Bond Intesa San Paolo 7% ( XS1346815787 ) in EUR

Intesa San Paolo

100 % ⇌

Italy

XS1346815787 ( in EUR )

7% per year ( payment 1 time a year)

Perpetual

Prospectus brochure of the bond Intesa Sanpaolo XS1346815787 en EUR 7%, maturity Perpetual

200 000 EUR

1 250 000 000 EUR

19/01/2026 ( In 76 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 XS1346815787, pays a coupon of 7% per year.
The coupons are paid 1 time per year and the Bond maturity is Perpetual

PROSPECTUS DATED 14 JANUARY 2016

INTESA SANPAOLO S.P.A.
(incorporated as a società per azioni in the Republic of Italy)
1,250,000,000 7.0% Additional Tier 1 Notes
The 1,250,000,000 7.0% Additional Tier 1 Notes (the "Notes") are issued by Intesa Sanpaolo S.p.A. (the "Issuer") in
denominations of 200,000 and integral multiples of 1,000 in excess thereof, up to (and including) 399,000. The Issue
Price of the Notes is 100.0 per cent.
The Notes will bear interest at their Outstanding Principal Amount (as defined in Condition 2 (Definitions and
Interpretation) of the terms and conditions of the Notes (the "Conditions" and, each of them, a "Condition"), on a
non-cumulative basis subject to cancellation as described below, semi-annually in arrear on 19 January and 19 July
in each year (each, an "Interest Payment Date"). The rate of interest through to (and excluding) 19 January 2021 (the
"First Reset Date") will be 7.0 per cent. per annum. The rate of interest will be reset on the First Reset Date and on
each 5-year anniversary thereafter (each, a "Reset Date").
Interest on the Notes will be due and payable only at the sole discretion of the Issuer, and the Issuer shall have sole
and absolute discretion at all times and for any reason to cancel (in whole or in part) any interest payment that
would otherwise be payable on any Interest Payment Date. In addition, the Issuer shall not make an interest
payment of the Notes on any Interest Payment Date (and such interest payment shall therefore be deemed to have
been cancelled and thus shall not be due and payable on such Interest Payment Date) in the circumstances described
in Condition 6.2 (Restriction on interest payments). Any interest cancelled shall not be due and shall not accumulate or
be payable at any time thereafter nor constitute a default for any purpose on the part of the Issuer, and holders of
the Notes shall have no rights thereto or to receive any additional interest or compensation as a result of such
cancellation or deemed cancellation. See further Condition 6 (Interest Cancellation). Further, following a write-down
of the Notes pursuant to Condition 7 (Loss Absorption Mechanism), holders of the Notes will not have any rights
against the Issuer with respect to the repayment of interest on any principal amount that has been so written down
(without prejudice to any rights as to reinstatement as may be applicable to the Notes); and interest - otherwise due
and payable on an Interest Payment Date - on any principal amount that is to be written down on a date that falls
after such Interest Payment Date as a result of a trigger event that has occurred prior to such Interest Payment Date
will also be cancelled, all as described in Condition 6.5 (Interest Amount in case of Write-Down).
If the Issuer determines that the CET1 Ratio (as defined in Condition 2 (Definitions and Interpretation)) of the
Issuer on either a standalone or consolidated basis falls below 5.125%, then the Issuer shall write down the
Outstanding Principal Amount of the Notes, on a pro rata basis with the write-down or conversion of other Loss
Absorbing Instruments (as defined in Condition 2 (Definitions and Interpretation)), as described in Condition 7.1
(Write-down). Following any write-down of the Notes, the Issuer may, at its sole and absolute discretion, but
subject to a positive net Income and Consolidated Net Income being recorded, reinstate and write up the
Outstanding Principal Amount of the Notes on a pro rata basis with other Equal Trigger Loss Absorbing
Instruments that have been written down, subject to compliance with the reinstatement limit pursuant to
applicable banking regulations, on the terms and subject to the conditions set out in Condition 7.2
(Reinstatement). See Condition 7 (Loss Absorption Mechanism).
The Notes are perpetual securities and have no fixed maturity date. The Notes will mature and be redeemed by the
Issuer on the date on which voluntary or involuntary winding up proceedings are instituted in respect of the Issuer, in
accordance with, as the case may be, (i) a resolution passed at a shareholders' meeting of the Issuer, (ii) any provision
of the By-laws of the Issuer (which, as at 14 January 2016 provide for the duration of the Issuer to expire on 31
December 2100, but if such expiry date is extended, redemption of the Notes will be correspondingly adjusted), or (iii)
any applicable legal provision, or any decision of any judicial or administrative authority, as described in Condition 8
(Redemption and Purchase). The Issuer may, at its option, redeem the Notes in whole, but not in part, on the First Reset

