ISP GROUP Merger Plan for Albania ISP Albania Veneto Banka ALBANIA Date: 04 May 2018

INDEX 1 01 Rationale of the Merger 02 The Merger Agreement 03 Impact on Employees

Rationale of the Merger 1/3 2 Intesa Sanpaolo Bank Albania sh.a history Intesa Sanpaolo Bank Albania sh.a ( ISP Albania ) was set up in 2008 as a result of the merger of two domestic banks, the American Bank of Albania and Banca Italo-Albanese, both acquired by Intesa Sanpaolo Group. ABA was established in September of 1998, by the Albanian-American Enterprise Fund (AAEF) a private investment fund established by the United States Government. In December 2006, AAEF signed a Share Purchase Agreement and a Shareholder Agreement for the sale of ABA to Intesa Sanpaolo Group; the agreement was finalized on the 29th of June 2007. Banca Italo-Albanese was established in July 1993 as one of the first private banks in Albania and as a joint venture between the National Commercial Bank of Albania (owned by Ministry of Finance) and the Italian Banca di Roma. On 7 December 2005, Sanpaolo IMI signed the agreement for the acquisition of a stake of 80% in Banca Italo Albanese, from Capitalia and the Ministry of Finance (40% each). The European Bank for Reconstruction and Development (20%) retained its stake. In 2011 Intesa Sanpaolo Group acquired from EBRD the minority participation in the Bank, becoming the sole shareholder. Veneto Banka sh.a - history Veneto Banka sh.a ( VB Albania ) was founded in 2005 following the acquisition by Mariano family of 100% shares of Dardania Bank, thus becoming the first bank in Albania with full Italian shareholding. In 2008, the Bank entered into the Veneto Banca Group, who acquired 100% of the shares.

Rationale of the Merger 2/3 3 June 26th, 2017: following the compulsory administrative liquidation of Veneto Banca in Italy, Intesa Sanpaolo SpA acquired certain assets, liaiblities and legal relationships of Veneto Banca, including, among the others, Veneto Banka sh.a. Veneto Banca shareholding in Veneto Banka Sh.a was sold to ISP, pending the application for authorization submitted to Bank of Albania pursuant to the Law n.9662, dated 18/12/2006 «On Banks in the Republic of Albania». With its Decision n.63, dated 01/11/2017, the Supervisory Council of Bank of Albania granted the prior approval on the acquisition by ISP SpA of 100% of the Capital Share of Veneto Banka Sh.a. On 01/12/2017 the registration in National Business Center (NBC) of the transfer of shares of Veneto Banka Sh.a to ISP SpA was accomplished. Following the acquisition, ISP Group assessed the alternative options for the rationalization of its presence in the country, taking into account: The current and perspective sustainability and profitability of the business operations of the two entities, The efficiency of the procedures for potential sale and liquidation of one entity, The reputational impact of each possible solution

Rationale of the Merger 3/3 4 As confirmed by the decision of ISP Board of Directors of April 4, 2018, it was concluded that the Merger of Veneto Banka sh.a into Intesa Sanpaolo Bank Albania sh.a is the best solution for the following reasons: ISBA is outperforming the banking sector s average performance in most indicators, with the chance of improving loan and deposit market share in the next future; Veneto Banka has recorded continuous negative profitability in recent years (mostly affected by net impairment on credit exposures) and almost stopped any lending in last 12-18 months. On the other hand, some commercial potential remains to be developed after integration; the integration will preserve the business relationships with existing clients and will contribute to marginally increase the market share and the business volumes of Intesa Sanpaolo Bank Albania sh.a while allowing the Group to reduce the total operating costs deriving from having two similar operating structures in the same country. along the integration process, capital investments will be needed to guarantee compliance with mandatory requirements, to assure a sound risk governance and to allow customers of former VB Sh.a to operate on ISP Albania systems and network immediately after the merger of the two banks. The integration will be implemented through merger of Veneto Banka Sh.a into Intesa Sanpaolo Banka Albania, based on the «pooling of interests» accounting approach given that both companies are under common control of the same single shareholder. No issuing of new shares will take place, given that VB sh.a Net Equity will be incorporated in ISBA as Capital Reserve. In anticipation of the incorporation, VB Sh.a current Share Capital, denominated in Euro, will be converted into ALL. The integration process, subject to Competent Authorities approval, will be managed with the aim at completing the activities by 30/09/2018.

