The Board of Directors, which met today under the chairmanship of Giovanni Bazoli, verified that the performance objectives for the exercising of the options related to year 2005 set forth in the Stock Option Plan connected to the implementation of the 2003-2005 Business Plan had been achieved.

In particular,

• the financial indicator EVA® - Economic Value Added for the Group increased to 1,752 million euro in 2005 (1,090 million net of the capital gain related to the sale of 65% of Nextra) from 681 million in 2004 restated on a consistent basis also taking into account IAS/IFRS while EVA® was negative in 2002 for over 1,100 million pre  IAS/IFRS;
• the total return on the Banca Intesa ordinary shares in year 2005 was around 27% after a return of 15% in 2004 and around 58% in 2003;
• market capitalisation increased by around 7 billion euro to 30.7 billion from 23.8 billion between the end of 2004 and the end of 2005 after the over 10 billion rise recorded between the end of 2002 and the end of 2004.

The Board of Directors, in execution of the mandate received from the Extraordinary Shareholders’ Meeting of 17th December 2002, therefore resolved upon a capital increase for a maximum amount of 16,751,479.68 euro of share capital and 49,291,076.18 euro of share premium reserve to service the Stock Option Plan through the issuing of a maximum 32,214,384 new ordinary shares with a nominal value of 0.52 euro to be assigned to the 185 managers holding the options.

Managing Director & CEO Corrado Passera and the top executives will exercise their options within the period 2nd-31st May 2006 and the resulting shares will be simultaneously traded “in blocks”. The Banca Intesa top management has made known that at least 50% of the capital gain will be simultaneously invested in Banca Intesa shares. The Managing Director & CEO has communicated that he will hold his entire capital gain invested in Banca Intesa shares.


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