2004 Integration of all of the Group's Commercial Banks, adopting the same organisational and business model and the same IT platform, is completed.

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2 The Sanpaolo IMI Group was formed in November 1998 by the merger of two prestigious private banks, each bank was a leader in Italy in its own operating reference sector. Two success stories, remarkably complementary, which shared the same powerful industrial project designed to improve the quality of services to clients and the value for Shareholders. On the one hand, Istituto Bancario San Paolo of Turin, the historical evolution of Compagnia di San Paolo founded in 1563 to provide help for the needy, became a mark of excellence as a merchant bank, with its wide range of products and its nationwide distribution network at the service of millions of clients. On the other hand, Istituto Mobiliare Italiano, founded in 1931 to support the reconstruction of the national industrial system, a prime operator in medium/long-term credit and loan services to enterprises with a remarkable vocation as an investment bank and a firmly established experience in asset management and providing financial consulting to private parties. The integration process which was completed during 1999 enabled the Group to combine Sanpaolo's distribution capacities and broad customer base with the specialised expertise of IMI. Group History

3 The more recent integration between Sanpaolo IMI and Banco di Napoli represents two entities combining into a single bank that trace their respective roots back to the same far off historical period. In fact, Banco di Napoli dates its origins back in 1539 as an institution to provide money loans at low interest rates for those in need. With the acquisition of Banco di Napoli during 2000 and the merger with Cardine Banca in 2002, the Group has significantly increased its distribution capacities and nationwide presence in the territory, extending its presence to the regions in the North-East and in the South. Presence and widespread coverage which have been achieved in other Italian regions thanks to shareholding investments and specific industrial or commercial agreements, as in the case of Cassa di Risparmio di Firenze, Cassa dei Risparmi di Forlì and the more recent investment in the share capital of Banca delle Marche. Today, Sanpaolo IMI is a major banking group, capable of being a major player in the consolidation process of the Italian financial market and to play a significant role in the European scenario which is currently emerging, also thanks to its presence on the main international markets. Group History

4 Today, Sanpaolo IMI is one of the major Italian banking groups. The Group has a strong network of more than 3,200 bank branches and operates in 34 countries throughout the world via branches and agencies. The Group has approximately 44,000 employees and a network of 4,000 financial advisers, at the service of more than 7 million retail clients, of which 400,000 are enterprises. The Group's balance sheet reports assets that total Euros 271 billion and a Shareholders' equity amounting to Euros 14,2 billion. Sanpaolo IMI has a position of excellence in risk management and has solid equity ratios: 7.5% Tier 1 ratio and 9.8% ratio referred to total capital. Sanpaolo IMI is the only Italian bank listed on both the Italian Stock Exchange and on the New York Stock Exchange and its size enables the Group to be included in the most significant European indices, including the DJ Eurostoxx 50 and the FTSE 300, while the attention paid to best practise in corporate governance and to social responsibility allows the Group to be part of the major international ethical index, the FTSE4GOOD. Furthermore, Sanpaolo IMI is the first company in Italy to have requested an independent valuation of its own corporate governance: the S&P rating agency has assigned the Bank a valuation of 7 out of 10. The Group today

5 1563 The Compagnia della Fede Cattolica is established in Turin, to then become Monte di Pietà, which issues interest free loans against pledges to the poor to provide them with an alternative to usury. 18th and 19th centuries The Monte's banking nature is enhanced and in the 19th century it becomes a true bank, authorized to apply interest The Bank changes its name to Istituto di San Paolo di Torino - Beneficenza e Credito To support the reconstruction of the national industrial system, Istituto Mobiliare Italiano (IMI) is founded as a public credit institution San Paolo becomes a public credit institution. 1950s s In the 1960's the Bank extends its network nationally. Over the next decade it launches a project for territorial expansion involving the acquisition of Italian and foreign banks. The increase in size is accompanied by the development of the range of products and services offered to customers In 1992 the Bank becomes a corporation and completes the privatisation process in Merger with IMI, the new entity is renamed in Sanpaolo IMI. The resulting multi-functional Group operates in various business sectors through dedicated companies or business units Sanpaolo IMI continues to grow nationally, acquiring Banco di Napoli (that was founded as long ago as 1539 as a charitable institution focused on helping the needy) and setting up strategic alliances with leading Italian and foreign banking institutions Integration with the Cardine Group, established through the merger of the Casse Venete and Casse Emiliano Romagnole Groups consisting of seven banks (Cassa di Risparmio di Padova e Rovigo, Cassa di Risparmio in Bologna, Cassa di Risparmio di Venezia, Cassa di Risparmio di Udine e Pordenone, Cassa di Risparmio di Gorizia, Banca Popolare dell'adriatico and Banca Agricola di Cerea), operating in northeastern Italy and along the Adriatic coast Steps are taken to ensure the integration of Banco di Napoli and the Banks of the Cardine Group. To facilitate this integration process, companies operating within the same territory are combined: Banca Agricola di Cerea is therefore taken over by Cassa di Risparmio di Padova e Rovigo, while Cassa di Risparmio di Udine e Pordenone and Cassa di Risparmio di Gorizia are merged to form Friulcassa. In July 2003 the spin off of Sanpaolo Banco di Napoli, the major bank operating in southern Italy, is completed Integration of all of the Group's Commercial Banks, adopting the same organisational and business model and the same IT platform, is completed The project for the new Insurance pole is launched and in October the strategic Plan for the three-year period is presented In January, the second phase of the development of the Savings and Pensions pole, which envisages the integration of Asset Management into Eurizon Financial Group already including the insurance company AIP and Banca Fideuram, is approved. Historical development

