INTESA SANPAOLO

AVVISO n.14194

13 Aprile 2023

MOT - EuroMOT

Mittente del comunicato : BORSA ITALIANA

Societa' oggetto dell'Avviso

: INTESA SANPAOLO

Testo del comunicato

Oggetto : 'EuroMOT' - Inizio negoziazioni 'INTESA SANPAOLO'

Si veda allegato.

Disposizioni della Borsa

Società Emittente: INTESA SANPAOLO

Titoli: "Intesa Sanpaolo S.p.A. Tasso Fisso Dollaro Canadese" (Codice ISIN XS2610210564)

"Intesa Sanpaolo S.p.A. Tasso Fisso Dollaro Neozelandese" (Codice ISIN XS2610210051)

Oggetto: INIZIO DELLE NEGOZIAZIONI IN BORSA

Data inizio negoziazioni: 14/04/2023

Mercato di negoziazione: Borsa - Mercato telematico delle obbligazioni (MOT),

segmento EuroMOT, 'classe euro-obbligazioni, ABS, titoli di emittenti esteri e altri titoli di debito'.

Clearing: n.a.

Sistemi di regolamento: Euroclear e Clearstream Banking Luxembourg Calendario di regolamento: Il calendario delle valute CAD, NZD tenuto altresì conto

dei giorni di chiusura dei sistemi di liquidazione interessati per gli strumenti che regolano in tali divise

Termini di liquidazione: Il secondo giorno successivo alla data di stipulazione dei

contratti di compravendita

EMS: 36.000 relativamente al titolo "Intesa Sanpaolo S.p.A. Tasso Fisso Dollaro Canadese" (XS2610210564)

40.000 relativamente al titolo "Intesa Sanpaolo S.p.A. Tasso Fisso Dollaro Neozelandese" (XS2610210051)

CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE

"Intesa Sanpaolo S.p.A. Tasso Fisso Dollaro Canadese"

Modalità di negoziazione: corso secco

N. obbligazioni in circolazione: 25.000

Valore nominale unitario: 2.000 CAD Valore nominale complessivo

delle obbligazioni in circolazione: 50.000.000 CAD

Interessi: le obbligazioni fruttano interessi annui lordi, pagabili in via posticipata in conformità a quanto specificato nei Final Terms del prestito.

Modalità di calcolo dei ratei: ACT/ACT su base periodale Godimento: 13/04/2023

Scadenza: 13/04/2025 (rimborso alla pari in un'unica soluzione alla scadenza)

Tagli: unico da nominali 2.000 CAD

Codice ISIN: XS2610210564

Codice Instrument Id: 980749

Descrizione: INTSANPAOLO TF 4,5% AP25 CAD

Importo minimo di negoziazione: 2.000 CAD

Obblighi operatore specialista: Intesa Sanpaolo S.p.A. (codice operatore IT1105) agirà

come operatore specialista nel rispetto degli obblighi indicati nella “Guida ai Parametri”.

"Intesa Sanpaolo S.p.A. Tasso Fisso Dollaro Neozelandese"

Modalità di negoziazione: corso secco

N. obbligazioni in circolazione: 25.000

Valore nominale unitario: 2.000 NZD Valore nominale complessivo

delle obbligazioni in circolazione: 50.000.000 NZD

Interessi: le obbligazioni fruttano interessi annui lordi, pagabili in via posticipata in conformità a quanto specificato nei Final Terms del prestito.

Modalità di calcolo dei ratei: ACT/ACT su base periodale Godimento: 13/04/2023

Scadenza: 13/04/2025 (rimborso alla pari in un'unica soluzione alla scadenza)

Tagli: unico da nominali 2.000 NZD

Codice ISIN: XS2610210051

Codice Instrument Id: 980750

Descrizione: INTSANPAOLO TF 5,6% AP25 NZD

Importo minimo di negoziazione: 2.000 NZD

Obblighi operatore specialista: Intesa Sanpaolo S.p.A. (codice operatore IT1105) agirà

come operatore specialista nel rispetto degli obblighi indicati nella “Guida ai Parametri”.

Disposizioni normative: Provvedimento n. LOL-004930 del 12/04/2023 di Borsa

Italiana

DISPOSIZIONI DELLA BORSA ITALIANA

Dal giorno 14/04/2023 gli strumenti finanziari "Intesa Sanpaolo S.p.A. Tasso Fisso Dollaro Canadese", "Intesa Sanpaolo S.p.A. Tasso Fisso Dollaro Neozelandese" verranno iscritti nel Listino Ufficiale, comparto obbligazionario (MOT).

Allegati:

- Final Terms del prestito obbligazionario.

FINAL TERMS

12 April 2023

Intesa Sanpaolo S.p.A.

(incorporated as a società per azioni in the Republic of Italy) Legal entity identifier (LEI): 2W8N8UU78PMDQKZENC08 CAD Fixed Rate Notes due 13.04.2025

"Intesa Sanpaolo S.p.A. Tasso Fisso Dollaro Canadese"

under the Note Issuance Programme IMI Corporate & Investment Banking PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the Conditions) set forth in the Base Prospectus dated 21 June 2022 and the supplements to the Base Prospectus dated 4 August 2022 and 9 February 2023, which together constitute a base prospectus for the purposes of the Prospectus Regulation as amended (the Base Prospectus). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8(1) of the Prospectus Regulation and must be read in conjunction with the Base Prospectus. 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 Base Prospectus. The Base Prospectus is available for viewing during normal business hours at the registered office of the Issuer and the specified offices of the Paying Agents. The Base Prospectus has been published on the websites of Luxembourg Stock Exchange (xxx.xxxxxx.xx) and the Issuer's website (xxx.xxxxxxxxxxxxxx.xxxxxxxxxxxxxxxxxxx.xxx). In the event of any inconsistency between the Conditions and the Final Terms, these Final Terms prevail. An issue specific summary of the Notes is annexed to these Final Terms. In the case of the Notes admitted to trading on the regulated market of the Luxembourg Stock Exchange, the Final Terms will be published on the website of the Luxembourg Stock Exchange and of the Issuer.

