Obbligazione Intesa Sanpaolo SpA 3.25% ( IT0004992787 ) in EUR

Intesa Sanpaolo SpA

100 EUR ▲

Italia

IT0004992787 ( in EUR )

3.25% per anno ( pagato 1 volta l'anno)

10/02/2026 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Intesa Sanpaolo S.p.A IT0004992787 in EUR 3.25%, scaduta

100 000 EUR

1 250 000 000 EUR

Intesa Sanpaolo S.p.A. è la più grande banca italiana per capitalizzazione di mercato, attiva nel settore bancario con servizi di credito, investimento e gestione patrimoniale, operando sia in Italia che all'estero.

The Obbligazione issued by Intesa Sanpaolo SpA ( Italy ) , in EUR, with the ISIN code IT0004992787, pays a coupon of 3.25% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 10/02/2026

BASE PROSPECTUS DATED 10 JANUARY 2024
Intesa Sanpaolo S.p.A.
(incorporated as a joint stock company under the laws of the Republic of Italy)
25,000,000,000 Covered Bond (Obbligazioni Bancarie Garantite) Programme
unsecured and unconditionally and irrevocably guaranteed as to payments of interest and
principal by
ISP CB Ipotecario S.r.l.
(incorporated as a limited liability company under the laws of the Republic of Italy)
The 25,000,000,000 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 which term includes, for avoidance of doubt the Registered Covered Bonds as defined below)
guaranteed by ISP CB Ipotecario S.r.l. pursuant to Law No. 130 of 30 April 1999 (Law 130), article 129 of the Regulation (EU)
No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions
and investment firms, as amended and supplemented from time to time (the "CRR") and the supervisory instructions of the Bank
of Italy relating to covered bonds (Obbligazioni Bancarie Garantite) under Third Part, Chapter 3, of the Circular No. 285 of 17
December 2013, containing the "Disposizioni di vigilanza per le banche", as amended and supplemented from time to time (the
BoI OBG Regulations and, together with Law 130 and the CRR, the OBG Regulations).
ISP CB Ipotecario S.r.l. (ISP CB Ipotecario 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. 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, as amended (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
Covered Bond Guarantor or the quality of the Covered Bonds that are subject to this Base Prospectus. Potential 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 (until 10 January 2025) 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.

This Base Prospectus replaces and supersedes the base prospectus approved on 22 June 2023 relating to the Programme.

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 (other than Registered 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.
Covered bonds will be issued in dematerialised form and the Issuer reserves the right to issue also Covered Bonds as German
governed registered covered bonds (Gedeckte Namensschuldverschreibung) (the Registered Covered Bonds). This Base
Prospectus does not relate to the Registered Covered Bonds which may be issued by the Issuer under the Programme pursuant to
either separate documentation or the documents described in this Base Prospectus after having made the necessary amendments
and the approval of this Base Prospectus by the CSSF does not cover any Registered Covered Bonds which may be issued by the
Issuer.
Where Covered Bonds (other than Registered Covered Bonds) issued under the Programme are admitted to trading on a regulated
market within the European Economic Area or offered to the public in a Member State of the European Economic Area in
circumstances which require the publication of a prospectus under the Prospectus Regulation, such Covered Bonds will have a
denomination of not less than 100,000 (or, where the Covered Bonds are issued in a currency other than euro, the equivalent
amount in such other currency). The terms and conditions of the Registered Covered Bonds (the Registered Covered Bond
Conditions), which will differ from the terms and conditions set out in the section headed "Terms and Conditions of the Covered
Bonds", will specify the minimum denomination for Registered Covered Bonds, which might not be listed.

