REGISTRATION DOCUMENT Registered Office At

REGISTRATION DOCUMENT

Registered Office at Piazzetta Giordano Dell'Amore 3, 20121 Milan enrolled with the Register of Banks under No. 5570 A company belonging to the Intesa Sanpaolo Banking Group enrolled with the Register of Banking Groups A company subject to the management and co-ordination of its sole shareholder, Intesa Sanpaolo S.p.A. Share capital: EUR 662,464,000 Enrolled with the Companies' Register of Milan under No. 04377700150

This document constitutes a registration document (together with any supplements and documents incorporated by reference, the "Registration Document") of the issuer, Banca IMI S.p.A. (the "Issuer" or "Banca IMI") for the purposes of Directive 2003/71/EC (the "Directive") and has been drawn up in compliance with article 14 of Regulation No. 2004/809/EC. It contains the information provided for in Annex XI of Regulation 2004/809/EC and provides information on the Issuer as the issuer of debt and derivative securities for the period of twelve months following its date of approval by CONSOB. The Registration Document, together with documentation prepared for the offer and/or admission to trading of debt and derivative securities issued by the Issuer from time to time in compliance with the Directive, namely the securities note (which may be part of programmes for the issue of securities and which contains risks and specific information in relation to the financial instruments) (the "Securities Note"), the relevant summary (containing a summary of essential characteristics and risks associated with the Issuer and the securities) (the "Summary"), any supplements and final terms, as well as the documentation specified as being incorporated by reference herein, constitutes a prospectus for the purposes of the Directive. This Registration Document must therefore be read, in relation to an offer and/or admission to trading of the debt and derivative securities issued by the Issuer from time to time, in conjunction with the relevant Securities Note, Summary, any final terms and the documentation specified as being incorporated by reference herein, and information on the Issuer and on the offer and/or admission to trading of the debt and derivative securities issued by the Issuer from time to time may only be obtained by consulting the Registration Document, the relevant Securities Note, any relevant Summary Note and any final terms together.

This Registration Document conforms with the document that was filed with CONSOB on 18 October 2007 pursuant to the authorisation communicated by notice No. 7090789 of 10 October 2007.

Publication of the Registration Document does not involve any judgement by CONSOB on the advisability of the proposed investment or the merits of the data and information relating thereto.

This Registration Document, together with any subsequent supplements thereto and the documents incorporated by reference herein, is available to the public at the registered office of the Issuer in Milan, Piazzetta Giordano Dell'Amore 3; at the offices of Borsa Italiana S.p.A.; and may be viewed on the Issuer's website at www.bancaimi.it.

TABLE OF CONTENTS

1. Responsible Persons...... 5 1.1 Responsible Persons...... 5 1.2 Responsibility Statement...... 5 2. Auditors...... 6 2.1 Auditing Firm...... 6 2.2 External Auditing Bodies other than the Auditing Firm ...... 6 3. Risk Factors...... 6 4. Information on the Issuer ...... 6 4.1 History and Development of the Issuer...... 6 4.1.1 Legal and Commercial Name of the Issuer ...... 6 4.1.2 Place of Registration and Registration Number of the Issuer ...... 6 4.1.3 Date of Establishment and Duration of the Issuer...... 6 4.1.4 Important Information relating to the Issuer ...... 6 4.1.5 Key recent events in the development of the Issuer's business that are material for an assessment of its solubility...... 6 4.1.6 Rating of the Issuer ...... 6 5. Overview of Activities ...... 6 5.1 Main Activities...... 6 5.1.1 Description of the nature of the Issuer's activities and of its main activities...... 6 5.1.2 Main markets...... 6 5.1.3 Statements on the Competitive Position of the Issuer...... 6 6. Organisational Structure...... 6 6.1 The Group and the Position of the Issuer within the Group...... 6 6.2 Dependence on other entities within the Group ...... 6 7. Information on Expected Trends...... 6 7.1 Material adverse changes in the Issuer's prospects from the date of the latest published Audited Financial Statements ...... 6 7.2 Information on trends, uncertainties, requests, undertakings or facts that might materially affect the Issuer's prospects for the current financial year ...... 6 8. Forecast or Estimated Profits ...... 6 9. Administrative, Management and Supervisory Bodies ...... 6 9.1 Information on the Administrative, Management and Supervisory Bodies ...... 6 9.1.1 Board of Directors...... 6 9.1.2 Managing Director & Chief Executive Officer...... 6 9.1.3 General Manager...... 6 9.1.4 Board of Statutory Auditors ...... 6 9.2 Conflicts of interest of members of the Board of Directors and the Board of Statutory Auditors ...... 6 10. Main Shareholders...... 6 10.1 Entity controlling the Issuer ...... 6 10.2 Agreements that may result in a change of control of the Issuer ...... 6 11. Financial Information in Respect of the Assets and Liabilities, Financial Situation and Profit and Loss of the Issuer...... 6 11.1 Financial information relating to the financial years ending 31 December 2006 and 31 December 2005, respectively ...... 6 11.2 Financial information relating to the six month periods ending 30 June 2007 and 30 June 2006...... 6 11.3 Documents incorporated by reference...... 6 11.4 Audited financial information ...... 6 11.4.1 Audited annual information relating to previous financial years ...... 6

11.4.2 Audited six-monthly information relating to previous financial years...... 6 11.4.3 Source of Financial Data other than the Audited Financial Statements...... 6 11.4.4 Other audited information contained in the Registration Document...... 6 11.5 Judicial or Arbitration proceedings that may materially affect the Issuer's Performance ...... 6 11.6 Material changes in the financial or business situation of the Issuer ...... 6 12. Material Contracts ...... 6 13. Third Party Information, Statements by Experts and Declarations of Interest...... 6 14. Documents Available to the Public ...... 6

Investors should bear in mind that the Issuer is the company resulting from the merger by incorporation of Banca IMI S.p.A., with registered office at Corso Matteotti n. 6, 20121 Milan (an investment bank belonging to the pre-merger Sanpaolo IMI banking group) into Banca Caboto S.p.A., with registered office at Piazzetta Giordano Dell'Amore 3, 20121 Milan (an investment bank belonging to the pre-merger Banca Intesa banking group). Such merger by incorporation became effective on 1 October 2007.

Contemporaneously with the merger, the incorporating company, Banca Caboto S.p.A., changed its legal name to "Banca IMI S.p.A.", in abbreviated form "IMI S.p.A.".

The above merger by incorporation is part of a broader rationalisation of the business and companies of the pre-merger Banca Intesa and Sanpaolo IMI banking groups, which was launched on 1 January 2007. The Intesa Sanpaolo Group arose from the integration of the Sanpaolo IMI and Banca Intesa groups as a result of the merger by incorporation of Sanpaolo IMI S.p.A. (the parent company of the Sanpaolo IMI banking group) with Banca Intesa S.p.A. (the parent company of the Banca Intesa banking group), effective as of 1 January 2007.

For further information, please refer to Chapter 4 below.

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1. RESPONSIBLE PERSONS

1.1 Responsible Persons

Banca IMI S.p.A., with registered office at Piazzetta Giordano Dell'Amore 3, Milan, accepts responsibility for the information contained in this Registration Document.

1.2 Responsibility Statement

This Registration Document complies with the model filed with CONSOB on 18 October 2007 pursuant to the authorisation communicated by notice No. 7090789 of 10 October 2007 and contains all information necessary to assess the Issuer's economic and financial condition and the development of the Issuer's business.

Banca IMI S.p.A. is responsible for the completeness and accuracy of the data and information contained in this Registration Document. Banca IMI S.p.A. hereby declares that, to the best of its knowledge and having taken all reasonable care to ensure that such is the case, the information contained in this Registration Document is in accordance with the facts and does not present or omit anything likely to affect the import of such information.

2. AUDITORS

2.1 Auditing Firm

On 6 April 2004, the shareholders' meeting of the Issuer appointed Reconta Ernst & Young S.p.A., with registered office at Via G.D. Romagnosi 18/A, 00196 Rome, enrolled with the Register of Auditors under No. 70945 and with the Special Register kept by CONSOB under No. 2 (the "Auditing Firm") to audit its financial statements for the period 2004-2006.

