Milano, 14 February 2006

Banca Intesa and the controlling shareholder of Ukraine’s Ukrsotsbank have signed a share purchase agreement for the acquisition of 85.42% of the share capital of Ukrsotsbank. Following completion of a pending share capital increase for the equivalent of approximately USD 60 million, Banca Intesa shall acquire additional shares of the Bank, bringing its total ownership to around 88.1% of the share capital of Ukrsotsbank.

The transaction will be completed in two closings due to the pending capital increase completion.  The first closing is expected to be completed in May following receipt of all regulatory approvals while the second closing is expected to be completed not later than September once the capital increase formalities will have been exhausted.

Banca Intesa’s cumulative investment at the first and second closings is estimated to amount to approximately USD 1,161 million (i.e. approximately €975 million), including the share capital increase of USD 60 million, thus valuing Ukrsotsbank approximately USD 1,310 million, which would represent 5.2 times Ukrsotsbank shareholders’ equity of USD 252 million resulting from the shareholders’ equity of USD 192 million as per 2005 year-end IFRS-based Management Accounts plus the capital increase of USD 60 million.

This multiple reflects the high growth rates foreseen both for the economy and banking system of Ukraine, which has over 47 million inhabitants, and for Ukrsotsbank’s assets and profitability, also taking into account the value of the expected synergies and the potential of the branch network currently consisting of 527 branches located all over the Country with approximately 600,000 retail clients and 60,000 corporate clients.

As at 31st December 2004, Ukrsotsbank was Ukraine’s fourth largest bank, with USD 1,308 million total assets, USD 1,078 million customer deposits, USD 721 million customer loans, USD 154 million shareholders’ equity and USD 21.1 million net income for the year. In 2005, the bank enjoyed a strong rate of growth and increased its main indicators as follows, as per year-end IFRS-based Management Accounts: approximately USD 2.1 billion total assets, USD 1.6 billion customer deposits, USD 1.4 billion customer loans, USD 192 million shareholders’ equity and USD 30.4 million net income.

With this acquisition, Banca Intesa is pursuing its planned strategy of selective strengthening in Central and Southern-Eastern Europe, where it is now serving a population of over 80 million people in six countries, in addition to its operations in the Russian Federation.

In this region, Gruppo Intesa is operational through 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 UPI Banka, the fifth largest bank in Bosnia and Herzegovina. In addition, Gruppo Intesa operates 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 its Italian subsidiary Banca Popolare FriulAdria’s operations and in Poland with its Warsaw representative office.

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