Obligation Intesa Sanpaolo SpA 3.375% ( IT0004889421 ) en EUR

Intesa Sanpaolo SpA

100 % ▼

Italie

IT0004889421 ( en EUR )

3.375% par an ( paiement annuel )

24/01/2025 - Obligation échue

Prospectus brochure de l'obligation Intesa Sanpaolo S.p.A IT0004889421 en EUR 3.375%, échue

Intesa Sanpaolo S.p.A. est une banque italienne multinationale, l'une des plus grandes d'Europe, offrant une large gamme de services bancaires et financiers aux particuliers, aux entreprises et aux institutions.

L'Obligation émise par Intesa Sanpaolo SpA ( Italie ) , en EUR, avec le code ISIN IT0004889421, paye un coupon de 3.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 24/01/2025

BASE PROSPECTUS DATED 22 DECEMBER 2020
Intesa Sanpaolo S.p.A.
(incorporated as a joint stock company under the laws of the Republic of Italy)
25,000,000,000 Covered Bond (Obbligazioni Bancarie Garantite) Programme
unsecured and unconditionally and irrevocably guaranteed as to payments of interest and
principal by
ISP CB Ipotecario S.r.l.
(incorporated as a limited liability company under the laws of the Republic of Italy)
The 25,000,000,000 Covered Bond Programme (the Programme) described in this base prospectus (the Base Prospectus) has been
established by Intesa Sanpaolo S.p.A. (Intesa Sanpaolo, the Bank, or the Issuer) for the issuance of obbligazioni bancarie garantite (t he
Covered Bonds which term includes, for avoidance of doubt the Registered Covered Bonds as defined below) guaranteed by ISP CB
Ipotecario S.r.l. pursuant to Article 7-bis of law No. 130 of 30 April 1999 (Law 130) and regulated by the Decree of the Ministry of
Economy and Finance No. 310 of 14 December 2006 (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 of 17 December 2013, containing the " Disposizioni di vigilanza per l e
banche" as further implemented and amended (the BoI OBG Regulations and, together with Law 130 and the MEF Decree, the OBG
Regulations).
ISP CB Ipotecario S.r.l. (ISP CB Ipotecario or the Covered Bond Guarantor) issued a first demand (a prima richiesta), autonomous,
unconditional and irrevocable (irrevocabile) guarantee (garanzia autonoma) securing the payment obligations of the Issuer under the
Covered Bonds (the Covered Bond Guarantee), in accordance with the provisions of Law 130 and of the MEF Decree. The obligation of
payment under the Covered Bond Guarantee shall be limited recourse to the Portfolio and the Available Funds (as defined in the section
headed " Terms and Conditions of the Covered Bonds").
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the CSSF), which is the competent
authority under Regulation EU 2017/1129 (the Prospectus Regulation) in the Grand Duchy of Luxembourg, as a base prospectus for the
purpose of article 8 of the Prospectus Regulation.
The CSSF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by
the Prospectus Regulation. Approval by the CSSF should not be considered as an endorsement of the Issuer or the Guarantor or the quali t y
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 Arti cle 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 22 December 2021) 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 otherwi se
defined in the specific section of this Base Prospectus in which they are used.
Under the Programme, the Issuer may issue Covered Bonds denominated in any currencies, including Euro, UK Sterling, Swiss Franc,
Japanese Yen and US Dollar. Interest on the Covered Bonds shall accrue monthly, quarterly, semi -annually, annually or on such other
basis as specified in the relevant Final Terms, in arrears at fixed or floating rate, increased or decreased by a margin. The Issuer may also
issue Covered Bonds at a discounted price with no interest accruing and repayable at nominal value (zero-coupon Covered Bonds).
The terms of each Series will be set forth in the Final Terms relating to such Series prepared in accordance with the provisions of this Base
Prospectus and, if listed, to be delivered to the Luxembourg Stock Exchange on or before the date of issue of such Series.
Application has been made for Covered Bonds (other than Registered Covered Bonds) to be admitted to listing on the official list and
trading on the regulated market of the Luxembourg Stock Exchange, which is a regulated market for the purposes of Directive
2014/65/UE. In addition, the Issuer and each Relevant Dealer named under the section headed " Subscription and Sale" may agree to make
an application to list a Series on any other stock exchange as specified in the relevant Final Terms. The Programme also perm its Covered
Bonds to be issued on an unlisted basis.
Covered bonds will be issued in dematerialised form and the Issuer reserves the right to issue also Covered Bonds as German g overned
registered covered bonds (Gedeckte Namensschuldverschreibung) (the Registered Covered Bonds). This Base Prospectus does not relate
to the Registered Covered Bonds which may be issued by the Issuer under the Programme pursuant to either separate documentati on or the
documents described in this Base Prospectus after having made the necessary amendments and the approval of this Base Prospectus by the
CSSF does not cover any Registered Covered Bonds which may be issued by the Issuer.
Where Covered Bonds (other than Registered Covered Bonds) issued under the Programme are admitted to trading on a regulated m arket
within the European Economic Area or offered to the public in a Member State of the European Economic Area or the United Kingdom in
circumstances which require the publication of a prospectus under the Prospectus Regulation, such Covered Bonds will have a
denomination of not less than 100,000 (or, where the Covered Bonds are issued in a currency other than euro, the equivalent amount in
such other currency). The terms and conditions of the Registered Covered Bonds (the Registered Covered Bond Conditions), which will
difer from the terms and conditions set out in the section headed " Terms and Conditions of the Covered Bonds", will specify the minimum
denomination for Registered Covered Bonds, which might not be listed.
1

