{"clientID":"2b71d197-0c21-4234-ba98-2689b888f985","signature":"664610f33aa0503128c41216cec8b65f079ea4ee9ece982d6c7d6715d0fc4e88","encryption":"68cad83b4246825bd81d4bc1059d4620","keyID":"183b753b-7f28-af43-f453-4bd93774f44a","user":"C1AAFC8C323DFDA567B3CD7D0E48C3DD"}

Sanpaolo IMI Archive: EGM 2006

THE DECISIONS OF THE SHAREHOLDERS' MEETING

01-12-2006 The Shareholders' Meeting approves the merger with Banca Intesa
  The record of the EGM* 
  Shareholding structure (attachment A)* 
  Chairman's speech (attachment B)*
  Managing Director's speech (attachment C)*
  Registration of public documents (attachment D - part 1)*
  Registration of public documents (attachment D - part 2)*
  Shareholders' speeches (attachments E and F)*
  Return of the voting*
  Participants* 
    * Italian only

EGM - 1ST DECEMBER 2006

             Notice of Shareholders' Meeting
  Notice of Shareholders' Meeting (Preference shareholders) 
  Agenda
17-11-2006                                        
Merger by incorporation of Sanpaolo IMI S.p.A. with and into Banca Intesa S.p.A.
  Informational document
  Explanatory Report pursuant to art. 2501-quinquies of the Italian Civil Code of the Board of Directors of Banca Intesa S.p.A.
  Explanatory Report pursuant to art. 2501-quinquies of the Italian Civil Code of the Board of Directors of Sanpaolo IMI S.p.A.
  Plan for the merger pursuant to art. 2501-ter of the Italian Civil Code
  Articles of Association of the Surviving Company
  Financial statements pursuant to art. 2501-quater of the Italian Civil Code relative to Banca Intesa S.p.A.
  Financial statements pursuant to art. 2501-quater of the Italian Civil Code relative to Sanpaolo IMI S.p.A.
  Report on the adequacy of the exchange ratio pursuant to article 2501-sexies of the Italian Civil Code, prepared for Banca Intesa S.p.A. by KPMG S.p.A.
  Report on the adequacy of the exchange ratio pursuant to article 2501-sexies of the Italian Civil Code, prepared for Sanpaolo IMI S.p.A. by PricewaterhouseCoopers S.p.A.
  Report on the estimate of the exchange ratio prepared for Banca Intesa S.p.A. by Prof. A. Provasoli
  Report on the estimate of the exchange ratio prepared for Banca Intesa S.p.A. by Banca Leonardo S.r.l.
  Report on the estimate of the exchange ratio prepared for Banca Intesa S.p.A. by Merrill Lynch International
  Report on the estimate of the exchange ratio prepared for Sanpaolo IMI S.p.A. by Citigroup
  Fairness opinion prepared for Banca Intesa S.p.A. by Prof. P. Iovenitti as concerns the sale of assets to Crédit Agricole S.A.
  Fairness opinion prepared for Sanpaolo IMI S.p.A. by Prof. E. Filippi and Prof. C. Pasteris as concerns the sale of assets to Crédit Agricole S.A.
  Reports of the Independent Auditors Reconta Ernst & Young S.p.A. concerning the examination of the pro-forma consolidated financial statements of Companies involved in the merger
  Report of the Independent Auditors Reconta Ernst & Young S.p.A. on forward-looking statements  

LISTS OF CANDIDATES FOR THE APPOINTMENT TO THE SUPERVISORY BOARD OF INTESA SANPAOLO S.P.A.

27-10- 2006     Plan for the Merger and Articles of Association of the Surviving Company
27-10-2006 Report by the Board of Directors of Sanpaolo IMI 
27-10-2006 Report by the Board of Directors of Sanpaolo IMI for preference shareholders
27-10-2006 Report by the Board of Directors of Banca Intesa
27-10-2006 Auditing Firm's Report (PriceWaterhouseCoopers)
27-10-2006 Auditing Firm's Report (KPMG)
 - Sanpaolo IMI Annual and Interim Reports
 - Banca Intesa Annual and Interim Reports
27-10-2006 Financial Statements as at 30 June 2006 (Sanpaolo IMI)
27-10-2006 Financial Statements as at 30 June 2006 (Banca Intesa)  
{"toolbar":[{"label":"Refresh","url":"","key":"update-page"},{"label":"Print","url":"","key":"print-page"},{"label":"Request for Annual Reports","url":"/en/investor-relations/request-for-annual-reports","key":"business-budget"},{"label":"Financial Calendar","url":"/en/investor-relations/financial-calendar","key":"financial-calendar"}]}

This communication does not constitute an offer to purchase, sell or exchange or the solicitation of an offer to purchase, sell or exchange any securities, nor shall there be any purchase, sale or exchange of securities in any jurisdiction in which such offer, solicitation or sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, the companies involved in the proposed business combination disclaim any responsibility or liability for the violation of such restrictions by any person.The shares to be issued in connection with the proposed business combination may not be offered or sold in the United States except pursuant to an effective registration statement under the Securities Act or pursuant to a valid exemption from registration.

FORWARD-LOOKING STATEMENTS

This communication contains forward-looking information and statements about Sanpaolo IMI S.p.A. and Banca Intesa S.p.A. and their combined businesses after completion of the proposed business combination. Forward-looking statements are statements that are not historical facts. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words "expects", "anticipates", "believes", "intends", "estimates" and similar expressions. Although the managements of Sanpaolo IMI S.p.A. and Banca Intesa S.p.A. believe that the expectations reflected in such forward-looking statements are reasonable, investors and holders of Sanpaolo IMI S.p.A. and Banca Intesa S.p.A. shares are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of Sanpaolo IMI S.p.A. and Banca Intesa S.p.A., that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed or identified in the public documents sent by Sanpaolo IMI S.p.A. and Banca Intesa S.p.A. to CONSOB and under "Risk Factors" in the annual report on Form 20-F for the year ended December 31, 2005 filed by Sanpaolo IMI S.p.A. with the SEC on June 29, 2006. Except as required by applicable law, neither Sanpaolo IMI S.p.A. nor Banca Intesa S.p.A. undertakes any obligation to update any forward-looking information or statements.


IMPORTANT INFORMATION

The Banca Intesa securities referred to herein that will be issued in connection with the merger described herein have not been, but are not intended to be, registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold, directly or indirectly, into the United States except pursuant to an applicable exemption. The Banca Intesa securities will be made available within the United States in connection with the merger pursuant to an exemption from the registration requirements of the Securities Act.

The merger described herein relates to the securities of two foreign (non-U.S.) companies and is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.

It may be difficult for you to enforce your rights and any claim you may have arising under U.S. federal securities laws, since Banca Intesa and Sanpaolo IMI are located in Italy, and some or all of their officers and directors may be residents of Italy or other foreign countries. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.

>>
{"toolbar":[{"label":"Refresh","url":"","key":"update-page"},{"label":"Print","url":"","key":"print-page"}]}