Obbligazione Intesa Sanpaolo SpA 0% ( IT0005143067 ) in EUR

Intesa Sanpaolo SpA

100 EUR ⇌

Italia

IT0005143067 ( in EUR )

19/02/2023 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Intesa Sanpaolo S.p.A IT0005143067 in EUR 0%, scaduta

100 000 EUR

1 375 000 000 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 IT0005143067, pays a coupon of 0% per year.
The coupons are paid 4 times per year and the Obbligazione maturity is 19/02/2023

BASE PROSPECTUS DATED 23 DECEMBER 2021
Intesa Sanpaolo S.p.A.
(incorporated as a joint stock company under the laws of the Republic of Italy)
55,000,000,000 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 55,000,000,000 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 prozvisions 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 impos ed 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. 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 d ate of this Base
Prospectus to be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the regul ated 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 23 December 2022) 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 even t o f
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 Cov ered 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 provisi ons 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 d ematerialised 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, 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 resp ect
of the Covered Bonds issued in dematerialised form.
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 A uthority pursuant to
article 36 of Regulation (EU) 2016/1011 (the EU Benchmarks Regulation).

Before the Maturity Date the Covered Bonds will be subject to mandatory and optional redemption in whole or in part in certai n circumstances, as s et
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 GmbH (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 Bond s will be issued 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 UK and registered under
Regulation (EU) No. 1060/2009 on credit rating agencies, as it forms part of domestic law of the United Kingdom 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 endorsed by a credit rating agency established in the EEA and registered under the EU CRA Regulation or (2) the rating i s
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 b y a credit rating ag en cy
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, s ee th e
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 an d h as n ot
been scrutinised or approved by the CSSF.
Arrangers
IMI - Intesa Sanpaolo, Barclays and Intesa Sanpaolo
Dealers
IMI - Intesa Sanpaolo and Intesa Sanpaolo

TABLE OF CONTENTS
RESPONSIBILITY STATEMENTS ................................................................................................. 2
GENERAL DESCRIPTION OF THE PROGRAMME ......................................................................... 6
RISK FACTORS.......................................................................................................................... 37
DESCRIPTION OF THE ISSUER .................................................................................................. 64
REGULATORY SECTION ..........................................................................................................111
DESCRIPTION OF THE SELLERS ..............................................................................................131
DESCRIPTION OF THE COVERED BOND GUARANTOR............................................................132
DESCRIPTION OF THE ASSET MONITOR .................................................................................138
DESCRIPTION OF THE PORTFOLIO ..........................................................................................139
COLLECTION AND RECOVERY PROCEDURES ........................................................................142
CREDIT STRUCTURE................................................................................................................173
ACCOUNTS AND CASH FLOWS................................................................................................181
USE OF PROCEEDS...................................................................................................................199
DESCRIPTION OF THE TRANSACTION DOCUMENTS ..............................................................200
SELECTED ASPECTS OF ITALIAN LAW ...................................................................................217
TERMS AND CONDITIONS OF THE COVERED BONDS .............................................................225
RULES OF THE ORGANISATION OF THE COVERED BONDHOLDERS ......................................267
FORM OF FINAL TERMS...........................................................................................................290
TAXATION ...............................................................................................................................305
SUBSCRIPTION AND SALE.......................................................................................................315
GENERAL INFORMATION ........................................................................................................321
DOCUMENTS INCORPORATED BY REFERENCE ......................................................................326
SUPPLEMENTS TO THE BASE PROSPECTUS, FINAL TERMS AND FURTHER
PROSPECTUSES .......................................................................................................................334
GLOSSARY...............................................................................................................................335

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 omis s ion
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 f or
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 attac hing
to the Covered Bonds.
This Base Prospectus should be read and understood in conjunction with any supplement thereto along w ith
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 r ef ers 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.
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 Limited,
Moody's France S.A.S., 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 accurately reproduced and that, so far as it is aw ar e, 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 s our c es
used are reliable, the Issuer has not independently verified the information provided by such sources.
The Issuer and, with respect to the information relating to itself only, the Covered Bond Guarantor, have
confirmed to the Dealer(s) (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 Cover ed
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 omis s ion of w hic h
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 Pr os pec tus or any
other document entered into in relation to the Programme or any information supplied by the Issuer or s uch
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 Dealer(s) or any party to the Transaction
Documents.
2

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 Dealer(s), 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 Dealer(s), nor the Arrangers have separately verified the information contained in this Base
Prospectus. None of the Dealer(s) or the Arrangers makes any representation, express or implied, or ac c epts
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 bas is
of any credit or other evaluation and should not be considered as a recommendation by any of the Issuer, the
Covered Bond Guarantor, the Dealer(s) or the Arrangers that any recipient of this Base Prospectus or any
other financial statements should purchase the Covered Bonds. Each potential purchaser of Cover ed 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
Dealer(s) 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
Dealer(s) 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 restr ic ted by
law. Any persons into possession of this Base Prospectus or any Final Terms come are required by the Issuer
and the Dealer(s) 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, dealer s 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 s uch
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 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.
3

