The Investment Bank of the

Intesa Sanpaolo group

May 2018

Intesa Sanpaolo: snapshot 1

Intesa Sanpaolo is the banking group

which was formed by the merger of

Banca Intesa and Sanpaolo IMI. The

merger brought together two major

Italian banks with shared values so as

to increase their opportunities for

growth, enhance service for retail

customers, significantly support the

development of businesses and make

an important contribution to the

country's growth

Intesa Sanpaolo is among the top

banking groups in the euro zone, with

a market capitalisation of 53.1 billion

euro(1)

A Bank with sustainable profitability, in

which operational performance,

productivity, risk profile, liquidity and

solidity/leverage are well-balanced

Highlights

Market Capitalisation(1) 53.1 bn €

Loans to customers 41,033 mm €

Direct deposits

from banking business 424,258 mm €

from insurance business and technical reserves 153,056 mm €

Shareholders’ Equity(2) 54,552 mm €

Total Assets 792,728 mm €

Net Income(3) 1,252 mm €

Rating (updated as at document date)

Moody's S&P Global

Ratings

Fitch Ratings DBRS

Long term Baa1 BBB BBB BBB (high)

Short term P-2 A-2 F2 R-1 (low)

(1) Figures as at 30.04.2018

(2) Including Net Income

Source: Intesa Sanpaolo website (About us); figures as at 31.03.2018

Intesa Sanpaolo: the Italian network 2

Figures as at 31.03.2018

(1) Including bonds

(2) Data as at 31.12.2017

(3) Mutual funds; figures as at 31.12.2017

Italian Network Leadership in Italy (%)

1°

1°

1°

1°

1°

1°

Ranking

Intesa Sanpaolo is the leading banking group in Italy with 12 million customers and a market share of 18% in customer loans and

deposits

Intesa Sanpaolo is set up with a widespread distribution capacity (more than 4,600 branches) located in the wealthiest areas of the

Country

19.4

21.9

20.4

28.5

18.3

18.1

Life Insurance Premiums

Pension Funds

Asset Management

Factoring

Deposits

Loans

(2)

(3)

(2)

1,315 branches

1,286 branches

937 branches

797 branches

301 branches

North West

North East

Centre

South

Islands

(1)

Intesa Sanpaolo: the international network 3

(1) International and Regulatory Affairs

(2) 19 branches in Romania of Intesa Sanpaolo S.p.A. Torino Bucharest Branch

Source: Intesa Sanpaolo and Banca IMI; figures as at 31.03.2018

EUROPE

Direct Branches Repres. Offices

Frankfurt Brussels(1)

Istanbul Moscow

London

Madrid

Paris

Romania(2)

Warsaw

Country Subsidaries

Albania Intesa Sanpaoalo Bank Albania; Veneto Banca Albania

Bosnia and Herzegovina Intesa Sanpaolo Banka Bosna i Hercegovina

Croatia Privredna Banka Zagreb; Veneto Banca Croatia

Czech Republic VUB Banka

Hungary CIB Bank

Ireland Intesa Sanpaolo Bank Ireland

Luxembourg Banca Fideuram; Intesa Sanpaolo Bank Luxembourg

Moldova Eximbank

Romania Intesa Sanpaolo Bank Romania

Russian Federation Banca Intesa

Serbia Banca Intesa Beograd

Slovakia VUB Banka

Slovenia Intesa Sanpaolo Bank

Switzerland Intesa Sanpaolo Private Bank (Suisse)

The Netherlands Intesa Sanpaolo Bank Luxembourg

Ukraine Pravex-Bank

United Kingdom Banca IMI; Intesa Sanpaolo Private Banking

ASIA OCEANIA

AMERICA

Direct Branches

New York

Repres. Office

Cairo

Subsidary

Bank of Alexandria (Egypt)

Repres. Office

Washington D.C.

