Obbligazione Intesa Sanpaolo SpA 0% ( IT0005433245 ) in EUR

Intesa Sanpaolo SpA

100 EUR ▲

Italia

IT0005433245 ( in EUR )

20/02/2037 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Intesa Sanpaolo S.p.A IT0005433245 in EUR 0%, scaduta

100 000 EUR

1 350 000 000 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.

Il mercato finanziario ha recentemente registrato la piena estinzione di un'importante obbligazione emessa da Intesa Sanpaolo S.p.A., uno dei maggiori gruppi bancari italiani ed europei, rinomato per la sua solida reputazione e l'ampia gamma di servizi finanziari offerti, dalla banca retail al corporate banking e wealth management. Lo strumento di debito in questione, identificato dal codice ISIN IT0005433245, è stato originariamente emesso in Italia, in euro (EUR), per un ammontare nominale complessivo di 1.350.000.000. Questa obbligazione si caratterizzava come un titolo a tasso zero (zero-coupon), significando l'assenza di cedole periodiche e il rendimento per l'investitore derivante dalla differenza tra il prezzo di acquisto e il valore nominale di rimborso, che al momento del suo arrivo a scadenza era pari al 100%. Il taglio minimo di acquisto per questa emissione era fissato a 100.000 EUR, rendendola particolarmente adatta a investitori istituzionali o con significative capacità finanziarie. Benché la scadenza fosse originariamente prevista per il 20 febbraio 2037 e la frequenza di pagamento (da intendersi come rimborso unico del capitale) indicata come '1', è fondamentale sottolineare che questa obbligazione ha ormai raggiunto la sua data di maturità ed è stata integralmente rimborsata, completando così il suo ciclo di vita finanziario e onorando gli impegni assunti dall'emittente verso i detentori.

BASE PROSPECTUS DATED 5 JULY 2023
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 law of 30 April 1999, No. 130 (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 dated 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 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. 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 5 July 2024) 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. (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.

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).
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 GmbH (DBRS 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.

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

TABLE OF CONTENTS

RESPONSIBILITY STATEMENTS ................................................................................................................. 2
GENERAL DESCRIPTION OF THE PROGRAMME ..................................................................................... 7
RISK FACTORS .............................................................................................................................................. 42
DESCRIPTION OF THE ISSUER .................................................................................................................. 72
REGULATORY SECTION ........................................................................................................................... 126
DESCRIPTION OF THE SELLERS ............................................................................................................. 151
DESCRIPTION OF THE COVERED BOND GUARANTOR ..................................................................... 152
DESCRIPTION OF THE ASSET MONITOR .............................................................................................. 157
DESCRIPTION OF THE PORTFOLIO ........................................................................................................ 158
COLLECTION AND RECOVERY PROCEDURES .................................................................................... 161
CREDIT STRUCTURE ................................................................................................................................. 193
ACCOUNTS AND CASH FLOWS ............................................................................................................... 203
USE OF PROCEEDS ..................................................................................................................................... 224
DESCRIPTION OF THE TRANSACTION DOCUMENTS ........................................................................ 225
SELECTED ASPECTS OF ITALIAN LAW ................................................................................................. 243
TERMS AND CONDITIONS OF THE COVERED BONDS ...................................................................... 258
RULES OF THE ORGANISATION OF THE COVERED BONDHOLDERS ............................................ 295
FORM OF FINAL TERMS............................................................................................................................ 318
TAXATION ................................................................................................................................................... 334
SUBSCRIPTION AND SALE ....................................................................................................................... 344
GENERAL INFORMATION ........................................................................................................................ 350
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................. 354
SUPPLEMENTS TO THE BASE PROSPECTUS, FINAL TERMS AND FURTHER
PROSPECTUSES .......................................................................................................................................... 359
GLOSSARY ................................................................................................................................................... 360

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 Issuer, 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", 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 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 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.
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 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 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 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 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 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
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 restricted 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, 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.
3

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

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
4

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 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 Dealer(s) 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 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 Covered Bonds (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
5

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
Covered Bonds is a manufacturer in respect of such Covered 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.

6

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

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.
Covered Bond

Guarantor
Purchase

price
Repayment of

Subordinated
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

Banca Finanziaria
Internazionale
Investors
S.p.A.