Amounts payable under the Covered Bonds may be calculated by reference to EURIBOR, or to LIBOR, in each case as specified in the
relevant Final Terms. As at the date of this Base Prospectus, the ICE Benchmark Administration (as administrator of LIBOR) and the
European Money Markets Institute (EMMI, as administrator of EURIBOR) are included in the register of administrators and benchmarks
established and maintained by the European Securities and Markets Authority pursuant to article 36 of Regulation (EU) 2016/10 11 (the
BMR).
The Covered Bonds to be issued on or after the date hereof will be held in dematerialised form or in any other form as may be set out in the
Final Terms. The Covered Bonds issued in dematerialised form will be held on behalf of their ultimate owners, until redemptio n or
cancellation thereof, by Monte Titoli S.p.A. (Monte Titoli) for the account of the relevant Monte Titoli Account Holders. The expression
Monte Titoli Account Holders means any authorised financial intermediary institution entitled to hold accounts on behalf of their
customers with Monte Titoli and includes any depositary banks appointed by Euroclear Bank S.A./N.V. , 1 Boulevard du Roi Albert II, B -
1210 Bruxelles as operator of the Euroclear System (Euroclear) and Clearstream Banking, société anonyme, 42 Avenue JF Kennedy, L-
1855, Luxembourg (Clearstream). Each Series of Covered Bonds issued in dematerialised form will be deposited with Monte Titoli on
the relevant Issue Date (as defined in the section headed " Terms and Conditions of the Covered Bonds"). Monte Titoli shall act as
depositary for Clearstream and Euroclear. The Covered Bonds issued in dematerialised form will at all times be held in book entry form
and title to the Covered Bonds issued in dematerialised form will be evidenced by book entries in accordance with the provisi ons 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 Oficial
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 demat erialised form.
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 set out in Condition 9 (Redemption and Purchase).
Each Series is expected, upon the relevant issue, to be assigned a rating as specified in the relevant Final Terms by Moody's France S.A.S.
(Moody's). Conditions precedent to the issuance of any Series include that a rating letter assigning the rating to such Series of Cov ered
Bonds is issued by the Rating Agency. Whether or not the credit rating applied for in relation to relevant Series of Covered Bonds will be
issued by a credit rating agency established in the European Union or in the United Kingdom (UK) and registered under Regulation (EC)
No. 1060/2009 (as amended, the CRA Regulation) will be disclosed in the Final Terms. In general, European regulated investors are
restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European
Union or the UK and registered under the CRA Regulation (or is endorsed and published or distributed by subscription by such a credit
rating agency in accordance with the CRA Regulation) unless (1) the rating is provided by a credit rating agency not established in the
EEA or the UK but endorsed by a credit rating agency established in the EEA or the UK and registered under the CRA Regulation or (2)
the rating is provided by a credit rating agency not established in the EEA or the UK which is certified under the 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 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, Barclays and Intesa Sanpaolo
Dealers
IMI Intesa Sanpaolo and Barclays
2