Date and on any Interest Payment Date thereafter at their Outstanding Principal Amount together with any accrued
interest (if any and excluding any interest cancelled in accordance with Condition 6 (Interest Cancellation)) and any
additional amounts due pursuant to Condition 10 (Taxation), as described in Condition 8.2 (Redemption at the option
of the Issuer). In addition, the Issuer may, at its option, redeem the Notes in whole, but not in part: (i) upon occurrence
of a Regulatory Event or a Tax Event (in each case, as defined in the Conditions) at a redemption price equal to at
their Outstanding Principal Amount together with any accrued interest (if any and excluding any interest cancelled
in accordance with Condition 6 (Interest Cancellation) and any additional amounts due pursuant to Condition 10
(Taxation), all as described in Conditions 8.3 (Redemption due to a Regulatory Event) and 8.4 (Redemption for tax
reasons).
The Notes are expected, on issue, to be rated "Ba3" by Moody's Investors Service, Inc. ("Moody's"), "B+" by Standard &
Poor's Rating Services, a division of The McGraw Hill Companies Inc., ("S&P"), "BB-" by Fitch Ratings Ltd ("Fitch")
and "BB" by DBRS Ratings Limited ("DBRS"). Each of Moody's, S&P, Fitch and DBRS is established in the European
Union and is registered under Regulation (EC) No. 1060/2009 (as amended (the "CRA Regulation"). As such, each of
them appears on the latest update of the list of registered credit rating agencies published by the European Securities
and Markets Authority on its website (at http://(www.esma.europa.eu/page/List-registered-and-certified-CRAs) in
accordance with the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be
subject to revision, suspension or withdrawal at any time by the assigning rating organisation.
An investment in Notes involves certain risks. For a discussion of these risks, see the section entitled "Risk
Factors" on page 17.
This document constitutes a prospectus (the "Prospectus") for the purposes of Article 5 of Directive 2003/71/EC
(the "Prospectus Directive"). Application has been made to the Commission de Surveillance du Secteur Financier (the
"CSSF"), which is the competent authority in Luxembourg for the purposes of the Prospectus Directive, to
approve this document as a prospectus under the Luxembourg Law of 10 July 2005 on Prospectuses for Notes
(the "Luxembourg Prospectus Law"), which implements the Prospectus Directive in Luxembourg. Application has
also been made for the Notes to be admitted to the official list of the Luxembourg Stock Exchange and to trading on
its Regulated Market, which is a regulated market for the purposes of the Market in Financial Instruments Directive
2004/39/EC.
The Notes are not intended to be sold and should not be sold to retail clients in the European Economic Area,
as defined in the PI Rules (as defined herein) other than in circumstances that do not and will not give rise to a
contravention of those rules by any person. Prospective investors are referred to the section headed
"Restrictions on marketing and sales to retail investors" on page 5 of this Prospectus for further information.
Joint Lead Managers
Banca IMI
BofA Merrill Lynch
Deutsche Bank
HSBC

