CASSA DI RISPARMIO DI FIRENZE - BANCA CR FIRENZE -

Annual Report 2002

CASSA DI RISPARMIO DI FIRENZE

BANCA CR FIRENZE

-Limited Liability Company

Registered Office and Headquarters in Florence Share Capital 8 619.154.744,01 fully paid

Reserves 8 190.182.406,90 Register of Companies,

Fiscal and VAT Code n° 04385190485

Directors and General Management 5

Agenda for the Annual Shareholders’ Meeting 7

Chairman’s Letter to the Shareholders 8

Cassa di Risparmio di Firenze Spa - Parent company Annual Report 2002

Directors’ Report on the Parent Company 23

Financial statements 62

Notes to the financial statements 66

Exhibits to the financial statements 129

Statutory Auditors’ Report 174

Independent Auditors’ Report 178

Cassa di Risparmio di Firenze Group - Group Annual Report 2002

Directors’ Report on the Group 187

Consolidated financial statements 214

Notes to the consolidated financial statements 218

Exhibits to the consolidated financial statements 281

Independent Auditors’ Report 287

Listing of Branches 289

Table of Contents

Annual Report 2002

Table of Contents

Board of Directors

Chairman Aureliano Benedetti

Vice Chairman Giampiero Busi

Directors Piero Antinori

Paolo Campaioli Jean Clamon Francesco Corsi Ferruccio Ferragamo Ambrogio Folonari Lionardo Ginori Lisci Pier Giovanni Marzili Massimo Mattera Giuseppe Morbidelli Ivano Paci Foscolo Poggiolini Giuseppe Spadafora

Executive Committee

Chairman Aureliano Benedetti

Vice Chairman Giampiero Busi

Members Francesco Corsi

Pier Giovanni Marzili Massimo Mattera Giuseppe Morbidelli Giuseppe Spadafora

Board of Statutory Auditors

Chairman Vieri Fiori

Acting Auditors Franco Caleffi

Marco Sacconi

Substitute Auditors Francesco Maria Mancini

Giuseppe Rogantini Picco

General Management

General Manager Lino Moscatelli

Directors and General Management

Annual Report 2002

Banca CR Firenze heads a group which brings together banks of central and north Italy (the Pistoia, Civitavecchia, Orvieto and Mirandola Savings Banks) and spe-cialist operating companies, some of which are leaders at national level.

It has been quoted on the Milan Stock Exchange since 2000. The basis for the con-tinuous growth of the Bank and its Group is its capacity for constant self-renewal and its desire to put the highest emphasis on customer relations and service. Banca CR Firenze was one of the first Italian banks to adopt a development strate-gy centred on an integrated distribution, multichannel and multiservice model. This was made possible also thanks to the synergies existing with the product com-panies connected to the Group and the collaboration of its banking shareholders and other international partners.

Having created supplementary operative channels, at the same time strengthening the traditional sales network, makes the Bank available to customers 24 hours a day, wherever they are, thanks to the Internet connection, the land-line telephone sys-tem, or cellular GSMs or WAPs.

With a total network of 426 branches, spread over Tuscany, Umbria, Lazio, Emilia Romagna and Lombardy, we have widespread presence in the area of our opera-tions, both in the large cities and in minor locaopera-tions, so as to ensure direct and per-sonalised service to our clientele.

Through the Liberamente Network system the Banca CR Firenze Group also over-sees a financial promoters network operating in Rome, Tuscany, Emilia Romagna and the Marches. This new distribution channel boosts the Bank's and the Group's presence in the managed savings sector using an organisation of qualified profes-sionals.

Banca CR Firenze is one of the most advanced banks in Internet banking, using its own portals dedicated to private clientele and businesses. Alongside the institu-tional site (www.carifirenze.it), the bank can also be accessed through two portals, one dedicated to private customers (www.liberamente.net) and the other to busi-ness (www.ioimpresa.it).

On the services side, the Florence Group can offer numerous personalised solutions in the areas of banking, finance, insurance and consumer credit, thanks also to the synergies existing with leading companies operating in the various sectors, such as Findomestic (consumer credit), Centrovita Assicurazioni, Centro Leasing and Centro Factoring.

In addition, through working with banking partners of international stature and prestige, such as Sanpaolo IMI and BNP-Paribas, the Group has enlarged its range of services to retail customers through a multichannel network and expanded activ-ities in business areas commanding higher added value, such as corporate finance.

10

Banca CR Firenze

the distribution model

Corporate profile

Banca CR Firenze

Group summary data

In millions of euros 31/12/2002 31/12/2001 Change %

Total financial assets 26,296.4 25,149.9 4.6%

Direct borrowing 12,340.2 11,058.4 11.6% Indirect borrowing: • Administered savings 5,758.0 6,063.7 -5.0% • Managed savings 8,198.2 8,027.8 2.1% - Asset management (GPM - GPS - GPF) 1,948.4 2,340.1 -16.7% - Funds 4.471,1 4,089.3 9.3% - Insurance 1,778.7 1,598.4 11.3%

In millions of euros 31/12/2002 31/12/2001 Change %

pro-forma

Interest margin 588.4 568.8 3.4%

Net commissions and other operating income 323.6 324.5 -0.3%

Administrative expenses 593.8 574.5 3.4%

Net provisions for and value adjustments to

loans and non-current financial asset 97.1 86.9 11.7%

Profit from ordinary activities 205.1 187.2 9.6%

Consolidated Group net profit 82.6 92.3 -10.5%

ROE (*) 8.9% 11.3%

Loan risk ratios (**) 1.06% 1.74%

(*) Net profit / Average book equity excluding net profit (**) Net doubtful loans / Net customer loans

In answer to the continuous changes in the markets affecting us and growing competi-tion in the sector, Banca CR Firenze has worked out a new distribucompeti-tion model which is heavily based on targeted results and customer segments. This process, the planning for which started in 2002, has involved the creation of two new sales areas - the Businesses and Private Banking Division and the Retail Division, which meet the requirements of specific customers and aim at increasing service value and quality and improving cost control at the same time.