1. (a) Series Number: 8

(b) Tranche Number: 1

Not applicable

2. Specified Currency: The Specified Currency is Canadian Dollars ("CAD").

3. Aggregate Nominal Amount:

(a) Series: CAD 50,000,000

(b) Tranche: CAD 50,000,000

4. Issue Price of Tranche: 100 per cent. of the Aggregate Nominal Amount.

5. (a) Specified Denominations: CAD 2,000

(b) Calculation Amount: CAD 2,000

6. (a) Issue Date: The Issue Date is 13 April 2023

(b) Interest Commencement Date: Issue Date

7. Type of Notes: Fixed Rate Notes

8. Maturity Date: 13 April 2025

9. Form of Notes: Bearer

10. Interest Basis: 4.50 per cent. per annum Fixed Rate

(further particulars specified at point 19 below)

11. Redemption/Payment Basis: Redemption at par

12. Change of Interest Basis: Not applicable

13. Investor Put: Not applicable

14. Issuer Call: Not applicable

15. Mandatory Early Redemption Not applicable

16. Dual Currency Note Provisions: Not applicable

17. Tax Gross-Up: Condition 8(ii) applicable

18. Method of distribution: Not applicable

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

19. Fixed Rate Note Provisions: Applicable.

(i) Rate(s) of Interest: 4.50 per cent. per annum payable semi-annually in arrear

(ii) Fixed Interest Period(s): from (and including) the Interest Commencement Date up

to (but excluding) 13 October 2023 (the "First Fixed Interest Period");

from (and including) the 13 October 2023 up to (but excluding) 13 April 2024 (the "Second Fixed Interest Period");

from (and including) the 13 April 2024 up to (but excluding) 13 October 2024 (the "Third Fixed Interest Period");

from (and including) the 13 October 2024 up to (but excluding) 13 April 2025 (the "Fourth Fixed Interest Period").

(iii) Fixed Interest Payment Date(s):

13 October and 13 April in each year up to and including the Maturity Date. The first Fixed Interest Payment Date is 13 October 2023.

(iv) Business Day Convention: Following Business Day Convention

(v) Additional Business Centre(s):

TARGET2, Toronto

(vi) Fixed Interest Accrual Date(s):

The Fixed Interest Accrual Dates are the Interest Commencement Date and 13 October and 13 April in each year up to but excluding the Maturity Date.

(vii) Fixed Coupon Amount(s): CAD 45.00 per Calculation Amount in respect of each

Fixed Interest Period.

(viii) Broken Amount(s): Not applicable

(ix) Day Count Fraction: Actual/Actual (ICMA) following unadjusted

(x) Determination Date(s): 13 October and 13 April in each year.

20. Fixed Reset Rate Note Provisions: Not applicable

21. Floating Rate Note Provisions: Not applicable

22. Call Interest Provisions: Not applicable

23. Put Interest Provisions: Not applicable

24. Digital Interest Provisions: Not applicable

25. Range Accrual Interest Provisions: Not applicable

26. Spread Interest Provisions: Not applicable

27. Zero Coupon Note Provisions: Not applicable

28. Change of Interest Basis Provisions: Not applicable

29. Global Cap: Not applicable

30. Global Floor: Not applicable

PROVISIONS RELATING TO REDEMPTION

31. Issuer Call: Not applicable

32. Investor Put: Not applicable

33. Mandatory Early Redemption Not applicable

34. Final Redemption Amount of each Note:

CAD 2,000 per Calculation Amount

35. Early Redemption Amount of each Note payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in Condition 5(v)):

CAD 2,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES

36. Form of Notes:

(a) Form of Notes: Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for definitive Bearer Notes only upon an Exchange Event.

(b) New Global Note: No

37. Additional Financial Centre(s): Not applicable

38. Talons for future Coupons to be attached to definitive Notes (and dates on which such Talons mature):

Not applicable

39. Prohibition of Sales to Retail Investors: Not applicable

Signed on behalf of Intesa Sanpaolo S.p.A.:

By: ........................................................

Duly authorised

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i) Listing: Application has been made to Luxembourg – Official List of the Luxembourg Stock Exchange and Republic of Italy

(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 the Issue Date or a date around the Issue Date.

Application has also been made for (i) admission to trading on the Italian multilateral trading facility EuroTLX, organised and managed by Borsa Italiana S.p.A. which is not a regulated market for the purposes of Directive 2014/65/EU as amended from time to time; and (ii) listing on the MOT market (Mercato Telematico delle Obbligazioni), organised and managed by Borsa Italiana

S.p.A. with effect from the Issue Date or a date around the Issue Date.

After the Issue Date application may be made by the Issuer (or on its behalf) to list the Notes on such further or other stock exchanges or regulated markets or to admit to trading on such other trading venues (including without limitation multilateral trading facilities) as the Issuer may decide.

(iii) Estimate of total expenses related to admission to trading:

EUR 1,000

2. RATINGS

Ratings: At the date of these Final Terms, the Issuer is rated BBB (high) by DBRS Rating GmbH (DBRS Morningstar), BBB by Fitch Ratings Ireland Limited (Fitch Ratings), Baa1 by Moody’s Investors Service España S.A. (Moody’s) and BBB by S&P Global Ratings Europe Limited (S&P Global Ratings).

Not applicable. No ratings have been assigned to the Notes at the request of or with the cooperation of the Issuer in the rating process.

3. NOTIFICATION

The CSSF has provided the Commissione Nazionale per le Società e la Borsa (CONSOB) with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Regulation.

4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

The Issuer will act as Calculation Agent under the Notes. See the risk factor “Calculation Agent’s Discretion and Conflicts of Interest” at page 49 of the Base Prospectus.

