Bond Intesa Sanpaolo 7.7% ( IT0005136269 ) in USD

Intesa Sanpaolo

100 % ⇌

Italy

IT0005136269 ( in USD )

7.7% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond Intesa Sanpaolo IT0005136269 en USD 7.7%, maturity Perpetual

1 000 USD

1 000 000 000 USD

17/09/2025 ( In 101 days )

Intesa Sanpaolo is Italy's largest banking group, offering a wide range of financial services including retail, corporate, and investment banking.

The Bond issued by Intesa Sanpaolo ( Italy ) , in USD, with the ISIN code IT0005136269, pays a coupon of 7.7% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual

Final Terms dated September 10, 2015

INTESA SANPAOLO S.p.A.
Issue through Citibank, N.A., London Branch of U.S.$1,000,000,000 7.70% Additional Tier 1 Global
Receipts (the "Global Receipts")
Representing beneficial interests in U.S.$1,000,000,000 7.70% Additional Tier 1 Notes (the "Notes") of
Intesa Sanpaolo S.p.A.
under the U.S.$25,000,000,000
Medium Term Note Program
Part A
Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and
Conditions set forth in the Offering Memorandum dated September 9, 2015 (the "Offering
Memorandum"). This document constitutes the Final Terms of the Notes described herein and must be read
in conjunction with such Offering Memorandum. The Global Receipts will be issued as either X Receipts or
N Receipts (each corresponding to and representing beneficial interests in the Notes, as either X Notes or N
Notes, respectively) depending on whether the investor is eligible to receive interest free of Italian substitute
tax in respect of the Global Receipts or the Notes as described in the Offering Memorandum. Full
information on the Issuer and the offer of the Notes is only available on the basis of the combination of these
Final Terms and the Offering Memorandum. The Offering Memorandum is available for viewing at the
registered office of the Notes Issuer at Piazza San Carlo 156, 10121 Turin.

1.
(i)
Notes Issuer:
Intesa Sanpaolo S.p.A.

(ii)
Receipt Issuer:
Citibank, N.A., London Branch, as issuer of
the Global Receipts that represent the Notes

2.
Series Number:
001
3.
Aggregate Nominal Amount:
U.S.$1,000,000,000
4.
Issue Price:
100 per cent of the Aggregate Nominal
Amount
5.
(i)
Specified Denominations:
U.S.$200,000 and integral multiples of
U.S.$1,000 in excess thereof up to and
including
U.S.$199,000.
No
notes
in
definitive form will be issued with a
denomination below U.S.$200,000.

(ii) Calculation Amount:
U.S.$200,000

6.
(i)
Pricing Date:
September 10, 2015

(ii)
Applicable Time:
10:10p.m. GMT

(iii) Issue Date:
September 17, 2015

(iv)
Interest Commencement Date (if Issue Date
different from the Issue Date):
7.
Maturity Date:
Perpetual
8.
Interest Basis:
7.70% Fixed Rate
9.
First Reset Date:
September 17, 2025
10.
Reset Date:
As defined in the Terms and Conditions

(further particulars specified below)
1

11.
Redemption/Payment Basis:
Redemption at par
12.
Change of Interest or Redemption/Payment Not Applicable
Basis:
13.
Call Options:
Issuer's Call pursuant to Condition 10(c)

(further particulars specified below)
14.
Status of the Notes:
Additional Tier 1
15.
Method of distribution:
Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16. Fixed Rate Note Provisions
Applicable

(i)
Rate(s) of Interest:
7.70% per annum payable semi-annually in
arrear

(ii)
Interest Payment Date(s):
March 17 and September 17 in each year,
commencing on March 17, 2016

(iii)
Fixed Coupon Amount(s):
Not Applicable

(iv)
Day Count Fraction:
30/360

(v)
Broken Amount(s):
Not Applicable

(vi)
Other terms relating to the method of Not Applicable
calculating interest for Fixed Rate Notes:
17. Floating Rate Note Provisions:
Not Applicable
18. Index-Linked Interest Note Provisions:
Not Applicable
19. Dual Currency Note Provisions:
Not Applicable

PROVISIONS RELATING TO REDEMPTION
20. Call Option
Applicable pursuant to Condition 10(c)

(In addition the Notes may be redeemed
pursuant to Conditions 10 (b) and 10 (f))

