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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Intesa Sanpaolo S.p.A. - Depositary Receipt (Common Stock)
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| March 25, 2015 |
Exhibit 99.38 AGREEMENT This agreement (the “Agreement”) is entered into BY AND BETWEEN · TELEFÓNICA S.A., a Spanish company with registered office at 28013, Madrid, Gran Via no. 28, Spain, tax code A-28/015865, enrolled with the Registro Mercantil of Madrid, tomo 152 de Sociedades, folio 122, hoja número 5.083, inscripción 1ª (“TE”); · ASSICURAZIONI GENERALI S.p.A., an Italian company with regist |
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| March 25, 2015 |
This deed of termination (the “Deed”) is entered into BY AND BETWEEN Exhibit 99.37 To the kind attention of: Intesa Sanpaolo S.p.A., in its capacity as Lender (as defined below) Piazza San Carlo n. 156 Torino, Italy Mediobanca - Banca di Credito Finanziario S.p.A., in its capacity as Lender (as defined below) Piazzetta Cuccia n. 1 Milan, Italy Société Générale, Milan branch Via Olona n. 2 Milan, Italy Banca IMI S.p.A. Largo Mattioli n. 3 Milan, Italy Milan, 27 Febr |
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| March 25, 2015 |
TI / Telecom Italia S.p.A. / Intesa Sanpaolo S.p.a. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9) TELECOM ITALIA S.p.A. (Name of Issuer) Ordinary Shares without par value (Title of Class of Securities) 87927W10 (CUSIP Number) Amedeo Nodari Financial Shareholdings’ Department Intesa Sanpaolo S.p.A. Via Monte di Pietà 12 20121 Milan, Italy (+39) 02 87 |
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| December 18, 2013 |
This deed of termination (the “Deed”) is entered into BY AND BETWEEN Exhibit 99.35 To the kind attention of: Intesa Sanpaolo S.p.A., in its capacity as Lender (as defined below) Piazza San Carlo n. 156 Torino, Italy Mediobanca - Banca di Credito Finanziario S.p.A., in its capacity as Lender (as defined below) Piazzetta Cuccia n. 1 Milan, Italy UniCredit S.p.A. CENTRO IB CORPORATE & MULTINATIONAL OVEST Via Nizza n. 150 10126 Turin, Italy Société Générale, Milan bran |
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| December 18, 2013 |
Exhibit 99.36 OPTION AGREEMENT To the kind attention of: Intesa Sanpaolo S.p.A., in its capacity as Lender (as defined below) Piazza San Carlo n. 156 Torino, Italy Mediobanca - Banca di Credito Finanziario S.p.A., in its capacity as Lender (as defined below) Piazzetta Cuccia n. 1 Milan, Italy Banca IMI S.p.A Largo Mattioli No. 3, Milan, Italy Milan, 27 November 2013 Reference is made to your lette |
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| December 18, 2013 |
TI / Telecom Italia S.p.A. / Intesa Sanpaolo S.p.a. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 8) TELECOM ITALIA S.p.A. (Name of Issuer) Ordinary Shares of euro 0.55 par value each (Title of Class of Securities) 87927W10 (CUSIP Number) Amedeo Nodari Merchant Banking Department Intesa Sanpaolo S.p.A. Via Monte di Pietà 12 20121 Milan, Italy (+39) 02 |
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| October 7, 2013 |
Exhibit 99.33 To: Telefonica S.A. Gran Via no. 28, 28013 Madrid Spain and Assicurazioni Generali S.p.A. Piazza Duca degli Abruzzi no. 2 34100 Trieste Italy and Mediobanca — Banca di Credito Finanziario S.p.A. Piazzetta Cuccia no. 1 20121 Milan Italy 24 September 2013 Dear Sirs, we have received from Telefonica (as defined herein) the following proposal, which we hereby transcribe in its entirety a |
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| October 7, 2013 |
TI / Telecom Italia S.p.A. / Intesa Sanpaolo S.p.a. - SC 13D/A Activist Investment SC 13D/A 1 a13-218361sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7) TELECOM ITALIA S.p.A. (Name of Issuer) Ordinary Shares of euro 0.55 par value each (Title of Class of Securities) 87927W10 (CUSIP Number) Amedeo Nodari Merchant Banking Department Intesa Sanpaolo S.p.A. Via Monte |
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| October 7, 2013 |
Exhibit 99.34 JOINT PRESS RELEASE Assicurazioni Generali S.p.A. (“AG”), Intesa Sanpaolo S.p.A. (“IS”) and Mediobanca S.p.A. (“MB” and together with AG and IS, the “Italian Shareholders”) inform that on the date hereof have entered into an amendment agreement with Telefónica S.A. (“TEF”) with respect to the shareholders agreement concerning Telco S.p.A. (“Telco”) for the purposes, among others, of |
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| October 7, 2013 |
BY-LAWS TITLE I NAME — REGISTERED OFFICE — PURPOSE — DURATION Article 1 Exhibit 99.32 Execution copy BY-LAWS TITLE I NAME — REGISTERED OFFICE — PURPOSE — DURATION Article 1 (Name) 1.1 The name of the company shall be “Telco Società per Azioni” or, for the sake of brevity, “Telco S.p.A.” (hereinafter the “Company”). Article 2 (Registered office) 2.1 The Company shall have its registered office in Milan. 2.2 Secondary offices, subsidiaries, branches, administrative and |
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| June 14, 2012 |
TI / Telecom Italia S.p.A. / Intesa Sanpaolo S.p.a. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6) TELECOM ITALIA S.p.A. (Name of Issuer) Ordinary Shares of euro 0.55 par value each (Title of Class of Securities) 87927W10 (CUSIP Number) Amedeo Nodari Merchant Banking Department Intesa Sanpaolo S.p.A. Via Monte di Pietà 12 20121 Milan, Italy (+39) 02 |
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| June 14, 2012 |
Exhibit 99.31 TELCO S.p.A. Registered office: Via Filodrammatici 3, Milan Share capital: €1,784,619,718.69 fully paid up Registration number in Milan Companies’ Register, tax identification code and VAT no. 05277610969 TELCO SPA PRESS RELEASE COMPLETED THE REFINANCING TRANSACTION Telco today completed the refinancing transaction referred to in the press release issued on 3 May 2012, which involves |
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| June 14, 2012 |
This option agreement (the “Agreement”) is entered into BY AND BETWEEN Exhibit 99.29 To the kind attention of: Intesa Sanpaolo S.p.A., in its capacity as Lender (as defined below) Piazza San Carlo n. 156 Torino, Italy Mediobanca - Banca di Credito Finanziario S.p.A., in its capacity as Lender (as defined below) Piazzetta Cuccia n. 1 Milan, Italy UniCredit S.p.A. CENTRO IB CORPORATE & MULTINATIONAL OVEST Via Nizza n. 150 10126 Turin, Italy Société Générale, Milan bran |
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| June 14, 2012 |
Exhibit 99.28 Amendment of Bylaws The extraordinary shareholders’ meeting held on May 28, 2012 resolved, among other things, to amend the existing By-laws of Telco as follows: “5.1 The share capital is equal to Euro 1,184,619,718.73 and is divided into 1,776,862,373 shares (hereinafter, the “Shares”), without nominal value, of which 956,293,305 Shares belong to Class A (hereinafter “Class A Shares |
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| June 14, 2012 |
Exhibit 99.30 TELCO S.p.A. Sede legale in Milano, Via Filodrammatici n. 3 Capitale sociale euro 2.185.531.062,03 versato Numero di iscrizione presso il Registro delle Imprese di Milano, Codice fiscale e Partita IVA 05277610969 Today the Board of Directors has acknowledged the resignation of Mr. Mario Martin, board member designated by Telefonica, and has appointed Mrs. Natalia Sainz Stuyck. On eve |
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| March 12, 2012 |
Exhibit 99.24 AMENDMENT TO SHAREHOLDERS AGREEMENT This agreement is entered into on 10th December 2010 BY AND BETWEEN · TELEFÓNICA S.A., a Spanish company with registered office at 28013, Madrid, Gran Vía n. 28, Spain (“TE”); · ALLEANZA TORO S.p.A. (formerly Alleanza Assicurazioni S.p.A.), an Italian company with registered office at Torino, via Giuseppe Mazzini n. 53, for the purposes of this agr |
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| March 12, 2012 |
Exhibit 99.25 This renewal agreement (the “Second Renewal Agreement”) is entered into on 29 February 2012 BY AND BETWEEN · TELEFÓNICA S.A., a Spanish company with registered office at 28013, Madrid, Gran Vía n. 28, Spain (“TE”); · ALLEANZA TORO S.p.A., an Italian company with registered office at Torino, via Giuseppe Mazzini n. 53, Italy, for the purposes of this agreement represented by Assicuraz |
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| March 12, 2012 |
TI / Telecom Italia S.p.A. / Intesa Sanpaolo S.p.a. - SC 13D/A Activist Investment SC 13D/A 1 a12-68751sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5) TELECOM ITALIA S.p.A. (Name of Issuer) Ordinary Shares of euro 0.55 par value each (Title of Class of Securities) 87927W10 (CUSIP Number) Amedeo Nodari Merchant Banking Department Intesa Sanpaolo S.p.A. Via Monte |
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| March 12, 2012 |
TELCO S.p.A. Share capital: euro 2.185.531.062,03 fully paid up Exhibit 99.27 TELCO S.p.A. Share capital: euro 2.185.531.062,03 fully paid up PRESS RELEASE Telco S.p.A. informs that Assicurazioni Generali Group, Intesa Sanpaolo, Mediobanca and Telefónica have undertaken to refinance the entire amount of Telco’s debt falling due pro-rata to their stake in the company’s share capital in the most appropriate technical forms. The shareholders’ commitment, and any |
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| March 12, 2012 |
Exhibit 99.26 This Amendment Deed to the Call Option is entered into on 29 February 2012 BY AND BETWEEN 1. TELEFÓNICA, S.A., a Spanish company with registered office at 28013, Madrid, Gran Vía n. 28, Spain (“TE”); And 2. TELCO, S.P.A., an Italian company with registered office at 20121, Milano, Via Filodrammatici n. 3, Italy (“Telco”); (collectively, the “Parties” and each, individually, a “Party” |
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| January 22, 2010 |
This option agreement (the “Agreement”) is entered into on 11th January 2010 BY AND BETWEEN Exhibit 99.22 This option agreement (the ?Agreement?) is entered into on 11th January 2010 BY AND BETWEEN (1) INTESA SANPAOLO S.P.A., a bank incorporated under the laws of the Republic of Italy, whose registered office is at Piazza San Carlo No. 156, Torino, Italy, registered with the Companies? Registry of Turin under No. 00799960158, in its quality as lender under the facility agreement entered |
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| January 22, 2010 |
Exhibit 99.23 TELCO PRESS RELEASE Telco today executed a ?1.3bn loan facility agreement with Intesa Sanpaolo, Mediobanca, Soci?t? G?n?rale and Unicredito, which falls due on 31 May 2012 and is guaranteed by a pledge over part of the company?s Telecom Italia shares. Accordingly, in line with the commitments entered into by shareholders described in the press release issued on 22 December 2009, the |
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| January 22, 2010 |
Exhibit 99.21 This amendment agreement (the ?Amendment Agreement?) is entered into on 11th January 2010 BY AND BETWEEN ? TELEF?NICA, S.A., a Spanish company with registered office at 28013, Madrid, Gran Via n. 28, Spain (?TE?); ? ASSICURAZIONI GENERALI S.p.A., an Italian company with registered office at Piazza Duca degli Abruzzi n. 2, Trieste, Italy; ? ALLEANZA TORO S.p.A., an Italian company wit |
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| January 22, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4) TELECOM ITALIA S.p.A. (Name of Issuer) Ordinary Shares of euro 0.55 par value each (Title of Class of Securities) 87927W10 (CUSIP Number) Amedeo Nodari Merchant Banking Department Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) Piazza Sca |