5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i) Reasons for the offer and use of proceeds:

See "Use of Proceeds" wording in Base Prospectus.

(ii) Estimated net proceeds: The net proceeds of the issue of the Notes will be equal to

100 per cent. of the Aggregate Nominal Amount of the Notes issued, i.e. CAD 50,000,000.

(iii) Estimated total expenses: The estimated total expenses that can be determined as of

the Issue Date are up to EUR 1,000 consisting of Listing Fees, such expenses excluding certain out-of pocket expenses incurred or to be incurred by or on behalf of the Issuer in connection with the admission to trading of the Notes

6. YIELD

Indication of yield: The yield is 4.544 per cent. per annum at maturity, calculated as the annual expected return as at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

7. PERFORMANCE OF RATES

Not applicable.

8. INFORMATION CONCERNING THE UNDERLYING(S)

Not applicable.

9. OPERATIONAL INFORMATION

(i) ISIN Code: XS2610210564

(ii) Common Code: 261021056

(iii) Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking S.A. and the relevant identification number(s):

Not applicable

(iv) Delivery: Delivery against payment

(v) Names and addresses of additional Paying Agent(s) (if any):

Not applicable

(vi) Intended to be held in a manner which would allow Eurosystem eligibility:

No. Whilst the designation is specified 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.

10. DISTRIBUTION

(i) If syndicated, names and addresses of Managers and underwriting commitments:

Not applicable

(ii) Date of Subscription Agreement: Not applicable

(iii) Stabilisation Manager (if any): Not applicable

(iv) If non-syndicated, name and address of relevant Manager, if applicable:

Not applicable

(v) Total commission and concession: Not applicable.

(vi) US Selling Restrictions: Reg. S compliance category 2; TEFRA D

(vii) Public Offer: Not applicable

11. TERMS AND CONDITIONS OF THE OFFER

Not applicable

PART C – ISSUE SPECIFIC SUMMARY OF THE NOTES

Section 1 – Introduction containing warnings

Securities: CAD Fixed Rate Notes due 13.04.2025 (ISIN Code XS2610210564)

Issuer: Intesa Sanpaolo S.p.A. (Intesa Sanpaolo, the Bank or the Issuer) Address: Xxxxxx Xxx Xxxxx 000, 00000 Xxxxx, Xxxxx

Phone number: x00 000 000 0

Website: xxx.xxxxxxxxxxxxxx.xxxxxxxxxxxxxxxxxxx.xxx

Legal Entity Identifier (LEI): 2W8N8UU78PMDQKZENC08

Competent authority: Commission de Surveillance du Secteur Financier (CSSF), 000, xxxxx x'Xxxxx X-0000 Xxxxxxxxxx. Phone number: (+352) 26 25 1 - 1.

Date of approval of the Base Prospectus: Note Issuance Programme IMI Corporate & Investment Banking approved by the CSSF on 21 June 2022.

This Summary should be read as an introduction to the Base Prospectus.

Any decision to invest in the Notes should be based on consideration of the Base Prospectus as a whole by the investor. Investors could lose all or part of the invested capital.

Where a claim relating to the information contained in the Base Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Base Prospectus (including any supplements as well as the Final Terms) before the legal proceedings are initiated.

Civil liability attaches only to those persons who have tabled the Summary including any translation thereof, but only if the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus, or it does not provide, when read together with the other parts of the Base Prospectus, all necessary key information in order to aid investors when considering whether to invest in the Notes.

Section 2 – Key information on the Issuer

Who is the issuer of the securities?

The Issuer is Intesa Sanpaolo S.p.A., registered with the Companies' Registry of Turin under registration number 00799960158 and with the National Register of Banks under no. 5361 and is the parent company of "Gruppo Intesa Sanpaolo". Intesa Sanpaolo S.p.A. operates subject to the Banking Law.

Domicile and legal form, its LEI, the law under which it operates and its country of incorporation

Intesa Sanpaolo’s Legal Entity Identification number (LEI) is 2W8N8UU78PMDQKZENC08. The Issuer is an Italian bank established as a company limited by shares (società per azioni).

The registered and administrative office of the Issuer is Xxxxxx Xxx Xxxxx 000, 00000 Xxxxx, Xxxxx.

The Issuer is incorporated and carries out its business under Italian law. The Issuer, both as a bank and as is the parent company of "Gruppo Intesa Sanpaolo", is subject to the Bank of Italy's and European Central Bank's prudential supervision.

Principal activities

The Issuer is a banking institution engaged in investment banking activities. The Issuer offers a wide range of capital markets, investment banking and special lending services to a diversified client base including banks, companies, institutional investors, entities and public bodies. The Issuer is the parent company of the "Gruppo Intesa Sanpaolo" which operates through six divisions: the Banca dei Territori division, the Corporate and Investment Banking division, the International Subsidiary Banks division, the Private Banking division, the Asset Management division and the Insurance Division.

Major shareholders, including whether it is directly or indirectly owned or controlled and by whom

As of 22 December 2022, the shareholder structure of the Issuer was composed as follows (holders of shares exceeding 3%): Compagnia di San Paolo (ordinary shares: 1,188,947,304; owned: 6.261%); Fondazione Cariplo (ordinary shares: 961,333,900; owned: 5.063%).

Identity of its key managing directors

The managing director of the Issuer is Xxxxx Xxxxxxx (Chief Executive Officer).

