SANPAOLO IMI BANK IRELAND PLC per cent. Guaranteed Notes due 2011 guaranteed by SANPAOLO IMI S.p.A.

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1 PROSPECTUS SANPAOLO IMI BANK IRELAND PLC (incorporated with limited liability under the laws of Ireland) 570,000, per cent. Guaranteed Notes due 2011 guaranteed by SANPAOLO IMI S.p.A. (incorporated with limited liability under the laws of Italy) Exchangeable for Ordinary Shares of TREVI-Finanziaria Industriale S.p.A. ISSUE PRICE: 100% Global Coordinator Banca IMI Banca IMI Joint Lead Managers and Joint Bookrunners Société Générale Corporate & Investment Banking An investment in the Notes involves risk. See Risk Factors beginning on page November 2006

2 The issue price of the 470,000, per cent. Guaranteed Exchangeable Notes due 2011 (the Notes ) of Sanpaolo IMI Bank Ireland plc (the Issuer ) is 100 per cent. of their principal amount. The Notes will be unconditionally and irrevocably guaranteed by Sanpaolo IMI S.p.A. (the Guarantor ) and are initially exchangeable for ordinary shares of par value (the Trevi Shares ) of TREVI-Finanziaria Industriale S.p.A. ( Trevi ). Unless previously redeemed, exchanged or purchased and cancelled, subject to the Issuer s ability to redeem by share settlement (see Terms and Conditions of the Notes Redemption and Purchase Redemption by Share Settlement ), the Notes will be redeemed by the Issuer on 30 November 2011 (the Maturity Date ) at their principal amount. The Issuer may redeem the Notes, subject to the Issuer s ability to redeem by share settlement, in whole, but not in part, at their principal amount together with accrued interest to such date (a) at any time on or after 15 days after the third anniversary of the Issue Date (as defined herein), provided that the Cash Value (as defined herein) of the Exchange Property (as defined herein) on each of not less than 20 Trading Days (as defined herein) in any period of 30 consecutive Trading Days shall have exceeded 125 per cent. of the aggregate principal amount of the Notes outstanding on such Trading Day; or (b) at any time if less than 15 per cent. in principal amount of the Notes originally issued remain outstanding. In lieu of its obligation to redeem outstanding Notes for cash upon any redemption, the Issuer may, at its option, redeem each such Note by delivering or procuring delivery of, on the date fixed for redemption, (A) a Pro Rata Share (as defined herein) of the Exchange Property plus (B) an amount in cash, if any, equal to the amount by which the principal amount of such Note to be redeemed exceeds the Cash Value of the relevant Pro Rata Share of the Exchange Property determined as of the third Trading Day immediately preceding the date fixed for redemption, together with accrued interest, if any, to the date of redemption. Unless previously redeemed or otherwise purchased by the Issuer, each Note will, at the option of the holders of the Notes (each, a Noteholder ), be exchangeable (the Exchange Right ) at any time during an exchange period from and including 10 January 2007 to and including 16 November 2011, which is the tenth Business Day prior to the Maturity Date, into a Pro Rata Share of the Exchange Property, which will initially be deemed to comprise 6,194, Trevi Shares with a nominal value of each, subject to the right of the Issuer to redeem all or some of the Notes for the Cash Value of the relevant Noteholder s Pro Rata Share of the Exchange Property, as described under Terms and Conditions of the Notes Cash Alternative Election Issuer s Election or to redeem all or some of the Notes for Relevant Securities at the initial exchange ratio and an amount equal to the Cash Value of all adjustments made to the Exchange Property, as described under Terms and Conditions of the Notes Cash Alternative Election Adjustment Cash Option herein. Initially the holder of each 4100,000 in principal amount of Notes will, upon exchange, be entitled to receive 8, Trevi Shares. The Exchange Property is subject to adjustment in certain events. The Notes will bear interest from 30 November 2006 at the rate of 1.50 per cent. per annum payable annually in arrear on 30 November each year commencing on 30 November Payments on the Notes will be made in Euro without deduction for or on account of taxes imposed or levied by Ireland or Italy to the extent described under Terms and Conditions of the Notes Taxation. The Trevi Shares are listed and traded on a regular basis on the Mercato Telematico Azionario organised by Borsa Italiana S.p.A. (the Italian Stock Exchange ). On 23 November 2006, the official price (Prezzo Ufficiale) of the Trevi Shares on the Italian Stock Exchange was per share. An investment in Notes involves certain risks. For a discussion of these risks, see Risk Factors on page 12. Application has been made to the Irish Financial Services Regulatory Authority as competent authority under Directive 2003/71/EC (the Prospectus Directive ) for this Prospectus to be approved. Such approval relates only to the Notes which are to be admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purposes of Directive 93/22/EEC or which are to be offered to the public in any Member State of the European Economic Area. Application has been made to the Irish Stock Exchange for Notes issued under this Prospectus to be admitted to the Official List and to be listed on the Regulated Market of the Irish Stock Exchange. References in the Prospectus to Irish Stock Exchange (and all related references) shall mean the Regulated Market of the Irish Stock Exchange. In addition, references in the Prospectus to the Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on and listed on the Irish Stock Exchange. The Regulated Market of the Irish Stock Exchange is a regulated market for the purposes of Directive 93/22/EEC (the Financial Instrument Markets Directive ) and each such regulated market being a FIMD Regulated Market.