Calculation Agent

7

1.
PRINCIPAL PARTIES
Issuer
Intesa Sanpaolo S.p.A., a bank organised as a joint stock company and
incorporated 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, share capital of Euro
10,368,870,930.08, incorporated with Fiscal Code number and registration
number with the Turin Register of Enterprises 00799960158, delegate of
Intesa Sanpaolo 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 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-septies 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-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 may be appointed as special
servicer pursuant to the Servicing Agreement (the Second Special Servicer).

Administrative
Intesa Sanpaolo in its capacity as administrative services provider under the
8

Document Outline

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- (a) Covered Bonds subject to optional redemption by the Issuer
- (b) Zero Coupon Covered Bonds
- (c) Fixed/Floating Rate Covered Bonds
- (d) Covered Bonds issued at a substantial discount or premium
- Mortgage borrower protection: Certain legislations enacted in Italy, have given new rights and certain benefits to mortgage debtors and/or reinforced existing rights, including, inter alia:
- (i) the right of prepayment of the principal amount the mortgage loan, without incurring a penalty,
(ii) the right to the substitution (portabilità) of a mortgage loan with another mortgage loan, and
(iii) the right to suspend instalment payments relating to mortgage loans.
Further details are set out in the section headed Selected Aspects of Italian law … Mortgage Borrower protectionŽ. These legislations constitute an adverse effect on the cover pool and, in particular, on any cash flow projections concerning the cover...
UBI Banca S.p.A.
The merger between Intesa Sanpaolo and UBI Banca
Share Capital
The Intesa Sanpaolo Group has a strategic international presence, with over 950 branches and 7.1 million customers as at 31 December 2022. It is among the top players in several countries in Central Eastern Europe and in the Middle East and North Afri...
As at 31 December 2022, the Intesa Sanpaolo Group had total assets of 975,683 million, customers loans of 446,854 million, direct deposits from banking business of 545,386 million and direct deposits from insurance business and technical reserves o...
The Intesa Sanpaolo Group operates through six divisions:
a) The Banca dei Territori division: focuses on the market and centrality of the territory for stronger relations with individuals, small and medium-sized enterprises and non-profit entities. The division includes the activities in industrial credit, ...
b) The IMI Corporate & Investment Banking division: a global partner which, taking a medium-long term view, supports corporates, financial institutions and public administration, both nationally and internationally. Its main activities include capital...
c) The International Subsidiary Banks division: includes the following commercial banking subsidiaries: Intesa Sanpaolo Bank Albania in Albania, Intesa Sanpaolo Banka Bosna i Hercegovina in Bosnia and Herzegovina, Privredna Banka Zagreb in Croatia, th...
d) The Private Banking division: serves the customer segment consisting of Private clients and High Net Worth Individuals with the offering of products and services tailored for this segment. The division includes Fideuram … Intesa Sanpaolo Private Ba...
e) The Asset Management division: asset management solutions targeted at the Intesa Sanpaolo Group's customers, commercial networks outside the Intesa Sanpaolo Group, and institutional clientele. The division includes Eurizon with 304 billion of asse...
f) The Insurance division: insurance and pension products tailored for the Intesa Sanpaolo Group's clients. The division holds direct deposits and technical reserves of 174 billion and includes Intesa Sanpaolo Vita - which controls Intesa Sanpaolo As...
Labour litigation
a) the reduction to 8 million of the non-financial damages made by the Court of Appeal, compared to the 77 million recognised in the first instance ruling was arbitrary and devoid of any sound legal or logical reasoning;
b) even accepting the reduction under point a), the Court made a miscalculation when redetermining the amount of total damages That aspect was already the subject of an application for material correction filed in 2020, rejected by the Court as the Co...
By ruling no. 5682/2023, the Court of Cassation partially upheld the grounds of appeal filed by Acampora and the Prime Ministers Office, overturning the second instance ruling, in relation to the claims upheld, and referring the case back to the Rome...
The Court applied a rule of pre-emption according to which the action for revocation should precede the exercise of the action for damages, in clear conflict with the principles set out in the criminal proceedings in 2006 according to which the indepe...
