Intesa Sanpaolo: Board of Directors

Turin - Milan, 14 June 2016 - The Board of Directors of Intesa Sanpaolo has verified that each

board director appointed at the Ordinary Shareholders' Meeting of 27 April 2016 meets the regulatory requirements, as well as the provisions included in the Articles of Association.

Specifically, as regards the independence requirements, the board directors listed below meet the requirements pursuant to Article 148, third paragraph, of Legislative Decree 24 February 1998 no 58 and Article 13.4.3 of the Articles of Association, also in accordance with the Corporate Governance Code promoted by Borsa Italiana. This was based on the declarations made by the directors themselves, as well as information available with the Company.

Paolo Andrea Colombo Rossella Locatelli Livia Pomodoro

Giovanni Gorno Tempini Giorgina Gallo Gianfranco Carbonato Francesca Cornelli(1) Daniele Zamboni(1) Maria Mazzarella(1) Maria Cristina Zoppo(2) Edoardo Gaffeo(2) Milena Teresa Motta(2) Marco Mangiagalli(1) (2) Alberto Maria Pisani(1)(2)

The board directors appointed to the Management Control Committee meet the additional requirements set forth in the regulations and in the Articles of Association with respect to the composition of the control body.

1. Representative of the Minority List

2. Member of the Management Control Committee

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