Annual Report 2019 Consolidated Financial Statements Parent Company's Draft Financial Statements WorldReginfo - 9bf0fe19-fa8b-4ab8-9acb-b5200c439cb5 Ä Ä WorldReginfo - 9bf0fe19-fa8b-4ab8-9acb-b5200c439cb5 This is an English translation of the original Italian document “Bilanci 2019”. In cases of conflict between the English language document and the Italian document, the interpretation of the Italian language document prevails. The Italian original is available on group.intesasanpaolo.com. This document contains certain forward-looking statements, projections, objectives, estimates and forecasts reflecting the Intesa Sanpaolo management’s current views with respect to certain future events. Forward-looking statements, projections, objectives, estimates and forecasts are generally identifiable by the use of the words “may,” “will,” “should,” “plan,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “project,” “goal” or “target” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts, including, without limitation, those regarding Intesa Sanpaolo’s future financial position and results of operations, strategy, plans, objectives, goals and targets and future developments in the markets where Intesa Sanpaolo participates or is seeking to participate. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements as a prediction of actual results. The Intesa Sanpaolo Group’s ability to achieve its projected objectives or results is dependent on many factors which are outside management’s control. Actual results may differ materially from (and be more negative than) those projected or implied in the forward-looking statements. Such forward- looking information involves risks and uncertainties that could significantly affect expected results and is based on certain key assumptions. All forward-looking statements included herein are based on information available to Intesa Sanpaolo as of the date hereof. Intesa Sanpaolo undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law. All subsequent written and oral forward-looking statements attributable to Intesa Sanpaolo or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. WorldReginfo - 9bf0fe19-fa8b-4ab8-9acb-b5200c439cb5 WorldReginfo - 9bf0fe19-fa8b-4ab8-9acb-b5200c439cb5 Ordinary Shareholders' Meeting of 27 April 2020 Report and consolidated financial statements of the Intesa Sanpaolo Group 2019 Report and Parent Company’s financial statements 2019 Intesa Sanpaolo S.p.A. Registered Office: Piazza S. Carlo, 156 10121 Torino Italy Secondary Registered Office: Via Monte di Pietà, 8 20121 Milano Italy Share Capital Euro 9,085,663,010.32 Torino Company Register and Fiscal Code No. 00799960158 “Intesa Sanpaolo” VAT Group representative Vat Code No. 11991500015 (IT11991500015) Included in the National Register of Banks No. 5361 ABI Code 3069.2 Member of the National Interbank Deposit Guarantee Fund and of the National Guarantee Fund and Parent Company of the banking group “Intesa Sanpaolo” included in the National Register of Banking Groups WorldReginfo - 9bf0fe19-fa8b-4ab8-9acb-b5200c439cb5 WorldReginfo - 9bf0fe19-fa8b-4ab8-9acb-b5200c439cb5 Contents The Intesa Sanpaolo Group 7 Board of Directors, Manager responsible for preparing the Company’s financial reports and 11 Independent Auditors Letter from the Chairman 13 INTESA SANPAOLO GROUP REPORT ON OPERATIONS AND CONSOLIDATED FINANCIAL STATEMENTS Introduction 17 REPORT ON OPERATIONS Overview of 2019 Income statement figures and alternative performance measures 22 Balance sheet figures and alternative performance measures 24 Alternative performance measures and other measures 25 Executive Summary 29 The macroeconomic context and the banking system 63 Income statement and balance sheet aggregates 67 Breakdown of consolidated results by business area and geographical area 107 Corporate Governance and remuneration policies 141 Intesa Sanpaolo stock 155 Alternative performance measures and Other information Alternative performance measures 163 Other information 167 Forecast for 2020 168 INTESA SANPAOLO GROUP CONSOLIDATED FINANCIAL STATEMENTS Consolidated financial statements Consolidated balance sheet 172 Consolidated income statement 174 Statement of consolidated comprehensive income 175 Changes in consolidated shareholders’ equity 176 Consolidated statement of cash flows 178 Notes to the consolidated financial statements Part A – Accounting policies 181 Part B – Information on the consolidated balance sheet 258 Part C – Information on the consolidated income statement 344 Part D – Consolidated comprehensive income 368 Part