Société Générale
UBS Investment
Corporate & Investment
Bank
Banking

The Issuer accepts responsibility for the information contained in this Prospectus and declares that, to the best of its
knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in
this Prospectus is true and in accordance with the facts and does not omit anything likely to affect the import of such
information.
This Prospectus should be read and construed together with any documents incorporated by reference herein.
No person has been authorised to give any information or to make any representation not contained in, or not consistent
with, this Prospectus or any other document entered into in relation to the Notes or any information supplied by the Issuer
or such other information as is in the public domain and, if given or made, such information or representation should
not be relied upon as having been authorised by the Issuer or any of the Joint Lead Managers (as defined in
"Subscription and Sale" below).
No representation or warranty is made or implied by the Joint Lead Managers or any of their respective affiliates, and
none of the Joint Lead Managers nor any of their respective affiliates makes any representation or warranty or accepts
any responsibility as to the accuracy or completeness of the information contained in this Prospectus. Neither the
delivery of this Prospectus nor the offering, sale or delivery of any Note shall, in any circumstances, create any
implication that the information contained in this Prospectus is true subsequent to the date hereof or that there has
been no adverse change, or any event reasonably likely to involve any adverse change, in the condition (financial or
otherwise) business or prospects of the Issuer or of the Intesa Sanpaolo Group (as defined below) since the date hereof or
that any other information supplied in connection with the Notes is correct at any time subsequent to the date on which it
is supplied or, if different, the date indicated in the document containing the same.
This Prospectus may only be used for the purposes for which it has been published. The distribution of this Prospectus and
the offer, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession
this Prospectus (or any part of it) comes are required by the Issuer and the Joint Lead Managers to inform themselves
about, and to observe, any such restrictions. Neither this Prospectus nor any part of it constitutes an offering, or may be
used for the purpose of an offer to sell any of the Notes, or a solicitation of an offering to buy any of the Notes, by
anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful.
For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of this Prospectus
and other offering material relating to the Notes, see "Subscription and Sale" below. In particular, the Notes have not
been and will not be registered under the United States Securities Act of 1933, as amended, (the "Securities Act") and
are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered
within the United States to, or for the benefit of, U.S. persons (as defined in Regulation S under the Securities Act).
This Prospectus does not constitute an offer or an invitation to subscribe for or purchase any Notes and should not be
considered as a recommendation by the Issuer, the Joint Lead Managers or any of them that any recipient of this
Prospectus should subscribe for or purchase any Notes. Each recipient of this Prospectus shall be deemed to have made its
own investigation and appraisal of the condition (financial or otherwise), business and prospects of the Issuer and of the
Intesa Sanpaolo Group.
In this Prospectus, references to "EUR", "euro", "Euro" or "" are to the single currency introduced at the start of the
third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European
Community, as amended. Unless otherwise specified or where the context requires, references to laws and regulations
are to the laws and regulations of Italy.
Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures shown for the
same category set out in different tables may vary slightly and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures which precede them.

