This transaction completes the issue of €4 billion in Additional Tier 1 notes envisaged in the 2014-2017 Business Plan

Turin - Milan, 9 May 2017  Intesa Sanpaolo has launched a €750 million Additional Tier 1 issue targeted at the international markets.

The Additional Tier 1, issued on a stand-alone basis, has characteristics in line with the CRD IV regulation.

The Additional Tier 1 is perpetual (with a maturity date tied to the duration of Intesa Sanpaolo, as set in its articles of association), and can be early redeemed by the issuer after 7 years from the issue date and every interest payment date thereafter.

The issuer will pay a fixed rate coupon of 6.25% per annum, payable semi-annually in arrears on every 16 May and 16 November of each year, with the first coupon payment on 16 November 2017.

The re-offer price is 100%.

The compounded yield to maturity is 6.348% per annum, equivalent to the 7-year Euro Mid Swap Rate reckoned at the moment of issuance plus a spread equal to 585.6 basis points.

In the event that the early redemption rights are not utilised on 16 May 2024, a new coupon at fixed rate will be determined by adding the original spread to the 5-year Euro Mid Swap Rate reckoned at the reset date. Such new annual coupon will be fixed for the following 5 years (until the next reset date). The payment of the coupon is discretionary and subject to certain limitations, in accordance with the regulations applicable to the issue of Additional Tier 1.

The trigger of 5.125% of Common Equity Tier 1 (CET1) provides that, if the CET1 ratio of the Intesa Sanpaolo Group or Intesa Sanpaolo S.p.A. is below such trigger, the nominal value of the Additional Tier 1 will be temporarily reduced for the amount needed to restore the trigger level, taking into account also the other instruments with similar characteristics.

Settlement for the issue will be on 16 May 2017.

The minimum denomination is €200,000 and €1,000 thereafter.

The bond is not offered to the Italian retail market; it is distributed to international institutional investors and financial institutions. It will be listed on the Luxembourg Stock Exchange and, as usual, traded Over-the-Counter.

Banca IMI, Deutsche Bank, JP Morgan, Société Générale and UBS are the joint bookrunners of the Additional Tier 1 offering.

The ratings assigned to Intesa Sanpaolo’s senior long-term debt are: Baa1 by Moody’s, BBB- by Standard & Poor’s, BBB by Fitch and BBB (high) by DBRS.


This communication does not constitute an offer or an invitation to subscribe for or purchase any securities.  The securities have not been and will not be registered under the United States Securities Act of 1933 (as amended) (the "Securities Act").  The securities may not be offered, sold or delivered within the United States or to “U.S. persons” (as defined in Regulation S under the Securities Act) as part of their initial offering.  The securities may be initially offered and sold only outside the United States in reliance on Regulation S under the Securities Act and subsequent resales may be made only in accordance with applicable law. Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia or Japan.

This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) (a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.


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