Bond Intesa Sanpaolo SpA 4.902% ( IT0005352080 ) in EUR

Intesa Sanpaolo SpA

100 % ⇌

Italy

IT0005352080 ( in EUR )

4.902% per year ( payment 1 time a year)

20/02/2031 - Bond has expired

Prospectus brochure of the bond Intesa Sanpaolo S.p.A IT0005352080 in EUR 4.902%, expired

Intesa Sanpaolo S.p.A. is a major Italian banking group offering a wide range of financial services including retail banking, corporate and investment banking, asset management, and insurance.

The Bond issued by Intesa Sanpaolo SpA ( Italy ) , in EUR, with the ISIN code IT0005352080, pays a coupon of 4.902% per year.
The coupons are paid 1 time per year and the Bond maturity is 20/02/2031

BASE PROSPECTUS DATED 23 DECEMBER 2019
Intesa Sanpaolo S.p.A.
(incorporated as a joint stock company under the laws of the Republic of Italy)
50,000,000,000 Covered Bond (Obbligazioni Bancarie Garantite) Programme
unsecured and unconditionally and irrevocably guaranteed as to payments of interest and principal by
ISP OBG S.r.l.
(incorporated as a limited liability company under the laws of the Republic of Italy)
The 50,000,000,000 Covered Bond Programme (the Programme) described in this base prospectus (the Base Prospectus) has been established by
Intesa Sanpaolo S.p.A. (Intesa Sanpaolo, the Bank or the Issuer) for the issuance of obbligazioni bancarie garantite (the Covered Bonds)
guaranteed by ISP OBG S.r.l pursuant to Article 7-bis of law of 30 April 1999, No. 130 (Law 130) and regulated by the Decree of the Ministry of
Economy and Finance of 14 December 2006, No. 310 (the MEF Decree) and the supervisory instructions of the Bank of Italy relating to covered
bonds under Third Part, Chapter 3, of the circular no. 285 dated 17 December 2013, containing the "Disposizioni di vigilanza per le banche" as further
implemented and amended (the BoI OBG Regulations and, together with Law 130 and the MEF Decree, the OBG Regulations).
ISP OBG S.r.l. (ISP OBG or the Covered Bond Guarantor) issued a first demand (a prima richiesta), autonomous, unconditional and irrevocable
(irrevocabile) guarantee (garanzia autonoma) securing the payment obligations of the Issuer under the Covered Bonds (the Covered Bond
Guarantee), in accordance with the provisions of Law 130 and of the MEF Decree. The obligation of payment under the Covered Bond Guarantee
shall be limited recourse to the Portfolio and the Available Funds (as defined in the section headed "Terms and Conditions of the Covered Bonds").
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the CSSF), which is the competent authority
under Regulation EU 2017/1129 (the Prospectus Regulation) in the Grand Duchy of Luxembourg, as a base prospectus for the purpose of article 8
of the Prospectus Regulation.
The CSSF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the
Prospectus Regulation. Approval by the CSSF should not be considered as an endorsement of the Issuer or the Guarantor or the quality of the
Covered Bonds that are subject to this Base Prospectus. Investors should make their own assessment as to the suitability of investing in Covered
Bonds.
Application has also been made for Covered Bonds issued under the Programme during the period of 12 (twelve) months from the date of this Base
Prospectus to be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg
Stock Exchange, which is a regulated market for the purposes of Directive 2014/65/EU.
As referred to in Article 6(4) of the Luxembourg law on prospectuses for securities of 16 July 2019, by approving this Base Prospectus, in accordance
with Article 20 of the Prospectus Regulation, the CSSF does not engage in respect of the economic or financial opportunity of the operation or the
