AGCM

PRESS RELEASE

INTESA SAN PAOLO: ANTITRUST AUTHORITY, ISP AND CREDIT AGRICOLE PRESENT MEASURES TO GUARANTEE INDEPENDENCE FROM BANK. ALL BUT 5% OF SHARES TO BE SOLD BY YEAR'S END, FORFEITURE OF RELATED RIGHTS EFFECTIVE IMMEDIATELY.  AUTHORITY-APPROVED MONITORING TRUSTEE TO EXERCISE VOTING RIGHTS FOR REMAINING SHARES TO BE YIELDED BY NEXT YEAR. THIS ORGAN TO APPOINT OVERSIGHT COMMITTEE MEMBERS PENDING ANTITRUST AUTHORITY APPROVAL.

Proceedings remain open to permit closer monitoring of the implementation of agreed commitments

Credit Agricole will sell all but 5% of its shares in Intesa SanPaolo by the end of the year, with forfeiture of voting rights effective immediately. Remaining shares will be relinquished by the end of 2011, until which time the related voting rights will be entrusted to a monitoring trustee approved by the Antitrust Authority. These commitments were proposed by the French bank and Intesa San Paolo and accepted by the Autorità Garante della Concorrenza e del Mercato, which will follow their full implementation more closely by keeping the investigation into this Milan institution open until July 15, 2011.
The specific commitments adopted by Intesa San Paolo and the French bank involve:
1) consensual termination of the agreement between Credit Agricole and Assicurazioni Generali, to take effect starting on March 19;
2) Credit Agricole will sell all but 5% of its shares by the end of the year, with forfeiture of voting rights effective immediately, and
3) yield its remaining shares by the end of following year, with the natural forfeiture of remaining voting rights;
4) during the transitional phase, voting rights for the 5% share will be exercised by a monitoring trustee that must be approved by the Antitrust Authority. The ordinary assembly scheduled for the end of April 2010 represents the sole and exclusive venue for this organ to present its proposed list of Intesa San Paolo Oversight Committee members. Appointees must be completely independent from Credit Agricole and be approved by the Antitrust Authority;
5) the monitoring trustee shall not exercise its voting rights on any matters deemed sensitive by the Antitrust Authority, and must follow precise communications procedures with the Antitrust Authority to ensure tight control of the information flow towards Credit Agricole;
6) at the end of the transition period, Credit Agricole will no longer hold any position within the governance bodies of Intesa San Paolo.


Rome - February 18, 2010