Obligation Intesa Sanpaolo SpA 0% ( IT0005177735 ) en EUR

Intesa Sanpaolo SpA

100 % ⇌

Italie

IT0005177735 ( en EUR )

06/10/2018 - Obligation échue

Prospectus brochure de l'obligation INTESA SANPAOLO S.P.A IT0005177735 en EUR 0%, échue

100 000 EUR

1 100 000 000 EUR

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 de type zéro-coupon IT0005177735, émise par INTESA SANPAOLO S.P.A., une institution bancaire majeure basée en Italie, représentait une émission d'un montant total de 1,1 milliard d'euros, libellée en EUR et originaire d'Italie, avec une taille minimale d'achat de 100 000 euros, caractérisée par un taux d'intérêt de 0% et une fréquence de paiement de 1, et a été intégralement remboursée à 100% de son prix sur le marché lors de son arrivée à maturité le 6 octobre 2018.

BASE PROSPECTUS DATED 22 DECEMBER 2021

Intesa Sanpaolo S.p.A.
(incorporated as a joint stock company under the laws of the Republic of Italy)
Euro 20,000,000,000 Covered Bond (Obbligazioni Bancarie Garantite) Programme
unsecured and unconditionally and irrevocably guaranteed as to payments of interest and principal by
ISP CB Pubblico S.r.l.
(incorporated as a limited liability company under the laws of the Republic of Italy)
The Euro 20,000,000,000 Covered Bond (Obbligazioni Bancarie Garantite) Programme (the Programme)
described in this base prospectus (the Base Prospectus) has been established by Intesa Sanpaolo S.p.A. (in
its capacity as issuer of the Covered Bonds, as herein defined below, Intesa Sanpaolo, the Bank or the
Issuer) for the issuance of obbligazioni bancarie garantite (Covered Bonds which term includes, for
avoidance of doubt the Registered Covered Bonds as defined below) guaranteed by ISP CB Pubblico S.r.l.
pursuant to Article 7-bis of Law no. 130 of 30 April 1999 (as subsequently amended, the 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 Part III, Chapter
3, of the circular no. 285 of 17 December 2013, containing the "Disposizioni di vigilanza per le banche" as
further implemented and amended (the BoI OBG Regulations).
ISP CB Pubblico S.r.l. (the Covered Bonds 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 Bonds Guarantee), in accordance
with the provisions of Law 130 and of the MEF Decree. The obligation of payment under the Covered Bonds
Guarantee shal be limited recourse to the Portfolio and the Available Funds (as defined herein).
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the
CSSF), which is the competent authority under Regulation EU 2017/1129 (the Prospectus Regulation) in
the Grand Duchy of Luxembourg, as a base prospectus for the purpose of article 8 of the Prospectus
Regulation.
The CSSF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility
and consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be considered as
an endorsement of the Issuer or the Guarantor or the quality of the Covered Bonds that are subject to this
Base Prospectus. Potential investors should make their own assessment as to the suitability of investing in
Covered Bonds.
Capitalised terms used in this Base Prospectus shal have the meaning ascribed to them in the "Glossary"
included herein, unless otherwise defined in the single section of this Base Prospectus in which they are used.
Where Covered Bonds (other than Registered Covered Bonds) issued under the Programme are admitted to
trading on a regulated market within the European Economic Area or offered to the public in a Member State
of the European Economic Area in circumstances which require the publication of a prospectus under the
Prospectus Regulation, such Covered Bonds wil not have a denomination of less than Euro 100,000 (or,
1