quality and solvency of the issuer.This Base Prospectus is valid for 12 months from its date in relation to Covered Bonds which are to be
admitted to trading on a regulated market in the European Economic Area (the EEA). The obligation to supplement this Base Prospectus in
the event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.
Capitalised terms used in this Base Prospectus shall have the meaning ascribed to them in the section headed "Glossary", unless otherwise defined in
the specific section of this Base Prospectus in which they are used.
Under the Programme, the Issuer may issue Covered Bonds denominated in any currencies, including Euro, UK Sterling, Swiss Franc, Japanese Yen
and US Dollar. Interest on the Covered Bonds shall accrue monthly, quarterly, semi-annually, annually or on such other basis as specified in the
relevant Final Terms, in arrears at fixed or floating rate, increased or decreased by a margin. The Issuer may also issue Covered Bonds at a discounted
price with no interest accruing and repayable at nominal value (zero-coupon Covered Bonds).
The terms of each Series will be set forth in the Final Terms relating to such Series prepared in accordance with the provisions of this Base Prospectus
and, if listed, to be delivered to the Luxembourg Stock Exchange on or before the date of issue of such Series.
Application has been made for Covered Bonds to be admitted to listing on the official list and trading on the regulated market of the Luxembourg
Stock Exchange, which is a regulated market for the purposes of Directive 2014/65/UE. In addition, the Issuer and each Relevant Dealer named under
the section headed "Subscription and Sale" may agree to make an application to list a Series on any other stock exchange as specified in the relevant
Final Terms. The Programme also permits Covered Bonds to be issued on an unlisted basis.
The Covered Bonds to be issued on or after the date hereof will be held in dematerialised form. The Covered Bonds issued in dematerialised form
will be held on behalf of their ultimate owners, until redemption or cancellation thereof, by Monte Titoli S.p.A. (Monte Titoli) for the account of the
relevant Monte Titoli Account Holders. The expression Monte Titoli Account Holders means any authorised financial intermediary institution
entitled to hold accounts on behalf of their customers with Monte Titoli and includes any depositary banks appointed by Euroclear Bank S.A./N.V., 1
Boulevard du Roi Albert II, B-1210 Bruxelles as operator of the Euroclear System (Euroclear) and Clearstream Banking, société anonyme, 42
Avenue JF Kennedy, L-1855, Luxembourg (Clearstream). Each Series of Covered Bonds issued in dematerialised form will be deposited with
Monte Titoli on the relevant Issue Date (as defined in the section headed "Terms and Conditions of the Covered Bonds"). Monte Titoli shall act as
depositary for Clearstream and Euroclear. The Covered Bonds issued in dematerialised form will at all times be held in book entry form and title to
the Covered Bonds issued in dematerialised form will be evidenced by book entries in accordance with the provisions of Italian Legislative Decree
No. 58 of 24 February 1998 (the Financial Law) and implementing regulation and with the joint regulation of the Commissione Nazionale per le
Società e la Borsa (CONSOB) and the Bank of Italy dated 13 August 2018 and published in the Official Gazette of the Republic of Italy (Gazzetta
Ufficiale della Repubblica Italiana) No. 201 of 30 August 2018, as subsequently amended and supplemented. No physical document of title will be
issued in respect of the Covered Bonds issued in dematerialised form.