6 DOMESTIC MARKET SHARES 18.9% 10.1% 10.1% 10.4% 14.7% technical reserves 12%* Branches Loans Direct Deposits Assets under management Technical reserves Mutual Funds Ranking ** 1 * Including insurance agents ** Classification referred to banking groups As at 31/03/2006 Competitive Positioning

7 Financial highlights Ias compliant Total operating income Operating costs +18.5% +2.0% 1,824 2,162-1,151-1,174 MM MM Q105 Q106 Q105 Q106 Pre-tax operating profit Net profit +54.0% +55.9% MM MM Q105 Q106 Q105 Q106 Cost/Income ratio Annualised ROE -8.8 p.p p.p. % % Q105 Q106 Q105 Q106 Financial Highlights

8 BANKING ACTIVITIES Retail, corporate and private distribution networks (Sanpaolo, Sanpaolo Banco di Napoli, Banca Popolare dell Adriatico, Cassa di Risparmio in Bologna, Cassa di Risparmio di Padova e Rovigo, Cassa di Risparmio di Venezia, Friulcassa) Foreign network Wholesale Banking Specialized activities EURIZON FINANCIAL GROUP Group s business activities

9 The branches network - characterised by brands which are firmly established in the reference territories - and the multi-channel distribution are supported by a single IT and management platform, within an efficient operating model branches As at 31/07/ % 12 % - < 20% 5 % - < 12% 2 % - < 5% 1% - < 2% < 1% The branches network

10 Sanpaolo IMI is directly present in 34 countries, where it provides a broad range of banking and loan services through 13 bank branches, 19 agencies, 2 operating desks and its subsidiary Sanpaolo IMI Bank Ireland. Moreover it numbers 100 bank branches in Central-Eastern Europe owned by the foreign subsidiary banks, and the foreign network of Banca IMI. The business activities focus on favouring and supporting the globalisation of Italian enterprises and promoting/supporting investments and the business activities engaged in by foreign multinational companies on the Italian market. The Area functions coordinate the business activities for Europe and the Mediterranean, the Americas and Asia, respectively, and are based in the operating centres in London, New York and a dedicated office in Central Headquarters. Sanpaolo IMI Bank Ireland Madrid Londra Sanpaolo Bank (Lux) Amsterdam Bruxelles Parigi Barcellona Francoforte Monaco Stoccolma Varsavia Praga Vienna Zagabria Mosca Istanbul Atene Branches Agencies Sanpaolo Imi Bank Ireland E Sanpaolo Bank Lussemburgo Sanpaolo Imi worldwide: Europe

11 Branches Agencies New York Los Angeles Città del Messico Nassau Casablanca Dubai Teheran (consortile) Shanghai Bombay Bangkok Pechino Tokio Hong Kong Singapore Santiago San Paolo Buenos Aires Sanpaolo Imi worldwide: : non-european countries

12 Sanpaolo IMI Internazionale is the Group company established to manage operations on the strategic markets in Central- Eastern Europe, where high growth rates are expected in forthcoming years. The main objective is to offer services and consulting to foster the International development and the business growth of Italian clients operating in the relevant countries, by promoting cooperation among the various local counterparts. Sanpaolo IMI Bank Ireland 85,9% 98,6% 63,9% Fideuram Bank Banque Privée (Lux) Fideuram Wargny Banque Sanpaolo Sanpaolo Bank (Lux) Fideuram Bank (Suisse) Sanpaolo Bank (Suisse) Inter-Europa Bank Banka Koper Sanpaolo Imi Bank Romania 80% Foreign shareholdings

13 June 2006 Total capital Ordianry capital n azioni Compagnia di San Paolo 14,188% 6,831% Banco Santander Central Hispano 8,428% 9,934% Fondazione C.R. Padova e Rovigo Fondazione C.R. Bologna 7,025% 5,536% 3,991% 2,840% Fitch Ratings Debito a breve termine Rating F1+ Giovanni Agnelli & C. 4,964% 5,851% Debito a medio/lungo termine (Senior) AA- Assicurazioni Generali Mediobanca 2,112% 1,745% 2,490% 2,057% Moody s Debito a breve termine P-1 Morgan Stanley & Co. Int. Ltd 1,745% 2,057% Debito a medio/lungo termine (Senior) Aa3 Banca Monte dei Paschi di Siena Società Reale Mutua Ass.ni Caisse Nationale des Caisses d Epargne 1,505% 1,502% 1,498% 1,774% 1,770% 1,766% Standard & Poor s Debito a breve termine Debito a medio/lungo termine(senior) A-1+ AA- Ente C.R. Firenze 1,496% 1,763% Fondazione di Venezia 1,201% 1,416% Shareholder structure

14 Pursuant to Article 14 of the Company Bylaws, the Company is managed by a Board of Directors consisting of a number of members that vary from 7 to 20, depending on the definition established by the Shareholders' Meeting, which appoints the Chairman from among the Board Members. The Board of Directors of Sanpaolo Imi, duly appointed by the Shareholders' Meeting held on 29 th April 2004 consists of 17 Directors, listed below with the indication of the specific offices held: Chairman Enrico SALZA (*) Deputy-Chairman Orazio ROSSI (*) Managing Director Alfonso IOZZO (*) Board Members Maurizio BARRACCO Pio BUSSOLOTTO (*) Giuseppe FONTANA Ettore GOTTI TEDESCHI (*) Virgilio MARRONE Iti MIHALICH Anthony ORSATELLI Emilio OTTOLENGHI (*) Gianguido SACCHI MORSIANI (*) Alfredo SAENZ Mario SARCINELLI Leone SIBANI Alberto TAZZETTI Manuel VARELA (*) (*) Also Executive Committee members The mandate expiry date for all the Members of the Board of Directors is foreseen with the approval of the Financial Statements referred to the 2006 financial year (foreseen with the Ordinary Shareholders' Meeting to be held in 2007). Corporate Governance