INDEX 5 01 Rationale of the Merger 02 The Merger Agreement 03 Impact on Employees

The Merger Agreement 6 The Merger Agreement concerning the merger of VB Albania into ISP Albania approved by the respective Shareholders Assemblies determines, among other, the following: Pursuant to article 220 of the Company Law, VB Albania ( Absorbed Company ) shall transfer by way of the Merger in their entirety all its assets and liabilities and the separate existence of VB sh.a shall cease. ISP Albania being the Acquiring Company and it will continue to operate as INTESA SANPAOLO BANK ALBANIA SHA. Being a merger between two banks fully owned by the same shareholder, the registered capital of ISP Albania will not be increased following the merger, therefore there is no need to define share exchange ratio, the amount of any cash payment or the terms of allotment of shares in the Acquiring Company. The entirety of assets and liabilities of VB Albania which shall be transferred to ISP Albania will be based on the audited balance sheet of VB Albania and ISP Albania as of 31st December 2017. ISP Albania will apply the retrospective consolidation option, therefore the Post-Merger Opening Balance Sheet of the ISP Albania will result from the line-by-line incorporation of VB Albania Balance-Sheet and Income Statement balances into ISBA s starting from 01/01/2018. Effective from the Closing Date, ISP Albania will be the successor, by virtue of the merger by acquisition, of VB Albania in any and all contracts, deeds and relations to which VB Albania is a party, either existing or in fieri. As a result, any assets and liabilities, including all tangible and intangible assets, any tax credits and any immovable properties and contractual relations and other legal relations and legal positions of any kind, receivables and liabilities, potential liabilities and future and conditional receivables of VB Albania, will be transferred to ISP Albania. The existing Articles of Association of ISP Albania shall be the Articles of Association of the Acquiring Company.

INDEX 7 01 Rationale of the Merger 02 The Merger Agreement 03 Impact on Employees

Impact on employees 8 The Merger Agreement stipulated between the merging entities ISP Albania and VB sh.a and approved by the respective Shareholders Assemblies determines the following, with respect to the impact on employees merging companies: The consequences of the Merger for the employees of the VB Albania shall be derived from articles 138, 139 and 139/1of the Labour Code. At the Closing Date, any and all employment contracts where VB Albania is part existing at such time shall be transferred by operation of law to ISP Albania which shall continue the employment contracts of the transferred employees together with all rights and duties. The collective agreements of VB Albania, if any, shall be replaced by collective agreements of ISP Albania. ISP Albania shall be liable for any and all obligations including outstanding obligations deriving from the transferred employment contracts. Additionally to the above and as further detailed in the Business Plan submitted for approval to the Shareholders Assemblies of the merging entities The rationalization of aggregated workforce, as a consequence of the banks restructuring arising from the merger, will be managed in accordance with domestic Labor Law, ensuring the ability of both banks to comply, on a continuous basis and until completion of the merger process with mandatory activities towards all stakeholders and taking into consideration the additional workload generated in selected functions of the incorporating bank by the acquisition of additional portfolios of clients, contracts and products. The merger of the two banks will require the implementation of a Restructuring Plan. The bank will manage such a restructuring plan, only for economic, or technical or structural reasons, in strict accordance with the valid Laws in Albania. In particular (i) the physical networks of both Banks present a substantial overlapping and are based on a similar business model and profile; (ii) the Head Offices present almost the same configuration; (iii) the financial situation of Veneto Banka sh.a. confirms a structural negative profitability that would bring an unsustainable economic burden to the new entity; (iv) there are evident duplications of systems, facilities, as well as other physical and human resources. As a consequence, as far as the impact on employees is concerned such a restructuring plan will be managed in strict accordance with the article 138 of the Albanian Labor Law which allows to proceed with a collective redundancy plan. Out of VB sh.a 115 employees as of 31/03/2018, 37 people will continue to belong to the Group, while the remaining 78 people will be subject to a Collective Dismissal Plan, the implementation of which will be activated right after the approval of the Merger Plan by the competent Authorities.

