press release buyback announcement intesa ... - InvestireOggi

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED
STATES OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED OR RESIDENT IN ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
PRESS RELEASE
BUYBACK ANNOUNCEMENT
INTESA SANPAOLO ANNOUNCES AN INVITATION TO HOLDERS OF
SUBORDINATED NOTES AND SENIOR NOTES TO SUBMIT OFFERS
TO SELL THEIR NOTES TO INTESA SANPAOLO
Milan, Turin, July 18 th 2012 – Intesa Sanpaolo S.p.A. (“Intesa Sanpaolo” or the “Purchaser”) announced
today an invitation to holders (the “Holders”) of the following Subordinated Notes and Senior Notes issued
(or guaranteed) by Intesa Sanpaolo (together, the “Notes”) to submit offers to sell their Notes to the
Purchaser for cash at the Purchase Price (the “Invitation”).
The Invitation will enable Intesa Sanpaolo to optimise the composition of its regulatory capital through the
increase in its Core Tier 1 capital as a result of the capital gain arising from the purchase of Notes tendered
at prices below par. Furthermore the Invitation gives the Holders the possibility to realise their investments
in the Notes at prices higher than the prevailing market prices during the period prior to announcement of
the Invitation.
Subordinated Notes
Description of the Notes Type ISIN
Principal
amount upon
issue (1)
Rate of
Interest to
First Call
Date/
Rate of
Interest
First Call
Date (2)
Rate of
Interest
from First
Call Date
Maturity
Date (2)
Denomination
Purchase
Price
Order
of
Priority
€1,250,000,000 8.047 per cent.
Fixed to Floating Rate Perpetual
Subordinated Notes issued by
Intesa Sanpaolo S.p.A. (the
“8.047% Perpetual Notes”)
Tier 1 XS0371711663 €795,800,000
8.047%
p.a.
20 June
2018
3-month
Euribor +
4.10 %
p.a.
Perpetual €50,000 82.00% 1
€1,500,000,000 8.375 per cent.
Fixed to Floating Rate Perpetual
Subordinated Notes issued by
Intesa Sanpaolo S.p.A. (the
“8.375% Perpetual Notes”)
Tier 1 XS0456541506 €1,006,250,000
8.375%
p.a.
14
October
2019
3-month
Euribor +
6.871 %
p.a.
Perpetual €50,000 84.00% 1
€1,000,000,000 9.5 per cent.
Fixed Rate Resettable Perpetual
Subordinated Notes issued by
Intesa Sanpaolo S.p.A. (the
“9.5% Perpetual Notes”)
Tier 1 XS0545782020 €722,100,000 9.5% p.a.
1 June
2021
5-year mid
market
swap rate
+ 7.57%
p.a. (3) Perpetual €50,000 90.00% 1
€500,000,000 Fixed/Floating Rate
Callable Subordinated Notes due
2020 issued by Sanpaolo IMI
S.p.A. (now Intesa Sanpaolo
S.p.A.) (the “Fixed/Floating
Rate Callable Notes due 2020”)
Lower
Tier 2
XS0213101230 €500,000,000 3.75% p.a.
2 March
2015
3-month
Euribor +
0.89% p.a.
2 March
2020
€50,000 80.00% 2

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED
STATES OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED OR RESIDENT IN ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
£165,000,000 Lower Tier II Fix
Floater Callable Subordinated
Notes due 2024 issued by
Sanpaolo IMI S.p.A. (now Intesa
Sanpaolo S.p.A.) (the “Fix
Floater Callable Notes due
2024”)
Lower
Tier 2
XS0188046543 £165,000,000
5.625%
p.a.
18 March
2019
3-month
Sterling
Libor +
1.125%
p.a.
18 March
2024
£1,000 84.00% 2
€1,500,000,000 5.00 per cent.
Lower Tier II Subordinated Notes
due 2019 issued by Intesa
Sanpaolo S.p.A. (the “5.00%
Notes due 2019”)
Lower
Tier 2
XS0452166324 €1,500,000,000 5.00% p.a. n.a. n.a.
23
September
2019
€50,000 93.00% 2
€1,250,000,000 5.15 per cent.
