Company Registered in the Official Register of
Banks
Holding Company of the Bank Group
SAN PAOLO IMI
Registered in the Official Register of Bank Groups
Head office in Torino, Piazza San Carlo No. 156
Authorized share capital EUR 5,144,064,800
entirely paid in
Tax ID, VAT member, and registration number in
the Public Register of Companies of Torino:
06210280019
ABI Code 1025-6
Member of the Interbank Deposits Protection Fund

Registered in the Public Register of Companies of
Torino on the date January 13, 2004

SECTION I
ESTABLISHMENT – HEAD OFFICE –
DURATION AND PURPOSE OF THE
COMPANY

1.1 The Company is called “SANPAOLO IMI S.p.A.” and is established as a company limited by shares.

1.2 The Company is a Bank according to the terms of Legislative Decree 385 of September 1, 1993.

2.1 The Company has its registered office in Turin and secondary offices, with permanent establishment, in Rome and Bologna.

2.2 Within the observance of the regulations in force, it may open and closes branches and representative offices in Italy and abroad.

ARTICLE 3

3.1 The life of the Company is fixed until December 31, 2100.

3.2 The extension of the life of the Company must be approved by the Extraordinary Meeting of Shareholders with a legal majority.

4.1 The Company has as its purpose the collection of deposits from the public and the business of lending in its various forms, in Italy and abroad.

4.2. The Company may undertake, within the limits of the regulations in force, all banking and financial transactions and services as well as any other transaction in the way of business and in whatever way related to the achievement of its

corporate objective.

4.3 The Company - in its capacity as Reporting Bank for Bank of Italy purposes of the SANPAOLO IMI Banking Group according to the terms of Article 61 of Legislative Decree 385 of September 1, 1993 - issues, in the exercise of its function of management and coordination, instructions to the members of the Group for the execution of the instructions issued by the Regulatory Authorities in the interests of stability of the Group itself as a whole.

6.1 The share capital is Euro 5,144,064,800 fully paid, divided into 1,448,831,982 registered ordinary shares and 388,334,018 registered preference shares with a nominal unit value of Euro 2.80. The share capital may be increased through the issue of shares with rights different from those included in the shares already issued.

6.2 The shares are issued in dematerialised form.

6.3 The preference shares are placed centrally in one or more deposits administered by the Company and the Company is the only authorised depositary. The sale of preference shares is to be communicated without delay to the Company by the selling shareholder and triggers the automatic one for one conversion of the preference shares into ordinary shares, except in the case where it is disposed to a company whose capital is wholly controlled. On July 1, 2012, the preference shares will be converted one for one into ordinary shares

with the same characteristics as the ordinary shares in circulation at that moment.

6.4 In the case of paid issues of capital, when there is no exclusion or limit on option rights, the holders of preference shares have option rights on preference shares with the same characteristics or, if not or differently, in order, preference shares with different characteristics, savings shares or ordinary shares.

6.5 The Board of Directors has the power to increase the authorized share capital, even several times, up to a nominal amount of EUR

7,500,000,000 (seven billion five hundred million) and of issuing in one or more instances convertible and/or warrant bonds, adding up to the same number but for an amount that from time to time does not exceed the limits established by law. The aforesaid power can be exercised until April 28, 2004.

6.6. In addition, the Board of Directors has the right to increase of paid-in capital, even several times, by a maximum nominal amount of EUR 51,440,648 (fifty one million four hundred forty thousand six hundred forty-eight) by issuing common shares to be reserved under subscription, pursuant to Article 2441, eighth paragraph, of the Civil Code and Article 134, Legislative Decree No. 58 of February 24, 1998, to employees of the Company or of subsidiaries pursuant to Article 2359 of the Civil Code, who are participating in stock option plans approved by the Board itself. The aforesaid power can be exercised until April 27, 2007.

6.7. Subsequent to resolutions undertaken by the Board of Directors on February 9, 1999, on December 21, 1999, on June 27, 2000 and December 18, 2001, to assert the power conferred by the General Meeting of July 31, 1998, and on December 17, 2002 to assert the power conferred by the General Meeting of April 30, 2002, the share capital can be increased by a maximum

7.1 In the case of an increase in the share capital, approved by the Shareholders’ Meeting, the methods and the conditions related to the issue of new capital, the dates and the methods of payment, will be determined by the Board of Directors.

7.2 In the case of late payment, annual interest, set by the Board of Directors but in any case not exceeding 3% more than the official reference rate, will be applied. The legal consequences for any shareholder who does not execute the payments due and the responsibility of the assignors or endorsers of shares not released remain the same.

7.3. Delivery may be made against goods different from cash.

7.4 The Company can acquire its own shares within the limits and according to the procedures established by the laws in force.

