ANNEX 10 AUDITING COMPANY S REPORT ON THE FINANCIAL STATEMENTS AND THE PRO-FORMA DATA

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1 ANNEX 10 AUDITING COMPANY S REPORT ON THE FINANCIAL STATEMENTS AND THE PRO-FORMA DATA

5 EY S.p.A. Via Meravigli, Milano Tel: Fax: ey.com Independent auditors report on the examination of the pro-forma consolidated financial information (Translation from the original Italian text) The European Commission s regulation on Prospectuses n. 809/2004A, adopted by CONSOB in Italy under Regulation n , requires, for the preparation of the information memorandum (the Information Document ) in connection with significant mergers, demergers, acquisitions or disposals by Italian listed companies that, when unaudited pro-forma financial information are presented, the Information Document contain a report prepared by the independent auditors stating that in their opinion the unaudited pro-forma financial information has been properly compiled on the basis stated and that basis is consistent with the accounting policies of the Italian listed company. CONSOB in Italy requires that the independent auditors report be prepared in accordance with CONSOB Rule n. DEM/ of 9 August Accordingly, a report on the examination of the unaudited pro-forma financial information was issued by the independent auditors of Beni Stabili S.p.A. SIIQ, in connection with the preparation of the Information Document by Beni Stabili S.p.A. SIIQ pursuant to the Regulation adopted by CONSOB with Resolution no /99, as amended, for the for the merger by absorption of Beni Stabili S.p.A. SIIQ into Foncière des Régions S.A.. (the Transaction ), for the sole purpose of the above mentioned Italian regulation. Such report forms part of the Information Document for the Transaction. The following is the English language translation of the original Italian independent auditors report on the examination of the unaudited consolidated pro-forma financial information of Beni Stabili S.p.A. SIIQ under the above mentioned Italian regulation, in connection with the Transaction, and cannot be used, in whole or in part, for any other purposes. To the Board of Directors of Beni Stabili S.p.A. SIIQ 1. We examined the pro-forma consolidated statement of financial position, statement of profit and loss and statement of cash flow (the Pro-Forma Consolidated Financial Information ) accompanied by the explanatory notes of Beni Stabili S.p.A. SIIQ ( Beni Stabili and, together with its subsidiaries, the Beni Stabili Group ) as of and for the year ended 31 December Such Pro-Forma Consolidated Financial Information derive from the historical financial information related to: - the consolidated financial statements of the Beni Stabili Group as of and for the year ended 31 December 2017, prepared in accordance with International Financial Reporting Standards as adopted by the European Union ( IFRS ) (the Consolidated Financial Statements 2017 ), - the consolidated financial statements of the Foncière des Régions Group as of and for the year ended 31 December 2017, prepared in accordance with IFRS (the FdR Consolidated Financial Statements 2017 ), and from the pro-forma adjustments applied to such financial information and examined by us. The Consolidated Financial Statements 2017 have been audited by us and we have issued our auditors report on 16 March The FdR Consolidated Financial Statements 2017 have been audited by Ernst & Young et Autres and Mazars, that have issued their joint auditors report on 28 February The Pro-Forma Consolidated Financial Information has been prepared on the basis of the assumptions described in the explanatory notes to retroactively reflect the effects of the merger EY S.p.A. Sede Legale: Via Po, Roma Capitale Sociale Euro ,00 i.v. Iscritta alla S.O. del Registro delle Imprese presso la C.C.I.A.A. di Roma Codice fiscale e numero di iscrizione numero R.E.A P.IVA Iscritta al Registro Revisori Legali al n Pubblicato sulla G.U. Suppl IV Serie Speciale del 17/2/1998 Iscritta all Albo Speciale delle società di revisione Consob al progressivo n. 2 delibera n del 16/7/1997 A member firm of Ernst & Young Global Limited

6 by absorption of Beni Stabili S.p.A. SIIQ into Foncière des Régions S.A., which will change its legal name into Covivio S.A. (the Merger ). 2. The Pro-Forma Consolidated Financial Information, accompanied by the explanatory notes, have been prepared pursuant to Regulation adopted by CONSOB with Resolution no /99, as amended in application of Law Decree n. 58/98 concerning the regulations governing Italian listed companies. The scope of the preparation of the Pro-Forma Consolidated Financial Information is to present, in accordance with valuation criteria consistent with the historical financial data and with the applicable regulations, the effects of the Merger on the consolidated economic and financial trend and on the consolidated statement of financial position of the Beni Stabili Group, as if such Merger virtually occurred on 31 December 2017 and, with respect to the economic and financial effects only, at the beginning of the year However, it should be noted that if the Merger had actually occurred on such dates, the results that are presented therein would not be necessarily obtained. The Pro-Forma Consolidated Financial Information is the responsibility of Beni Stabili S.p.A. s Directors. Our responsibility is to express an opinion on the reasonableness of the assumptions adopted by the Directors for the preparation of the Pro-Forma Consolidated Financial Information and on the utilization of a proper methodology in preparing such data. In addition, it is our responsibility to express an opinion on the proper application of the valuation criteria and of the accounting principles. 3. Our examination has been made in accordance with the criteria recommended by CONSOB in its Recommendation n. DEM/ of 9 August 2001 for the examination of the pro-forma data applying the procedures we deemed necessary under the circumstances with respect to the engagement received. 4. In our opinion, the assumptions adopted by Beni Stabili S.p.A. for the preparation of the Pro- Forma Consolidated Financial Information as of and for the year ended 31 December 2017, accompanied by the explanatory notes, to retrospectively reflect the Merger, are reasonable and the methodology utilized for the preparation of the above mentioned financial information has been properly applied for the information purpose described above. Finally, we believe that the valuation criteria and the accounting principles have been properly applied for the preparation of the Pro-Forma Consolidated Financial Information. Milan, 2 August 2018 EY S.p.A. Signed by: Alberto Romeo, partner This report has been translated into the English language solely for the convenience of international readers

PROSPECTUS SUPPLEMENT

PROSPECTUS SUPPLEMENT INTESA SANPAOLO S.p.A. (incorporated as a società per azioni in the Republic of Italy) as Issuer and, in respect of Notes issued by Intesa Sanpaolo Bank Ireland p.l.c. and by Société