumania, a Rumanian property company will be constituted dedicated to the management of the local premises. Montebelluna, 19 March 2002 For the Board of Directors The Chairman Dr Flavio Trinca 195 CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2001 197 S TATEMENT OF ASSETS AND LIABILITIES (in Euro thousands) ASSETS 10 Cash and deposits with central banks and post offices 20 Treasury notes and similar securities eligible for re-financing with central banks 30 Loans to banks: (a) on demand (b) other loans 40 Loans to customers of which: - loans on deposits received in administration 50 Bonds and other debt securities: (a) public issuers (b) banks of which: own securities (c) financial companies of which: own securities (d) other issuers 60 Shares, interests and other equity securities 70 Equity investments: a) valued at net worth b) others 80 Equity investments in Group companies: a) valued at net worth b) others 90 Positive consolidation differences 100 Positive net equity method differences 110 Intangible fixed assets of which: - start-up costs - goodwill 120 Tangible fixed assets 150 Other assets 160 Accrued income and pre-paid expenses: a) accrued income b) pre-paid expenses of which: - issue discount on securities Total assets 2000 19,563 13,439 57,151 107,731 33,813 219,804 45,497 62,234 166,164 53,640 2,564,962 784 2,000,787 646 597,428 504,299 184,576 173,442 171,287 166,692 0 224,407 0 132,322 0 15,003 0 33,998 29,413 139,197 98,818 40,379 13,804 61,235 28,201 33,034 45,176 45,176 0 282 282 0 7,015 23,611 6,010 5 0 869 2,158 3,595 3 0 118,843 150,010 27,875 45,433 124,067 15,829 25,746 2,129 13,999 1,830 0 0 3,893,985 DEPUTY CEO CHIEF ACCOUNTANT Armando Bressan (accountant) 198 2001 MANAGING DIRECTOR Vincenzo Consoli (accountant) 3,039,414 LIABILITIES 10 Due to banks: (a) on demand (b) term or with notice 20 Due to customers: (a) on demand (b) term or with notice 30 Securities in issue: (a) bonds (b) certificates of deposit (c) other securities 40 Deposits received in administration 50 Other liabilities 60 Accrued liabilities and deferred income: (a) accrued liabilities (b) deferred income 70 Employee severance pay 80 Reserves for risks and charges: (a) reserves for retirement and similar obligations (b) taxation reserves (c) consolidation reserve for future risks and charges (d) other reserves 90 Credit risk reserves 100 Reserve for general banking risks 110 Subordinated debt 120 Negative consolidation differences 140 Minority interests 150 Share capital 160 Issue premiums 170 Reserves: (a) legal reserve (b) reserve for own shares or quotas (c) statutory reserves (d) other reserves 180 Revaluation reserves 190 Retained earnings (losses) 200 Profit for the period Total liabilities CHAIRMAN Dott., Flavio Trinca 2001 1,044,222 244,283 799,939 2000 650,402 12,442 637,960 1,174,540 1,018,601 155,939 953,838 825,863 127,975 928,276 880,664 47,612 0 823,860 747,878 60,488 15,494 784 135,396 15,936 10,382 5,554 646 168,412 10,247 5,457 4,790 13,637 31,068 13,409 35,080 0 14,997 0 22,592 14 16,057 0 12,488 3,698 13,147 154,956 40 12,886 73,065 165,605 79,326 22,786 0 0 56,540 4,153 6,432 108,456 40 2,121 52,817 109,150 63,999 19,777 0 0 44,222 5,554 0 41,849 5,554 109 30,689 3,893,985 3,039,414 AUDITORS Dott. Fanio Fanti Dott. Bruno Sonego, Dott. Fulvio Zanatta 199 G UARANTEES 10 20 AND C OMMITMENTS Guarantees given of which: - acceptances - other guarantees Commitments of which: - for sales with repurchase obligation DEPUTY CEO CHIEF ACCOUNTANT Armando Bressan (accountant) 200 2001 163,637 2,569 161,068 2000 155,483 2,173 153,310 50,122 0 68,795 0 THE MANAGING DIRECTOR Vincenzo Consoli (accountant) P ROFIT AND LOSS ACCOUNT (in Euro thousands) 10 Interest income and similar revenues of which: - on loans to customers 136,503 - on debt securities 35,662 20 Interest expense and similar charges of which: - due to customers 25,469 - securities in issue 42,468 30 Dividends and other revenues: (a) from shares, interests and other equity securities 1,495 (b) from investments 1,814 (c) from equity investments in Group companies 0 40 Commission income 50 Commission expense 60 Trading profits 70 Other operating income 80 Administrative costs: (a) payroll costs 50,249 of which: - wages and salaries 35,367 - social security charges 9,610 - employee severance pay 1,896 - reserve for retirement and similar charges 1,638 (b) other administrative costs 42,431 90 Adjustments to the value of intangible and tangible fixed assets 100 Provisions for risks and charges 110 Other operating expenses 120 Write-downs of loans and provisions for guarantees and commitments 130 Write-backs from loans and provisions for guarantees and commitments 140 Provisions to loan loss reserves 150 Write-downs of financial fixed assets 160 Write-backs from financial fixed assets 170 Profit/loss from equity investments Valued at net worth 180 Profit before extraordinary items and tax 190 Extraordinary income 200 Extraordinary expenses 210 Extraordinary profit 230 Change in the reserve for general banking risks 240 Income tax for the year 250 Minority interests 260 Profit for the period CHAIRMAN Dott., Flavio Trinca 2001 186,451 2000 139,689 107,224 22,419 89,165 70,325 16,673 35,404 3,309 2,167 845 1,322 0 54,077 14,232 16,111 24,276 92,680 56,800 7,318 12,496 11,713 76,813 44,884 31,241 8,497 1,728 1,922 31,929 20,090 3,953 19 6,290 2,055 152 15,139 10,650 4,141 1,017 0 279 -1,765 50,584 2,521 1,937 584 -6,714 2,524 -81 2,825 555 22 0 448 51,958 3,726 1,127 2,599 -5,165 18,402 -301 41,849 30,689 AUDITORS Dott. Fanio Fanti Dott. Bruno Sonego, Dott. Fulvio Zanatta 201 N OTES TO CONSOLIDATED ACCOUNTS BALANCE SHEET CONTENTS AND FORM The balance sheet consists of the statement of assets and liabilities, the profit and loss account, and the integral notes, along with the Directors’ report on the operational performance as required by Legislative Decree 87/92 that regulates, in application of EEC directives 86/635 and 89/117, the annual consolidated accounts of the banks. The integral notes have the function of providing the illustration and analysis of the balance sheet, and contain the information laid down by the requirements of Legislative Decree 87/92, by provision no. 14 of the Bank of Italy of 16 January 1995, and by other laws. Furthermore all the complimentary indications considered necessary to give a true and correct representation are provided, even if not specifically required. Therefore the following documents are appended to the integral notes: A – table of the variations in the accounts of the shareholders’ equity; B – chart of the Veneto Banca group. The balance sheet is subject to auditing by Reconta Ernst & Young Spa following the instructions given by the shareholders’ meeting for the three-year period 1999-2001. AREA OF CONSOLIDATION Apart from the Parent Company Veneto Banca, the relevant investments indicated in the appropriate table of the integral notes make up the area of consolidation. In this section the changes affecting the boundary defining the area of consolidation are also indicated. CONSOLIDATION PRINCIPLES The main consolidation criteria used are as follows: a) integral consolidation This method consists of the integral acquisition of the aggregates of the statement of assets and liabilities and the profit and loss account of the subsidiaries. After the allocation to minority interests of their share of the equity and the economic results, the book value of the investments consolidated with this method are set against the corresponding fraction of their net equity, as at the date of the 1st consolidation; the balances resulting from this subtraction are entered in the items “positive/negative consolidation differences”. The dividends distributed within the group have been cancelled and allocated to reserve, in that they are already included in the annual results of previous years. The dividends that have been accounted according to applicability have been cancelled as they are already entered in the profit and loss accounts of the companies being consolidated. b) consolidation using the net equity method The investments valued with the net equity method are adjusted to the fraction of the net equity relating to the Group resulting from the balance sheets of the companies invested in at the date of the first consolidation. The adjustment of the value of these investments on the basis of the first consolidation is entered in the items “positive/negative differences in net equity”. The positive consolidation and net equity differences are amortised over 10 years. 