During 2011 the Board of Directors approved – following approval of the Internal Audit Committee (the part composed solely of independent directors), the Board of Statutory Auditors and the Corporate Accounting Reporting Officer – a new version of the “Procedure for related-party transactions”.

The “Procedure”, which describes the criteria for identifying the transactions that must be approved by the Board after receiving the opinion (or after involvement) of the Internal Audit Committee, is available on the Website www.bancaifis.it (in the section “Investor Relations”).

The Board has not found any need for further operating solutions to facilitate identification and appropriate management of situations in which a director has an interest on his/her own account or that of third parties.

It should be noted that during 2011, moreover, the Company finalized the merger of Toscana Finanza S.p.A. This transaction is classified among the major transactions with related parties.

The Board of Directors approved the transaction on the basis of the binding preliminary opinion issued by the independent and non-executive directors of the Internal Audit Committee. To this end, the Committee availed itself of the opinion issued by an advisor on the transaction in order to determine the consistency of the share exchange ratios.