3 The Notes, the guarantee given by the Guarantor in respect of the Notes (the Guarantee of the Notes ) and the Trevi Shares deliverable upon exchange of the Notes have not been, and will not be, registered under the United States Securities Act of 1933 (the Securities Act ). The Notes are being offered outside the United States by the Joint Lead Managers (as defined in Subscription and Sale ) in accordance with Regulation S under the Securities Act ( Regulation S ), and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In addition, the Notes are subject to certain United States tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to U. S. persons, except in certain transactions permitted by United States tax regulations. The Notes will be in bearer form and in the denomination of 4100,000 each. The Notes will initially be in the form of a temporary global note (the Temporary Global Note ), without interest coupons, which will be deposited on or around 30 November 2006 (the Closing Date ) with a common depositary for Euroclear Bank S.A./N.V. ( Euroclear ) and Clearstream Banking, société anonyme, Luxembourg ( Clearstream, Luxembourg ). The Temporary Global Note will be exchangeable, in whole or in part, for interests in a permanent global note (the Permanent Global Note ), without interest coupons, not earlier than 40 days after the Issue Date upon certification as to non-u.s. beneficial ownership. Interest payments in respect of the Notes cannot be collected without such certification of non-u.s. beneficial ownership. The Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Notes in definitive form in the denomination of 4100,000 each and with interest coupons attached. See Summary of Provisions Relating to the Notes in Global Form. 2

4 CONTENTS IMPORTANT NOTICES ***************************************************************** 4 FORWARD-LOOKING INFORMATION **************************************************** 6 INFORMATION INCORPORATED BY REFERENCE **************************************** 7 OVERVIEW *************************************************************************** 9 RISK FACTORS************************************************************************ 12 TERMS AND CONDITIONS OF THE NOTES ********************************************** 18 SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM***************** 45 USE OF PROCEEDS ******************************************************************** 47 DESCRIPTION OF THE ISSUER ********************************************************* 48 SUMMARY FINANCIAL INFORMATION RELATING TO THE ISSUER************************ 50 DESCRIPTION OF THE GUARANTOR**************************************************** 53 SUMMARY FINANCIAL INFORMATION RELATING TO THE GUARANTOR ****************** 66 OVERVIEW OF TREVI-FINANZIARIA INDUSTRIALE S.P.A. ******************************** 73 SUMMARY FINANCIAL INFORMATION RELATING TO TREVI-FINANZIARIA INDUSTRIALE S.p.A. **************************************************************** 78 TAXATION **************************************************************************** 84 SUBSCRIPTION AND SALE************************************************************* 92 GENERAL INFORMATION ************************************************************** 95 3

5 IMPORTANT NOTICES Unless otherwise stated herein, each of the Issuer and the Guarantor accepts responsibility for the information contained in this Prospectus and confirms and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus to the best of its knowledge is in accordance with the facts and contains no omission likely to affect its import. Information contained in this Prospectus under the heading Overview of TREVI-Finanziaria Industriale S.p.A. was derived from publicly available information published by Trevi or filed by it with the Commissione Nazionale per le Società e la Borsa ( CONSOB ) and Borsa Italiana S.p.A., including Trevi s Annual Reports for the financial years ended 31 December 2004 and 2005, Trevi s financial statements for the periods ended 30 June 2005 and 2006 and Trevi s website at Neither the Issuer nor the Guarantor accepts any responsibility for the accuracy of such information, nor have the Issuer or the Guarantor independently verified any such information. The Issuer and the Guarantor confirm that this information has been accurately reproduced herein, and so far as the Issuer and the Guarantor are aware and are able to ascertain from information available from such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading. Trevi has not participated in the preparation of this Prospectus or in establishing the terms of the Notes. Consequently there can be no assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described in the preceding paragraph or the section entitled Overview of TREVI-Finanziaria Industriale S.p.A. ) that would affect the trading price of the Trevi Shares, and therefore the value of the Notes, have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Trevi or any of its subsidiaries could affect the trading prices of the Trevi Shares deliverable upon exchange of the Notes and therefore the value of the Notes. Each of the Issuer and the Guarantor has confirmed to the Joint Lead Managers named under Subscription and Sale below (the Joint Lead Managers ) that this Prospectus contains all information regarding the Issuer, the Guarantor, the Notes and the Trevi Shares which is (in the context of the issue of the Notes) material; such information is true and accurate in all material respects and is not misleading in any material respect; any opinions, predictions or intentions expressed in this Prospectus on the part of the Issuer or (as the case may be) the Guarantor are honestly held or made and are not misleading in any material respect; this Prospectus does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in such context) not misleading in any material respect; and all reasonable enquiries have been made to ascertain and to verify the foregoing. The Prospectus comprises a prospectus for the purposes of Article 5.4 of the Prospectus Directive and the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 and for the purpose of giving information with regard to the Issuer and the Guarantor and the Notes which, according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and the Guarantor. Neither the Issuer nor the Guarantor has authorised the making or provision of any representation or information regarding the Issuer, the Guarantor, Trevi or the Notes other than as contained in this Prospectus or as approved for such purpose by the Issuer and the Guarantor. Any such representation or information should not be relied upon as having been authorised by the Issuer, the Guarantor, the Trustee or the Joint Lead Managers. The Trustee is not responsible for any information contained in this Prospectus and has not separately verified any of the information contained in this Prospectus. Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall in any circumstances create any implication that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer or the Guarantor since the date of this Prospectus. This Prospectus does not constitute an offer of, or an invitation to subscribe for or purchase, any Notes. The distribution of this Prospectus and the offering, sale and delivery of Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, the Guarantor and the Joint Lead Managers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on distribution of this Prospectus and other offering material relating to the Notes, see Subscription and Sale. 4

6 In particular, the Notes, the Guarantee of the Notes and the Trevi Shares have not been and will not be registered under the Securities Act. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons. In addition, the Notes are subject to certain United States tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to U. S. persons, except in certain transactions permitted by United States tax regulations. In addition, this Prospectus has not been submitted to the clearance procedure of CONSOB and may not be used in connection with any offering of the Notes in Italy other than to professional investors, as defined by and in accordance with applicable Italian securities laws and regulations. In this Prospectus, unless otherwise specified, references to a Member State are references to a Member State of the European Economic Area, references to 5, EUR or euro are to the single currency introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended. References to billions are to thousands of millions. Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them. 5