202 c) consolidation procedures All subsidiaries that carry out banking or financial activities or that are instrumental to the Group are consolidated with the integral method. Companies, although subsidiary, that do not carry out banking or financial activities and are not instrumental to the Group and associate companies in which the Group has a significant holding are attributed a value equal to their proportion of the net equity, including the results for the period. The prospective balance sheets as at 31 December 2001 of the consolidated companies were made available to their respective Boards of Directors before the approval of the consolidated balance sheet on the part of the Board of Directors of Veneto Banca, and will be submitted for approval by the respective shareholders’ meetings that will take place before that of the Parent Company. d) other consolidation operations The most significant reciprocal debit and credit balances as at 31 December 2001 and the most important financial transactions between the companies included in the area of consolidation have been eliminated. The balance sheets of the consolidated companies drawn up according to schedules that are different from those laid down for the banks have been suitably adjusted. In the event that the net equity that relates to the Group turns out to be negative, a total devaluation of the investment is carried out and the proportion that is not covered by the devaluation is entered in the item “reserve for risks and charges”. e) table of the comparison between the net equity and the profits for the period shown in the balance sheet of the Bank Parent Company and those indicated in the consolidated balance sheet as at 31 December 2001. The reconciliation between the net equity as at 31 December 2001 and the profits for the period which closed on that date as reflected in the consolidated balance sheet and those for the Bank Parent Company is as follows: Net equity Net equity and results for the period, as set out in the Balance sheet for the period of the controlling company 1. differences compared with the tax values of the investments – companies consolidated on a line-by-line basis – companies valued using the net equity method 2. result for the period relating to the group of the companies consolidated on a line-by-line basis invested in 3. amortisation of the positive consolidation differences – goodwill amortisation of companies consolidated on a line-by-line basis – goodwill amortisation of companies consolidated using net equity 4. elision of inter-group dividends Net equity and result of the group for the period Net equity and result of minority interests for the period Net equity and result as set out in the consolidated balance sheet Reserve for credit risks (Item 90) Total net equity and credit risk reserves Net profit for the period 522,283 34,108 -7,375 -1,411 201 -1,765 23,199 23,199 -515 -515 -2,639 -2,639 -10,659 41,930 -81 533,542 12,886 546,428 3,698 550,126 41,849 41,849 203 PART A ACCOUNTING PRINCIPLES The balance sheet was drawn up in compliance with the current legal requirements, with reference to the accounting principles in force in Italy, in order to interpret these in line with the following general valuation principles: • Consistency of valuation: the criteria are applied with consistency over the course of time except where expressly indicated in the sections after these integral notes. • Prevalence of substance over form: where possible the report favours the representation of substance rather than form and the moment of completion of the operations rather than that of drawing up contracts in order to provide a correct representation of the financial situation. • Continuity of the company: the balance sheet valuations were made according to the prospect of the continuity of the activities of the company, that is with reference to forecasts about the operation of said company. • Prudence: the profits are exclusively those realised at the date of the closure of the period except where set out in the specific valuation criteria. Account is also taken of the risks and losses for the year that came to light after the closure of the period. • Allocation: the revenues and charges are shown according to their allocation. • Separate valuation: assets and liabilities within and outside the balance sheet are valued separately, that is not according to a global valuation, except where set out in the following point. • Coherent valuation: assets and liabilities both on and off the balance sheet, when linked together, are valued in a coherent manner, that is using homogeneous criteria. The principles used are set out below and were agreed with the Board of Auditors where required by the regulations. SECTION 1 – ILLUSTRATION OF THE ACCOUNTING PRINCIPLES 1. Loans, guarantees, and commitments Qualitative information about the credit risks The classification of loans as abnormal performance (non-performing, watchlist, restructured, etc...) is based on the allocation criteria laid down by the supervisory regulations. In fact: • Loans are classified as “non-performing” if the borrowers are in a state of insolvency. The presumed realisation value is determined after the valuation of the assets of the borrower and the existing asset and personal guarantees. • Loans are classified as “watchlist” when the borrowers are in a situation of temporary difficulty, that can be resolved in a reasonable period of time. The management of positions with this classification is entrusted to the Legal Service which monitors the progress of the position or the return of the exposure. The presumed realisation value of loans classified as watchlist is determined in a similar manner to non-performing loans. • Loans are classified as “in the process of restructuring” when the party is in debt with a number of banks and has made an application for consolidation. 204 • Loans are classified as “restructured” when they are provided by a number of banks, which, in granting a moratorium on the payment of the debt, are renegotiating the same at lower than market rates. The management of this category is also entrusted to the Legal Service. These loans are valued with the same criteria used for non-performing and watchlist positions. • Loans to parties resident in countries that do not belong to the OECD areas are classified as “unsecured loans to countries at risk”. Valuation criteria of loans The value of the loans entered on the balance sheet, including matured contractual and default interest, is the same as their presumed realisation value. This value is obtained by subtracting from the total amount provided the estimated losses in terms of capital and interest, defined according to specific analysis of the non-performing and watchlist positions and for restructured loans and those in the process of restructuring, and on a lump sum basis for the remaining items. Performing loans to customers, and items on the watchlist due to so-called “physiological risk”, have been subjected to an overall percentage devaluation that is the same for all the positions, determined according to past experience of losses suffered, the market sector to which the customer belongs, the geographical location, and any other factor affecting the positions. The original value of the loans will be restored in subsequent years when the reasons for the write-downs can be seen not to have materialised. The guarantees issued are entered at the total value of the commitment taken on. Securities and exchange bills are entered at term price, as contractually established with the party concerned. Commitments to provide funds to other parties and to customers are entered at the amount to be provided. Loans granted in a definitive manner (on payment) have been removed from the balance sheet and the write-downs or write-backs applied to the profit and loss account according to the difference between the amount received and the value at which they were entered in the balance sheet. 2. “Off-balance-sheet” securities and transactions (other than on currencies) 2.1 Investment securities Securities classified as investment securities, in that they are intended to be used long-term, represent a stable investment for the Company and can be accounted and valued at cost of purchase. After the 1999 financial year the valuation criteria for quoted investment securities were modified in order to get a better picture of the exact asset situation of the company in the balance sheet. The criteria used are as follows: • unlisted investment securities are valued at historic cost; • listed investment securities are valued at cost or the market price given by the arithmetic mean of the prices over the last six months of the year whichever is the lower. The original cost will be restored in subsequent years when the reasons for the write-downs can be seen not to have materialised. 205 2.2 Trading securities Securities not classified as investment securities are valued at cost, determined according to the LIFO [last in first out] method on an annual basis, or the market price given as follows whichever is the lower: • for securities traded on regulated markets, by the arithmetic mean of the prices over the past month; • for unlisted securities, Italian and foreign, by the presumed realisation value obtained by aligning future financial flows with current market rates. The original cost will be restored in subsequent years when the reasons for the write-down can be seen not to have materialised. “Repurchase” operations on securities, that require the recipient to sell back the securities within a certain time, are set out as financial transactions of deposit or commitment. The cost of the supply and the profit from the commitment, made up of the dividend warrants maturing on the securities and the differential between the cash and term price of the same, are entered as applicable in the financial items opened for interest. The issue spreads have been calculated according to the dictates of article 8 of the Legislative Decree of 27/12/1994, making the matured proportion contribute to the formation of the pre-tax profits for the period. 