INTESA SANPAOLO: INCREASE IN THE CONSIDERATION OF THE PRIOR PUBLIC EXCHANGE OFFER FOR ALL ORDINARY SHARES OF UNIONE DI BANCHE ITALIANE S.P.A.

Turin - Milan, 17 July 2020 – With reference to the voluntary public exchange offer for maximum 1,144,285,146 ordinary shares of Unione di Banche Italiane S.p.A. (“UBI Banca”), which was communicated on 17 February 2020 and updated by a press release on 6 March 2020 concerning the filing of the offer document (the “Offer Document”) with Consob (the “Offer”), Intesa Sanpaolo, since the announcement of the Offer on 17 February 2020, has underlined that the ultimate aim pursued by the Bank in seeking a combination with UBI Banca is to generate benefits for all stakeholders of the two Groups - shareholders, households, businesses, people who work for the two Groups, the community and the environment where the two Groups operate - while strengthening the support to the real and social economy
of Italy, promoting local economies.

Intesa Sanpaolo, in the pursuit of this ultimate aim and in its role as the engine for sustainable and inclusive growth and a reference point for sustainability and social responsibility, has decided to take into consideration the difficult situation of the territories with concentration of retail shareholders and, more in general, stakeholders of UBI Banca - which, as known, have been severely hit by the COVID-19 pandemic - and not to make it even worse by unintentionally producing possible divisive effects between stakeholders in
favour of the Offer or against it.

In this perspective and on the basis of updated valuations, Intesa Sanpaolo’s Board of Directors, at its meeting held today, resolved to increase the Consideration of the Offer and pay, for each UBI Banca share tendered in the Offer, a Consideration, not subject to any adjustment, consisting of a Consideration in Shares as indicated in the Offer Document published on 26 June 2020, equal to no.

1.7000 Intesa Sanpaolo newly issued ordinary shares resulting from the capital increase to serve the Offer, and a Cash Consideration of 0.57 euro.

On the basis of the official price of the Intesa Sanpaolo shares recorded at market close on 14 February 2020 (equal to 2.502 euro), the Consideration increased as indicated above corresponds to a value equal to 4.824 euro for each UBI Banca share and, therefore, incorporates a premium of 44.7% compared to the price of the UBI Banca shares recorded on 14 February 2020 (equal to 3.333 euro).

In the event of full acceptance of the Offer, the Cash Consideration to be received by UBI Banca shareholders can be quantified in around 80 million euro as regards the Foundations, backing their contributions to local communities, and around 310 million euro as regards households and businesses of the territories.

It is clarified that Intesa Sanpaolo’s Board of Directors has reached the decision to increase the Consideration also on the basis of valuations updated with the support of its own financial advisor.
Specifically, the update of the valuations, conducted, as far as possible, in accordance with the valuation process conducted when the Offer was launched, has been made in order to take into account: (i) the most recent market data in order to reflect the changed macro-economic context following the COVID-19 pandemic, (ii) the income statement, balance sheet and financial positions of Intesa Sanpaolo and UBI Banca as reported in their interim statements as at 31 March 2020 and in the related press releases and result presentations to the financial community, (iii) the “Updated Business Plan” published by UBI Banca on 3 July 2020, (iv) the income statement, balance sheet and financial effects in relation to value creation in both the baseline scenario (i.e. holding a total equity stake in UBI Banca‟s share capital equal to 50% plus one share without a merger) and the theoretical scenario (i.e. holding a total equity stake in UBI Banca‟s share capital equal to 100% with a merger).

Specifically, Intesa Sanpaolo‟s Board of Directors has decided to update its valuation approach as shown hereafter (the “Updated Valuation Approach”):

• a date for the update of the valuation has been determined at 7 July 2020 (the “Valuation Update Date”);
• with reference to the main valuation methods - that is (i) the stock market price method, (ii) the method based on linear regression between multiples of the stock market price on the tangible equity of comparable listed companies and their respective prospective profitability levels expressed by the return
  on average tangible equity (RoATE) for the period and (iii) the trading market multiples method, in the variant based on the market prices of comparable listed companies as multiples of their prospective earnings, applied consistently with what previously made - the Valuation Update Date has been used as reference date, and the market prices of the UBI Banca ordinary shares following the announcement date (17 February 2020) have been stripped of the premium, equal to 27.6%, relating to the Consideration in Shares to be paid by Intesa Sanpaolo compared with the official prices of UBI
  Banca ordinary shares on 14 February 2020;
• the target prices method as provided for by research analysts, previously used as control method, has not been used any longer since it has not been possible to identify whether the target prices shown by research analysts as at the Valuation Update Date incorporated or not the implicit premium in the Consideration in Shares offered by Intesa Sanpaolo;
• the dividend discount model in the variant of the excess capital, used as control method, has been applied using the income statement and balance sheet estimates in respect of Intesa Sanpaolo and UBI Banca for the 2020-2022 period, published by research analysts following the announcement of the results as at 31 March 2020. Consistent with what carried out in the valuation process described in the Offer Document published on 26 June 2020, to which reference is made for further information, the choice to use the projections of research analysts has been determined by the absence (a) for Intesa Sanpaolo, of a stand-alone medium-to-long term business plan updated as at the Valuation Update Date and (b) for UBI Banca, of annual details of income statement and balance sheet projections over the time horizon of the business plan entitled “2022 Updated Business Plan”, published on 3 July 2020 by UBI Banca.