7 FORWARD-LOOKING INFORMATION This Prospectus contains and/or incorporates by reference forward-looking statements about the Guarantor and its subsidiaries (together the Group ) that are based on the Group s beliefs and assumptions, and forward-looking statements about Trevi made in Trevi s publicly available reports. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words believes, expects, may, plans, intends, anticipates, estimates, predicts, potential, continues, is expected to, will, will continue, should, would, seeks or similar expressions, or the corresponding negative expression or other variations of such expressions or comparable terminology. These forward-looking statements are subject to numerous risks and uncertainties. The forward-looking statements contained and/or incorporated by reference in this Prospectus relating to the Group include, without limitation, certain statements in the sections entitled Risk Factors, Description of the Issuer and Description of the Guarantor. Important factors that could cause actual results to differ materially from the results anticipated in such forward-looking statements include, among other things: ) general economic and political conditions in each of the Group s markets; ) the many interrelated factors that affect consumer confidence and demand for banking and financial-related products; ) economic factors affecting the financial industry, including interest rates and exchange rates; ) legal, regulatory and governmental developments, particularly those relating to financial, tax and accounting issues; ) actions of competitors in the various industries and markets in which the Group operates; and ) business difficulties, which may arise from labour stoppages or slowdowns, political or civil unrest, military or terrorist action and other risks and uncertainties. Any Trevi filing with CONSOB and/or Borsa Italiana may also include forward-looking statements. In addition, other written or oral statements which constitute forward-looking statements have been made and may in the future be made by or on behalf of Trevi, including statements concerning: its future operating and financial performance and/or its share of new and existing markets, regulatory matters and general industry and economic trends. Actual results may differ materially from the results projected in such forward-looking statements due to numerous factors including: ) changes in general economic and political conditions in the major markets in which Trevi operates; ) changes in interest rates and currency exchange rates; ) labour strikes, work stoppages or other interruptions to or difficulties in employment or labour in the major markets where Trevi operates; ) actions of competitors in the various industries and markets in which Trevi operates; and ) legal, regulatory and governmental developments, particularly those relating to financial, tax and accounting issues. The Group disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 6

8 INFORMATION INCORPORATED BY REFERENCE The following documents are incorporated in, and form part of, this Prospectus: (1) the audited consolidated annual financial statements of the Issuer as at and for the years ended 31 December 2004 and 2005; (2) the audited consolidated annual financial statements of the Guarantor as at and for the years ended 31 December 2004 and 2005; (3) the unaudited consolidated interim financial statements of the Guarantor as at and for the six months ended 30 June 2005 and 2006; and (4) the translation into English of the informational document entitled Merger by incorporation of Sanpaolo IMI S.p.A. with and into Banca Intesa S.p.A. prepared by the Guarantor and Banca Intesa S.p.A. pursuant to Article 70, Paragraph 4, of the CONSOB regulation approved by resolution of 14 May 1999 and filed with CONSOB on 17 November 2006, and in the case of the documents listed at (1), (2) and (3) above together with the accompanying notes and auditor s reports where relevant. The Issuer and the Guarantor will provide, without charge to each person to whom a copy of this Prospectus has been delivered, upon the request of such person, a copy of any or all the documents deemed to be incorporated by reference herein. Request for such documents should be directed to the Issuer or the Guarantor at their respective offices set out at the end of this Prospectus. In addition, such documents will be available, without charge, at the principal office of the Principal Paying and Exchange Agent in Luxembourg. The consolidated annual financial statements of the Issuer as at and for the year ended 31 December 2004 were audited by PricewaterhouseCoopers and prepared in accordance with the Irish Company Act 1963 to 2003 and accounting principles in Ireland ( Irish GAAP ). The consolidated annual financial statements of the Issuer as at and for the year ended 31 December 2005 were audited by PricewaterhouseCoopers and have been prepared in accordance with International Financial Reporting Standards, as adopted by the European Union under Regulation (EC) 1606/1992 and related transitional regulations ( IFRS ). The consolidated annual financial statements of the Guarantor as at and for the year ended 31 December 2004 were audited by PricewaterhouseCoopers S.p.A. and prepared in accordance with accounting principles generally accepted in Italy (collectively, Italian GAAP ). The consolidated annual financial statements of the Guarantor as at and for the year ended 31 December 2005 were audited by PricewaterhouseCoopers S.p.A. and have been prepared in accordance with IFRS. The consolidated interim financial statements of the Guarantor as at and for the six months ended 30 June 2005 and 2006 were subject to a limited review by PricewaterhouseCoopers S.p.A. and have been prepared in accordance with IFRS. The audit and limited review reports of PricewaterhouseCoopers and PricewaterhouseCoopers S.p.A. described above in respect of the above financial statements are included in such financial statements incorporated by reference herein. Cross reference list The following table shows where the information required under Annex IX of Commission Regulation (EC) No. 809/2004 can be found in the above-mentioned documents. Sanpaolo IMI Bank Ireland plc - consolidated annual financial statements for the year ended 31 December Balance sheet ************************************************************* page 14 page 18 Statement of income ******************************************************** page 13 page 16 Accounting policies and explanatory notes ************************************** page 21 page 14 Auditors reports *********************************************************** page 11 page 12 7

9 Sanpaolo IMI S.p.A. - consolidated annual financial statements for the year ended 31 December Balance sheet******************************************************* page 86 page 126 Statement of income ************************************************* page 88 page 128 Accounting policies and explanatory notes ******************************* page 93 pages 134, 129 Auditors reports **************************************************** page 307 page 122 Sanpaolo IMI S.p.A. - unaudited consolidated interim financial statements for the six months ended 30 June Balance sheet ************************************************** page 82 page 82 Statement of income********************************************* page 84 page 84 Accounting policies and explanatory notes*************************** pages 89, 91, 92 pages 89, 87 Auditors limited review reports *********************************** page 135 page 151 Any information not listed in the cross-reference list, but included in the documents incorporated by reference, is given for information purposes only. 8