Amounts payable under the Covered Bonds may be calculated by reference to EURIBOR or such other reference rate, in each
case as specified in the relevant Final Terms. As at the date of this Base Prospectus, the European Money Markets Institute
(EMMI, as administrator of EURIBOR) is 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, as amended (the EU
Benchmarks Regulation).
The Covered Bonds to be issued on or after the date hereof will be held in dematerialised form or in any other form as may be set
out in the Final Terms. 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. (commercial name "Euronext Securities Milan"), with registered
office at Piazza degli Affari, no. 6 20123, Milan, Italy (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, as amended and supplemented from time to time (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.
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 9 (Redemption and Purchase).
Each Series is expected, upon the relevant issue, to be assigned a rating as specified in the relevant Final Terms by Moody's Italia
S.r.l. (Moody's or the Rating Agency, which expression shall include any successor thereof). 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 (1) issued or endorsed
by a credit rating agency established in the EEA and registered under Regulation (EC) No. 1060/2009 (as amended, the EU CRA
Regulation) or by a credit rating agency which is certified under the EU CRA Regulation and/or (2) issued or endorsed by a
credit rating agency established in the United Kingdom (the UK) and registered under Regulation (EC) No. 1060/2009 on credit
rating agencies, as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (the UK
CRA Regulation) or by a credit rating agency which is certified under the UK CRA Regulation will be disclosed in the Final
Terms. In general, EEA 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 EEA and registered under the EU CRA Regulation unless (1) the rating is provided by
a credit rating agency not established in the EEA but is endorsed by a credit rating agency established in the EEA and registered
under the EU CRA Regulation, or (2) the rating is provided by a credit rating agency not established in the EEA which is certified
under the EU CRA Regulation. In general, UK 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 UK and registered under the UK CRA Regulation unless (1)
the rating is provided by a credit rating agency not established in the UK but is endorsed by a credit rating agency established in
the UK and registered under the UK CRA Regulation or (2) the rating is provided by a credit rating agency not established in the
UK which is certified under the UK CRA Regulation. The European Securities and Markets Authority (the ESMA) is obliged to
maintain on its website, https://www.esma.europa.eu/page/List-registered-and-certified-CRAs, a list of credit rating agencies
registered and certified in accordance with the EU CRA Regulation. The Financial Conduct Authority (the FCA) is obliged to
maintain on its website, https://register.fca.org.uk/s/search?q=fitch&type=Companies), a list of credit rating agencies registered
and certified in accordance with the UK 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.
2

Arrangers
IMI Intesa Sanpaolo, Intesa Sanpaolo and Barclays
Dealers
IMI Intesa Sanpaolo and Barclays
3

TABLE OF CONTENTS

RESPONSIBILITY STATEMENTS .......................................................................................... 6
GENERAL DESCRIPTION OF THE PROGRAMME ........................................................... 12
RISK FACTORS ...................................................................................................................... 51
OVERVIEW OF THE PROGRAMME .................................................................................... 86
DOCUMENTS INCORPORATED BY REFERENCE ............................................................ 92
SUPPLEMENTS TO THE BASE PROSPECTUS, FINAL TERMS AND FURTHER
PROSPECTUSES ..................................................................................................................... 99
DESCRIPTION OF THE ISSUER ......................................................................................... 100
REGULATORY SECTION .................................................................................................... 161
DESCRIPTION OF THE COVERED BOND GUARANTOR .............................................. 187
DESCRIPTION OF THE ASSET MONITOR ....................................................................... 193
DESCRIPTION OF THE PORTFOLIO ................................................................................. 195
COLLECTION AND RECOVERY PROCEDURES ............................................................ 198
CREDIT STRUCTURE .......................................................................................................... 234
ACCOUNTS AND CASH FLOWS ....................................................................................... 247
USE OF PROCEEDS ............................................................................................................. 267
DESCRIPTION OF THE TRANSACTION DOCUMENTS ................................................. 268
SELECTED ASPECTS OF ITALIAN LAW ......................................................................... 290
TERMS AND CONDITIONS OF THE COVERED BONDS ............................................... 309
RULES OF THE ORGANISATION OF THE COVERED BONDHOLDERS ..................... 358
FORM OF FINAL TERMS .................................................................................................... 389
MAIN FEATURES OF REGISTERED COVERED BONDS (GEDECKTE
NAMENSSCHULDVERSCHREIBUNGEN) ........................................................................... 408
TAXATION ............................................................................................................................ 410
SUBSCRIPTION AND SALE................................................................................................ 422
GENERAL INFORMATION ................................................................................................. 429
4

GLOSSARY ........................................................................................................................... 435
5