Banca CR Firenze further strengthened its distribution net-work by opening new branches (particularly in Rome where it has 4 outlets, besides the 10 belonging to the sub-sidiary Cassa di Risparmio di Civitavecchia) and expand-ing the financial promoters network, particularly in the Marches and Emilia Romagna, with a total force of 66 promoters.

In 2002 the Group engaged in further sales actions in line with its budget objectives and sales plan, also making organisational rearrangements for higher efficiency at Group level in order to rationalise oper-ations and contain costs. It is also important to note that there has been much collaboration, regarding corporate and operational aspects, with the other pivot shareholder banks, Sanpaolo IMI and BNP Paribas.

With a view to expanding the Group, action for development and rationalisation was taken, also in the participating interests sector, both to strengthen the Group structure and dis-pose of non-strategic assets.

12

Banca CR Firenze

strategies followed in 2002

Corporate profile

Banca CR Firenze

Group structure at 31.12.2002

Banca CR Firenze - Parent company

Group Companies

Other subsidiaries

Banking and financial

companies held over 20%

Other companies

held over 20%

The Banca CR Firenze share closed the year 2002 at Euro 1.17 (Euro 1.151 at 31 December 2001), thus rising 1.7% over the year. This result is noteworthy if comparison is made with the MIB General index which dropped 23.7% in 2002 and the sector indices, Midex and Mib banking, which fell 18.7% and 27.2% respectively.

At a time when the market was particularly difficult for banks, the Banca CR Firenze share showed a positive trend, rising for the first time since its listing to a value of Euro 1.40 and attaining, in the first four months of the year, a growth level of 19%. In the same period, the MIB General index rose 2.2% and the Mib Banking index 11.9%.

In the subsequent eight months of 2002, the market again felt the effects of the sharp decline which interested the whole economy and indices again went down until reaching the minimum for the year in October. There was a slight recovery in the last two months of 2002. Even in this second part

of the year, the Banca CR Firenze share did better than the market, falling 14.6% as against a decrease in the bank-ing sector index of around 35% thanks to investors' awareness of the Bank's excellent funda-mentals, its good half-year results and its low exposure to economic segments with a high volatility level.

Compared with the prior year, volumes increased 95% with total trades of over 167 million shares representing 15.4% of total share capital and 57% of shares on the market. The Stock Exchange Commission inserted the Banca CR Firenze share as from September into the Italian Stock Exchange Midex Index, which includes the first 25 listed

companies in terms of capitalisation and liquidity, immediately following those in the MIB30 index. The retrenchment in volumes, which was the result of the negative trend in the markets, has led to the share passing as from 24 March 2003 to the Blue Chips sector.

14

Banca CR Firenze

the bank’s share

Sala Verde

Palazzo Incontri Via dei Pucci, 1 - Firenze

Cassa di Risparmio di Firenze was formed in 1829 on the initiative of several of the most brilliant fig-ures in Florentine society and its economic commu-nity who set the objective of founding a bank to pro-mote the idea that saving was a valuable attribute. Since that time Cassa di Risparmio di Firenze has always played an important role in the development of Florence and Tuscany, also supporting it finan-cially through the construction of important public works. During the years following the second world war the Bank participated actively in the reconstruc-tion of the country and dedicated itself to support-ing the economy and the social fabric, in particular by lending to small and medium-sized businesses which, still today, constitute the backbone for activ-ities in the areas where it operates.

In 1992 Cassa di Risparmio di Firenze - which in the preceding years had set up innovative

product companies such as Centro Leasing, Centro Factoring and Findomestic - became an SpA-type limited company, and still continued on improving the quality of its business management criteria and organisational structure.

In 1998 the Cassa di Risparmio di Firenze Banking Group was formed. In July 2000 the shares of the parent company Banca CR Firenze were listed on the Milan Stock Exchange.

The Group, fortified by its traditions and attentive to the requirements of the public it serves, is facing the new millennium as a dynamic and pioneering enter-prise, heavily oriented towards the creation of value.

Corporate profile

Banca CR Firenze

historical outline

16

Banca CR Firenze

the bank’s rating

Share price performance

Shareholder composition

Rating house Short-term debt Long-term debt

Fitch F1 A-Moody's P1 A2 L A D 60 70 80 90 100 110 120 130 BANCA CR FIRENZE MIB BANKING MIB GENERAL MIDEX G F M A M G S O N

Other (on the market) 21,0% CR Ravenna 0,6% Banca Carige 0,8% Fondazione CR Pistoia e Pescia 3,9% Fidelity Investments 5,5% BNP Paribas 6,9% Sanpaolo IMI 19,5% Ente CR Firenze 41,8% 10-16 Inglese CRF 24-06-2003 11:17 Pagina 16