Amounts payable under the Covered Bonds may be calculated by reference to EURIBOR, or to LIBOR, in each case as specified in the relevant Final
Terms. As at the date of this Base Prospectus, the ICE Benchmark Administration (as administrator of LIBOR) and the European Money Markets
Institute (EMMI as administrator of EURIBOR) are included in the register of administrators and benchmarks established and maintained by the
European Securities and Markets Authority pursuant to article 36 of Regulation (EU) 2016/1011 (the BMR).

Before the Maturity Date the Covered Bonds will be subject to mandatory and optional redemption in whole or in part in certain circumstances, as set
out in Condition 8 (Redemption and Purchase).
Each Series is expected, upon the relevant issue, to be assigned a rating as specified in the relevant Final Terms by DBRS Ratings Limited (DBRS).
Conditions precedent to the issuance of any Series include that a rating letter assigning the rating to such Series of Covered Bonds is issued by the
Rating Agency. Whether or not the credit rating applied for in relation to relevant Series of Covered Bonds will be issued by a credit rating agency
established in the European Union and registered under Regulation (EC) No. 1060/2009 (as amended, the CRA Regulation) will be disclosed in the
Final Terms. The credit ratings included or referred to in this Base Prospectus have been issued by DBRS, which is established in the European Union
and is registered under the CRA Regulation. As such DBRS is included in the list of credit rating agencies published by the European Securities and
Markets Authority on its website http://www.esma.europa.eu/page/List-registered-and-certified-CRAs, in accordance with such Regulation. In
general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency
established in the European Union and registered under the CRA Regulation.
A credit rating is not a recommendation to buy, sell or hold Covered Bonds and may be subject to revision or withdrawal by the Rating
Agency.
For a discussion of certain risks and other factors that should be considered in connection with an investment in the Covered Bonds, see the
section headed "Risk Factors" of this Base Prospectus.
Other than in relation to the documents which are deemed to be incorporated by reference (see the section headed "Documents Incorporated
by Reference"), the information on the websites to which this Base Prospectus refers does not form part of this Base Prospectus and has not
been scrutinised or approved by the CSSF.

Arrangers
Banca IMI, Barclays and Intesa Sanpaolo
Dealers
Banca IMI and Intesa Sanpaolo

TABLE OF CONTENTS
RESPONSIBILITY STATEMENTS ................................................................................................................. 2
STRUCTURE DIAGRAM ................................................................................................................................. 5
GENERAL DESCRIPTION OF THE PROGRAMME ..................................................................................... 6
RISK FACTORS .............................................................................................................................................. 38
DESCRIPTION OF THE ISSUER .................................................................................................................. 68
REGULATORY SECTION ........................................................................................................................... 115
DESCRIPTION OF THE SELLERS ............................................................................................................. 124
DESCRIPTION OF THE COVERED BOND GUARANTOR ..................................................................... 125
DESCRIPTION OF THE ASSET MONITOR .............................................................................................. 131
DESCRIPTION OF THE PORTFOLIO ........................................................................................................ 132
COLLECTION AND RECOVERY PROCEDURES .................................................................................... 135
CREDIT STRUCTURE ................................................................................................................................. 162
ACCOUNTS AND CASH FLOWS ............................................................................................................... 171
USE OF PROCEEDS ..................................................................................................................................... 189
DESCRIPTION OF THE TRANSACTION DOCUMENTS ........................................................................ 190
SELECTED ASPECTS OF ITALIAN LAW ................................................................................................. 207
TERMS AND CONDITIONS OF THE COVERED BONDS ...................................................................... 215
RULES OF THE ORGANISATION OF THE COVERED BONDHOLDERS ............................................ 252
FORM OF FINAL TERMS............................................................................................................................ 275
TAXATION ................................................................................................................................................... 286
SUBSCRIPTION AND SALE ....................................................................................................................... 295
GENERAL INFORMATION ........................................................................................................................ 300
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................. 305
SUPPLEMENTS TO THE BASE PROSPECTUS, FINAL TERMS AND FURTHER
PROSPECTUSES .......................................................................................................................................... 311
GLOSSARY ................................................................................................................................................... 312