In addition, it introduced a further and unprecedented rule of a procedural nature according to which, without prejudice to the right to obtain lost earnings and non-pecuniary damage, in order to claim compensation from the perpetrators of the offence...
The legal initiatives to protect the Banks claims are currently being assessed, also in view of the conflict between the principles expressed by the Court of Cassation in the criminal proceedings in 2006, on which the Bank legitimately relied in maki...
Tax litigation
At Intesa Sanpaolo Group level, the total value of the claims for tax disputes (taxes, penalties and interest) was equal to 219 million as at 31 December 2022, which represents a slight increase compared to 215 million as at 31 December 2021.
The Intesa Sanpaolo Group tax litigation risks are covered by adequate provisions to the allowances for risks and charges ( 70 million in 2022 compared to 76 million in 2021). The Parent Company had 473 pending litigation proceedings (628 as at 31 D...
In relation to these proceedings, the actual risks were quantified at 57 million as at 31 December 2022 ( 57 million also as at 31 December 2021).
Compared to 31 December 2021, for the Parent Company, the main events that gave rise to significant movements of amount of claims consisted of:
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The main changes in the provisions booked by the Parent Company (which remained substantially unchanged) as at 31 December 2021 are related to:
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During the year, the litigation settled (known as findings closed) totalled 340 proceedings, for a total amount claimed of 24.7 million, including the findings arising and settled during the year, with an outlay of 3.6 million, mainly referring to ...
With regard to the Italian subsidiaries, tax disputes totalled 85 million euro as at 31 December 2022 ( 71 million as at 31 December 2021), covered by specific provisions amounting to 9 million ( 11 million in the 2021 financial statements). Compar...
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The decrease in provisions compared to 31 December 2021, equal to 2 million, mainly refers to:
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Tax disputes involving foreign subsidiaries amounted to 8 million ( 9 million at the end of 2021), covered by provisions of 4 million ( 8 million in 2021). The changes in the amount claimed and the allowance for risks are mainly due to the settleme...
Tax Proceedings related to Group Companies
The local advisors confirmed that the document does not change the estimates of risk expressed to date with regard to that pending dispute.
- INTESA SANPAOLO S.P.A.
In Italy the CRD IV was implemented by Legislative Decree no. 72 of 12 May 2015 which impacted, inter alia, on:
- (a) proposed acquirers of credit institutions' holdings, shareholders and members of the management body requirements (Articles 22, 23 and 91 CRD IV);
- (b) competent authorities' powers to intervene in cases of crisis management (Articles 102 and 104 CRD IV);
- (c) reporting of potential or actual breaches of national provisions (so-called whistleblowing, Article 71 CRD IV); and
- (d) administrative penalties and measures (Articles 64 and 65 CRD IV).
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On 23 November 2016, the European Commission presented a comprehensive package of reforms to further strengthen the resilience of EU banks and investment firms (the EU Banking Reform Package). The EU Banking Reform Package amends many existing provis...
The EU Banking Reform Package includes:
- (a) revisions to the standardised approach for counterparty credit risk;
- (b) changes to the market risk rules which include the introduction first of a reporting requirement, pending the implementation in the EU of the latest changes to the FRTB (as defined below) published in January 2019 by the BCBS and then the applicat...
- (c) a binding leverage ratio (and related improved disclosure requirements) introduced as a backstop to risk-weighted capital requirements and set at 3% of an institutions Tier 1 capital;
- (d) a binding NSFR (which will require credit institutions and systemic investment firms to finance their long-term activities (assets and off-balance sheet items) with stable sources of funding (liabilities) in order to increase banks resilience to ...
- (e) changes to the large exposures limits, now calculated as the 25% of Tier 1; and
- (f) improved own funds calculation adjustments for exposures to SMEs and infrastructure projects.
On 27 October 2021, the European Commission published, as part of a legislative package that includes also amendments to CRD IV, the text of the proposal to amend the CRR II (CRR III). In particular, the CRR III legislative initiative aims at implemen...
- (i) to strengthen the risk-based capital framework, without significant increases in capital requirements overall;
- (ii) to enhance the focus on ESG risk in the prudential framework;
- (iii) to further harmonise supervisory powers and tools;
- (iv) to reduce institutions administrative costs related to public disclosure and to improve access to institutions prudential data; and