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| December 23, 2009 |
TELCO S.p.A. Milan, 22 December 2009 Exhibit 20 TELCO S.p.A. Registered office: Via Filodrammatici 3, Milan, Italy Share capital: ? 3,588,288,430.80 fully paid up Registration no. in Milan Companies? Register, Tax identification code and VAT no.: 05277610969 PRESS RELEASE Telco and Sintonia have today completed (i) the acquisition in cash by Sintonia of the Telecom Italia shares held by Telco attributable to it pro-rata (approx. 275. |
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| December 23, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) TELECOM ITALIA S.p.A. (Name of Issuer) Ordinary Shares of euro 0.55 par value each (Title of Class of Securities) 87927W10 (CUSIP Number) Amedeo Nodari Merchant Banking Department Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) Piazza Sca |
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| December 23, 2009 |
AGREEMENT FOR THE SALE AND PURCHASE OF SHARES 1 RECITALS AND SCHEDULES DEFINITIONS Exhibit 19 Confidential Sintonia S.A. Place d?Armes, 1 L-1136 - Luxembourg to the kind attention of the Board of Directors Milan, December 22, 2009 Via hand delivery Dear Sirs, We make reference to your proposal, that hereinunder we reproduce and sign as an indication of our full and unconditional acceptance: ?Confidential Telco S.p.A. Via Filodrammatici, 3 20121 Milano to the kind attention of th |
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| December 1, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) TELECOM ITALIA S.p.A. (Name of Issuer) Ordinary Shares of euro 0.55 par value each (Title of Class of Securities) 87927W10 (CUSIP Number) Amedeo Nodari Merchant Banking Department Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) Piazza Sca |
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| December 1, 2009 |
Exhibit 99.18 TELCO S.p.A. Registered office: Via Filodrammatici 3, Milan, Italy Share capital: ? 3,588,288,430.80 fully paid up Registration no. in Milan Companies? Register, Tax identification code and VAT no.; 05277610969 PRESS RELEASE With reference to the demerger request submitted by Sintonia on 28 October 2009, an extraordinary general meeting of Telco shareholders was held today, and follo |
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| December 1, 2009 |
Exhibit 99.15 This renewal agreement (the ?Renewal Agreement?) is entered into on 28 October 2009 BY AND BETWEEN ? TELEF?NICA, S.A., a Spanish company with registered office at 28013, Madrid, Gran Via n. 28, Spain (?TE?); ? ASSICURAZIONI GENERALI S.p.A., an Italian company with registered office at Piazza Duca degli Abruzzi n. 2, Trieste, Italy; ? ALLEANZA TORO S.p.A., an Italian company with regi |
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| December 1, 2009 |
Exhibit 99.16 This Amendment Deed to the Call Option is entered into on 28 October 2009 BY AND BETWEEN 1. TELEF?NICA, S.A., a Spanish company with registered office at 28013, Madrid, Gran Via n. 28, Spain (?TE?); and 2. TELCO, S.P.A, an Italian company with registered office at 20121, Milano, Via Filodrammatici n. 3, Italy (?Telco?); (collectively the ?Parties? and each, individually, a ?Party?) W |
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| December 1, 2009 |
Exhibit 99.17 PRESS RELEASE The shareholders of Telco S.p.A. hereby inform that Sintonia has exercised its right to apply for the demerger provided for in Article 11 of the Shareholders? Agreement executed on 28 April 2007 and that the remaining shareholders of Telco: ? will not exercise their right to apply in the month of October for the demerger provided for in Article 11 of the Shareholders? A |
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| March 11, 2008 |
EX-2 3 successionltrex2.htm SUCCESSION LETTER INTESA SANPAOLO The Bank of New York 101 Barclay Street, 22nd Floor New York, New York 10286 JPMorgan Chase Bank 4 New York Plaza, 13th Floor New York, New York 10004 March 11, 2008 Dear Madam or Sir, By this letter, and pursuant to Section 13 of the Deposit Agreement dated as of October 16, 1998 as amended as of August 27, 2003 and as further amended |
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| March 11, 2008 |
As filed with the Securities and Exchange Commission on March 11, 2008 As filed with the Securities and Exchange Commission on March 11, 2008 Registration No. |
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| March 11, 2008 |
EX-1 2 intesasanpaolodeprec21908.htm FORM OF DEPOSIT AGREEMENT INTESA SANPAOLO S.p.A. AND THE BANK OF NEW YORK, As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of , 2008 TABLE OF CONTENTS 1. Certain Definitions. 2. ADRs. 3. Deposit of Shares. 4. Issue of ADRS. 5. Distributions on Deposited Securities. 6. Withdrawal of Deposited Securities. |
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| March 11, 2008 |
EXHIBIT 4 Writer?s Direct Dial EMMET, MARVIN & MARTIN, LLP COUNSELLORS AT LAW 120 Broadway New York, New York 10271 (212) 238-3000 (212) 653-1760 Fax: (212) 238-3100 Fax: (212) 653-1730 http://www. |
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| November 23, 2007 |
AMENDMENT TO SHAREHOLDERS AGREEMENT AND TO BYLAWS Exhibit 99.12 AMENDMENT TO SHAREHOLDERS AGREEMENT AND TO BYLAWS This agreement is entered into on 19 November 2007 BY AND BETWEEN TELEF?NICA, S.A., a Spanish company with registered office at 28013, Madrid, Gran Via n. 28, Spain (?TE?); ASSICURAZIONI GENERALI S.p.A., an Italian company with registered office at Piazza Duca degli Abruzzi n. 2, Trieste, Italy; ALLEANZA ASSICURAZIONI S.p.A., an Itali |
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| November 23, 2007 |
EX-99.11 2 a07-299211ex99d11.htm EX-11 Exhibit 99.11 CALL OPTION AGREEMENT This Call Option Agreement is made and entered into as of 6 November, 2007, between: (1) Telefonica S.A. a company organized and existing under the laws of Spain, with registered office at 28013, Madrid, Gran Via no. 28, Spain (hereinafter, “TE”); and (2) Telco S.p.A., a company organized and existing under the laws of Ital |
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| November 23, 2007 |
BY-LAWS TITLE I NAME – REGISTERED OFFICE – PURPOSE – DURATION Article 1 EX-99.13 4 a07-299211ex99d13.htm EX-13 Exhibit 99.13 BY-LAWS TITLE I NAME – REGISTERED OFFICE – PURPOSE – DURATION Article 1 (Name) 1.1 The name of the company shall be “Telco S.p.A.” (hereinafter “the Company”). Article 2 (Registered office) 2.1 The Company has its registered office in Milan. 2.2 Secondary offices, subsidiaries, branches, administrative and technical offices, representations, age |
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| November 23, 2007 |
RE: Adherence to the Call Option Agreement EX-99.14 5 a07-299211ex99d14.htm EX-14 Exhibit 99.14 Milan, 15th November 2007 To: Telefonica S.A. Gran Via no. 38, Planta 9 Madrid, Spain Attention: Group General Counsel – Ramiro Sanchez de Lerin-Ovies Telco S.p.A. Galleria del Corso no. 2 20122 Milan, Italy Attention: Chairman of the Board of Directors personally delivered RE: Adherence to the Call Option Agreement Dear Sirs, we make reference |
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| November 23, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* TELECOM ITALIA S.p.A. (Name of Issuer) Ordinary Shares of euro 0.55 par value each (Title of Class of Securities) 87927W10 (CUSIP Number) Amedeo Nodari Merchant Banking Department Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) Piazza Sc |
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| November 1, 2007 |
BY-LAWS TITLE I NAME ? REGISTERED OFFICE ? PURPOSE ? DURATION Article 1 EX-99.10 11 a07-274641ex99d10.htm BY-LAWS OF TELCO S.P.A (UNOFFICIAL ENGLISH TRANSLATION) Exhibit 99.10 BY-LAWS TITLE I NAME – REGISTERED OFFICE – PURPOSE – DURATION Article 1 (Name) 1.1 The name of the company shall be “Telco S.p.A.” (hereinafter “the Company”). Article 2 (Registered office) 2.1 The Company has its registered office in Milan. 2.2 Secondary offices, subsidiaries, branches, adminis |
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| November 1, 2007 |
EX-99.3 4 a07-274641ex99d3.htm SHAREHOLDER'S AGREEMENT, DATED AS OF APRIL 28, 2007 Exhibit 99.3 SHAREHOLDERS’ AGREEMENT This agreement (the “SHAREHOLDERS’ AGREEMENT”) is entered into on April, 28 2007 BY AND BETWEEN • TELEFONICA S.A., a Spanish company with registered office at 28013, Madrid, Gran Via n. 28, Spain (“TE”); • ASSICURAZIONI GENERALI S.p.A., an Italian company with registered office a |
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| November 1, 2007 |
Exhibit 99.4 CORPORATE BY-LAWS ARTICLE 1 NAME OF THE CORPORATION A Corporation has been formed, called Olimpia S.p.A. ARTICLE 2 OBJECT OF THE CORPORATION The object of the Corporation is the participation in, the financing of, the cooperation with, the management of, and the rendering of consulting services and other services to legal persons or other companies, among which in particular, those ha |
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| November 1, 2007 |
Exhibit 99.5 4 May 2007 Pirelli & C. S.p.A. Via Negri, 10 20123 Milano TO THE ATTENTION OF THE CHAIRMAN, DR. MARCO TRONCHETTI PROVERA Sintonia S.p.A. Corso di Porta Vittoria, 16 20122 Milano TO THE ATTENTION OF THE CHAIRMAN, DR. GILBERTO BENETTON Sintonia S.A. 1, Place d?Armes L-1136 Luxembourg LUXEMBOURG TO THE ATTENTION OF MR. GUSTAVE STOFFEL, DIRECTOR Dear Sirs, we have received your proposal c |
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| November 1, 2007 |
Exhibit 99.6 The Board of Commissioners of the National Telecommunications Agency (Anatel) has decided today, October 23, 2007, in its 457th Meeting: a) To agree with the transfer of the indirect control of Telecom It?lia S.p.A., indirect controlling entity of TIM Celular S.A. and TIM Nordeste S.A., to Telef?nica S.A., Assicurazioni Generali S.p.A., Sintonia S.A., Intesa Sanpaolo S.p.A. and to Med |
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| November 1, 2007 |
AMENDMENT TO THE CO-INVESTMENT AGREEMENT AND SHAREHOLDERS AGREEMENT Exhibit 99.2 AMENDMENT TO THE CO-INVESTMENT AGREEMENT AND SHAREHOLDERS AGREEMENT This agreement is entered into on 25 October, 2007 BY AND BETWEEN TELEF?NICA, S.A., a Spanish company with registered office at 28013, Madrid, Gran Via n. 28, Spain (?TE?); ASSICURAZIONI GENERALI S.p.A., an Italian company with registered office at Piazza Duca degli Abruzzi n. 2, Trieste, Italy, Alleanza Assicurazioni |
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| November 1, 2007 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 Washington, D. |
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| November 1, 2007 |
Exhibit 99.9 Assicurazioni Generali S.p.A., Intesa Sanpaolo S.p.A., Mediobanca S.p.A., Sintonia S.A. comunicate that as of today Telco S.p.A. ? a company participated by them together with Telefonica S.A. ? has received 749,827,264 ordinary shares of Telecom Italia S.p.A., representing 5.6% of its share capital by means of contribution by Assicurazioni Generali S.p.A. and Mediobanca S.p.A. and pur |
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| November 1, 2007 |
EX-99.1 2 a07-274641ex99d1.htm CO-INVESTMENT AGREEMENT, DATED AS OF APRIL 28, 2007 Exhibit 99.1 CO-INVESTMENT AGREEMENT This agreement (the “CO-INVESTMENT AGREEMENT”) is entered into on 28 April, 2007 BY AND BETWEEN • TELEFONICA S.A., a Spanish company with registered office at 28013, Madrid, Gran Via n. 28, Spain (“TE”); • ASSICURAZIONI GENERALI S.p.A., an Italian company with registered office a |