Subsidary

Intesa Sanpaolo Brasil (Brasil)

Direct Branch

Abu Dhabi

Doha

Dubai

Hong Kong

Shangai

Singapore

Tokyo

Repres. Office

Beirut

Ho Chi Minh City

Jakarta

Mumbai

Beijing

Seoul

Repres. Office

Sidney

International activities are selective and focused on commercial banking in Central and Eastern Europe, Middle Eastern and North African countries, with

a customer base of 7.7 million clients served by over 1,100 branches in 12 countries

Intesa Sanpaolo can leverage on an international network - specialized in supporting corporate clients - deployed in 25 Countries in the areas where

Italian companies are most active

AFRICA

Banca IMI: the investment banking arm

of Intesa Sanpaolo

4

(1) See track record and awards stated in slide s from 10 to 12

(2) See track record and awards stated in slide s from 10 to 12

(3)Pro-forma data

Source: Banca IMI financial statements 31.12.2017

Combined Revenues

(mm €)

Combined Net Income

(mm €)

Combined Staff

(number of resources)

(3)

Banca IMI is part of Intesa Sanpaolo Corporate and Investment Banking Division, which plays a pivotal role in the Italian market counting 28 domestic

branches and 16,000 customers, including corporates (> 350 million euro) and financial institutions

Banca IMI has been established in October 2007 from the merger between Banca Caboto and Banca IMI, historically two of the major brands in Capital

Markets and Investment Banking in the Italian arena

Leading position(1) in Italy in DCM and Structured Finance

Relevant market share in Italy in all other Capital Markets and Investment Banking segments (2)

Banca IMI: the investment banking arm of

Intesa Sanpaolo CIB Division

5

Banca dei

Territori

Division(1)

International

Department

Global

Corporate

Global

Transaction

Banking

Servizio

Proprietary

Trading

International

Subsidiary

Banks

Division

Private

Banking

Division

Asset

Management

Division

Insurance

Division

Capital Light

Bank

Human

Resources

Planning and

Control

Strategies and

Marketing

Financial

Institutions

Corporate

and

Investment

Banking

Division

Intesa

Sanpaolo

Group

(1) Domestic Commercial Banking

Coverage of all market segments 6

Employing the expertise and skills of more than 850 professionals, Banca IMI is active in investment banking, structured finance and capital

markets, operating in the main national and international markets. Banca IMI is headquartered in Milan, has an operational branch in

London and Rome and a subsidiary, Banca IMI Securities Corp.(1), based in New York

Capital Markets

Banca IMI supplies specialized, financial risk-management advisory services to Italian and foreign companies and financial institutions. It is

a major Italian dealer in securities trading in the equity and fixed-income markets, and it acts as a market maker across a wide range of

instruments, including government securities, equities, foreign currencies, commodity derivatives and equity and interest-rate derivatives.

Banca IMI also oversees the creation and distribution, in Italy and abroad, of investment products aimed at individual customers

Investment Banking & Structured Finance

Banca IMI, capitalizing on a wide range of skills and on a proven market track record(2) acquired over time, offers tailor-made financial

solutions through original and innovative products and services for M&A advisory, equity capital markets, debt markets and structured

finance. It operates through its head office in Milan, its London and Rome branches, Intesa Sanpaolo foreign hubs in Hong Kong and New

York and through Banca IMI Securities Corporation(1), a broker dealer located U.S. (New York)

Global Markets Securities

Global Markets Solutions & Financing

Finance & Investments

(1) Banca IMI Securities Corp. is a wholly owned subsidiary of Banca IMI and is a U.S. broker/dealer.

Products and services discussed in this document are not necessarily offered by Banca IMI Securities Corp.

U.S. persons, as defined by the Securities Act of 1933, are advised to contact Banca IMI Securities Corp. directly.

(2) See awards stated in slide 11

M&A

Corporate Finance BDT

Equity Capital Markets

DCM & Debt Syndication

Structured Finance Leveraged & Acquisition Finance, Project & Industry Specialised Lending,

Real Estate, Corporate Loan Structuring, Loan Agency & Support

Investment Banking & Structured Finance Capital Markets

Business Areas

De

sk

Capital Markets: main activities 7

Banca IMI supplies specialized advisory services for the analysis and management of the financial risk to Italian and foreign clients.

