Half-yearly report as at 30 June 2008 WorldReginfo - 6286e888-1677-4def-bcb9-53736907df49 This is an English translation of the Italian original “Relazione semestrale al 30 giugno 2008” and has been prepared solely for the convenience of the reader. The Italian version takes precedence and will be made available to interested readers upon request to Intesa Sanpaolo S.p.A. WorldReginfo - 6286e888-1677-4def-bcb9-53736907df49 This document contains some forward-looking statements and forecasts reflecting the Intesa Sanpaolo management’s current views with respect to certain future events. The Intesa Sanpaolo Group’s ability to achieve its projected results is dependent on many factors which are outside management’s control. Actual results may differ materially from those projected or implied in the forward-looking statements. Such forward-looking information involves risks and uncertainties that could significantly affect expected results and is based on certain key assumptions. The following important factors could cause the Group’s actual results to differ materially from those projected or implied in any forward- looking statements: - the Group’s ability to successfully integrate the employees, products, services and systems of the merger of Banca Intesa S.p.A. and SANPAOLO IMI S.p.A. as well as other recent mergers and acquisitions; - the impact of regulatory decisions and changes in the regulatory environment; - the impact of political and economic developments in Italy and other countries in which the Group operates; - the impact of fluctuations in currency exchange and interest rates; - the Group’s ability to achieve the expected return on the investments and capital expenditures it has made in Italy and in foreign countries. The foregoing factors should not be construed as exhaustive. Due to these uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which refer only to the date hereof. Accordingly, there can be no assurance that the Group will achieve its projected results. WorldReginfo - 6286e888-1677-4def-bcb9-53736907df49 08_474_0BRO_SEMESTR_30_06_08_UK 1 30-09-2008 16:14:50 Half-yearly report as at 30 June 2008 Intesa Sanpaolo S.p.A. Registered office: Piazza San Carlo, 156 10121 Torino - Secondary registered office: Via Monte di Pietà, 8 20121 Milano - Share capital 6,646,547,922.56 Euro - Registration number on the Torino Company Register and Fiscal Code 00799960158 - VAT number 10810700152 - Member of the National Interbank Deposit Guarantee Fund and of the National Guarantee Fund, included in the National Register of Banks No. 5361 and Parent Company of “Intesa Sanpaolo”, included in the National Register of Banking Groups. WorldReginfo - 6286e888-1677-4def-bcb9-53736907df49 08_474_0BRO_SEMESTR_30_06_08_UK 2 30-09-2008 16:14:50 Half-yearly report as at 30 June 2008 Intesa Sanpaolo S.p.A. Registered office: Piazza San Carlo, 156 10121 Torino - Secondary registered office: Via Monte di Pietà, 8 20121 Milano - Share capital 6,646,547,922.56 Euro - Registration number on the Torino Company Register and Fiscal Code 00799960158 - VAT number 10810700152 - Member of the National Interbank Deposit Guarantee Fund and of the National Guarantee Fund, included in the National Register of Banks No. 5361 and Parent Company of “Intesa Sanpaolo”, included in the National Register of Banking Groups. WorldReginfo - 6286e888-1677-4def-bcb9-53736907df49 08_474_0BRO_SEMESTR_30_06_08_UK 3 30-09-2008 16:14:50 Contents Supervisory Board, Management Board, General Management, Manager responsible for preparing the Company’s financial reports and Independent Auditors 7 Intesa Sanpaolo Group – Financial highlights and alternative performance measures 9 Intesa Sanpaolo Group – Financial highlights and alternative performance measures by business area 11 The first half of 2008 12 The macroeconomic scenario and lending and deposit collecting activities 12 Intesa Sanpaolo in the first half of 2008 16 Significant events 17 The integration process of the Intesa Sanpaolo Group 19 Information provided to the market on financial products 19 Information on relations with related parties 20 The Intesa Sanpaolo Group 21 CONDENSED CONSOLIDATED HALF-YEARLY FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS 25 Consolidated balance sheet 26 Consolidated income statement 28 Changes in consolidated shareholders’ equity 29 Consolidated statement of cash flows 31 EXPLANATORY NOTES 33 Accounting policies 35 Subsequent events 47 Economic results 48 Balance sheet aggregates 60 Breakdown of consolidated results by business area and geographical area 70 Risk management 94 The shareholder base, transactions with related parties and other information 131 Projections for the whole year 138 Certification of the condensed