2.3 “Off-balance-sheet” transactions (other than on currencies) The derivative securities are valued as follows: a) derivative securities intended to hedge assets or liabilities or connected with other assets or liabilities or with trading balanced in the balance sheet: • derivative hedging securities, in being at the date of the closure of the period, are valued along with the assets/liabilities hedged or connected with them; • in the course of the year the differentials are accounted accordingly as interest costs or income in the same way as the revenues or costs generated by the assets/liabilities hedged, or on the basis of the duration of the contracts, in the case of connected stock market securities or generic hedging; b) derivative securities connected with trading contracts: • derivative securities whether or not listed on regulated markets are valued at cost or market value whichever is the lower. Only any losses foreseeable against the total of the operations in being at the date of the closure of the period are therefore debited to the profit and loss account as losses from financial operations with “other liabilities” offset; • in the course of the year the differentials are entered in the item “profits (losses) from financial operations”; c) listed and unlisted fixed asset derivative securities intended to hedge balance sheet assets or liabilities: • listed and unlisted fixed asset derivative securities are however valued at cost with obligation to devalue in the case of long-term deterioration of the solvency of the other party as well as the capacity to repay the debt on the part of the country of residence (country at risk); • in the course of the year the differentials are entered accordingly as interest costs or income in the same way as the revenues or costs generated by the assets/liabilities hedged, or on the basis of the duration of the contract, in the case of connected stock market securities or generic hedging; 206 d) the premiums paid or collected against the trading of options are suspended by entering them as “other assets” or “other liabilities” respectively. These premiums are debited or credited to the profit and loss account in the event that the option is not exercised. The value of the premium for exercised options on securities is added or subtracted from the cost or revenue of the security being bought or sold. e) the “off-balance-sheet” operations on securities are calculated with the same criteria as for the “trading securities”. Operations on “off-balance sheet” securities connected together or connected with portfolio securities are valued in a coherent manner. 2.4 Broking contracts on behalf of customers The commissions are entered in the period when the contract is drawn up, while the differentials on premiums are entered according to their duration. 3. Investments According to article 18, paragraph 1, of Legislative Decree no. 87/1992, investments are valued according to the criterion of purchase cost determined on the basis of the purchase or underwriting price or the value attributed at the time of conferment. Investments are devalued if losses are held to be longterm according to the next paragraph no. 2, second part, of the above-mentioned article 18. In the event that the value entered on the balance sheet of the investments in subsidiaries or associates is greater than the corresponding proportion of net equity, then this is justified by the cost sustained at the moment of acquisition by way of goodwill or as a recognition of the greater value of the assets over the book values. The dividends and the relative tax credit are entered in the period in which they are collected. 4. Assets and liabilities in currencies (including “Off-balance-sheet” operations) Operations in currencies are entered at the time of their completion. Cash assets, liabilities, and “off-balance-sheet” operations in currencies are converted into Euros at the exchange rates at the end of the period that for the “in” currencies correspond to parity; the effect of this valuation is applied to the profit and loss account. “Off-balance-sheet” term operations are valued: • in the case of hedging, at the exchange rate at the end of the period; the differentials between term and cash exchange rates for these operations are entered in the profit and loss account according to the time that the interest produced by the assets or liabilities hedged is recorded; • in the case of trading, at the corresponding term exchange rates in force at the end of the period. The investments in currencies are maintained at the historic rate of acquisition while the investment and trading securities in currencies are revalued or devalued at the exchange rate at the end of the year. The costs and revenues in currencies are shown at the exchange rate in force at the time of entry. 207 5. Tangible fixed assets These are entered at purchase cost, including the accessory charges incurred, adjusted for certain assets in application of specific laws of monetary revaluation; the amount entered on the balance sheet is obtained by subtracting the adjustments made from the book value defined in this way. Tangible fixed assets are amortised in every period according to constant proportions on the basis of the economical/technical quotas, according to the residual potential use of the assets. This criterion is in line with the quotas allowed for tax purposes. The maintenance and repair costs that do not involve an increase in the value of the assets are debited to the profit and loss account for the period, while those that do cause an increase are capitalised by attributing them to the specific technical fixed assets to which they refer. 6. Intangible fixed assets These are entered at purchase cost, including accessory charges, and are amortised systematically according to their potential use. The cost of rebuilding premises that are not owned, used on the basis of lease contracts, is entered under assets following the consent of the Board of Auditors. 7. Other aspects Other credits and debits The other credits and debits are shown at nominal value. For the former this means the presumed realisation value. Accruals and prepayments Quotes of costs and revenues, that apply to more than one period, are entered in these items in order to comply with the principle of temporal applicability. They are calculated for interest by taking account of the rates that govern individual agreements, and for costs and revenues by taking account of certain elements that apply to them. Some have been applied directly to be added to the statement of liabilities, in that this representation is more appropriate technically. Deposits received in administration These represent the debt at the end of the period from third party mandators. This debt is according to: • nominal value for cash and bank balances credited by the mandators and committed on their account; • increments matured in the period and in previous periods following the administration of these liquid assets. The increases are represented by the difference between the revenues matured and the costs sustained by said administration; • reductions for drawings made by the mandators of previously credited liquid assets. Employee termination indemnity reserve The item reflects, net of advances, the indemnities matured in favour of personnel employed at the date of the closure of the period, determined according to Law no. 297 of 29 May 1982. 208 Reserves for risks and charges The reserve for taxes consists of allocations made against current and deferred tax liabilities as well as the risk of any dispute in court. The allocation for current taxes represents a reasonable prediction of the charges arising out of the results for the period determined on the basis of the tax regulations currently in force. The deferred tax liability is given by applying the “balance sheet liability method” laid down by IAS 12 in compliance with the specific requirements set out by the Bank of Italy. In particular the tax reserves include the liability for deferred taxes that originated from any temporary taxable differences that are considered likely to apply. There is no allocation for deferred taxes against reserve assets held in suspension of tax in that, at the present time, it is not considered that any operations will take place that will involve such taxes. In compliance with the requirements of the Bank of Italy, no allocation for deferred taxes is made against the write-downs or the allocations made exclusively for tax purposes. Any credit for advance taxes arising out of temporary deductible differences whose recovery can reasonably be considered certain on the basis of expected future taxable revenue is entered under other assets. Other reserves Other reserves are allocated to meet losses on guarantees issued and on other commitments taken on, as well as liabilities, that are certain or probable, but whose amount or timing cannot be determined at the closure of the period or the drawing-up of this balance sheet. Credit risk reserve The reserve represents the prudent coverage of loans for default interest where there is any risk of failure to collect. The allocation provides the benefit of tax concessions. General banking risk reserve This reserve is intended to cover the general company risk and therefore comes under net equity. Subordinated debt The value entered on the balance sheet corresponds to the nominal value of the loan. Inventory of consumer goods The end of period inventories of printing, stationery items, and advertising material are valued by applying the latest price for goods of this sort to the remaining stock. These inventories are shown in the item “other assets”, offset financially by a reduction in “administrative costs”. 