Milano, 04 September 2006

Today, Banca Intesa’s Board of Directors approved an amendment to certain terms and conditions of the share purchase agreement originally signed last February between Banca Intesa and the controlling shareholder of Ukraine’s Ukrsotsbank for the acquisition of the latter’s control. Ukraine and Ukrsotsbank, which is the Country’s fourth largest bank, remain key to Banca Intesa’s strategy of selective strengthening in the fast-growing banking markets of Central and South-Eastern Europe.

In consideration of a certain court case pending in the USA and involving Ukrsotsbank, Banca Intesa and the controlling shareholder of Ukrsotsbank agreed to proceed with the closing of the transaction upon such court case being resolved definitively and in a manner satisfactory to Banca Intesa.

The transaction entails the purchase of an interest of 88.55% of Ukrsotsbank’s share capital, with a put option for the sellers in respect of any additional minority interests up to 100% of the share capital. The valuation of the bank has been increased by approximately 6.9%, namely to USD 1,400 million (i.e. approximately €1,090 million), to take into account Ukrsotsbank’s net profit in 2006 half year, which was significantly higher than forecast, and a material time delay in the original closing date, which was expected to take place last May. The closing will also be conditional upon the required regulatory approvals in Italy and Ukraine and other customary closing conditions.

Should the closing of the transaction not occur by 31^st March 2007, Banca Intesa and the sellers of Ukrsotsbank may terminate the agreements and be free to  pursue other options, including a renegotiation of the transaction. Banca Intesa and the sellers are confident that the conditions precedent to the closing of the transaction shall be satisfied within the agreed terms and that they shall be able to proceed to closing.

As at 30^th June 2006, Ukrsotsbank registered the following unaudited financial and operational highlights: total assets of USD 2.5 billion, customer loans of USD 1.9 billion, customer deposits of USD 1.8 billion, shareholders’ equity of USD 285.6 million, half-yearly net profit of USD 29.6 million. Ukrsotsbank employs over 9,900 staff and operates in Ukraine through a nationwide network of 518 branches.

Banca Intesa is already operational in Central and South-Eastern Europe through leading subsidiaries which provide retail and commercial banking services in Croatia, Slovakia, Serbia, Hungary, Bosnia and Herzegovina, and the Russian Federation. As at 30^th June 2006, these subsidiaries, included Ukrsotsbank, accounted for €24.2 billion of total assets, over 6 million customers and nearly 1,300 branches.

 

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