The shareholders' meeting of the Issuer held on 3 April 2007 for the approval of the 2006 financial statements confirmed the appointment of the Auditing Firm for the audit of its financial statements for the period 2007-2011, on the advice of the Board of Statutory Auditors.

The Auditing Firm's reports on the financial statements as at 31 December 2005 and at 31 December 2006 were issued without qualification or reservation.

The consolidated financial statements for the years 2005 and 2006 of the pre-merger company Banca IMI S.p.A. with registered office at Corso Matteotti 6, 20121 Milan, were audited by PriceWaterhouse Coopers S.p.A., which certified the same without qualification or reservation.

Both Reconta Ernst & Young S.p.A. and PriceWaterhouse Coopers S.p.A. are auditing firms belonging to the professional association Assirevi-Associazione Nazionale Revisori Contabili.

2.2 External Auditing Bodies other than the Auditing Firm

There are no external auditing bodies other than the Auditing Firm.

3. RISK FACTORS

Investors should consider the following risk factors relating to Banca IMI S.p.A. (the "Issuer" or "Banca IMI") and its business for the purposes of evaluating the Issuer's ability to perform its obligations under the debt and derivative securities that may be issued by the Issuer and which will be described in the securities notes relating thereto. The Issuer believes that the following factors may affect its ability to perform its obligations arising from securities issued to investors. The below are potential risk factors and the Issuer is not in a position to express an opinion on the likelihood of their occurrence.

Potential investors in securities issued by the Issuer should also carefully read the additional information contained in the other sections of this Registration Document in order to formulate their own opinion before investing in any such securities.

In relation to the offering and/or admission to trading of debt and derivative securities by the Issuer from time to time, this Registration Document must also be read in conjunction with the relevant Securities Note and Summary, any final terms and the documentation specified as being incorporated by reference therein, and full information on the Issuer and on the offering and/or admission to trading of debt and derivative securities issued by the Issuer from time to time can only be obtained on the basis of a complete reading of the Registration Document in conjunction with the relevant Securities Note, Summary and any final terms.

* * *

RISKS RELATING TO LITIGATION CONCERNING BANCA IMI S.P.A.

IN THE NORMAL COURSE OF ITS BUSINESS, THE ISSUER IS PARTY TO A NUMBER OF LEGAL PROCEEDINGS UNDER WHICH IT MAY BE REQUIRED TO PAY DAMAGES.

IN PARTICULAR, ATTENTION IS DRAWN TO THE FOLLOWING:

PARMALAT LITIGATION

DURING THE THIRD QUARTER OF 2005, FOLLOWING SIMILAR PROCEEDINGS AGAINST VARIOUS OTHER FINANCIAL INTERMEDIARIES, CERTAIN COMPANIES BELONGING TO THE PARMALAT GROUP IN RECEIVERSHIP (AMMINISTRAZIONE STRAORDINARIA), FILED AN ACTION AGAINST THE PRE-MERGER COMPANY BANCA IMI S.P.A., WITH REGISTERED OFFICE AT CORSO MATTEOTTI 6, 20121 MILAN, CLAIMING DAMAGES ON THE GROUNDS OF THE ALLEGED LIABILITY OF THE COMPANY AS LEAD MANAGER IN A SYNDICATE WHICH PLACED CERTAIN BONDS ISSUED BY THE PARMALAT GROUP BETWEEN THE BEGINNING OF 2000 AND THE BEGINNING OF 2001.

THE STATEMENT OF CLAIM PROVIDES THAT DAMAGES TO BE PAYABLE BY THE PRE-MERGER COMPANY BANCA IMI S.P.A. TO THE CLAIMANTS SHOULD BE QUANTIFIED AS AT LEAST EUR 1.3 BILLION, REPRESENTING THE TOTAL NOMINAL VALUE OF THE PARMALAT BONDS IN RELATION TO THE PLACEMENT OF WHICH THE PRE-MERGER COMPANY BANCA IMI S.P.A. ACTED AS LEAD MANAGER.

DURING THE THIRD QUARTER OF 2005, SIMILAR PROCEEDINGS WERE COMMENCED AGAINST THE PRE-MERGER COMPANY BANCA CABOTO S.P.A., WHOSE REGISTERED OFFICE AT THE TIME WAS AT VIA A. BOITO 7, 20121 MILAN, ITS PARENT COMPANY AT THE TIME, BANCA INTESA S.P.A., AND ANOTHER FINANCIAL INTERMEDIARY

OUTSIDE THE THEN BANCA INTESA GROUP, FOR DAMAGES IN RELATION TO THEIR ROLES AS (A) ARRANGERS AND DEALERS IN RESPECT OF THE PARMALAT GROUP'S DEBT ISSUANCE PROGRAMME FOR THE YEARS 2001 AND 2002; AND (B) CO-LEAD MANAGERS PARTICIPATING IN THE PLACEMENT SYNDICATE IN RESPECT OF CERTAIN BONDS ISSUED BY THE PARMALAT GROUP DURING THE FIRST SIX MONTHS OF 2002. THE TOTAL AMOUNT CLAIMED AGAINST THE BANCA INTESA GROUP UNDER THESE PROCEEDINGS IS APPROXIMATELY EUR 900 MILLION.

NEGOTIATIONS ARE UNDERWAY IN RELATION TO THE ABOVE PROCEEDINGS.

GENERAL MOTORS CORPORATION LITIGATION

IN DECEMBER 2005, A PRIVATE INVESTOR COMMENCED A CLASS ACTION AGAINST THE PRE-MERGER COMPANY BANCA IMI S.P.A., WITH REGISTERED OFFICE AT CORSO MATTEOTTI 6, 20121 MILAN, IN THE PALM BEACH COUNTY COURT, FLORIDA, UNITED STATES OF AMERICA, FOR DAMAGES ARISING FROM INACCURATE ACCOUNTING INFORMATION CONTAINED IN PUBLIC OFFERING DOCUMENTATION FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, IN RELATION TO CERTAIN BONDS ISSUED IN THE U.S. BY THE GENERAL MOTORS ACCEPTANCE CORPORATION AND GUARANTEED BY ITS PARENT COMPANY, GENERAL MOTORS CORPORATION, BETWEEN APRIL 2004 AND MARCH 2005. THE CLAIM WAS FILED AGAINST BOTH THE ISSUER AND THE GUARANTOR OF THE BONDS AND AGAINST ALL THE MEMBERS OF THE SYNDICATE THAT GUARANTEED AND PLACED THE BONDS, INCLUDING THE PRE-MERGER COMPANY BANCA IMI S.P.A., ON THE GROUNDS THAT IN ACCORDANCE WITH APPLICABLE U.S. LAWS, THE SYNDICATE MEMBERS WERE JOINTLY LIABLE WITH THE ISSUER AND THE GUARANTOR TO INVESTORS.

IN RELATION TO THE ABOVE, THE PRE-MERGER COMPANY BANCA IMI S.P.A. HAD PARTICIPATED IN TWO PLACEMENTS IN NOVEMBER 2004, WITH TOTAL COMMITMENTS OF USD 25 MILLION, OUT OF A TOTAL ISSUE OF USD 2.5 BILLION.

THE CLASS ACTION WAS SUBSEQUENTLY JOINED WITH SIMILAR PROCEEDINGS HAVING THE SAME SUBJECT MATTER, WHICH HAD BEEN BROUGHT BEFORE THE U.S. DISTRICT COURT FOR THE EASTERN DISTRICT OF MICHIGAN.

DURING THE SECOND SEMESTER OF 2006, THE CLASS ACTION CLAIMANTS WAIVED THEIR PROCEEDINGS AGAINST, INTER ALIA, THE PRE-MERGER COMPANY BANCA IMI S.P.A. WITH A DECISION OF 27 FEBRUARY 2007 THE COURTS REJECTED THE CLASS ACTION, WHICH THE CLAIMANTS HAD CONTINUED TO PURSUE AGAINST GENERAL MOTORS ACCEPTANCE CORPORATION AND GENERAL MOTORS CORPORATION, AS ISSUER AND GUARANTOR OF THE BONDS, RESPECTIVELY.