Lower Tier II Subordinated Notes
due 16 July 2020 issued by Intesa
Sanpaolo S.p.A. (the “5.15%
Notes due 2020”)
Lower
Tier 2
XS0526326334 €1,250,000,000 5.15% p.a. n.a. n.a.
16 July
2020
€50,000 92.50% 2
€1,250,000,000 6.625 per cent.
Upper Tier II Subordinated Notes
due 2018 issued by Intesa
Sanpaolo S.p.A. (the “6.625%
Notes due 2018”)
Upper
Tier 2 XS0360809577 €1,250,000,000
6.625%
p.a.
n.a.
n.a.
8 May
2018
€50,000 98.50% 2
£250,000,000 Lower Tier II
Subordinated Fixed to Floating
Rate Notes due November 2017
issued by Intesa Sanpaolo S.p.A.
(the “Fixed to Floating Rate
Notes due 2017”)
Lower
Tier 2
XS0324790657 £250,000,000
6.375%
p.a.
12
November
2012
3-month
Sterling
Libor +
1.35% p.a
12
November
2017
£50,000 96.50% 3
€750,000,000 Floating Rate
Subordinated Notes due 2018
issued by Sanpaolo IMI S.p.A.
(now Intesa Sanpaolo S.p.A.) (the
“Floating Rate Notes due 2018”)
Lower
Tier 2
XS0243399556 €750,000,000
3-month
Euribor +
0.25% p.a.
20
February
2013
3-month
Euribor +
0.85% p.a.
20
February
2018
€50,000 (4) 86.00% 3
€1,000,000,000 Lower Tier II
Subordinated Fixed to Floating
Rate Notes due 2018 issued by
Intesa Sanpaolo S.p.A. (the
“Fixed to Floating Rate Notes
due 2018”)
Lower
Tier 2
XS0365303675 €1,000,000,000 5.75% p.a
28 May
2013
3-month
Euribor +
1.98% p.a.
28 May
2018
€50,000 91.50% 3
€500,000,000 Fixed/Floating Rate
Callable Lower Tier II
Subordinated Notes due 2018
issued by Sanpaolo IMI S.p.A.
(now Intesa Sanpaolo S.p.A.) (the
“Fixed/Floating Rate Callable
Notes due 2018”)
Lower
Tier 2
XS0258143477 €500,000,000
4.375%
p.a.
26 June
2013
3-month
Euribor +
1.00% p.a.
26 June
2018
€50,000 86.50% 3
(1) In the case of the Tier 1 Notes only, represents their principal amount upon issue less such Tier 1 Notes purchased and in case cancelled pursuant to
their terms and conditions in the context of the cash tender offer carried out by the Purchaser in February 2012. To the best of its knowledge, the
Purchaser and its subsidiary Banca IMI S.p.A. beneficially owned, as of 17 July 2012, approximately €284,050,000 (equivalent) in aggregate
principal amount of Subordinated Notes.
(2) Subject to business day adjustment, in accordance with the terms and conditions of the relevant Notes.
(3) Commencing on 1 June 2016, interest rate reset every five years to 5-year mid market swap rate + 7.57% p.a..
(4) For so long as the Notes are represented by a Global Note, the Notes shall be tradable in minimum nominal amounts of €50,000 and integral multiples
of €1,000 in addition thereto.
2

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED
STATES OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED OR RESIDENT IN ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
Senior Notes
Description of the Notes
ISIN
Principal
amount upon
issue (1)
Rate of
Interest
Maturity
Date (2)
Denomination
Purchase
Price
Order
of
Priority
€1,250,000,000 Floating Rate Notes due 2013
issued by Sanpaolo IMI S.p.A. (now Intesa
Sanpaolo S.p.A.) (the “FRNs due March
2013)
XS0246688435 €1,250,000,000
3-month
Euribor +
0.10% p.a.
15 March
2013
€50,000 (3) 98.45% 1
€1,000,000,000 Floating Rate Notes due 2013
issued by Banca Intesa S.p.A. (now Intesa
Sanpaolo S.p.A.) (the “FRNs due April
2013”)
XS0249278655 €1,000,000,000
3-month
Euribor +
0.175% p.a.