DK Audit shpk www.dk-audit.com Expert Report On the Merger of Veneto Bank ShA into Intesa Sanpaolo Bank ShA To: The Shareholders of the Intesa SanPaolo Bank Albania Sh.A and Veneto Banka Albania Sh.A (1) Introduction and scope "DK Audit shpk", an audit company with NIPT: L62109018C and Professional License no. 362 (copy of the license and a company profile is attached), is presenting to the Shareholders of Intesa Sanpaolo Bank Albania Sh.A and of Veneto Banka Albania Sh.a (hereinafter the Shareholders ) this "Expert Report on merging of Veneto Bank ShA by Intesa Sanpaolo Bank ShA". This Report is based on the following documentation and requirements: Certified financial statements of Intesa Sanpaolo Bank Albania Sh.A and of Veneto Banka Albania Sh.a (the Banks) for the year ended on 31st December 2017; The ISP Group Merger Plan for Albania; ISP Al - Veneto, dated April 2018 (Shortly "Merger Plan"); The Merger Agreement between Intesa Sanpaolo Bank Albania Sh.A and of Veneto Banka Albania Sh.a (Shortly "Merger Agreement"); The requirements of the Law No.9901 on Entrepreneurs and Commercial Enterprises" (Company Law), Section IX "On reorganization of companies"; the requirements of article 20, point 2, letter c of the regulation no. 14 of the Bank of Albania (BoA) On granting the license and the exercise of banking activity of banks and branches of foreign banks in the Republic of Albania. DK Audit Shpk provides assurance as to whether the Merger Plan and Merger Agreement between the Intesa Sanpaolo Bank Albania Sh.a. (ISP Albania) and Veneto Banka Albania Sh.a (VB Albania), dated 4 May 2018 do not contain any material misstatements. We performed the procedures below to obtain reasonable assurance that the Merger Plan and Merger Agreement do not contain any material misstatements: Rr.Nikolla Jorgo, P1,10,Tirane; Tel:+355692073030; Email: ilir.daiu@dk-audit.com Page 1 of 4

DK Audit shpk www.dk-audit.com We verified the Merger Plan and Merger Agreement regarding the transfer of all assets and liabilities from Veneto Bank ShA to Intesa Sanpaolo Bank ShA; We analyzed and reviewed the approach used in the Merger Plan and Merger Agreement with regard to the determination of the share exchange ratio (if applicable); and We analyzed and reviewed the challenges and difficulties connected with valuing the Banks (if any). Based on the terms and conditions of the Merger Plan and Merger Agreement: The present shareholder of Intesa Sanpaolo Bank Albania Sh.a. is Intesa Sanpaolo S.p.A (hereafter ISP SpA ) holding 100 % of the share capital of Intesa Sanpaolo Bank Albania. The present shareholder of Veneto Banka Albania Sh.A is Intesa Sanpaolo S.p.A (ISP SpA) holding 100 % of the capital of Veneto Banka Albania ShA. Veneto Bank Albania shall be absorbed by and merged into Intesa Sanpaolo Albania. Pursuant to the provisions of Section IX of the Company Law, Veneto Bank Albania shall transfer entirely all its assets and liabilities and the separate existence of Veneto Bank Albania shall cease, and Intesa Sanpaolo Albania shall be the Acquiring Company and it shall continue its corporate existence under its name: INTESA SANPAOLO BANK ALBANIA SHA. (2) Responsibilities 1. The Management of the Intesa Sanpaolo Bank Albania Sh.a and of Veneto Banka Albania Sh.a are responsible for the preparation of the Merger Plan and Merger Agreement and proposed exchange ratio (if applicable) for treatment of capital; 2. The objective of DK Audit Shpk, in the role of independent expert, is to assure the compliance of the requirements of the Law on Commercial Companies in the event of merger, which will confirm the reasonableness of the respective values given to each share of the companies taking part in the merger and confirming that the corresponding share exchange ratio is reasonable (if applicable) or the Banks approach used for merge of the entities is fair. This work was not prepared in accordance with International Standards on Auditing, as they are not relevant to this engagement. (3) Procedures performed a) The information used for our analyses and preparation of this report. For preparation of this report we have taken into consideration the Financial Statements of the Banks as at 31st December 2017. According to the respective independent auditor's opinions, the financial statements of the banks present fairly, in all material respects, the financial position of Rr.Nikolla Jorgo, P1,10,Tirane; Tel:+355692073030; Email: ilir.daiu@dk-audit.com Page 2 of 4