- (v) to insert in the CRR a dedicated treatment for the indirect subscription of instruments eligible for internal MREL (i.e. daisy chain approachŽ).
Once agreed on the final text between the various stakeholders involved in the legislative process (European Commission, European Parliament and Council of the EU) and once implemented in the Union, these regulatory changes will impact the entire bank...
The EBA has been conducting regular and ad-hoc quantitative impact studies to assess or monitor the impact of various rules on the EU banking sector.
Regular monitoring exercise includes also a monitoring exercise to assess the impact of the Basel III framework on a sample of EU banks that the EBA conducts in coordination and in parallel with the BCBS (Basel III Monitoring Exercise). This exercise ...
- The impact of the Basel III is assessed using mostly the following measures:
- (i) percentage impact on minimum required Tier 1 capital (MRC);
- (ii) impact, in basis point, on the current actual Tier 1 capital ratio; and
- (iii) Tier 1 capital shortfall resulting from the full implementation of Basel III, namely the capital amount that banks need to fulfil the Basel III MCR.
According to EBA Decision no. EBA/DC/2021/373 concerning information required for the monitoring of Basel supervisory standards published on 18 February 2021 (EBA Decision), the Basel III Monitoring Exercise, which is currently only being carried out ...
Pursuant to EBA Decision, as of 31 December 2021, the Basel III Monitoring Exercise has become mandatory and is carried out on an annual basis only.
On 30 September 2022, EBA published its first mandatory Basel III Monitoring Report which assess the impact that Basel III full implementation will have on EU banks in 2028. According to this assessment, the full Basel III implementation would result ...
On 4 May 2020, EBA published its final draft technical standards on specific reporting requirements for market risk, in accordance with the mandate set out in the provisions of the CRR II.
In particular, the implementing technical standards (ITS) introduced uniform reporting templates, the template related instructions, the frequency and the dates of the reporting, the definitions and the IT solutions for the specific reporting for mark...
In December 2017, the Basel Committee published of its final set of amendments to its Basel III framework (known informally as Basel IV). Basel IV is expected to introduce a range of measures, including:
- (i) changes to the standardised approach for the calculation of credit risk;
- (ii) limitations to the use of IRB approaches, mainly banks will be allowed to use the F-IRB approach and the SA, only for specialised lending the A-IRB will be still used;
- (iii) a new framework for determining an institutions operational risk charge, which will be calculated only by using a new standardised approach;
- (iv) an amended set of rules in relation to credit valuation adjustment; and
- (v) an aggregate output capital floor that ensures that an institutions total risk weighted assets (RWA) generated by IRB models are no lower than 72.5% of those generated by the standardised approach.
The EU Banking Reform Package included Directive (EU) 2019/879, which provides for a number of significant revisions to the BRRD (known as BRRD2). BRRD2 provides that Member States are required to ensure implementation into local law by 28 December 2...
- (a) full implementation of the FSBs TLAC standard in the EU and revisions to the existing MREL regime. Additional changes to the MREL framework include changes to the calculation methodology for MREL, criteria for the eligible liabilities which can b...
- (b) introduction of a new category of "top-tier" banks, being banks which are resolution entities that are not G-SIIs but are part of a resolution group whose total assets exceed 100 billion;
- (c) the introduction of a new moratorium power for resolution authorities and requirements on the contractual stays in resolution; and
- (d) amendments to the article 55 regime in respect of the contractual recognition of bail-in.
- 1.4 Collection by cheque or money order
- 3.1. Proactive Credit
- As mentioned, in order to manage detected customers, Proactive Credit relies on dedicated structures at the Lending departments of the Regional Governance Centres of the BdT (Banca dei Territori) Division and CLO (Chief Lending Officer) Area, with the...
- 3.1.2 Proactive Credit management phases
  - Non-performing exposures must continue to be classified as such until at least three months have elapsed (the Probation Period) from the moment they no longer meet the conditions to be classified among non-performing past due exposures or unlikely-to-...
  - Any contagion effects must be taken into consideration when the occurrence of an event that results in classification to a worse risk status of a counterparty belonging to a group may have repercussions in terms of the potential default for other part...