THE CLAIMANTS HAVE APPEALED AGAINST THE DECISION. THERE CAN BE NO GUARANTEE THAT THE JUDGMENT WILL NOT BE REVERSED ON APPEAL OR THAT A SIMILAR ACTION WILL NOT BE BROUGHT BY THE SAME CLAIMANTS ON DIFFERENT GROUNDS, OR BY DIFFERENT CLAIMANTS.

CIRIO GROUP LITIGATION

IN EARLY APRIL 2007, TEN COMPANIES BELONGING TO THE CIRIO GROUP IN RECEIVERSHIP (AMMINISTRAZIONE STRAORDINARIA) COMMENCED LEGAL PROCEEDINGS AGAINST INTESA SANPAOLO S.P.A., THE PRE-MERGER COMPANY BANCA CABOTO S.P.A., AND FIVE OTHER FINANCIAL INTERMEDIARIES, CLAIMING JOINTLY AND SEVERALLY DAMAGES ARISING FROM:

• THE COMPOUNDING OF THE FINANCIAL DIFFICULTIES OF THE CIRIO GROUP, BETWEEN THE END OF 1999 AND 2003, BY THE ISSUE OF SIX BONDS DURING THE PERIOD FROM 2000 TO 2002. THESE DAMAGES WERE QUANTIFIED BY THE CLAIMANTS, USING THREE DIFFERENT CRITERIA, AS, IN THE FIRST INSTANCE, EUR 2,082 MILLION OR, IN THE ALTERNATIVE, EUR 1,055 MILLION OR EUR 421 MILLION;

• THE LOSS OF OPPORTUNITY TO BRING BANKRUPTCY CLAW-BACK ACTIONS, FOR UNDETERMINED AMOUNTS, AS A RESULT OF THE DELAY IN THE FINANCIAL DIFFICULTIES OF THE CIRIO GROUP COMPANIES BECOMING KNOWN; AND

• THE PAYMENT OF COMMISSIONS IN AN AMOUNT OF EUR 9.8 MILLION IN RELATION TO THE PLACEMENT OF A NUMBER OF BOND ISSUES.

THE PRE-MERGER COMPANY BANCA CABOTO S.P.A. HAS RESPONDED TO THE CLAIM. A DATE FOR THE HEARING OF THE CASE HAS NOT YET BEEN FIXED.

AS AT 30 JUNE 2007, THE PRE-MERGER COMPANY BANCA IMI S.P.A., WITH REGISTERED OFFICE AT CORSO MATTEOTTI 6, 20121 MILAN, HAD NOT MADE ANY PROVISIONS FOR LITIGATION.

AS AT 30 JUNE 2007, THE ISSUER HAD SET ASIDE AN AGGREGATE AMOUNT OF EUR 19 MILLION AS PROVISION FOR RISKS AND CHARGES.

FOR FURTHER INFORMATION, PLEASE SEE CHAPTER 11, PARAGRAPH 11.5 BELOW.

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Selected financial and balance sheet figures relating to the pre-merger company Banca IMI S.p.A., with registered office at Corso Matteotti 6, 20121 Milan, as at 30 June 2007, 30 June 2006 and 31 December 2006.

The following tables contain certain material asset indicators relating to the pre-merger company Banca IMI S.p.A. as at 30 June 2007, 30 June 2006 and 31 December 2006, both on a consolidated and non-consolidated basis.

30.06.2007 30.06.2006 31.12.2006

(consolidated) (consolidated) (consolidated)

Tier 1 capital ratio1 N/A N/A N/A2

Total capital ratio3 N/A N/A N/A4

1 Tier 1 Capital Ratio is the relationship between core capital and total risk-weighted assets and off-balance-sheet transactions, determined in accordance with guidance set out by the Bank for International Settlements. 2 Tier 1 capital ratio is not available on a consolidated basis, as the pre-merger company Banca IMI S.P.A., with registered office at Corso Matteotti 6, 20121 Milan, was not obliged to file supervisory reports on a consolidated basis. Such reporting was carried out by its parent company in respect of the Intesa Sanpaolo banking group. 3 Total capital ratio is the relationship between regulatory capital and total risk-weighted assets and off-balance-sheet transactions, determined in accordance with guidance set out by the Bank for International Settlements. 4 Total capital ratio is not available on a consolidated basis, as the pre-merger company Banca IMI S.P.A., with registered office at Corso Matteotti 6, 20121 Milan, was not obliged to file supervisory reports on a consolidated basis. Such reporting was carried out by its parent company in respect of the Intesa Sanpaolo banking group.

30.06.2007 30.06.2006 31.12.2006

(consolidated) (consolidated) (consolidated)

Gross non-performing loans/commitments 0.00% 0.02% 0.00%

Net non-performing loans/commitments 0.00% 0.02% 0.00%

Gross [doubtful loans]/commitments 0.00% 0.00% 0.00%

Regulatory capital (€)5 N/A N/A N/A6

30.06.2007 30.06.2006 31.12.2006

(non-consolidated) (non-consolidated) (non-consolidated)

Tier 1 capital ratio 2.95% 2.97% 2.84%

Total capital ratio7 8.03% 9.36% 8.91%

Gross non-performing loans/commitments 0.00% 0.02% 0.00%

Net non-performing loans/commitments 0.00% 0.02% 0.00%

Gross [doubtful loans]/commitments 0.00% 0.00% 0.00%

Regulatory capital (€) 650,799,000 564,935,000 623,480,0008

5 Regulatory capital is the sum of core capital and supplementary capital, net of elements to be deducted in accordance with guidance set out by the Bank for International Settlements. 6 Regulatory capital is not available on a consolidated basis, as the pre-merger company Banca IMI S.P.A., with registered office at Corso Matteotti 6, 20121 Milan, was not obliged to file supervisory reports on a consolidated basis. Such reporting was carried out by its parent company in respect of the Intesa Sanpaolo banking group. 7 This figure takes into account Tier 3 subordinated loans in the amount of EUR 680 million, in accordance with applicable regulations. 8 As at 31 December 2006, regulatory capital was determined according to the principles of IFRS/IAS and by applying prudential filters (Filtri Prudenziali di Vigilanza).

The following table contains certain selected income statement and balance sheet figures as at 30 June 2007 and 30 June 2006, as well as certain selected income statement and balance sheet figures extracted from the audited consolidated financial statements for the financial year ending 31 December 2006.

(Amounts in (Amounts in (Amounts in EUR/million) EUR/million) EUR/million)

30.06.2007 30.06.2006 31.12.2006

(consolidated) (consolidated) (consolidated)

Net interest income 17.1 27.9 45.4

Gross income 190.0 210.5 365.3

Net financial operating income 188.1 210.5 360.2

Profit on continuing operations before tax 116.7 128.69 186.8

Profit on continuing operations after tax 74,5 80,6 115,3

Total assets 34,003.1 28,824.3 32,211.7

Net inflows9 12,450.1 10,254.1 13,572.1

Net commitments10 13,044.8 6,554.02 14,162.7

Shareholders' equity 679.9 579.1 642.1

Share capital 180.0 180.0 180.0

9 Net inflows includes the following items from the consolidated balance sheet: securities in issue, financial liabilities at fair value, due to customers, and due to banks net of loans to banks. 10 Net commitments include the following items from the consolidated balance sheet: loans to customers, and financial assets held for trading net of financial liabilities held for trading.

Selected financial and balance sheet figures relating to the pre-merger company Banca Caboto S.p.A., with registered office at Piazzetta Giordano Dell'Amore 3, 20121 Milan, as at 30 June 2007, 30 June 2006 and 31 December 2006.

The following tables contain certain material equity indicators relating to the pre-merger company Banca Caboto S.p.A. as at 30 June 2007, 30 June 2006 and 31 December 2006.

30.06.2007 30.06.06 31.12.2006

Tier 1 capital ratio 16.0% 16.8% 18.4%

Total capital ratio 12.5% 13.6% 13.2%

Gross non-performing loans/commitments 0.00% 0.00% 0.00%

Net non-performing loans/commitments 0.00% 0.00% 0.00%

Gross [doubtful loans]/commitments 0.00% 0.00% 0.00%

Regulatory capital (€ million) 680.3 675 612.411

The following table contains certain selected income statement and balance sheet figures as at 30 June 2007 and as at 30 June 2006 and certain selected income statement and balance sheet figures extracted from the audited consolidated financial statements for the financial year ending 31 December 2006.