10 OVERVIEW This overview must be read as an introduction to this Prospectus and any decision to invest in the Notes should be based on a consideration of the Prospectus as a whole, including the documents incorporated by reference. Words and expressions defined in the Terms and Conditions of the Notes below or elsewhere in this Prospectus have the same meanings in this summary. Issuer: Guarantor: Joint Lead Managers: Trustee: Principal Paying and Exchange Agent: Sanpaolo IMI Bank Ireland plc Sanpaolo IMI S.p.A. Banca IMI S.p.A. Société Générale Corporate and Investment Banking BNP Paribas Trust Corporation UK Limited BNP Paribas Securities Services, Luxembourg Branch Notes: 470,000, per cent. Guaranteed Exchangeable Notes due Underlying Shares: Issue Price: Fully paid ordinary shares of TREVI-Finanziaria Industriale S.p.A. with a nominal value of each ( Trevi Shares ). 100 per cent. of the principal amount of the Notes. Issue Date: Expected to be on or about 30 November Interest: Guarantee of the Notes: Status of the Notes and the Guarantee: The Notes will bear interest from 30 November 2006 at a rate of 1.50 per cent. per annum payable annually in arrear on 30 November in each year commencing on 30 November The Guarantor will unconditionally and irrevocably guarantee the due and punctual payment of all sums from time to time payable by the Issuer in respect of the Notes, the Coupons, the Trust Deed and the Terms and Conditions of the Notes (the Conditions ) and the due and punctual performance of the Issuer s obligations as further set out in Condition 4(b). The Notes will constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer which will at all times rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer, from time to time outstanding. The guarantee will constitute direct, unconditional, unsubordinated and unsecured obligations of the Guarantor and (save for certain obligations required to be preferred by law) rank pari passu and equally with all other unsecured obligations (other than subordinated obligations, if any) of the Guarantor, from time to time outstanding. Form and Denomination: The Notes will be issued in bearer form in the denomination of 4100,000. The Notes will initially be in the form of a Temporary Global Note, without interest coupons, which will be deposited on or around 30 November 2006 (the Closing Date ) with a common depositary for Euroclear and Clearstream, Luxembourg. The Temporary Global Note will be exchangeable, in whole or in part, for interests in a Permanent Global Note, without interest coupons, not earlier than 40 days after the Closing Date upon certification as to non-u.s. beneficial ownership. Interest payments in respect of the Notes cannot be collected without such certification of non- U.S. beneficial ownership. The Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Notes in definitive form in the denomination of 4100,000 each and with interest coupons attached. See Summary of Provisions Relating to the Notes in Global Form. 9

11 Events of Default Exchange Right: Exchange Period: Cash Option upon Exercise of the Exchange Right: Adjustments to the Exchange Property: Adjustment Cash Option upon Exercise of the Exchange Right: Capital Distributions: Change of Control Event: Final Redemption: The Terms and Conditions of the Notes contain certain events of default. The Trustee, at its discretion may and, if so requested in writing by the holders of at least one quarter of the aggregate principal amount of the outstanding Notes or if so directed by an Extraordinary Resolution, shall (subject to the Trustee having been indemnified and/or secured to its satisfaction), give written notice to the Issuer and the Guarantor that the Notes are, and they shall accordingly forthwith become, immediately due and payable at their principal amount plus accrued interest. Subject as set out in the Conditions, the Noteholders have the right to exchange their Notes for a Pro Rata Share of the Exchange Property at any time during the Exchange Period. The Exchange Right attaching to any Note may be exercised by the holder thereof at any time from and including 10 January 2007, up to and including the earlier of the close of business on the date which is ten Business Days prior to the Maturity Date or, if the Notes have been called for early redemption, the close of business on the day which is twelve Trading Days prior to the date fixed for redemption thereof. The Issuer shall be entitled upon the delivery of an Exchange Notice to redeem all or some of the Notes the subject of an Exchange Notice for the Cash Value of the relevant Pro Rata Share of the Exchange Property, provided that the Issuer gives notice as required by the Conditions. The Exchange Property is subject to adjustment upon the occurrence of the events described in Conditions (Adjustments to the Exchange Property). If the date of a Change in Exchange Property Notice falls before the date of an Exchange Notice in respect of any Note, the Issuer shall be entitled upon the delivery of an Exchange Notice to redeem all or some only of the Notes the subject of an Exchange Notice for Relevant Securities at the initial exchange ratio plus an amount equal to the Cash Value of all adjustments made to the Exchange Property, provided that the Issuer gives notice as required by the Conditions. If any Capital Distribution has been made in respect of the Relevant Securities and the Record Date for such Capital Distribution falls at any time after the Issue Date but before the Exchange Date in respect of any Note in respect of which the Exchange Right has been exercised, no adjustment shall be made to the Exchange Property but the Capital Distribution Amount shall be paid in cash to the relevant Noteholder upon the exercise of Exchange Rights. If the Issuer or the Guarantor gives a Change of Control Event Notice (as defined in the Conditions), then the Issuer shall: (i) at the option of any Noteholder within 30 Business Days following the date of publication of the relevant Change of Control Event Notice, redeem such Note at its principal amount together with interest accrued to such date of redemption; or (ii) upon exercise of its Exchange Rights by any Noteholder within 30 Business Days following the date of publication of the relevant Change of Control Event Notice, (x) exchange such Note for a Pro Rata Share of the Exchange Property, and (y) pay an amount equal to the Premium Compensation Amount. Unless previously redeemed, exchanged or purchased and cancelled, the Notes will be redeemed, subject to the Issuer s ability to redeem by share settlement, at their principal amount on 30 November 2011, see Terms and Conditions of the Notes Redemption and Purchase. 10