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 CB IPOTECARIO 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 Issuer, those parts of this Base Prospectus for which ISP CB Ipotecario 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(1) 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", 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.
Third Party Information Certain information and statistics presented in this Base Prospectus
regarding markets and market share of the Issuer or the Group are either derived from, or are
based on, internal data or publicly available data from external sources. In addition, the
sources for the rating information set out in the sections headed "Ratings" of this Base
Prospectus are the following rating agencies: Fitch Ratings Ireland Limited, Moody's
Investors Service España S.A., S&P Global Ratings Europe Limited and DBRS Ratings
GmbH (each as defined below). In respect of information in this Base Prospectus that has
been extracted from a third party, the Issuer confirms that such information has been
6

accurately reproduced and that, so far as it is aware, and is able to ascertain from information
published by third parties, no facts have been omitted which would render the reproduced
information inaccurate or misleading. Although the Issuer believes that the external sources
used are reliable, the Issuer has not independently verified the information provided by such
sources.
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.
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
7

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.
Intesa Sanpaolo may offer and sell the Covered Bonds to or through one or more underwriters,
dealers and agents, including Intesa Sanpaolo, or directly to purchasers.
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 and the Covered Bond Guarantor.
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.

The Covered Bonds may not be a suitable investment for all investors.
Each potential investor in the Covered Bonds must determine the suitability of that investment
in light of its own circumstances. In particular, each potential investor should:
·
have sufficient knowledge and experience to make a meaningful evaluation of the
Covered Bonds, the merits and risks of investing in the Covered Bonds and the
information contained or incorporated by reference in this Base Prospectus or any
applicable supplement;
·
have access to, and knowledge of, appropriate analytical tools to evaluate, in the
context of its particular financial situation, an investment in the Covered Bonds and the
impact the Covered Bonds will have on its overall investment portfolio;
·
have sufficient financial resources and liquidity to bear all of the risks of an investment
in the Covered Bonds, including Covered Bonds where the currency for principal or
interest payments is different from the potential investor's currency;
·
understand thoroughly the terms of the Covered Bonds and be familiar with the
behaviour of any relevant indices and financial markets; and
8

·
be able to evaluate (either alone or with the help of a financial adviser) possible
scenarios for economic, interest rate and other factors that may affect its investment and
its ability to bear the applicable risks.
Some Covered Bonds are complex financial instruments. Sophisticated institutional investors
generally do not purchase complex financial instruments as stand-alone investments. They
purchase complex financial instruments as a way to reduce risk or enhance yield with an
understood, measured, appropriate addition of risk to their overall portfolios. A potential
investor should not invest in Covered Bonds which are complex financial instruments unless it
has the expertise (either alone or with a financial adviser) to evaluate how the Covered Bonds
will perform under changing conditions, the resulting effects on the value of the Covered
Bonds and the impact this investment will have on the potential investor's overall investment
portfolio.

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.
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.

9

IMPORTANT EEA RETAIL INVESTORS - If the Final Terms in respect of any
Covered 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, as
amended (MiFID II); or (ii) a customer within the meaning of Directive (UE) 2016/97, as
amended (IDD), where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not qualified investor as defined in the
Prospectus Regulation. Consequently, no key information document required by Regulation
(EU) No 1286/2014, as amended (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.
IMPORTANT UK RETAIL INVESTORS  If the Final Terms in respect of any Covered
Bonds includes a legend entitled Prohibition of Sales to UK 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 UK. For these purposes,
a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point
(8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of
the European Union (Withdrawal) Act 2018 (the EUWA); or (ii) a customer within the
meaning of the provisions of the Financial Services and Markets Act, 2000 (the FSMA) and
any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where
that customer would not qualify as a professional client, as defined in point (8) of Article 2(1)
of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.
Consequently no key information document required by Regulation (EU) No 1286/2014 as it
forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering
or selling the Covered Bonds or otherwise making them available to retail investors in the UK
has been prepared and therefore offering or selling the Covered Bonds or otherwise making
them available to any retail investor in the UK may be unlawful under the UK 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.
UK MiFIR product governance / target market - The Final Terms in respect of any
Covered Bonds will include a legend entitled UK MiFIR 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
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