11 April
2013
€50,000 98.30% 1
€1,500,000,000 4.000 per cent. Senior Notes
due 8 August 2013 issued by Intesa Sanpaolo
Bank Ireland Plc and guaranteed by Intesa
Sanpaolo S.p.A. (the “4.000% Notes due
2013”)
XS0742590739 €1,500,000,000 4.000% p.a.
8 August
2013
€100,000 100.35% 1
€800,000,000 3.5 per cent. Senior Notes due
27 November 2013 issued by Intesa Sanpaolo
S.p.A. (the “3.5% Notes due 2013”)
XS0630360997 €800,000,000 3.5% p.a.
27
November
2013
€100,000 99.75% 1
€1,250,000,000 5.375 per cent. Notes due
2013 issued by Intesa Sanpaolo S.p.A. (the
“5.375% Notes due 2013”)
XS0405713883 €1,250,000,000 5.375% p.a.
19
December
2013
€50,000 102.25% 1
€1,000,000,000 Floating Rate Notes due 2014
issued by Intesa Sanpaolo S.p.A. (the “FRNs
due 2014”)
XS0291639440 €1,000,000,000
3-month
Euribor +
0.12% p.a.
19 March
2014
€50,000 94.50% 1
€2,000,000,000 Floating Rate Notes due May
2014 issued by Intesa Sanpaolo S.p.A. (the
“FRNs due May 2014”)
XS0624833421 €2,000,000,000
3-month
Euribor +
1.10% p.a.
12 May
2014
€100,000 94.45% 1
€1,100,000,000 Floating Rate Notes due
October 2014 issued by Banca Intesa S.p.A.
(now Intesa Sanpaolo S.p.A.) (the “FRNs due
October 2014”)
XS0201271045 €1,100,000,000
3-month
Euribor +
0.20% p.a.
1 October
2014
€1,000 92.45% 1
€1,000,000,000 3.375 per cent. Notes due 19
January 2015 issued by Intesa Sanpaolo
S.p.A. (the 3.375% Notes due 2015)
XS0478285389 €1,000,000,000 3.375% p.a.
19 January
2015
€50,000 97.10% 1
€650,000,000 3.875% Notes due 2015 issued
by Banca Intesa S.p.A. (now Intesa Sanpaolo
S.p.A.) (the “3.875% Notes due 2015”)
XS0215743252 €650,000,000 3.875% p.a.
1 April
2015
€50,000 97.85% 1
€500,000,000 Floating Rate Notes due 2015
issued by Banca Intesa S.p.A. (now Intesa
Sanpaolo S.p.A.) (the FRNs due 2015)
XS0233436731 €500,000,000
3-month
Euribor +
0.175% p.a.
27
October
2015
€50,000 86.65% 2
€1,200,000,000 4.125 per cent. Senior Notes
due 14 January 2016 issued by Intesa
Sanpaolo S.p.A. (the “4.125% Notes due
2016”)
XS0577347528 €1,200,000,000 4.125% p.a.
14 January
2016
€100,000 97.30% 2
€1,500,000,000 3.75 per cent. Notes due 23
November 2016 issued by Intesa Sanpaolo
S.p.A. (the “3.75% Notes due 2016”)
XS0467864160 €1,500,000,000 3.75% p.a.
23
November
2016
€50,000 94.60% 2
3

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED
STATES OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED OR RESIDENT IN ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
€750,000,000 Floating Rate Notes due 2016
issued by Banca Intesa S.p.A. (now Intesa
Sanpaolo S.p.A.) (the “FRNs due 2016”)
XS0278803712 €750,000,000
3-month
Euribor +
0.175% p.a.
20
December
2016
€50,000 82.40% 2
€1,000,000,000 5.000 per cent. Senior Notes
due 28 February 2017 issued by Intesa
Sanpaolo S.p.A. (the “5.000% Notes due
2017”)
XS0750763806 €1,000,000,000 5.000% p.a.