2

FORWARD LOOKING STATEMENTS
This Prospectus includes forward looking statements. These include statements relating to, among other things, the
future financial performance of the Intesa Sanpaolo Group (as defined in "Certain Definitions" below), plans and
expectations regarding developments in the business, growth and profitability of the Intesa Sanpaolo Group and general
industry and business conditions applicable to the Intesa Sanpaolo Group. The Issuer has based these forward looking
statements on its current expectations, assumptions, estimates and projections about future events. These forward looking
statements are subject to a number of risks, uncertainties and assumptions that may cause the actual results,
performance or achievements of the Intesa Sanpaolo Group or those of its industry to be materially different from or
worse than these forward looking statements. The Issuer does not assume any obligation to update such forward
looking statements and to adapt them to future events or developments except to the extent required by law.
PRESENTATION OF FINANCIAL INFORMATION
The financial information set forth in this Prospectus is derived from (i) a set of unaudited interim
consolidated financial statements which covers the most recent nine months financial period and the prior
comparative period, prepared, in consolidated form, in compliance with art. 154-ter, Legislative Decree 58 of
24 February 1998, and in compliance with the accounting principles issued by the International Accounting
Standards Board (IASB) and the relative interpretations of the International Financial Reporting
Interpretations Committee (IFRIC) and endorsed by the European Commission as provided for by
Community Regulation 1606 of 19 July 2002 (the "Unaudited Interim Financial Statements"); and (ii) two
sets of annual consolidated financial statements, each of which include comparative information of the prior
year, prepared in accordance with International Financial Reporting Standard (IFRS) as adopted by the
European Union and in accordance with the instructions of the Bank of Italy set forth in Circular No. 262 of
22 December 2005, as amended (the "Audited Annual Financial Statements" and together with the Interim
Financial Statements, the "Financial Statements").
These sets of Financial Statements are taken from (i) Intesa Sanpaolo's consolidated interim financial
statements as of and for the nine-month period ended 30 September 2015 (the "2015 3Q Interim Statement");
(ii) Intesa Sanpaolo's audited consolidated financial statements as of and for the year ended 31 December
2014 (the "2014 Annual Report") and (iii) Intesa Sanpaolo's audited consolidated financial statements as of
and for the year ended 31 December 2013 (the "2013 Annual Report").
The 2015 3Q Interim Statement includes: (i) the unaudited interim consolidated financial statements as of
and for the nine-month period ended 30 September 2015 (the "2015 3Q Unaudited Financial Statements");
(ii) the comparative unaudited restated consolidated income statement figures for the nine-month period
ended 30 September 2014 and the comparative unaudited consolidated balance sheet as of 31 December
2014. Certain comparative data related to the nine-month period ended 30 September 2014 has been restated
with respect to the data previously presented in the unaudited interim consolidated financial statements as
of and for the nine-month ended 30 September 2014 in order to account for changes in the application of
IFRS 5 to take into account the economic impact of the sale of the subsidiary Pravex Bank..
The 2014 Annual Report includes (i) the audited consolidated financial statements as of and for the year
ended 31 December 2014 (the "2014 Audited Financial Statements") and (ii) the comparative unaudited
restated consolidated financial statements as of and for the year ended 31 December 2013 (the "2013
Unaudited Financial Statements Restated in 2014"). Certain comparative data related to 2013 has been
restated with respect to the data previously presented in the audited consolidated financial statements as of
and for the year ended 31 December 2013, in order to reflect the application of IFRS 10 and the application of
IFRS 5 to take into account the economic impact of the sale of the subsidiary Pravex Bank, at that time
anticipated to be finalised in 2015.
3