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| November 1, 2007 |
Exhibit 99.8 JOINT PRESS RELEASE MILANO, 28th APRIL 2007 - A group of Italian investors made up of Assicurazioni Generali, Intesa Sanpaolo, Mediobanca and Sintonia SA, together with the international player Telefonica SA as minority partner, reached today an agreement with the Pirelli group, Sintonia S.p.A. and Sintonia SA for the purchase of the entire share capital of Olimpia at a provisional pr |
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| November 1, 2007 |
Exhibit 99.9 JOINT PRESS RELEASE REQUESTED BY CONSOB MILANO, 2nd MAY 2007 - Upon request of Consob, Assicurazioni Generali, Intesa Sanpaolo, Mediobanca and Sintonia SA confirm that the pre-emptive right in favour of Telefonica on the Telco shares held by Italian shareholders will be subordinated to the pre-emptive rights in favour of the latter. Furthermore, Italian shareholders, before Telefonica |
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| June 12, 2007 |
Exhibit 99.2 PRESS RELEASE INTESA SANPAOLO COMMUNICATES SECOND WEEK RESULTS OF THE PURCHASE PROGRAMME OF OWN SHARES TO SERVE A FREE ASSIGNMENT PLAN FOR EMPLOYEES Torino, Milano, 11th June 2007 – Last Friday, 8th June 2007, Intesa Sanpaolo concluded the second week of its purchase programme of own shares to serve a free assignment plan for employees. The programme had been resolved upon at the Shar |
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| June 12, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15F CERTIFICATION OF A FOREIGN PRIVATE ISSUER?S TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-52386 Intesa |
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| June 12, 2007 |
EX-99.1 2 a07-164111ex99d1.htm PRESS RELEASE DATED JUNE 11, 2007 RELATING TO STAKES IN ENI AND ATLANTIA Exhibit 99.1 PRESS RELEASE INTESA SANPAOLO: STAKES IN ENI AND ATLANTIA (FORMERLY AUTOSTRADE) Torino, Milano, 11th June 2007 – Today, Intesa Sanpaolo has notified Consob - by filing the relevant 120 A forms - that on 5th June 2007 the Group exceeded the 2% threshold in the ordinary share capital |
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| June 12, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of June, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Address |
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| June 7, 2007 |
EX-99.1 2 a07-161691ex99d1.htm PRESS RELEASE DATED JUNE 6, 2007. Exhibit 99.1 PRESS RELEASE INTESA SANPAOLO: STAKE IN UNICREDIT Torino, Milano, 6th June 2007 – Today, Intesa Sanpaolo has notified Consob – by filing the relevant form 120 A – that on 1st June 2007, the Intesa Sanpaolo Group descended below the 2% threshold in the ordinary share capital of UniCredit. Investor Relations (Andrea Tamagn |
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| June 7, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of June, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Address |
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| June 5, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of June, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Address |
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| June 5, 2007 |
Exhibit 99.2 PRESS RELEASE INTESA SANPAOLO COMMUNICATES FIRST WEEK RESULTS OF THE PURCHASE PROGRAMME OF OWN SHARES TO SERVE A FREE ASSIGNMENT PLAN FOR EMPLOYEES Torino, Milano, 4th June 2007 ? Last Friday, 1st June 2007, Intesa Sanpaolo concluded the first week of its purchase programme of own shares to serve a free assignment plan for employees. The programme had been resolved upon at the Shareho |
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| June 5, 2007 |
EX-99.1 2 a07-159001ex99d1.htm PRESS RELEASE DATED JUNE 4, 2007 Exhibit 99.1 JOINT PRESS RELEASE SALE-AND-PURCHASE AGREEMENT SIGNED RELATING TO 55% OF BIVERBANCA AND MONTEPASCHI DEPOSITARY BANK ACTIVITIES Torino, Milano, Siena, 4th June 2007 – Today, Intesa Sanpaolo (ISP) and Banca Monte dei Paschi di Siena (MPS) have signed a sale-and-purchase agreement relating to the 55% stake currently owned b |
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| June 1, 2007 |
Exhibit 99.2 PRESS RELEASE INTESA SANPAOLO: STAKE IN UNICREDIT Torino, Milano, 31st May 2007 ? Today, Intesa Sanpaolo has notified Consob ? by filing the relevant form 120 A ? that on 24th May 2007, its subsidiary Banca Caboto descended below the 2% threshold in the ordinary share capital of UniCredit and on the same date, the Intesa Sanpaolo Group held a 3.93% stake in the ordinary share capital |
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| June 1, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Address |
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| June 1, 2007 |
Exhibit 99.1 PRESS RELEASE INTESA SANPAOLO LAUNCHES A NEW TEN-YEAR BENCHMARK EUROBOND OF €1.25 BILLION Torino, Milano, 31st May 2007 – Today, Intesa Sanpaolo has launched a €1.25 billion bond issue targeted to international markets. It is a ten-year, fixed rate issue under the Euro Medium Term Notes Programme of Intesa Sanpaolo. The coupon, payable annually in arrears on 15th June of each year fro |
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| May 30, 2007 |
EX-99.1 2 a07-154671ex99d1.htm JOINT PRESS RELEASE DATED MAY 29, 2007 RELATING TO THE SETTING UP OF A BANCASSURANCE Exhibit 99.1 JOINT PRESS RELEASE SETTING UP OF THE BANCASSURANCE BUSINESS LINE STARTED PER ANTITRUST DECISION Torino, Milano, 29th May 2007 – Intesa Sanpaolo’s Management Board and Alleanza Assicurazioni’s Board of Directors, which met today chaired by Enrico Salza and Amato Luigi Mo |
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| May 30, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Address |
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| May 30, 2007 |
Exhibit 99.2 PRESS RELEASE INTESA SANPAOLO: SUBMISSION OF A BINDING OFFER TO ACQUIRE CONTROL OF OYAK BANK IN TURKEY AUTHORISED Torino, Milano, 29th May 2007 ? Intesa Sanpaolo?s Supervisory Board, which met today chaired by Giovanni Bazoli, approved the proposal put forward by the Management Board to give the CEO a mandate to submit a binding offer for the acquisition of control of Oyak Bank in Tur |
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| May 29, 2007 |
Exhibit 99.1 PRESS RELEASE INTESA SANPAOLO STARTS PURCHASE PROGRAMME OF OWN ORDINARY SHARES TO SERVE A FREE ASSIGNMENT PLAN FOR EMPLOYEES Torino, Milano, 25th May 2007 ? Intesa Sanpaolo communicates that from 28th May 2007 a programme for the purchase of own ordinary shares will be started - which will be completed on June 26th 2007 - to serve a free assignment Plan in favour of employees, approve |
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| May 29, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Address |
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| May 25, 2007 |
SECURITIES AND EXCHANGE COMMISSION FORM 6-K Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Address |
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| May 25, 2007 |
Exhibit 99.1 PRESS RELEASE INTESA SANPAOLO: STAKE IN UNICREDIT Torino, Milano, 24th May 2007 — Today, Intesa Sanpaolo has notified Consob — by filing the relevant form 120 A — that on 17th May 2007, its subsidiary Banca Caboto exceeded the 2% threshold in UniCredit’s ordinary share capital up to 2.25% and on the same date, the Intesa Sanpaolo Group’s stake in UniCredit’s ordinary share capital was |
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| May 24, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Address |
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| May 24, 2007 |
Exhibit 99.1 PRESS RELEASE INTESA SANPAOLO: STAKE IN ATLANTIA (FORMERLY AUTOSTRADE) Torino, Milano, 23rd May 2007 ? Intesa Sanpaolo communicates that today it has notified Consob, by filing the relevant form 120 A, of having exceeded on 16th May 2007, the threshold of 2% in the ordinary share capital of Atlantia (formerly Autostrade) up to 2.55%, due to transactions, carried out under its usual tr |
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| May 18, 2007 |
Exhibit 99.1 PRESS RELEASE INTESA SANPAOLO: STAKE IN UNICREDIT Torino, Milano, 17th May 2007 ? Intesa Sanpaolo communicates that today it has notified Consob, by filing the relevant forms 120 A, of having exceeded on 10th May 2007, the threshold of 2% in UniCredit?s ordinary share capital up to 2.07% and on 11th May 2007, the threshold of 2% in the voting rights up to 2.40% holding a stake in the |
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| May 18, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Address |
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| May 16, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Address |
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| May 16, 2007 |
EX-99.3 4 a07-144311ex99d3.htm JOINT PRESS RELEASE DATED MAY 15, 2007 RELATING TO THE SALE OF BIVERBANCA Exhibit 99.3 JOINT PRESS RELEASE NEGOTIATION RELATING TO THE SALE OF BIVERBANCA Torino, Milano, Siena, 15th May 2007 – The Management Board of Intesa Sanpaolo and the Board of Directors of Banca Monte dei Paschi di Siena gave a mandate to CEO Corrado Passera and General Manager Antonio Vigni re |
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| May 16, 2007 |
2007 First Quarter Results May 15th, 2007 EX-99.2 3 a07-144311ex99d2.htm PRESENTATION RELATING TO FINANCIAL RESULTS AS AT MARCH 31, 2007 Exhibit 99.2 2007 First Quarter Results May 15th, 2007 Foreword (1/2) (1) Main restatements For comparison purposes with 1Q07, 2006 data have been restated to take into account the changes in the consolidation area The economic effects connected with discontinued operations have been accounted for in its |
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| May 16, 2007 |
EX-99.1 2 a07-144311ex99d1.htm PRESS RELEASE DATED MAY 15, 2007 RELATING TO FINANCIAL RESULTS AS AT MARCH 31, 2007 Exhibit 99.1 PRESS RELEASE INTESA SANPAOLO: RESULTS AS AT 31st MARCH 2007 • Consolidated net income for the first quarter of 2007 at 4 billion euro with capital gains on the sale of Cariparma e FriulAdria (2006 first quarter: 1.3 billion). • Adjusted consolidated net income for the fi |
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| May 15, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Address |
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| May 15, 2007 |
Exhibit 99.1 PRESS RELEASE INTESA SANPAOLO: CARIFIRENZE ARBITRATION Torino, Milano, 14th May 2007 ? Upon request of Consob, Intesa Sanpaolo confirms that the arbitration regarding its call option on 10.78% of Carifirenze has been won by Ente Cassa di Risparmio di Firenze and clarifies that this outcome does not impact upon the ongoing negotiations with the latter for the acquisition of control of |
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| May 10, 2007 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Address |
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| May 10, 2007 |
EX-99.1 2 a07-138021ex99d1.htm PRESS RELEASE DATED MAY 9, 2007 Exhibit 99.1 PRESS RELEASE INTESA SANPAOLO: CARIFIRENZE Torino, Milano, 9th May 2007 — Intesa Sanpaolo - upon request of Consob and Borsa Italiana - confirms that it has entered negotiations with Ente Cassa di Risparmio di Firenze for the acquisition of control of Carifirenze. In particular, the Bank confirms that the issues relating t |
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| May 9, 2007 |