TABLE OF CONTENTS
RESPONSIBILITY STATEMENTS ................................................................................................. 4
OVERVIEW OF THE PROGRAMME.............................................................................................. 8
GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................... 13
RISK FACTORS.......................................................................................................................... 45
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................... 74
SUPPLEMENTS TO THE BASE PROSPECTUS, FINAL TERMS AND FURTHER
PROSPECTUSES ........................................................................................................................ 80
DESCRIPTION OF THE ISSUER .................................................................................................. 81
REGULATORY SECTION ......................................................................................................... 129
DESCRIPTION OF THE COVERED BOND GUARANTOR........................................................... 146
DESCRIPTION OF THE ASSET MONITOR ................................................................................ 152
DESCRIPTION OF THE PORTFOLIO ......................................................................................... 153
COLLECTION AND RECOVERY PROCEDURES ....................................................................... 156
CREDIT STRUCTURE............................................................................................................... 184
ACCOUNTS AND CASH FLOWS............................................................................................... 195
USE OF PROCEEDS.................................................................................................................. 210
DESCRIPTION OF THE TRANSACTION DOCUMENTS ............................................................. 211
SELECTED ASPECTS OF ITALIAN LAW .................................................................................. 228
TERMS AND CONDITIONS OF THE COVERED BONDS ............................................................ 241
RULES OF THE ORGANISATION OF THE COVERED BONDHOLDERS ..................................... 279
FORM OF FINAL TERMS.......................................................................................................... 304
MAIN FEATURES OF REGISTERED COVERED BONDS (GEDECKTE
NAMENSSCHULDVERSCHREIBUNGEN) .................................................................................... 314
TAXATION .............................................................................................................................. 316
SUBSCRIPTION AND SALE...................................................................................................... 325
GENERAL INFORMATION ....................................................................................................... 330
GLOSSARY.............................................................................................................................. 335

3

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 al reasonable care to ensure that such is the c ase, the
information containted in this Base Prospectus is in accordance with the facts and this Base
Prospectus makes no omission likely to affect the importance of such information.
ISP CB IPOTECARIO S.r.l. accepts responsibility for the information included in this Base
Prospectus in the section headed "Description of the Covered Bond Guarantor" and any other
information contained in this Base Prospectus relating to itself. To the best of the knowledge of the
Issuer, those parts of this Base Prospectus for which ISP CB Ipotecario S.r.l. is responsible are in
accordance with the facts and makes no omission likely to affect the importance of such information.
NOTICE
This Base Prospectus is a base prospectus for the purposes of Article 8 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 shal have the meaning ascribed to them in the section
headed "Glossary of terms", unless otherwise defined in the single section of this Base Prospectus in
which they are used.
The Issuer and, with respect to the information relating to itself only, the Covered Bond Guarantor,
have confirmed to the Dealers (i) that this Base Prospectus contains al 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; (i ) that the information contained herein is accurate in al
material respects and is not misleading; (i i) that any opinions and intentions expressed by it herein
are honestly held and based on reasonable assumptions; (iv) that there are no other facts with respect
to the Issuer, the omission of which would make this Base Prospectus as a whole or any statement
therein or opinions or intentions expressed therein misleading in any material respect; and (v) that all
reasonable enquiries have been made to verify the foregoing.
Third Party Information Certain information and statistics presented in this Base Prospectus
regarding markets and market share of the Issuer or the Group are either derived from, or are based
on, internal data or publicly available data from external sources. In addition, the sources for the
rating information set out in the sections headed "Ratings" of this Base Prospectus are the follow ing
rating agencies: Fitch Ratings Limited, Moody's France S.A.S., S&P Global Ratings Europe Limited
and DBRS Rating GmbH (each as defined below). In respect of information in this Base Prospec tus
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.