E – Information on risks and relative hedging policies 369 Part F – Information on consolidated capital 505 Part G – Business combinations 510 Part H – Information on compensation and transactions with related parties 516 Part I – Share-based payments 523 Part L – Segment reporting 527 Part M – Disclosure of leases 530 5 WorldReginfo - 9bf0fe19-fa8b-4ab8-9acb-b5200c439cb5 Contents Certification of the Consolidated financial statements pursuant to Art. 154 bis of 535 Legislative Decree 58/1998 Independent Auditors’ Report on the Consolidated financial statements 537 Attachments to the Consolidated financial statements 547 REPORT AND PARENT COMPANY’S FINANCIAL STATEMENTS REPORT ON OPERATIONS Intesa Sanpaolo – Financial highlights and alternative performance measures 576 The Parent Company Intesa Sanpaolo results 581 Other information 588 Forecast for 2020 589 Proposals to the Shareholders' Meeting 591 PARENT COMPANY’S FINANCIAL STATEMENTS Financial statements Balance sheet 598 Income statement 600 Statement of comprehensive income 601 Changes in shareholders’ equity 602 Statement of cash flows 603 Notes to the Parent Company’s financial statements Part A – Accounting policies 607 Part B – Information on the Parent Company’s balance sheet 660 Part C – Information on the Parent Company’s income statement 715 Part D – Comprehensive income 733 Part E – Information on risks and relative hedging policies 734 Part F – Information on capital 786 Part G – Business combinations 789 Part H – Information on compensation and transactions with related parties 790 Part I – Share-based payments 798 Part L – Segment reporting 802 Part M – Disclosure of leases 803 Certification of the Parent Company’s financial statements pursuant to art. 154 bis of Legislative Decree 58/1998 808 Independent Auditors’ Report on the Parent Company’s financial statements 809 Attachments to the Parent Company’s financial statements 817 Glossary 847 Contacts 865 Financial calendar 869 6 WorldReginfo - 9bf0fe19-fa8b-4ab8-9acb-b5200c439cb5 The Intesa Sanpaolo Group WorldReginfo - 9bf0fe19-fa8b-4ab8-9acb-b5200c439cb5 The Intesa Sanpaolo Group: presence in Italy Banks NORTH WEST INTESA SANPAOLO Subsidiaries Branches Company Branches 1,033 Fideuram 96 Banca IMI 1 Banca 5 1 NORTH EAST INTESA SANPAOLO Subsidiaries Branches Company Branches 881 Fideuram 56 CENTRE INTESA SANPAOLO Subsidiaries Branches Company Branches 739 Fideuram 42 Banca IMI 1 SOUTH INTESA SANPAOLO Subsidiaries Branches Company Branches 638 Fideuram 26 ISLANDS INTESA SANPAOLO Subsidiaries Branches Company Branches 228 Fideuram 10 Figures as at 31 December 2019 Product Companies Bancassurance and Pension Funds Asset Management Fiduciary Services WorldReginfo - 9bf0fe19-fa8b-4ab8-9acb-b5200c439cb5 The Intesa Sanpaolo Group: international presence Banks, Branches and Representative Offices AMERICA ASIA EUROPE Direct Branches Representative Offices Direct Branches Representative Offices Direct Branches Representative Offices New York Washington D.C. Abu Dhabi Beijing Frankfurt Brussels(1) Doha Beirut Istanbul Moscow Dubai Ho Chi Minh City London Country Subsidiaries Branches Hong Kong Jakarta Madrid Brazil Intesa Sanpaolo Brasil 1 Shanghai Mumbai Paris Singapore Seoul Warsaw OCEANIA Tokyo Representative Offices Sydney Country Subsidiaries Branches Albania Intesa Sanpaolo Bank Albania 35 Bosnia and Herzegovina Intesa Sanpaolo Banka Bosna i Hercegovina 48 Croatia Privredna Banka Zagreb 181 Czech Republic VUB Banka 1 Hungary CIB Bank 64 Ireland Intesa Sanpaolo Bank Ireland 1 Luxembourg Fideuram Bank Luxembourg 1 Intesa Sanpaolo Bank Luxembourg 1 Moldova Eximbank 17 Romania Intesa Sanpaolo Bank Romania 33 Russian Federation Banca Intesa 29 Serbia Banca Intesa Beograd 155 Slovakia VUB Banka 192 Slovenia Intesa Sanpaolo Bank 49 Switzerland Intesa Sanpaolo Private Bank (Suisse) Morval 2 The Netherlands Intesa Sanpaolo Bank Luxembourg 1 Ukraine Pravex Bank 45 United Kingdom Banca IMI 1 Intesa Sanpaolo Private Bank (Suisse) Morval 1 AFRICA Representative Offices Country Subsidiaries Branches Cairo Egypt Bank of Alexandria 175 Figures as at 31 December 2019 (1) European Regulatory & Public Affairs Product Companies E-money and Payment Systems Leasing Wealth Management WorldReginfo - 9bf0fe19-fa8b-4ab8-9acb-b5200c439cb5 WorldReginfo - 9bf0fe19-fa8b-4ab8-9acb-b5200c439cb5 Board of Directors, Manager responsible for preparing the Company’s financial reports and Independent Auditors Board of Directors Chairman Gian Maria GROS-PIETRO Deputy Chairperson Paolo Andrea COLOMBO Managing Director and Chief Executive