Exhibit 99.1 PRESS RELASE INTESA SANPAOLO: CLARIFICATION RELATING TO DISTRIBUTION OF DIVIDENDS AND RESERVES Torino, Milano, 8th May 2007 ? Following requests from analysts and investors it is hereby clarified that on 3rd May 2007, the Ordinary Shareholders? meeting of Intesa Sanpaolo resolved upon the assignment of an overall amount equal to 0.391 euro to each saving share and 0.380 euro to each o |
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| May 9, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Address |
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| May 8, 2007 |
Exhibit 99.2 CO-INVESTMENT AGREEMENT This agreement (the ?Co-investment Agreement?) is entered into on 28 April, 2007 BY AND BETWEEN ? TELEFONICA S.A., a Spanish company with registered office at 28013, Madrid, Gran Via n. 28, Spain (?TE?); ? ASSICURAZIONI GENERALI S.p.A., an Italian company with registered office at Piazza Duca degli Abruzzi n. 2, Trieste, Italy (?AG?); ? SINTONIA S.A., a Luxembo |
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| May 8, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Address |
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| May 8, 2007 |
Exhibit 99.1 JOINT PRESS RELEASE TELEFONICA S.A. - ASSICURAZIONI GENERALI S.p.A. - SINTONIA S.A. - INTESA SANPAOLO S.p.A. - - MEDIOBANCA S.p.A. Milan, 7 May 2007 ? Notice is hereby given that the full text of the shareholders? agreement and co-investment agreement executed by and between Telefonica, Assicurazioni Generali, Sintonia SA, Intesa Sanpaolo and Mediobanca is available on the websites of |
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| May 7, 2007 |
Exhibit 99.1 JOINT PRESS RELEASE Milan, 4 May 2007 ? A group of Italian investors comprising Assicurazioni Generali, Intesa Sanpaolo, Mediobanca and Sintonia SA, together with international telecommunications operator Telefonica (jointly, the ?Investors?), today executed the sale-and-purchase agreement with Pirelli, Sintonia S.p.A. and Sintonia SA in respect of 100% of the share capital of Olimpia |
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| May 7, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Address |
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| May 4, 2007 |
EX-99.1 2 a07-132221ex99d1.htm PRESS RELEASE DATED MAY 3, 2007 RELATING TO THE MANAGEMENT BOARD'S APPROVAL OF THE OLIMPIA Exhibit 99.1 PRESS RELEASE INTESA SANPAOLO: THE MANAGEMENT BOARD APPROVES THE OLIMPIA - TELECOM ITALIA TRANSACTION Torino, Milano, 3rd May 2007 — The Management Board of Intesa Sanpaolo in its today’s meeting chaired by Enrico Salza approved the agreement, reached and disclosed |
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| May 4, 2007 |
Exhibit 99.2 PRESS RELEASE INTESA SANPAOLO LAUNCHES A NEW TEN-YEAR BENCHMARK EUROBOND OF ?1.25 BILLION Torino, Milano, 3rd May 2007 ? Today, Intesa Sanpaolo has launched a ?1.25 billion euro bond issue targeted to international markets. It is a ten-year, floating rate issue under the Euro Medium Term Notes Programme of Intesa Sanpaolo with a quarterly coupon of three-month Euribor plus 15 basis po |
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| May 4, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Address |
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| May 4, 2007 |
Exhibit 99.3 PRESS RELEASE INTESA SANPAOLO: FIRST ORDINARY AND EXTRAORDINARY SHAREHOLDERS? MEETING ? Overall allocation of net income and reserves equal to 38 euro cents per ordinary share and 39.1 euro cents per saving share, for a total of 4,867 million euro approved. ? Purchase and sale of own ordinary shares authorised to serve compensation plans for employees. ? Giuseppe Mazzarello appointed |
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| May 4, 2007 |
DISTRIBUTION OF DIVIDENDS AND RESERVES Exhibit 99.4 DISTRIBUTION OF DIVIDENDS AND RESERVES The Shareholders? Meeting of the Bank, which was held in Turin on 3rd May 2007, approved the following proposal for dividend distribution: ? 0.141 euro gross per saving share; ? 0.130 euro gross per ordinary share; and a further ? 0.250 euro gross for ordinary and saving shares, withdrawn from the Share premium reserve. The distribution of Share |
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| May 2, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Address |
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| May 2, 2007 |
Exhibit 99.1 JOINT PRESS RELEASE Milano, 2nd May 2007 ? Upon request of Consob, Assicurazioni Generali, Intesa Sanpaolo, Mediobanca and Sintonia SA confirm that the pre-emptive right in favour of Telefonica on the Telco shares held by Italian shareholders will be subordinated to the pre-emptive rights in favour of the latter. Furthermore, Italian shareholders, before Telefonica may exercise its pr |
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| April 30, 2007 |
Exhibit 99.2 Please note that as of 25th April 2007 214,623 new Intesa Sanpaolo S.p.A. ordinary shares, with regular rights have been issued following the exercise by the Management of the merged company Sanpaolo IMI and its subsidiaries, of corresponding subscription rights relative to a stock option plan approved by the Board of Directors of the aforementioned Company on 17th December 2002, on t |
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| April 30, 2007 |
EX-99.1 2 a07-127261ex99d1.htm JOINT PRESS RELEASE DATED APRIL 28, 2007. Exhibit 99.1 JOINT PRESS RELEASE Milano, 28th April 2007 — A group of Italian investors made up of Assicurazioni Generali, Intesa Sanpaolo, Mediobanca and Sintonia SA, together with the international player Telefonica SA as minority partner, reached today an agreement with the Pirelli group, Sintonia S.p.A. and Sintonia SA fo |
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| April 30, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of April, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Addres |
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| April 27, 2007 |
EX-99.1 2 a07-124901ex99d1.htm EX-99.1 Exhibit 99.1 PRESS RELEASE INTESA SANPAOLO: INCREASE IN ORDINARY SHARE CAPITAL FOLLOWING THE EXERCISE OF STOCK OPTIONS Torino, Milano, 26th April 2007 — Please note that as of 25th April 2007 214,623 new Intesa Sanpaolo S.p.A. ordinary shares, with regular rights have been issued following the exercise by the Management of the merged company Sanpaolo IMI and |
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| April 27, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of April, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Addres |
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| April 25, 2007 |
ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING Exhibit 99.1 ORDINARY AND EXTRAORDINARY SHAREHOLDERS? MEETING As concerns the Ordinary and Extraordinary Shareholders? Meeting there is reason to presume that the Meeting will be held on second call for the Ordinary part and on third call for the Extraordinary part on Thursday 3rd May 2007, at 11.00 a.m. at the office in Piazza San Carlo, 158, Turin. To facilitate entry to the Meeting, Shareholder |
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| April 25, 2007 |
SECURITIES AND EXCHANGE COMMISSION FORM 6-K Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of April, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Addres |
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| April 25, 2007 |
Exhibit 99.2 PRESS RELEASE INTESA SANPAOLO: NEGOTIATIONS FOR THE ACQUISITION OF CONTROL OF CARIFIRENZE STARTED Torino, Milano, 24th April 2007 ? Intesa Sanpaolo - upon request of Consob - communicates that it has entered into negotiations with Ente Cassa di Risparmio di Firenze for a transaction including the key points detailed below: - acquisition of control of Carifirenze by Intesa Sanpaolo; - |
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| April 25, 2007 |
Exhibit 99.3 PRESS RELEASE INTESA SANPAOLO: STAKE IN CAPITALIA Torino, Milano, 24th April 2007 ? Intesa Sanpaolo communicates that today it has notified Consob, by filing the relevant forms 120 A, of having exceeded the threshold of 2% in the ordinary share capital of Capitalia on 18th April 2007, up to 2.02% due to transactions carried out by the Bank under its usual trading activities, and desce |
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| April 20, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of April, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Addres |
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| April 20, 2007 |
RESOLUTIONS MADE BY THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD OF 14th APRIL 2007 Exhibit 99.1 RESOLUTIONS MADE BY THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD OF 14th APRIL 2007 It is hereby notified that on 14th April 2007, the Management Board proposed the 2007-2009 Business Plan which was approved by the Supervisory Board and, within this framework, both Boards approved the proposal for distribution of dividends and reserves to submit at the Ordinary Shareholders? Meeting |
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| April 19, 2007 |
EX-99.1 2 a07-117161ex99d1.htm PRESS RELEASE DATED APRIL 18, 2007. Exhibit 99.1 PRESS RELEASE INTESA SANPAOLO: TELECOM ITALIA Torino, Milano, 18th April 2007 – With reference to recent press rumours regarding a possible sale of the majority shareholding of the capital of Olimpia, Intesa Sanpaolo – upon request of Consob – communicates that it has no update with respect to the disclosure already ma |
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| April 19, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of April, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Addres |
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| April 17, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of April, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Addres |
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| April 17, 2007 |
Exhibit 99.1 PRESS RELEASE INTESA SANPAOLO: CARIFIRENZE Torino, Milano, 16th April 2007 ? With reference to recent press news regarding the hypothesis of acquisition of control of Carifirenze, it is hereby communicated that Intesa Sanpaolo has made a non-binding wholly preliminary proposal to the legal advisor of Ente Cassa di Risparmio di Firenze. Any development will be duly disclosed to the mar |
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| April 16, 2007 |
EX-99.3 4 a07-114641ex99d3.htm PRESS RELEASE DATED APRIL 14, 2007 RELATING TO PURCHASE OF OWN SHARES & THEIR SUBSEQUENT ASSIGNMENT Exhibit 99.3 PRESS RELEASE INTESA SANPAOLO: PURCHASE OF OWN SHARES AND THEIR SUBSEQUENT ASSIGNMENT, FOR FREE, TO EMPLOYEES Torino, Milano, 14th April 2007 — The Management Board which met today chaired by Enrico Salza approved the explanatory report regarding the reque |
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| April 16, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of April, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Addres |
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| April 16, 2007 |
EX-99.4 5 a07-114641ex99d4.htm LIST OF CANDIDATES FOR APPOINTMENT OF TWO MEMBERS TO THE SUPERVISORY BOARD FOR 2007, 2008 & 2009 Exhibit 99.4 Ordinary Shareholders’ Meeting of Intesa Sanpaolo S.p.A. summoned for 30th April 2007 (first call) and 3rd May 2007 (second call) The shareholders Fondazione Monte dei Paschi di Siena, holding no. 49,324,560 ordinary shares representing 0.416% total ordinary |
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| April 16, 2007 |