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
4

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, suc h
information or representation must not be relied upon as having been authorised by the Issuer, the
Dealers or any party to the Transaction Documents.
Neither the delivery of this Base Prospectus nor any offer or sale made in connection therewith shal ,
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 wel as any Final Terms filed within such 12 months reflect the status as of
their respective dates of issue.
Neither the Dealers, the Arrangers nor any person mentioned in this Base Prospectus, with exception
of the Issuer, the Covered Bond Guarantor and the Asset Monitor (only with respect to the sec tion
"Description of the Asset Monitor"), is responsible for the information contained in this Base
Prospectus, any document incorporated herein by reference, or any supplement thereof, or any Final
Terms or any document incorporated herein by reference, and accordingly, and to the extent
permitted by the laws of any relevant jurisdiction, none of these persons accepts any responsibility
for the accuracy and completeness of the information contained in any of these documents.
Neither the Dealers, nor the Arrangers have separately verified the information contained in this
Base Prospectus. None of the Dealers or the Arrangers makes any representation, express or implied,
or accepts any responsibility, with respect to the accuracy or completeness of any of the information
in this Base Prospectus. Neither this Base Prospectus nor any other financial statements are intended
to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by any of the Issuer, the Covered Bond Guarantor, the Dealers or the Arrangers that
any recipient of this Base Prospectus or any other financial statements should purchase the Covered
Bonds. Each potential purchaser of Covered Bonds should determine for itself the relevance of the
information contained in this Base Prospectus and its purchase of Covered Bonds should be based
upon such investigation as it deems necessary. None of the Dealers or the Arrangers undertakes to
review the financial condition or affairs of the Issuer or the Covered Bond Guarantor during the life
of the arrangements contemplated by this Base Prospectus or to advise any investor or potential
investor in Covered Bonds of any information coming to the attention of any of the Dealers or the
Arrangers.
The distribution of this Base Prospectus, any document incorporated herein by reference and any
Final Terms and the offering, sale and delivery of the Covered Bonds in certain jurisdictions may be
restricted by law. Any persons into possession of this Base Prospectus or any Final Terms come are
required by the Issuer and the Dealers to inform themselves about and to observe any such
restrictions.
For a description of certain restrictions on offers, sales and deliveries of Covered Bonds and on the
distribution of the Base Prospectus or any Final Terms and other offering material relating to the
Covered Bonds, see the section headed "Subscription and Sale" of this Base Prospectus. In
particular, the Covered Bonds have not been and wil 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 sel 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 sel 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. Eac h rec ipient of
5

this Base Prospectus or any Final Terms is required and shal be taken to have made its own
investigation and appraisal of the condition (financial or otherwise) of the Issuer.
The language of this Base Prospectus is English. Where a claim relating to the information contained
in this Base Prospectus is brought before a court in a member State of the European Economic Area
(a Member State), the plaintiff may, under the national legislation of the Member State where the
claim is brought, be required to bear the costs of translating the Base Prospectus before the legal
proceedings are initiated.

This Base Prospectus may only be used for the purpose for which it has been published.
In this Base Prospectus, references to , euro or Euro are to the single currenc y 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 law s and
regulations of Italy; and references to bil ions are to thousands of mil ions.
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 wil 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 desc ribed
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 w ill
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 Se rie s or
Tranche or effect transactions with a view to supporting the market price such Series or
Tranche at a level higher than that which might otherwise prevail for a limited period.
However, there may be no obligation on the Stabilising Manager (or any agent of the
Stabilising Manager) to do this. Any stabilisation action may begin on or after the date on
which adequate public disclosure of the final terms of the offer of the Covered Bonds is made
and, if begun, may be ended at any time, but it must end no later than the e arlier 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 AND UK 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) or in
the United Kingdom (UK). 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
(i ) 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 sel ing the Covered Bonds or otherwise making them available to retail investors in the
EEA or the UK has been prepared and therefore offering or sel ing the Covered Bonds or otherw ise
6

making them available to any retail investor in the EEA or the UK may be unlawful under the
PRIIPs Regulation.
MIFID II product governance / target market The Final Terms in respect of any Covered Bonds
wil 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, sel ing 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 wil 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 respec t of
such Covered Bonds, but otherwise neither the Arranger nor the Dealers nor any of their respec tive
affiliates wil be a manufacturer for the purpose of the MIFID Product Governance Rules.
7

OVERVIEW OF THE PROGRAMME
Covered Bondholders should read the detailed information set out in the section headed "Risk
Factors" which describes known material risks related to, inter alia, the Issuer, the Covered Bonds,
the Covered Bond Guarantee and the underlying assets of the Covered Bond Guarantee and in the
section headed "Selected Aspect of Italian Law" which describes certain aspect of Italian law
relevant to the Portfolio and the transfer of the Portfolio.
Words and expressions defined elsewhere in this Base Prospectus shal have the same meaning in
this overview. An index of certain defined terms is contained at the end of this Base Prospectus.

Structure Diagram
Quotaholders

Intesa
Stichting

Pricew aterhouseCo
Sanpaolo

Viridis 2
opers Adv isory
(60%)

(40%)
S.p.A.