12 Early Redemption at the Option of the Issuer: The Issuer may redeem the Notes, in whole, but not in part, at their principal amount together with accrued interest to such date: (a) (b) at any time on or after 15 days after the third anniversary of the Issue Date, provided that the Cash Value of the Exchange Property on each of not less than 20 Trading Days in any period of 30 consecutive Trading Days shall have exceeded 125 per cent. of the aggregate principal amount of the Notes outstanding on such Trading Day; or at any time if less than 15 per cent. in principal amount of the Notes originally issued remain outstanding. Share Settlement Option: Issuer and Guarantor not required to pay Additional Amounts: Governing Law: Listing and Trading: Clearing Systems: ISIN: In lieu of its obligation to redeem outstanding Notes for cash upon any redemption, the Issuer may, at its option, redeem each such Note by delivering or procuring delivery of, on the date fixed for redemption, (A) a Pro Rata Share of the Exchange Property plus (B) an amount in cash (the Cash Adjustment Amount ), if any, equal to the amount by which the principal amount of such Note to be redeemed exceeds the Cash Value of the relevant Pro Rata Share of the Exchange Property determined as of the third Trading Day immediately preceding the date fixed for redemption, together with accrued interest, if any, to the date of redemption. All payments in respect of Notes will be made free and clear of withholding taxes of Ireland or Italy, as the case may be, unless the withholding is required by law. In that event, the appropriate withholding or deduction shall be made and neither the Issuer nor the Guarantor shall pay any additional amounts to Noteholders or Couponholders to compensate for such withholding or deduction. The Notes, the Trust Deed, the Agency Agreement and the Subscription Agreement will be governed by English law. Application has been made to the Irish Financial Services Regulatory Authority, as competent authority under the Prospectus Directive, for this Prospectus to be approved. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on its regulated market. Euroclear and Clearstream, Luxembourg. XS Common Code: Selling Restrictions: Risk Factors: See Subscription and Sale. Investing in the Notes involves risks. See Risk Factors. 11

13 RISK FACTORS Prospective investors should read the entire Prospectus and reach their own views prior to making investment decisions, as these factors cannot be deemed complete. Words and expressions defined in the Terms and Conditions of the Notes below or elsewhere in this Prospectus have the same meanings in this section. Investing in the Notes involves certain risks. Prospective investors should consider, among other things, the following: Factors that may affect the Issuer s ability to fulfil its obligations under the Notes Risks relating to the Issuer, the Guarantor and the Group The Group s financial results may be affected by events which are difficult to anticipate. The Group s earnings and business are affected by general economic conditions, the performance of financial markets, interest rate levels, currency exchange rates, changes in laws and regulation, changes in the policies of central banks, particularly the Bank of Italy and the European Central Bank, and competitive factors, in each case on a regional, national or international level. Each of these factors can change the level of demand for the Group s products and services, the credit quality of borrowers and counterparties, the interest rate margin of the Group between lending and borrowing costs and the value of the Group s investment and trading portfolios. The Group s financial results are affected by changes in interest rates. The Group s results of operations are dependent to a significant extent on the level of net interest income, which is the difference between interest income from interest-earning assets and interest expense on interest-bearing liabilities. Changes in interest rates could affect the spread between interest rates charged on interest-earning assets and interest rates paid on interest-bearing liabilities. Interest rates are sensitive to many factors beyond the Group s control, such as monetary policies pursued by central banks and national governments, the liberalisation of financial services and increased competition in the markets in which the Group operates, domestic and international economic and political conditions, and other factors. The Group is subject to operational risk. The Group, like all financial institutions, is exposed to many types of operational risk, including the risk of fraud or other misconduct by employees or outsiders, unauthorized transactions by employees or operational errors, including clerical or record-keeping errors or errors resulting from faulty computer or telecommunications systems. The Group may also be subject to disruptions of its operating systems, arising from events that are wholly or partially beyond the Group s control (including, for example, failure on the part of external vendors to fulfil contractual obligations, computer viruses or electrical or telecommunication outages), which may give rise to losses in service to customers and to loss or liability to the Group. Given the Group s high volume of transactions, certain errors may be repeated or compounded before they are discovered and successfully rectified. In addition, the Group s dependence upon automated systems to record and process its transactions may further increase the risk that technical system flaws or employee tampering or manipulation of those systems will result in losses that are difficult to detect. The Group s risk management policies, procedures and methods may leave the Group exposed to unidentified or unanticipated risks, which could lead to material losses. The Group has devoted significant resources to developing its risk management policies, procedures and assessment methods and intends to continue to do so in the future. Nonetheless, the Group s risk management techniques and strategies may not be fully effective in mitigating the Group s risk exposure in all economic market environments or against all types of risk, including risks that the Group may fail to identify or anticipate. Some of the Group s qualitative tools and metrics for managing risk are based upon the Group s use of observed historical market behaviour. Market declines and volatility can materially adversely affect revenues and profits. Conditions in the financial markets in Italy and elsewhere materially affect the Group s businesses. Market declines and increased volatility can adversely affect the credit quality of the Group s assets and could increase the risk that a greater number of the Group s customers would default on their loans or other obligations. An overall market downturn or increased volatility in market conditions can adversely affect the Group s business, results of operations and financial condition. 12