An Italian Leader with European scale “Together, is better” 2007-2009 Business Plan 16th April 2007 Exhibit 99.5 An Italian Leader with European scale ?Together, is better? 2007-2009 Business Plan 16th April 2007 Disclaimer Cautionary Statement for Purposes of the ?Safe Harbor? Provision of the United States Private Securities Litigation Reform Act of 1995. The Private Securities Litigation reform Act of 1995 provides a ?safe harbor? for forward-looking statements. This presentation contains cer |
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| April 16, 2007 |
Exhibit 99.2 PRESS RELEASE INTESA SANPAOLO: APPROVAL OF 2006 FINANCIAL STATEMENTS, 2007-2009 BUSINESS PLAN AND PROPOSAL FOR DIVIDEND DISTRIBUTION THE 2007-2009 BUSINESS PLAN ? Sustainable organic growth: ? operating income targeted at an annual average growth rate of 7% over the three-year period, ? yearly average growth of 9% in risk-weighted assets (RWA) over the three-year period, corresponding |
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| April 16, 2007 |
EX-99.1 2 a07-114641ex99d1.htm PRESS RELEASE DATED APRIL 14, 2007 RELATING TO MOODY'S RATING CHANGES Exhibit 99.1 PRESS RELEASE INTESA SANPAOLO: MOODY’S RATING CHANGES DUE TO THE IMPLEMENTATION OF A NEW VALUATION METHODOLOGY Torino, Milano, 14th April 2007 — Intesa Sanpaolo communicates that yesterday, following the application of a new valuation methodology, Moody’s upgraded the long-term debt an |
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| April 11, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of April, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Addres |
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| April 11, 2007 |
EX-99.1 2 a07-103091ex99d1.htm PRESS RELEASE DATED APRIL 10, 2007 Exhibit 99.1 PRESS RELEASE INTESA SANPAOLO: TELECOM ITALIA Torino, Milano, 10th April 2007 – With reference to the possible sale of the majority shareholding of the capital of Olimpia, which, in turn, holds a significant stake in the capital of Telecom Italia S.p.A., and to the recent press rumours regarding possible groups of banks |
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| April 3, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of April, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Addres |
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| April 3, 2007 |
EX-99.1 2 a07-97141ex99d1.htm PRESS RELEASE DATED APRIL 2, 2007 Exhibit 99.1 PRESS RELEASE INTESA SANPAOLO: TERMINATION OF THE SHARE PURCHASE AGREEMENT FOR THE ACQUISITION OF UKRSOTSBANK IN UKRAINE Torino, Milano, 2nd April 2007 – Intesa Sanpaolo communicates that today the sellers of the controlling shareholding in Ukrsotsbank have made known that they have exercised the right to terminate the re |
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| March 30, 2007 |
CONVOCATION NOTICE OF THE MEETING OF SAVING SHARE HOLDERS Exhibit 99.3 CONVOCATION NOTICE OF THE MEETING OF SAVING SHARE HOLDERS In accordance with Art. 146, par. 2 of Lgs.D. 24th February 1998, the Saving share holders are called to the Special Meeting at the office in Piazza San Carlo, 158, Turin on 30th April 2007 at 3 p.m. on first call and, if necessary, on 2nd May 2007 at 3 p.m. on second call and on 4th May 2007 at 11 a.m. on third call same place |
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| March 30, 2007 |
INTESA SANPAOLO CONTRIBUTES 29 BRANCHES TO FRIULADRIA Exhibit 99.1 JOINT PRESS RELEASE INTESA SANPAOLO CONTRIBUTES 29 BRANCHES TO FRIULADRIA Turin, Milan, Paris, 30th March 2007 ? After authorisation from the Bank of Italy, Intesa Sanpaolo S.p.A. contributed 29 former Banca Intesa branches to FriulAdria with effect as of 1st April 2007. The resulting FriulAdria shares will be subsequently sold by Intesa Sanpaolo to Cariparma, the Italian subsidiary o |
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| March 30, 2007 |
CONVOCATION NOTICE OF THE SHAREHOLDERS’ MEETING EX-99.2 3 a07-95291ex99d2.htm CONVOCATION NOTICE OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING Exhibit 99.2 CONVOCATION NOTICE OF THE SHAREHOLDERS’ MEETING Shareholders are called to the Ordinary and Extraordinary Shareholders’ Meeting at the office in Piazza San Carlo, 158, Turin on 30th April 2007 at 11 a.m. on first call, on 2nd May 2007 on second call for the Extraordinary Meeting an |
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| March 30, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Addres |
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| March 27, 2007 |
Exhibit 99.1 PRESS RELEASE INTESA SANPAOLO: SAVING SHARE HOLDERS? MEETING SUMMONED Torino, Milano, 26th March 2007 ? The Common Representative of the saving share holders - upon request of a shareholder representing at least 1% of the saving share capital - has summoned the Special Meeting of saving share holders which will be held on 30th April 2007 on first call and, if necessary, on 2nd May 200 |
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| March 27, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Addres |
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| March 26, 2007 |
EX-99.3 4 a07-89471ex99d3.htm PRESENTATION RELATING TO FINANCIAL RESULTS AS AT DECEMBER 31, 2006. Exhibit 99.3 2006 Results March 23rd, 2007 Foreword As the merger of Sanpaolo IMI with and into Banca Intesa came into legal and accounting effect as of 1st January 2007, the two Groups’ financial statements for 2006 have been closed separately The two Groups’ financial statements for 2006 have been p |
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| March 26, 2007 |
Exhibit 99.1 PRESS RELEASE INTESA SANPAOLO: RESULTS AS AT 31st DECEMBER 2006 BANCA INTESA: ? Operating income at 10,536 million euro, up 9.7% (2005: 9,605 million). ? Operating costs at 5,430 million euro, up 3.3% (2005: 5,256 million, in line with the BP targets). ? Operating margin at 5,106 million euro, up 17.4% (2005: 4,349 million). ? Income before tax from continuing operations at 4,175 mill |
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| March 26, 2007 |
6-K 1 a07-894716k.htm 6-K FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 |
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| March 26, 2007 |
EX-99.2 3 a07-89471ex99d2.htm PRESS RELEASE DATED MARCH 23, 2007 RELATING TO THE CALL OF THE ORDINARY AND EXTRAORDINARY SHARE Exhibit 99.2 PRESS RELEASE INTESA SANPAOLO: ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING SUMMONED Torino, Milano, 23rd March 2007 – Today’s Management Board has summoned the Ordinary and Extraordinary Shareholders’ Meeting of Intesa Sanpaolo which shall be held on 30th |
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| March 20, 2007 |
Exhibit 99.1 JOINT PRESS RELEASE INTESA SANPAOLO AND CREDIT AGRICOLE SA SIGN THE CONTRACT FOR THE WINDING UP OF THE CAAM SGR JOINT VENTURE Turin, Milan, Paris, 19th March 2007 ? Intesa Sanpaolo S.p.A. and Cr?dit Agricole S.A. today have agreed that CAAM SGR, their joint-venture in the asset management activities in Italy, will be unwound with both parties exercising their respective option and the |
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| March 20, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Addres |
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| March 20, 2007 |
Exhibit 99.2 PRESS RELEASE INTESA SANPAOLO LAUNCHES SECURITISATION FOR ?3.6 BILLION Torino, Milano, 19th March 2007 ? Today, Intesa Sanpaolo has launched a securitisation of a portfolio of performing residential mortgages for ?3.6 billion through Intesa Sec. 3, as anticipated by the press release issued on 5th March 2007. This is the first securitisation from Intesa Sanpaolo and the third one cons |
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| March 12, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Addres |
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| March 12, 2007 |
Exhibit 99.1 PRESS RELEASE INTESA SANPAOLO: BANK MERGERS Torino, Milano, 9th March 2007 ? Upon Consob?s request, Intesa Sanpaolo communicates the following: ? Intesa Sanpaolo confirms that its stake (18.6%) in Banca CR Firenze s.p.a. (?Carifirenze?) is surely relevant and that this investment is being carefully and constantly evaluated also in the light of the possible evolution of the Group?s str |
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| March 9, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Addres |
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| March 9, 2007 |
EX-99.1 2 a07-75991ex99d1.htm PRESS RELEASE DATED MARCH 8, 2007. Exhibit 99.1 PRESS RELEASE INTESA SANPAOLO LAUNCHES A NEW SEVEN-YEAR BENCHMARK EUROBOND OF €1 BILLION Torino, Milano, 8th March 2007 – Today, Intesa Sanpaolo has launched a €1 billion euro bond issue targeted to international markets. It is the first benchmark issued under the Intesa Sanpaolo S.p.A. Medium Term Notes programme update |
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| March 6, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Addres |
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| March 6, 2007 |
Exhibit 99.1 PRESS RELEASE INTESA SANPAOLO: SECURITISATION OF RESIDENTIAL MORTGAGES FOR €3.6 BILLION ANNOUNCED Torino, Milano, 5th March 2007 — In the next few days, Intesa Sanpaolo is launching a securitisation of a portfolio of performing residential mortgages through Intesa Sec. 3 to which Banca Intesa had sold the aforementioned portfolio as announced in its press release of 15th December 2006 |
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| March 2, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Addres |
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| March 2, 2007 |
EX-99.1 2 a07-70151ex99d1.htm PRESS RELEASE DATED MARCH 1, 2007 Exhibit 99.1 JOINT PRESS RELEASE INTESA SANPAOLO AND CREDIT AGRICOLE SA SIGN THE CONTRACT FOR THE SALE OF CARIPARMA AND FRIULADRIA Turin, Milan, Paris, 1st March 2007 — After authorisation from the Bank of Italy, Intesa Sanpaolo S.p.A. and Crédit Agricole S.A. today have signed the contract, effective immediately, relating to the sale |
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| February 21, 2007 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* INTESA SANPAOLO S.p.A. (Name of Issuer) Ordinary Shares of €0.52 par value each (the “Ordinary Shares”) (Title of Class of Securities) ISIN IT0000072618 (CUSIP Number) January 1, 2007 (Date of Event Which Requires Filing of this Statement) Fernando Massara Pierluigi B |
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| February 20, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of February, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Add |
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| February 20, 2007 |
EXHIBIT 99.1 PRESS RELEASE INTESA SANPAOLO: EXECUTION OF COMMITMENTS TAKEN WITH ANTITRUST Torino, Milano, 19th February 2007 ? Following its recent decisions regarding powers and delegated powers of its corporate bodies and management, Intesa Sanpaolo has proposed to the Italian Competition Authority - which has acknowledged the proposal - a way to fulfil the commitment included in the Decision re |
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| January 31, 2007 |
Exhibit 99.1 PRESS RELEASE INTESA SANPAOLO: 2007 FINANCIAL CALENDAR Torino, Milano, 30th January 2007 ? Today, the meetings of Intesa Sanpaolo?s Supervisory Board chaired by Giovanni Bazoli and Management Board chaired by Enrico Salza took place and approved the financial calendar for 2007. Dates are subject to changes. 23rd March 2007 Meeting of the Management Board to approve the drafts of the P |
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| January 31, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Addr |
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| January 24, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Addr |
