Credito Valtellinese S p A : Issuers' Statement in accordance with article 103 TUF

STATEMENT BY THE BOARD OF DIRECTORS OF BANCA PICCOLO CREDITO VALTELLINESE S.P.A.

in accordance with article 103, paragraphs 3 and 3-bis of the Legislative Decree of 24 February 1998, No. 58, as subsequently amended and supplemented, and article 39 of the CONSOB Regulations, adopted with resolution No. 11971 of 14 May 1999 as subsequently amended and supplemented, regarding the

TOTALITARIAN VOLUNTARY TENDER OFFER PROMOTED BY CRÉDIT AGRICOLE ITALIA S.P.A.

in accordance with articles 102, paragraph 1, and 106, paragraph 4, of the Legislative Decree of 24 February 1998, No. 58, as subsequently amended and supplemented

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28 March 2021

THE BOARD OF DIRECTORS OF CREVAL, AFTER CAREFUL EVALUATION OF THE OFFER

DOCUMENT AND THE AVAILABLE DOCUMENTATION, CONSIDERS THAT CONSIDERATION OF 10,500 EUROS PER CREVAL SHARE, (CUM DIVIDEND) IS NOT FAIR FOR CREVAL'S

SHAREHOLDERS, POINTING OUT THE FOLLOWING:

(i)The Consideration of 10,500 euros per Creval Share (cum dividend) is inadequate from a financial point of view for the reasons given in Section 7 of this Issuer's Statement;

(ii) Creval has various distinctive elements of value from a stand-alone perspective that it is believed must be adequately valued and considered:

a) A high capital surplus due to a best-in-class capital endowment

Creval can count on a best-in-class capital endowment in the Italian banking context, thanks to a CET 1 ratio at 31 December 2020 of 23.9% on a phased-in basis and equal to 19.6% on a fully-loaded basis (both already net of the proposal to distribute the 2021 Dividend of around 16 million euros), a level equal to twice the SREP restriction notified by the Bank of Italy (equal to 8.55%). This capital ratio is moreover significantly higher than the average fully loaded CET 1 ratio of the leading Italian listed banks, equal to 14.4%1 and equivalent to a capital surplus of more than 400 million euros on the basis of the values at 31 December 20202. The high capital position also creates the condition for a potential strengthening of the dividends policy following the expiry of the current limits set by the ECB until 30 September 2021. For more information, refer to Section 5, Paragraph 5.2.1(i) of this Issuer's Statement.

• b) Significant improvement of the risk profile in anticipation of target set for 2023 by the Business Plan

  Creval, from the outset and in line with the strategic priorities of the Business Plan, has gradually improved its risk profile thanks to the definition of new underwriting and monitoring policies and the implementation of the reduction plan of gross non-performing loans, cut by more than 50% between 30 June 2019 to 31 December 2020. The NPE ratio (on a gross basis) decreased from 11.4% at 30 June 2019 to 5.8% at 31 December 2020, reaching a better level and significantly in advance of the target set for 2023 by the Business plan (<6,5%). In the same period, the texas ratio (meaning the ratio between net NPE/fully loaded CET 1) improved from 57.5% to 30.5%, standing at a lower level that the average of the leading Italian listed banks. For more information, refer to Section 5, Paragraph 5.2.1(ii) of this Issuer's Statement.

• c) Improvement of operational efficiency with a great reduction of the operating costs in the financial year at 31 December 2020, in advance of the targets set by the Business plan

  Creval, from the outset and in line with the strategic priorities of the Business plan, recorded a trend of constant reduction of the operating costs which stood at around 393 million euros in the financial year at 31 December 2020, with a fall of 9% compared to the financial year at 31 December 2019, enabling it also to reach, a year in advance, a lower level of costs than that envisaged by the Business plan for 2021. For more information, refer to Section 5, Paragraph 5.2.1(iii) of this Issuer's Statement.