209 SECTION 2 – FISCAL WRITE-DOWNS AND ALLOCATIONS 2.1 Write-downs made exclusively in application of tax legislation No such write-down has been made. 2.2 Allocations made exclusively in application of tax legislation Making use of the concessions provided by article 71, paragraph 6, of Presidential Decree no. 917 of 22 December 1986, 554 thousand Euros were allocated to the credit risk reserve for the default interest matured in the period for which a full recovery is expected and which is summarised as follows: Allocation to credit risk reserve (of which 554 thousand is on default interest) Theoretical tax charge Net effect Current period Previous period Total 661 213 448 3,037 1,245 1,792 3,698 1,458 2,240 The theoretical tax charge set out in the table refers to the total balance at the end of the period and is determined as follows: Corporate income tax: Local production tax: 210 at the rate of 34.92% average rate for two years 2001/2002 equal to 4.50% PART B - N OTES TO THE C ONSOLIDATED B ALANCE S HEET SECTION 1 - LOANS 1.1 Details of item 30 “loans to banks” a) b) c) d) loans to central banks effects of refinancing at central banks REPOS security lending 31/12/2001 20,492 0 2,103 0 31/12/2000 21,007 0 0 0 31/12/2001 22,522 0 0 31/12/2000 18,590 4,800 0 1.2 Details of item 40 “loans to customers” a) effects of refinancing at central banks b) REPOS c) security lending 1.3 Guaranteed loans to customers a) mortgages b) against: 1 - cash deposits 2 - securities 3 - other c) guaranteed by: 1 - Countries 2 - other public bodies 3 - banks 4 - other operators Total 31/12/2001 577,106 54,105 31/12/2000 460,314 37,453 16,589 37,384 132 8,923 28,458 72 613,879 507,479 0 2,515 19,043 592,321 0 55 11,875 495,549 1,245,090 1,005,246 1.4 Non-performing loans (including default interest) a) capital b) interest Total 31/12/2001 30,499 3,512 34,011 31/12/2000 23,609 3,865 27,474 31/12/2001 3,512 841 4,353 31/12/2000 3,865 583 4,448 1.5 Loans for default interest a) non-performing loans b) other loans Total 211 1.6 Loan situation according to fund as at 31/12/2001 Banks Category A. Doubtful loans A.1 Non-performing A.2 Watchlist A.3 Loans in the process of restructuring A.4 Restructured loans A.5 Unsecured loans to countries at risk B. Performing loans Gross exposure 0 0 0 0 0 0 Overall write-downs 0 0 Net exposure 0 0 0 0 0 0 0 0 0 0 107,731 0 107,731 1.7 Loan situation according to fund as at 31/12/2001 general customers Category Gross exposure 95,640 51,024 29,153 A. Doubtful loans A.1 Non-performing A.2 Watchlist A.3 Loans in the process of restructuring 0 A.4 Restructured loans 3,905 A.5 Unsecured loans to countries at risk 11,558 B. Performing loans 2,500,440 Overall write-downs 20,594 17,013 2,605 0 156 Net exposure 75,046 34,011 26,548 0 3,749 820 10,738 10,524 2,489,916 1.8a Trend of doubtful loans to Banks NonReasons/Categories performing A. Initial gross exposure as at 31/12/2000 0 A.1 of which for default interest 0 B. Increases 0 B.1 Inflows from performing loans 0 B.2 Default interest 0 B.3 Transfers from other doubtful loan categories 0 B.4 Other increases 0 C. Decreases 0 C.1 Outflows to performing loans 0 C.2 Cancellations 0 C.3 Payments 0 C.4 Realisation on disposals 0 C.5 Transfers to other doubtful loan categories 0 C.6 Other decreases 0 D. Gross final exposure as at 31/12/2001 0 D.1 of which for default interest 0 212 Loans in course of Watch- restructlist uring Unsecured Restruc- loans to tured countries loans at risk 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2,420 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2,420 2,420 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1.8b Trend of doubtful loans for general customers Loans in course of Watch restructlist uring NonReasons/Categories performing A. Initial gross exposure as at 31/12/2000 42,982 A.1 of which for default interest 4,644 B. Increases 21,366 B.1 Inflows from performing loans 2,118 B.2 Default interest 564 B.3 Transfers from other doubtful loan categories 11,058 B.4 Other increases 7,626 C. Decreases 13,324 C.1 Outflows to performing loans 0 C.2 Cancellations 6,924 C.3 Payments 6,391 C.4 Concessions 9 C.5 Transfers to other doubtful loan categories 0 C.6 Other decreases 0 D. Final gross exposure as at 31/12/2001 51,024 D.1 of which for default interest 4,367 Unsecured Restruc- loans to tured countries loans at risk 13,209 0 33,348 0 0 0 4,508 0 706 17,661 0 0 31,831 826 0 0 0 0 0 0 0 691 17,404 165 62 6,119 0 0 0 0 0 0 0 0 0 706 1,309 0 0 1,309 0 0 0 6,103 6,103 0 0 0 11,058 0 0 0 0 0 0 0 29,153 0 0 0 3,905 0 11,558 0 Unsecured Restruc- loans to tured countries loans at risk Performing loans 1.9a Trend of overall write-downs - Banks NonReasons/Categories performing A. Overall initial write-downs as at 31/12/2000 0 A.1 of which for default interest 0 B. Increases 0 B.1 Write-downs 0 B.1.1 of which for default interest 0 B.2 Use of the credit risk reserve 0 B.3 Transfers fromother loan categories 0 B.4 Other increases 0 C. Decreases 0 C.1 Write-backs From valuation 0 C.1.1 of which for default interest 0 C.2 Write-backs from collection 0 C.2.1 of which for default interest 0 C.3 Cancellations 0 C.4 Transfers to other loan categories 0 C.5 Other decreases 0 D. Final overall adjustments as at 31/12/2001 0 D.1 of which for default interest 0 Loans being Watch restruclist tured 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 363 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 363 0 0 0 0 0 0 0 0 0 363 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 213 1.9b Trend of overall write-downs – general customers NonReasons/Categories performing A. Overall initial write-downs as at 31/12/2000 15,508 A.1 of which for default interest 762 B. Increases 6,838 B.1 Write-downs 4,059 B.1.1 of which for default interest 107 B.2 Use of the credit risk reserve 0 B.3 Transfers from other loan categories 75 B.4 Other increases 2,704 C. Decreases 5,333 C.1 Write-backs From valuation 483 C.1.1 of which for default interest 74 C.2 Write-backs from collection 213 C.2.1 of which for default interest 7 C.3 Cancellations 4,637 C.4 Transfers to other loan categories 0 C.5 Other decreases 0 D. Final overall adjustments as at 31/12/2001 17,013 D.1 of which for default interest 855 Loans being Watch restruclist tured Nonguaranteed Restruc- loans to tured countries loans at risk Performing loans 638 0 0 2,587 4,002 0 2,646 2,526 0 0 0 0 156 52 0 0 0 0 8,693 8,000 0 0 0 0 0 0 0 0 0 0 0 120 679 0 0 0 0 104 0 0 0 1,767 0 693 2,171 21 0 0 1,767 0 0 0 0 0 0 31 0 0 0 0 0 60 0 0 0 0 0 0 0 2,171 75 492 0 0 0 0 0 0 0 0 2,605 0 156 820 10,524 0 0 0 0 0 Composition of item 10 “Cash and liquid assets at central banks and post offices” Notes and coins Post office current accounts Total 31/12/2001 19,563 0 19,563 31/12/2000 13,011 428 13,439 31/12/2001 20,492 45,966 38,226 3,045 2 107,731 31/12/2000 21,007 183,875 13,076 1,843 3 219,804 Composition of item 30 “Loans to banks” Loans to the issuing bank Deposits at banks Current accounts for services rendered Financing Other arrangements Total 214 Composition of item 40 “Loans to customers” Current accounts Import-export finance Discounted portfolio Mortgage loans Non-mortgage loans Other grants Non-performing loans Loans for factoring operations Other loans Lump sum devaluations for countries at risk Total 31/12/2001 896,172 413,796 54,945 486,771 75,025 557,761 34,011 45,698 1,603 -820 2,564,962 31/12/2000 614,155 474,770 48,347 388,422 51,271 351,501 27,474 38,890 5,957 0 2,000,787 SECTION 2 - SECURITIES 2.1 Investment securities Items/Values 1. Debt securities 1.1 Government securities – listed – unlisted 1.2 Other securities – listed – unlisted 2. Variable-yield capital – listed – unlisted Totals Balance sheet value 140,259 9,471 9,471 0 130,788 10,736 120,052 11,054 3,477 7,577 151,313 Market value 133,643 9,471 9,471 0 124,172 10,736 113,436 7,664 2,987 4,677 141,307 2.2 Annual variations in investment securities A. B. C. D. Initial amounts Increases B1. Purchases B2. Write-backs B3. Transfers from trading portfolio B4. Other variations Decreases C1. Sales C2. Refunds C3. Write-downs of which: – long-term devaluations C4. Transfers to trading portfolio C5. Other variations Final inventories 76,701 124,317 23,528 518 100,000 271 49,705 49,109 0 0 0 0 596 151,313 215 2.3 Trading securities Items/Values 1. Debt securities 1.1 Government securities – listed – unlisted 1.2 Other securities – listed – unlisted 2. Variable-yield capital – listed – unlisted Totals Balance sheet value 513,895 219,842 219,842 0 294,053 109,598 184,455 18,784 18,784 0 532,679 Market value 515,706 220,040 220,040 0 295,666 110,220 185,446 18,931 18,931 0 534,637 2.4 Annual variations in trading securities A. B. C. D. Initial amounts Increases B1. Purchases - Debit securities + Government securities + other securities - Variable-yield capital B2. Write-downs and revaluations B3. Transfers from investment portfolio B4. Other variations Decreases C1. Sales and refunds - Debit securities + Government securities + other securities - Variable-yield capital C2. Write-downs C3. Transfers to investment portfolio C4. Other variations Final inventories 475,215 3,015,529 3,007,885 2,900,374 1,110,129 1,790,245 107,511 102 0 7,542 2,958,065 2,847,263 2,754,295 1,017,166 1,737,129 92,968 9,855 100,000 947 532,679 The investment and trading securities of the Bank are classified in the balance sheet as follows: – Treasury and similar securities that can be refinanced at central banks (item 20) – Bonds and other debt securities (item 50) – Stocks, shares, and other variable-yield securities (item 60) Total of which: – Investment securities – Trading securities 216 31/12/2001 31/12/2000 57,151 597,428 33,813 504,299 29,413 683,992 13,804 551,916 151,313 532,679 76,701 475,215 SECTION 3 - INVESTMENTS 3.1 Important investments Name Head Office Companies included in the consolidation A.1 integral method 1. Veneto Banca Montebelluna 2. Claris Factor spa Montebelluna 3. Veneto Ireland Financial Services Ltd. Dublin 4. Banca Italo-Romena spa Treviso 5. Banca di Bergamo spa Bergamo 6. Claris leasing spa Treviso A.2 proportional method B. Investments valued according to shareholders’ equity 1. Claris Assicurazioni srl Montebelluna 2. Claris Broker spa Montebelluna 3. Claris Vita spa Milan 4. Sintesi 2000 srl Milan 5. Atene srl Vicenza 6. Nuova Finanziaria Mediterranea spa Bari C. Other significant investments Investment % proportion availability of Consolidated company votes in balance % shareholders sheet invested in meeting values Type of arrangement (1) Net equity Profit (loss) 1 1 522,283 5,183 34,108 752 A1.1 100 100 xxx 1 1 1 1 149,206 31,836 26,094 19,772 22,206 448 94 -228 A1.1 100 A1.1 92.308 A1.1 60 A1.A 100 100 92 60 100 xxx xxx xxx xxx 1 1 1 8 8 62 188 44,927 -41 82,411 5 5 -1,465 -260 -1,679 A1.1 100 A1.1 100 A1.1 100 A1.1 33.33 A1.1 33.33 100 100 100 33.33 33.33 62 188 44,927 0 27,467 1 285,392 1,348 25 71,350 A. A1.1 25 (1) Type of arrangement: 1 = control according to art. 2359 Civil Code, para. 1. n. 1 (majority of voting rights