1

RESPONSIBILITY STATEMENTS
The Issuer accepts responsibility for the information contained in this Base Prospectus. To the best of the
knowledge of the Issuer, having taken all reasonable care to ensure that such is the case, the information
containted in this Base Prospectus is in accordance with the facts and this Base Prospectus makes no
omission likely to affect the importance of such information.
ISP OBG S.r.l. accepts responsibility for the information included in this Base Prospectus in the section
headed "Description of the Covered Bond Guarantor" and any other information contained in this Base
Prospectus relating to itself. To the best of the knowledge of the Guarantor, those parts of this Base
Prospectus for which ISP OBG S.r.l. is responsible are in accordance with the facts and makes no omission
likely to affect the importance of such information.
NOTICE
This Base Prospectus is a base prospectus for the purposes of Article 8 of the Prospectus Regulation and for
the purposes of giving information which, according to the particular nature of the Covered Bonds, is
necessary to enable investors to make an informed assessment of the assets and liabilities, financial position,
profit and losses and prospects of the Issuer and of the Covered Bond Guarantor and of the rights attaching
to the Covered Bonds.
This Base Prospectus should be read and understood in conjunction with any supplement thereto along with
any document incorporated herein by reference (see the section headed "Documents incorporated by
reference") and, in relation to any Series or Tranche of Covered Bonds, with the relevant Final Terms.
Other than in relation to the documents which are deemed to be incorporated by reference (see Documents
Incorporated by Reference), the information on the websites to which this Base Prospectus refers does not
form part of this Base Prospectus and has not been scrutinised or approved by the CSSF.
Capitalised terms used in this Base Prospectus shall have the meaning ascribed to them in the section headed
"Glossary of terms", unless otherwise defined in the single section of this Base Prospectus in which they are
used.
The Issuer and, with respect to the information relating to itself only, the Covered Bond Guarantor, have
confirmed to the Dealers (i) that this Base Prospectus contains all information with regard to the Issuer and
the Covered Bonds which is material in the context of the Programme and the issue and offering of Covered
Bonds thereunder; (ii) that the information contained herein is accurate in all material respects and is not
misleading; (iii) that any opinions and intentions expressed by it herein are honestly held and based on
reasonable assumptions; (iv) that there are no other facts with respect to the Issuer, the omission of which
would make this Base Prospectus as a whole or any statement therein or opinions or intentions expressed
therein misleading in any material respect; and (v) that all reasonable enquiries have been made to verify the
foregoing.
No person is or has been authorised by the Issuer or the Covered Bond Guarantor to disclose any information
or to make any representation which is not contained in or not consistent with this Base Prospectus or any
other document entered into in relation to the Programme or any information supplied by the Issuer or such
other information as in the public domain and, if given or made, such information or representation must not
be relied upon as having been authorised by the Issuer, the Dealers or any party to the Transaction
Documents.
Neither the delivery of this Base Prospectus nor any offer or sale made in connection therewith shall, under
any circumstances, create any implication that there has been no change in the affairs of the Issuer or the
Covered Bond Guarantor since the date hereof or the date upon which this Base Prospectus has been most
recently amended or supplemented or in any circumstances imply that the information contained herein
concerning the Issuer and the Covered Bond Guarantor is correct at any time subsequent to the date hereof or
that any other information supplied in connection with the Programme is correct as of any time subsequent to
the date on which it is supplied or, if different, the date indicated in the document containing the same.
This Base Prospectus is valid for 12 months following its date of publication and it and any supplement
hereto as well as any Final Terms filed within such 12 months reflect the status as of their respective dates of
issue.
2