(i)
Optional Redemption Date(s) (Call):
Available only after the tenth anniversary of
the Issue Date, then on March 17 and
September 17 of each year

(ii)
Optional
Redemption
Amount(s) Outstanding Principal Amount
(Call) and
method,
if
any,
of
calculation of such amount(s):

(iii)
If redeemable in part:
Not Applicable

(iv)
Notice period (if other than as set out Not applicable
in the Conditions):
21. Early Redemption Amount

Early Redemption Amount(s) payable on Redemption at par (subject to Condition 11)
redemption for taxation reasons or on event of
default or other early redemption and/or the
method of calculating the same (if required or
if different from that set out in the Conditions):

GENERAL PROVISIONS APPLICABLE TO THE NOTES
22. Form of Notes:
Registered Notes
23. Additional Financial Center(s) or other special Not Applicable
provisions relating to Payment Dates:
24. Details relating to Partly Paid Notes: amount Not Applicable
of each payment comprising the Issue Price and
date on which each payment is to be made and
consequences (if any) of failure to pay,
including any right of the Issuers to forfeit the
Notes and interest due on late payment:
25. Details relating to Installment Notes: amount Not Applicable
of each installment, date on which each
2

payment is to be made:
26. Redenomination applicable:
Redenomination not applicable.
27. Renominalization
and
reconventioning Not Applicable
provisions:
28. Other final terms:
Not Applicable

GENERAL PROVISIONS APPLICABLE ONLY TO THE ADDITIONAL TIER 1 NOTES
29. Trigger Level:
5.125%
30. Tax Redemption:
Applicable
31. Redemption at the Option of the Issuer:
Applicable
32. Regulatory Redemption:
Applicable
33. Distributable Items:
CRR definition
34. Interest Reset:
Applicable

(i)
Screen Rate Determination:
Applicable

--Reference Rate:
5 year Mid Swap Rate in USD

--Relevant Screen Page:
Reuter Monitor Money Rates Service

--Interest Determination Date(s):
First Reset Date and every successive Reset
Date

--Relevant Time:
10:00 a.m. New York Time

--Relevant Financial Center:
New York

(ii)
ISDA Determination:
Not Applicable

(iii)
Margin(s):
546.15 bps

DISTRIBUTION
35. (i)
Names of Managers:
Banca IMI S.p.A., Citigroup Global Markets
Inc., Goldman, Sachs & Co., J.P. Morgan
Securities LLC, Morgan Stanley & Co. LLC

(ii)
Stabilizing Manager(s) (if any):
Not Applicable

(iii) Allocation:

Banca IMI S.p.A.
U.S.$200,000,000

Citigroup Global Markets Inc.
U.S.$200,000,000

Goldman, Sachs & Co.
U.S.$200,000,000

J.P. Morgan Securities LLC
U.S.$200,000,000

Morgan Stanley & Co. LLC
U.S.$200,000,000

Total:
U.S.$1,000,000,000
36. If non-syndicated, name of Dealer:
Not Applicable
37. U.S. selling restrictions:
Rule 144A
38. Additional selling restrictions:
As described in "Important Italian
substitute
tax
requirements
and
information in respect of the Tax
Certification Procedures" in the Offering
Memorandum, an investor that is not, or
ceases to be, eligible to receive interest
free of Italian substitute tax in respect of
the Notes or does not comply (either
directly or through its DTC participant)
with the Tax Certification Procedures in
Appendix B of the Offering Memorandum
(including if the procedures prove to be
ineffective or incorrect) will not be
permitted to transfer any Note (including
any Receipt representing a Note) it holds
until any subsequent interest payment
date.
3

PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for issue of the Notes and the Global Receipts
described herein pursuant to the U.S.$25,000,000,000 Medium Term Note Program of Intesa Sanpaolo
S.p.A.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. To the best of
the knowledge of the Issuer, having taken all reasonable care to censure that such is the case, the information
contained in these Final Terms is in accordance with the facts and does not omit anything likely to affect the
import of such information.