(Amounts in (Amounts in (Amounts in EUR/million) EUR/million) EUR/million)

30.06.2007 30.06.2006 31.12.2006

Net interest income (54.3) (43.4) (61.2)

Gross income 144.0 113.0 232.9

Net operating income 144.0 113.0 232.9

Profit on continuing operations before tax 73.4 39.1 89.1

Profit on continuing operations after tax 50.4 33 90.3

Total assets 37,113.6 27,447.5 28,981.3

11 Regulatory capital as at 31 December 2006 was determined in accordance with IFRS/IAS principles and by applying prudential filters (Filtri Prudenziali di Vigilanza).

Net inflows12 10,826 7,150.4 6,819.4

Net commitments13 11,582.8 7,740.6 7,644.0

Shareholders' equity 911.2 871.8 928.3

Share capital 482.5 482.5 482.5

For further financial information relating to the Issuer, please refer to Chapter 11 of this Registration Document. Such information is not indicative of the Issuer's future performance. There can be no guarantee that any future negative performance by the Issuer will not adversely affect the regular provision of investment services by the Issuer or the Issuer's ability to perform its payment obligations on any contractual due dates.

12 Net income includes the following balance sheet items: Securities in issue, financial liabilities at fair value, due to customers and due to banks net of loans to banks. 13 Net loans includes the following balance sheet items: loans to customers and financial assets held for trading net of financial liabilities held for trading.

4. INFORMATION ON THE ISSUER

4.1 History and Development of the Issuer

4.1.1 Legal and Commercial Name of the Issuer

The legal name of the Issuer is Banca IMI S.p.A., which may be abbreviated to IMI S.p.A. The commercial name of the Issuer is the same as its legal name.

4.1.2 Place of Registration and Registration Number of the Issuer

The Issuer is registered with the Companies' Register of Milan under No. 04377700150. The Issuer is also registered with the Register of Banks held by the Bank of Italy under No. 5570 and is part of the Intesa Sanpaolo Banking Group, which is registered with the Register of Banking Groups (Albo dei Gruppi Bancari) and a member of the Interbank Deposit Protection Fund (Fondo Interbancario di Tutela dei Depositi).

4.1.3 Date of Establishment and Duration of the Issuer

The Issuer was established on 29 March 1979 by a notarial deed of the Notary public Landoaldo de Mojana (Ref. No. 100.733/11.087).

The Issuer is a company limited by shares (società per azioni) established under Italian law, and is the result of a number of reorganisations, resulting in the convergence over time of (i) the securities companies which operated under the names of Caboto Sim – Società di Intermediazione Mobiliare S.p.A. and Caboto Società di Intermediazione Mobiliare S.p.A., respectively, within the former Banca Intesa banking group, and, most recently, (ii) the pre-merger company Banca IMI S.p.A., with registered office at Corso Matteotti 6, 20121 Milan, the investment bank of the former Sanpaolo IMI banking group.

Further to the various reorganisations mentioned in paragraph (i) above, these companies merged into a single company, Banca Primavera S.p.A., duly authorised by the Bank of Italy and, following the change of its corporate name to Banca Caboto S.p.A., the Issuer began operating as a banking institution on 1 January 2004 under the corporate name "Banca Caboto S.p.A.".

The merger by incorporation referred to at paragraph (ii) above forms part of a broader rationalisation of the business and companies belonging to the former Banca Intesa and Sanpaolo IMI banking groups, which was launched on 1 January 2007.

In this context, the Boards of Directors of the pre-merger companies Banca Caboto S.p.A. with registered office at Piazzetta Giordano Dell'Amore 3, 20121 Milan (an investment bank belonging to the former Banca Intesa banking group) and Banca IMI S.p.A., with registered office at Corso Matteotti 6, 20121 Milan (an investment bank belonging to the former Sanpaolo IMI banking group), meeting on 14 May 2007 and on 15 May 2007, respectively, approved the project for the merger by incorporation of the pre-merger company Banca IMI S.p.A. into the pre-merger company Banca Caboto S.p.A.

The extraordinary shareholders' meeting of 30 July 2007 resolved, among other things, to approve the project for the merger by incorporation of Banca d'Intermediazione Mobiliare IMI S.p.A., in abbreviated form Banca IMI S.p.A., with registered office at Corso Matteotti 6, 20121 Milan, into Banca Caboto S.p.A., with an increase in the share capital of Banca Caboto S.p.A., with effect from the merger date, of EUR 180,000,000, for the purposes of the merger, via the issue of 180,000,000 shares with no nominal value to be allocated to the sole shareholder, Intesa Sanpaolo S.p.A.

Specifically, the meeting resolved upon an increase in the nominal share capital, from EUR 482,464,000 to EUR 662,464,000, via a capital allocation of EUR 180,000,000 to the shareholders' equity of the incorporating company from the equity of the incorporated company, as stated in the balance sheet as at 31 December 2006.

On 21 September 2007, the merger became effective, by which Banca IMI S.p.A. was incorporated into Banca Caboto S.p.A., and the latter changed its legal name to Banca IMI S.p.A., abbreviated to IMI S.p.A.

The duration of the Issuer is until 31 December 2050 and may be extended by an extraordinary resolution of the shareholders' meeting, passed with the quorum provided for by law.

4.1.4 Important Information relating to the Issuer

The Issuer is an Italian bank established as a company limited by shares (società per azioni). The registered and administrative office of the Issuer is at Piazzetta Giordano Dell'Amore 3, 20121 Milan, tel: 02.7261.1. The Issuer has offices in Rome, Viale dell'Arte 25, 00144 Rome; a branch in London, at 90 Queen Street, London EC4N 1SA, United Kingdom; and a branch in Athens, at 11, Evripidou Street, 105 61 Athens, established on 30 August 2007.

The Issuer is incorporated and carries out its business under Italian law. The Courts of Milan have jurisdiction in respect of any disputes.

The Issuer, both as a bank and as a member of the Intesa Sanpaolo banking group, is subject to the Bank of Italy's prudential supervision. The Issuer is also subject to the management and co- ordination of its sole shareholder, Intesa Sanpaolo S.p.A.

4.1.5 Key recent events in the development of the Issuer's business that are material for an assessment of its solubility

No key events have recently occurred in the development of the Issuer's business that may reasonably be deemed material for an assessment of its solvency.

4.1.6 Rating of the Issuer

Banca IMI was assigned by Moody's Investors Service a long-term rating (long-term bank deposit) of Aa314, a financial strength rating of C+15 and a short-term liabilities rating of P-116; it was

14 The long-term rating assigned to the Issuer by Moody's is "Aa3" and indicates high-quality bonds. It differs from the higher category "Aaa" in that it refers to bonds with more restricted or less stable margins or which are exposed to higher risks in the long term. The "3" element of the rating specifies the position within the rating class (1 being the best quality and 3 the worst). In particular, code Aa is the second level of judgement on a scale of nine rating levels (in order of decreasing solubility: Aaa; Aa; A; Baa; Ba; B; Caa; Ca and C). In each category between Aa and Caa, further differentiation is possible, on a scale of 1 to 3; in particular, grade Aa3 is the lowest rating within category Aa. Further information on the levels of rating assigned by Moody's may be found on the website www.moodys.com. 15 C is the third rating level on a five-level rating scale (in order of decreasing solubility: A; B; C; D and E) and refers to the company's financial strength. Within each of the above-mentioned levels, further differentiation is possible in relation to specific cases which are considered to be intermediate between two rating levels: in particular, the plus sign (+) means that the relevant rating is approaching a higher level. Further information on the levels of rating assigned by Moody's may be found on the website www.moodys.com. 16 The short-term rating assigned to the Issuer by Moody's is "P-1" and indicates a greater ability to pay bonds in the short term. In particular, code P–1 (Prime –1) is the maximum rating level, on a four-level rating scale (in order of decreasing solubility: P-1; P-2; P-3 and Not Prime). Further information on levels of rating assigned by Moody's may be found on the website www.moodys.com.

assigned by Standard & Poor's Rating Services a long-term ratingof AA-17 and a short-term rating of A-1+18 and by Fitch Ratings a long-term rating of AA-19 and a short-term rating of F1+20

5. OVERVIEW OF ACTIVITIES

5.1 Main Activities

5.1.1 Description of the nature of the Issuer's activities and of its main activities

Banca IMI S.p.A., an investment bank belonging to the Intesa Sanpaolo banking group, is one of the main Italian financial operators and is the result of an integration which is part of a broader rationalisation of the business and companies belonging to the former Banca Intesa and Sanpaolo IMI banking groups.