Banca IMI conducts securities trading and acts as a market maker of government securities, corporate and financial bonds, interest-rate and

inflation derivatives and is a liquidity provider for exchange-traded funds (ETFs), indexed funds, equities and convertible bonds.

It offers a wide range of investment, financing and risk management products and services in collaboration with the main Italian and foreign

distribution networks, asset managers, insurance, pension funds and banking foundations, in Italy and abroad.

Through , Banca IMI provides its institutional clients with multi-asset Electronic Execution and Voice Brokerage services: with

one of the most innovative solutions providing integrated access to the main financial markets, Banca IMI seeks the Best Execution of orders on

a wide array of securities (cash and derivatives).

The Strategist team develops a wide range of analyses, research and marketing communications on the main equities, fixed income, FX and

commodity markets.

Global Markets Securities

The bank designs and develops models, as well as investment, funding, risk management solutions with a cross-asset (equity, credit,

currency, fixed-income and commodity classes) and across-clients (corporates, retail, financial institutions) approach: taking into account

regulation, accounting and quantitative aspects is pivotal in developing such solutions.

We provide institutional clients with securitization and risk transfer solutions designed to ensure adequate levels of capital and liquidity, and

supports them in deleveraging initiatives, capital optimization transactions, and active management of credit risks, including solutions for

converting non-performing loans into cash. Banca IMI is also a preferred partner of corporate clients who need to improve their access to

credit and their operating ratios by means of a sale of illiquid assets.

Global Markets Solutions and Financing

Finance & Investments

Activities focus on managing capital, liquidity risk and market risks generated by proprietary trading and investment activity, in respect of the

limits set by the Intesa Sanpaolo Group policy; the bank also oversees activities that aim to optimize capital absorption and EVA.

Capital Markets: reference data and awards 8

Italian Certificate Awards 2015

Awards

Risk-Survey on Italy 2014

Italian Certificate Awards 2017-2016 Energy Risk Commodity Rankings 2016 and Risk-Survey 2015

Energy Risk Commodity Rankings 2016

Ranked 1st in

Natural Gas - Europe - PSV (Italy) – Dealers

Risk-Survey on Italy 2015

Ranked 1st as Over All Top 10 banks and Risk

Management Advisory

Ranked 2nd in all other categories

Ranked 1st as:

Euro, 2 years +

Interest rate option Euro

Exotic interest rate options

Repurchase agreements Euro

FX swaps - US dollar/euro

Warrants

Well-known Market Maker in Europe on bonds, equities, forex and derivatives

1st on agency flow volume considering the aggregate volume on MOT, Eurotlx, Hi MTF (Assosim 2017)

Specialist for Italian govies and for the main European markets

3rd for volumes exchanged on Italian Debt market MTS (MTS 2017 data)

2nd on agency flow volume on MTA (Assosim 2017)

Integrated access to the main international markets via the advanced proprietary multi-asset execution platform

Ranked 1st as:

Certificate of the Year with Digital su S&P Gsci Oil ER Index

Issuer of the Year 2017 Special Awards for the

Certificate Journal Decennial

Investment Banking & Structured Finance:

main activities (1/2)

9

(1) Banca IMI and Thomson Financials

(2) Thomson Financials 2009-2017 aggregate league tables

Banca IMI serves as an important partner to companies seeking a market listing and to publicly traded companies with special financial needs

related to their equity capital; provides a full range of services in the field of fixed income capital raising activities, both on domestic and

international markets, to different categories of clients such as Corporates, Financial Institutions and Sovereign Institutions

Banca IMI structures and execute placements of

equity and convertible bonds dedicated to

institutional and private investors.

Services

Main

activities

Track

record

Equity Capital Markets

65 IPOs for ~ 25 billion euro deal value, since

2000(1)

DCM & Debt Syndication

The team offers a wide range of services in the field of fixed

income capital raising activities.

