Turin - Milan, April 7th2014 -The Ordinary and Extraordinary Shareholders' Meeting of Intesa Sanpaolo S.p.A. is convenedon single call, at Palazzo di Piazza San Carlo in Torino, with entrance at number 160, at 10:30 a.m. on8 May 2014, to discuss and pass resolutions on the following

Agenda:

ordinary part
1) Integration of the Legal Reserve; coverage of the loss for 2013; distribution of part of the Extraordinary Reserve to the shareholders;
2) Remuneration, Investment Plan and own shares:
a) Report on Remuneration: resolution pursuant to art. 123-ter, paragraph 6 of Legislative Decree no. 58/1998
b) Proposal for approval of the disclosure document drawn up in accordance with Article 84-bis of CONSOB Regulation no. 11971 of 14 May 1999, as subsequently amended and integrated, concerning the Investment Plan based on financial instruments of Intesa Sanpaolo S.p.A.
c) Purchase and disposal of own shares;

extraordinary part
1) Proposal for amendment of Article 5 (Share capital) of the Articles of Association, in relation to the Investment Plan based on financial instruments referred to under ordinary part 2 b) above;
2) Proposal to authorise the Management Board to increase the share capital pursuant to art. 2349, paragraph 1, and art. 2441, paragraph 8, of the Italian Civil Code for the purposes of implementing the Investment Plan based on financial instruments referred to under ordinary part 2 b) above, and consequent amendment of Article 5 (Share capital) of the Articles of Association.

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