Strategic asset management agreement between banca intesa and credit agricole becomes operational

Milano, 22 December 2005

Banca Intesa and Crédit Agricole SA have announced that having obtained approval from the authorities concerned, the strategic agreement relating to asset management announced on 30 May has become operational as of today.

Crédit Agricole Asset Management, a subsidiary of the Crédit Agricole group, has acquired 65% of Nextra Investment Management (‘Nextra’), which was previously wholly owned by the Intesa group. Intesa will maintain a 35% stake in the company. In addition, under the agreement, Intesa will acquire 35% of Crédit Agricole Asset Management sgr, the Italian subsidiary of Crédit Agricole Asset Management, in 2006, bringing the latter’s total stake to 65%. It is subsequently planned that the activities of Nextra and Crédit Agricole Asset Management’s Italian subsidiary be merged, subject to approval from the relevant authorities.

The new entity will market its products and services through Intesa’s network of over 3,000 branches in Italy, based on a 12-year distribution agreement providing close ties between the producer and the distributor, coupled with a 12-year governance agreement. Furthermore, In order to better satisfy the diverse needs of its customers, Intesa group may also sell third-party products through an open architecture arrangement.

This major deal will result in significant improvement in the products and services offered to customers and create new opportunities for Intesa’s distribution network in asset management. It enhances Nextra’s capacity for innovation and opens up new markets for Italian know-how and assets outside Italy.

Crédit Agricole Asset Management will consolidate its position as one of Europe’s leading asset management firms. With assets under management of over €460bn at the end of September 2005, it is currently one of the top five in Europe (1), market leader in France (2) and No 3 in Italy(3).

The deal is based on a valuation of 100% of Nextra of €1.255bn. This is subject to an adjustment mechanism with respect to net inflows generated by Intesa between 2005 and 2007, with an increase of €100m if net inflows exceed €10bn or a reduction of €100m in the case of negative net inflows. In addition, the valuation of 100% of Crédit Agricole Asset Management’s Italian subsidiary has been confirmed at €70m.

Under the agreement finalised today, Intesa maintains 100% control of Nextra Distribution Services, a Luxembourgian company distributing within and outside Italy the Nextra International Sicav (previously valued at around €80m).

The deal, worth €815.8m, will enable Intesa to generate a capital gain of around €720m (including Nextra’s net income for the year), which will be included in the Q4 2005 consolidated income statement, excluding any subsequent upward or downward price revision of €65m (65% of €100m) relating to the adjustment clauses.

With nearly one-third of its assets under management outside France, Crédit Agricole Asset Management will strengthen its position as a key player in the international market. This move is fully in keeping with the Crédit Agricole group’s strategic development plan.

The deal seals a new major partnership between Crédit Agricole and Banca Intesa, confirming the quality and the strategic dimension of the long-established ties between the two groups.

About Nextra Investment Management (Nextra) :
Nextra is Banca Intesa’s asset management subsidiary and a leading player in the Italian market, with assets under management of €98bn at the end of September 2005. Nextra has a broad range of asset management products aimed at both individual and institutional investors.

About Crédit Agricole Asset Management :
With assets under management of €402.1bn at the end of September 2005, Crédit Agricole Asset Management group leads the French mutual funds market (2) and is a leading asset management player in Europe. It has developed a broad range of skills and local operational units, with eight management centres worldwide (Paris, London, Milan, Madrid, Hong Kong, Singapore, Tokyo and Seoul).
Crédit Agricole Asset Management’s Italian subsidiaries manage and market assets of over €10bn.

(1) Top 400 European asset management leaders – IPE
Including 65% of Nextra’s assets under management
(2) Open-end mutual funds marketed in France - source: Europerformance
(3) Source: Assogestioni