in shareholders’ general meeting) 2 = control according to art. 2359 Civil Code, para. 1. n. 2 (dominant influence in shareholders’ general meeting) 3 = control according to art. 23 Amalgamated Law, para. 2, n. 1 (agreements with other share-holders) 4 = other forms of control 5 = sole administrator according to art. 26, para. 1, of the “decree” 6 = sole administrator according to art. 26, para. 2, of the “decree” 7 = joint control 8 = associate company 217 3.2 Assets and liabilities with group companies a) Assets 1. loans to banks of which: subordinated 2. loans to other financial institutions of which: subordinated 3. loans to other customers of which: subordinated 4. bonds and other debt securities of which: subordinated b) Liabilities 1. due to banks 2. due to other financial institutions 3. due to other customers 4. securities issued 5. subordinated debt c) Guarantees and commitments 1. guarantees issued 2. commitments 31/12/2001 31/12/2000 0 0 0 0 97 0 0 0 0 0 0 0 0 0 0 0 0 0 9,754 0 0 0 0 3,118 0 0 28,949 3,933 42,305 0 3.3 Assets and liabilities with companies invested in (other than group companies) a) Assets 1. loans to banks of which: subordinated 2. loans to financial institutions of which: subordinated 3. loans to other customers of which: subordinated 4. bonds and other debt securities of which: subordinated b) Liabilities 1. due to banks 2. due to financial institutions 3. due to other customers 4. securities issued 5. subordinated debt c) Guarantees and commitments 1. guarantees issued 2. commitments 31/12/2001 31/12/2000 6,386 0 25,881 0 1,158 0 972 0 68,168 0 30,043 0 171 0 51,098 0 108,201 48 14 0 0 76,656 15,614 13 0 0 0 7,375 0 3,509 31/12/2001 31/12/2000 20,185 7,674 20,185 7,445 4,052 99,713 0 3,066 4,699 2,874 139,197 0 30,539 61,235 3.4 Composition of item 70 “investments” a) in banks 1. listed 2. unlisted b) in financial institutions 1. listed 2. unlisted c) other 1. listed 2. unlisted Total 218 3.5 Composition of item 80 “investments in group companies” a) in banks 1. listed 2. unlisted b) in financial institutions 1. listed 2. unlisted c) other 1. listed 2. unlisted Total 31/12/2001 31/12/2000 0 0 0 0 0 0 0 0 0 45,176 45,176 0 282 282 3.6 Annual variations in investments 3.6.1 Investments in group companies A. B. C. D. E. F. Initial amounts Increases B1. Purchases B2. Write-backs B3. Revaluations B4. Other variations Decreases C1. Sales C2. Write-downs of which: long-term devaluations C3. Other variations Final inventories Total revaluations Total write-downs 282 385,692 148,943 0 0 236,749 340,798 25,823 0 0 314,975 45,176 0 0 3.6.2 Other investments A. B. C. D. E. F. Initial amounts Increases B1. Purchases B2. Write-backs B3. Revaluations B4. Other variations Decreases C1. Sales C2. Write-downs of which: long-term devaluations C3. Other variations Final inventories Total revaluations Total write-downs 61,235 183,772 82,231 0 0 101,541 105,810 5,014 0 0 100,796 139,197 0 0 219 SECTION 4 – TANGIBLE AND INTANGIBLE FIXED ASSETS 4.1 Annual variations in tangible fixed assets A. Initial amounts B. Increases B1. Purchases B2. Write-backs B3. Revaluations B4. Other variations C. Decreases C1. Sales C2. Write-downs: a) amortisation b) long-term devaluations C3. Other variations D. Final inventories E. Total revaluations F. Total write-downs: a) amortisation b) long-term devaluations Property 33,766 Furniture 11,666 Total 45,432 60,038 0 0 12,144 32,726 0 0 1,336 92,764 0 0 13,480 0 1,025 1,025 6,875 0 16,063 83,010 5,165 6,821 0 2,049 35,833 0 13,696 0 18,112 118,843 5,165 18,663 0 37,571 0 56,324 0 Amortisation is calculated according to the method described in the valuation criteria, applying the quotas laid down by the current regulations. 4.2 Annual variation in intangible fixed assets A. B. C. D. E. F. Initial amounts Increases B1. Purchases B2. Write-backs B3. Revaluations B4. Other variations Decreases C1. Sales C2. Write-downs: a) amortisation b) long-term devaluations C3. Other variations Final inventories Total revaluations Total write-downs: a) amortisation b) long-term devaluations 3,595 5,397 2,742 0 0 2,655 2,982 0 2,822 0 160 6,010 0 6,857 0 Intangible fixed assets are a charge over several years and, net of the amortisation applied to the accounts, amount to 6,010 million Euros, made up as follows: Software purchase costs Costs of rebuilding premises not owned Other charges over several years Total 220 754 2,660 2,596 6,010 SECTION 5 – OTHER ITEMS IN ASSETS 5.1 Composition of item 150 “other assets” Loans to the Treasury Outstanding and dishonoured cheques and securities Loans through options Derivative transactions Security transactions to be settled in customer a/cs Portfolio transactions to be settled Foreign transactions to be settled Advances against suppliers’ invoices Tax collection lists - remainders Current account cheques suspended Current account cheques drawn on third parties Loans to customers for commission to be collected Reconciliation agreement balances with subsidiaries Items to be settled by proxy procedure Off-balance-sheet transactions offset valuations Other loans Total 31/12/2001 53,723 216 3,382 4,084 712 7,197 17,234 1,217 4 230 29,177 4,600 0 7,991 331 19,912 150,010 31/12/2000 25,951 221 5,215 34,938 992 3,992 10,053 1,842 5 177 18,683 2,734 475 8,596 0 10,193 124,067 5.2 Composition of item 160 “accrued income and pre-paid expenses” Accrued income through – Interest income on securities – Interest on loans to customers – Interest income from banks – Transaction differences on interest rate swaps – others Total accrued income Pre-paid expenses on – Insurance premiums – Other costs not relating to the period Total pre-paid expenses Total accrued income and pre-paid expenses 31/12/2001 31/12/2000 13,911 5,540 852 5,418 25 25,746 6,161 5,456 796 1,586 0 13,999 153 1,976 2,129 27,875 440 1,390 1,830 15,829 Accrued income and pre-paid expenses are calculated according to financial applicability. 5.3 Write-downs of accrued income and pre-paid expenses a) items in assets b) items in liabilities 31/12/2001 0 0 31/12/2000 0 0 31/12/2001 0 13,000 76,012 31/12/2000 0 0 0 5.4 Distribution of subordinated assets a) loans to banks b) loans to customers c) bonds and other debt securities 221 SECTION 6 - RECEIVABLES 6.1 Details of item “due to banks” a) REPOS b) loan of securities 31/12/2001 2,103 0 31/12/2000 0 0 31/12/2001 124,833 0 31/12/2000 111,893 0 31/12/2001 73,020 934,915 36,287 1,044,222 31/12/2000 9,245 535,112 106,045 650,402 6.2 Details of item “due to customers” a) REPOS b) loan of securities Composition of item 10 “due to Banks” Current accounts for services rendered Deposits Financing Total Composition of items 20 “due to customers” and 30 “securities issued” Due to customers: – current accounts – savings deposits – other agreements – factoring operations – REPOS Securities issued: – bonds – deposit certificates – discount of commercial cards Total 31/12/2001 31/12/2000 930,485 107,827 2,821 8,573 124,834 726,171 110,327 0 5,448 111,892 880,664 47,612 0 2,102,816 747,878 60,488 15,494 1,777,698 Composition of item 40 “deposits received in administration” Deposits received from: State Treasury Veneto Sviluppo spa Total 222 31/12/2001 106 678 784 31/12/2000 142 504 646 SECTION 7 - RESERVES 7.1 Composition of item 90 “credit risk reserves” 31/12/2001 3,189 509 3,698 Credit risk reserve for default interest Credit risk reserve Total 31/12/2000 3,527 626 4,153 7.2 Variations over the period in “credit risk reserves” (item 90) A. B. C. D. Initial amounts Increases B1. Allocations B2. Other variations Decreases C1. Drawings C2. Other variations Final balances 4,153 661 661 0 1,116 331 785 3,698 7.3 Composition of sub-item 80 d) “reserves for risks and charges: other reserves” Other reserves: 31/12/2001 1,816 358 13,883 16,057 Various reserves – social security charges Reserves for rebuilding costs Reserves for risks and charges Total 31/12/2000 1,898 480 10,110 12,488 Variations in item 80 “reserves for risks and charges” Balance as at 31/12/2000 a) Reserves for retirement and similar obligations 0 b) Taxation reserves 22,592 c) Consolidation reserve for future risks and charges 0 d) Other reserves: 1 - various reserves – social security 1,898 2 - reserves for rebuilding costs 480 3 - reserves for risks and charges 10,110 Total 12,488 Total reserves for risks and charges 35,080 (Draw) Allocations Balance as at 31/12/2001 0 21,863 0 14,268 0 14,997 0 14 14 1,898 1,816 1,816 454 332 358 448 2,800 4,221 6,369 13,883 16,057 24,663 20,651 31,068 223 Variations in item 70 “employee severance pay” Balance as at 31/12/2000 Drawings for indemnities met during the period Advances made according to the law and contractual agreements 11% replacement tax on severance pay revaluation according to Legislative Decree 168/2001 Allocation during the period Balance as at 31/12/2001 13,409 -1,114 -685 -41 2,068 13,637 Deferred tax liability A. Assets from advance taxes 1. Initial amount 2. Increases 2.1 Advance taxes arising during the period 2.2 Other increases 3. Decreases 3.1 Advance taxes cancelled during the period 3.2 Other decreases 4. Final amount B. Liabilities from deferred taxes 1. Initial amount 2. Increases 2.1 Deferred taxes arising during the period 2.2 Other increases 3. Decreases 3.1 Deferred taxes cancelled during the period 3.2 Other decreases 4. Final amount 5,863 2,075 2,035 40 1,229 1,169 60 6,709 98 12 12 0 40 -40 0 70 SECTION 8 – SHARE CAPITAL, RESERVES, FUND FOR GENERAL BANKING RISKS, AND SUBORDINATED DEBT Composition of the shareholders’ equity and the subordinated debt Item item 100 item 110 item 120 item 130 item 140 item 150 item 160 item 170 Description 31/12/2001 Reserve for general banking risks 13,147 Subordinated debt 154,956 Negative consolidation differences 40 Negative shareholders’ equity differences 0 Minority interests 12,886 Share capital 73,065 Issue premiums 165,605 Reserves: 