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 Swis s
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, unles s
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 pr ec eded
them.
Each initial and subsequent purchaser of a Covered Bond will be deemed, by its acceptance of the pur c has e
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 Pros pec tus 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 Stabilis ing Manage r) 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 highe r 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 m ay
begin on or after the date on which adequate public disclosure of the final term s of the offer of the
Covered Bonds is made and, if begun, may be ended at any time, but it m us t e nd no late r than the
earlier of 30 days after the issue date of the relevant Series or Tranche and 60 days afte r the date of
the allotment of any such Series or Tranche. Such stabilising shall be in com pliance 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.
IMPORTANT UK RETAIL INVESTORS  If the Final Terms in respect of any Cover Bonds includes a
legend entitled Prohibition of Sales to UK Retail Investors, the Cover 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 r etail
investor in the UK. For these purposes, a retail investor means a person who is one (or more) of : ( i) a r etail
client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domes tic law
by virtue of the European Union (Withdrawal) Act 2018; or (ii) a customer w ithin 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 European Union (Withdrawal) Act 2018. Consequently no key information
document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the UK PRIIPs Regulation) for offering or selling the Cover
4

Bonds or otherwise making them available to retail investors in the UK has been prepared and therefore
offering or selling the Cover 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 w ill
include a legend entitled "MiFID II Product Governance" which wil 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 Pr oduct
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 Dealer(s) nor any of their respective affiliates will be a manuf ac tur er
for the purpose of the MIFID Product Governance Rules.
UK MiFIR product governance / target market - The Final Terms in respect of any Cover Bonds will
include a legend entitled UK MiFIR Product Governance which will outline the target market assessment in
respect of the Cover Bonds and which channels for distribution of the Cover Bonds are appropriate. Any
person subsequently offering, selling or recommending the Cover Bonds (a "distributor") should take into
consideration the target market assessment; however, a distributor subject to the UK MiFIR product
governance rules set out in the FCA Handbook Product Intervention and Product Governance Sourcebook
(the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market
assessment in respect of the Cover Bonds (by either adopting or refining the target market asses s ment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
product governance rules set out in UK MiFIR Product Governance Rules, any Dealer subscribing for any
Cover Bonds is a manufacturer in respect of such Cover Bonds, but otherwise neither the Arrangers nor the
Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the UK MIFIR Product
Governance Rules.

5

GENERAL DESCRIPTION OF THE PROGRAMME
The following section contains a general description of the Programme pursuant to Article 25 of
Commission Delegated Regulation (EU) 2019/980 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.
Structure Diagram
Structure Diagram

Intesa Sanpaolo

Asset Hedging
Counterparty

B ank of Italy

Intesa Sanpaolo
Supervision

Cover P ool
Euribor +
Revenues
Margin

Seller
Servicer
Transfers of

Assets
ISP OB G S.r.l.
Guarantor

P urchase

price
Repayment of

Subordinated
Subordinated
Liability Swap
loan
loan

Liability Hedging
Intesa

Sanpaolo
Counterparty

(if any)

Subordinated Loan

Provider

Covered
bond

Guarantee
Deloitte&Touche
Issuer

S.p.A.
Asset Monitor

P roceeds
OBG

B anca Finint S.p.A.
Calculation Agent
Investors

6

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 w ith
the Companies' Register of Milan, Monza-Brianza, Lodi, 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
Intesa Sanpaolo and Barclays Bank Ireland PLC, a public limited
company incorporated under the laws of Ireland with registered number
396330 and having its registered office at One Molesworth Street, Dublin 2,
Ireland, D02 RF29 (Barclays) (collectively, the Arrangers).
Dealer
As of the date hereof, Intesa Sanpaolo (the Dealer), 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 Cover ed
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
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Intesa Sanpaolo Group, which may sell Eligible Assets or Integration As s ets
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 Transf er
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 Cover ed
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, Monza-Brianza, Lodi 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 is s ued
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 Bank s
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 Doumer, 92920 Paris La Défense Cedex, registered with the Registre du
Commerce et des Sociétés de Nanterre with no. SIREN 304 187 701, s hare
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
Banca Finanziaria Internazionale S.p.A., breviter Banca Finint S.p. A. , a
bank incorporated under the laws of Italy as a "società per azioni", with a
sole shareholder, having its registered office in Via V. Alfieri,1, 31015
Conegliano (TV), Italy, share capital of Euro 71,817,500.00 fully paid up, tax
code and enrolment in the Companies' Register of Treviso-Belluno number
04040580963, VAT Group "Gruppo IVA FININT S.P.A." - VAT number
04977190265, registered in the Register of the Banks under number 5580
pursuant to article 13 of the Consolidated Banking Act and in the Register of
the Banking groups as Parent Company of the Banca Finanziaria
Internazionale Banking Group, member of the "Fondo Interbancario di
Tutela dei Depositi" and of the "Fondo Nazionale di Garanzia".
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.
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