Neither the Dealers, the Arrangers nor any person mentioned in this Base Prospectus, with exception of the
Issuer, the Covered Bond Guarantor and the Asset Monitor (only with respect to the section "Description of
the Asset Monitor"), is responsible for the information contained in this Base Prospectus, any document
incorporated herein by reference, or any supplement thereof, or any Final Terms or any document
incorporated herein by reference, and accordingly, and to the extent permitted by the laws of any relevant
jurisdiction, none of these persons accepts any responsibility for the accuracy and completeness of the
information contained in any of these documents.
Neither the Dealers, nor the Arrangers have separately verified the information contained in this Base
Prospectus. None of the Dealers or the Arrangers makes any representation, express or implied, or accepts
any responsibility, with respect to the accuracy or completeness of any of the information in this Base
Prospectus. Neither this Base Prospectus nor any other financial statements are intended to provide the basis
of any credit or other evaluation and should not be considered as a recommendation by any of the Issuer, the
Covered Bond Guarantor, the Dealers or the Arrangers that any recipient of this Base Prospectus or any other
financial statements should purchase the Covered Bonds. Each potential purchaser of Covered Bonds should
determine for itself the relevance of the information contained in this Base Prospectus and its purchase of
Covered Bonds should be based upon such investigation as it deems necessary. None of the Dealers or the
Arrangers undertakes to review the financial condition or affairs of the Issuer or the Covered Bond
Guarantor during the life of the arrangements contemplated by this Base Prospectus or to advise any investor
or potential investor in Covered Bonds of any information coming to the attention of any of the Dealers or
the Arrangers.
The distribution of this Base Prospectus, any document incorporated herein by reference and any Final
Terms and the offering, sale and delivery of the Covered Bonds in certain jurisdictions may be restricted by
law. Any persons into possession of this Base Prospectus or any Final Terms come are required by the Issuer
and the Dealers to inform themselves about and to observe any such restrictions.
For a description of certain restrictions on offers, sales and deliveries of Covered Bonds and on the
distribution of the Base Prospectus or any Final Terms and other offering material relating to the Covered
Bonds, see the section headed "Subscription and Sale" of this Base Prospectus. In particular, the Covered
Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended.
Subject to certain exceptions, Covered Bonds may not be offered, sold or delivered within the United States
of America or to U.S. persons.
Neither this Base Prospectus, any supplement thereto, nor any Final Terms (or any part thereof) constitutes,
nor may they be used for the purpose of, an offer to sell any of the Covered Bonds, or a solicitation of an
offer to buy any of the Covered Bonds, by anyone in any jurisdiction or in any circumstances in which such
offer or solicitation is not authorised or is unlawful. Each recipient of this Base Prospectus or any Final
Terms is required and shall be taken to have made its own investigation and appraisal of the condition
(financial or otherwise) of the Issuer.
The language of this Base Prospectus is English. Where a claim relating to the information contained in this
Base Prospectus is brought before a court in a member State of the European Economic Area (a Member
State), the plaintiff may, under the national legislation of the Member State where the claim is brought, be
required to bear the costs of translating the Base Prospectus before the legal proceedings are initiated.
This Base Prospectus may only be used for the purpose for which it has been published.
In this Base Prospectus, references to , euro or Euro are to the single currency introduced at the beginning
of the Third Stage of European Economic and Monetary Union pursuant to the Treaty on the Functioning of
the European Union, as amended; references to U.S.$ or U.S. Dollar are to the currency of the Unites States
of America; references to £ or UK Sterling are to the currency of the United Kingdom; references to Swiss
Franc are to the currency of the Swiss Confederation; references to Japanese Yen are to the currency of the
State of Japan; references to Italy are to the Republic of Italy; references to laws and regulations are, unless
otherwise specified, to the laws and regulations of Italy; and references to billions are to thousands of
millions.
Certain figures included in this Base Prospectus have been subject to rounding adjustments; accordingly,
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which preceded
them.
3

Each initial and subsequent purchaser of a Covered Bond will be deemed, by its acceptance of the purchase
of such Covered Bond, to have made certain acknowledgements, representations and agreements intended to
restrict the resale or other transfer thereof as set forth therein and described in this Base Prospectus and, in
connection therewith, may be required to provide confirmation of its compliance with such resale or other
transfer restrictions in certain cases.
The Arrangers are acting for the Issuer and no one else in connection with the Programme and will not be
responsible to any person other than the Issuer for providing the protection afforded to clients of the Joint
Arrangers or for providing advice in relation to the issue of the Covered Bonds.
In connection with the issue of any Series or Tranche under the Programme, the Dealer (if any) which
is specified in the relevant Final Terms as the stabilising manager (the Stabilising Manager) or any
person acting for the Stabilising Manager may over-allot any such Series or Tranche or effect
transactions with a view to supporting the market price such Series or Tranche at a level higher than
that which might otherwise prevail for a limited period. However, there may be no obligation on the
Stabilising Manager (or any agent of the Stabilising Manager) to do this. Any stabilisation action may
begin on or after the date on which adequate public disclosure of the final terms of the offer of the
Covered Bonds is made and, if begun, may be ended at any time, but it must end no later than the
earlier of 30 days after the issue date of the relevant Series or Tranche and 60 days after the date of
the allotment of any such Series or Tranche. Such stabilising shall be in compliance with all applicable
laws, regulations and rules.

