The share price

As from 29 November 2004, Banca IFIS S.p.A.’s ordinary shares have been listed in the STAR segment of Borsa Italiana (the Italian stock exchange). The transfer to STAR occurred a year after the listing on the Mercato Telematico Azionario (MTA, an electronic stockmarket) of Borsa Italiana S.p.A.. Previously, as from 1990, the shares were listed on the Mercato Ristretto (MR, a restricted market) of Borsa Italiana. The following table shows the share prices at the end of the year.

Official share price

2011

2010

2009

2008

2007

Share price at year-end

4,00

5,24

7,31

6,16

9,01

The increase in free and paid share capital in 2010 had a diluting effect on the share price.

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In July 2011, in line with the stated commitment of the issuer at the start of the year, Banca IFIS received confirmation of its compliance with the prerequisites to remain on the STAR market segment from Borsa Italiana, as it floated 20% of its share capital in accordance with the Regulations and Instructions of Borsa Italiana.

Price/book value

The following table shows the ratio of the stock market value at year-end to consolidated equity with respect to outstanding shares.

Price/book value

2011

2010

2009

2008

2007

Share price at year-end

4,00

5,24

7,31

6,16

9,01

Consolidated Equity

per share

3,72

4,01

4,82

4,62

4,32

Price/book value

1,08

1,31

1,52

1,33

2,08

Outstanding shares

2011

2010

2009

2008

2007

Number of shares outstanding

(in thousands)(1)

52.814

51.582

32.339

33.132

30.992

(1) Outstanding shares are net of treasury shares held in portfolio.

Earnings per share and Price/Earnings

Here follows the ratio of the consolidated profit for the year to the weighted average of the ordinary shares outstanding at year-end, net of treasury shares in portfolio, as well as the ratio of the year-end price to consolidated earnings per share.

Earnings per share (EPS)

2011

2010

2009

2008

2007

Consolidated profit for the year

(in thousands of Euro)

26.535

18.626

17.216

22.801

19.534

Consolidated earnings per share

0,51

0,36

0,53

0,71

0,68

Price/earnings ratio (P/E)

2011

2010

2009

2008

2007

Share price at year-end

4,00

5,24

7,31

6,16

9,01

Consolidated earnings per share

0,51

0,36

0,53

0,71

0,68

P/E

7,9

14,5

13,9

8,6

13,2

Payout ratio

For 2011 the Board of Directors proposed to the shareholders’ meeting to distribute a dividend of 0.25 Euro per share.

Payout ratio

(in thousands of Euro)

2011

2010

2009

2008

2007

Consolidated profit for the year

26.535

18.626

17.216

22.801

19.534

Parent company dividends

13.203

10.487 (1)

11.893 (1)

10.290

9.403

Payout ratio (1)

49,8%

56,3 (1)

69,1% (1)

45,1%

48,1%

(1) The dividend was paid partly in cash and partly through stock grants. The value of the dividends shown was calculated by considering the normal value of the share as communicated at the dividend stripping date.

Corporate governance rules

Banca IFIS adheres to the Code of Conduct for listed companies approved in 2006 by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A., updated in March 2010 (new art. 7 – remuneration of directors) and broadly revised in December 2011 (with an invite to issuers to implement the changes “by the end of financial year 2012, informing the market through the corporate governance report to be published in the subsequent year”).

The process of aligning the Bank’s governance system to the provisions of the aforementioned Code of Conduct is underway.

An Internal Audit Committee and a Committee Dealing with Directors’ and Management’s remuneration and stock option plans, if any, have been set up within the Board of Directors of the Bank. The Board of Directors has also appointed a Supervisory Board with independent powers of action and control as per Legislative Decree 231/2001.

Internal dealing rules

Banca IFIS S.p.A. has for some time adopted a specific Code of Conduct as regards internal dealing. The aim of this Code of Conduct is to make internal regulations and procedures compliant with disclosure requirements concerning any significant transactions carried out by relevant subjects, or parties closely related to them, on financial instruments issued by the company or other related instruments, hence ensuring transparency and homogeneity of information to the market.

This Code, in addition to identifying the relevant subjects – and defining their behavioural and disclosure requirements – and the person responsible for receiving, managing and disseminating information, also forbids said transactions in the 15 days prior to Board of Directors’ Meetings convened to approve financial statements (blackout periods).

This Code of Conduct for internal dealing is available on the Company’s website, www.bancaifis.it, under the ‘Investor Relations’ section.

List of Insiders

In compliance with article 115-bis of Legislative Decree no. 58/1998, Banca IFIS has drawn up a list of subjects who, in carrying out their professional role and duties, have access to privileged information (the list of insiders). Banca IFIS takes care to timely update this list.

In addition, the Bank has laid down regulations for the internal management and external dissemination of documents and corporate information.

Shareholders

The share capital of the parent company at 31 December 2011 amounted to 53,811,095 Euro and is broken down into 53,811,095 shares with nominal value of 1 Euro each.

Shareholders who, at 31 December 2011, held investments representing more than 2% of the share capital are as follows:

SHAREHOLDER

% SHARE CAPITAL

Sebastien Egon Fürstenberg

69,221%

- of which directly

0,035%

- of which through the Scogliera S.p.A.

69,186%

Giovanni Bossi

3,549%

Riccardo Preve

2,743%

- of which directly

0,157%

- of which through Preve Costruzioni S.p.A.

2,586%