Notice pursuant to art. 84 of Issuers Regulation
(adopted by Consob with resolution no. 11971 of 14 May 1999 and subsequent amendments)


Torino, Milano, 26 June 2009 – Intesa Sanpaolo notifies its shareholders that the Management Board of the Bank in its meeting of 20 March 2009 approved the plan for the merger by incorporation of IMMIT Immobili Italiani S.p.A., a company wholly-owned by the surviving company, into Intesa Sanpaolo S.p.A., and the related Explanatory report.

The aforementioned merger plan, following the authorisation released by the Bank of Italy pursuant to art. 57 of Legislative Decree no. 385/1993, was deposited with the Torino Company Register, as provided for by art. 2501-ter of the Italian Civil Code, on 26 June 2009.

The merger plan will be submitted for approval to the Management Board of the surviving company pursuant to art. 2505, par. 2, of the Italian Civil Code, as provided for by art. 17.2 of the Articles of Association.

The foregoing is without prejudice to the right - pursuant to art. 2505, last paragraph, of the Italian Civil Code - of the Intesa Sanpaolo S.p.A. shareholders, representing at least five per cent of the share capital, to request that the approval of the merger on the part of the surviving company be resolved upon by shareholders at an Extraordinary meeting in compliance with art. 2502, par. 1, of the Italian Civil Code. Shareholders who may want to exercise this right are asked to address their request within eight days from the aforementioned date of deposit of the merger plan with the Torino Company Register, by registered mail with delivery receipt, to Intesa Sanpaolo S.p.A., Servizio Segreteria Societaria - Ufficio Soci, Piazza San Carlo n. 156, 10121 Torino, including the proper document certifying the title of the shares (documentation to be transmitted in advance to fax no. +39 011 5556396).

In accordance with the regulation in force, documentation relating to the present issue - which includes the merger plan, the explanatory reports of the Directors as well as the 2008 annual reports (in place of the financial statements) of the companies involved - was deposited with and made available to the public at the Company’s Registered office and at Borsa Italiana S.p.A. (the Italian Stock Exchange). Documentation is also available on the Company’s web site group.intesasanpaolo.com. In addition, the annual reports of Intesa Sanpaolo for 2006 and 2007 and the 2007 annual report of IMMIT Immobili Italiani (which was set up on 24 October 2007) were deposited with the Company’s Registered office.

Shareholders may obtain a copy of the above-mentioned documentation.


Servizio Segreteria Societaria and Servizio Investor Relations are available for further information (ph. +39 011 5558213, +39 02 87943571, from  8.30 a.m. to 5 p.m., e-mail: segreteria.societaria@intesasanpaolo.com; investor.relations@intesasanpaolo.com).



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