8.1 The Shareholders’ Meeting is ordinary or extraordinary according to the terms of the law and can be called in Italy not necessarily at the registered office.

8.2 The ordinary Shareholders’ Meeting is called at least once a year within 120 days of the end of the financial year. In cases allowed by Law, the Shareholders’ Meeting can be called within 180 days.

8.3 The extraordinary Shareholders’ Meeting is called to approve matters reserved to it by law.

ARTICLE 10

10.1 Every ordinary share confers the right to one vote. Preference shares do not have voting rights in ordinary shareholders’ meetings.

11.1 The validity of the Shareholders’ Meeting, both ordinary and extraordinary, and both at the first call and at the second call or, for the extraordinary, third call, as established by law, as also for the validity of related motions, is determined by the law.

11.2 For the nomination of the corporate officers a relative majority is sufficient. In the case of a tie, the older candidate will be elected. For the nominations to the Board of Statutory Auditors, the procedure follows that established by Article 19.

12.1 The Shareholders’ Meeting, whose workings are governed by the relevant Regulation approved in the ordinary session, is chaired by the Chairman of the Board of Directors or by his Deputy.

12.2 The Shareholders’ Meeting nominates, on the motion of the Chairman, when held appropriate, two or more scrutineers and a Secretary not

necessarily shareholders.

12.3 The assistance of the Secretary is not necessary when the minutes of the Shareholders’ Meeting are taken by a Notary Public. The Notary is designated by the Chairman of the Shareholders’ Meeting.

12.4 It is the responsibility of the Chairman to verify regular constitution, ascertain the identity and legitimacy of those present, to check proceedings and certify the voting results.

12.5 If debate concerning the agenda of the day is not finished within the day, the Shareholders’ Meeting can proceed to a further meeting on the following non-holiday day.

13.1 The discussions of the Shareholders’ Meeting must be recorded in the minutes signed by the Chairman, by the scrutineers, if nominated, and by the Secretary or Notary Public.

13.2 Copies and extracts of the minutes, when not taken by a Notary, will be certified with the declaration of conformity, signed by the Chairman and by the Secretary.

14.1 The Company is directed by a Board of Directors composed of a number of members between 7 and 20 according to motions approved by the Shareholders’ Meeting. The Shareholders’ Meeting itself appoints one of them as Chairman.

14.2 The Directors’ term of office is three periods and they may be re-elected.

14.3 Termination, substitution, resignation and annulment on the part of the Directors are

governed according to the law.

14.4 If, because of resignation or other reasons, there is no longer a majority of the Directors elected by the Shareholders’ Meeting, the whole Board of Directors ceases and the Directors still in office must urgently call a Shareholders’ Meeting to nominate the new Board of Directors.

15.1 The Board of Directors may appoint, from among its members, one or more Deputy Chairmen.

UNCHANGED

The President and the Vice President or Vice Presidents and the Managing Director or Managing Directors, and the General Manger (if also a Director), have the right to belong to the Executive Committee.

15.6 For special and/or subsidized lending governed by specific regulations, powers of approval and draw down can be delegated to the Group’s banking subsidiaries within the limits and according to the criteria agreed between the parties.

15.9 [new] The Managing Director, or the Managing Directors, and similarly the General Manger will make the Board of Directors aware of decisions made, according to the methods established by the Board. Such methods include the disclosure to the Board of Directors by the recipients of delegated powers.

Statutory Auditors.

15.10 The Shareholders’ Meeting may decide, in addition to the remuneration above, the payment to Director of a fixed sum for every attendance at the meetings; the Directors have the further right to reimbursement of expenses incurred in the course of their duties and to the payment of daily allowances as decided by the Shareholders’ Meeting.

15.11 see 15.10 old text

• merger, as envisaged by Articles 2505 and 2505-bis of the Italian civil code, according to the methods and the terms therein described;
  
  
• establishment and closing of secondary offices;
  
  
• reduction of capital in case of withdrawal of the shareholder;
  
  
• update of the Articles and By-Laws according to regulation.

• the establishment of the objectives, the strategies and the development guidelines of the Banking Group;



• the resolutions relating to the general managerial guidelines, the approval and amendment of the regulation of a general nature regarding work relationships, the engagement and the termination of participations which modify the composition of the Banking Group, the assignment of responsibilities as set forth in paragraph 1 of Article 20;
  
• the determination of criteria for the coordination and the management of the Companies of the Group and for the execution of the instructions imparted by the Bank of Italy.