1 Average at 31 December 2020 of the leading Italian listed banks i.e. Banca Popolare di Sondrio, BPER Banca (pro-forma for the acquisition transactions of a bank branch from Intesa Sanpaolo), Banco BPM, Credem, Intesa Sanpaolo, Unicredit). 2 Calculated as the difference between the fully loaded CET 1 ratio and the average of the fully loaded CET 1 ratio of the main Italian listed banks (i.e. Banca Popolare di Sondrio, BPER Banca (pro-forma for the acquisition of a banking going concern from Intesa Sanpaolo), Banco BPM, Credem, Intesa Sanpaolo, Unicredit) multiplied by the RWA of the Bank as at 31 December 2020.

d) Gradual improvement of the commercial activity in support of the goal of sustainable profitability

The Bank, consistent with the strategic lines of the Business Plan, launched a process of relaunching the commercial platform in support of the generation of operational revenues, focusing in particular on the contribution (i) of the retail mortgage and consumer finance sectors and (ii) of the wealth management area, in a framework of gradual but already appreciable increase of the stock that is also translated in a continuous and more visible contribution to the revenues. The combined effect of the improved levels of efficiency and the positive indications of the commercial front gives substance to and supports the gradual generation of sustainable profitability. For more information, refer to Section 5, Paragraph 5.2.1(iv) of this Issuer's Statement.

• e) Potential benefits of the entering Deferred Tax Assets (DTA) on a stand-alone basis

  At 31 December 2020, Creval had off balance sheet DTAs from tax losses and ACE surpluses of around 181 million euros. The income expectations should allow the possibility of entering these DTAs in future financial years for an amount estimated at around 30 million euros a year in the period (2021-2026). For more information, refer to Section 5, Paragraph 5.2.1(v) of this Issuer's Statement.

• f) The need to consider Creval's significant capitalisation level in order to sufficiently appreciate the Bank's actual profitability in comparative terms

  The Bank's profitability indicators (RoE, RoTE and RoATE) reflect the significant surplus of capital. For illustrative purposes, on the basis of a normalised capital position that enables the maintenance of a fully-loaded CET 1 ratio of around 14.4% (the average fully-loaded CET 1 ratio of the leading listed Italian banks at 31 December 20203), Creval's RoE, equal to 6.4% at 31 December 2020, would be 8.4%. For more information, refer to Section 5, Paragraph 5.2.1(vi) of this Issuer's Statement.

(iii) Creval has various distinctive elements of value from an M&A perspective that it is believed must be adequately valued and considered in the Voluntary Tender Offer:

a) Tax benefits arising from conversion of Deferred Tax Assets (DTA) to tax credits in the context of the possible aggregation between CAI and Creval based on the provisions of the Budget Law 2021, approved after the announcement of the Offer.

The Budget Law 2021, published in the Official Gazette on 30 December 2020 (so after the Offer announcement on 23 November 2020), would enable the conversion into tax credits of both Creval's DTAs of around 249 million euros at 31 December 2020, and those of CAL of around 136 million euros at 31 December 2020. This benefit, significantly higher than could be obtained on a stand-alone basis by the two companies, estimated on the basis of the aforementioned data, would amount, net of the respective conversion commission and the respective tax benefits, to around 321 million euros and would be obtainable almost immediately or, in any event, in the short term. These tax benefits would enable an increase of the capital position for the combined entity and, therefore, for the Bidder, both from the accounting point of view, as regards the off balance sheet DTAs, and the regulatory point of view, as regards the on and off balance sheet DTAs. For more information, refer to Section 5, Paragraph 5.2.2(i) of this Issuer's Statement.

b)Significant potential synergies and relevant positive effects on the profit and loss account attainable through the aggregation of CAI with Creval

The possible acquisition operation of Creval could lead to significant potential synergies and significant positive effects on the profit and loss account for CAI. According to what is reported in the Offer Document: (i) the annual run-rate synergies could stand at around 95 million euros (before tax)