79,326 a) legal reserve 22,786 b) reserve for own shares or quotas 0 c) statutory reserves 0 d) other reserves 56,540 item 180 Revaluation reserves 5,554 item 190 Retained earnings 0 item 200 Profit for the period 41,849 Total shareholders’ equity 546,428 224 31/12/2000 6,432 108,456 40 0 2,121 52,817 109,150 63,999 19,777 0 0 44,222 5,554 109 30,689 379,367 The movement of the items making up the shareholders’ equity is provided in appendix A. Composition of item 100 “fund for general banking risks” Fund for general banking risks 31/12/2001 13,147 31/12/2000 6,432 31/12/2001 154,956 31/12/2000 108,456 Composition of item 110 “subordinated debt” Subordinated debt Composition of item 120 “negative consolidation differences” Negative consolidation differences 31/12/2001 40 31/12/2000 40 31/12/2001 12,886 31/12/2000 2,121 31/12/2001 73,065 31/12/2000 52,817 31/12/2001 165,605 31/12/2000 109,150 Composition of the item 140 “minority interests” Minority interests Composition of the item 150 “share capital” Share capital Composition of the item 160 “issue premiums” Issue premiums Composition of the item 170 “reserves” a) legal reserve b) reserve for own shares or quotas c) statutory reserves d) other reserves: – extraordinary reserve reserves from consolidation – taxed reserve – taxed reserve article 4 Law 823/73 – capital gain reserve from easement granted by Law 218/90 – reserve for purchase of shares – reserve for merger surplus – special reserve Legal Decree 153/99 31/12/2001 22,786 31/12/2000 19,777 0 0 56,540 0 0 44,222 46,439 3,241 3 100 37,124 898 3 100 1,796 4,132 0 829 1,796 4,132 169 0 225 Composition of item 180 “revaluation reserve” Revaluation reserve: – Law no. 576/75 – Law no. 72/83 – Law no. 413/91 31/12/2001 5,554 31/12/2000 5,554 327 3,226 2,001 327 3,226 2,001 Composition of item 190 “retained earnings” Retained earnings 31/12/2001 0 31/12/2000 109 31/12/2001 41,849 31/12/2000 30,689 Composition of item 200 “profit for the period” Profit for the period Composition of items under assets relating to share capital Item Description item 110 Capital underwritten but not paid up item 120 Own shares or quotas 31/12/2001 0 0 31/12/2000 0 0 8.2 Capital and prudential requirements 31/12/2001 31/12/2001 A. Capital for regulatory purposes A.1 Tier 1 capital A.2 Tier 2 capital A.3 Items to be deducted A.4 Capital for regulatory purposes B. Prudential regulatory requirements B.1 Credit risks B.2 Market risks of which – trading portfolio risks Exchange rate risks B.2.1 3rd level subordinated loans B.3 Other prudential requirements B.4 Total prudential requirements C. Risk assets and regulatory coefficients C.1 Weighted risk assets C.2 Tier 1 capital/weighted risk assets C.3 Capital for regulatory purposes/ eighted risk assets 226 333,422 153,294 0 486,716 243,829 8,310 8,310 0 0 0 252,139 3,151,738 0.11 0.15 SECTION 9 – OTHER ITEMS IN LIABILITIES 9.1 Composition of item 50 “other liabilities” Due to the Treasury Currency spread on portfolio transactions Various transactions to be settled Foreign transactions to be settled in customer accounts Items relating to treasury services Items relating to securities service Derivative transactions Due for options Portfolio transactions to be settled Sums available to customers for network discounts Off-balance-sheet transactions offset valuations Various other items Total 31/12/2001 8,363 30,382 6,355 31,804 18 226 4,213 1,268 2,786 16,724 19 33,238 135,396 31/12/2000 6,106 19,805 5,783 7,464 143 100,216 10 4,187 3,150 8,343 100 13,105 168,412 9.2 Composition of item 60 “accrued liabilities and deferred income” Accrued liabilities for – Interest charges from agreements with customers – Interest on REPOS – Interest charges from agreements with banks – Securities transactions – Other Total accrued liabilities Deferred income on – Interest income on portfolio transactions – Commission income on signature commitments – Commission income from factoring – Differentials on foreign term transactions – Other Total deferred income Total accrued liabilities and deferred income 31/12/2001 31/12/2000 4,685 460 3,926 1,173 138 10,382 0 705 2,531 2,127 94 5,457 2,415 191 74 1,053 1,821 5,554 15,936 3,881 236 46 459 168 4,790 10,247 9.3 Write-downs for accrued liabilities and deferred income Write-downs for accrued liabilities and deferred income allocated directly to the appropriate capital accounts can be summarised as follows: a) items in liabilities: 1. accruals for interest charges: – on bonds – on deposit certificates b) items in assets Total 31/12/2001 31/12/2000 10,063 1,474 0 11,537 9,379 7,266 0 16,645 227 SECTION 10 – GUARANTEES AND COMMITMENTS 10.1 Composition of item 10 “guarantees issued” a) guaranteed loans of a commercial nature b) guaranteed loans of a financial nature c) pledged assets Total 31/12/2001 102,064 61,573 0 163,637 31/12/2000 83,553 71,930 0 155,483 31/12/2001 38,534 11,588 50,122 31/12/2000 64,070 4,725 68,795 31/12/2001 31/12/2000 25,000 25,823 45,000 0 10,100 80,100 0 25,823 31/12/2001 0 295,700 31/12/2000 0 307,721 10.2 Composition of item 20 “commitments” a) commitments to provide funds for known use b) commitments to provide funds for uncertain use Total 10.3 Pledged assets of own debts Bank of Italy – securities in guarantee of day to day anticipation Bank of Italy – securities in guarantee of Euro pre-supply Fixed deposit for Public Purchase Offer for Banca Popolare del Levante Total 10.4 Asset margins that can be used on lines of credit a) central banks b) other banks 228 10.5 Term transactions Categories of transaction 1. Buying and selling 1.1 Securities – purchases – sales 1.2 Currencies – currency against currency – purchases against Euro – sales against Euro 2. Deposits and loans – to provide – to receive 3. Derivative contracts 3.1 With exchange of capital a) securities – purchases – sales b) currencies – currency against currency – purchases against Euros – sales against Euros c) other stocks – purchases – sales 3.2 Without exchange of capital a) currencies – currency against currency – purchases against Euro – sales against Euro b) other stocks – purchases – sales helding 0 0 0 0 0 0 0 0 0 0 0 379,616 11,362 11,362 11,362 0 0 0 0 0 0 0 0 368,254 0 0 0 0 368,254 204,664 163,590 trading 327,533 8,105 5,977 2,128 319,428 11,987 176,865 130,576 22,269 19,351 2,918 1,017,726 585,315 424,947 216,769 208,178 160,368 6,464 60,800 93,104 0 0 0 432,411 0 0 0 0 432,411 96,321 336,090 other 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 trading 20,000 0 20,000 20,000 0 0 0 other 0 0 0 10.6 Derivative contracts on loans Categories of transaction 1. Protection purchases 1.1 With exchange of capital 1.2 Without exchange of capital – credit default product 2. Protection sales 2.1 With exchange of capital 2.2 Without exchange of capital 0 0 0 The derivative contracts on loans have the objective of transferring the underlying credit risk of a particular asset “reference obligation” from the person buying the protection “protection buyer” to the person selling the protection “protection seller”. In these operations the object of the transaction is represented by the credit risk borne by a final recipient of reserves “reference entity”. 229 SECTION 11 – CONCENTRATION AND DISTRIBUTION OF THE ASSETS AND LIABILITIES 11.1 Large risks As at 31 December 2001 there were the following “Large Risks” according to the regulatory standards: 31/12/2001 275,992 4 a) amount b) number 31/12/2000 92,318 2 On the basis of the requirements issued by the Regulatory Body, a loan being provided to a “customer” is defined as a “Large Risk” if when weighted according to the rules specially provided it is equal to or greater than 10% of the capital for regulatory purposes held by the bank providing the loan. “Customer” means the individual subject or the “group of connected customers” meaning two or more subjects that constitute a single unit in terms of the risk in that: a) one of them has the power of control over the other or the others (“legal “ connection); or: b) regardless of the existence of control agreements, there are links between the subjects such that, in all probability, if one of them was in financial difficulties then the other or all the others would encounter difficulties in repaying the debt (“financial” connection). 11.2 Distribution of the loans to customers according to the main categories of borrowers a) States b) other public bodies c) non-finance companies d) financial bodies e) family firms f) other operators Total 31/12/2001 0 4,148 1,478,600 140,580 147,867 793,767 2,564,962 % 0.00 0.16 57.65 5.48 5.76 30.95 100.00 31/12/2000 0 1,221 1,184,822 83,268 139,922 591,554 2,000,787 % 0.00 0.06 59.22 4.16 6.99 29.57 100.00 11.3 Distribution of loans to non-finance companies and resident family producers a) other services intended for sale b) sales, recovery, and repair services c) textile, leather, and footwear products, clothing d) building and public works e) other industrial products f) other branches Total 230 31/12/2001 296,637 216,874 % 18.87 13.79 31/12/2000 220,596 202,295 % 15.46 16.86 210,228 179,147 173,868 495,577 1,572,331 13.37 11.39 11.06 31.52 100.00 156,373 149,247 150,785 428,872 1,308,168 11.95 11.41 11.53 32.78 100.00 11.4 Distribution of guarantees issued for the main categories of recipient 31/12/2001 0 203 1,149 115,576 29,538 3,722 13,439 163,627 a) States b) other public bodies c) banks d) non-finance companies e) financial bodies f) family firms g) other operators Total % 0.00 0.12 0.70 70.63 18.05 2.27 8.21 100.00 31/12/2000 0 69 3,717 92,664 44,582 4,289 10,162 155,483 % 0.00 0.04 2.39 59.60 28.67 2.76 6.53 100.00 11.5 Territorial distribution of assets and liabilities Items/countries Italy 1. Assets 1.1 Loans to banks 1.2 Loans to customers 1.3 Securities 2. Liabilities 2.1 Due to banks 2.2 Due to customers 2.3 Securities issued 2.4 Other accounts 3.Guarantees and commitments 