The Ordinary Shareholdings' Meeting of Banco di Desio e della Brianza S.p.A. approved the financial statements as at 31 december 2013

THE ORDINARY SHAREHOLDINGS' MEETING OF BANCO DI DESIO E DELLA BRIANZA S.P.A. APPROVED THE FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013

• GROWTH IN TOTAL DEPOSITS FROM  ORDINARY CUSTOMERS to Euro 14.1 billion (+4.6%) of which DIRECT DEPOSITS Euro 7 billion (+7.4%), with a Loans/Deposits ratio of 88% (previously 94.3%)
• INCREASE IN LOANS to Euro 6 billion, net of repo transactions with institutional counterparties for Euro 0.1 billion (+4%)
• OPERATING MARGIN RISES to Euro 141.5 million (+17.5%)
• ADJUSTMENTS TO LOANS increase from Euro 81.5 million to Euro 121.6 million
• EXTRAORDINARY ALLOCATION of Euro 16.2 million for employee exit plan
• PROFIT FOR THE PERIOD of Euro 9.4 million (previously Euro 9.2 million)
• STRONG CAPITAL SOLIDITY
  Shareholders’ equity Euro 781.6 million (previously Euro 776.5 million)
  Regulatory capital Euro 809.8 million (previously Euro 802.4 million)
  Tier 1 and Core Tier 1 18% (previously 18.3%)
  Total capital ratio 19.6% (previously 20.1%)
  
  
• DIVIDEND
  Euro 0.0214 per ordinary share
  Euro 0.0364 per savings share
  Payout 31.66% (previously 52.54%)

THE ORDINARY SHAREHOLDERS' MEETING ALSO RENEWED ITS CORPORATE OFFICES FOR THE THREE YEAR PERIOD 2014-2016 THE BOARD OF DIRECTORS, IN A FOLLOWING MEETING, ISSUED ALL RELEVANT RESOLUTIONS TO THIS REGARD

ARTICLES OF ASSOCIATION AMENDMENTS HAVE BEEN APPROVED BY THE EXTRAORDINARY SHAREHOLDERS' MEETING AS PER THE AGENDA

The Extraordinary Shareholders' Meeting of Banco di Desio e della Brianza S.p.A., which met, on first call, on 29 April 2014, approved the financial statements as at 31 December 2013, prepared in compliance with the IAS/IFRS International Accounting Standards and the provisions issued by the Bank of Italy with Circular n. 262 of 22 December 2005, as amended.

BALANCE SHEET DATA FOR 2013

KEY FIGURES IN THE INDIVIDUAL FINANCIAL STATEMENTS OF THE PARENT COMPANY AS AT 31 DECEMBER 2013

Total deposits from ordinary customers Euro 14.1 billion (+4.6%)
of which Direct Deposits Euro 7 billion (+7.4%)
Net loans to customers Euro 6 billion (net of repo transactions with institutional counterparties which decreased to Euro 0.1 billion versus Euro 0.3 billions as at the end of 2012) (+4%)
“Performing loans/ net loans” ratio 3.49% (previously 2.69%)
Operating margin Euro 141,5 million (+17.5%)
Net operating profit Euro 3.9 million (-82.8%), after adjustments to loans of Euro 121.6 million
Profit for the period Euro 9.4 million (previously Euro 9.2 million) after allocations of one-off expenses to the employees’ solidarity fund of Euro 16.2 million in implementation of the Group Business Plan 2013-2015
Shareholders’ equity Euro 781.6 million (previously Euro 776.5 million)
Regulatory capital Euro 809.8 million (previously Euro 802.4 million)
Tier1 and Core Tier1 18% (previously 18.3%) and Total capital ratio 19.6% (previously 20.1%)

KEY CONSOLIDATED DATA AS AT 31 DECEMBER 2013

Total deposits from ordinary customers Euro 15.2 billion (+3.4%)
of which Direct Deposits Euro 7.8 billion (+6.5%)
Net loans to customers Euro 6.8 billions (net of repo transactions with institutional counterparties which decreased to Euro 0.1 billion versus Euro 0.3 billion as at the end of 2012) (+3.4%)
“Performing loans/ net loans” ratio 3.35% (previously 2.55%)
Operating margin Euro 155.3 million (+21.9%)
Losses after tax from continuing operations Euro 6.5 million (previously Profit after tax from continuing operations of Euro 14.9 million) after adjustments to loans of Euro 136.9 million
Parent Company net loss Euro 5 million (previously net profit of Euro 20.2 million) after allocations of one-off expenses to the employees’ solidarity fund of Euro 16.8 million in implementation of the Group Business Plan 2013-2015
Shareholders’ equity pertaining to the Parent Bank Euro 818.7 million (previously Euro 821.2 million)
Regulatory capital Euro 823.3 million (previously Euro 827.7 million)
Tier1 and Core Tier1 11.8% (previously 12.1%) and Total capital ratio 13% (previously 13.4%)

In order to report on the overall performance of the Group, following is a summary of the consolidated financial statements contained in the press release of 13 March 2014, following approval by the Board of Directors of Banco di Desio e della Brianza S.p.A.