consolidated half-yearly financial statements pursuant to Art. 154 bis of Legislative Decree 58/1998 141 Independent Auditors’ Report 143 Attachments 147 Reconciliation between reclassified financial statements and official financial statements 149 Reconciliation between the income statement and the figures restated according to IFRS 3 and IFRS 5 153 Table of significant equity investments in unlisted companies pursuant to art. 126 of Issuers Regulation 11971 of 14 May 1999 157 Glossary 169 Contacts 177 Financial calendar 178 5 5 WorldReginfo - 6286e888-1677-4def-bcb9-53736907df49 08_474_0BRO_SEMESTR_30_06_08_UK 4 30-09-2008 16:14:50 Contents Supervisory Board, Management Board, General Management, Manager responsible for preparing the Company’s financial reports and Independent Auditors 7 Intesa Sanpaolo Group – Financial highlights and alternative performance measures 9 Intesa Sanpaolo Group – Financial highlights and alternative performance measures by business area 11 The first half of 2008 12 The macroeconomic scenario and lending and deposit collecting activities 12 Intesa Sanpaolo in the first half of 2008 16 Significant events 17 The integration process of the Intesa Sanpaolo Group 19 Information provided to the market on financial products 19 Information on relations with related parties 20 The Intesa Sanpaolo Group 21 CONDENSED CONSOLIDATED HALF-YEARLY FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS 25 Consolidated balance sheet 26 Consolidated income statement 28 Changes in consolidated shareholders’ equity 29 Consolidated statement of cash flows 31 EXPLANATORY NOTES 33 Accounting policies 35 Subsequent events 47 Economic results 48 Balance sheet aggregates 60 Breakdown of consolidated results by business area and geographical area 70 Risk management 94 The shareholder base, transactions with related parties and other information 131 Projections for the whole year 138 Certification of the condensed consolidated half-yearly financial statements pursuant to Art. 154 bis of Legislative Decree 58/1998 141 Independent Auditors’ Report 143 Attachments 147 Reconciliation between reclassified financial statements and official financial statements 149 Reconciliation between the income statement and the figures restated according to IFRS 3 and IFRS 5 153 Table of significant equity investments in unlisted companies pursuant to art. 126 of Issuers Regulation 11971 of 14 May 1999 157 Glossary 169 Contacts 177 Financial calendar 178 5 5 5 WorldReginfo - 6286e888-1677-4def-bcb9-53736907df49 08_474_0BRO_SEMESTR_30_06_08_UK 5 30-09-2008 16:14:50 Supervisory Board, Management Board, General Management, Manager responsible for preparing the Company’s financial reports and Independent Auditors Supervisory Board Chairman Giovanni BAZOLI Deputy Chairmen Antoine BERNHEIM Rodolfo ZICH Members Carlo BAREL DI SANT’ALBANO Rosalba CASIRAGHI Marco CIABATTONI (*) Giovanni COSTA Franco DALLA SEGA Gianluca FERRERO Angelo FERRO Pietro GARIBALDI Giulio LUBATTI Giuseppe MAZZARELLO Eugenio PAVARANI Gianluca PONZELLINI Gian Guido SACCHI MORSIANI Ferdinando TARGETTI Livio TORIO Riccardo VARALDO (*) Management Board Chairman Enrico SALZA Deputy Chairman Orazio ROSSI Managing Director and Chief Executive Officer Corrado PASSERA Members Aureliano BENEDETTI (**) Elio CATANIA Giuseppe FONTANA Gian Luigi GARRINO Virgilio MARRONE Emilio OTTOLENGHI Giovanni PERISSINOTTO Marcello SALA General Management General Manager and Deputy to the CEO Pietro MODIANO General Manager and Chief Operating Officer Francesco MICHELI Manager responsible for preparing the Company’s financial reports Ernesto RIVA Independent Auditors RECONTA ERNST & YOUNG S.p.A. (*) Appointed by the Shareholders’ Meeting of 30 April 2008 in place of Members Pio Bussolotto, who resigned as of 8 April and Fabrizio Gianni who resigned as of 28 April. (**)Appointed by the Supervisory Board on 20 May 2008 in place of Member Giovanni Battista Limonta, who resigned as of 13 May. 7 7 6 WorldReginfo - 6286e888-1677-4def-bcb9-53736907df49 08_474_0BRO_SEMESTR_30_06_08_UK 6 30-09-2008 16:14:50 Supervisory Board, Management Board, General Management, Manager responsible for preparing the Company’s financial reports and Independent Auditors Supervisory Board Chairman Giovanni BAZOLI Deputy Chairmen Antoine BERNHEIM Rodolfo ZICH Members Carlo BAREL DI SANT’ALBANO Rosalba CASIRAGHI Marco CIABATTONI (*) Giovanni COSTA Franco DALLA SEGA Gianluca FERRERO Angelo FERRO Pietro GARIBALDI Giulio LUBATTI Giuseppe MAZZARELLO Eugenio PAVARANI Gianluca PONZELLINI Gian Guido SACCHI MORSIANI Ferdinando TARGETTI Livio TORIO Riccardo VARALDO (*) Management Board Chairman Enrico SALZA Deputy Chairman Orazio ROSSI Managing Director and Chief Executive Officer Corrado PASSERA Members