Bond Intesa San Paolo 3.928% ( XS1109765005 ) in EUR

Intesa San Paolo

101.01 % ▲

Italy

XS1109765005 ( in EUR )

3.928% per year ( payment 1 time a year)

14/09/2026

Prospectus brochure of the bond Intesa Sanpaolo XS1109765005 en EUR 3.928%, maturity 14/09/2026

15/09/2026 ( In 314 days )

Intesa Sanpaolo is a leading Italian banking group with a significant international presence, offering a wide range of financial products and services to individuals, businesses, and institutions.

The Bond issued by Intesa San Paolo ( Italy ) , in EUR, with the ISIN code XS1109765005, pays a coupon of 3.928% per year.
The coupons are paid 1 time per year and the Bond maturity is 14/09/2026

Final Terms dated 11 September 2014
Intesa Sanpaolo S.p.A.

Issue of EUR1,000,000,000 3.928 per cent. Subordinated Notes due 15 September 2026

under the EUR 70,000,000,000
Euro Medium Term Note Programme
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the
Conditions set forth in the Prospectus dated 6 November, 2013 and the supplements to
the Prospectus dated 9 April 2014 and 13 August 2014, which together constitute a base
prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC), as
amended (the "Prospectus Directive") which includes the amendments made by
Directive 2010/73/EU, the "2010 PD Amending Directive", to the extent such
amendments have been implemented in a relevant Member State. This document
constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4
of the Prospectus Directive and must be read in conjunction with such Prospectus, as so
supplemented. 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 Prospectus and the
supplements dated 9 April 2014 and 13 August 2014. The Prospectus and the
supplements are available for viewing at the registered office of the Issuer at Piazza San
Carlo 156, 10121 Turin, Italy and from Société Européenne de Banque S.A. at 19-21
Boulevard du Prince Henri, Luxembourg, Grand Duchy of Luxembourg, during usual
business hours of any weekday (Saturdays and bank holidays excepted) and free of
charge. The Prospectus and the supplements and, in the case of Notes admitted to
trading on the regulated market of the Luxembourg Stock Exchange, the applicable
Final Terms will also be published on the website of the Luxembourg Stock Exchange
(www.bourse.lu).
1.
(i)
Series Number:
785

(ii)
Tranche Number:
1
2.
Specified Currency or Currencies:
Euro ("EUR")
3.
Aggregate Nominal Amount:

(i)
Series:
EUR 1,000,000,000

(ii)
Tranche:
EUR 1,000,000,000
4.
Issue Price:
100 per cent. of the Aggregate Nominal
Amount
5.
(i) Specified Denominations:
EUR 100,000 and integral multiples of
EUR 1,000 in excess thereof up to and
including EUR 199,000. No Notes in
definitive form will be issued with a
denomination above EUR 199,000

(ii)
Calculation Amount:
EUR 1,000
69672-10-4209-v6.0
- 1-
IT-6000-2

6.
(i)
Issue Date:
15 September 2014

(ii)
Interest Commencement Date (if Issue Date
different from the Issue Date):
7.
Maturity Date:
15 September 2026
8.
Interest Basis:
3.928 per cent. Fixed Rate

(further particulars specified below)
9.
Redemption/Payment Basis:
Redemption at par
10.
Change
of
Interest
or Not Applicable
Redemption/Payment Basis:
11.
Put/Call Options:
Not Applicable
12.
(i) Status of the Notes:
Subordinated

(ii) Status of the Guarantee:
Not Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13.
Fixed Rate Note Provisions
Applicable

(i)
Rate(s) of Interest:

3.928 per cent. per annum payable
annually in arrear

(ii)
Interest Payment Date(s):
15 September in each year commencing
on 15 September 2015 up to and
including the Maturity Date

(iii)
Fixed Coupon Amount:
EUR 39.28 per Calculation Amount

(iv)
Day Count Fraction:
Actual/Actual (ICMA)