The 2013 Annual Report includes (i) the audited consolidated financial statements as of and for the year
ended 31 December 2013 (the "2013 Audited Financial Statements") and (ii) the comparative unaudited
restated consolidated financial statements as of and for the year ended 31 December 2012 (the "2012
Unaudited Financial Statements Restated in 2013"). Certain comparative data related to 2012 has been
restated with respect to the data previously presented in the audited consolidated financial statements as of
and for the year ended 31 December 2012, in order to reflect the application of IAS 19 and the application of
IAS 12 to include among inventories of assets (within caption 150 "other assets"), certain property and other
assets deriving from the enforcement of guarantees or purchases at auction, available for sale on the market
in the near future and consequent income statement effect.
Except as otherwise indicated, the financial information contained in this Prospectus and in the section
"Description of Intesa Sanpaolo S.p.A." contained in the 2015 Base Prospectus that is incorporated by reference
in this Prospectus is unaudited and different from the Financial Statements in as much as (i) in certain cases,
it has been subject to restatements and/or adjustments to account for changes in accounting principles
and/or changes in the scope of consolidation; and (ii) it has in all cases been subject to reclassification by
aggregating and/or changing certain line items from the Financial Statements and, in some instances, by
creating new line items or moving amounts to different line items. In particular, (i) certain comparative
figures as of 30 September 2014 have been restated to reflect the line-by-line restatement of assets previously
classified as held for sale and discontinued operations and the acquisition of control of certain shareholders
(ii) certain comparative balance sheet figures as of 31 December 2014 have been restated to reflect the line-
by-line restatement of assets previously classified as held for sale and discontinued operations and the
acquisition of control of certain shareholders; and (iii) certain comparative balance sheet figures as of 31
December 2013 and 31 December 2012 have been further restated to reflect the sale of certain subsidiaries
and associated companies, to allow a consistent comparison.
These restatements and reclassifications made to the financial information may make it difficult for
prospective investors to make comparisons between the different sets of financial information. Prospective
investors are therefore cautioned against placing undue reliance on these comparisons.
In making an investment decision, prospective investors must rely upon their own examination of the
financial statements and financial information included elsewhere, or incorporated by reference, in this
Prospectus and should consult their professional advisors for an understanding of: (i) the differences
between IFRS and other systems of generally accepted accounting principles and how those differences
might affect the financial information included, or incorporated by reference, in this Prospectus; and (ii) the
impact that future additions to, or amendments of, IFRS principles may have on the Group's results of
operations and/or financial condition, as well as on the comparability of prior periods.
STABILISATION
In connection with the issue of the Notes, Deutsche Bank AG, London Branch (the "Stabilising Manager")
(or persons acting on behalf of the Stabilising Manager) may over allot Notes or effect transactions with a
view to supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising
Manager) will undertake any stabilisation action. Any stabilisation action may begin on or after the date on
which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended
at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60
days after the date of the allotment of the Notes. Any stabilisation action or over allotment shall be conducted
in accordance with all applicable laws and rules.

4

CERTAIN DEFINITIONS
Intesa Sanpaolo is the surviving entity from the merger between Banca Intesa S.p.A. and Sanpaolo IMI S.p.A., which
was completed with effect from 1 January 2007. Pursuant to the merger, Sanpaolo IMI S.p.A. merged by incorporation
into Banca Intesa S.p.A. which, upon completion of the merger, changed its name to Intesa Sanpaolo S.p.A.
Accordingly, in this Prospectus:
(i)
references to "Intesa Sanpaolo" are to Intesa Sanpaolo S.p.A. in respect of the period since 1 January 2007 and
references to the "Group" or to the "Intesa Sanpaolo Group" are to Intesa Sanpaolo and its subsidiaries in
respect of the same period;
(ii)
references to "Banca Intesa" or "Intesa" are to Banca Intesa S.p.A. in respect of the period prior to 1 January
2007 and references to the "Banca Intesa Group" or the "Intesa Group" are to Banca Intesa and its
subsidiaries in respect of the same period; and
(iii) references to "Sanpaolo IMI" are to Sanpaolo IMI S.p.A. and references to "Sanpaolo IMI Group" are to
Sanpaolo IMI and its subsidiaries.
RESTRICTIONS ON MARKETING AND SALES TO RETAIL INVESTORS
The Notes discussed in this Prospectus are complex financial instruments and are not a suitable or
appropriate investment for all investors. See also "Risk Factors--Risks related to the Notes". In some
jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to
the offer or sale of securities such as the Notes to retail investors. In particular, in June 2015, the UK Financial
Conduct Authority (the "FCA") published the Product Intervention (Contingent Convertible Instruments
and Mutual Society Shares) Instrument 2015, which took effect 1 October 2015 (the "PI Instrument"). Under
the rules set out in the PI Instrument (as amended or replaced from time to time, the "PI Rules"), (i) certain
contingent write-down or convertible securities (including any beneficial interests therein), such as the
Notes, must not be sold to retail clients in the EEA and (ii) there must not be a communication or approval of
an invitation or inducement to participate in, acquire or underwrite such securities (or other beneficial
interest in such securities) where that invitation or inducement is addressed to or disseminated in such a
way that it is likely to be received by a retail client in the EEA (in each case, within the meaning of the PI
Rules), other than in accordance with the limited exemptions set out in the PI Rules.
The Joint Lead Managers are required to comply with the applicable PI Rules. By purchasing, or making or
accepting an offer to purchase, any Notes (or a beneficial interest in such Notes) from the Issuer and/or the
Joint Lead Managers, each prospective investor represents, warrants, agrees with and undertakes to the
Issuer and each of the Joint Lead Managers that:
(i)
it is not a retail client in the EEA (as defined in the applicable PI Rules);
(ii)
whether or not it is subject to the PI Rules, it will not (a) sell or offer the Notes (or any beneficial
interests therein) to retail clients in the EEA or (b) communicate (including the distribution of this
Prospectus) or approve an invitation or inducement to participate in, acquire or underwrite the Notes
(or any beneficial interests therein) where that invitation or inducement is addressed to or
disseminated in such a way that it is likely to be received by a retail client in the EEA (in each case
within the meaning of the PI Rules), in any such case other than (x) in relation to any sale or offer to
sell the Notes (or any beneficial interests therein) to a retail client in or resident in the United
Kingdom, in circumstances that do not and will not give rise to a contravention of the PI Rules by any
person and/or (y) in relation to any sale or offer to sell the Notes (or any beneficial interests therein) to
a retail client in any EEA member state other than the United Kingdom, where (A) it has conducted an
5