Leader in the Italian bond market from 2009 to 2017 (#1

bookrunner in the Corporate Investment Grade segment; #1

bookrunner in the Corporate High Yield segment and # 1 bookrunner

in the Financial Institutions segment)(2)

Initial Public Offerings (IPOs)

Capital Increases

Secondary offerings

Tender offers

Strategic Equity and Derivatives

Equity-linked issues

Corporate Broking

SPAC

Issuance of Corporate bonds (Investment Grade, High Yield, Hybrid)

Issuance of Financial Institutions bonds (Senior, Covered,

Subordinated, Capital Securities, ABS)

Issuance of Sovereign and Supranational bonds

Liability Management (tender offers/exchange offers)

Private placements

Rating Advisory

Retail bonds

10

Banca IMI is amongst the market leaders(1)(2) in Italy offering tailor-made financial solutions by employing original and innovative products and

services. Banca IMI also enjoys an absolute domestic leadership(1) in supporting Financial Sponsors, both as M&A advisor and as LBO’s

arranger

Through its professionals specialized in the main

economical sectors, Banca IMI offers a wide and

complete portfolio of M&A advisory services. Services

Main

activities

Track

record

M&A

More than 310 completed M&A transactions

between 2009 and 2017, of which ca. 50% related

to international counterparties, for over €110bn deal

value(1)

Structured Finance

The Structured Finance team provides a wide array of Loan

Market products and related services.

Financial and strategic advisory

Mergers, acquisitions and divestitures, spin off

Privatizations

Strategic partnerships and/or joint ventures

Company and/or asset valuations

Fund raising activities

Structured finance transactions for corporate M&A purpose (sponsor driven LBO, MBO, etc)

Complex financing transactions of Project Finance and

Specialised lending in both private and public sectors

Financial advisory and structured financing in the Real Estate

market

Medium-Long Term syndicated corporate finance transactions

(also in club deal)

Loan Agency specialised services in relation to structured and

syndicated transactions

(1) Source: Thomson Reuters M&A League Table

(2) Source: Dealogic - Italia Loan Analytics; Italy MLA and Italy Bookrunner 2009-2017. Data refer to all the Intesa Sanpaolo Group

1st for transaction value in Italy, with more than 560 structured

and arranged deals as MLA and more than 250 as Bookrunner

from 2009 to 2017(2)

Investment Banking & Structured Finance:

main activities (2/2)

Investment Banking & Structured Finance: main awards 11

Awards 2014 Awards 2013

PFI Awards - Deals of the year

Americas (Freeport)

Americas Petrochemical (Sasol)

Renewables (Edens)

IFR Awards - Deals of the year

EMEA Leveraged Loan

(Numericable)

ACQ Global Awards

Investment Bank of the year - Italy

PFI Awards - Deals of the year

Americas (Sabine Pass)

Europe Infrastructure (BreBeMi)

Euromoney Project Finance - Deals of the year

Europe Real Toll (BreBeMi)

M&A - Deals of the year

Voluntary tender offer di Salini su

Impregilo

Awards 2015 – 1/2

Corporate M&A Awards

Deal of the year FASHION

(Blackstone - Versace)

Finance Monthly Global Awards

Investment Banking Firm of the Year

PFI Awards - Deals of the year

Americas (Corpus Christi LNG)

Asia-Pacific Mining (Oyu Tolgoi)

Asia-Pacific Road (Toowoomba)

Europe Transport (Milano Metro 5)

Awards 2016

PFI Awards - Deals of the year

Americas Oil & Gas (Fermaca)

Asia-Pacific Rail (Melbourne HCMT)

Europe Renewables (Merkur)

Europe Oil & Gas (Tengizchevroil)

Europe Bond (Passante di Mestre)

Middle East and Africa Turkish (Elazig Hospital)

IFR Awards - Deals of the year

US Dollar Bond

(Anheuser-Busch InBev’s)

Corporate Issue (Dell)