28
February
2017
€100,000 98.95% 2
€1,250,000,000 Floating Rate Notes due 2017
issued by Intesa Sanpaolo S.p.A. (the “FRNs
due 2017”)
XS0300196879 €1,250,000,000
3-month
Euribor +
0.15% p.a.
18 May
2017
€50,000 80.50% 2
€1,450,000,000 4.75 per cent. Notes due 2017
issued by Intesa Sanpaolo S.p.A. (the “4.75%
Notes due 2017”)
XS0304508921 €1,450,000,000 4.75% p.a.
15 June
2017
€50,000 97.70% 2
€1,500,000,000 4.00 per cent. Senior Notes
due 8 November 2018 issued by Intesa
Sanpaolo S.p.A. (the “4.00% Notes due
2018”)
XS0555977312 €1,500,000,000 4.00 % p.a.
8
November
2018
€100,000 91.60% 2
€1,500,000,000 4.125 per cent. Notes due 14
April 2020 issued by Intesa Sanpaolo S.p.A.
(the “4.125% Notes due 2020”)
XS0500187843 €1,500,000,000 4.125 % p.a.
14 April
2020
€50,000 89.10% 2
£350,000,000 5.25 per cent. Notes due 28
January 2022 issued by Intesa Sanpaolo
S.p.A. (the “5.25% Notes due 2022”)
XS0481342896 £350,000,000 5.25% p.a.
28 January
2022
£50,000 84.65% 2
(1) To the best of its knowledge, the Purchaser and its subsidiary Banca IMI S.p.A. beneficially owned, as of 17 July 2012, approximately €957,715,385
(equivalent) in aggregate principal amount of Senior Notes.
(2) Subject to business day adjustment, in accordance with the terms and conditions of the relevant Notes.
(3) And integral multiples of €1,000 in addition thereto.
The Invitation – already approved by the Bank of Italy in respect of the repurchase of the Subordinated
Notes – is carried out in Italy as an exempt offer pursuant to article 101-bis, paragraph 3-bis, of Legislative
Decree No. 58 of 24 February 1998, as amended and supplemented, and article 35-bis, paragraph 4 of
CONSOB Regulation No. 11971 of 14 May 1999, as amended and supplemented.
The terms and conditions of the Invitation are indicated in the invitation for offers dated 18 July 2012 (the
“Invitation for Offers”). Copies of the Invitation for Offers are available from the Tender Agent whose
contact details are indicated below.
Summary details of the Invitation are set forth below.
4

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED
STATES OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED OR RESIDENT IN ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
Purchase Price and Accrued Amount
The price to be paid by the Purchaser to each Holder who validly submits an offer to sell its Notes
pursuant to the Invitation and whose Offer is – subject to application of the relevant Order of Priority and
scaling of the Offers, if applicable - accepted by the Purchaser (such amount, in respect of each Series of
Notes, the “Purchase Price”) is set out in the tables above.
In addition, Holders whose Notes are accepted for purchase will receive, on the Settlement Date, an
amount in cash equal to the accrued interest in respect of such Notes from (and including) the interest
payment date immediately preceding the Settlement Date of the Invitation to (but excluding) the
Settlement Date of the Invitation.
Final Acceptance Amount, Order of Priority and scaling of Offers
The Purchaser currently proposes to accept to purchase pursuant to the Invitation:
- up to an amount to be determined taking into account the Purchase Price of the Subordinated Notes of
each relevant Series, such that the Total Purchase Price to be paid by the Purchaser for all Subordinated
Notes accepted for purchase by the Purchaser shall not exceed €1,000,000,000 (calculated using the
Sterling equivalent, as applicable) (the final aggregate principal amount of all Subordinated Notes
accepted for purchase pursuant to the Invitation being the “Subordinated Notes Final Acceptance
Amount”); and
- up to an amount to be determined taking into account the Purchase Price of the Senior Notes of each
relevant Series, such that the Total Purchase Price to be paid by the Purchaser for all Senior Notes
accepted for purchase by the Purchaser shall not exceed the sum of (a) €500,000,000 and (b) the
Adjustment Amount(as defined below), if any (calculated using the Sterling equivalent, as applicable)
(the final aggregate principal amount of all Senior Notes accepted for purchase pursuant to the Invitation
being the “Senior Notes Final Acceptance Amount”).
