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LUKA KOPER, d.d., Koper


Ljubljana, Koper - 21 July 2006 - By today's signing of the new Shareholders' Agreement, Intereuropa, Istrabenz, Luka Koper and SANPAOLO IMI have replaced the existing agreement to the satisfaction of all parties involved.

The new shareholders' agreement extends the effectiveness of the key components of the existing agreement for a further five-year period: the preservation of the equity holdings of the biggest Slovenian shareholders and the preservation of the current management and corporate governance model.

The new agreement also extends the validity of the put option of the Slovenian shareholders, as well as a call option in favour of SANPAOLO IMI, exercisable immediately after the expiration of the five-year-period stipulated by the agreement.

Giuseppe Cuccurese, President of the Supervisory Board of Banka Koper d.d. and Head of the International Activities of Sanpaolo IMI Group, has declared at the time of signing: »At SANPAOLO IMI we have always given great significance to having local partners such as Intereuropa, Istrabenz and Luka Koper in the shareholders' structure of Banka Koper. We have and are still working very well together in the interest of both Banka Koper and its clients, and thanks to the governance and management stability granted to the bank, Banka Koper has successfully developed its activity in a very competitive environment, more than doubling the loans to customers, and strengthening its market position during years of historical changes in the Slovenian economy and financial market. In addition, the forthcoming entry of Slovenia in the Euro-based countries, will allow Banka Koper to benefit even more by the partnership with a European player such as Sanpaolo IMI«

»Under the jointly agreed corporate governance, Banka Koper has doubled its total assets and has achieved excellent operating results over the past four years. The investment in its equity is expected to assure us a sound return also for the future, thanks to the growth plans that the bank intends to develop. Therefore, the signing of the new agreement currently represents an optimum solution for the Slovenian shareholders« commented the representative of the Slovenian shareholders and the Deputy Chairman of the Supervisory Board of Banka Koper, Andrej Lovšin.

Banka Koper's existing shareholders' structure is as follows:

SANPAOLO IMI SpA 63.9 per cent
ntereuropa, d.d. 10 per cent
Istrabenz, d.d. 10 per cent
Luka Koper, d.d. 10 per cent
Other investors 6.1 per cent


The Management Board


Date: 24. 7. 2006