16.3 The following matters are the exclusive responsibility of the Board of Directors:

• approvals regarding general management direction, the approval and modification of general regulations regarding business relationships, investment and divestment of shareholdings which may modify the composition of the Banking Group, the nomination of responsibilities in accordance with paragraph 1 of Article 20;
  
  
• the establishment of the criteria for coordination and management of the Group’s

• merger, in the cases provided for by articles 2505 and 2505-bis of the Civil Code, according to the methods and the terms described therein;
  
• the institution and the elimination of secondary offices;
  
• the reduction of capital in the event of shareholder withdrawal;
  
• the adjustments of the Bylaws to regulatory provisions.

ARTICLE 17

17.1 The Board of Directors is convened whenever the Chairman considers it necessary or opportune and generally every two months, also to refer to the Board of Statutory Auditors on business carried out and transactions of greatest importance in economic, financial and equity capital terms undertaken by the Company and/or by subsidiary companies as well as, In particular, transactions with potential conflicts of interest.

17.2 Leaving those powers reserved by law to the Statutory Auditors, a meeting must also take place when at least three Directors or a Managing Director make a written request to the Chairman with an indication of their reasons.

17.3 Meetings of the Board of Directors are usually held at the registered office of the Company. The Board of Directors may also meet in any other place in Italy or abroad.

17.4 Notice of the meeting, with a summary agenda of the matters to be discussed, must be sent to the Directors and to the Statutory Auditors in office at least five days before that fixed for the meeting by registered post or telegram or telex or telefax or through any other means of electronic communication which can provide guaranteed receipt of the same. In cases of particular urgency, the meeting may be held with simple advance notice of 24 hours by any suitable means.

17.5 Meetings of the Board of Directors can be validly held by telecommunication, provided that the precise identification of the persons qualified to participate can be validly ensured, as well as the possibility for all participants to take part, in real time, in the discussion about all the business on the agenda and to view, receive and transmit documents. However, at least the Chairman and the

exercises the role of coordination of the businesses of the Company.

delegating joint or sole signature power to employees, or issuing special power of attorney, even to third parties, for the conclusion of individual matters or categories of matters, or for the signature of specific contracts or documents, in the implementation of his own functions, and for the exercise of his own powers or those that have been delegated to him;

(see Section V, old text: UNCHANGED)

Auditors.

19.2 The Statutory Auditors are in office for three periods and are re-electable. Their term is regulated by law.

19.3 At least two of the Statutory Auditors in office and at least one of the Alternate Statutory Auditors are chosen from among those registered in the register of accounting auditors who have carried out legal accounting audit work for a period of no less than three years.

19.4 Those Statutory Auditors who do not possess the requirement set out in the preceding paragraph are chosen from among those who have obtained a total experience of at least three years in:

19.5 The whole Board of Statutory Auditors is nominated on the basis of lists presented by the shareholders in which the candidates must be listed in number order.

19.6 To apply paragraphs 3 and 12 of the present article, when the list is composed of four or more candidates, the fourth candidate and at least one the first three must have the requirements as in paragraph 3; when the list is composed of fewer than four candidates at least the first of them must have the same requirements.

19.7 The lists must be deposited at the registered

office and published in at least two Italian daily newspapers with national distribution, of which one devoted to economic news, at least 10 days before the day fixed for the Shareholders’ Meeting at First call.

19.8 Every Shareholder can present or contribute to the presentation of only one list and each candidate can present himself in only one list or otherwise be declared ineligible.

19.9 Only those Shareholders who themselves or together with other shareholders represent at least 1% of the shares with voting rights in the ordinary Shareholders’ Meeting have the right to vote. In order to prove their ownership of the number of shares necessary for the presentation of the lists, the shareholders must at the same time present, at the registered office, the certificates confirming their participation in the central securities management system.

19.10 Together with each list, and before the time of depositing the list at the registered office, one must deposit the C.V. of each candidate, undersigned by the same, and the declarations by which the individual candidates accept their candidature and affirm, at their own responsibility, that there are no reasons for ineligibility or conflict of interest as well as the existence of the necessary qualification required by the regulations in force to carry out the duties of Statutory Auditor.

19.11 Every shareholder having the right to vote may vote for only one list.

19.12 At the election of the Board of Statutory Auditors, the procedures are as follows:

19.13 For the nomination of Statutory Auditors not elected for whatsoever reason according to the aforesaid procedures, the Shareholders’ Meeting will approve according to relative majority.

19.14 The chairmanship of the Board of Statutory Auditors is taken by person indicated in the first place in the list which has obtained the majority of the votes. In case of his substitution the chairmanship falls, until the end of term of the Board of Statutory Auditors, on the next following person indicated in the same list.