Identity of its auditors KPMG S.p.A., with registered office at Xxx X. Xxxxxx, 00, 00000 Xxxxx, was appointed by the Issuer as its independent auditor to audit its financial statements for the period 2012-2020. EY S.p.A., with registered office at Xxx Xxxxxxxxx, 00 – 00187 Rome, was appointed by the Issuer as its independent auditor to audit its financial statements for the period 2021-2029.
What is the key financial information regarding the Issuer?
	Consolidated Income statement
		As for the year ended			As for the half year ended
	EUR millions, except where indicated	31.12.221 Unaudited	31.12.21 Audited	31.12.20 Audited	30.06.22 Unaudited		30.06.21 Unaudited
	Interest margin	not available	7,993	7,732	4,083		4,033
	Net fee and commission income	not available	9,364	7,978	4,399		4,620
	Profits (Losses) on trading	not available	503	628	193		409
	Net losses/recoveries for credit risks	not available	(2,843)	(4,364)	(1,264)		(1,076)
	Net income from banking and insurance activities	not available	17,774	14,148	9,282		9,532
	Parent Company’s net income (loss)	4,354	4,185	3,277	2,354		3,023
	Consolidated Balance Sheet
		As for the year ended			As for the half year /year ended		Value as outcome from the Supervisory Review and Evaluation Process (‘SREP’ requirement for 2022)2
	EUR millions, except where indicated	31.12.221 Unaudited	31.12.21 Audited	31.12.20 Audited	30.06.22 Unaudited	31.12.21 Audited
	Total assets	975,683	1,069,003	1,002,614	1,032,315	1,069,003	not applicable
	Senior debt (securities issued)	not available	73,959	80,048	65,466	73,959	not applicable
	Subordinated debt (securities issued)	not available	12,599	11,786	12,440	12,599	not applicable
	Financial assets measured at	not available	504,929	505,165	516,916	504,929	not applicable

1 The financial information relating to 31 December 2022 has been extracted from the press release issued by Xxxxxx Xxxxxxxx S.p.A. on 3 February 2023 and entitled "Intesa Sanpaolo: Consolidated Results as at 31 December 2022" (the "2022 Results Press Release"). The Issuer confirms that the unaudited results and other figures contained in the 2022 Results Press Release are consistent with the corresponding figures that will be contained in the Issuer’s consolidated financial statements as at and for the year ended 31 December 2022.

2 Applying the regulatory measure introduced by the ECB and effective from 12 March 2020.

	amortised cost - Loans to customers
	Financial liabilities measured at amortised cost - Due to customers	not available	458,239	422,365	460,455	458,239	not applicable
	Share capital	10,369	10,084	10,084	10,369	10,084	not applicable
	Non performing loans	5,496	7,077	10,743	6,155	7,077	not applicable
	Common Equity Tier 1 capital (CET1) ratio (%)	13.8%	14.5%	14.7%	12.7%	14.5%	8.95%3
	Total Capital Ratio	19.1%	19.1%	19.6%	17.5%	19.1%	not available

What are the key risks that are specific to the Issuer?
Risk exposure to debt Securities issued by sovereign States The market tensions regarding government bonds and their volatility, as well as Italy's rating downgrading or the forecast that such downgrading may occur, might have negative effects on the assets, the economic and/or financial situation, the operational results and the perspectives of the Bank. Intesa Sanpaolo Group results are and will be exposed to sovereign debtors, in particular to Italy and certain major European Countries. Risks related to legal proceedings The risk arising from legal proceedings consists of the possibility of the Bank being obliged to pay any sum in case of unfavourable outcome. Risks related to the economic/financial crisis and the impact of current uncertainties of the macro-economic context The future development in the macro-economic context may be considered as a risk as it may produce negative effects and trends in the economic and financial situation of the Bank and/or the Group. Any negative variations of the factors that affect the macro- economic framework, in particular during periods of economic-financial crisis, could lead the Bank and/or the Group to suffer losses, increases of financing costs, and reductions of the value of the assets held, with a potential negative impact on the liquidity of the Bank and/or the Group and its financial soundness. Credit risk The economic and financial activity and soundness of the Bank depend on its borrower's creditworthiness. The Bank is exposed to the traditional risks related to credit activity. Therefore, the clients' breach of the agreements entered into and of their underlying obligations, or any lack of information or incorrect information provided by them as to their respective financial and credit position, could have negative effects on the economic and/or financial situation of the Bank. Market risk The market risk is the risk of losses in the value of financial instruments, including the securities of sovereign States held by the Bank, due to the movements of market variables (by way of example and without limitation, interest rates, prices of securities, exchange rates), which could determine a deterioration of the financial soundness of the Bank and/or the Group. Such deterioration could be produced either by negative effects on the income statement deriving from positions held for trading purposes, or from negative changes in the FVOCI (Fair Value through Other Comprehensive Income) reserve, generated by positions classified as financial Activities evaluated at fair value, with an impact on the overall profitability. Liquidity risk Although the Bank constantly monitors its own liquidity risk, any negative development of the market situation and the general economic context and/or creditworthiness of the Bank, may have negative effects on the activities and the liquidity risk is the risk that the Bank is not able to satisfy its payment obligations at maturity, both due to the inability to raise funds on the market (funding liquidity risk) and of the difficulty to disinvest its own assets (market liquidity risk).

3 Countercyclical Capital Buffer calculated taking into account the exposure as at 31 December 2022 in the various countries where the Group has a presence, as well as the respective requirements set by the competent national authorities and relating to 2024, where available, or the most recent update of the reference period (requirement was set at zero per cent in Italy for 2022 and for the first three months of 2023).

8.91% from 1st January 2023, taking into account the Countercyclical Capital Buffer calculated as described above.

Operational risk

The Bank is exposed to several categories of operational risk which are intrinsic to its business, among which those mentioned herein, by way of example and without limitation: frauds by external persons, frauds or losses arising from the unfaithfulness of the employees and/or breach of control procedures, operational errors, defects or malfunctions of computer or telecommunication systems, computer virus attacks, default of suppliers with respect to their contractual obligations, terrorist attacks and natural disasters. The occurrence of one or more of said risks may have significant negative effects on the business, the operational results and the economic and financial situation of the Bank.

