Banca Ifis

Capital/Financing Update • Feb 13, 2018

2016 / 2017 OWN FUNDS ANALYSIS AND RELATIONSHIP WITH REVERSE MERGER

Own funds and capital ratios 2016 - 2017 and post reverse merger

OW N F UN DS AN D C AP ITA L A DE Q UA CY RA TIO S STA ND AL ON E	BA NC A I FIS STA ND AL ON E	BA NC A I FIS STA ND AL ON E	BA NC A I FIS STA ND AL ON E
( ) in ho nd f E t usa s o uro	/ / 31 12 20 16	/ / 30 09 20 17	/ / 31 12 20 17 *
l ( ) Co uit Tie r 1 Ca ita CE T1 mm on eq y p	53 9.3 22	53 5.8 29	1.1 26 .04 4
l o fu nd ( ) To A ta wn s	53 9.3 58	53 6.2 10	1.5 26 .23 3
l R ( ) To WA B ta	3.9 13 .07 5	4.2 45 .82 2	6.4 62 .72 1
tio Co uit Tie tio Ra Eq r 1 Ra mm on y –	13, 78 %	12, 62 %	42 % 17,
tio l O nd s C ita l R ati Ra To ta Fu wn ap o –	13, 78 %	12, 63 %	23, 62 %

OW N F UN DS AN D C AP ITA L A DE Q UA CY RA TIO S CO NS OL IDA TE D	CO NS OL IDA TE D	CO NS OL IDA TE D	CO NS OL IDA TE D
( ho nd f E ) in t usa s o uro	/ / 31 12 20 16	/ / 30 09 20 17	* / / 31 12 20 17
uit Tie ita l ( ) Co r 1 Ca CE T1 mm on eq y p	1.0 38 .23 2	1.0 95 .30 7	85 9.9 44
( ) l o fu nd To ta A wn s	1.0 79 .10 0	1.1 .07 0 54	1.1 91 .09 7
( ) To l R WA B ta	7.0 13 .07 4	6.9 97 .00 9	7.3 76 .30 6
Ra tio Co Eq uit Tie r 1 Ra tio mm on y –	14, 80 %	15, 65 %	11, 66 %
l O nd l R Ra tio To Fu s C ita ati ta wn ap o –	15, 39 %	16, 49 %	16, 15%

DA TA FO R M INO RIT IES CA LCU LAT ION TO TA L C AP ITA L R AT IO	/ / 31 12 20 16	/ / 30 09 20 17	/ / 31 12 20 17 *
lat Re ire % C nt gu ory re qu me	10, 5%	9, 25 %	9, 25 %
l n ds for ( ) * ( ) Ca ita ire D = B C nt p ee re qu me	41 0.8 73	39 2.7 39	59 7.8 02
( ) - ( ) Exc it h r he ire E = A D ect to t nt ess w esp re qu me	128 .48 5	A 143 .47 1	B 92 8.4 31
Mi riti ted t c no es no om pu	60 .25 6	56 .84 9	36 7.8 39

-fo Pro ost rm a p rev ers e m erg er
/ / 31 12 20 17 *
1.1 52 .60 3
1.5 52 .79 2
7.3 69 .92 1
15, 64%

21,07%

Comments on the changes in the 4th quarter of 2017 and the effects of the reverse merger (1/2)

The rules for the definition of consolidated own funds at the parent company La Scogliera require to consider the impact of minorities, i.e. of the stake in Banca IFIS not held by La Scogliera(c. 49.9%).

In this respect the rule for inclusion of minorities requires that the capital necessary to satisfy the minimum regulatoryrequirement has to be calculated as the minimum between the capital of the affiliation (minimum requirement expressed aspercentage of the affiliation of RWA) and the consolidated capital (minimum requirement expressed as percentage of theconsolidated RWA). The excess between the total own funds and the minimum requirement can be computed for the stake pertaining to the group, with the remaining being attributed to minorities in line with the phase-in rules as per thegrandfathering provisions.

Before the reverse merger of Interbanca into Banca IFIS, the minimum capital of the affiliation was significantly lower thanthe minimum consolidated capital. With the merger, the two requirements are now substantially similar due to both anincrease in RWA and in own funds of the affiliation. In fact, for regulatory purposes the common equity tier ¹ (CET1) of theaffiliation has increased from c. Euro 536 millions to c. Euro 1,126 millions due to the merger of Interbanca S.p.A. inOctober 2017, reaching levels in line with the consolidated figures which already include the effect of the Bargain arisingfrom the acquisition of Ex Interbanca Group.

Such increment determined an increase in the excess capital (compared to the minimum requirements) which has beenincluded for an amount equal to the stake held by the group, while the residual amount is attributed to minorities, according to the phase in rules as per the grandfathering provisions.

As such, and as reported in the the table in the previous page, wehighlight the following figures (at consolidated level):

• • As of 30 September 2017 (pre- Interbanca merger), the excess capital versus the minimum regulatory requirement was c. Euro 143 millions ("A"), and not computed for Euro 57 millions;
• • As of 30 December 2017 (post Interbanca merger), the excess capital versus the minimum regulatory requirement increased to circa Euro 928 millions ("B"), and not computed for Euro 368 millions.

This has determined ^a reduction in CET1 ratio from 15.65% as of 30 September 2017 to 11.66% as of 31 December 2017.

Comments on the changes in the 4th quarter of 2017 and the effects of the reverse merger (2/2)

In light of the above, it is clear that the increase in the portion of minorities not eligible in Own Funds is directly proportional to the level of excess capital compared to the minimum regulatoryrequirement.

The increase in total Own Funds registered between 30 September 2017 and 31 December 2017 is mainly due to the Euro400 millions Tier ² Subordinated Bond issued in October 2017. Such increase, however, was negatively impacted by thenon-computable portion related to minorities, for the same reasons mentioned above.

Following the expected reverse merger, Own Funds (primary and supplementary capital) and related capital ratios will be aligned, in absence of ^a holding company, to those reported at company level, therefore showing values and ratios whichare representative of the real capital position of Banca IFIS Banking Group (CET1 at 15.64% and Total Capital ratio at 21.07%).