14 Protracted market declines can reduce liquidity in the markets, making it harder to sell assets and leading to material losses. In some of the Group s businesses, protracted adverse market movements, particularly asset price declines, can reduce the level of activity in the market or reduce market liquidity. These developments can lead to material losses if the Group cannot close out deteriorating positions in a timely way. This may especially be the case for assets of the Group for which there are not very liquid markets to begin with. Assets that are not traded on stock exchanges or other public trading markets, such as derivatives contracts between banks, may have values that the Group calculates using models other than publicly quoted prices. Monitoring the deterioration of prices of assets like these is difficult and failure to do so effectively could lead to losses that the Group did not anticipate or that were higher than those anticipated. This in turn could adversely affect the Group s results of operations and financial condition. The Group s investment banking revenues may decline in adverse market or economic conditions. The Group s investment banking revenues, in the form of financial advisory and underwriting fees, directly relate to the number and size of the transactions in which the Group participates and are susceptible to adverse effects from sustained market downturns. These fees and other revenues are generally linked to the value of the underlying assets and therefore decline as asset values decline. In particular, the Group s revenues and profitability could sustain material adverse effects from a significant reduction in the number or size of debt and equity offerings and merger and acquisition transactions. The Group may generate lower revenues from brokerage, asset management and other commission-and fee-based businesses. Market downturns may lead to declines in the volume of transactions that the Group executes for its customers and, therefore, to declines in the Group s non-interest revenues. In addition, because the fees that the Group charges for managing its clients portfolios are in many cases based on the value or performance of those portfolios, a market downturn that reduces the value of the Group s clients portfolios or increases the amount of withdrawals would reduce the revenues the Group receives from its asset management and custody businesses, among others. Even in the absence of a market downturn, below-market performance by the Group s mutual funds may result in increased withdrawals and reduced inflows, which would reduce the revenues the Group receives from its asset management business. Intense competition, especially in the Italian market, where the Group has the largest single concentration of its businesses, could materially affect the Group s revenues and profitability. Competition is intense in all of the Group s primary business areas in Italy and the other countries in which the Group conducts its business, including other European countries and the United States. Downturns in the Italian economy could add to the competitive pressure, through, for example, increased price pressure and lower business volumes for the Guarantor and its competitors to try to capture. In addition, as a result of technological advances, the growth of e-commerce and the progressive liberalisation of financial services in the European Union, there is increased competition for certain products and services from non-bank competitors, such as mutual funds, pension funds and insurance companies. If the Group is unable to continue to respond to the competitive environment in Italy with attractive product and service offerings that are profitable for the Group, the Group may lose market share in important areas of its business or incur losses on some or all of its activities. Changes in the Italian and European regulatory framework could adversely affect the Group s business. The Group is subject to extensive regulation and supervision by the Bank of Italy, CONSOB, the European Central Bank and the European System of Central Banks. The banking laws to which the Group is subject govern the activities in which banks and foundations may engage and are designed to maintain the safety and soundness of banks, and limit their exposure to risk. In addition, the Group must comply with financial services laws that govern its marketing and selling practices. Any changes in how such regulations are applied or the implementation of the new Basel Capital accord on capital requirements for financial institutions, may have a material effect on the Group s business and operations. As some of the banking laws and regulations affecting the Group have been recently adopted, the manner in which those laws and related regulations are applied to the operations of financial institutions is still evolving. No assurance can be given that laws and regulations will be adopted, enforced or interpreted in a manner what will not have an adverse effect on the business, financial condition, cash flows and results of operations of the Group. 13

15 Changes from Italian GAAP to IFRS may make comparison with the Issuer s and the Guarantor s current audited consolidated financial statements extremely difficult. Pursuant to European Community Regulation EC 1606/2002, all companies listed on stock exchanges in the European Union, including the Guarantor, are required to prepare their financial statements in accordance with international financial reporting standards ( IFRS ), beginning with the accounts for the financial year ended 31 December This may make any comparison with the Guarantor s financial statements as at and for the year ended 31 December 2004 extremely difficult. There are Risks Associated with the Proposed Merger with the Banca Intesa Group. On 12 October 2006, the Board of Directors of the Guarantor approved a proposed merger with Banca Intesa S.p.A. (the Merger ). The terms of the Merger envisage an exchange in the ratio of ordinary or preferred shares of Banca Intesa S.p.A. for each Sanpaolo IMI S.p.A. ordinary share. The provisional timetable for the Merger, which is subject to necessary authorisations, envisages the approval of the shareholders of the Guarantor at an Extraordinary Shareholders Meeting convened for 30 November 2006 (first call) or 1 December 2006 (second call) and the subsequent act of registration of the merged entity. Banca Intesa S.p.A. and its consolidated subsidiaries (the Banca Intesa Group ) are a leading banking group in Italy, with substantial operations in most Italian regions. The proposed Merger requires the integration and combination of different management, strategies, procedures, products and services, client bases and distribution networks with the aim of streamlining the business structure and operations of the newly enlarged group. Failure to so integrate or assimilate the two groups, or the need for significant further investment in order to do so, could have a material adverse effect on the new group s business and results of operations. Risks Relating To The Notes Trevi has no obligations with respect to the Notes. Trevi is not involved in the offering of the Notes and does not have any obligation to take consideration of, or act in accordance with, the interests of the Noteholders for any reason. In particular, Trevi has no obligation with respect to the Notes or the amounts to be paid to the Noteholders. Accordingly, a Noteholder can look only to the Issuer and the Guarantor for all payments to be made under the Notes, and will have no recourse to Trevi. The value of the Trevi Shares or alternative Exchange Property may decline. The exchangeability of the Notes for the Exchange Property implies certain risks. For example, the value of the Exchange Property in the future may be substantially lower than when the Notes were initially purchased. In addition, the value of the Exchange Property to be delivered may vary substantially between the date on which Exchange Rights are exercised and the date on which such Exchange Property is delivered. See Terms and Conditions of the Notes Exchange. There may be future issues or sales of Trevi Shares. Future issues or sales of Trevi Shares, or the availability of Trevi Shares for future issue or sale, could adversely affect the prevailing market prices of the Trevi Shares and therefore the market value of the Notes. Sales of substantial numbers of Trevi Shares in the public market, or a perception in the market that such sales could occur, could adversely affect the prevailing market prices of the Trevi Shares and the Notes. Noteholders have no shareholder rights before exchange. Noteholders will not be the holders of the Trevi Shares prior to the exchange of their Notes. Therefore, Noteholders will not have any voting rights, any rights to receive dividends or other distributions or any other rights with respect to the Trevi Shares until such time as the Notes are exchanged for such Trevi Shares and they become registered as the holders thereof. There are costs associated with the exercise of exchange rights. A Noteholder who wishes to exercise the right to exchange Notes for Trevi Shares must pay certain capital, stamp, issue, registration, documentary, transfer and other similar taxes or duties (including penalties) arising on exchange, as more fully described herein under Condition 11 (Procedure for Exchange) of the Terms and Conditions of the Notes. 14

