Milano, 24 March 2005

Banca Intesa, Banche Popolari Unite (BPU), Banca Popolare di Ancona (BPA, BPU group) and five minority shareholders of BPA signed an agreement for the sale of 99.9% of the capital of Cassa di Risparmio di Fano (Carifano) owned by BPA. A 30% stake will be acquired by Intesa Casse del Centro, a  Gruppo Intesa holding company which controls seven savings banks in Central Italy; the remaining 69.9% stake will be acquired by a vehicle company (Newco) of the above-mentioned five minority  shareholders of BPA.

Intesa Casse del Centro will pay a consideration of € 98 million corresponding to approximately a 2.6 multiple of  the shareholders’ equity of  Carifano as at 31st December 2004 post dividend distribution. Newco will pay a consideration of € 182 million financed by Gruppo Intesa through a five-year loan on which Newco will pledge, as a guarantee, its entire stake in Carifano with transfer of related voting rights to Gruppo Intesa.

Intesa Casse del Centro will control the capital of Carifano after at least 36 months have elapsed from the date of the agreement finalisation.

As at 31st December 2004, Carifano registered  € 1,259 million of assets, € 1,037 million of customer loans, € 1,001 million of direct customer deposits, € 562 million of indirect customer deposits and  € 135 million of shareholders’ equity (ante dividend distribution). For the twelve months ended 31st December 2004, its net profit amounted to € 9.7 million. Carifano has 41 branches, 34 of which are located in the Marche region.

With this transaction, Intesa Casse del Centro strengthens significantly its presence in this region where its branches’ market share increases to 8.5% from 5%, while the overall presence of Gruppo Intesa in the region rises to 107 branches with a 10% market share.

The finalisation of the transaction is subject to obtaining relevant regulatory approval.

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