assessment and concluded that the relevant retail client understands the risks of an investment in the
Notes (or any beneficial interests therein) and is able to bear the potential losses involved in an
investment in the Notes (or any beneficial interests therein) and (B) it has at all times acted in relation
to such sale or offer in compliance with the Markets in Financial Instruments Directive (2004/39/EC)
("MiFID") to the extent it applies to it or, to the extent MiFID does not apply to it, in a manner which
would be in compliance with MiFID if it were to apply to it; and
(iii) it will at all times comply with all applicable laws, regulations and regulatory guidance (whether
inside or outside the EEA) relating to the promotion, offering, distribution and/or sale of the Notes (or
any beneficial interests therein), including any such laws, regulations and regulatory guidance
relating to determining the appropriateness and/or suitability of an investment in the Notes (or any
beneficial interests therein) by investors in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer and/or the
Joint Lead Managers, the foregoing representations, warranties, agreements and undertakings will be given
by and be binding upon both the agent and its underlying client.
6

INDEX
Section
Page
GENERAL OVERVIEW .................................................................................................................................................. 8
RISK FACTORS .............................................................................................................................................................. 17
INFORMATION INCORPORATED BY REFERENCE ............................................................................................. 54
TERMS AND CONDITIONS OF THE NOTES.......................................................................................................... 57
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............................... 83
USE OF PROCEEDS ...................................................................................................................................................... 85
DESCRIPTION OF THE ISSUER ................................................................................................................................. 86
TAXATION ..................................................................................................................................................................... 90
SUBSCRIPTION AND SALE........................................................................................................................................ 99
GENERAL INFORMATION ...................................................................................................................................... 104

