Milano, 21 February 2006

Yesterday, the agreed takeover bid launched by Banca Intesa for 64.97% of the voting share capital of UPI Banka was completed.

On expiry of the offer period after 45 calendar days had elapsed, in compliance with local regulations, Banca Intesa was conferred 105,181 voting shares corresponding to 45.93% of UPI Banka’s share capital. This stake adds to 35.03% of the voting share capital previously acquired by Banca Intesa which therefore brings its controlling interest to 80.96% for a total investment of approximately €37.4 million.

EBRD (European Bank for Reconstruction and Development) will keep a 10% stake with minority shareholders keeping the remaining 9.04%.

UPI Banka is the fifth largest bank in Bosnia and Herzegovina in terms of total assets. As at 30th September 2005, it had €223 million of assets, €179 million of customer deposits, €102 million of customers loans and  €18.5 million of shareholders’ equity; its network of 16 branches served approximately 45,000 clients. For the nine months ended 30th September 2005, its net income amounted to approximately €1.4 million.

With this transaction, Banca Intesa is pursuing its strategy of selective strengthening in Central and South-Eastern Europe. In this area, the Group is already operational with Croatia’s second largest bank Privredna Banka Zagreb (PBZ), Slovakia’s second largest bank Vseobecna Uverova Banka (VUB), Serbia and Montenegro’s second largest bank Banca Intesa Beograd (formerly Delta Banka) and Hungary’s fourth largest bank Central-European International Bank (CIB) and is completing the acquisition of Ukrsotsbank, Ukraine’s fourth largest bank. Moreover, Gruppo Intesa is operational also in the Russian Federation through KMB, a leading bank in lending and leasing to small enterprises, ZAO Banca Intesa, the only Italian bank with an operating licence in Russia set up at the end of 2003, and its Moscow representative office. The Group is also present in the Czech Republic through a VUB branch, in Slovenia through the operations of its Italian subsidiary Banca Popolare FriulAdria and in Poland with its Warsaw representative office.

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