Today Banca Intesa and the controlling shareholders of Delta Banka, Belgrade have signed a share purchase agreement for the acquisition of 75% plus one share or, under certain circumstances, 100% of the voting share capital of Delta Banka.  The transaction is expected to close early in the second quarter of 2005, after the regulatory authorities in Serbia and Italy have approved it and Banca Intesa has launched a takeover bid.

Banca Intesa will pay either € 277.5 million cash for the 75% plus one share (with an attendant shareholders agreement regulating, amongst others, the exercise of a call option by Banca Intesa and a put option by the sellers on the remaining stake over the course of the next four years) or € 370 million cash for 100% of the share capital of Delta Banka. The purchase price has been determined by applying a 3.2 multiple to the shareholders’ equity of Delta Banka as at 31^st December 2004. The outlay will be funded by the disposal of non-core assets, including the recently-sold stakes in Commerzbank and HVB.

Delta Banka is the second largest bank in Serbia and Montenegro in terms of total assets. As at December 2004, it registered € 691 million of assets, € 553 million of customer deposits, € 332 million of customer loans and € 114 million of shareholders’ equity. For the twelve months ended 31^st December 2004, its net profit amounted to € 22 million. Its nationwide network of 144 branches and 16 outlets serves over 400,000 clients.

With this acquisition, Banca Intesa reaffirms its confidence in the process of legislative, social and economic development in Serbia and adds another significant element to its strategy of growth in Central and Eastern Europe, after the establishment of Hungary’s fourth largest bank Central-European International Bank (CIB) in 1979 and the purchase of two other leading financial institutions, Croatia’s second largest bank Privredna Banka Zagreb (PBZ) in 2000 and Slovakia’s second largest bank Vseobecna Uverova Banka   (VUB) in 2001.

Banca Intesa’s network in Central-Eastern Europe will serve about 3.5 million clients through 650 branches after the acquisition of Delta Banka. Banca Intesa also operates in the Czech Republic through VUB, Slovenia with the operations of its Italian banking subsidiary Banca Popolare FriulAdria, Russia with both ZAO Banca Intesa - the only Italian banking subsidiary licensed to operate in Russia - and a representative office in Moscow and Poland with a representative office in Warsaw. Banca Intesa is already present in Serbia and Montenegro with its Belgrade representative office.



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