7

GENERAL OVERVIEW
This general overview must be read as an introduction to this Prospectus and is qualified in its entirety by reference to
the more detailed information presented elsewhere in this Prospectus. Any decision to invest in the Notes should be
based on a consideration of the Prospectus as a whole, including the documents incorporated by reference.
In this Prospectus, words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere
have the same meanings when used in this general overview and references to a "Condition" is to such numbered
condition in the Terms and Conditions of the Notes.
Issuer:
Intesa Sanpaolo S.p.A.
Joint Lead Managers:
Banca IMI S.p.A., Deutsche Bank AG, London Branch, HSBC Bank
plc, Merrill Lynch International, Société Générale and UBS Limited
Principal amount:
1,250,000,000
Issue price:
100.0 per cent. of the principal amount of the Notes.
Issue date:
19 January 2016
Form and denomination:
The Notes will be issued in bearer form in denominations of 200,000
and integral multiples of 1,000 in excess thereof, up to (and
including) 399,000.
Status of the Notes:
The Notes constitute and will constitute unsecured, subordinated
obligations of the Issuer.
In the event of the voluntary or involuntary liquidation or
bankruptcy (including, inter alia, Liquidazione Coatta Amministrativa) of
the Issuer, the rights of the holders of the Notes to payments of the
then Outstanding Principal Amount (as reduced by any relevant
Write-Down Amount in respect of a Trigger Event which has
occurred but in respect of which the Write-Down Effective Date has
not yet occurred, if any) of the Notes and any other amounts in
respect of the Notes (including any accrued and uncancelled interest
or damages awarded for breach of any obligations under the
Conditions, if any are payable), will rank:
(A) pari passu without any preference among the Notes;
(B) at least pari passu with payments to holders of present or future
outstanding Parity Securities of the Issuer;
(C) in priority to payments to holders of present or future
outstanding Junior Securities of the Issuer; and
(D) junior in right of payment to the payment of any present or
future claims of (x) depositors of the Issuer, (y) other
unsubordinated creditors of the Issuer, and (z) subordinated
creditors of the Issuer in respect of Subordinated Indebtedness
(other than Parity Securities and Junior Securities) including,
8

without limitation, any subordinated notes intended to qualify
as Tier 2 Capital.
"Parity Securities" means (i) any subordinated and undated debt
instruments or securities of the Issuer which are recognized as
Additional Tier 1 capital of the Issuer, from time to time by the
Relevant Authority and (ii) any securities or other obligations of the
Issuer which rank, or are expressed to rank, on a voluntary or
involuntary liquidation or bankruptcy of the Issuer, pari passu with
the Notes.
"Junior Securities" means (i) the share capital of the Issuer including
its azioni privilegiate, ordinary shares and azioni di risparmio, (ii) any
securities, instruments or obligations of the Issuer (including
strumenti finanziari issued under Article 2346 of the Italian Civil
Code) ranking, or expressed to rank, pari passu with the claims
described under (i) above and/or junior to the Notes, and (iii) any
securities issued by an institution within the Group (excluding the
Issuer) which have the benefit of a guarantee or similar instrument
from the Issuer ranking, or expressed to rank, pari passu with the
claims described under (i) and (ii) above, and/or junior to the Notes.
"Tier 2 Capital" has the meaning given to it (or, if no longer used,
any equivalent or successor term) in the Applicable Banking
Regulations.
No fixed redemption:
The Notes will mature and be redeemed by the Issuer on the date on
which voluntary or involuntary winding up proceedings are
instituted in respect of the Issuer, in accordance with, as the case may
be, (i) a resolution passed at a shareholders' meeting of the Issuer, (ii)
any provision of the By-laws of the Issuer (which, as at 14 January
2016 provide for the duration of the Issuer to expire on 31 December
2100, but if such expiry date is extended, redemption of the Notes
will be correspondingly adjusted), or (iii) any applicable legal
provision, or any decision of any judicial or administrative authority.
The Notes may not be redeemed at the option of the Issuer except in
accordance with the provisions of Condition 8 (Redemption and
Purchase). The Notes may not be redeemed at the option of the
Noteholders.
Interest:
The Notes will bear interest at their Outstanding Principal Amount,
on a non-cumulative basis subject to cancellation as described
below, semi-annually in arrear on 19 January and 19 July in each
year (each, an "Interest Payment Date"). The rate of interest
through to (and excluding) 19 January 2021 (the "First Reset Date")
will be 7.0 per cent. per annum. The rate of interest will be reset on
the First Reset Date and on each 5-year anniversary thereafter (each,
a "Reset Date").
9