Awards 2015 – 2/2

ACQ Global Awards

Investment Bank of the year - Italy

Financecommunity Awards

M&A Professional dell’anno

Corporate Finance Team dell’anno

Mergermarket M&A Awards

Financial Adviser of the Year Italy

Awards 2017

ACQ Global Awards

Investment Bank of the year – Italy

Corporate Bank of the Year – Italy

Project Finance Bank of the Year - Italy

PFI Awards - Deals of the year

Americas LatAm Power (Norte III)

Europe Power (Ita-Fra Interconnector)

Europe Transport (Pedemontana Veneta)

Financecommunity Awards

Deal of the Year

Banca IMI Key financials and rating - Full Year 2017 12

(1) Source: Banca IMI consolidated financial statement

(2) Source: Banca IMI financial statement

Highlights(1)

31/12/2017

(mm €)

31/12/2016

(mm €)

Variations

Core business profit 1,568.9 1,684.0 -6.8%

Costs 461.0 450.3 2.4%

Operating Income 1,107.9 1,233.7 -10.2%

Net Income 670.5 741.7 -9.6%

Net Asset 148,512 150,407 -1.3%

Capital Ratios and Rating(2)

31/12/2017 31/12/2016 Variations

Core Tier 1 (million €) 3.942 3,647 8,1%

Total Capital Ratio (%) 15,9 12.9 26,6%

Moody’s Stardard & Poor's Fitch

Rating (at the date of the document) Baa1 BBB BBB

A well diversified business model 13

(1) Banca IMI and its subsidiaries

(2) Including Finance and Capital Management

Core business profit 2017 breakdown(1)

(mm €)

% Markets(2) % Investment Banking % Structured Finance

(2)

Company’s data & contacts 14

(1) Banca IMI Securities Corp. is a wholly owned subsidiary of Banca IMI and is a U.S. broker/dealer.

Products and services discussed in this document are not necessarily offered by Banca IMI Securities Corp.

U.S. persons, as defined by the Securities Act of 1933, are advised to contact Banca IMI Securities Corp. directly

London Branch 90 Queen Street

London EC4N 1SA, UK

Tel +44 207.894.2600 New York Banca IMI

Securities Corp.(1) 1 William Street

New York NY 10004

Tel +1 212.326.1100

Milan Headquarter Largo Mattioli, 3

20121 Milano

Tel +39 02.72611

Rome Branch Via del Corso, 226

00186 Rome

Company’s data

Share capital € 962,464,000

ABI code 3249.0

Company of the Intesa Sanpaolo Banking Group

Member of the Interbank Deposit Protection Fund

Registered with the Milan Business Registry

Registration number and Tax ID 04377700150

E-mail: info@bancaimi.com

Web: www.bancaimi.com

Bloomberg: IMI<GO>

Disclaimer 15

This document has been prepared and is published by Banca IMI S.p.A., a bank belonging to the Intesa Sanpaolo Banking group, which is

regulated by the Bank of Italy and Consob.

The information contained herein is solely for information purposes and does not constitute investment research or an implicit or explicit

recommendation or advice in relation to any investment strategy on the financial instruments or on the issuers referred to herein, or a solicitation or

invitation, or investment advice, and does not purport to offer legal, tax or any other advice. Neither the Intesa Sanpaolo Banking group, nor any

officer, representative or employee thereof accepts any liability (for negligence or otherwise) for any direct or consequential losses arising from any

use of information including, without limitation, the reliance on any such information contained in this document.

The information contained in this document are as at the date of this material and might be subject to change without further notice. Information is

based on sources believed to be reliable and in good faith, but no representation or warranty is made as to their accuracy or correctness.

This document may not be reproduced or redistributed, directly or indirectly, to any other person or published, fully or partially, for any reason

whatsoever, without the prior written consent of Banca IMI. The copyright and any other intellectual rights on data and information referred to herein

belong to the Intesa Sanpaolo Banking group, unless otherwise stated. Such data and information may not be fully or partially distributed or

reproduced in any form, and by any means, without the prior written consent of Banca IMI.