Calculation Agent

True Sale of assets

Intesa Sanpaolo
ISP CB Ipotecario S.r.l.
Intesa Sanpaolo

Originator/Servicer/
Purchase Price
Covered
Bond Guarantor
Asset Hedging
Issuer
Counterparty and

Liability Hedging
Counterparty
Subordinated Loan

Covered Bonds

Deloitte & Touche

Covered Bond Guarantee
S.p.A.
Inv estors

Asset Monitor
KPMG Fides Serv izi

di Amministrazione
S.p.A.

Representative of
Covered
Bondholders

Deutsche Bank

S.p.A.

Paying Agent

Structure Overview
The Programme
Under this Euro 25,000,000,000 Covered Bond Programme (the Programme), the Issuer may from
time to time issue Covered Bonds to one or more of the Dealers indicated on the cover page, and any
additional Dealers appointed from time to time under the Programme by the Issuer, in accordance
with the Dealer Agreement (the Dealers), whose appointment may be for a specific issue or on an
ongoing basis.
The maximum aggregate principal amount of al Covered Bonds outstanding at any time under the
Programme wil not exceed Euro 25,000,000,000 (or its equivalent in other currencies). The Issuer
may, from time to time, increase the amount of the Programme in accordance with the terms of the
Dealer Agreement.
8