(Signature page follows)

4

Signed on behalf of the Issuer:
By: ___________________
Duly authorized
5

Part B
Other Information
1.
Listing and admission to trading

(i)
Listing:
None

(ii)
Admission to trading:
Not applicable

(iii)
Estimate of total expenses related to Not applicable
admission to trading
2.
Ratings
The Notes to be issued are expected to be
rated:

S&P: B+

DBRS: BB

Fitch: BB-

Moody's: Ba3
3.
Interests of natural and legal persons Save for any fees payable to the
involved in the issue
Managers/Dealers, so far as the Issuer is
aware, no person involved in the offer of the
Notes has an interest material to the offer.
Banca IMI S.p.A., a Dealer under the Notes,
is a subsidiary of the Issuer

4.
Reasons for the offer, estimated net
proceeds and total expenses

(i)
Reasons for the offer:
Optimization of capital structure of the issuer
5.
Yield

(Fixed Rate Notes only)
7.70%

Indication of yield:
547.4 bps + 2.226% (Benchmark Treasury
Yield)

As set out above, the yield is calculated at the
Issue Date on the basis of the Issue Price. It
is not an indication of future yield.
6.
Historic interest rates
Not Applicable

7.
Performance of index/formula/other variable, explanation of effect on value of
investment and associated risks and other information concerning the underlying
Not applicable
8.
Performance of rates of exchange and explanation of effect on value of investment

Not applicable
9.
Operational information

ISIN Code for X Global Receipts:
US46115HAU14
(Italian Substitute Tax Exempt)

ISIN Code for N Global Receipts:
US46115HAV96
(Subject to Italian Substitute Tax)

IT ISIN Code for X Global Note:
IT0005136251
(Italian Substitute Tax Exempt)

IT ISIN Code for N Global Note:
IT0005136269
(Subject to Italian Substitute Tax)

CUSIP for X Global Receipts:
46115HAU1
(Italian Substitute Tax Exempt)

CUSIP for N Global Receipts:
46115HAV9
(Subject to Italian Substitute Tax)

Any clearing system(s) other than Monte Not Applicable
Titoli and The Depositary Trust Company and
the relevant identification numbers):
6

Delivery:
Delivery against payment

Names and addresses of additional Paying Not Applicable
Agent(s) (if any):
10.
Further information relating to the Issuer

Further information relating to the Issuer is set out below, pursuant to Article 2414 of the
Italian Civil Code.

(The information set out in this Schedule may need to be updated if, at the time of the issue of
the Notes, any of it has changed).

(i)
Objects:
The objects of the Issuer, as set out in
Article 4 of its by-laws, are the collection of
savings and the carrying-out of all forms of
lending activities, through its subsidiaries or
otherwise. The Issuer may, in compliance
with regulations in force and subject to
obtaining any prior authorizations required,
perform all banking and financial services
and transactions, including the creation and
management of open- and closed-end
supplementary pension schemes, as well as
any other transaction necessary for, or
incidental to, the achievement of its corporate
purpose, through its subsidiaries or otherwise.

As parent company of the Intesa Sanpaolo
banking group, pursuant to Article 61 of
Legislative Decree No. 385 of September 1,
1993, the Issuer, in its direction and
coordination capacity, issues instructions to
Group companies, including those for the
purposes of implementing the Bank of Italy's
regulations and of ensuring the stability of the
Group.

The Issuer performs the role of parent
company of a financial conglomerate,
pursuant to Article 3 of Legislative Decree
No. 142 of May 30, 2005.

(ii)
Registered office:
Piazza San Carlo 156, 10121 Turin, Italy

(iii)
Issuer registration:
Registered at the Companies' Registry of the
Chamber of Commerce of Turin, Italy under
registration no. 00799960158.

(iv)
Amount of paid-up share capital and Paid-up share capital: 8,724,861,778.88 (as
reserves:
of June 30, 2015)

Reserves: 34,965,549,000 (as of June 30,
2015)

This communication is strictly confidential and is intended for the sole use of the person to whom it is
provided by the sender. The Notes have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act"), and may only be sold to qualified institutional buyers,
pursuant to Rule 144A of the Securities Act or pursuant to another applicable exemption from
registration. The information included herein does not purport to be a complete description of the
securities or the offering; please refer to the offering memorandum for a complete description.

The Additional Tier 1 Notes are not intended to be sold and should not be sold to retail clients in the
EEA, as defined in the rules set out in the Temporary Marketing Restriction (Contingent Convertible
Securities) Instrument 2014 or the Product Intervention (Contingent Convertible Instruments and
7

Mutual Society Shares) Instrument 2015, as amended or replaced from time to time, other than in
circumstances that do not and will not give rise to a contravention of those rules by any person.

A securities rating is not a recommendation to buy, sell or hold securities and may be subject to
revision or withdrawal at any time.

8