Risk related to the development of the banking sector regulation and the changes in the regulation on the solution of banking crises

The Bank is subject to a complex and strict regulation, as well as to the supervisory activity performed by the relevant institutions (in particular, the European Central Bank, the Bank of Italy and CONSOB). Both the aforementioned regulation and supervisory activity are subject, respectively, to continuous updates and practice developments. Furthermore, as a listed Bank, the Bank is required to comply with further provisions issued by CONSOB. The Bank, besides the supranational and national rules and the primary or regulatory rules of the financial and banking sector, is also subject to specific rules on anti-money laundering, usury and consumer protection. Although the Bank undertakes to comply with the set of rules and regulations, any changes of the rules and/or changes of the interpretation and/or implementation of the same by the competent authorities could give rise to new burdens and obligations for the Bank, with possible negative impacts on the operational results and the economic and financial situation of the Bank.

Section 3 – Key information on the Securities

Type, class and ISIN

Title of Notes: Fixed Rate Notes Series Number: 8

Tranche Number: 1

ISIN Code: XS2610210564

Common Code: 261021056

Currency, denomination, and term of the securities

The Notes are denominated in Canadian Dollars ("CAD"). Payments of interest in respect of the Notes will be made in CAD. Payments of principal in respect of the Notes will be made in CAD.

The Specified Denominations is equal to CAD 2,000.

Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on 13 April 2025 at par. The Notes will be redeemed in CAD.

Rights attached to the securities

Right to interest: Notes may bear interest from and including 13 April 2023 (Issue Date and Interest Commencement Date) to but excluding 13 April 2025 at the fixed rate of 4.50 per cent. per annum payable semi-annually in arrear.

The yield of the Notes is 4.544 per cent per annum at maturity, calculated as the annual expected return as at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

Interest will be paid in CAD in arrear on 13 October and 13 April in each year until 13 April 2025. The first interest payment will be made on 13 October 2023.

Right to redemption: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on 13 April 2025 at par. The Notes will be redeemed in CAD.

Taxation: the Issuer is not obliged to gross up any payments in respect of the Notes and shall not be liable for or otherwise obliged to pay any tax, duty, withholding or other payment which may arise as a result of the ownership, transfer, presentation and surrender for payment, or enforcement of any Note and all payments made by the Issuer shall be made subject to any such tax, duty, withholding or other payment which may be required to be made, paid, withheld or deducted.

All payments in respect of the Notes will be made subject to any withholding or deduction required pursuant to the FATCA.

Events of Default: The terms of the Notes will contain, amongst others, the following events of default:

(a) default in payment of any principal or interest due in respect of the Notes, continuing for a specified period of time;

(b) non-performance or non-observance by the Issuer of any of its other obligations under the Terms and Conditions continuing for a specified period of time;

(d) events relating to the insolvency or winding up of the Issuer.

Meeting of Noteholders: The terms of the Notes will contain provisions for calling meetings of holders of such Notes to consider matters affecting their interests generally. These provisions permit defined majorities to bind all holders, including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority.

Seniority of the securities

The Notes and any relative Coupons constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer, from time to time outstanding.

Restrictions on the free transferability

Regulation S Compliance Category 2. TEFRA D

Where will the securities be traded?

Application has been made for the Notes to be admitted to trading on the regulated market of the Luxembourg Stock Exchange with effect from the Issue Date or a date around the Issue Date.

(ii) listing on the MOT market (Mercato Telematico delle Obbligazioni), organised and managed by Borsa Italiana S.p.A.. with effect from the Issue Date or a date around the Issue Date.

What are the key risks that are specific to the securities?

The Notes may not be a suitable investment for all investors

Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances.

Modification, waivers and substitution

The Terms and Conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority. The Terms and Conditions of the Notes also provide that the Agent and the Issuer may, without the consent of Noteholders, agree to (i) any modification (subject to certain specific exceptions) of the Notes or the Coupons or the Agency Agreement which is not prejudicial to the interests of the Noteholders or (ii) any modification of the Notes, the Coupons or the Agency Agreement which is of a formal, minor or technical nature or is made to correct a manifest error or proven error or to comply with mandatory provisions of law.

Calculation Agent's Discretion and Conflicts of Interest

The Calculation Agent may make certain determinations in respect of the Notes, and certain adjustments to the Terms and Conditions of the Notes, which could affect amounts of interest and/or principal payable by the Issuer in respect of the Notes. The Terms and Conditions of the Notes will specify the circumstances in which the Calculation Agent will be able to make such determinations and adjustments. In exercising its right to make such determinations and adjustments the Calculation Agent is entitled to act in its sole and absolute discretion.

Taxation

Potential purchasers and sellers of Notes should be aware that they may be required to pay taxes or other documentary charges or duties in accordance with the laws and practices of the country where the Notes are transferred and/or any asset(s) are delivered or in other jurisdictions. In addition, it is not possible to predict whether the taxation regime applicable to Notes on the date of purchase or subscription will be amended during the term of the Notes. If such amendments are made, the taxation regime applicable to the Notes may differ substantially from the taxation regime in existence on the date of purchase or subscription of the Notes.

The secondary market generally

Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market.

Exchange rate risks and exchange controls

The Issuer will pay principal and interest on the Notes in the Specified Currency. This presents certain risks relating to currency conversion if an investor's financial activities are denominated principally in a currency or currency unit (the “Investor's Currency”) other than the Specified Currency. These include the risk that exchange rates may significantly change and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal. The above risks may be increased for currencies of emerging market jurisdictions.

Interest rate risks

Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the Fixed Rate Notes.

Section 4 – Key information on the offer of securities to the public

Under which conditions and timetable can I invest in this security?

Not applicable - The Notes are not being offered to the public as part of a Public Offer.

Who is the offeror?

Not applicable - The Notes are not being offered to the public as part of a Public Offer.

Reasons for the offer and estimated net amount of the proceeds

The Issuer intends to use the net proceeds from each issue of Notes for its general corporate purposes. A substantial portion of the proceeds may be used to hedge market risk with respect to such Notes.