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| January 24, 2007 |
Exhibit 99.1 JOINT PRESS RELEASE INTESA SANPAOLO AND CREDIT AGRICOLE SA NOT TO PURSUE ASSET MANAGEMENT PARTNERSHIP Turin, Milan, Paris 24th January 2007 — In the wake of the decision of the Italian Competition Authority “AGCM” issued on 20th December 2006, Intesa Sanpaolo S.p.A. and Crédit Agricole S.A. have decided not to pursue their asset management European project and to dissolve their asset |
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| January 9, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January, 2007 Commission File Number 000-52386 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Addr |
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| January 9, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 (Rule 13d-2) INTESA SANPAOLO S.p.A. (Name of Issuer) ORDINARY SHARES, NOMINAL VALUE ?0.52 EACH (Title of Class of Securities) Compagnia di San Paolo (Name of Persons Filing Statement) Piero Gastaldo c/o Compagnia di San Paolo Corso Vittorio Emanuele II, |
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| January 9, 2007 |
EX-99.1 2 a07-15151ex99d1.htm EX-99.1 Exhibit 99.1 ARTICLES OF ASSOCIATION INTESA SANPAOLO S.p.A. Parent Company of banking group “Intesa Sanpaolo” included in the National Register of Banking Groups Registered Office Torino, Piazza San Carlo 156 Share Capital Euro 6,646,436,318.60 Torino Company Register and Fiscal Code No. 00799960158, Vat Code No. 10810700152 Member of the National Interbank De |
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| January 9, 2007 |
Exhibit 99.2 COMPAGNIA DI SAN PAOLO Communication pursuant to Article 122 of Legislative Decree no. 58/1998 and Articles 128 and 131 of the Regulations adopted by Consob Resolution no. 11971/1999 and subsequent amendments. Consultation agreement concerning SANPAOLO IMI S.p.A. signed on 21st April 2004 among Compagnia di San Paolo, Fondazione Cassa di Risparmio di Padova e Rovigo, Fondazione Cassa |
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| January 3, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 January 3, 2007 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Address of principal executive offices) Copies to: M |
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| January 3, 2007 |
Exhibit 4.9 ?Societ? per Azioni? registered in the National Register of Banks Parent Company of ?GRUPPO INTESA? included in the National Register of Banking Groups Registered office in Milano, Piazza Paolo Ferrari, 10 - Share capital 3,613,001,195.96 euro, fully paid-in Fiscal code and Milano Company Register: 00799960158 - VAT code: 10810700152 - ABI code 3069-2 Member of the National Interbank D |
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| January 3, 2007 |
Certificate of Execution of Deed of Merger Exhibit 4.8 Certificate of Execution of Deed of Merger The Banca Intesa securities referred to herein that will be issued in connection with the merger described herein have not been, and are not intended to be, registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold, directly or indirectly, into the United States except pursuant to an applicable exem |
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| January 3, 2007 |
Exhibit 99.7 PRESS RELEASE INTESA SANPAOLO IS SET UP: THE MANAGEMENT BOARD ? Meeting of the first Management Board of Intesa Sanpaolo ? Corrado Passera appointed Managing Director and CEO ? Pietro Modiano appointed General Manager, Deputy to the CEO, in charge of the Division ?Banca dei Territori? and Francesco Micheli General Manager in charge of the Resource Governance ? Organisational structure |
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| January 3, 2007 |
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 January 3, 2007 Intesa Sanpaolo S.p.A. (formerly known as Banca Intesa S.p.A.) (Exact name of registrant as specified in its charter) Piazza San Carlo 156 10121 Turin, Italy (Address of principal executive offices) Copies to: M |
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| January 3, 2007 |
Exhibit 99.2 Deed of Merger The Banca Intesa securities referred to herein that will be issued in connection with the merger described herein have not been, and are not intended to be, registered under the U.S. Securities Act of 1933 (the ?Securities Act?) and may not be offered or sold, directly or indirectly, into the United States except pursuant to an applicable exemption. The Banca Intesa sec |
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| January 3, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (Amendment No. 9) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (R ights Offering) o Securities Act Rule 802 (Exchange Offer) x Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) o Ex |
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| January 3, 2007 |
EX-4.7 4 a07-10141ex4d7.htm DEED TO MERGER Exhibit 4.7 Deed of Merger The Banca Intesa securities referred to herein that will be issued in connection with the merger described herein have not been, and are not intended to be, registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold, directly or indirectly, into the United States except pursuant to an |
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| January 3, 2007 |
Exhibit 4.6 INTEGRATION TO THE INFORMATIONAL DOCUMENT Merger by incorporation of Sanpaolo IMI S.p.A. with and into Banca Intesa S.p.A. The Banca Intesa securities referred to herein that will be issued in connection with the merger described herein have not been, and are not intended to be, registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold, dire |
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| January 3, 2007 |
Exhibit 99.1 INTEGRATION TO THE INFORMATIONAL DOCUMENT Merger by incorporation of Sanpaolo IMI S.p.A. with and into Banca Intesa S.p.A. The Banca Intesa securities referred to herein that will be issued in connection with the merger described herein have not been, and are not intended to be, registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold, dir |
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| January 3, 2007 |
Exhibit 99.4 “Società per Azioni” registered in the National Register of Banks Parent Company of “Gruppo Bancario SANPAOLO IMI” included in the National Register of Banking Groups Registered office in Torino, Piazza San Carlo, 156 Share capital 5,400,253,255.68 euro, fully paid-in Fiscal code, VAT code and Torino Company register: 06210280019 ABI code 1025-6 Member of the National Interbank Deposi |
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| January 3, 2007 |
INTESA SANPAOLO IS SET UP: THE SUPERVISORY BOARD Exhibit 99.6 PRESS RELEASE INTESA SANPAOLO IS SET UP: THE SUPERVISORY BOARD • Meeting of the first Supervisory Board of Intesa Sanpaolo • Technical Committees established • Management Board appointed • Enrico Salza and Orazio Rossi nominated Chairman and Deputy Chairman of the Management Board • Corrado Passera indicated as Managing Director and CEO by the Supervisory Board • The Board also expres |
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| January 3, 2007 |
INTESA SANPAOLO: RATING AGENCIES Exhibit 99.5 PRESS RELEASE INTESA SANPAOLO: RATING AGENCIES Torino, Milano, January 2, 2007 – Intesa Sanpaolo communicates that today: · Fitch has upgraded the Support rating of Intesa Sanpaolo to 1 from 2. The bank’s other ratings are affirmed at long-term debt AA-, short-term debt F1+ and Individual B. The outlook is stable. · Standard & Poor’s has affirmed Intesa Sanpaolo’s long-term debt ratin |
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| January 3, 2007 |
Certificate of Execution of Deed of Merger Exhibit 99.3 Certificate of Execution of Deed of Merger The Banca Intesa securities referred to herein that will be issued in connection with the merger described herein have not been, and are not intended to be, registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold, directly or indirectly, into the United States except pursuant to an applicable exe |
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| January 3, 2007 |
Exhibit 5.0 “Società per Azioni” registered in the National Register of Banks Parent Company of “Gruppo Bancario SANPAOLO IMI” included in the National Register of Banking Groups Registered office in Torino, Piazza San Carlo, 156 Share capital 5,400,253,255.68 euro, fully paid-in Fiscal code, VAT code and Torino Company register: 06210280019 ABI code 1025-6 Member of the National Interbank Deposit |
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| January 3, 2007 |
EFFECTS OF FULFILLING ANTITRUST AUTHORITY’S MEASURES ON NET INCOME FORECASTED IN THE MERGER DOCUMENT Exhibit 4.5 JOINT PRESS RELEASE EFFECTS OF FULFILLING ANTITRUST AUTHORITY?S MEASURES ON NET INCOME FORECASTED IN THE MERGER DOCUMENT Milano, Torino, 29th December 2006 ? Upon CONSOB?s request, this communication clarifies the effects of fulfilling Italian Competition Authority?s measures on net income forecasted in the Informational Document regarding the merger by incorporation of Sanpaolo IMI S. |
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| December 29, 2006 |
DEED OF MERGER BETWEEN BANCA INTESA AND SANPAOLO IMI STIPULATED Exhibit 4.2 JOINT PRESS RELEASE DEED OF MERGER BETWEEN BANCA INTESA AND SANPAOLO IMI STIPULATED Milano, Torino, 28th December 2006 - Banca Intesa and Sanpaolo IMI communicate that the deed of merger by incorporation of Sanpaolo IMI S.p.A. with and into Banca Intesa S.p.A. has been stipulated in Torino today in the record books of the Notary public Ettore Morone and will be filed at the Torino and |
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| December 29, 2006 |
SHAREHOLDER BASE OF INTESA SANPAOLO Exhibit 4.3 JOINT PRESS RELEASE SHAREHOLDER BASE OF INTESA SANPAOLO Milano, Torino, 28th December 2006 – Following the deed of merger by incorporation of Sanpaolo IMI S.p.A. with and into Banca Intesa S.p.A. stipulated today and upon Italian Stock Exchange’s request, notice is given hereby that as of the date on which the merger becomes effective the main shareholders of Intesa Sanpaolo S.p.A. sho |
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| December 29, 2006 |
DEED OF MERGER BETWEEN BANCA INTESA AND SANPAOLO IMI REGISTERED Exhibit 4.4 JOINT PRESS RELEASE DEED OF MERGER BETWEEN BANCA INTESA AND SANPAOLO IMI REGISTERED Milano, Torino, 29th December 2006 - Banca Intesa and Sanpaolo IMI communicate that the deed of merger by incorporation of Sanpaolo IMI S.p.A with and into Banca Intesa S.p.A. has been registered at the Torino and Milano Company Registers this morning. Therefore, the merger will come into legal effect a |
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| December 29, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (Amendment No. 8) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (R ights Offering) o Securities Act Rule 802 (Exchange Offer) x Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) o Ex |
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| December 21, 2006 |
PRESS RELEASE BANCA INTESA- SANPAOLO: ANTITRUST AUTHORITY GIVES CONDITIONAL GO- AHEAD FOR MERGER Exhibit 4.1 Press releases C8027 - BANCA INTESA/SAN PAOLO IMI number 52 date 20/12/2006 Text PRESS RELEASE BANCA INTESA- SANPAOLO: ANTITRUST AUTHORITY GIVES CONDITIONAL GO- AHEAD FOR MERGER In retail banking, the parties undertake to sell 748 branches. In wealth management, the CAAM joint venture between Banca Intesa and Crédit Agricole to be closed down. Policies of another insurer to be sold in |