  - In the light of the consequences (in terms of materiality) that the classification of a counterparty may have on the ability of other group entities to discharge their debt, it is determined whether the event is to be considered a negative symptom or ...
  - Any consequences of the classification of a counterparty for other parties therefore presuppose a distinct legal and financial separation between them. Specifically, in the event of relationships formed with a sole partnership and the natural person t...
  - With exclusive reference to counterparties included among retail exposures (Retail and Retail SME segments) that are connected to counterparties classified as unlikely to pay or non-performing past due exposures, automatic classification criteria appl...
  - In particular, in the case of the classification of a jointly held account among non-performing exposures, the exposures of the individual joint account holders will also be classified automatically, unless at least one of the following conditions is ...
  - a) the delay in payment is the consequence of a dispute between the joint account holders that has been presented to a judge or has been raised in other out-of-court mediation proceedings that resulted in a binding decision and there are no concerns r...
  - b) the credit obligation attributable to the jointly held account represents an insignificant portion of the joint account holders total exposure.
  - 3.3 Non-performing exposures with forbearance measures - Forbearance policies on non-performing loans
  - 3.4 Renegotiation policies for loans not in line with payments
  - 3.4.1 Renegotiation of loans with payments in arrears … Retail
Customers holding mortgage loans/unsecured loans that present at least one arrear in payment may request the renegotiation of the interest rate and/or duration of the repayment plan.
With regard to positions classified as Proactive Credit, Non-performing past due exposures, Unlikely to Pay and Forborne Unlikely to Pay, the option to propose to the customer the renegotiation of the mortgage loan/loan requires prior agreement from t...
Renegotiation makes it possible to bring the loan in line and promotes its future sustainability by reformulating the repayment plan for the residual debt with the possible extension on the duration, so that the commitment corresponds more closely to ...
The renegotiation operation must be decided by the structure with competence for lending, regardless of the position's status. Where the renegotiation also involves a waiver, the position must first be classified under Unlikely to Pay, and the operati...
The characteristics of this intervention are as follows:
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This solution has significant implications, because:
4.4 MANAGEMENT OF SECURITIES IN DEFAULT BY INTESA SANPAOLO S.P.A.
- The Mortgage Credit Directive came into effect on 20 March 2014.
  - (f) Fallback Provisions: Notwithstanding the foregoing provisions of this Condition 6, if the Issuer (in consultation with the Calculation Agent (or the person specified in the relevant Final Terms as the party responsible for calculating the Rate o...
  - (i) the Issuer shall use reasonable endeavours to appoint an Independent Adviser for the determination (with the Issuer's agreement) of a Successor Rate or, alternatively, if the Independent Adviser and the Issuer agree that there is no Successor Rate...
  - (ii) the Alternative Benchmark Rate shall be such rate as the Independent Adviser and the Issuer acting in good faith agree has replaced the relevant Reference Rate in customary market usage for the purposes of determining floating rates of interest o...
  - (iii) if the Issuer is unable to appoint an Independent Adviser, or if the Independent Adviser and the Issuer cannot agree upon, or cannot select a Successor Rate or an Alternative Benchmark Rate and Alternative Relevant Screen Page prior to the IA De...
  - (iv) if a Successor Rate or an Alternative Benchmark Rate and an Alternative Relevant Screen Page is determined in accordance with the preceding provisions, such Successor Rate or Alternative Benchmark Rate and Alternative Relevant Screen Page shall b...
  - (v) if the Issuer, following consultation with the Independent Adviser and acting in good faith, determines that (A) an Adjustment Spread is required to be applied to the Successor Rate or Alternative Benchmark Rate and (B) the quantum of, or a formul...
  - (vi) if a Successor Rate or an Alternative Benchmark Rate and/or Adjustment Spread is determined in accordance with the above provisions, the Independent Adviser (with the Issuer's agreement) or the Issuer (as the case may be), may also specify change...
  - (vii) the Issuer shall promptly following the determination of any Successor Rate or Alternative Benchmark Rate and Alternative Relevant Screen Page and Adjustment Spread (if any) give notice thereof and of any changes pursuant to sub-paragraph (vi) a...