The Covered Bonds wil be issued on a continuing basis to one or more of the Dealers.
Covered Bonds may be distributed on a syndicated or non-syndicated basis, in each case only in
accordance with the relevant sel ing restrictions. The method of distribution of each Series or
Tranche wil be stated in the relevant Final Terms.
Covered Bonds wil be issued in Series, but on different terms from each other, and each Series may
comprise one or more Tranches, subject to the terms set out in the relevant Final Terms in respect of
such Series or Tranche.
Status of the Covered Bonds
The Covered Bonds wil constitute direct, unconditional, unsecured and unsubordinated obligations
of the Issuer, guaranteed by the Covered Bond Guarantee and wil rank pari passu without any
preference among themselves, except in respect of maturities of each Series or Tranche, and (save
for any applicable statutory provisions) at least equal y with al other present and future unsecured,
unsubordinated obligations of the Issuer having the same maturity of each Series or Tranche of the
Covered Bonds, from time to time outstanding.
The Covered Bond Guarantee and the Portfolio
In accordance with Law 130, by virtue of the Covered Bond Guarantee, the Covered Bondholders
wil benefit from a guarantee issued by the Covered Bond Guarantor which wil , in turn, hold a
portfolio consisting of some or al of the following assets:
(a)
residential mortgage loans (mutui ipotecari residenziali) that have a loan to value (LTV) that
does not exceed 80 per cent. and for which the hardening period with respect to the
perfection of the relevant mortgage has elapsed;
(b)
commercial mortgage loans (mutui ipotecari commerciali) that have an LTV that does not
exceed 60 per cent. and for which the hardening period with respect to the perfection of the
relevant mortgage has elapsed;
(c)
asset backed securities for which a risk weight not exceeding 20 per cent. is applicable in
accordance with the Bank of Italy's prudential regulations for banks -- standardised
approach -- provided that at least 95 per cent. of the relevant securitised assets are:
(i)
residential mortgage loans that have an LTV that does not exceed 80 per cent. and
for which the hardening period with respect to the perfection of the relevant
mortgage has elapsed;
(i )
commercial mortgage loans that have an LTV that does not exceed 60 per cent. and
for which the hardening period with respect to the perfection of the relevant
mortgage has elapsed;
(d)
securities issued by central governments meeting the requirements of Article 2, Paragraph 1
(c) of the MEF Decree,
provided that the cumulative amount of the assets described under items (b), (c)(i ) and (d) above
may not amount to more than 10 per cent. of the aggregate nominal value of the Portfolio.
In addition, the Portfolio may comprise Integration Assets, having the characteristics described under
the section headed "Description of the Portfolio", subject to the limitations set out in the MEF
Decree.
Under the terms of the Covered Bond Guarantee, if the Issuer defaults in the payment on the due date
(subject to any applicable grace periods) of any monies due and payable under or pursuant to the
Covered Bonds, or if any other Issuer Event of Default occurs, the Covered Bond Guarantor has
agreed (subject to as described below) to pay, or procure to be paid, following service by the
Representative of the Covered Bondholders of a Notice to Pay, unconditional y and irrevocably to
the Covered Bondholders, any amounts due under the Covered Bonds on the Due for Payment Date.
The obligations of the Covered Bond Guarantor under the Covered Bond Guarantee constitute direc t
and (following the occurrence of an Issuer Event of Default, the service of a Notice to Pay on the
Issuer and the Covered Bond Guarantor or, if earlier, the service on the Covered Bond Guarantor of a
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Covered Bond Guarantor Acceleration Notice) unconditional, unsubordinated and limited recourse
obligations of the Covered Bond Guarantor, backed by the Portfolio, as provided under the OBG
Regulations. Payments made by the Covered Bond Guarantor under the Covered Bond Guarantee
wil be made subject to, and in accordance with, the relevant Priority of Payments, as applicable.
Subordinated Loan Agreement
Pursuant to the Subordinated Loan Agreement, the Sel er has granted to the Covered Bond Guarantor
the Subordinated Loan with a maximum amount equal to the Programme Limit, plus any other
amounts necessary to ensure that the Mandatory Tests are met. Under the provisions of such
agreement, upon the relevant disbursement notice being filed by the Covered Bond Guarantor, the
Sel er shal make advances to the Covered Bond Guarantor in amounts equal to the relevant pric e of
the Initial Portfolio and of any Further Portfolio transferred from time to time to the Covered Bond
Guarantor in view of (a) collateralising the issue of further Covered Bonds or (b) carrying out an
integration of the Portfolio, whether through Eligible Assets or through Integration Assets, in order
to cure a breach of the Mandatory Tests and of the other tests provided for in the Portfolio
Administration Agreement.
Amounts owed to the Sel er by the Covered Bond Guarantor under the Subordinated Loan
Agreement wil be subordinated to amounts owed by the Covered Bond Guarantor under the
Covered Bond Guarantee. Any such amounts wil be repaid on each Guarantor Payment Date prior
to the delivery of a Notice to Pay according to the relevant Pre-Issuer Event of Default Principal
Priority of Payments and within the limits of the then Available Funds, provided that such repayment
does not result in a breach of any of the Tests. Following the service of a Notice to Pay, amounts
owed under the Subordinated Loan Agreement shal be repaid within the limits of the Available
Funds, in accordance with the relevant Priority of Payments.
Servicing
Under the terms of the Servicing Agreement (i) the Servicer has agreed to administer and service the
Receivables (with the exception of the Defaulted Receivables classified as in sofferenza) and the
Securities and to carry out the collection activities relating to the Receivables and the Securities, on
behalf of the Covered Bond Guarantor; and (i ) the Special Servicers have agreed to administer and
service the Defaulted Receivables classified as in sofferenza. Under the Servicing Agreement, the
Servicer has agreed to be responsible for verifying that the transaction complies with the law and this
Base Prospectus, in accordance with the requirements of Law 130.
Cashflows
Prior to service of a Notice to Pay on the Covered Bond Guarantor the Covered Bond Guarantor wil :
(a)
apply Interest Available Funds to pay (subject to compliance with the Tests) interest due on
the Subordinated Loan, but only after payment of certain items ranking higher in the Pre-
Issuer Event of Default Interest Priority of Payments (including, but not limited to, payments
due to the Hedging Counterparties); and
(b)
apply Principal Available Funds towards (subject to compliance with the Tests) repaying the
Subordinated Loan, but only after payment of certain items ranking higher in the relevant
Pre-Issuer Event of Default Principal Priority of Payments (including, but not limited to,
payments, if any, due to the Hedging Counterparties).
For further details of the Pre-Issuer Event of Default Interest Priority of Payments and the Pre-Issuer
Event of Default Principal Priority of Payments, see the section headed "General Description of the
Programme" below.
Following service of a Notice to Pay on the Covered Bond Guarantor (but prior to a Covered Bond
Guarantor Event of Default and service of a Covered Bond Guarantor Acceleration Notice on the
Covered Bond Guarantor) the Covered Bond Guarantor wil use al monies to pay the Guaranteed
Amounts in respect of the Covered Bonds when due for payment subject to paying certain higher
ranking obligations of the Covered Bond Guarantor in the Post-Issuer Default Priority of Payments.
In such circumstances, the Sel er wil only be entitled to receive from the Covered Bond Guarantor
payment of interest and repayment of principal under the Subordinated Loan after al amounts due
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