16 Forward-looking statements may prove inaccurate. This Prospectus may contain and/or incorporate by reference forward-looking statements about the Group, including forward-looking statements concerning future performance, costs, revenues and growth of the Issuer and the Guarantor, and industry and customer growth, that are based on the Group s beliefs and assumptions, and forward-looking statements about Trevi made in Trevi s publicly available reports and other information. In addition, other written or oral statements which constitute forward-looking statements have been made and may in the future be made by or on behalf of Trevi, including statements concerning: its future operating and financial performance and/or its share of new and existing markets, regulatory matters and general industry and economic trends. These statements may generally, but not always, be identified by the use of words such as anticipates, should, expects or believes. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Actual results may differ materially from the results projected in such forward-looking statements due to numerous factors. These factors are set out in the section of this Prospectus entitled Forward-Looking Information. The Group disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Because the Global Notes are held by or on behalf of Euroclear and Clearstream, Luxembourg, investors will have to rely on their procedures for transfer, payment and communication with the Issuer and/or the Guarantor. The Notes will be represented by the Global Notes except in certain limited circumstances described in the Permanent Global Note. The Global Notes will be deposited with a common depositary for Euroclear and Clearstream, Luxembourg. Except in certain limited circumstances described in the Permanent Global Note, investors will not be entitled to receive definitive Notes. Euroclear and Clearstream, Luxembourg will maintain records of the beneficial interests in the Global Notes. While the Notes are represented by the Global Notes, investors will be able to trade their beneficial interests only through Euroclear and Clearstream, Luxembourg. The Issuer and the Guarantor will discharge their payment obligations under the Notes by making payments to the common depositary for Euroclear and Clearstream, Luxembourg for distribution to their account holders. A holder of a beneficial interest in a Global Note must rely on the procedures of Euroclear and Clearstream, Luxembourg to receive payments under the Notes. The Issuer and the Guarantor have no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the Global Notes. Holders of beneficial interests in the Global Notes will not have a direct right to vote in respect of the Notes. Instead, such holders will be permitted to act only to the extent that they are enabled by Euroclear and Clearstream, Luxembourg to appoint appropriate proxies. Similarly, holders of beneficial interests in the Global Notes will not have a direct right under the Global Notes to take enforcement action against the Issuer or the Guarantor in the event of a default under the Notes but will have to rely upon their rights under the Trust Deed. There is no active trading market for the Notes. The Notes are new securities which may not be widely distributed and for which there is currently no active trading market. If the Notes are traded after their initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market for similar securities, general economic conditions and the financial condition of the Issuer and the Guarantor and changes in the market price of the Trevi Shares. Although application has been made for the Notes to be admitted to listing on the official list and trading on the Irish Stock Exchange s regulated market, there is no assurance that such application will be accepted or that an active trading market will develop. Accordingly, there is no assurance as to the development or liquidity of any trading market for the Notes. Notes may not be a suitable investment for all investors Each holder of the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) (ii) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Prospectus; have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact such investment will have on its overall investment portfolio; 15

17 (iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, whether the currency for principal or interest payments is different from the currency in which such investor s financial activities are principally denominated; (iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and (v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. The Notes are complex financial instruments and such Notes may be purchased as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to overall portfolios. Withholding Tax In the event that any withholding tax is imposed on payments of interests on the Notes, the Noteholders will not be entitled to receive grossed-up amounts to compensate for such withholding or deduction. EU Savings Directive If, following the implementation of European Council Directive 2003/48/EC, a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of or in respect of tax were to be withheld from that payment, neither the Issuer nor the Guarantor nor any Paying and Exchange Agent nor any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. Change of law The conditions of the Notes are governed by English law in effect as at the date of this Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of this Prospectus. Risk factors related to the market generally The secondary market generally The market for the Notes may not be liquid. Therefore, holders of the Notes may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. The Notes may be especially sensitive to interest rate or market risks and are designed for specific investment objectives or strategies and have been structured to meet the investment requires of limited categories of investors. These Notes may have a more secondary market and more price volatility than conventional debt securities. Illiquidity may have a severally adverse effect on the market value of the Notes. Exchange rate risks and exchange controls The Issuer will pay principal and interest on the Notes and the Guarantor will make any payments under the Trust Deed. This presents certain risks relating to currency conversions if a holder s financial activities are denominated principally in a currency or currency unit (the Holder s Currency ) other than the currency of payment. These include the risk that exchange rates may significantly change (including changes due to devaluation of the currency of payment or revaluation of the Holder s Currency) and the risk that the authorities with jurisdiction over the Holder s Currency may impose or modify exchange controls. An appreciation in the value of the Holder s Currency relative to the currency of payment would decrease (i) the Holder s Currencyequivalent yield on the Notes, (ii) the Holder s Currency-equivalent value of the principal payable on the Notes and (iii) the Holder s Currency-equivalent market value of the Notes. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, holders may receive less interest than expected or no interest or principal. 16

18 Legal risk factors The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each holder should consul its legal advisers to determine whether and to what extent (i) Notes are legal investments for it; (ii) Notes can be used as collateral for various types of borrowing; and (iii) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consul their legal advisers or the appropriate regulators to determine the appropriate treatment of the Notes under any applicable risk-based capital or similar rules. 17

