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INTESA SANPAOLO LAUNCHES ORDINARY SHARE BUY-BACK PROGRAMME
TO SERVE A FREE ASSIGNMENT PLAN FOR EMPLOYEES 

  

Torino, Milano, June 25th 2012 –  Intesa Sanpaolo communicates that the Bank shall launch an ordinary share buy-back programme tomorrow June 26th 2012 and complete it by June 29th 2012 to serve a free assignment Plan in favour of employees, as approved at the Shareholders’ Meeting held on May 28th 2012, under the incentive system based on financial instruments, already disclosed to the market, covering a part of the Management and the so-called “risk takers”. This system constitutes an integral part of the remuneration and incentive policies of the Intesa Sanpaolo Group for 2011.

As also required by article 113-ter of Legislative Decree 58 of February 24th 1998 (TUF-Consolidated Law on Finance) and article 144-bis of Consob Resolution 11971/99 (Issuers’ Regulation) the details of the ordinary share buy-back programme are provided hereafter. Information is hereby given by Intesa Sanpaolo also on behalf of its subsidiaries which passed resolutions to implement analogous initiatives involving the Parent Company’s ordinary shares.

The Intesa Sanpaolo Shareholders’ Meeting authorised the purchase, also in several tranches, of ordinary shares with a nominal value of 0.52 euro each, up to a maximum number of ordinary shares and a maximum percentage of the share capital calculated by dividing the comprehensive amount of approximately 13,400,000 euro by the official price recorded by the share on May 28th 2012 (date of the Shareholders’ Meeting). The above amount includes both the portion for employees of the Parent Company and the portion for employees of companies the Bank directly or indirectly controls.

Based on the official price of 1.02525 euro struck by the Intesa Sanpaolo ordinary share on May 28th 2012, the maximum number of shares to be purchased on the market to meet the total requirements of the incentive system for the whole Intesa Sanpaolo Group amounts to 13,070,000. This amount represents approximately 0.08% of the Parent Company’s ordinary share capital and total share capital.

Purchases of shares to be assigned for free will be carried out in compliance with provisions included in articles 2357 and following ones of the Italian Civil Code within the limits of distributable income and available reserves as determined in the latest approved financial statements. Pursuant to article 132 of Legislative Decree 58 of February 24th 1998 and article 144-bis of Issuers’ Regulation and related implementing provisions, purchases shall be carried out on the regulated market MTA managed by Borsa Italiana in compliance with trading methods laid down in the market rules for these transactions.

Moreover, as for the purchase modality, transactions shall be carried out in compliance with conditions and restrictions under articles 5 and 6 of the EU Commission Regulation 2273/2003 and market practices under article 180, paragraph 1, letter c of TUF, approved by Consob.

In keeping with the authorisation obtained at the Intesa Sanpaolo Shareholders’ Meeting, which is effective up to eighteen months, purchases shall be executed at a price identified on a case-by case basis, net of accessory charges, in the range of a minimum and maximum price. This price can be determined using the following criteria:
- the minimum purchase price cannot be lower than the reference price the share recorded in the stock market session on the day prior to each single purchase transaction, decreased by 10%;
- the maximum purchase price cannot be higher than the reference price the share recorded in the stock market session on the day prior to each single purchase transaction, increased by 10%.
At any rate, the purchase price shall not be higher than the higher of the price of the last independent trade and the highest current independent bid on the market.
Purchases may occur at one or more times.

Purchases shall be executed between June 26th 2012 and June 29th 2012 (included). The total number of shares to purchase, and thus the daily volume of purchases to execute, will not exceed 25% of the daily average volume of Intesa Sanpaolo ordinary shares traded in May 2012, which was equal to 177.7 million shares.

Pursuant to article 2357 ter of the Italian Civil Code, the Intesa Sanpaolo Shareholders’ Meeting authorised the disposal on the regulated market of any own ordinary shares exceeding the actual requirements of the incentive system - using the same methods provided for their purchase and at a price of no less than the reference price recorded by the share in the stock market session on the day prior to each single transaction decreased by 10% - or retain them for the service of any future incentive plans.