In the event that the Total Purchase Price for all Subordinated Notes validly offered pursuant to the Invitation
and accepted for purchase by the Purchaser is less than €1,000,000,000, the Purchaser may, in its discretion,
determine to allocate such difference towards accepting to purchase Senior Notes validly offered pursuant to
the Invitation (the amount so allocated is referred to herein as the “Adjustment Amount”).
In the event that valid Offers are received in respect of an aggregate principal amount of all Subordinated
Notes or, as applicable, Senior Notes, that is greater than the Subordinated Notes Final Acceptance Amount
or the Senior Notes Final Acceptance Amount, as applicable, the Purchaser will accept such valid Offers in
the order of priority indicated in the tables above, subject to allocation of the Subordinated Notes Final
Acceptance Amount between each Series of Subordinated Notes and the Senior Notes Final Acceptance
Amount between each Series of Senior Notes, in each case, that rank equally in the applicable Order of
Priority at the Purchaser’s discretion and the scaling of Offers (if any), all in the manner described in the
section “Invitation – Final Acceptance Amount, Order of Priority and scaling of Offers” of the Invitation for
Offers. The Purchaser reserves the right to accept significantly more or less (or none) of Subordinated Notes
or, as applicable, Senior Notes of a Series, as compared to the other Series of Subordinated Notes or, as
applicable, Senior Notes that rank equally in the applicable Order of Priority.
Offer Instructions
In order to offer to sell its Notes to the Purchaser pursuant to the Invitation, each Holder must validly
submit an offer to sell its Notes by delivering, or arrange to have delivered on its behalf, a valid Electronic
Offer Instruction to the Tender Agent before the Invitation Expiration indicated below.
Electronic Offer Instructions will be irrevocable, save in the limited circumstances where revocation is
permitted as indicated in the Invitation for Offers.
5

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED
STATES OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED OR RESIDENT IN ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
Expected Timetable of the Invitation
Event
Commencement of the Invitation Period
Copies of the Invitation for Offers are available to Holders
from the Tender Agent, subject to invitation and
distribution restrictions and notice of the Invitation
published through Euroclear and Clearstream.
Expected Dates and Times
(All times are CET)
On 18 July 2012
Invitation Expiration
Deadline for receipt of all Electronic Offer Instructions.
5.00 p.m. on 26 July 2012
End of Invitation Period.
FX Rate fixed by Dealer Managers from Bloomberg
Screen FXC.
At or around 5.00 p.m. on 26 July 2012
Announcement of Invitation Results
Announcement by the Purchaser of:
On 27 July 2012
- the FX Rate;
- the Subordinated Notes Final Acceptance Amount, the
Senior Notes Final Acceptance Amount and, if
applicable, any Pro-Ration Factor; and
- the aggregate principal amount of the Notes of each
Series offered for sale by Holders and accepted by the
Purchaser for purchase.
Settlement Date
Payment of Total Purchase Price and Accrued Amount
Payment for Notes offered for sale by Holders and
accepted by the Purchaser for purchase.
On 2 August 2012
The above times and dates are subject to the right of the Purchaser to extend, re-open, amend and/or
terminate the Invitation (subject to applicable law and as provided in this Invitation for Offers in
“Amendment and Termination”).
Holders are advised to check with any broker, dealer, bank, custodian, trust, company, nominee or other
intermediary through which they hold their Notes whether such intermediary needs to receive instructions
from a Holder before the deadlines set out above in order for that Holder to be able to participate in or (in the
limited circumstances in which revocation is permitted) revoke their instruction to participate in, the
Invitation. The deadlines set by each Clearing System for the submission of Electronic Offer
Instructions will be earlier than the deadlines above.
Announcements in connection with the Invitation will be made, as applicable, (a) by publication on the
website of the Luxembourg Stock Exchange and Irish Stock Exchange, (b) by the delivery of notices to the
Clearing Systems for communication to Direct Participants, and/or (c) through the issue of a press release to
a Notifying News Service, and may also be found on the relevant Reuters International Insider Screen.