The net proceeds of the issue of the Notes will be equal to 100 per cent. of the Aggregate Nominal Amount of the Notes issued, i.e. CAD 50,000,000.

Indication of whether the offer is subject to an underwriting agreement on a firm commitment basis

Not applicable - The Notes are not being offered to the public as part of a Public Offer.

Indication of the most material conflicts of interest pertaining to the offer or the admission to trading.

The Issuer will act as Calculation Agent under the Notes.

FINAL TERMS

12 April 2023

Intesa Sanpaolo S.p.A.

(incorporated as a società per azioni in the Republic of Italy) Legal entity identifier (LEI): 2W8N8UU78PMDQKZENC08 NZD Fixed Rate Notes due 13.04.2025

"Intesa Sanpaolo S.p.A. Tasso Fisso Dollaro Neozelandese"

under the Note Issuance Programme IMI Corporate & Investment Banking PART A – CONTRACTUAL TERMS

1. (a) Series Number: 9

(b) Tranche Number: 1

Not applicable

2. Specified Currency: The Specified Currency is New Zealand Dollars ("NZD").

3. Aggregate Nominal Amount:

(a) Series: NZD 50,000,000

(b) Tranche: NZD 50,000,000

4. Issue Price of Tranche: 100 per cent. of the Aggregate Nominal Amount.

5. (a) Specified Denominations: NZD 2,000

(b) Calculation Amount: NZD 2,000

6. (a) Issue Date: The Issue Date is 13 April 2023

(b) Interest Commencement Date: Issue Date

7. Type of Notes: Fixed Rate Notes

8. Maturity Date: 13 April 2025

9. Form of Notes: Bearer

10. Interest Basis: 5.60 per cent. per annum Fixed Rate

(further particulars specified at point 19 below)

11. Redemption/Payment Basis: Redemption at par

12. Change of Interest Basis: Not applicable

13. Investor Put: Not applicable

14. Issuer Call: Not applicable

15. Mandatory Early Redemption Not applicable

16. Dual Currency Note Provisions: Not applicable

17. Tax Gross-Up: Condition 8(ii) applicable

18. Method of distribution: Not applicable

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

19. Fixed Rate Note Provisions: Applicable.

(i) Rate(s) of Interest: 5.60 per cent. per annum payable semi-annually in arrear

(ii) Fixed Interest Period(s): from (and including) the Interest Commencement Date up

to (but excluding) 13 October 2023 (the "First Fixed Interest Period");

from (and including) the 13 October 2023 up to (but excluding) 13 April 2024 (the "Second Fixed Interest Period");

from (and including) the 13 April 2024 up to (but excluding) 13 October 2024 (the "Third Fixed Interest Period");

(iii) Fixed Interest Payment Date(s):

from (and including) the 13 October 2024 up to (but excluding) 13 April 2025 (the "Fourth Fixed Interest Period").

13 October and 13 April in each year up to and including the Maturity Date. The first Fixed Interest Payment Date is 13 October 2023.

(iv) Business Day Convention: Following Business Day Convention

(v) Additional Business Centre(s):

TARGET2, Wellington

(vi) Fixed Interest Accrual Date(s):

The Fixed Interest Accrual Dates are the Interest Commencement Date and 13 October and 13 April in each year up to but excluding the Maturity Date.

(vii) Fixed Coupon Amount(s): NZD 56.00 per Calculation Amount in respect of each

Fixed Interest Period.

(viii) Broken Amount(s): Not applicable

(ix) Day Count Fraction: Actual/Actual (ICMA) following unadjusted

(x) Determination Date(s): 13 October and 13 April in each year.

20. Fixed Reset Rate Note Provisions: Not applicable

21. Floating Rate Note Provisions: Not applicable

22. Call Interest Provisions: Not applicable

23. Put Interest Provisions: Not applicable

24. Digital Interest Provisions: Not applicable

25. Range Accrual Interest Provisions: Not applicable

26. Spread Interest Provisions: Not applicable

27. Zero Coupon Note Provisions: Not applicable

28. Change of Interest Basis Provisions: Not applicable

29. Global Cap: Not applicable

30. Global Floor: Not applicable

PROVISIONS RELATING TO REDEMPTION

31. Issuer Call: Not applicable

32. Investor Put: Not applicable

33. Mandatory Early Redemption Not applicable

34. Final Redemption Amount of each Note:

NZD 2,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES

36. Form of Notes:

(a) Form of Notes: Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for definitive Bearer Notes only upon an Exchange Event.

(b) New Global Note: No

37. Additional Financial Centre(s): Not applicable

38. Talons for future Coupons to be attached to definitive Notes (and dates on which such Talons mature):

Not applicable

39. Prohibition of Sales to Retail Investors: Not applicable

Signed on behalf of Intesa Sanpaolo S.p.A.:

By: ........................................................

Duly authorised

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i) Listing: Application has been made to Luxembourg – Official List of the Luxembourg Stock Exchange and Republic of Italy

(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 the Issue Date or a date around the Issue Date.

S.p.A. with effect from the Issue Date or a date around the Issue Date.

(iii) Estimate of total expenses related to admission to trading:

EUR 1,000

2. RATINGS

Not applicable. No ratings have been assigned to the Notes at the request of or with the cooperation of the Issuer in the rating process.

3. NOTIFICATION

4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

The Issuer will act as Calculation Agent under the Notes. See the risk factor “Calculation Agent’s Discretion and Conflicts of Interest” at page 49 of the Base Prospectus.

5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i) Reasons for the offer and use of proceeds:

See "Use of Proceeds" wording in Base Prospectus.

(ii) Estimated net proceeds: The net proceeds of the issue of the Notes will be equal to

100 per cent. of the Aggregate Nominal Amount of the Notes issued, i.e. NZD 50,000,000.