19.15 In case of the substitution of a Statutory Auditor taken from the list which has obtained the majority of the votes cast by shareholders, the alternate will come from the same list; in the case of the substitution of a Statutory Auditor taken from the other lists, the alternate will be nominated

according to the method set out in point (b) in this article. Whenever it may be necessary to keep up minimum number of Statutory Auditors in office with the requirements as per paragraph 3 of the present article, the alternate with the same requirements will in case enter

19.16 The nomination of Statutory Auditors to make up the Board of Statutory Auditors according to Article 2401 of the Civil Code is made by a relative majority of the Shareholders’ Meeting.

19.17 The Shareholders’ Meeting fixes the remuneration of the Statutory Auditors. The Shareholders’ Meeting may also decide, in addition to the remuneration, the payment to each Statutory Auditor of a fixed sum for every attendance at the meetings; the Statutory Auditors have the further right to reimbursement of expenses incurred in the course of their duties and to the payment of daily allowances as decided by the Shareholders’ Meeting.

19.18 The members of the Board of Statutory Auditors cannot be in office in more than five offices as Statutory Auditor in office in other quoted companies with the exception of companies controlled by SANPAOLO IMI S.p.A.

19.19 The meetings of the Board of Statutory Auditors may be validly held also by means of telecommunication, as long as there is a guarantee of the exact identification of the persons entitled to be present, the possibility for all participants to participate, in real time, in all the discussions and see, receive and transmit documents. The meetings are considered held in the place where the Board is called, where at least one Statutory Auditor must be present.

20.1 The Board of Directors nominates one or more General Managers and one or more Deputy General Managers and determines their roles and the length of their term of office. Alternatively, the Board of Directors nominates a Central Management and determines the number of its members, establishing the assignment of responsibilities as well as the division of functions among the members.

20.2 The General Manager or General Managers, or the Central Management, report in the exercise of their responsibilities to the Managing Director or Managing Directors; they execute the decisions taken by the Board of Directors, by the Executive Committee, by the Chairman and by the Managing Director or Managing Directors; they manage all current business, supervise the structure and functioning of services, allocate responsibilities and positions to staff with the exclusion of Top Management. They may delegate, also internally and in continuity, their own powers to the Deputy General Managers, to Top Management, and other Personnel from Head Office, the regional organization and the branches.

SECTION VII
LEGAL REPRESENTATION AND
COMPANY SIGNATURE

UNCHANGED

*… and, if these are also absent, Managing Directors individually, or, failing that, the responsibility goes to the General Manger. Furthermore, the Board of Directors may, in accordance with the law, for certain categories of actions and businesses, delegate representative powers, and powers of attorney on behalf of the Company, as applicable, to the Managing Director or Managing Directors, to the individual Directors, to the General Manager, to the Deputy General Manager or Deputy General Managers, to the Executives and to other Employees of the Company, determining the limitations and the application of the power of attorney. Likewise the General Manager, within the powers conferred by the by-laws or delegated to him, may, consequently, delegate the power of attorney, jointly or severally, to the Deputy General Manager or Deputy General Managers, to the Executives and to other Employees of the Company, determining the limitations and the application of the power of attorney.

the General Manager or General Managers, to the Deputy General Manager or Deputy General Managers, to the staff of the Central Management, to Top Management and to other employees of the Company, determining the limits and the methods of use of such seal.

21.2 In cases in which the current Articles of Association allow substitutions for absence or impediment, the action of the substitute has legal force in dealings with third parties.

SECTION VIII
FINANCIAL STATEMENT AND INCOME

22.1 The financial year closes at December 31 each year.

22.2 Of the net profits deriving from the financial results, an amount equal to 10% shall be transferred to the legal reserve until it amounts to one fifth of the equity capital.

22.3 A further share, equal up to 5% of the their nominal value, shall be reserved for preference shares.

22.4 The Shareholders’ Meeting, on the proposal of the Board of Directors, will decide on the allocation of the remaining profit after provisions to the legal reserve and the allocation to preference shares.

22.5 The dividends will be allocated, equal up to the amount paid to preference shares, to ordinary shares and, then and equally, to all shares.

22.6 When dividends of less than 5% are allocated to preference shares in any one year, the dividends will be cumulated in the following two years.

22.7 Dividends not claimed within five years following the day on which they are available, will

be retained by the Company and placed to reserves.

22.8 The Board of Directors may approve the distribution of partial payments in advance of the dividends in the manner and within the limits set by the regulations in force at the time.

24.1 Given any different law provisions, if there is a reason for winding up, the Shareholders’ Meeting will establish the manner of liquidation, nominating one or more liquidators.

24.2 Preference shares, in the case of winding up or liquidation, will have the right to reimbursement of capital up to their nominal value.