6

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED
STATES OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED OR RESIDENT IN ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
Holders are invited to read carefully the Invitation for Offers for all the details and information on the
procedures to participate in the Invitation for Offers.
Banca IMI S.p.A., Goldman Sachs International, HSBC Bank plc, J.P. Morgan Securities plc and Société
Générale are acting as Dealer Managers of the Invitation.
Lucid Issuer Services Limited is acting as Tender Agent of the Invitation.
DEALER MANAGERS
Banca IMI S.p.A.
Largo Mattioli, 3
20121 Milan, Italy
Attention: Debt Capital Markets
Email: dcm.fig@bancaimi.com
Tel: +39 02 7261 5362
HSBC Bank plc
8 Canada Square
London E14 5HQ, United Kingdom
Attention: Liability Management
Email: liability.management@hsbcib.com
Tel: +44 20 7992 6237
Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB, United Kingdom
Attention: Liability Management Team
Email: liabilitymanagement.eu@gs.com
Tel: +44 20 7774 4799
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP, United Kingdom
Attention: Liability Management
Email: emea_lm@jpmorgan.com
Tel: +44 20 7777 3548
Société Générale
41 Tower Hill
London EC3N 4SG, United Kingdom
Attention: Liability Management
Email: liability.management@sgcib.com
Tel: +44 20 7676 7579
Tender Agent
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
Attention: Sunjeeve Patel / David Shilson /
Thomas Choquet / Paul Kamminga
Tel: +44 (0) 20 7704 0880
Email: intesa@lucid-is.com
7

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED
STATES OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED OR RESIDENT IN ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
DISCLAIMER This announcement must be read in conjunction with the Invitation for Offers. This announcement and the Invitation
for Offers contain important information which should be read carefully before any decision is made with respect to the Invitation. If
you are in any doubt as to the contents of this announcement or the Invitation for Offers or the action you should take, you are
recommended to seek your own financial and legal advice, including in respect of any tax consequences, immediately from your
stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose
Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such
entity if it wishes to offer for sale the Notes pursuant to the Invitation. None of the Dealer Managers, the Tender Agent or the
Purchaser makes any recommendation as to whether Holders should offer Notes for sale pursuant to the Invitation.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Invitation for Offers constitute an offer to buy or a solicitation of an offer to sell Notes in any
jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable
securities laws or otherwise. The distribution of this announcement and the Invitation for Offers in certain jurisdictions (in particular,
the United States, Italy, the United Kingdom, France and Belgium) may be restricted by law. Persons into whose possession this
announcement or the Invitation for Offers comes are required by each of Dealer Managers, the Purchaser and the Tender Agent to
inform themselves about, and to observe, any such restrictions.
No action has been or will be taken in any jurisdiction in relation to the Invitation that would permit a public offering of securities.
United States
The Invitation is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or
instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to,
for the account or benefit of, U.S. persons. This includes, but is not limited to, facsimile transmission, electronic mail, telex,
telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement, the Invitation for
Offers and any other documents or materials relating to the Invitation are not being, and must not be, directly or indirectly mailed or
otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the
United States or to U.S. persons, and the Notes cannot be offered for purchase in the Invitation by any such use, means,
instrumentality or facilities or from within the United States or by U.S. persons. Any purported Offer of Notes resulting directly or
indirectly from a violation of these restrictions will be invalid, and any purported Offer of Notes made by a U.S. person, a person
located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving
instructions from within the United States or for a U.S. person will be invalid and will not be accepted.
Neither this announcement nor the Invitation for Offers is an offer of securities for sale in the United States or to U.S. persons. The
Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or jurisdiction of the
United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit
of U.S. persons. The purpose of this announcement and the Invitation for Offers is limited to the Invitation, and this announcement
and the Invitation for Offers may not be sent or given to any person other than in accordance with Regulation S under the Securities
Act.
Each Holder participating in the Invitation will represent that it is not located in the United States and is not participating in the
Invitation from the United States, that it is participating in the Invitation in accordance with Regulation S under the Securities Act
and that it is not a U.S. person or it is acting on a non-discretionary basis for a principal located outside the United States that is not
giving an order to participate in the Invitation from the United States and is not a U.S. person.