(iii) Estimated total expenses: The estimated total expenses that can be determined as of

6. YIELD

Indication of yield: The yield is 5.670 per cent. per annum at maturity, calculated as the annual expected return as at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

7. PERFORMANCE OF RATES

Not applicable.

8. INFORMATION CONCERNING THE UNDERLYING(S)

Not applicable.

9. OPERATIONAL INFORMATION

(i) ISIN Code: XS2610210051

(ii) Common Code: 261021005

(iii) Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking S.A. and the relevant identification number(s):

Not applicable

(iv) Delivery: Delivery against payment

(v) Names and addresses of additional Paying Agent(s) (if any):

Not applicable

(vi) Intended to be held in a manner which would allow Eurosystem eligibility:

10. DISTRIBUTION

(i) If syndicated, names and addresses of Managers and underwriting commitments:

Not applicable

(ii) Date of Subscription Agreement: Not applicable

(iii) Stabilisation Manager (if any): Not applicable

(iv) If non-syndicated, name and address of relevant Manager, if applicable:

Not applicable

(v) Total commission and concession: Not applicable.

(vi) US Selling Restrictions: Reg. S compliance category 2; TEFRA D

(vii) Public Offer: Not applicable

11. TERMS AND CONDITIONS OF THE OFFER

Not applicable

PART C – ISSUE SPECIFIC SUMMARY OF THE NOTES

Section 1 – Introduction containing warnings

Securities: NZD Fixed Rate Notes due 13.04.2025 (ISIN Code XS2610210051)

Issuer: Intesa Sanpaolo S.p.A. (Intesa Sanpaolo, the Bank or the Issuer) Address: Xxxxxx Xxx Xxxxx 000, 00000 Xxxxx, Xxxxx

Phone number: x00 000 000 0

Website: xxx.xxxxxxxxxxxxxx.xxxxxxxxxxxxxxxxxxx.xxx

Legal Entity Identifier (LEI): 2W8N8UU78PMDQKZENC08

Competent authority: Commission de Surveillance du Secteur Financier (CSSF), 000, xxxxx x'Xxxxx X-0000 Xxxxxxxxxx. Phone number: (+352) 26 25 1 - 1.

Date of approval of the Base Prospectus: Note Issuance Programme IMI Corporate & Investment Banking approved by the CSSF on 21 June 2022.

This Summary should be read as an introduction to the Base Prospectus.

Any decision to invest in the Notes should be based on consideration of the Base Prospectus as a whole by the investor. Investors could lose all or part of the invested capital.

Section 2 – Key information on the Issuer

Who is the issuer of the securities?

Domicile and legal form, its LEI, the law under which it operates and its country of incorporation

Intesa Sanpaolo’s Legal Entity Identification number (LEI) is 2W8N8UU78PMDQKZENC08. The Issuer is an Italian bank established as a company limited by shares (società per azioni).

The registered and administrative office of the Issuer is Xxxxxx Xxx Xxxxx 000, 00000 Xxxxx, Xxxxx.

Principal activities

Major shareholders, including whether it is directly or indirectly owned or controlled and by whom

Identity of its key managing directors

The managing director of the Issuer is Xxxxx Xxxxxxx (Chief Executive Officer).

Identity of its auditors KPMG S.p.A., with registered office at Xxx X. Xxxxxx, 00, 00000 Xxxxx, was appointed by the Issuer as its independent auditor to audit its financial statements for the period 2012-2020. EY S.p.A., with registered office at Xxx Xxxxxxxxx, 00 – 00187 Rome, was appointed by the Issuer as its independent auditor to audit its financial statements for the period 2021-2029.
What is the key financial information regarding the Issuer?
	Consolidated Income statement
		As for the year ended			As for the half year ended
	EUR millions, except where indicated	31.12.221 Unaudited	31.12.21 Audited	31.12.20 Audited	30.06.22 Unaudited		30.06.21 Unaudited
	Interest margin	not available	7,993	7,732	4,083		4,033
	Net fee and commission income	not available	9,364	7,978	4,399		4,620
	Profits (Losses) on trading	not available	503	628	193		409
	Net losses/recoveries for credit risks	not available	(2,843)	(4,364)	(1,264)		(1,076)
	Net income from banking and insurance activities	not available	17,774	14,148	9,282		9,532
	Parent Company’s net income (loss)	4,354	4,185	3,277	2,354		3,023
	Consolidated Balance Sheet
		As for the year ended			As for the half year /year ended		Value as outcome from the Supervisory Review and Evaluation Process (‘SREP’ requirement for 2022)2
	EUR millions, except where indicated	31.12.221 Unaudited	31.12.21 Audited	31.12.20 Audited	30.06.22 Unaudited	31.12.21 Audited
	Total assets	975,683	1,069,003	1,002,614	1,032,315	1,069,003	not applicable
	Senior debt (securities issued)	not available	73,959	80,048	65,466	73,959	not applicable
	Subordinated debt (securities issued)	not available	12,599	11,786	12,440	12,599	not applicable
	Financial assets measured at	not available	504,929	505,165	516,916	504,929	not applicable

1 The financial information relating to 31 December 2022 has been extracted from the press release issued by Intesa Sanpaolo S.p.A. on 3 February 2023 and entitled "Intesa Sanpaolo: Consolidated Results as at 31 December 2022" (the "2022 Results Press Release"). The Issuer confirms that the unaudited results and other figures contained in the 2022 Results Press Release are consistent with the corresponding figures that will be contained in the Issuer’s consolidated financial statements as at and for the year ended 31 December 2022.