2,930,072 59,738 2,394,334 476,000 3,042,940 852,925 1,106,217 928,059 155,739 169,803 Other EU countries 304,093 3,793 129,262 171,038 126,552 117,805 8,693 54 0 27,144 Other countries 122,520 44,200 41,366 36,954 133,285 73,492 59,630 163 0 16,812 Total 3,356,685 107,731 2,564,962 683,992 3,302,777 1,044,222 1,174,540 928,276 155,739 213,759 11.6 Distribution of assets and liabilities over time Duration set From 1 years Up to 5 years From 3 months On Up to up to demand 3 monthhs 12 months 641,364 1,082,695 320,244 Fixed rate 420,455 Index rate 583,462 Fixed rate 409,742 29 5,060 237,031 5,014 2,543 74,916 40,983 0 369,821 9,476 0 25,843 1,636 0 279,619 59,516 61,476 160,952 165,587 101,863 18,608 383,376 154,448 6,998 210,239 189,919 20,320 0 0 276,506 146,793 0 84 135,160 132,237 2,923 0 0 11,706 774,644 0 0 535,180 535,133 47 0 0 208,836 393,522 0 0 779 779 0 0 154,956 236,769 254,722 0 0 0 0 0 0 0 11,691 11,549 239,464 237,787 254,722 Items/ remaining durations 1. Assets 1.1 Treasury securities that can be refinanced 1 12 1.2 Loans to banks 788 83,546 1.3 Loans to customers 528,587 918,833 1.4 Bonds and other debt securities 11,646 36,388 1.5 “Off-balance-sheet” transactions 100,342 43,916 2. Liabilities 1,036,863 1,199,998 2.1 Due to banks 15,658 873,930 2.2 Due to customers 1,016,261 142,624 2.3 Securities issued: 3,817 43,101 – bonds 2,840 19,756 – deposit certificates 977 23,345 – other securities 0 0 2.4 Subordinated debt 0 0 2.5 “Off-balance-sheet” transactions 1,127 140,343 Over 5 years UndeterIndex mined Total rate maturity duration 619,887 146,106 4,223,955 0 57,151 15,794 107,731 130,312 2,564,962 0 597,428 0 896,683 8,759 4,198,677 186 1,044,222 8,573 1,174,540 0 928,276 0 880,664 0 47,612 0 0 0 154,956 0 896,683 231 11.7 Currency assets and liabilities a) Assets 1. loans to banks 2. loans to customers 3. securities 4. investments 5. other accounts b) Liabilities 1. due to banks 2. due to customers 3. securities issued 4. other accounts 31/12/2001 582,091 50,541 490,724 36,222 2,756 1,848 626,307 592,884 31,288 0 2,135 31/12/2000 477,519 30,870 417,183 26,035 2,756 675 562,554 544,287 18,177 0 90 11.8 Securitisation operations As at 31/12/2001 there were no operations of this sort in being. SECTION 12 – MANAGEMENT AND BROKING ON BEHALF OF MINORITY INTERESTS 12.1 Security trading a) Purchases: 1. settled 2. not settled a) Sales: 1. settled 2. not settled 31/12/2001 31/12/2000 81,033 0 9,158 0 2,840 0 5,055 7 31/12/2001 31/12/2000 0 72,174 471 0 0 216 31/12/2001 2,526,261 498,679 2,027,582 31/12/2000 2,000,999 294,220 1,706,779 2,439,052 1,171,492 1,731,874 616,092 12.2 Asset management 1. securities issued by the bank that draws up the balance sheet 2. other securities Commission income 12.3 Custody and administration of securities a) minority interest securities on deposit 1. securities issued by the bank 2. other securities b) minority interest securities deposited with minority interests c) own securities deposited with minority interests 232 12.4 Payment of loans on behalf of minority interests: debit and credit adjustments The minority interest loans for which the Bank has been instructed to handle the payment within the compass of the portfolio transactions are entered on the balance sheet according to the criterion of the settlement date, which involved the following adjustments to the written accounts: a) “debit” adjustments: 1. current accounts 2. central portfolio 3. cash 4. other accounts b) “credit” adjustments: 1. current accounts 2. effects and documents handed over 3. other accounts 31/12/2001 614,552 129,106 327,139 3,896 154,411 644,931 175 31/12/2000 562,351 109,884 309,811 1,672 140,984 582,156 0 644,039 717 582,156 0 12.5 Other operations Securities for payment “subject to collection” “After payment” securities Total value of asset management of minority interests GPM offer made from 1/1 to 31/12/2001 31/12/2001 430,203 166,988 18,927 357 31/12/2000 430,741 151,415 32,258 3,096 233 PART C - N OTES TO THE C ONSOLIDATED P ROFIT AND L OSS A CCOUNT SECTION 1 - INTEREST 1.1 Composition of item 10 “interest income and similar revenues” a) on loans to banks of which: – on loans to central banks b) on loans to customers of which: – on loans with deposits received in administration c) on debit securities d) other interest income e) positive balance of the differentials on “hedging” transactions Total 31/12/2001 9,930 31/12/2000 10,041 1,175 980 140,846 107,224 0 0 35,662 13 22,419 5 0 186,451 0 139,689 1.2 Composition of item 20 “interest expense and similar charges” a) due to banks b) due to customers c) on securities issued of which: – on deposit certificates d) on deposits received in administration e) on subordinated debt f) negative balance of the differentials on “hedging” operations Total 31/12/2001 17,127 25,342 42,468 1,920 31/12/2000 16,030 16,539 34,083 3,607 127 2,249 134 1,321 1,852 89,165 2,218 70,325 1.3 Details of item 10 “interest income and similar revenue” a) on currency assets 31/12/2001 21,197 31/12/2000 20,147 1.4 Details of item 20 “interest expenses and similar charges” a) on currency liabilities 234 31/12/2001 12,589 31/12/2000 15,912 SECTION 2 - COMMISSION 2.1 Composition of item 40 “commission income” 31/12/2001 1,188 265 31/12/2000 1,016 0 431 760 678 646 0 0 623 0 212 1,294 0 0 0 495 0 113 3,934 0 504 0 5 0 4,739 0 0 44,056 54,077 0 0 0 0 3,528 0 0 46,390 56,800 31/12/2001 31/12/2000 0 212 504 0 113 0 0 0 0 716 0 0 0 113 31/12/2001 a) guarantees issued 0 b) derivatives on loans 0 c) management, brokerage, and consultancy services: 1. security dealing 657 2. door-to-door selling of securities, products, and services 0 3. asset management 1) own portfolio 0 2) portfolio of minority interests 0 4. custody and administration of securities 5. placement of securities 0 6. securities, products, and services sold outside own premises 1,677 d) collection and payment services 1,404 e) other services 10,494 Total 14,232 31/12/2000 0 0 a) guarantees issued b) derivatives on loans c) management, brokerage, and consultancy services: 1. security dealing 2. currency dealing 3. asset management 3.1) individuals 3.2) collective 4. custody and administration of securities 5. Trustee Bank 6. placement of securities 7 acceptance of trading instructions 8. consultancy activities 9. distribution of services of minority interests 1) asset management: a) individuals b) collective 2) insurance products 3) other products d) collection and payment services e) servicing securitisation transactions f) tax collection services g) other services Total 2.2 Details of the item 40 “commission income” Distribution channels for products and services a) at own branches 1. asset management 2. placement of securities 3. services and products of minority interests b) outside own premises 1. asset management 2. placement of securities 3. services and products of minority interests Total 2.3 Composition of item 50 “commission expenses” 773 0 0 0 0 772 1,331 4,442 7,318 235 SECTION 3 – PROFITS AND LOSSES FROM FINANCIAL TRANSACTIONS 3.1 Composition of item 60 “profits/losses from financial transactions” 2001 Item/Transactions A1. Revaluations A2. Devaluations B. Other profits (losses) Totals 1. 2. 3. 4. Government securities Other debt securities Variable-yield securities Derivative contracts on securities 2000 on securities 209 14 -11,795 -2,408 21,127 9,851 9,541 7,457 37 3,347 -6,589 294 893 1,376 12,746 4,894 2001 2000 on currencies xxx xxx xxx xxx 3,480 5,211 3,480 5,211 2001 2000 2001 2000 Other 0 -75 3,165 3,090 Totals 0 -151 -21 -172 209 -11,870 27,772 16,111 59 -2,560 15,041 12,496 SECTION 4 – ADMINISTRATION EXPENSES 4.1 Average number of employees in each category a) executives b) managers c) remaining personnel Total 31/12/2001 27 274 832 1,133 31/12/2000 Average 2001 8 22 123 207 707 847 838 1,076 Composition of item 80 “administration expenses” a) Payroll costs b) Other administration costs of which: – Telephones and post – Maintenance of property and furniture – Maintenance of plant and machinery – Rental costs of premises – Leasing costs of electronic machines – Security and custody of valuables – Transport and travel – Professional fees – Stationary and printing – Electricity, heating, and mains water – Advertising and representation – Legal and judicial – Electronic processing carried out by third parties – Insurance premiums – Information and searches – Donations – Cleaning of premises – Indirect taxes – Other expenses – Interbank Deposit Protection Fund operations Total 236 31/12/2001 50,249 42,431 31/12/2000 44,884 31,929 1,768 295 1,992 3,522 1,223 756 730 1,925 1,164 1,239 6,129 762 1,893 205 1,766 2,520 1,105 470 526 998 841 1,132 2,723 784 8,490 1,262 424 737 756 5,045 4,199 7,291 964 252 452 645 4,522 2,838 13 2 92,680 76,813 SECTION 5 – WRITE-DOWNS, WRITE-BACKS, AND PROVISIONS 5.1 Composition of item 120 “write-downs of loans and provisions for guarantees and commitments” a) write-downs of loans of which: – lump sum write-downs for countries at risk – other lump sum write-downs b) provisions for guarantees and commitments of which: – lump sum provisions for countries at risk – other lump sum provisions Total 31/12/2001 15,139 31/12/2000 10,650 0 8,263 0 4,493 0 0 0 0 0 0 15,139 10,650 Breakdown of write-downs of loans: on non-performing loans to customers: losses devaluations on watch-list loans to customers: analytical devaluations lump sum devaluations on other performing loans: lump sum devaluations Total 31/12/2001 31/12/2000 209 4,245 1,806 4,321 2,370 156 0 492 8,159 15,139 4,031 10,650 Composition of item 90 “adjustments to the value of tangible and intangible fixed assets” Intangible fixed assets: Amortisation of rebuilding costs rented premises Amortisation of software Other costs over several years Amortisation of consolidation differences Tangible fixed assets: Amortisation of property Amortisation of furnishings Total 31/12/2001 31/12/2000 1,448 393 1,408 3,123 415 429 1,167 430 6,876 6,842 20,090 1,092 2,757 6,290 Composition of item 100 “provisions for risks and charges” Provisions 31/12/2001 3,953 31/12/2000 2,055 237 Composition of item 130 “ write-backs of loans and provisions for guarantees and commitments “ The write-backs are made up of: Recovery of loans amortised in previous periods Collection of default interest Write-backs on devaluations in previous periods Total 31/12/2001 1,250 36 2,855 4,141 31/12/2000 1,011 12 1,802 2,825 Composition of item 140 “provisions to credit risk reserves” Default interest credit risks Risks on loans Total 31/12/2001 554 463 1,017 31/12/2000 426 129 555 Composition of item 150 “write-downs of financial fixed assets” Devaluation of investment securities 31/12/2001 0 31/12/2000 22 Composition of item 160 “ write-backs of financial fixed assets “ Write-backs of investment securities 31/12/2001 279 31/12/2000 0 Composition of item 170 “Profit/loss on investments valued by the net equity method” 31/12/2001 0 31/12/2000 0 Composition of item 230 “variation in reserve for general banking risks” Provision to general banking risk reserve 31/12/2001 6,714 31/12/2000 5,165 31/12/2001 -3,358 806 28 -2,524 31/12/2000 -21,287 2,822 63 -18,402 Composition of item 240 “income tax for the period” 1. 