3 Average at 31 December 2020 of the main Italian listed banks i.e. Banca Popolare di Sondrio, BPER Banca (pro-forma for the acquisition of a banking going concern from Intesa Sanpaolo), Banco BPM, Credem, Intesa Sanpaolo, Unicredit.

and (ii) the additional positive effects on the profit and loss account generated by the integration of Creval in the CAI Group are estimated at about 35 million euros, achievable in at least four years and (iii) the so-called "integration and restructuring" costs are indicated as at least 345 million euros, equal to around 7 times the annual run-rate cost synergies before tax a value well above that announced in recent combinations in the Italian banking sector (around twice the annual run-rate cost synergies,4), even though the Bidder states that it is not planning to implement redundancy plans, workforce cuts or other organisational measures. For more information, refer to Section 5, Paragraph 5.2.2(ii) of this Issuer's Statement.

c) An additional capital buffer that can potentially be used in strategic initiatives considering the target capital ratios of Crédit Agricole

In addition to the surplus capital on a stand-alone basis as previously shown, it is fitting to underline that if the fully-loaded target CET 1 ratio declared by Crédit Agricole in its 2019-2022 business plan (equal to 11% in 2022), Crédit Agricole and the Bidder's other shareholders could potentially benefit from an addition capital buffer of around 280 million euros5, incremental to the aforementioned capital surplus of more than 400 million euros compared to the average of the main Italian listed banks6, for an overall total of more than 700 million euros (even before the benefits from DTA conversion), which could potentially be used in the implementation of the Group's strategic initiatives. For more information, refer to Section 5, Paragraph 5.2.2(iii) of this Issuer's Statement.

• (iv) Various elements of value and distinctive elements regarding Creval, both from a stand-alone and M&A perspective, are also highlighted by a number of institutional investors, Creval's shareholders and certain financial analysts

  Various elements of value and distinctive elements regarding Creval indicated in this Issuer's Statement both from a stand-alone and an M&A perspective (the implementation of the Bank's Business Plan with the attainment of certain relevant targets in advance of the times envisages, the Bank's high capitalization, the benefits regarding the DTAs, the significant synergies for the buyer in the context of integration with Creval etc.) have been highlighted, from the period after the Offer's announcement, by various institutional investors, Creval's Shareholders and by financial analysts. For more information, refer to Section 5, Paragraph 5.2.3 of this Issuer's Statement.

• (v) The Creval share, following the announcement of the Offer, has constantly traded at a significant premium compared to the Consideration

  The Creval share, following the announcement of the Offer, has traded constantly at a significant premium compared to the Consideration, an aspect that shows that the market appears to believe that the Offer Consideration does not express an adequate valuation of Creval. For more information, refer to Section 5, Paragraph 5.2.3(iii) of this Issuer's Statement.

• (vi) CAI could benefit from significant negative goodwill deriving from the possible acquisition of Creval CAI could benefit from negative goodwill, estimated on a preliminary basis by the Bidder itself, of more than 1 billion euros, deriving from the significant difference between Creval's tangible net equity and the Bank's value recognised by the Consideration. Moreover, it is noted that this preliminary estimate of

4 Purely for information purposes, in the case of integration between Intesa Sanpaolo and UBI Banca, at the announcement of the transaction the acquirer declared integration costs for an amount of 1,276 million euros (before taxes) equal to around 2.3x the annual run-rate cost synergies (before taxes) estimated at 545 million euros and, thereafter, the same costs at 1,378 million euros (before taxes) equal to around twice the annual run-rate cost synergies (before taxes) revised at 700 million euros.

5 Calculated as the difference between the fully loaded CET 1 ratio and the average of the fully loaded CET 1 ratio stated by Credit Agricole in its business plan 2019-2022 (11% at 2022).

6 i.e. Banca Popolare di Sondrio, BPER Banca (pro-forma for the acquisition of a banking going concern from Intesa Sanpaolo), Banco BPM, Credem, Intesa Sanpaolo, Unicredit.