Intesa Sanpaolo : intends to launch Additional Tier 1 notes transaction

Turin - Milan, 11 January 2016 - Intesa Sanpaolo intends to launch an Additional Tier 1 Notes transaction in the near future, subject to market conditions. Any further detail of such possible transaction will be duly disclosed to the market.

Intesa Sanpaolo envisages, in its Business Plan, issuing €4 billion in Additional Tier 1 Notes by the end of 2017 to optimise capital efficiency, taking advantage of the various capital buckets. As part of this, a U.S.$1 billion Additional Tier 1 was issued in September 2015.

Intesa Sanpaolo's capital ratios as at 30 September 2015 on a consolidated basis - net of €1.5 billion dividends accrued for the first nine months of 2015 - were as follows:

• 13.4% in terms of Common Equity Tier 1 ratio (1) and

• 17.3% in terms of Total Capital ratio (1),

  calculated by applying transitional arrangements for 2015, and

• 13.4% in terms of pro-forma Common Equity Tier 1 ratio and

• 16.7% in terms of pro-forma Total Capital ratio, calculated on a fully loaded basis (2).

  Intesa Sanpaolo's leverage ratio as at 30 September 2015 on a consolidated basis was as follows:

• 6.9% calculated by applying transitional arrangements for 2015, and

• 6.5% calculated on a fully loaded basis.

1. Includes the 9M 2015 net income after the deduction of accrued dividends.

2. Estimated by applying the fully loaded parameters to the financial statements as at 30 September 2015 considering the total absorption of deferred tax assets (DTAs) related to the goodwill realignment, the expected absorption of DTAs on losses carried forward, the announced distribution of reserves of insurance companies, and including the effect of the Danish compromise (under which insurance investments are risk weighted instead of being deducted from capital, with a benefit of six basis points for the Common Equity Tier 1 ratio and nil for the Total Capital ratio).

The distribution of this press release, directly or indirectly, in or into the United States, Canada, Australia or Japan is prohibited. This press release (and the information contained herein) does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States, Canada, Australia or Japan or any other jurisdiction where such an offer or solicitation would require the approval of local authorities or otherwise be unlawful (the "Other Countries"). The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or pursuant to the corresponding regulations in force in the Other Countries and may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S of the Securities Act) unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. Intesa Sanpaolo does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from Intesa Sanpaolo and will contain detailed information about the bank and management, as well as financial statements.

This communication is being distributed only to and is directed only at (a) persons outside the United Kingdom, (b) persons who have professional experience in matters relating to investments, i.e., investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), and (c) high net worth companies, unincorporated associations and other bodies to whom it may otherwise lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be available only to or will be engaged in only 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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