2. 3. 4. 238 Current taxes (-) Variation in advance taxes (+/-) Variations in deferred taxes (+/-) Income tax for the period (-1 +/-2 +/-3) SECTION 6 – OTHER ITEMS IN THE PROFIT AND LOSS ACCOUNT 6.1 Composition of item 70 “other operating revenue” Rental income on property Expenses sustained on behalf of borrowers Taxes recovered from minority interests Recovery of insurance premiums Tax credit for revaluation of severance pay advance Recovery of expenses of personnel on location Leasing charges as appropriate Other revenue Total 31/12/2001 19 8,801 4,377 4 39 154 10,496 386 24,276 31/12/2000 20 7,668 3,832 3 37 0 0 153 11,713 31/12/2001 2 17 19 31/12/2000 152 0 152 31/12/2001 441 829 31/12/2000 1,904 1,535 38 11 1,202 2,521 21 0 266 3,726 31/12/2001 1,017 920 1,937 31/12/2000 729 398 1,127 6.2 Composition of item 110 “other operating costs” Lease-finance charges Other charges Total 6.3 Composition of item 190 “extraordinary income” Contingency income Collection of default interest Profits from creation of: – tangible fixed assets – intangible fixed assets – investments Total 6.4 Composition of item 200 “extraordinary expenses” Contingency liabilities Losses on disposal of tangible fixed assets Total SECTION 7 – OTHER INFORMATION ON THE PROFIT AND LOSS ACCOUNT 7.1 Territorial distribution of the revenue There is not sufficient information about the territorial distribution of revenue as to allow a detailed breakdown in this section. 239 PART D - O THER I NFORMATION SECTION 1 – THE DIRECTORS AND AUDITORS 1.1 Fees a) directors b) auditors 31/12/2001 644 291 31/12/2000 784 238 Agreed Used 39,241 2,335 35,016 1,129 71,790 6,521 32,920 3,113 28 1,575 1 1,495 235 0 127 0 1.2 Loans and guarantees issued a) directors directly: – cash loans – guaranteed loans indirectly: – cash loans – guaranteed loans b) auditors directly: – cash loans – guaranteed loans indirectly: – cash loans – guaranteed loans The loans were determined in compliance with article 136 of Legislative Decree no. 385 of 1 September 1993. Montebelluna, 2 April 2002 For the Board of Directors The Chairman Dr Flavio Trinca 240 A NNEXES TO THE I NTEGRAL N OTES A Changes in the shareholders’ equity for the periods closing on 31 December 2000 and 2001 B Chart of the Veneto Banca Group 241 A NNEXE A: C HANGES IN SHAREHOLDERS ’ EQUITY AND SUBORDINATED DEBT FOR THE PERIODS ENDING 31 D ECEMBER 2000 AND 31 D ECEMBER 2001 (IN THOUSAND EURO) Share Capital Balances as at 31 December 1999 49,607 Distribution of result for year 1999 as per resolution of the Meeting of 29/4/2000: * to the statutory reserve * dividend to Shareholders * to the extraordinary reserve * to the Board of Directors subordinated bond loan issue other changes prescribed dividends net increase in new share subscriptions 26 net subscription increase due to incorporation by merger of BCC Piave and Livenza 3,184 Changes in equity due to consolidation provisions to reserve for general banking risks net income for year 2000 Balances as at 31 December 2000 52,817 Distribution of result for year 2000 as per resolution of the Meeting of 21/4/2001: * to the statutory reserve * dividend to Shareholders * to the extraordinary reserve * to the special reserve * to the Board of Directors subordinated bond loan issue other changes prescribed dividends * merger surplus net increase in new share subscriptions 20,248 Changes in equity due to consolidation provisions to reserve for general banking risks net income for year 2001 Balances as at 31 December 2001 73,065 242 StatutoryExtraordinary Taxed Revaluation and issue reserve reserve reserve premium Law no. 823 reserve of 19/12/73 126,700 34,755 100 5,554 Company share purchase reserve Taxed reserve and other reserves 4,132 3 1,860 3,001 1 223 27 84 116 183 128,927 38,023 169 100 5,554 4,132 172 2,850 11,580 1 169 -169 56,427 17 77 188,391 49,680 100 5,554 4,132 3 Reserve Special for general reserve banking ex art. 7 risks Law no. 218 of 30/7/90 1,033 1,796 Special Negative reserve exconsolidation Leg. Dec. differences 153 17/5/99 40 Minority interests Subordinated debt Retained earnings Net income for the year Total 0 0 0 18,574 469,146 -1,860 -12,898 -3,001 -407 108,456 -12,898 -407 108,456 1 249 235 3,699 2,121 -408 2,012 30,689 30,689 5,165 30,798 379,369 5,165 6,433 1,796 0 40 2,121 108,456 109 109 -2,850 -14,789 -11,580 -829 -641 829 46,500 -14,789 -641 46,500 1 76,675 10,765 -109 10,750 6,714 13,147 1,796 829 40 12,886 154,956 0 41,849 41,849 6,714 41,849 546,428 243 A NNEXE B: G ROUP C HART THE VENETO BANCA GROUP AREA OF CONSOLIDATION VENETO BANCA CLARIS FACTOR spa 100% BANCA ITALO-ROMENA spa 92.31% CLARIS LEASING spa 100% VENETO IRELAND FINANCIAL SERVICES ltd 100% CLARIS ASSICURAZIONI srl 100% CLARIS BROKER spa 100% SINTESI srl 33.33% ATENE srl 33.33% PALLADIO FINANZIARIA spa 98.54% CLARIS VITA spa 100% NUOVA FINANZIARIA MEDITERRANEA spa 25% NUOVA BANCA MEDITERRANEA spa 100% 244 BANCA DI BERGAMO spa 60% BOARD OF AUDITORS’ REPORT ON THE CONSOLIDATED BALANCE SHEET 245 B OARD OF A UDITORS ’ R EPORT ON THE CONSOLIDATED B ALANCE S HEET Dear Shareholders, The prospective consolidated balance sheet as at 31 December 2001, that the directors of the Parent Company of the Veneto Banca Group have communicated to us under the terms of the law, has been drawn up in compliance with the requirements referred to in Legislative Decree 87/92 and the operational regulations issued in these matters by the Bank of Italy according to article 5 of the above-mentioned Legislative Decree. The statement of assets and liabilities and the profit and loss account can be summarised as follows (in thousands of Euros): Statement of assets and liabilities Total of assets Liabilities Minority interests share of equity Net equity Profit for the period Contingent liabilities and guarantees Guarantees issued Commitments 3,893,985 3,347,557 12,886 491,693 3,852,136 41,849 163,637 50,122 213,759 Profit and loss account Profit before extraordinary items and income tax Extraordinary profit Pre-tax profit Variation in general banking risk reserve Income tax for the year Minority interests portion of net income Net income for the period 50,584 584 51,168 -6,714 2,524 81 41,849 The management report by the directors, which is in line with the consolidated balance sheet, describes the events of interest to the group in a sufficient manner, illustrates the progress of the operations during the 2001 financial year of the companies included in the consolidation, and contains the other information required by article 3 of Legislative Decree 87/92. With regard to the balance sheet, we consider that the following can be stated and confirmed: • the area of consolidation covers all and only the investments defined as relevant according to article 25 of Legislative Decree 87/92. The following have therefore been consolidated with the integral method: the company Claris Factor spa, carrying out factoring activities, the company Veneto Ireland Financial Services ltd., carrying out financial activities on behalf of the Bank, and Banca Italo-Romena spa and Banca di Bergamo spa, carrying out banking activities. On the other hand, Atene srl, Claris Assicurazioni srl, Claris Broker spa, Claris Vita spa, Nuova Finanziaria Mediterranea spa, and Sintesi 2000 srl were valued using the net equity method in that, although subsidiaries and the Parent Company having voting rights that can be exercised in amounts greater than a fifth, they do not carry out banking or financial activities nor are they instrumental to the Group or 247 they have a different balance sheet structure from that of the Parent Company and therefore can not produce a corresponding numerical representation; • vthe consolidation principles used conform with the requirements of the law and have been applied in the correct manner; • the integral notes provide detailed information on the items in the statement of assets and liabilities and the profit and loss account of the group and are drawn up in compliance with the regulations currently in force. In fulfilling its monitoring functions, the Board of Auditors found that the procedures used to draw up the consolidated balance sheet were correct and can therefore confirm that the prospective consolidated balance sheet corresponds with the written accounts of the Parent Company and the projected balance sheets as at 31 December 2001 approved by the subsidiaries’ Boards of Directors. Montebelluna, 2 April 2002 The Board of Auditors Dr Fanio Fanti Dr Bruno Sonego Dr Fulvio Zanatta 248 EXTERNAL AUDITORS’ REPORT 249 OttavioCapriolo - Milano