Furthermore, with regard to the Updated Valuation Approach, the limitations and difficulties relating to the valuation analyses then conducted and highlighted in the Offer Document published on 26 June 2020, to which reference can be made for further information, are confirmed. With reference to the identification of ranges of value, the valuation methods as described above have been applied in accordance with the description provided.

In addition, Intesa Sanpaolo‟s Board of Directors, only for illustration purposes and for updating the valuation analyses conducted, has calculated the implicit exchange ratio of the Consideration, which represents the number of newly issued Intesa Sanpaolo shares necessary to obtain the value of the Consideration at the chosen valuation date. This implicit exchange ratio is equal to 2.019 as at the Valuation Update Date and is calculated as the ratio between the Consideration (equal to 3.605 euro, that is equal to the sum of the value of the Consideration in Shares - i.e., the official price of the Intesa Sanpaolo shares on 7 July 2020 and equal to 1.785 euro per share, multiplied by the exchange ratio of 1.700 - and the Cash Consideration equal to 0.57 euro) and the official price of the Intesa Sanpaolo shares at the same date.

Based on the new analyses carried out in accordance with the valuation methods modified as described above the results shown below have emerged.

Based on the results shown above, the implicit exchange ratio of 2.019 as at the Valuation Update Date is within the identified ranges.

For further information on the valuation analyses conducted for the purposes of determining the Consideration and on the related limitations and difficulties, reference is made to the Offer Document published on 26 June 2020, following approval by Consob with resolution no. 21422 of 25 June 2020.

The table below shows the comparison between (i) the implicit Consideration offered, including (x) the implicit Consideration in Shares (rounded to the third decimal place), calculated taking into account the Exchange Ratio, and the official price of the Intesa Sanpaolo ordinary shares recorded on 14 February 2020 (corresponding to the last trading day prior to 17 February 2020, the announcement date of the Offer), and the weighted averages of the official prices of the Intesa Sanpaolo ordinary shares for 1, 3 and 6 months and 1 year prior to 14 February 2020 (included) as well as (y) the Cash Consideration, and (ii) the official price of the UBI Banca Shares recorded on 14 February 2020, the weighted averages of the official prices of the UBI Banca shares relating to 1, 3 and 6 months and 1 year prior to 14 February 2020 (included), together with the related implicit premiums.

Only for illustration purposes, the „monetary‟ value implicit in the Consideration offered for each UBI Banca share which will be tendered in the Offer is equal to 3.605 euro, that is equal to the sum of the Consideration in shares of 3.035 euro - equal to 1.785 euro assigned to each Intesa Sanpaolo share (corresponding to the official price on 7 July 2020) multiplied by the Exchange Ratio of 1.7000 - and the Cash Consideration of 0.57 euro.

In the event of full acceptance of the Offer, i.e. if all the 1,144,285,146 UBI Banca Shares subject to the Offer are tendered in, (i) no. 1,945,284,755 Intesa Sanpaolo Shares in total deriving from the share capital increase for the Offer will be assigned, corresponding to around 10% of the Intesa Sanpaolo shares, calculated assuming the full subscription and settlement of the Share Capital Increase for the Offer (fully diluted), and (ii) the Cash Consideration will be paid. Therefore, the overall monetary countervalue of the Offer amounts to 4,124,770,349.37 euro, of which 3,472,527,816.15 as Consideration in Shares and 652,242,533.22 as Cash Consideration.

Even taking into account the payment of the above-mentioned Cash Consideration, a pro-forma fully loaded Common Equity Tier 1 ratio for the combined Group expected to be above 13% for 2021 is confirmed, as reported in the Offer Document published on 26 June 2020. Furthermore, what is reported in the Offer Documents is confirmed with reference to the increase in earnings per share estimated at around 6% on the 2019 earnings per share of Intesa Sanpaolo, the expected net income of no lower than 5 billion euro for 2022, and the dividend policy envisaging the distribution of cash dividends corresponding to a payout ratio of 75% of the net income for 2020 (excluding the contribution of the negative goodwill not allocated to cover integration charges and reduce risk profile from net income) and 70% for 2021.

This press release must be read jointly with the Offer Document and the Information Document both available also on the website of Intesa Sanpaolo (group.intesasanpaolo.com). Intesa Sanpaolo will proceed, within the terms provided for by applicable regulations, to publish a specific Supplement to the Information Document. Investors who have already subscribed to the Offer prior to the date of publication of the Supplement will have the right to revoke their subscription pursuant to Article 23, paragraph 2, of the Regulation (EU) 1129/2017 within and not later than the second trading day subsequent to the date of publication of the Supplement.

Moreover, Intesa Sanpaolo will publish the Acceptance Form, amended as a result of the increase in the Consideration. For clarity purposes, it is specified that any subscription of the Acceptance Form in version in use before the publication of the new Acceptance Form will be considered as a valid acceptance of the new improved conditions of the Offer, as reported in this press release. No action or activity is required of shareholders who have accepted the Offer through the Acceptance Form in the version in use before the publication of the new Acceptance Form.