The Issuer is the company resulting from the merger by incorporation of Banca IMI S.p.A., with registered office at Corso Matteotti 6, 20121 Milan (an investment bank belonging to the former Sanpaolo IMI banking group) with Banca Caboto S.p.A., with registered office at Piazzetta Giordano Dell'Amore 3, 20121 Milan (an investment bank belonging to the former Banca Intesa banking group).

Besides Italy, where it has its headquarters in Milan and offices in Rome, Banca IMI is also active in London, Athens and Luxembourg, through its subsidiary IMI Investments, as well as in New York, through its subsidiary Banca IMI Securities Corp.

The main objective of Banca IMI is the maintenance and strengthening of its capital markets and investment banking business in order to consolidate its leadership in Italy and selectively expand its presence at international level. It aims to offer its clients a full range of products and services, tailored to best meet their needs and to represent a point of reference for the Intesa Sanpaolo banking group (the "Intesa Sanpaolo Group") in respect of products offered. Banca IMI works closely with the relationship management units of the Corporate and Investment Banking division and with other relationship management units and companies within the Intesa Sanpaolo Group.

The business is organised into two major sectors, Capital Markets and Investment Banking.

Accordingly, Banca IMI's business includes all activities closely linked to the primary and secondary markets (market-making, securities dealing and trading, risk management, Equity Capital Markets and Debt Capital Markets) and all investment banking activities (M&A and Structured Finance) that were carried out by the pre-merger company Banca IMI S.p.A. with registered office at Corso

17 The long-term rating assigned to the Issuer by Standard & Poor's is "AA-" and indicates a very high ability to meet obligations to pay principal and interest. It differs from that of the higher category "AAA" only marginally. The minus sign "-" specifies a position within the rating class. In particular, code AA is the second rating level, on a ten-level scale (in order of decreasing solubility: AAA; AA; A, BBB; BB; B; CCC; CC; C and D). The ratings included in categories from AA to CCC may be modified by adding a "+" or a "-" to indicate the relative value within the category. Code AA- refers to the lowest rating within category AA. Further information on the levels of rating assigned by Standard & Poor's may be found on the website www.standardandpoors.com. 18 The short-term rating assigned to the Issuer by Standard & Poor's is "A-1+" and indicates a high ability to pay interest punctually and to repay principal on the agreed due date. The plus sign "+" means a particularly high level of security. In particular, code A–1+ is the highest rating level on a nine-level rating scale (in order of decreasing solubility: A-1; A-2; A-3; B; B-1; B-2; B-3; C and D). The addition of the plus sign "+" means that the Issuer's ability to perform its financial obligations is "extremely strong". Further information on the levels of rating assigned Standard & Poor's s may be found on the website www.standardandpoors.com. 19 The long-term rating assigned to the issuer by Fitch Ratings is "AA-" and indicates a very strong ability (unlikely to be subject to events which are foreseeable as at today's date) to meet assumed financial undertakings punctually. In particular, code AA is the second rating level on a twelve-level scale (in order of decreasing solubility: AAA; AA; A, BBB; BB; B; CCC;CC; C; DDD; DD and D). The ratings included in categories from AA to CCC may be modified by adding a plus sign "+" or a minus sign "-" to indicate the relative value within the category. Code AA- is the lowest rating within category AA. Further information on the levels of rating assigned by Fitch Ratings may be found on the website www.fitchratings.com. 20 The short-term rating assigned to the Issuer by Fitch Ratings is "F1+" and means an excellent creditworthiness and an excellent ability to meet assumed financial undertakings punctually. In particular, code F1+ is the highest rating level on a seven-level scale (in order of decreasing solubility: F1+; F1; F2; F3; B; C and D). Further information on the levels of rating assigned by Fitch Ratings may be found on the website www.fitchratings.com.

Matteotti 6, 20121 Milan, together with the additional activities of the Investment Banking division of the parent company Intesa Sanpaolo S.p.A. The transfer of the latter activities to Banca IMI is expected to be completed during 2008, as detailed in Chapter 7, Paragraph 7.2 below. Following this transfer, the investment banking business will consist of the following divisons:

(i) Advisory and Primary Markets, (ii) Leveraged & Acquisition Finance, (iii) Project & Industry Specialised Lending, (iii) Real Estate, (iv) Special Financing, (v) Securitization & Risk Transfer, with recourse to the following divisions: (a) Market Development, (b) Loan Agency and (c) Syndication.

In terms of staff organisation, Banca IMI directly maintains certain "governance and support" functions, such as Administration, Planning and Control, Human Resources and Organisation, Loans, Legal and Corporate Secretariat, and enters into specific services agreements with the parent company Intesa Sanpaolo S.p.A. for the remaining support functions.

5.1.2 Main markets

The Issuer is mainly active in investment banking in the Italian market and, to a lesser extent, in E.U. and U.S. markets.

5.1.3 Statements on the Competitive Position of the Issuer

This Registration Document does not contain any statements of the Issuer on its competitive position.

6. ORGANISATIONAL STRUCTURE

6.1 The Group and the Position of the Issuer within the Group

The Issuer is a company belonging to the Intesa Sanpaolo Group. It is subject to the management and co-ordination of its sole shareholder, Intesa Sanpaolo S.p.A., the parent company of the Intesa Sanpaolo Group.

As at 30 June 2007, the Intesa Sanpaolo Group had total assets of EUR 603,105 million and shareholders' equity of EUR 52,806 million. Direct inflows from customers were EUR 374,427 million, and indirect inflows from customers were EUR 648,210. As at the same date, the Intesa Sanpaolo Group had 97,728 employees, 4,277 financial promoters and 7,536 branches.

The Intesa Sanpaolo Group is the result of the merger, launched on 1 January 2007, of Sanpaolo IMI S.p.A. with Banca Intesa S.p.A. The former Banca Intesa banking group, prior to the merger, was the result of a series of mergers, having been brought into existence in 1998 as a result of the merger of Cariplo and Ambroveneto, followed in 1999 by the public exchange offer for 70 per cent. of Banca Commerciale Italiana, which was merged by incorporation in 2001. The former Sanpaolo IMI group was the result of the merger of Istituto Bancario San Paolo di Torino and Istituto Mobiliare Italiano in 1998, and of the subsequent integration of Banco di Napoli, in 2000, and of Gruppo Cardine, in 2002.

The merger of Sanpaolo IMI S.p.A. and Banca Intesa S.p.A., in the context of rapid consolidation in the Italian banking sector, is consistent with the history and strategy of the two banking groups, which both have a track record of growth through integration and of achieving excellent results.

The structure of the Intesa Sanpaolo Group and the position occupied by the Issuer within the Intesa Sanpaolo Group, as at 1 October 2007, is set out below:

Central Group Finance Management

Corporate & Public Finance Investment Italian Banks Overseas Banks Banking

Banca Intesa Banca IMI Banca Intesa American Bank of Banca Fideuram Infrastrutture Albania - ABA Sviluppo Banca Intesa Sanpaolo Eurizon Capital Sgr

France Banca Italo Banca OPI Banca di Trento e Albanese - BIA EurizonTutela IMI Investimenti Bolzano Banka Koper EurizonVita Intesa Bank Irele Biverbanca Banca Intesa Intesa Cassa dei Risparmi Beograd Mediofactoring di Forlì e della Romagna Bank of Alexeria - Intesa Sanpaolo BoA Bank Irele Cassa di Risparmio di Padova e Rovigo Central-European Société International Bank Européenne Cassa di Risparmio - CIB de Banque di Venezia

Inter-Europa Bank Zao Banca Intesa Cassa di Risparmio in Bologna KMB Bank

Friulcassa Panonska Banka

Intesa Casse del Privredna Banka Centro Zagreb - PBZ

Sanpaolo Banca Sanpaolo IMI dell'Adriatico Bank Romania

Sanpaolo UPI Banka Banco di Napoli Vseobecna Uverova Banka - VUB

Banca CIS

Intesa Leasing

Intesa Mediocredito

Intesa Previdenza

Intesa Sanpaolo Private Banking

IntesaTrade

NEOS Banca

Sanpaolo Bank Luxembourg

Sanpaolo Fiduciaria

Sanpaolo Leasint

Setefi

Sirefid

6.2 Dependence on other entities within the Group

Other than the Issuer's being a company subject to the management and co-ordination of the parent company of the Intesa Sanpaolo Group and its sole shareholder, Intesa Sanpaolo S.p.A., the Issuer is not dependant on other entities within the Intesa Sanpaolo Group, given that its business is not for the most part carried out with counterparties from within the Intesa Sanpaolo Group.