(v)
Broken Amount(s):
Not Applicable
14.
Floating Rate Note Provisions
Not Applicable
15.
Fixed-Floating Rate Note Provisions
Not Applicable
16.
Floating-Fixed Rate Note Provisions
Not Applicable
17.
Zero Coupon Note Provisions
Not Applicable
18.
Inflation Linked Note Provisions
Not Applicable
19.
Change of Interest Basis Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
20.
Call Option
Not Applicable
21.
Put Option
Not Applicable
22.
Regulatory Call
Applicable
69672-10-4209-v6.0
- 2-
IT-6000-2

PART B OTHER INFORMATION
LISTING AND ADMISSION TO TRADING
1.
(i)
Listing:
Luxembourg

(ii)
Admission to trading:
Application has been made for the
Notes to be admitted to trading on the
regulated market of the Luxembourg
Stock Exchange with effect from 15
September 2014

(iii)
Estimate
of
total
expenses EUR 7,490
related to admission for trading
2.
RATINGS

Ratings:
The Notes to be issued have been rated:

Moody's: Ba1
S&P's: BBB-

Fitch: BBB
DBRS: BBB (high)

Each of Moody's Investors Service
Ltd., Standard & Poor's Credit Market
Services, Fitch Ratings Limited and
DBRS Ratings Limited established in
the European Union and registered
under Regulation (EC) No 1060/2009
(as amended by Regulation (EC) No
513/2011) (the "CRA Regulation").
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE
ISSUE

Save for any fees payable to the Joint Lead Managers, 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 Joint Lead Manager 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:
General
funding
purposes,
in
accordance with the section entitled
"Use of Proceeds" under "General
Information" in the Prospectus.

(ii)
Estimated net proceeds:
EUR 1,000,000,000
5.
YIELD

69672-10-4209-v6.0
- 4-
IT-6000-2

Indication of Yield:
3.928 per cent. per annum
The yield is calculated at the Issue Date
on the basis of the Issue Price. It is not
an indication of future yield.

6.
OPERATIONAL INFORMATION

ISIN Code:
XS1109765005

Common Code:
110976500

Intended to be held in a manner which No. Whilst the designation is specified
would allow Eurosystem eligibility:
as "no" at the date of these Final Terms,
should
the
Eurosystem
eligibility
criteria be amended in the future such
that the Notes are capable of meeting
them the Notes may then be deposited
with one of the ICSDs as common
safekeeper. Note that this does not
necessarily mean that the Notes will
then be recognised as eligible collateral
for Eurosystem monetary policy and
intra day credit operations by the
Eurosystem at any time during their
life. Such recognition will depend upon
the
ECB
being
satisfied
that
Eurosystem eligibility criteria have
been met.

Any clearing system(s) other than Not Applicable
Euroclear
Bank
S.A./N.V.
and
Clearstream Banking, société anonyme
and the relevant identification numbers:

Delivery:
Delivery against payment

Names and addresses of additional Not Applicable
Paying Agent(s)(if any):

Deemed delivery of clearing system Any notice delivered to Noteholders
notices for the purposes of Condition through the clearing systems will be
19:
deemed to have been given on the date
on which it was given to Euroclear and
Clearstream, Luxembourg.
7.
DISTRIBUTION

(i)
Method of distribution:
Syndicated

(ii)
If syndicated:

(A) Names of Managers
Banca IMI S.p.A.
Largo Mattioli, 3
20121 Milan
69672-10-4209-v6.0
- 5-
IT-6000-2

Italy

BNP Paribas
10 Harewood Avenue
London NW1 6AA
United Kingdom

Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom

Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
United Kingdom

UBS Limited
1 Finsbury Avenue
London
EC2M 2PP

(B)
Date
of
Subscription 11 September 2014
Agreement

(C) Stabilising Manager(s) (if Not Applicable
any):

(iii)
If non-syndicated, name and Not Applicable
address of Dealer:

(iv)
U.S. Selling Restrictions:
Reg. S compliance category: 2

TEFRA D

69672-10-4209-v6.0
- 6-
IT-6000-2