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| December 21, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (Amendment No. 7) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (R ights Offering) o Securities Act Rule 802 (Exchange Offer) x Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) o Ex |
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| December 21, 2006 |
Exhibit 4.0 JOINT PRESS RELEASE BANCA INTESA AND SANPAOLO IMI GET THE GREEN LIGHT FROM THE ANTITRUST AUTHORITY FOR THE MERGER Milano, Torino, 20th December 2006 - Banca Intesa and Sanpaolo IMI favourably acknowledge today’s decision of the Italian Competition Authority that has authorised the merger by incorporation of Sanpaolo IMI with and into Banca Intesa. This decision, taken upon completion o |
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| December 4, 2006 |
Enrolment with the Register of Auditors and practice in the legal audit of accounts Exhibit 3.9 PRESS RELEASE BANCA INTESA: EXTRAORDINARY AND ORDINARY SHAREHOLDERS’ MEETING The Extraordinary Shareholders’ Meeting approved: • the plan for the merger by incorporation of Sanpaolo IMI with and into Banca Intesa at an exchange ratio of 3.115 newly-issued ordinary shares of Banca Intesa for each ordinary or preference share of Sanpaolo IMI; • an increase in share capital in respect of |
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| December 4, 2006 |
Exhibit 3.8 JOINT PRESS RELEASE BANCA INTESA AND SANPAOLO IMI SIGN AN AGREEMENT WITH ALL THE TRADE UNIONS FOR ACTIVATION OF THE SOLIDARITY ALLOWANCE ON A VOLUNTARY BASIS Milano, Torino, 1st December 2006 – Banca Intesa and Sanpaolo IMI have reached an agreement with all the nine Trade Unions of the banking industry which provides for the activation of the Solidarity Allowance (as per Ministerial D |
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| December 4, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (Amendment No. 6) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (R ights Offering) o Securities Act Rule 802 (Exchange Offer) x Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) o Ex |
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| December 1, 2006 |
AMENDMENT NO. 2 TO DEPOSIT AGREEMENT AMENDMENT NO. 2 TO DEPOSIT AGREEMENT AMENDMENT NO. 2 dated as of , 2006 (the "Amendment") to the Deposit Agreement dated as of October 16, 1998, as amended as of August 27, 2003 (as so hereby amended, the "Deposit Agreement"), by and among the signatories hereto. W I T N E S S E T H: WHEREAS, Sanpaolo IMI S.p.A. entered into the Deposit Agreement with JPMorgan Chase Bank, N.A., as depositary (the |
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| December 1, 2006 |
Ziegler, Ziegler & Associates LLP Counselors at Law 570 Lexington Avenue, 44th Floor New York, New York 10022 (212) 319-7600 Telecopier (212) 319-7605 December 1, 2006 JPMorgan Chase Bank, N. |
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| December 1, 2006 |
As filed with the U.S. Securities and Exchange Commission on December 1, 2006 F-6 1 v059521f-6.htm As filed with the U.S. Securities and Exchange Commission on December 1, 2006 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 For Depositary Shares Evidenced by American Depositary Receipts BANCA INTESA S.P.A. (Exact name of issuer of deposited securities as specified in its charte |
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| November 28, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (Amendment No. 5) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (R ights Offering) o Securities Act Rule 802 (Exchange Offer) x Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) o Ex |
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| November 28, 2006 |
Pursuant to U.S. legal and regulatory requirements, please note the following: Exhibit 3.7 Pursuant to U.S. legal and regulatory requirements, please note the following: The Banca Intesa securities referred to herein that will be issued in connection with the merger described herein have not been, and are not intended to be, registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold, directly or indirectly, into the United States e |
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| November 27, 2006 |
Exhibit 3.6 Presentation relating to the Plan for the Merger of Sanpaolo IMI S.p.A. with and into Banca Intesa S.p.A. The Banca Intesa securities referred to herein that will be issued in connection with the merger described herein have not been, and are not intended to be, registered under the U.S. Securities Act of 1933 (the ?Securities Act?) and may not be offered or sold, directly or indirectl |
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| November 27, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (Amendment No. 4) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) o Securities Act Rule 802 (Exchange Offer) x Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) o Exc |
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| November 17, 2006 |
Exhibit 3.5 INFORMATIONAL DOCUMENT MERGER BY INCORPORATION OF sanpaolo imi s.p.a. WITH AND INTO BANCA INTESA S.P.A. The Banca Intesa securities referred to herein that will be issued in connection with the merger described herein have not been, and are not intended to be, registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold, directly or indirectly, |
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| November 17, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (Amendment No. 3) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) o Securities Act Rule 802 (Exchange Offer) x Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) o Exc |
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| November 16, 2006 |
Enrolment with the Register of Auditors and practice in the legal audit of accounts Exhibit 3.4 Ordinary Shareholders? Meeting of 30th November ? 1st December 2006 Lists of candidates for the appointment to the Supervisory Board for the financial years 2007-2008-2009 The Banca Intesa securities referred to herein that will be issued in connection with the merger described herein have not been, and are not intended to be, registered under the U.S. Securities Act of 1933 (the ?Secu |
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| November 16, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (Amendment No. 2) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) o Securities Act Rule 802 (Exchange Offer) x Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) o Exc |
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| November 16, 2006 |
Exhibit 3.3 Extraordinary and ordinary Shareholders? Meeting of 30th November ? 1st December 2006 Board of Directors Reports on the proposals in points 1) of the extraordinary part, 1) and 2) of the ordinary part of the Agenda of the meeting The Banca Intesa securities referred to herein that will be issued in connection with the merger described herein have not been, and are not intended to be, r |
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| November 15, 2006 |
Exhibit 3.0 PRESS RELEASE BANCA INTESA: RESULTS AS AT 30th SEPTEMBER 2006 • Consolidated net income for the first nine months of 2006 at 2,173 million euro, up 17.8% (first nine months of 2005: 1,845 million). • Income before tax from continuing operations at 3,263 million euro, up 13.9% (first nine months of 2005: 2,864 million). • Operating margin at 3,837 million euro, up 12.1% (first nine mont |
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| November 15, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (Amendment No. 1) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) o Securities Act Rule 802 (Exchange Offer) x Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) o Exc |
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| November 15, 2006 |
Chairman Gianluca PONZELLINI Auditors Rosalba CASIRAGHI Exhibit 3.2 CONSOLIDATED REPORT AS AT 30TH SEPTEMBER 2006 This is an English translation of the Italian original “Relazione consolidata al 30 settembre 2006” and has been prepared solely for the convenience of the reader. The version in Italian takes precedence and will be made available to interested readers upon written request to Banca Intesa S.p.A. Corporate image and marketing communications |
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| November 15, 2006 |
Exhibit 3.1 2006 Third-Quarter Results November 14th, 2006 Foreword (1) Doubtful loans = Sofferenze 2006 and 2005 data are IAS/IFRS compliant, including IAS 39 Gruppo Intesa chose not to use the option to revaluate fixed assets at fair value to minimisevolatility of earnings and Shareholders’ Equity The economic effects connected with discontinued operations have been accounted for in its specific |
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| October 30, 2006 |
EX-1.2 4 a06-214331ex1d2.htm REPORT OF THE BOARD OF DIRECTORS OF BANCA INTESA S.P.A Exhibit 1.2 BOARD OF DIRECTORS REPORT ON THE PLAN FOR THE MERGER OF SANPAOLO IMI S.p.A. WITH AND INTO BANCA INTESA S.p.A. The Banca Intesa securities referred to herein that will be issued in connection with the merger described herein have not been, and are not intended to be, registered under the U.S. Securities |
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| October 30, 2006 |
Exhibit 2.3 ANNUAL REPORT 2005 This is an English translation of the Italian original ?Bilanci 2005? and h< font style="letter-spacing:.2pt;">as been prepared solely for the convenience of the reader. The version in Italian takes precedence and will be made availabl< /font>e to interested readers upon request to Banca Intesa S.p.A. Corporate image and marketing communications Via Monte di Piet?, 8 |
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| October 30, 2006 |
SANPAOLO IMI HALF YEAR REPORT 2006 Banca Intesa S.p.A. is furnishing the document in Exhibit 2.6 in its notification form on Form CB because it is required to make this document publicly available in accordance with Italian law. The document in Exhibit 2.6 was independently prepared by Sanpaolo IMI S.p.A. Exhibit 2.6 SANPAOLO IMI HALF YEAR REPORT 2006 ii Half Year Report 2006 PREPARED ACCORDING TO IAS/IFRS INTERNATIONAL ACCOUNTING |
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| October 30, 2006 |
S A N P A O L O I M I A N N U A L R E P O R T 2 0 0 3 SANPAOLO IMI GROUP Banca Intesa S.p.A. is furnishing the document in Exhibit 2.9 in its notification form on Form CB because it is required to make this document publicly available in accordance with Italian law. The document in Exhibit 2.9 was independently prepared by Sanpaolo IMI S.p.A. Exhibit 2.9 S A N P A O L O I M I A N N U A L R E P O R T 2 0 0 3 SANPAOLO IMI GROUP 2003 Annual Report SANPAOLO IMI S.p.A. REGI |
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| October 30, 2006 |
PLAN FOR THE MERGER OF SANPAOLO IMI S.P.A. WITH AND INTO BANCA INTESA S.P.A. Exhibit 1.0 PLAN FOR THE MERGER OF SANPAOLO IMI S.P.A. WITH AND INTO BANCA INTESA S.P.A. The Banca Intesa securities referred to herein that will be issued in connection with the merger described herein have not been, and are not intended to be, registered under the U.S. Securities Act of 1933 (the ?Securities Act?) and may not be offered or sold, directly or indirectly, into the United States exc |
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| October 30, 2006 |