DK Audit shpk www.dk-audit.com the Banks as at 31 December 2017, its financial performance and its cash flows for the year then ended, in accordance with International Financial Reporting Standards (IFRS). Applying the option for retrospective consolidation of the merging entities, the Post-Merger Opening Balance Sheet of the ISP Albania will result from the line-by-line incorporation of Veneto Bank Albania Balance-Sheet and Income Statement balances into Intesa Sanpaolo Albania as at 01/01/2018 until the Closing Date, as approved by the Bank of Albania and by Nation Business Center. b) The Transfer of Assets and Liabilities: Effective as of Closing Date, ISP Albania will be the successor, by virtue of the merger by acquisition, of VB Albania in any and all contracts, deeds and relations to which VB Albania is a party. As a result, any and all tangible and intangible assets, shown both as assets and liabilities, including any tax dues and credits and any immovable properties and contractual relations and other legal relations and legal positions of any kind, receivables and liabilities, potential liabilities and future and conditional receivables of VB Albania, will be transferred to ISP Albania. The Transferred Assets and Liabilities shall, but not be limited to, include in particular the following: Any and all trademarks, design models, patents, know-how and other intellectual rights of VB Albania; Any and all assets and rights on movable or immovable properties, tangible or intangible assets, without any limitation or exclusion, which belong or will belong to VB Albania; VB Albania licenses, concessions, authorizations, and similar rights; The customer base of VB Albania; Any lease, insurance, supply, sale, consulting, service agreements and contracts to which VB Albania is a party, whether already stipulated or being presently negotiated; Any credit, debt, deposit of any kind created by VB Albania; Any and all rights pertaining to and any and all obligations imposed on VB Albania; Any claim, dispute, lawsuit and proceeding before any Authority in which VB Albania is a party; Any and all liabilities and obligations attributable to VB Albania, including uncertain liabilities, potential liabilities and future liabilities of VB Albania which have already been incurred, etc. Should the consent of a creditor, or other third party, be necessary for the transfer of certain assets, VB Albania and ISP Albania shall endeavor, on best efforts basis, to procure it. Rr.Nikolla Jorgo, P1,10,Tirane; Tel:+355692073030; Email: ilir.daiu@dk-audit.com Page 3 of 4

DK Audit shpk www.dk-audit.com ISP Albania shall gain possession of all books, correspondence, operating data and other business records kept by VB Albania. ISP Albania shall also gain possession of any and all instruments necessary for asserting the rights being transferred to it. ISP Albania shall keep the books, correspondence, operating data and other business records for VB Albania as is per Albanian legal framework provisions. It results from the Merger Plan and Merger Agreement that it is not appropriate to increase the registered capital of ISP Albania following the Merger and to determine any share exchange ratio, any cash payment or terms of allotment of shares in the Acquiring Company (ISP Albania). Specifically, following the Merger (i) the registered capital of Intesa Sanpaolo Bank Albania sh.a shall remain 5.562.517.674,00 ALL; (ii) the number of shares shall remain 15,581,282; 3) the nominal value per share shall remain 357,000 ALL, Based on the above and considering that the Banks are owned by the same shareholder, in our opinion, the approach of not including the share exchange ratio is appropriate. (5) Conclusions: In our opinion, the approach proposed by the Management of the merged banks was appropriate considering this Merger shall not include the share exchange ratio, amount of any cash payment or the terms of allotment of shares in the Acquiring Company. During the review of the Merger Plan and Merger Agreement we did not identify any particular issue with regard to the merging related activities of the Banks. Restriction of use this opinion was prepared solely for the purposes specified in Section IX of the Law on Commercial Companies. This opinion should be read together with the Merger Plan and Merger Agreement dated May 4 th, 2018 and with appendices. DK Audit ShPK Ilir Daiu Legal Auditor Rr.Nikolla Jorgo, P1,10,Tirane; Tel:+355692073030; Email: ilir.daiu@dk-audit.com Page 4 of 4