Consolidated balance sheet data

Total customer assets under management increased at the end of the year to Euro 18.5 billion, with an overall 2.4% increase of Euro 0.4 million compared to the previous year, attributable to direct deposits (+6.5%), whilst indirect deposits recorded a limited decrease of 0.3%.

The balance of direct deposits at the end of 2013 reached about Euro 7.8 billion, with a positive change of about Euro 0.5 billion (+6.5%) due to the increase in amounts due to customers.

Indirect deposits, accounting for approximately Euro 10.7 billion of total assets, recorded a decrease of less than Euro 0.1 billion (-0.3%) over the twelve month period, attributable to the 2% decline in deposits from institutional customers compared to the previous year’s figure. “Ordinary” customer deposits, on the other hand, rose to about Euro 7.5 billion, corresponding to a 0.4% increase attributable to performance in the assets under management segment (+4.4%), partially counter-balanced by a decline in administered assets (-2.9%).

Despite the slowdown in recourse to credit at system level, the value of loans to ordinary customers as at 31 December 2013 reached around Euro 6.8 billion, exceeding the previous year’s figure by more than Euro 0.2 billion (+3.4%). Vice versa, at year end loans to institutional customers, represented by repo transactions, totalled about Euro 0.1 billion, down Euro 0.2 billion compared to the end of 2012.
The Group’s lending activities therefore resulted in a total for net loans to customers of around Euro 7 billion (+0.1%).

The Group's total financial assets at year end were Euro 1.6 billion, up about Euro 0.4 billion on the total recorded at the end of the previous year (+37.9%), while the net interbank position is in debt for approximately Euro 0.2 billion, in line with the balance at the end of the previous year.

The Group's strong capital solidity is confirmed by the Shareholders’ equity pertaining to the Parent Bank which, including profit for the period, totals Euro 818.7 million as at 31 December 2013 (Euro 821.2 million at the end of 2012), by the regulatory capital of Euro 823.3 million (Euro 827.7 million at the end of 2012) and in the consolidated capital ratios calculated in accordance with the supervisory regulations in force, which show Tier1 and Core Tier1 at 11.8% (previously 12.1%) and a Total capital ratio of 13% (previously 13.4%).

On 1 January 2014 the new harmonised regulations for banks and investment companies under the terms of the CRR and the European Directive CRD IV of 26 June 2013, which transpose the standards defined by the Basel Committee on Banking Supervision (the Basel 3 framework) to EU regulations, entered into force. The Basel Committee’s aim was to improve banking system continuity by - amongst other things - pursuing the objective of raising the quality of regulatory capital to increase banks’ capacity to absorb losses. In particular, the new regulations strengthen the importance of ordinary shares in the composition of own funds and extend and harmonise the list of items to be deducted as well as prudential adjustments.
An assessment of the Group’s capital adequacy in accordance with the new criteria shows that the ratio between common equity and weighted assets is 12.14%.

Consolidated income statement data

The year closed with a net loss pertaining to the Parent Bank of Euro 5 million, affected by the heavier impact of adjustments to loans (which rose from Euro 89.5 million to Euro 136.9 million), allocations to the employees’ solidarity fund of Euro 16.8 million following implementation of the Group Business Plan 2013-2015 and the loss of Euro 9.2 million recorded by the Swiss subsidiary Credito Privato Commerciale S.A. (in liquidation).

The breakdown and performance of the main reclassified Income Statement items are summarised as follows:

Operating income

The revenue items related to operations recorded an increase of 4.5% compared with the previous year, up to Euro 366.8 million, with a growth of Euro 15.7 million. The increase is mainly attributable to the net profits/(losses) on trading, hedging and disposal/repurchase of receivables, financial assets/liabilities at fair value for Euro 10.3 million (+33.4%), net commissions for Euro 7.4 million (+7.0%) and other operating income/expenses for Euro 3.2 million (+23.1%), of which Euro 1.3 million capital gains on disposal of the property of the subsidiary Brianfid-Lux S.A. (in liquidation). Also recording an increase were profit from investments in associates for Euro 0.7 million, associated with the share of profit of Chiara Assicurazioni S.p.A., which became an associate during the year, and dividends and similar revenues for Euro 0.1 million. Vice versa net interest income, which, at Euro 194.3 million, showed a decrease of about Euro 6 million, equal to 3% of the previous year’s figure.

