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Informational Document

INFORMATIONAL DOCUMENT RELATING TO THE MERGER BY INCORPORATION OF SANPAOLO IMI S.P.A. WITH AND INTO BANCA INTESA S.P.A.
Integration (29th December 2006)
Informational Document
Attachments:  
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
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The Banca Intesa securities referred to herein that will be issued in connection with the merger described herein have not been, and 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. You should be aware that Banca Intesa may purchase securities of Sanpaolo IMI otherwise than in the merger, such as in open market or privately negotiated purchases.

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 merger. 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.

 

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