7. INFORMATION ON EXPECTED TRENDS

7.1 Material adverse changes in the Issuer's prospects from the date of the latest published Audited Financial Statements

There has been no material adverse change in the Issuer's prospects since the date of its most recent published audited financial statements.

7.2 Information on trends, uncertainties, requests, undertakings or facts that might materially affect the Issuer's prospects for the current financial year

The Issuer's business areas were determined in the broader context of the merger of the pre-merger companies Banca IMI S.p.A., with registered office at Corso Matteotti 6, 20121 Milan, and Banca Caboto S.p.A., with registered office at Piazzetta Giordano Dell'Amore 3, 20121 Milan, in respect of which on 30 July 2007 the extraordinary shareholders' meetings of both companies resolved, inter alia, to approve the project for the merger by incorporation of Banca d'Intermediazione Mobiliare IMI S.p.A., in abbreviated form Banca IMI S.p.A., with registered office at Corso Matteotti 6, 20121 Milan, into Banca Caboto S.p.A., with registered office at Piazzetta Giordano Dell'Amore 3, 20121 Milan. For further information, please refer to Chapter 4, Paragraph 4.1.3 above. These business areas not only include those activities linked to the primary and secondary markets and those investment banking activities (M&A and Structured Finance) that were carried out by the pre-merger company Banca IMI S.p.A., with registered office at Corso Matteotti 6, 20121 Milan, but will also include additional activities carried out by the Investment Banking division of the parent company Intesa Sanpaolo S.p.A., the transfer of which to the Issuer is expected to be completed during 2008 (for further information, please refer to Chapter 5, Paragraph 5.1 above).

8. FORECAST OR ESTIMATED PROFITS

This Registration Document does not contain any profit forecasts or estimates for the Issuer and these are not otherwise provided by the Issuer.

9. ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES

9.1 Information on the Administrative, Management and Supervisory Bodies

9.1.1 Board of Directors

The Issuer's Board of Directors is composed, pursuant to the by-laws of the Issuer, of a minimum of seven and a maximum of eleven members appointed by the shareholders of Banca IMI S.p.A.

The current Board of Directors of Banca IMI S.p.A. is composed of eleven members.

The following table specifies the name, position, powers of attorney granted, end of term of office and the main activities carried out outside the Issuer (if relevant with regard to the Issuer) of the members of the Board of Directors:

NAME, SURNAME POWERS OF END OF TERM OF MAIN ACTIVITIES AND POSITION ATTORNEY OFFICE CARRIED OUT OUTSIDE THE ISSUER WHERE RELEVANT WITH REGARD TO THE ISSUER

Member of the Approval of the financial Management Board of Emilio Ottolenghi – statements as at 31 parent company Intesa Chairman December 2009 Sanpaolo S.p.A.

Approval of the financial Giangiacomo Nardozzi statements as at 31 – - Deputy December 2009

- Head of the Corporate & Investment Banking Division of parent company Intesa Sanpaolo S.p.A.- Gaetano Miccichè Approval of the financial Member of the Board of Managing Director & – statements as at 31 Directors of Banca Chief Executive Officer December 2009 Intesa Infrastrutture e Sviluppo S.p.A. -Member of the Board of Directors of Telecom Italia S.p.A.

Approval of the financial Massimo Mattera Board statements as at 31 – - Member December 2009

Member of the Approval of the financial Marcello Sala Management Board of – statements as at 31 Board Member parent company Intesa December 2009 Sanpaolo S.p.A.

Approval of the financial Giuliano Asperti Board statements as at 31 – - Member December 2009

Approval of the financial Carlo Messina statements as at 31 – - Board Member December 2009

General Manager deputy of the Managing Approval of the financial Pietro Modiano Director of parent – statements as at 31 Board Member company Intesa December 2009 Sanpaolo S.p.A.

Approval of the financial Luca Galli statements as at 31 – - Board Member December 2009

Approval of the financial Stefano Del Punta Board statements as at 31 – - Member December 2009

Chairman of Cassa di Approval of the financial Aureliano Benedetti Risparmio di Firenze – statements as at 31 Board Member S.p.A. December 2009

The Board of Directors was appointed by the shareholders' meeting held on 26 September 2007.

For the purposes of their positions at Banca IMI S.p.A., the members of the Board of Directors set out above are domiciled at the offices of Banca IMI, Piazzetta Giordano Dell'Amore 3, 20121 Milan.

As at the date hereof, no Executive Committee has been appointed.

9.1.2 Managing Director & Chief Executive Officer

Gaetano Miccichè, born in Palermo on 12 October 1950, has held the position of Managing Director of the Issuer since 1 October 2007 and will do so until the end of his term of office, as specified in the above table (approval of the financial statements as at 31 December 2009).

9.1.3 General Manager

Andrea Munari, born in Treviso on 18 August 1962, has held the position of General Manager of the Issuer since 1 October 2007. His appointment is for an undetermined period of time.

9.1.4 Board of Statutory Auditors

The Board of Statutory Auditors of Banca IMI S.p.A. is composed, pursuant to the by-laws of the Issuer, of three standing statutory auditors and two alternate statutory auditors. The current Board of Statutory Auditors of Banca IMI S.p.A. was appointed by the shareholders' meeting held on 26 September 2007 and is composed of three standing statutory auditors and two alternate statutory auditors.

The following table specifies the name, position, end of term of office and the main activities carried out outside the Issuer (if relevant with regard to the Issuer) of the members of the Board of Statutory Auditors:

NAME, SURNAME AND END OF TERM OF OFFICE MAIN ACTIVITIES POSITION CARRIED OUT OUTSIDE THE ISSUER WHERE RELEVANT WITH REGARD TO THE ISSUER Gianluca Ponzellini Approval of the financial Supervisory Director of parent Chairman statements as at 31 December company Intesa Sanpaolo 2009 S.p.A. Stefania Mancino Approval of the financial Standing statutory auditor statements as at 31 December - 2009 Riccardo Rota Approval of the financial Standing statutory auditor statements as at 31 December - 2009 Paolo Giolla Approval of the financial Alternate statutory auditor statements as at 31 December - 2009 Andrea Paolo Colombo Approval of the financial Alternate statutory auditor statements as at 31 December - 2009

For the purposes of their positions at Banca IMI S.p.A. the members of the Board of Statutory Auditors set out above are domiciled at the offices of Banca IMI S.p.A., in Piazzetta Giordano Dell'Amore 3, 20121 Milan.

9.2 Conflicts of interest of members of the Board of Directors and the Board of Statutory Auditors

As at the date of publication of this Registration Document, based on the duties of disclosure of directors and statutory auditors pursuant to article 2391 of the Italian civil code, the Issuer is not aware of any potential conflicts of interest between the obligations of the directors to the Issuer, as set out at paragraph 9.1, and their private obligations and/or interests.

10. MAIN SHAREHOLDERS

10.1 Entity controlling the Issuer

Intesa Sanpaolo S.p.A. holds directly 100 per cent. of the Issuer's fully subscribed and paid up share capital of EUR 662,464,000, divided into 662,464,000 ordinary shares. The shares are in registered form and undivided. Each ordinary share carries the right to one vote. Banca IMI S.p.A. is subject to the management and co-ordination of its sole shareholder, Intesa Sanpaolo S.p.A. and is a company belonging to the Intesa Sanpaolo Group, of which Intesa Sanpaolo S.p.A. is the parent company.

10.2 Agreements that may result in a change in control of the Issuer

So far as the Issuer is aware, there are no agreements that may result in a change of control of the Issuer.

