Sanpaolo IMI invites shareholders of Banka Koper to sell

31.12.2002

ANNOUNCEMENT
Following the tender offer valid as from 30 November 2001 for
Banka Koper d.d. shares (hereinafter: the Tender Offer)

Sanpaolo IMI, Piazza San Carlo 156, Turin, Italy

Hereby gives notice to shareholders of Banka Koper d.d. that the first period for exercising put options referred to in the Tender Offer starts on 1 January 2003 and will last for the next 30 days until and including 31 January 2003.

The price per share sold on the basis of the cashed in put option (i.e. put option share price) is settled in accordance with the Tender Offer and the respective prospectus. The price calculation model will be availabe in branches of Banka Koper d.d. listed hereunder.

Pursuant to Article 8 of the Tender Offer and Section 1.7. of the respective prospectus, a shareholder of Banka Koper d.d. shall meet the following criteria in order to qualify under the call option:

1. a shareholder eligible to the call option was a shareholder of Banka Koper d.d. on 30 November 2001, and

2. a shareholder eligible to the call option accepted the said Tender Offer for at least one share but not for all shares of Banka Koper d.d. he had in his property on 30 November 2001.

SanPaolo IMI and Publikum as its Stock Exchange broker will send a letter to all shareholders eligible to the call option elaborating upon the cashing in procedure and listing the documents to be presented in order to exercise that right .

Any shareholder eligible to the call option may exercise their rights under the call option only for the shares of Banka Koper d.d. they had on 30 November 2001 minus one share used to accept the Tender Offer and minus any shares they may have sold after the expiration of the Tender Offer.

A document to prove that the shares they had on 30 November 2001 not used to accept the Tender Offer and not used for trading or to include the number of shares used for trading may be obtained from Centralno klirinško depotna družba d.d. (KDD Central Securities Clearing Corporation) at Ljubljana, Tivolska 48, during business hours, so that the applicant shall fill in the request i.e. form KDD 560/4 and shall identify himself by a valid personal document. The shareholders may send the request i.e. form KDD 560/4 also to the KDD by registered mail and shall enclose a copy of a valid personal document.

The KDD will issue the document and send it to the applicant by post in a few days.

All shareholders of Banka Koper d.d. who are eligible to call options are kindly requested to come to the branches of Banka Koper d.d. during business hours where you may present all documents required to exercise their call options.

The list of branches of Banka Koper d.d.
PE Koper
Pristaniška 14
6000 Koper

PE Izola
Drevored 1.maja 5
6310 Izola

PE Piran
Obala 114a
6320 Lucija

PE Sežana
Partizanska 50
6210 Sežana

PE Postojna
Tržaška 2
6230 Postojna

PE Ilirska Bistrica
Bazoviška 18
6250 Ilirska Bistrica

PE Maribor
Ulica Vita Kraigherja 5
2000 Maribor

PE Nova Gorica
Bevkov trg 2
5000 Nova Gorica

PE Ljubljana
Cigaletova 4
1000 Ljubljana

PE Celje
Stanetova 31
3000 Celje

PE Murska Sobota
Slovenska 27
9000 Murska Sobota

PE Novo mesto
Novi trg 5
7000 Novo mesto

Additional information may be obtained from the company Publikum, Miklošičeva 38, Ljubljana or by dialing the phone number 01/433 33 31.
SanPaolo IMI S.p.A.

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