As used herein and elsewhere in this announcement and the Invitation for Offers, United States means United States of America, its
territories and possessions, any state of the United States of America and the District of Columbia and "U.S. person" has the meaning
given to such term in Regulation S under the Securities Act.
Italy
Neither this announcement, the Invitation for Offers nor any other documents or material relating to the Invitation have been or will
be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB), pursuant to applicable
Italian laws and regulations.
In Italy, the Invitation on each Series of Notes is being carried out as exempted offers pursuant to article 101-bis, paragraph 3-bis of
Legislative Decree No. 58 of 24 February 1998, as amended and article 35-bis paragraph 4 of CONSOB Regulation No. 11971 of 14
May 1999, as amended.
Holders or beneficial owners of the Notes can submit offers to sell their Notes through authorised persons (such as investment firms,
banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of
September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB
or any other Italian authority.
8

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED
STATES OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED OR RESIDENT IN ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in
connection with the Notes or this announcement or the Invitation for Offers.
United Kingdom
The communication of this announcement, the Invitation for Offers and any other documents or materials relating to the Invitation is
not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21
of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a
financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
Financial Promotion Order)) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom
it may otherwise lawfully be made under the Financial Promotion Order.
France
The Invitation is not being made, directly or indirectly, to the public in the Republic of France (France). Neither this announcement,
the Invitation for Offers nor any other document or material relating to the Invitation has been or shall be distributed to the public in
France and only (a) providers of investment services relating to portfolio management for the account of third parties (personnes
fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (b) qualified investors (investisseurs
qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles
L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code Monétaire et Financier are eligible to participate in the Invitation.
This announcement and the Invitation for Offers have not been approved by, and will not be submitted for clearance to, the Autorité
des Marchés Financiers.
Belgium
Neither this announcement, the Invitation for Offers nor any other documents or materials relating to the Invitation have been, or will
be, submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des Services et Marchés
Financiers / Autoreit Financiele diensten en markten) and, accordingly, the Invitation may not be made in Belgium by way of a
public offering, as defined in Article 3 of the Belgian law of 1 April 2007 on public takeover bids (Loi relative aux offers publiques
d’acquisition / Wet op de openbare overnamebiedingen (the Law on Public Acquisition Offers)) or as defined in Article 3 of the
Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on
regulated markets (Loi relative aux offres publiques d’instruments de placement et aux admissions d’instruments de placement à la
négociation sur des marchés réglementés / Wet op de openbare aanbieding van beleggingsinstrumenten en de toelating van
beleggingsinstrumenten tot de verhandeling op een gereglementeerde markt (the Law on Public Offerings)), each as amended or
replaced from time to time. Accordingly, the Invitation may not be advertised, and the Invitation will not be extended, and neither
this announcement, the Invitation for Offers nor any other documents or materials relating to the Invitation (including any
memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or
indirectly, to any person in Belgium other than "qualified investors" (as referred to in Article 10 of the Law on Public Offerings and
Article 6 of the Law on Public Acquisition Offers), acting on their own account. Insofar as Belgium is concerned, this announcement
and the Invitation for Offers have been issued only for the personal use of the above qualified investors and exclusively for the
purpose of the Invitation. Accordingly, the information contained in this announcement and the Invitation for Offers may not be used
for any other purpose or disclosed to any other person in Belgium.
General
This announcement and the Invitation for Offers do not constitute an offer to sell or buy or the solicitation of an offer to sell or buy
the Notes, and Offers in respect of Notes pursuant to the Invitation will not be accepted from Holders in any circumstances in which
such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Invitation to be
made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or
dealer in any such jurisdiction, the Invitation shall be deemed to be made on behalf of the Purchaser by such Dealer Manager or
affiliate (as the case may be) in such jurisdiction.
Investor Relations
Media Relations
+39.02.87943180 +39.02.87963531
investor.relations@intesasanpaolo.com
stampa@intesasanpaolo.com
group.intesasanpaolo.com
9