IMPORTANT EEA RETAIL INVESTORS - If the Final Terms in respect of any Cover Bonds include a
legend entitled "Prohibition of Sales to EEA Retail Investors", the Covered Bonds are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (MiFID II); or (ii) a customer within the meaning of Directive (UE) 2016/97 (IDD), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
Consequently no key information document required by Regulation (EU) No 1286/2014 (the PRIIPs
Regulation) for offering or selling the Covered Bonds or otherwise making them available to retail investors
in the EEA has been prepared and therefore offering or selling the Covered Bonds or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MIFID II product governance / target market The Final Terms in respect of any Covered Bonds will
include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in
respect of the Covered Bonds and which channels for distribution of the Covered Bonds are appropriate. Any
person subsequently offering, selling or recommending the Covered Bonds (a "distributor") should take into
consideration the target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Covered Bonds (by either adopting or refining
the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any
Dealer subscribing for any Covered Bonds is a manufacturer in respect of such Covered Bonds, but
otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer
for the purpose of the MIFID Product Governance Rules.

4

Structure Diagram

Intesa Sanpaolo

Asset Hedging
Counterparty
Bank of Italy
Intesa Sanpaolo
Supervision

Cover Pool
Euribor +
Revenues
Margin
Seller
Servicer
Transfers of
Assets
ISP OBG S.r.l.
Guarantor
Purchase
price
Subordinated
Repayment of
Liability Swap
loan
Subordinated
loan
Liability Hedging
Intesa Sanpaolo
Counterparty

(if any)

Subordinated Loan
Provider
Covered
bond
Guarantee
Deloitte&Touche
Issuer
S.p.A.
Asset Monitor
Proceeds
OBG
Securitisation
Services S.p.A.
Investors
Calculation Agent

GENERAL DESCRIPTION OF THE PROGRAMME
The following section contains a general description of the Programme and, as such, does not purport
to be complete and is qualified in its entirety by the remainder of this Base Prospectus and, in relation
to the terms and conditions of any Series or Tranche, the applicable Final Terms. Prospective
purchasers of Covered Bonds should carefully read the information set out elsewhere in this Base
Prospectus prior to making an investment decision in respect of the Covered Bonds. In this section,
references to a numbered condition are to such condition in "Terms and Conditions of the Covered
Bonds" below.
1.
PRINCIPAL PARTIES
Issuer
Intesa Sanpaolo S.p.A., a bank organised as a joint stock company under the
laws of the Republic of Italy, whose registered office is at Piazza San Carlo
156, 10121, Turin, Italy and secondary office at Via Monte di Pietà 8, 20121,
Milan, Italy, incorporated with Fiscal Code number and registration number
with the Turin Register of Enterprises 00799960158, delegate of Intesa
Sanpaolo Banking Group VAT under number 11991500015, enrolled under
number 5361 in the register of banks held by the Bank of Italy pursuant to
article 13 of the Consolidated Banking Act, holding company of the Intesa
Sanpaolo Banking Group, enrolled in the register of banking groups held by
the Bank of Italy pursuant to article 64 of the Consolidated Banking Act (the
Issuer or Intesa Sanpaolo).

Intesa Sanpaolo Group means Intesa Sanpaolo and each of its consolidated
subsidiaries.
Covered Bond
ISP OBG S.r.l., a limited liability company (società a responsabilità
Guarantor
limitata) incorporated in the Republic of Italy pursuant to article 7-bis of
Law 130, with share capital equal to Euro 42,038.00 (fully paid up) whose
registered office is at Via Monte di Pietà 8, 20121 Milan, Italy, enrolled with
the Companies' Register of Milan, under No. 05936010965, belonging to the
Intesa Sanpaolo Group, subject to the direction and coordination (direzione e
coordinamento), pursuant to Article 2497-bis of the Italian Civil Code, of
Intesa Sanpaolo S.p.A. (the Covered Bond Guarantor).

