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Milano, 27 October 2003

On  October 24th 2003, after completing the scheduled due diligence period and obtaining the relevant regulatory approval, Banca Intesa and ABN AMRO finalised the sale of 94.57% of the capital of Banco Sudameris Brasil S.A., owned by Gruppo Intesa, to Banco ABN AMRO Real S.A.

From this sale Banca Intesa received BRL 526.8 mln (EUR 155.8 mln, at the exchange rate of EUR 1.00 = BRL 3.38 as at 24th October 2003) in cash and BRL 1,662.9 mln (EUR 492 mln, at the above-mentioned exchange rate) in shares of Banco ABN AMRO Real, representing a stake of approximately 11.6%.

Simultaneously with the finalisation of this sale Banca Intesa and ABN AMRO N.V. (the listed Dutch company at the head of ABN AMRO group) signed a swap contract according to which Banca Intesa is entitled to convert the stake it owns in Banco ABN AMRO Real into shares of ABN AMRO N.V.. This right may be exercised by Banca Intesa in three tranches in the months of June 2005, 2006 and 2007, at a price equal to 1.82x ABN AMRO Real’s book value resulting from the bank’s updated figures each time the right is exercised.

On the other hand, ABN AMRO has the right at any time to exercise totally or partially a call option entitling it to convert the stake owned by Banca Intesa in ABN AMRO Real into shares of ABN AMRO N.V. at the same price of the above-detailed swap contract providing that, should the call option be exercised within 18 months after completion of the sale, the price will however not be lower than BRL 1,662.9 mln (EUR 492 mln at the above-mentioned exchange rate).

With the finalisation of this sale Gruppo Intesa’s consolidated Tier 1 Ratio increases by approximately 20 bp.

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