For the purpose of serving free assignment plans reserved to their employees, the Bank’s Subsidiaries’ relevant corporate bodies with powers to pass resolutions authorised the purchase of Intesa Sanpaolo ordinary shares, to take place in the same period as indicated above with respect to the Parent Company, for a total maximum quantity of 6,347,130 shares (included in the aforementioned maximum number of 13,070,000 shares for the entire Intesa Sanpaolo Group), as detailed below.

SUBSIDIARY 

SHARE NUMBERS

CORPORATE BODY WITH
POWERS TO PASS
RESOLUTIONS

RESOLUTION DATE


BANCA CR FIRENZE   131,668 SHAREHOLDERS' MEETING 28 May 2012
BANCA DI TRENTO E BOLZANO 14,629 SHAREHOLDERS' MEETING  28 May 2012
BANCA IMI   1,380,140 SHAREHOLDERS' MEETING 22 May 2012
BANCO DI NAPOLI  195,065 SHAREHOLDERS' MEETING 28 May 2012
BANCA INFRASTRUTTURE INNOVAZIONE E SVILUPPO  207,749 SHAREHOLDERS' MEETING 28 May 2012
C.R. BOLOGNA  14,629 SHAREHOLDERS' MEETING 28 May 2012
C.R. FORLI' E ROMAGNA   29,259 SHAREHOLDERS' MEETING 28 May 2012
C.R. FRIULI   14,629 SHAREHOLDERS' MEETING 28 May 2012
C.R. VENETO   58,519 SHAREHOLDERS' MEETING 28 May 2012
C.R. VENEZIA  19,506 SHAREHOLDERS' MEETING 28 May 2012
INTESA SANPAOLO ASSICURA 19,507 SHAREHOLDERS' MEETING 24 May 2012
INTESA SANPAOLO GROUP SERVICE 558,881 SHAREHOLDERS' MEETING 28 May 2012
INTESA SANPAOLO PRIVATE BANKING 156,054 SHAREHOLDERS' MEETING 23 May 2012
LEASINT  48,767 SHAREHOLDERS' MEETING 28 May 2012
MEDIOCREDITO ITALIANO  19,506 SHAREHOLDERS' MEETING 28 May 2012
MEDIOFACTORING  73,151 SHAREHOLDERS' MEETING 28 May 2012
SETEFI   58,520 SHAREHOLDERS' MEETING 28 May 2012
BANCA FIDEURAM  382,341 SHAREHOLDERS' MEETING 25 May 2012
FIDEURAM INVESTIMENTI  170,689 SHAREHOLDERS' MEETING 24 May 2012
BANCA CR FIRENZE ROMANIA 39,014 SHAREHOLDERS' MEETING 18 June 2012
BANCA INTESA BEOGRAD  296,510 SHAREHOLDERS' MEETING 11 June 2012
BANK OF ALEXANDRIA 176,540 BOARD OF DIRECTORS 13 June 2012
BANKA KOPER 217,017 SUPERVISORY BOARD 28 May 2012
CIB BANK   58,521 BOARD OF DIRECTORS 04 June 2012
INTESA SANPAOLO BANKA BOSNA I HERCEGOVINA   78,028 MANAGEMENT BOARD 14 June 2012
INTESA SANPAOLO CARD 63,398 SUPERVISORY BOARD 31 May 2012
PRIVREDNA BANKA ZAGREB  416,480 MANAGEMENT BOARD  11 June 2012
PRAVEX-BANK 219,455 SUPERVISORY BOARD 31 May 2012
VUB BANKA  253,595 MANAGEMENT BOARD 18 June 2012
EURIZON CAPITAL  747,129 SHAREHOLDERS' MEETING 28 May 2012
EURIZON CAPITAL (LUX)   116,068 SHAREHOLDERS' MEETING 25 May 2012
EPSILON ASSOCIATI 112,166 SHAREHOLDERS' MEETING 28 May 2012

 

 

Investor Relations
+39.02.87943180
investor.relations@intesasanpaolo.com

Media Relations
+39.02.87963531
stampa@intesasanpaolo.com


group.intesasanpaolo.com

 

 

  

 

 

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