If the Final Terms in respect of any Covered Bonds includes a legend entitled "Prohibition of Sales to EEA Retail Investors", each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent, ...
- a) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II); or
- b) a customer within the meaning Directive (EU) 2016/97 (as amended, the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
- c) not a qualified investor as defined in the Prospectus Regulation.
Public Offer Selling Restrictions Under the Prospectus Regulation
If the Final Terms in respect of any Covered Bonds does not include a legend entitled "Prohibition of Sales to EEA Retail Investors", in relation to each Member State of the European Economic Area, each Dealer has represented and agreed, and each furt...
- a) Qualified investors: at any time to any legal entity which is a qualified investor as defined in the Prospectus Regulation;
- b) Fewer than 150 offerees: at any time to fewer than 150, natural or legal persons (other than qualified investors as defined in the Prospectus Regulation), subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Iss...
- c) Other exempt offers: at any time in any other circumstances falling within Article 1(4) of the Prospectus Regulation.
  - DBRS Covered Bonds Attachment Point or DBRS CBAP means the DBRS covered bonds attachment point designating the probability that the source of payment of the Covered Bonds will switch from the Issuer to the Covered Bond Guarantor expressed on the basi...
  - DBRS Critical Obligations Rating (COR) means the DBRS rating addressing the risk of default of particular obligations/ exposures of certain banks that have a higher probability of being excluded from bail-in and remaining in a continuing bank in the e...
  - DBRS Equivalence Chart means the DBRS rating equivalent of any of the below ratings by Moody's, Fitch or S&P:
  - Eligible Investments means:
  - (i) any Public Asset, as defined below, which have a maturity up to 6 Business Days prior to each Guarantor Payment Date; and/or
  - (ii) (a) any other Euro denominated unsubordinated dematerialised debt securities; or
  - provided that the investments under point (ii)(a) above have, and the investments under point (ii)(b) above are held with a bank having, a DBRS Rating or, in the absence of a DBRS Rating, an Equivalent Rating (upon conversion on the basis of the DBRS ...
  - (A) in case of maturity of up to 30 calendar days:
    - I. "BBB (low)" or R-2 (low)Ž, if the Covered Bonds have a DBRS Rating equal to or higher than BBB (low)Ž but not higher than A (low)Ž, or
    - II. BBB (low)Ž or R-2 (middle)Ž, if the Covered Bonds have a DBRS Rating equal to AŽ; or
    - III. BBBŽ or R-2 (middle)Ž, if the Covered Bonds have a DBRS Rating equal to A (high)Ž; or
    - IV. BBB (high)Ž or R-1 (low)Ž, if the Covered Bonds have a DBRS Rating equal to AA (low)Ž or AAŽ; or
    - V. A (low) or R-1 (low)Ž, if the Covered Bonds have a DBRS Rating equal to AA (high)Ž; or
    - VI. AŽ or R-1 (low)Ž, if the Covered Bonds have a DBRS Rating equal to AAAŽ; or
  - (B) in case of maturity of up to 90 calendar days:
    - I. BBB (low) or R-2 (middle)Ž, if the Covered Bonds have a DBRS Rating not higher than BBB (high)Ž; or
    - II. A (low)Ž or R-1 (low)Ž, if the Covered Bonds have a DBRS Rating equal to or higher than A (low)Ž but not higher than A (high)Ž; or
    - III. AA (low)Ž or R-1 (middle)Ž, if the Covered Bonds have a DBRS Rating equal to or higher than AA (low)Ž; or
  - (C) in case of maturity of up to 180 calendar days:
    - I. BBBŽ or R-2 (high)Ž, if the Covered Bonds have a DBRS Rating not higher than BBB (high)Ž; or
    - II. AŽ or R-1 (low)Ž, if the Covered Bonds have a DBRS Rating equal to or higher than A (low)Ž but not higher than A (high)Ž; or
    - III. AAŽ or R-1 (high)Ž, if the Covered Bonds have a DBRS Rating equal to or higher than AA (low)Ž; or
  - (D) in case of maturity up to 365 calendar days:
    - I. BBBŽ or R-2 (high)Ž, if the Covered Bonds have a DBRS Rating not higher than BBB (high)Ž; or
    - II. A (high)Ž or R-1 (middle)Ž, if the Covered Bonds have a DBRS Rating equal to or higher than A (low)Ž but not higher than A (high)Ž; or
    - III. AAAŽ or R-1 (high)Ž, if the Covered Bonds have a DBRS Rating equal or higher than AA (low)Ž,
    - provided that:
- (1) in all cases, such investments provide a fixed principal amount at maturity (or upon disposal or liquidation, as the case may be) at least equal to the principal amount invested;
- (2) in any event, none of the Eligible Investments set out above may consist, in whole or in part, actually or potentially, of (i) securities issued as a part of either the Programme or related transactions, or (ii) credit-linked notes or similar clai...
- (3) any such investments shall be liquidated in accordance with the provisions of the Cash Management and Agency Agreement.
- For the purposes of paragraph (i) above, "Public Assets" means (i) securities satisfying the requirements set forth under article 129, paragraph 1, letter (a) and (b) of the CRR, and (ii) loans extended to, or guaranteed by, the public entities set fo...