The share capital of the Covered Bond Guarantor is 60 per cent. owned by
the Issuer and 40 per cent. owned by Stichting Viridis 2.
Sellers
Intesa Sanpaolo, in its capacity as seller under the Master Transfer
Agreement.

Additional Sellers (as defined below), as from the date of accession to the
Master Transfer Agreement (each a Seller, and jointly, the Sellers).
Arrangers
Banca IMI S.p.A., a bank organised as a joint stock company under the laws
of the Republic of Italy, whose registered office is at Largo Mattioli, 3,
20121 Milan, Italy, incorporated with Fiscal Code number, VAT number and
registration number with Milan Register of Enterprises No. 04377700150,
and registered with the Bank of Italy pursuant to Article 13 of the Banking
Law under number 5570 ABI, part of the Intesa Sanpaolo Group, agreed into
the Fondo Interbancario di Tutela dei Depositi, subject to the direction and
coordination (direzione e coordinamento), pursuant to Article 2497-bis of the
Italian Civil Code, of the sole shareholder Intesa Sanpaolo S.p.A. (Banca
IMI), Barclays Bank PLC, a bank registered in England with number
1026167 acting through its investment bank with office at 5 The North
Colonnade, Canary Wharf London E144BB, United Kingdom (Barclays),
and Intesa Sanpaolo (collectively, the Arrangers), save that in the event of
6

the exit by the United Kingdom from the European Union, (i) Barclays Bank
PLC shall automatically cease to be appointed as Arranger and (ii) Barclays
Bank Ireland PLC shall be appointed as Arranger, in each case effective as of
the Withdrawal Date and references to the Arranger or Arrangers following
the Withdrawal Date shall be construed accordingly.
Dealers
As of the date hereof, Banca IMI and Intesa Sanpaolo (the Dealers), and any
entity so appointed by the Issuer in accordance with the terms of the Dealer
Agreement.
Servicer
Intesa Sanpaolo, in its capacity as servicer under the Servicing Agreement
and the Additional Servicers (as defined below), as from the date of
accession to the Servicing Agreement (each a Servicer, and jointly, the
Servicers).
Master Servicer
Intesa Sanpaolo, in its capacity as master servicer under the Servicing
Agreement (the Master Servicer).
Special Servicers
Intesa Sanpaolo (the First Special Servicer).

Any servicer, other than Intesa Sanpaolo, which is appointed by the Covered
Bond Guarantor as second special servicer (the Second Special Servicer).

Administrative
Intesa Sanpaolo in its capacity as administrative services provider under the
Services Provider
Administrative Services Agreement (the Administrative Services
Provider).
Additional Sellers
Any bank other than the Sellers and the Servicers, being a member of the
Intesa Sanpaolo Group, which may sell Eligible Assets or Integration Assets
Additional Servicers to the Covered Bond Guarantor, pursuant to the Master Transfer Agreement,
and that, for such purpose, shall, inter alia, accede to (i) the Master Transfer
Agreement, (ii) the Servicing Agreement, (iii) the Intercreditor Agreement
and execute the other Transaction Documents executed by the Sellers and the
Servicers (each an Additional Seller or Additional Servicer).
Portfolio Manager
The entity to be appointed under the Portfolio Administration Agreement in
order to carry out certain activities in connection with the sale of Eligible
Assets, following the occurrence of an Issuer Event of Default or a Covered
Bond Guarantor Event of Default (the Portfolio Manager).
Asset Monitor
Deloitte & Touche S.p.A., a company incorporated under the laws of the
Republic of Italy, with registered office at Via Tortona, No. 25, 20144 Milan,
Italy, with Fiscal Code, VAT number and registration number with the
Register of Enterprises of Milan No. 03049560166, enrolled under No.
132587 with the register of accounting firms held by Ministero
dell'Economia e delle Finanze pursuant to article 2 of the Italian Legislative
Decree No. 39 of 27 January 2010 and related regulations issued by
Ministero dell'Economia e delle Finanze (the Asset Monitor).
Cash Manager
Intesa Sanpaolo, through its branch located at Via Verdi 8, Milan, in its
capacity as cash manager under the Cash Management and Agency
Agreement (the Cash Manager).
Account Banks
Intesa Sanpaolo, through its branches located at Via Verdi 8, Milan and Via
Langhirano 1, Parma.
Crédit Agricole - Corporate and Investment Bank, a bank incorporated under
the laws of France with its registered offices at 9, Quai du Président Paul
7