Operating charges

Operating charges, which include personnel expenses, other administrative expenses and net adjustments to property, plant and equipment and intangible assets, overall show a balance of approximately Euro 211.5 million, with a 4.5% drop of about Euro 12.2 million compared to the previous year. The recovery is largely attributable to personnel expenses which, net of one-off expenses among the total use of funds in implementation of the Group Business Plan 2013-2015 amounting to Euro 16.8 million and reclassified to profits/(losses) after taxes from non-recurring operations, decreased by Euro 9.1 million (-6.4%). The other two cost items also show a decrease, respectively other administrative expenses by Euro 1.4 million (-2.1%) and net adjustments to property, plant and equipment and intangible assets by Euro 1.6 million (-14.9%).

Operating margin

The operating margin at the end of the period consequently amounted to Euro 155.3 million which, compared to the Euro 127.4 million of the previous year, shows a 21.9% growth..

Utile della gestione operativa al netto delle imposte

The weight of the net adjustments for impairment of loans equal to Euro 136.9 million, with higher adjustments for Euro 47.4 million compared to 2012, the net allocations to provisions for risks and charges of Euro 10.9 million, up Euro 7.4 million on the comparison period, losses on disposal or repurchase of loans for Euro 1.4 million, the net adjustments for impairment of financial assets available for sale of Euro 0.6 million, net adjustments for impairment of other financial transactions of Euro 1.7 million and taxes on income from continuing operations of Euro 10.3 million, down Euro 6.3 million, result in a loss after taxes from continuing operations of Euro 6.5 million, compared to the profit of Euro 14.9 million recorded in the previous year (-143.9%).

Profit from non-recurring operations after tax

The profit from non-recurring operations after tax of Euro 1.6 million comprises the capital gains realised from the price adjustment following disposal by the Parent Bank at the end of 2012 of its remaining 30% investment in the former associate Chiara Vita S.p.A. for Euro 7.2 million, the gain realised on disposal - again by the Parent Bank - of the controlling interest in Chiara Assicurazioni S.p.A. (from 66.66% to 32.66%) for Euro 4.6 million, together with the positive effects on the income statement from the change in consolidation method for that company, which became an associate, for about Euro 1.3 million. In addition, the impact of estimated one-off expenses was recorded against the total use of funds in implementation of the Group Business Plan 2013-2015, which amounted to Euro 16.8 million before taxes, and the contribution of taxes on profit from non-recurring operations for a total of Euro 5.3 million, composed of the tax effect on these one-off expenses, on capital gains realised as referred to above and as a result of tax redemption pursuant to Italian Law Decree 185/2008 (for the subsidiary Banco Desio Lazio S.p.A.) and goodwill included in the book value of the investment in FIDES S.p.A. and recognised to the consolidated financial statements of the Group for about Euro 0.9 million.

Parent Company Profit (Loss) for the period

The sum of the operating loss after tax from continuing operations, the profit from non-recurring operations after tax and the loss pertaining to minority interests of Euro 0.1 million, results in 2013 closing with a loss pertaining to the Parent Bank of Euro 5 million, compared to a profit of Euro 20.2 million recorded in the previous year.

In this difficult and persisting negative economic and financial scenario, once again in 2013 the Group has managed to keep the structure of its distribution network unchanged. The network comprises 185 branches, of which 164 Banco di Desio e della Brianza S.p.A. and 21 the subsidiary Banco Desio Lazio S.p.A.
As at 31 December 2013, the Group had a workforce of 1,760 employees, with a decrease of 78, 4.2% less than the end of the previous year, mainly attributable to the exit from the Group of Chiara Assicurazioni S.p.A. and the fact that the subsidiaries Credito Privato Commerciale S.A. and Brianfid-Lux S.A. are in liquidation.