Parent Bank financial statements Banca Intesa S.p.A. is furnishing the document in Exhibit 2.7 in its notification form on Form CB because it is required to make this document publicly available in accordance with Italian law. The document in Exhibit 2.7 was independently prepared by Sanpaolo IMI S.p.A. Exhibit 2.7 SANPAOLO IMI ANNUAL REPORT 2005 PREPARED ACCORDING TO IAS/IFRS INTERNATIONAL ACCOUNTING STANDARDS 2005 Annual Report |
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| October 30, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) o Securities Act Rule 802 (Exchange Offer) x Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) o Exchange Act Rule 14d |
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| October 30, 2006 |
Exhibit 1.1 ATTACHMENT A) TO THE PLAN FOR THE MERGER OF SANPAOLO IMI S.P.A. WITH AND INTO BANCA INTESA S.P.A. Articles of Association of the Surviving Company The Banca Intesa securities referred to herein that will be issued in connection with the merger described herein have not been, and are not intended to be, registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not |
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| October 30, 2006 |
Banca Intesa S.p.A. is furnishing the document in Exhibit 1.9 in its notification form on Form CB because it is required to make this document publicly available in accordance with Italian law. The document in Exhibit 1.9 was independently prepared by Sanpaolo IMI S.p.A. Exhibit 1.9 Financial Statements as at 30 June 2006 pursuant to article 2501-quater of the Civil Code SANPAOLO IMI S.p.A. Compan |
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| October 30, 2006 |
Exhibit 2.4 Annual report 2004 This is an English translation of the Italian original ?Bilanci 2004? and has been prepared solely for the conve nience of the reader. The version in Italian takes precedence and will be made available to interested readers upon written request to Banca Intesa S.p.A. Corporate image and marketing communications Via Monte di Piet?, 8 20121 Milano, Italy Fax +39 02 879 |
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| October 30, 2006 |
Pursuant to U.S. legal and regulatory requirements, please note the following: Exhibit 1.5 Pursuant to U.S. legal and regulatory requirements, please note the following: The Banca Intesa securities referred to herein that will be issued in connection with the merger described herein have not been, and are not intended to be, registered under the U.S. Securities Act of 1933 (the ?Securities Act?) and may not be offered or sold, directly or indirectly, into the United States e |
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| October 30, 2006 |
Financial Statements as at 30th June 2006 pursuant to article 2501- quater of the Civil Code Exhibit 1.8 The Banca Intesa securities referred to herein that will be issued in connection with the merger described herein have not been, and are not intended to be, registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold, directly or indirectly, into the United States except pursuant to an applicable exemption. The Banca Intesa securities will be |
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| October 30, 2006 |
Exhibit 2.0 (Translation from the Italian original which remains the definitive version) Banca Intesa S.p.A. Report of the auditors on the ratio for the exchange of shares pursuant to article 2501-sexies of the Italian Civil Code* The Banca Intesa securities referred to herein that will be issued in connection with the merger described herein have not been, and are not intended to be, registered u |
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| October 30, 2006 |
F-X 1 a06-214332fx.htm FOR APPOINTMENT OF AGENT FOR SERVICE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-X APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING A. Name of issuer or person filing (“Filer”): Banca Intesa S.p.A. B. (1) This is [check one] x an original filing for the Filer o an amended filing for the Filer C. Identify the filing in conjunction |
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| October 30, 2006 |
Exhibit 1.3 REPORT BY THE BOARD OF DIRECTORS ON THE PLAN FOR THE MERGER BY INCORPORATION OF SANPAOLO IMI S.P.A. IN BANCA INTESA S.P.A. Turin, 12 October 2006 The following is an English translation of the official version in Italian language. In case of conflict, the Italian language version will prevail The Banca Intesa securities referred to herein that will be issued in connection with the merg |
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| October 30, 2006 |
EX-2.5 14 a06-214331ex2d5.htm 2003 ANNUAL REPORT OF BANCA INTESA S.P.A. Exhibit 2.5 Annual report 2003 This is an English translation of the Italian original “Bilanci 2003” and has been prepared solely for the convenience of the reader. The version in Italian takes precedence and will be made available to interested readers upon written request to Banca Intesa S.p.A. Corporate image and marketing |
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| October 30, 2006 |
SANPAOLO IMI ANNUAL REPORT 2004 Banca Intesa S.p.A. is furnishing the document in Exhibit 2.8 in its notification form on Form CB because it is required to make this document publicly available in accordance with Italian law. The document in Exhibit 2.8 was independently prepared by Sanpaolo IMI S.p.A. Exhibit 2.8 SANPAOLO IMI ANNUAL REPORT 2004 2004 Annual Report SANPAOLO IMI S.p.A. COMPANY REGISTERED IN THE REGISTER OF BANKS P |
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| October 30, 2006 |
PRELIMINARY NOTE FROM BANCA INTESA REGARDING THE REPORT OF PRICEWATERHOUSECOOPERS S.P.A. EX-2.1 10 a06-214331ex2d1.htm REPORT OF THE AUDITORS ON THE RATIO FOR THE EXCHANGE OF SHARES- PWC Exhibit 2.1 PRELIMINARY NOTE FROM BANCA INTESA REGARDING THE REPORT OF PRICEWATERHOUSECOOPERS S.P.A. The Banca Intesa securities referred to herein that will be issued in connection with the merger described herein have not been, and are not intended to be, registered under the U.S. Securities Act of |
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| October 30, 2006 |
CONSOLIDATED REPORT AS AT 30TH JUNE 2006 EX-2.2 11 a06-214331ex2d2.htm CONSOLIDATE REPORT OF BANCA INTESA S.P.A. AS AT 30TH JUNE 2006 Exhibit 2.2 CONSOLIDATED REPORT AS AT 30TH JUNE 2006 This is an English translation of the Italian original “Relazione consolidata al 30 giugno 2006” and has been prepared solely for the convenience of the reader. The version in Italian takes precedence and will be made available to interested readers upon |
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| October 17, 2006 |
Filed by: BANCA INTESA pursuant to Rule 425 under the Securities Act of 1933 Subject Company: SANPAOLO IMI Commission File Number: 001-14870 PRESS RELEASE INTESA CASSE DEL CENTRO: CLARIFICATION Milano, 17th October 2006 – With reference to the press news reported today on a possible sale of Intesa Casse del Centro to Banco Santander Central Hispano in relation to the proposed business combination between Gruppo Intesa and Gruppo Sanpaolo IMI, Banca Intesa clarifies that these rumors are ungrounded. |
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| October 13, 2006 |
Filed by: BANCA INTESA pursuant to Rule 425 under the Securities Act of 1933 Subject Company: SANPAOLO IMI Commission File Number: 001-14870 PRESS RELEASE BANCA INTESA APPROVES THE MERGER PROJECT WITH SANPAOLO IMI · The new Group will be the undisputed leader in Italy with an average market share of approximately 20% in all banking business areas; the network of approximately 5,500 branches will be capillary and well distributed throughout the country with a market share exceeding 15% in most regions. |
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| October 13, 2006 |
Filed by: BANCA INTESA pursuant to Rule 425 under the Securities Act of 1933 Subject Company: SANPAOLO IMI Commission File Number: 001-14870 Milan, 13 October 2006 Italian Leader with European Scale Setting a New Benchmark for Value Creation The Merger Project Disclaimer IMPORTANT INFORMATION In connection with the proposed business combination, the required information document will be sent to Commissione Nazionale per le Società e la Borsa (“CONSOB”) and, to the extent that the shares issued of Banca Intesa S. |
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| October 11, 2006 |
Filed by: BANCA INTESA pursuant to Rule 425 under the Securities Act of 1933 Subject Company: SANPAOLO IMI Commission file number: 001-14870 PRESS RELEASE BANCA INTESA AND CREDIT AGRICOLE ENTER INTO AN AGREEMENT IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION BETWEEN GRUPPO INTESA AND GRUPPO SANPAOLO IMI ? Banca Intesa will sell to Cr?dit Agricole Cassa di Risparmio di Parma e Piacenza, Banca Popolare FriulAdria and a further 193 Banca Intesa branches for total cash consideration of approximately 6 billion euro. |
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| October 11, 2006 |
Friday, October 13th 2006 Centro Congressi Via Romagnosi, 6 20121 Milano Filed by: BANCA INTESA pursuant to Rule 425 under the Securities Act of 1933 Subject Company: SANPAOLO IMI Commission file number: 001-14870 Mr. |
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| September 27, 2006 |
Filed by: BANCA INTESA pursuant to Rule 425 under the Securities Act of 1933 Subject Company: SANPAOLO IMI Commission File Number: 001-14870 PRESS RELEASE BANCA INTESA: NEGOTIATIONS WITH CREDIT AGRICOLE Milano, 27th September 2006 – Upon CONSOB’s request, Banca Intesa communicates that negotiations are under way with Crédit Agricole in order to identify the most appropriate solutions to safeguard Crédit Agricole’s strategic interests in the Italian market, respecting the interests of all the other Banca Intesa shareholders, in relation to the merger project between Gruppo Intesa and Gruppo Sanpaolo IMI. |
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| September 15, 2006 |
Giovanni Bazoli Corrado Passera Chairman Managing Director and CEO Filed by: BANCA INTESA pursuant to Rule 425 under the Securities Act of 1933 Subject Company: SANPAOLO IMI Commission File Number: 001-14870 Milano, September 2006 Distinguished Shareholder, with the positive performance in 2005, Banca Intesa completed the achievement of the targets of the 2003-2005 Business Plan, which had set forth the Group’s restructuring and relaunching, and was fully on track to deliver on the targets envisaged in the 2005-2007 Business Plan aiming at placing Banca Intesa among the best European banks. |
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| September 5, 2006 |
Filed by: BANCA INTESA pursuant to Rule 425 under the Securities Act of 1933 Subject Company: SANPAOLO IMI Commission file number: PRESS RELEASE BANCA INTESA: RESULTS AS AT 30th JUNE 2006 · Consolidated net income for first half 2006 at 1,476 million euro, up 23% (2005 first half: 1,200 million). |
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| August 31, 2006 |
SANPAOLO IMI APPROVES THE BANCA INTESA MERGER PROJECT GUIDELINES Filed by: BANCA INTESA pursuant to Rule 425 under the Securities Act of 1933 Subject Company: SANPAOLO IMI Commission File Number: 001-14870 PRESS RELEASE SANPAOLO IMI APPROVES THE BANCA INTESA MERGER PROJECT GUIDELINES ? The new Group will be among the leading banking groups in the eurozone, even before synergies ? The new Group will be a leader in Italy, with a market share of approximately 20% in all business areas ? The branch network of the new Group, more than 6,000 in Italy, will be well distributed throughout the country, with market share of more than 15% (in the majority of the regions) ? The registered office following the merger will be in Turin. |