Doumer, 92920 Paris La Défense Cedex, registered with the Registre du
Commerce et des Sociétés de Nanterre with no. SIREN 304 187 701, share
capital Euro 7,327,121,031, acting through its Milan Branch with offices at
Piazza Cavour 2, 20121 Milan, Italy, enrolled in the register of banks held by
the Bank of Italy pursuant to Article 13 of the Banking Law under number
5276 (CACIB and, together with Intesa Sanpaolo, the Account Banks and
each an Account Bank).
Receivables Account Intesa Sanpaolo, through its branch located at Via Verdi 8, Milan, and, from
Banks
the date of its appointment, any other bank which may accede to the Cash
Management and Agency Agreement as Additional Receivables Account
Bank (the Receivables Account Banks).

Calculation Agent
Securitisation Services S.p.A., a joint stock company incorporated under the
laws of the Republic of Italy, whose registered office is at Vittorio Alfieri
No. 1, Conegliano (TV), Italy, with Fiscal Code number, VAT number and
registration number with the Register of Enterprises of Treviso-Belluno No.
03546510268, registered under No. 50 in the new register of the financial
intermediaries held by the Bank of Italy pursuant to Article 106 of the
Banking Law, subject to the direction and coordination (direzione e
coordinamento) of Banca Finanziaria Internazionale S.p.A. pursuant to
Articles 2487 and following of the Italian Civil Code.
Asset Hedging
Intesa Sanpaolo as asset hedging counterparty at the date hereof, and any
Counterparty
other party (each, an Asset Hedging Counterparty) that, from time to time,
will enter into an Asset Swap with the Covered Bond Guarantor for the
hedging of currency and/or interest rate risk on the Portfolio.
Paying Agent
Intesa Sanpaolo S.p.A., in its capacity as paying agent of the Covered Bonds
under the Cash Management and Agency Agreement (the Paying Agent).
Luxembourg Listing Deutsche Bank Luxembourg S.A., whose registered office is at 2 Boulevard
Agent
Konrad Adenauer, Luxembourg L III5 a bank incorporated under the laws of
Luxembourg, in its capacity as Luxembourg listing agent under the Cash
Management and Agency Agreement (the Luxembourg Listing Agent).
Swap Service
Intesa Sanpaolo and any other party (each, a Swap Service Provider) that
Providers
has entered or will enter, from time to time, into a Swap Service Agreement.
Representative of
FISG S.r.l., a joint stock company with a sole quotaholder under the laws of
the Covered
the Republic of Italy, whose registered office is at Via Vittorio Alfieri No. 1,
Bondholders
Conegliano (TV), Italy, incorporated with Fiscal Code number and
registration number with the Treviso Register of Enterprises No.
04796740266, VAT No. 04796740266, in its own capacity and as
representative of the Organisation of the Covered Bondholders (the
Representative of the Covered Bondholders).
Rating Agency
DBRS Ratings Limited (DBRS or the Rating Agency).
Ownership or
As of the date of this Base Prospectus, no direct or indirect ownership or
control relationships control relationships exist between the principal parties described above in
between the
this section, other than the relationships existing between Intesa Sanpaolo (as
principal parties
Issuer and in its other roles as indicated above), Banca IMI and the Covered
Bond Guarantor, all of which pertain to the Intesa Sanpaolo Group.
2.
THE COVERED BONDS AND THE PROGRAMME
Programme
50,000,000,000.00 Covered Bond Programme.
8