2 Applying the regulatory measure introduced by the ECB and effective from 12 March 2020.

	amortised cost - Loans to customers
	Financial liabilities measured at amortised cost - Due to customers	not available	458,239	422,365	460,455	458,239	not applicable
	Share capital	10,369	10,084	10,084	10,369	10,084	not applicable
	Non performing loans	5,496	7,077	10,743	6,155	7,077	not applicable
	Common Equity Tier 1 capital (CET1) ratio (%)	13.8%	14.5%	14.7%	12.7%	14.5%	8.95%3
	Total Capital Ratio	19.1%	19.1%	19.6%	17.5%	19.1%	not available

What are the key risks that are specific to the Issuer?
Risk exposure to debt Securities issued by sovereign States The market tensions regarding government bonds and their volatility, as well as Italy's rating downgrading or the forecast that such downgrading may occur, might have negative effects on the assets, the economic and/or financial situation, the operational results and the perspectives of the Bank. Intesa Sanpaolo Group results are and will be exposed to sovereign debtors, in particular to Italy and certain major European Countries. Risks related to legal proceedings The risk arising from legal proceedings consists of the possibility of the Bank being obliged to pay any sum in case of unfavourable outcome. Risks related to the economic/financial crisis and the impact of current uncertainties of the macro-economic context The future development in the macro-economic context may be considered as a risk as it may produce negative effects and trends in the economic and financial situation of the Bank and/or the Group. Any negative variations of the factors that affect the macro- economic framework, in particular during periods of economic-financial crisis, could lead the Bank and/or the Group to suffer losses, increases of financing costs, and reductions of the value of the assets held, with a potential negative impact on the liquidity of the Bank and/or the Group and its financial soundness. Credit risk The economic and financial activity and soundness of the Bank depend on its borrower's creditworthiness. The Bank is exposed to the traditional risks related to credit activity. Therefore, the clients' breach of the agreements entered into and of their underlying obligations, or any lack of information or incorrect information provided by them as to their respective financial and credit position, could have negative effects on the economic and/or financial situation of the Bank. Market risk The market risk is the risk of losses in the value of financial instruments, including the securities of sovereign States held by the Bank, due to the movements of market variables (by way of example and without limitation, interest rates, prices of securities, exchange rates), which could determine a deterioration of the financial soundness of the Bank and/or the Group. Such deterioration could be produced either by negative effects on the income statement deriving from positions held for trading purposes, or from negative changes in the FVOCI (Fair Value through Other Comprehensive Income) reserve, generated by positions classified as financial Activities evaluated at fair value, with an impact on the overall profitability. Liquidity risk Although the Bank constantly monitors its own liquidity risk, any negative development of the market situation and the general economic context and/or creditworthiness of the Bank, may have negative effects on the activities and the liquidity risk is the risk that the Bank is not able to satisfy its payment obligations at maturity, both due to the inability to raise funds on the market (funding liquidity risk) and of the difficulty to disinvest its own assets (market liquidity risk).

8.91% from 1st January 2023, taking into account the Countercyclical Capital Buffer calculated as described above.

Operational risk

Risk related to the development of the banking sector regulation and the changes in the regulation on the solution of banking crises

Section 3 – Key information on the Securities

Type, class and ISIN

Title of Notes: Fixed Rate Notes Series Number: 9

Tranche Number: 1

ISIN Code: XS2610210051

Common Code: 261021005

Currency, denomination, and term of the securities

The Notes are denominated in New Zealand Dollars ("NZD"). Payments of interest in respect of the Notes will be made in NZD. Payments of principal in respect of the Notes will be made in NZD.

The Specified Denominations is equal to NZD 2,000.

Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on 13 April 2025 at par. The Notes will be redeemed in NZD.

Rights attached to the securities

Right to interest: Notes may bear interest from and including 13 April 2023 (Issue Date and Interest Commencement Date) to but excluding 13 April 2025 at the fixed rate of 5.60 per cent. per annum payable semi-annually in arrear.

The yield of the Notes is 5.670 per cent per annum at maturity, calculated as the annual expected return as at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

Interest will be paid in NZD in arrear on 13 October and 13 April in each year until 13 April 2025. The first interest payment will be made on 13 October 2023.

Right to redemption: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on 13 April 2025 at par. The Notes will be redeemed in NZD.

All payments in respect of the Notes will be made subject to any withholding or deduction required pursuant to the FATCA.

Events of Default: The terms of the Notes will contain, amongst others, the following events of default:

(a) default in payment of any principal or interest due in respect of the Notes, continuing for a specified period of time;

(b) non-performance or non-observance by the Issuer of any of its other obligations under the Terms and Conditions continuing for a specified period of time;

(d) events relating to the insolvency or winding up of the Issuer.

Seniority of the securities

Restrictions on the free transferability

Regulation S Compliance Category 2. TEFRA D

Where will the securities be traded?

Application has been made for the Notes to be admitted to trading on the regulated market of the Luxembourg Stock Exchange with effect from the Issue Date or a date around the Issue Date.

(ii) listing on the MOT market (Mercato Telematico delle Obbligazioni), organised and managed by Borsa Italiana S.p.A.. with effect from the Issue Date or a date around the Issue Date.

What are the key risks that are specific to the securities?

The Notes may not be a suitable investment for all investors

Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances.

Modification, waivers and substitution

Calculation Agent's Discretion and Conflicts of Interest

Taxation

The secondary market generally

Exchange rate risks and exchange controls

Interest rate risks

Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the Fixed Rate Notes.

Section 4 – Key information on the offer of securities to the public

Under which conditions and timetable can I invest in this security?

Not applicable - The Notes are not being offered to the public as part of a Public Offer.

Who is the offeror?

Not applicable - The Notes are not being offered to the public as part of a Public Offer.

Reasons for the offer and estimated net amount of the proceeds

The net proceeds of the issue of the Notes will be equal to 100 per cent. of the Aggregate Nominal Amount of the Notes issued, i.e. NZD 50,000,000.

Indication of whether the offer is subject to an underwriting agreement on a firm commitment basis

Not applicable - The Notes are not being offered to the public as part of a Public Offer.

Indication of the most material conflicts of interest pertaining to the offer or the admission to trading.

The Issuer will act as Calculation Agent under the Notes.

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INTESA SANPAOLO

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