19 TERMS AND CONDITIONS OF THE NOTES The following, subject to completion and amendment, are the terms and conditions of the Notes substantially as they will appear in the trust deed constituting the Notes. For ease of reference these terms and conditions are divided into sections dealing with: the definitions used in these terms and conditions (Conditions 1-2); the debt security (Conditions 3-9); the equity option (Conditions 10-14); adjustments to the exchange property (Conditions 15-23); covenants relating to the equity option (Conditions 24-26); and miscellaneous provisions (Conditions 27-35). This paragraph, and any other paragraphs appearing in italics in these terms and conditions, do not form part of these terms and conditions. 1. Introduction INTRODUCTION AND DEFINITIONS (a) The Notes: The expression the Notes refers to the 470,000, per cent. Guaranteed Exchangeable Notes due 2011 of Sanpaolo IMI Bank Ireland plc (the Issuer ) guaranteed by Sanpaolo IMI S.p.A. (the Guarantor ) initially exchangeable for ordinary shares in TREVI-Finanziaria Industriale S.p.A. ( Trevi ). (b) Trust Deed: The Notes are subject to, and have the benefit of, a trust deed dated 30 November 2006 (as amended or supplemented from time to time, the Trust Deed ) between the Issuer, the Guarantor and BNP Paribas Trust Corporation UK Limited as trustee (the Trustee, which expression includes all persons for the time being the trustee or trustees appointed under the Trust Deed). (c) Agency Agreement: The Notes are also the subject of a paying and exchange agency agreement dated 30 November 2006 (as amended or supplemented from time to time, the Agency Agreement ) between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as principal paying and exchange agent (the Principal Paying and Exchange Agent, which expression includes any successor principal paying and exchange agent appointed from time to time in connection with the Notes), the paying and exchange agents named therein (together with the Principal Paying and Exchange Agent, the Paying and Exchange Agents, which expression includes any successor or additional paying and exchange agents appointed from time to time in connection with the Notes) and the Trustee. (d) Summaries: Certain provisions of these Conditions are summaries of the Trust Deed and the Agency Agreement and are subject to their detailed provisions. The holders of the Notes (the Noteholders ) and the holders of the related interest coupons (the Couponholders and the Coupons, respectively) are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and the Agency Agreement applicable to them. Copies of the Trust Deed and the Agency Agreement are available for inspection by Noteholders on reasonable notice during normal business hours at the registered office for the time being of the Trustee, being at the date hereof 55 Moorgate London EC2R 6PA and at the Specified Offices of each of the Paying and Exchange Agents, the initial Specified Offices of which are set out below. 2. Interpretation (a) Definitions: In these Conditions the following expressions have the following meanings: Adjustment Cash Option Amount has the meaning given in Condition 12(c) (Cash Alternative Election Adjustment Cash Option); Adjustment Cash Option Election Date has the meaning given in Condition 12(c) (Cash Alternative Election Adjustment Cash Option); Bonus Issue means, in respect of any Trevi Shares or other Relevant Securities, any issue of such Trevi Shares or such Relevant Securities credited as fully paid to the Trevi Shareholders or the holders of such Relevant Securities (as the case may be) by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve) other than a Dividend in Shares; Business Day means a day on which commercial banks and foreign exchange markets settle payments and are open for business in Milan, Dublin and Luxembourg and which is a Trading Day on each Relevant Exchange; 18

20 Calculation Period means: (i) (ii) (iii) for the purposes of Condition 6(c) (Redemption and Purchase Redemption by share settlement), in respect of any Trading Day, the period of 30 consecutive Trading Days ending on (and including) the relevant Trading Day; for the purposes of Condition 12(a) (Cash Alternative Election Issuer s Election), in respect of any Trading Day, the period of 10 consecutive Trading Days beginning on (and including) the relevant Trading Day; and for the purposes of Condition 12(c) (Cash Alternative Election Adjustment Cash Option), in respect of any Trading Day, the period of 3 consecutive Trading Days beginning on (and including) the relevant Trading Day. Capital Distribution means: (i) in relation to Trevi Shares, a Dividend: (A) (B) (C) expressed by Trevi or declared by the board of directors of Trevi to be a distribution of reserves and the amount of such Capital Distribution will be the Fair Market Value of the entire amount of the relevant Dividend (provided that in the case of a Dividend paid partly from reserves, only such portion as is paid from reserves shall be calculated for the purposes of this sub-paragraph (A)); or expressed by Trevi or declared by the board of directors of Trevi to be a capital distribution, extraordinary dividend, extraordinary distribution, special dividend, special distribution or any analogous or similar term and the amount of such Capital Distribution will be the Fair Market Value of the entire amount of the relevant Dividend; or which causes the Yield Threshold to be exceeded and the amount of such Capital Distribution will be the amount (if any) by which the Fair Market Value of the relevant Dividend causes the Yield Threshold to be exceeded. In making any such calculation, a Dividend will cause the Yield Threshold to be exceeded if (and only if) the aggregate of the Fair Market Value (on a per share basis) of: (1) the relevant Dividend; and (2) all other Dividends (excluding for this purpose any other Dividend to the extent that such other Dividend was itself a Capital Distribution) charged or provided for in the financial statements of Trevi in respect of the same Financial Year of Trevi as the relevant Dividend, exceeds two per cent. of the average Relevant Price during the period of 365 consecutive days immediately preceding the date of announcement of the relevant Dividend. For this purpose, if any relevant Financial Year is of any duration other than 12 months, the Fair Market Value of any Dividend in respect of such Financial Year shall be multiplied by a fraction of which the numerator is 12 and the denominator is the number of months in such Financial Year; and (ii) in relation to Relevant Securities other than the Trevi Shares, a Dividend: (A) (B) (C) expressed by the Relevant Company or declared by the board of directors of the Relevant Company to be a distribution of reserves and the amount of such Capital Distribution will be the Fair Market Value of the entire amount of the relevant Dividend (provided that in the case of a Dividend paid partly from reserves, only such portion as is paid from reserves shall be calculated for the purposes of this sub-paragraph (A)); or expressed by the Relevant Company or declared by the board of directors of the Relevant Company to be a capital distribution, extraordinary dividend, extraordinary distribution, special dividend, special distribution or any analogous or similar term and the amount of such Capital Distribution will be the Fair Market Value of the entire amount of the relevant Dividend; or which causes the Yield Threshold to be exceeded and the amount of such Capital Distribution will be the amount (if any) by which the Fair Market Value of the relevant Dividend causes the Yield Threshold to be exceeded. 19