Meeting of the Shareholders of Credito Valtellinese approves share capital increase

Sondrio, 10 February 2007 - The extraordinary meeting of the shareholders of Credito Valtellinese, held today in Sondrio and attended by more than 2,000 shareholders, authorised the plan to increase share capital that had been approved by the board of directors on 12 December 2006.

The transaction, which will be carried out after the deadline (19 March - 19 April 2007) for the conversion of the third and final tranche of the "Credito Valtellinese 2.80% 2004-2007 Convertible Bond" into shares, is structured as follows:⁽¹⁾

• Increase in share capital free of charge, for a maximum counter-value of € 53.6 million at par value, through the increase in the par value of shares from € 3.00 to € 3.50;
• Paid share capital increase through the issue of a maximum of 53,553,595 shares to be offered on option to shareholders in 2007 at the ratio of one newly issued share per two shares currently held at a price between € 9 and € 11 and the free assignment of 2 warrants to be exercised in 2008 and 2 warrants to be exercised in 2009 per 5 newly issued shares subscribed at a price equal to 20% of the average market price of Credito Valtellinese stock during the three months prior to the date that the period of exercise begins;
• Free assignment of a maximum number of 5,355,359 shares to shareholders who subscribe the paid share capital increase and hold the subscribed shares until 12 July 2008, the date marking the one-hundred year anniversary of the foundation of the Banca Piccolo Credito Valtellinese, at the ratio of one new share per 10 shares subscribed under the paid share capital increase described in point 2).

The increase in free capital described in section 1 will be carried out accordingly by the beginning of May 2007, upon the completion of transactions related to the conversion of the Credito Valtellinese 2.8% 2004-2007 Convertible Bond into shares, before this offer expires and after the 2006 dividends are paid.

Stock options for the new shares connected to the increase in capital by payment (section 2) offered to shareholders, will be carried out accordingly in the second half of May 2007, subject to necessary authorizations from relevant supervisory authorities. The 2008 - 2009 warrants may be exercised in the month of April in both 2008 and 2009.

The increase in free capital cited in section 3, to be activated through the issuing of bonus shares, will be carried out accordingly by July 30, 2008.

The general meeting granted the Board of Directors authorization on determining the terms, conditions, and means of transaction, in particular the determination of a definite price for the issuing of shares through the increase in capital by payment (section 2), as well as for requesting the approval to list warrants included with the new shares on the Italian Stock Exchange, even after they have been issued, and finally for the possible creation of a consortium for guarantees and/or listing.

Further information will be communicated to the market as soon as it is made definite.

The shareholders' meeting also approved some amendments to the articles of association aimed at adjusting the governance structure to fit the Group's development in terms of its size and operations by strengthening the specific role of management, coordination and control assigned to the Parent Bank, in addition to ordinary adjustment of the text of the articles of association.

Specifically, the amendments pertain to:

• the increase of the number of members of the board of directors from a minimum of 12 to a maximum of 18 (previously a minimum of 9 and a maximum of 15);
• the increase of the number of members of the executive committee from a minimum of 5 to a maximum of 7 in line with the composition of the board of directors;
• the introduction of a rule establishing concurrent term of office for the entire board of directors instead of one third of the directors each year;
• change of the quorum requirements for the second call of extraordinary shareholders' meetings to be duly constituted and pass resolutions.

Amendments to the articles of association to bring them into line with new provisions of the law protecting savings will be submitted to the next extraordinary shareholders' meeting, since the secondary regulatory framework has yet to be defined.

For further information, contact:

Tiziana Camozzi
Telephone 0280.637.471
Fax 0280.637.398
Email: camozzi.tiziana@creval.it

Raffaella Premoli
Telephone 0280.637.403
Fax 0280.637.297
Email: premoli.raffaella@creval.it



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1. The transaction is structured supposing that the third and final tranche of the "Credito Valtellinese 2.80% 2004-2007 Convertible Bond" will be fully converted, i.e. assuming by convention that the number of outstanding shares on 30 April 2007 will be 107,107,91.
The third share of capital for the bond issue, totalling € 400 at par value, will be able to be converted to 55 ordinary Credito Valtellinese shares during the period of 19 March - 19 April, 2007 (see art. 8 of the terms and conditions of the bond issue).