ALLOCATION OF THE NET PROFIT FROM THE INDIVIDUAL FINANCIAL STATEMENTS OF THE PARENT COMPANY

The Ordinary Shareholders' Meeting approved the allocation of a dividend of Euro 0.0214 for each of the 117,000,000 ordinary shares and a dividend of Euro 0.0364 for each of the 13,202,000 saving shares, thus enabling the allocation of about Euro 6.4 million to the equity reserves.
In compliance with the Stock Exchange timetable, the dividend shall be paid on 8 May 2014 with detachment of coupon n. 23. The coupon detachment date, for security listing purposes, and the “record date”1
will instead take place on 5 and 7 May 2014, respectively.

The individual financial statements and the consolidated financial statements have been audited by Deloitte & Touche S.p.A. which expressed an opinion with no relevant remarks.

Here attached are the tables relating to the Balance Sheet and the reclassified Income Statement of the Group consolidated Financial Statements, as well as the individual Financial Statement of the Parent Company Banco di Desio e della Brianza S.p.A.

AOTHER RESOLUTIONS ISSUED BY THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING, AS WELL AS BY THE SPECIAL MEETING OF SAVING SHAREHOLDERS AND BY THE BOARD OF DIRECTORS, FOLLOWING THE  SHAREHOLDERS' MEETING

Before the Ordinary and Extraordinary Shareholders' Meeting, the Special Meeting of Saving Shareholders was held and issued the following resolutions:

• Following the business report, the office of Common Representative is confirmed to be conferred on Dr Franco Fumagalli Romario for three financial periods, with an annual fee of Euro 10,000.00 inclusive of the refund, in a lump sum, of the expenses incurred for fulfilling the assigned duties, and net of VAT and contributions;
• the reconstitution of the fund for the expenses related to the protection of common interest in the amount equal to the remuneration approved for the Common Representative.

The Ordinary Shareholders' Meeting has also resolved that the Company shall absorb this remuneration, thus not deducting it from the profit to be distributed to the saving shareholders.

The Ordinary Shareholders' Meeting has also approved the annual document with the Group's remuneration policies, prepared in compliance with all appropriate supervisory provisions.

Furthermore, the Extraordinary Shareholders' Meeting has approved some amendments to the Articles of Association related, primarily, to the corrective provisions (Legislative Decree n. 91/2012 which has amended Legislative decree n. 27/2010) concerning the “shareholders' rights” as well as the developments in the supervisory laws with a particular reference to the 15th update of the Bank of Italy Circular n. 263/2006 regarding internal audit systems.

APPOINTMENT OF THE BOARD OF DIRECTORS AND BOARD OF STATUTORY AUDITORS

The Ordinary Shareholders' Meeting has appointed the Board of Directors and the Board of Statutory Auditors for the financial period 2014-2016. These corporate bodies – after the resolutions issued by the Board itself at the meeting following the Shareholders' Meeting – are composed as followed:

The names followed by a (E) are identified as Executive Directors, pursuant to the Code of Conduct for listed companies.

The names followed by a (I) meet the independence requirements in compliance with TUF and with the Code of Conduct for listed companies²

The names followed by a (M) refer to appointments made by the “minority shareholders list”.

The Board of Statutory Auditors is assigned the functions of Supervisory Board 231 pursuant to Legislative Decree 231/2001.

The Board of Directors has also resolved on the following composition of its internal Committees:

The CVs of the corporate officers are available on the website of the Banco www.bancodesio.it, section Investor Relations/Assemblee 2014/Liste nomine per il Consiglio di Amministrazione e il Collegio Sindacale (section Investor Relations/Shareholders' Meetings 2014/Lists for the appointment of Board of Directors and Board of Statutory Auditors).

¹Dividend payment legitimation date introduced in art. 83-terdecies of the Consolidated Act on Finance (TUF) by Legislative Decree n. 91/2012

²except for criteria 3.C.1 – letter e) which contemplates the loss of independence in the event of an office being held for more than 9 years over the last 12 year period (criteria not adopted by the Board for the reasons described in the Annual Report on corporate governance). For further information on this subject, please refer to the Report published on 7 April 2014.

At the time of the appointment, none of the above-indicated members of the Board of Directors and of the Board of Statutory Auditors is holding relevant shareholdings in the company's share capital, pursuant to art. 120 T.U.F. (without prejudice to the significant equity investment previously declared by the Vice Chairman Stefano Lado and made public pursuant to the law).

Desio, 29 April 2014

BANCO DI DESIO E DELLA BRIANZA S.p.A.

The Chairman

The Manager in charge of drawing up the company accounting documents, Piercamillo Secchi, hereby declares that, pursuant to art. 154-bis, paragraph 2 of the Consolidated Law on Finance, the accounting information contained in this press release corresponds to the company’s documents, books and accounting records.

Piercamillo Secchi