11. FINANCIAL INFORMATION IN RESPECT OF THE ASSETS AND LIABILITIES, FINANCIAL SITUATION AND PROFIT AND LOSS OF THE ISSUER

11.1 Financial information relating to the financial years ending 31 December 2006 and 31 December 2005, respectively

The Issuer is the company resulting from the merger by incorporation of Banca IMI S.p.A., with registered office at Corso Matteotti n. 6, 20121 Milan (an investment bank belonging to the pre- merger Sanpaolo IMI banking group) into Banca Caboto S.p.A., with registered office at Piazzetta Giordano Dell'Amore 3, 20121 Milan (an investment bank belonging to the pre-merger Banca Intesa banking group). Such merger by incorporation became effective on 1 October 2007.

The merger by incorporation referred to above is part of a broader rationalisation of the business and companies of to the pre-merger Banca Intesa and Sanpaolo IMI banking groups, which was launched on 1 January 2007. The Intesa Sanpaolo Group resulted from the integration of the Sanpaolo IMI group and the Banca Intesa group following the merger by incorporation of Sanpaolo IMI S.p.A. (the parent company of the Sanpaolo IMI banking group) with Banca Intesa S.p.A. (the parent company of the Banca Intesa banking group), effective as of 1 January 2007.

The pre-merger company Banca IMI S.p.A.:

The balance sheet, income statement and statement of cash flows, as well as the relevant accounting principles and explanatory notes in respect of the financial years ending 31 December 2005 and 31 December 2006, respectively, together with the relevant auditors' reports, may be viewed in their complete form in the annual reports for the pre-merger company Banca IMI S.p.A. with registered office at Corso Matteotti 6, 20121 Milan, at the following pages:

Financial Information Annual report for the financial Annual report for the financial year ended at 31 December 2005 year ended at 31 December 2006

Consolidated balance pages 34-35 pages 45-46 sheet

Consolidated income page 36 page 47 statement

Consolidated statement page 38 page 50 of cash flows

Accounting principles pages 41 et seq. pages 52 et seq. and explanatory notes

Auditors' report page 162 page 189

Information on the initial application of pages 369 et seq. N/A IFRS

The pre-merger company Banca Caboto S.p.A.:

The balance sheet, income statement and statement of cash flows, as well as the relevant accounting principles and explanatory notes relating to the financial years ending 31 December 2005 and 31

December 2006, respectively, together with the relevant auditors' reports, may be viewed in their complete form in the annual reports for the pre-merger company Banca Caboto S.p.A. with registered office at Piazzetta Giordano Dell'Amore 3, 20121 Milan, at the following pages:

Annual report for the Annual report for the Financial Information financial year ended at 31 financial year ended at 31 December 2005 December 2006

Balance sheet pages 71-72 pages 52-53

Income statement page 73 page 54

Statement of changes in page 74 page 55 shareholders' equity

Statement of cash flows page 75-76 page 56-57

Accounting principles and pages 58-135 et seq. pages 59-140 et seq. explanatory notes

Auditors' report page 60-61 page 45

Information on the initial pages 60-61 N/A application of IFRS

11.2 Financial information relating to the six month periods ending 30 June 2007 and 30 June 2006

The pre-merger company Banca IMI S.p.A.:

The balance sheet, income statement and statement of cash flows, as well as the relevant accounting principles and explanatory notes, relating to the six month period ending 30 June 2007 and 30 June 2006, respectively, may be viewed in their complete form in the interim reports for the six months ending 30 June 2007 and 30 June 2006, respectively, for the pre-merger company Banca IMI S.p.A. with registered office at Corso Matteotti 6, 20121 Milan, at the following pages:

Financial Information Interim Report as at 30 June Interim Report as at 30 June 2007 2006

Consolidated balance pages 35-36 pages 28-29 sheet

Consolidated income page 37 page 30 statement

Consolidated statement of page 40 page 33 cash flows

Accounting principles pages 43 et seq. pages 35 et seq. and explanatory notes

The pre-merger company Banca Caboto S.p.A.:

The balance sheet, income statement and statement of cash flows, as well as the relevant accounting principles and explanatory notes relating to the six months ending 30 June 2007 and 30 June 2006, respectively, may be viewed in their complete form in the interim reports for the six months ending 30 June 2007 and 30 June 2006, respectively, for the pre-merger company Banca Caboto S.p.A. with registered office at Piazzetta Giordano Dell'Amore 3, 20121 Milan, at the following pages:

Financial Information Interim Report as at 30 June Interim Report as at 30 June 2007 2006

Balance sheet pages 38-39 pages 33

Income statement page 40 page 34

Statement of cash flows page 43-44 page 36-37

Accounting principles and pages 45 et seq. pages 38 et seq. explanatory notes

11.3 Documents incorporated by reference

In accordance with article 11 of Directive 2003/71/EC and article 28 of Regulation (EC) No. 809/2004, the pages set out in the tables at paragraphs 11.1 and 11.2 of the following documents, filed with CONSOB before, or simultaneously with, this Registration Document, shall be deemed to be incorporated in this Registration Document and form an integral part thereof:

(1) the audited consolidated financial statements of the pre-merger company Banca IMI S.p.A. for the financial year ending 31 December 2005, and the relevant schedules required by law;

(2) the audited consolidated financial statements of the pre-merger company Banca IMI S.p.A. for the financial year ending 31 December 2006, and the relevant schedules required by law;

(3) the unaudited consolidated interim financial statements as at 30 June 2006 of the pre-merger company Banca IMI S.p.A.;

(4) the unaudited consolidated interim financial statements as at 30 June 2007 of the pre-merger company Banca IMI S.p.A.;

(5) the audited financial statements of the pre-merger company Banca Caboto S.p.A. for the financial year ending 31 December 2005, and the relevant schedules required by law;

(6) the audited financial statements of the pre-merger company Banca Caboto S.p.A. for the financial year ending 31 December 2006, and the relevant schedules required by law;

(7) the unaudited interim financial statements as at 30 June 2006 of the pre-merger company Banca Caboto S.p.A.;

(8) the unaudited interim financial statements as at 30 June 2007 of the pre-merger company Banca Caboto S.p.A.

The above documents incorporated by reference have been filed with CONSOB and Borsa Italiana S.p.A., are available to the public at the registered office of the Issuer at Piazzetta Giordano Dell'Amore 3, Milan and may be viewed in on the website of the Issuer at www.bancaimi.it.

11.4 Audited financial information

11.4.1 Audited annual information relating to previous financial years

The financial statements of the Issuer relating to the 2005 financial year were audited by the Auditing Firm, which issued its report thereon without qualification or reservation.

The financial statements of the Issuer relating to the 2006 financial year were audited by the Auditing Firm, which issued its report thereon without qualification or reservation (*).

(*) The consolidated financial statements relating to the 2005 and 2006 financial years of the pre- merger company Banca IMI S.p.A. with registered office at Corso Matteotti 6, 20121 Milan were audited by auditing firm PriceWaterhouse Coopers S.p.A., which issued its report thereon without qualification or reservation.

11.4.2 Audited six-monthly information relating to previous financial years

The information relating to the six month periods ending 30 June 2006 and 30 June 2007, respectively, has not been audited.

11.4.3 Source of Financial Data other than the Audited Financial Statements

Save for the financial data relating to the six month periods ending 30 June 2006 and 30 June 2007 referred to in paragraph 11.2 of this Chapter, this Registration Document does not contain any financial information other than the audited financial statements as at 31 December 2005 and 31 December 2006, as specified at paragraph 11.4.1 of this Chapter.

11.4.4 Other audited information contained in the Registration Document

This Registration Document does not contain any financial information, other than that relating to the financial statements as at 31 December 2005 and 31 December 2006, that has been audited by the Issuer's auditors.

11.5 Judicial or Arbitration proceedings that may materially affect the Issuer's Performance

Except as set out below, the Issuer is not a party to any significant administrative, judicial or arbitration proceedings, either pending or, to the Issuer's knowledge, to be commenced imminently:

Parmalat Litigation

During the third quarter of 2005, following similar proceedings against various other financial intermediaries, certain companies belonging to the Parmalat group in receivership (amministrazione straordinaria), filed an action against the pre-merger company Banca IMI S.p.A., with registered office at Corso Matteotti 6, 20121 Milan, claiming damages on the grounds of the alleged liability of the company, as lead manager in a syndicate which placed certain bonds issued by the Parmalat group between the beginning of 2000 and the beginning of 2001.

