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. should be the
following, on the basis of the shareholder base of Banca Intesa and Sanpaolo
IMI resulting from their respective shareholder registers and the other
information available for the two Companies:


	
  Shareholder 

  	
   

  	
  % share capital

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CREDIT
  AGRICOLE S.A.

  	
   

  	
  9.06

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  COMPAGNIA
  DI SAN PAOLO

  	
   

  	
  6.99

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Gruppo
  GENERALI (*)

  	
   

  	
  5.05

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
   FONDAZIONE CARIPLO

  	
   

  	
  4.68

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  BANCO
  SANTANDER CENTRAL HISPANO

  	
   

  	
  4.15

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Gruppo
  “LOMBARDO” (**) 

  	
   

  	
  3.67

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  FONDAZIONE
  C.R. PADOVA E ROVIGO

  	
   

  	
  3.59

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  FONDAZIONE
  C.R. IN BOLOGNA

  	
   

  	
  2.73

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  GIOVANNI
  AGNELLI E C. SpA

  	
   

  	
  2.45

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  FONDAZIONE CARIPARMA

  	
   

  	
  2.20

  	
  %

  







(*)   Assicurazioni Generali, Alleanza Assicurazioni
and other Assicurazioni Generali subsidiaries


 


(**) Banca Lombarda e Piemontese, I.O.R., Mittel
Partecipazioni Stabili S.r.l., Carlo Tassara 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 except pursuant to an applicable exemption. The Banca Intesa securities
will be made available within the United States in connection with the merger
pursuant to an exemption from the registration requirements of the Securities
Act.


The merger described herein relates to the securities of two
foreign (non-U.S.) companies and is subject to disclosure requirements of a
foreign country that are different from those of the United States.  Financial statements included in the
document, if any, have been prepared in accordance with foreign accounting
standards that may not be comparable to the financial statements of United
States companies.









 



It may be difficult for you to enforce your rights and any
claim you may have arising under U.S. federal securities laws, since Banca
Intesa and Sanpaolo IMI are located in Italy, and some or all of their officers
and directors may be residents of Italy or other foreign countries. You may not
be able to sue a foreign company or its officers or directors in a foreign
court for violations of the U.S. securities laws. It may be difficult to compel
a foreign company and its affiliates to subject themselves to a U.S. court’s
judgment.


You should be aware that Banca Intesa may purchase
securities of Sanpaolo IMI otherwise than in the merger, such as in open market
or privately negotiated purchases.


You should be aware that Sanpaolo IMI may purchase
securities of Banca Intesa otherwise than in the merger, such as in open market
or privately negotiated purchases.


FORWARD-LOOKING STATEMENTS


This
communication contains forward-looking information and statements about
Sanpaolo IMI S.p.A. and Banca Intesa S.p.A. and their combined businesses after
completion of the merger. Forward-looking statements are statements that are
not historical facts.  These statements include financial projections and
estimates and their underlying assumptions, statements regarding plans,
objectives and expectations with respect to future operations, products and
services, and statements regarding future performance.  Forward-looking
statements are generally identified by the words “expects,” “anticipates,” “believes,”
“intends,” “estimates” and similar expressions. Although the managements of
Sanpaolo IMI S.p.A. and Banca Intesa S.p.A. believe that the expectations
reflected in such forward-looking statements are reasonable, investors and
holders of Sanpaolo IMI S.p.A. and Banca Intesa S.p.A. shares are cautioned
that forward-looking information and statements are subject to various risks
and uncertainties, many of which are difficult to predict and generally beyond
the control of Sanpaolo IMI S.p.A. and Banca Intesa S.p.A., that could cause
actual results and developments to differ materially from those expressed in,
or implied or projected by, the forward-looking information and
statements.  These risks and uncertainties include those discussed or
identified in the public documents sent by Sanpaolo IMI S.p.A. and Banca Intesa
S.p.A. to CONSOB and under “Risk Factors” in the annual report on Form 20-F for
the year ended December 31, 2005 filed by Sanpaolo IMI S.p.A. with the SEC on
June 29, 2006.  Except as required by applicable law, neither Sanpaolo IMI
S.p.A. nor Banca Intesa S.p.A. undertakes any obligation to update any
forward-looking information or statements.


	
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  Relazioni Esterne

  
	
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  www.sanpaoloimi.com

  	
   

  



 



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