The statement of claim provides that damages to be payable by the pre-merger company Banca IMI S.p.A. to the claimants should be quantified as at least EUR 1.3 billion, representing the total nominal value of the Parmalat bonds in relation to the placement of which the pre-merger company Banca IMI S.p.A. acted as lead manager.

During the third quarter of 2005, similar proceedings were commenced against the pre-merger company Banca Caboto S.p.A., whose registered office at the time was at via A. Boito 7, 20121

Milan, its parent company at the time, Banca Intesa S.p.A., and another financial intermediary outside the then Banca Intesa group, for damages in relation to their roles as (a) arrangers and dealers in respect of the Parmalat group's debt issuance programme for the years 2001 and 2002; and (b) co-lead managers participating in the placement syndicate in respect of certain bonds issued by the Parmalat group during the first six months of 2002. The total amount claimed against the Banca Intesa group under these proceedings is approximately EUR 900 million.

Negotiations are underway in relation to the above proceedings.

General Motors Corporation Litigation

In December 2005, a private investor commenced a class action against the pre-merger company Banca IMI S.p.A., with registered office at Corso Matteotti 6, 20121 Milan, in the Palm Beach county court, Florida, United States of America, for damages arising from inaccurate accounting information contained in public offering documentation filed with the U.S. Securities and Exchange Commission, in relation to certain bonds issued in the U.S. by the General Motors Acceptance Corporation and guaranteed by its parent company, General Motors Corporation, between April 2004 and March 2005. The claim was filed against both the issuer and the guarantor of the bonds and against all the members of the syndicate that guaranteed and placed the bonds, including the pre- merger company Banca IMI S.p.A., on the grounds that in accordance with applicable U.S. laws, the syndicate members were jointly liable with the issuer and the guarantor to investors.

In relation to the above, the pre-merger company Banca IMI S.p.A. had participated in two placements in November 2004, with commitments totalling USD 25 million, out of a total issue of USD 2.5 billion.

The class action was subsequently joined with similar proceedings having the same subject matter, which had been brought before the U.S. District Court for the Eastern District of Michigan.

During the second semester of 2006, the class action claimants waived their proceedings against, inter alia, the pre-merger company Banca IMI S.p.A. by voluntary dismissal without prejudice, and the parties' legal counsel agreed, inter alia, a stipulation of discontinuance without prejudice and limitations tolling agreement. The agreement did not involve any acknowledgement of liability by the pre-merger company Banca IMI S.p.A., or any waiver of rights, claims, actions or objections of the parties or any payment or promise of payment of any kind..

The class action as against the issuer or guarantor of the relevant bonds (General Motors Acceptance Corporation and General Motors Corporation, respectively) was not, however, waived by the claimants and continued against those parties. With a decision of 27 February 2007, the courts rejected the class action.

The claimants have appealed against the decision. There can be no guarantee that the judgment will not be reversed on appeal or that a similar action will not be brought by the same claimants on different grounds, or by different claimants.

Cirio Group Litigation

In early April 2007, ten companies belonging to the Cirio Group in receivership (amministrazione straordinaria) commenced legal proceedings against Intesa Sanpaolo S.p.A., the pre-merger company Banca Caboto S.p.A., and five other financial intermediaries, claiming jointly and severally damages arising from:

• the compounding of the financial difficulties of the Cirio Group, between the end of 1999 and 2003, by the issue of six bonds during the period from 2000 to 2002. These damages

were quantified, using three different criteria, as, in the first instance, EUR 2,082 million and, failing this, EUR 1,055 million or EUR 421 million;

• the loss of opportunity to bring bankruptcy claw-back actions, for undetermined amounts, as a result of the delay in the financial difficulties of the Cirio Group companies becoming known; and

• the payment of commissions in an amount of EUR 9.8 million in relation to the placement of a number of bond issues.

The pre-merger company Banca Caboto S.p.A. has responded to the claim. A date for the hearing of the case has not yet been fixed.

As at 30 June 2007, the pre-merger company Banca IMI S.p.A., with registered office at Corso Matteotti 6, 20121 Milan, had not made any provisions for litigation.

As at 30 June 2007, the Issuer had set aside an aggregate amount of EUR 19 million as provision for risks and charges.

11.6 Material changes in the financial or business situation of the Issuer

Since the end of the last financial year in respect of which audited financial information has been published, there have been no material changes in the financial or business position of the Issuer.

It should be noted that the Issuer is the company resulting from the merger by incorporation of Banca IMI S.p.A., with registered office at Corso Matteotti n. 6, 20121 Milan (an investment bank belonging to the pre-merger Sanpaolo IMI banking group) into Banca Caboto S.p.A., with registered office at Piazzetta Giordano Dell'Amore 3, 20121 Milan (an investment bank belonging to the pre- merger Banca Intesa banking group), which became effective on 1 October 2007.

The Issuer's business areas were determined in the broader context of the merger of the above- mentioned companies and the rationalisation of the business and companies belonging to the pre- merger Banca Intesa and Sanpaolo IMI banking groups. These business areas not only include those activities linked to the primary and secondary markets and those investment banking activities (M&A and Structured Finance) that were carried out by the pre-merger company Banca IMI S.p.A., with registered office at Corso Matteotti 6, 20121 Milan, but will also include additional activities carried out by the Investment Banking division of the parent company Intesa Sanpaolo S.p.A. (For further information please refer to Chapter 5, Paragraph 5.1, and Chapter 7, Paragraph 7.2 above).

12. MATERIAL CONTRACTS

The Issuer has not recently entered into any material contracts, other than during the ordinary course of its business, that may materially affect the Issuer's ability to meet its obligations to holders of securities that it has issued.

13. THIRD PARTY INFORMATION, STATEMENTS BY EXPERTS AND DECLARATIONS OF INTEREST

This Registration Document does not contain any information provided by third parties, any statements by experts, or any declarations of interest other than the Auditing Firm's report.

For further details, please see Chapter 2, "Auditors" and Chapter 11, "Financial Information in Respect of the Assets and Liabilities, Financial Situation and Profit and Loss of the Issuer", paragraph 11.4 "Audited financial information".

14. DOCUMENTS AVAILABLE TO THE PUBLIC

For the period of validity of the Registration Document, the following documents (or copies thereof) may be viewed at the archives of Borsa Italiana S.p.A. in Milan, Piazza Affari 6, and at the registered office of Banca IMI S.p.A. in Milan, Piazzetta Giordano Dell'Amore, 3:

(1) deed of incorporation and by-laws of the Issuer;

(2) this Registration Document and any supplements thereto;

(3) the audited consolidated financial statements of the pre-merger company Banca IMI S.p.A. for the financial year ending 31 December 2006, and the relevant schedules required by law;

(4) the audited financial statements of the pre-merger company Banca IMI S.p.A. for the financial year ending 31 December 2006, and the relevant schedules required by law;

(5) the audited consolidated financial statements of the pre-merger company Banca IMI S.p.A. for the financial year ending 31 December 2005, and the relevant schedules required by law;

(6) the audited financial statements of the pre-merger company Banca IMI S.p.A. for the financial year ending 31 December 2005, and the relevant schedules required by law;

(7) the unaudited consolidated interim financial statements as at 30 June 2007 of the pre-merger company Banca IMI S.p.A.;

(8) the unaudited consolidated interim financial statements as at 30 June 2006 of the pre-merger company Banca IMI S.p.A.;

(9) the audited financial statements of the pre-merger company Banca Caboto S.p.A. for the financial year ending 31 December 2006, and the relevant schedules required by law;

(10) the audited financial statements of the pre-merger company Banca Caboto S.p.A. for the financial year ending 31 December 2005, and the relevant schedules required by law;

(11) the unaudited interim financial statements as at 30 June 2007 of the pre-merger company Banca Caboto S.p.A;

(12) the unaudited interim financial statements as at 30 June 2006 of the pre-merger company Banca Caboto S.p.A.

The above documents are also available on the website of the Issuer at www.bancaimi.it.

ML: 1582226.1