where the Covered Bonds are issued in a currency other than Euro, the equivalent amount in such other
currency).
Under the Programme, the Issuer may issue Covered Bonds denominated in any currencies, including Euro,
US Dollar, Japanese Yen, Swiss Franc and UK Sterling. Interest on the Covered Bonds shal accrue monthly,
quarterly, semi-annual y, annual y or on such other basis as specified in the relevant Final Terms (as defined
in the "Terms and Conditions of the Covered Bonds" below), in arrear 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 wil 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 CSSF and 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) 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. In
addition, the Issuer and each Relevant Dealer (as defined in the "Terms and Conditions of the Covered
Bonds") named under "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.
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 the date of approval in relation to Covered Bonds
(until 22 December 2022) which are to be admitted to trading on a regulated market in the European
Economic Area (the EEA). The obligation to supplement this Base Prospectus in th e event of a
significant new factor, material mistake or material inaccuracy does not apply when this Base
Prospectus is no longer valid.
Covered bonds may be issued in dematerialised form or in registered form also as German governed
registered covered bonds (Gedeckte Namensschuldverschreibung) (the Registered Covered Bonds). The
terms and conditions of the Registered Covered Bonds (the Registered Covered Bond Conditions), which
wil differ from the terms and conditions set out in the section headed Terms and Conditions of the Covered
Bonds, wil specify the minimum denomination for Registered Covered Bonds, which might not be listed.
This Base Prospectus does not relate to the Registered Covered Bonds, which may be issued by the Issuer
under the Programme pursuant to either separate documentation or the documents described in this Base
Prospectus after having made the necessary amendments. The approval of this Base Prospectus by the
CSSF does not cover any Registered Covered Bonds which may be issued by the Issuer under the
Programme.
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) are included in the register of
administrators and benchmarks established and maintained by the European Securities and Markets Authority
pursuant to article 36 of Regulation (EU) 2016/1011 (the EU Benchmarks Regulation). The Covered Bonds
issued in dematerialised form to be issued on or after the date hereof wil be held on behalf of their ultimate
owners, until redemption or cancel ation 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. as operator of the Euroclear
Bank S.A./N.V., 1 Boulevard du Roi Albert II, B-1210 Bruxel es (Euroclear) and Clearstream Banking,
2

société anonyme, 42 Avenue JF Kennedy, 1855, Luxembourg (Clearstream). Each Series of Covered Bonds
issued in dematerialised form is and wil be deposited with Monte Titoli on the relevant Issue Date (as defined
in the "Terms and Conditions of the Covered Bonds" below). Monte Titoli shal act as depositary for
Clearstream and Euroclear. The Covered Bonds wil at al times be held in book entry form and title to the
Covered Bonds wil be evidenced by book entries in accordance with the provisions of Italian Legislative
Decree no. 58 of 24 February 1998 (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 2018and 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 is and wil be issued in respect of the Covered Bonds.
Before the Maturity Date the Covered Bonds wil 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 may, upon the relevant issue, be assigned a rating as specified in the relevant Final Terms by
Moody's France S.A.S. (Moody's or the Rating Agency) and/or any other rating agency which may be
appointed from time to time by the Issuer in relation to any issuance of Covered Bonds or for the remaining
duration of the Programme, to the extent that any of them at the relevant time provides ratings in respect of
any series of Covered Bonds. Conditions precedent to the issuance of any Series include that the 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 wil be (1) issued or endorsed by a
credit rating agency established in the EEAand registered under Regulation (EC) No. 1060/2009 (as amended,
the EU CRA Regulation) or by a credit rating agency which is certified under the EU CRA Regulation and/or
(2) issued or endorsed by a credit rating agency established in the UK and registered under Regulation (EU)
No. 1060/2009 on credit rating agencies, as it forms part of domestic law of the United Kingdom by virtue of
the European Union (Withdrawal) Act 2018 (the UK CRA Regulation) or by a credit rating agency which
is certified under the UK CRA Regulation wil 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 (or is endorsed and
published or distributed by subscription by such a credit rating agency in accordance with 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 entitled "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.
3

Arranger and Dealer
IMI Intesa Sanpaolo
The date of this Base Prospectus is 22 December 2021.
4

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 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.
The Covered Bonds Guarantor accepts responsibility for the information included in this Base Prospectus in
the section headed "Description of the Covered Bonds Guarantor" and any other information contained in
this Base Prospectus relating to itself. To the best of the knowledge of the Covered Bonds Guarantor those
parts of this Base Prospectus for which the Covered Bonds Guarantor 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 Bonds 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 section "Documents incorporated by reference") and in
relation to any Series of Covered Bonds, with the combination of the Base Prospectus and the relevant Final
Terms.
Other than in relation to the documents which are deemed to be incorporated by reference (see Documents
Incorporated by Reference), the information on the websites to which this Base Prospectus refers does not
form part of this Base Prospectus and has not been scrutinised or approved by the CSSF.
Capitalised terms used in this Base Prospectus shall have the meaning ascribed to them in the section
headed "Glossary", unless otherwise defined in the single section of this Base Prospectus in which they
are used.
The Issuer and, with respect to the information relating to itself only, the Covered Bond Guarantor, have
confirmed to the Dealer (as defined herein) 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; that the information contained herein is accurate in al material respects and is
not misleading; that any opinions and intentions expressed by it herein are honestly held and based on
reasonable assumptions; 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 that al reasonable enquiries have been made to verify the foregoing.
Third Party Information Certain information and statistics presented in this Base Prospectus regarding
markets and market share of the Issuer or the Group are either derived from, or are based on, internal data or
publicly available data from external sources. In addition, the sources for the rating information set out in the
sections headed "Ratings" of this Base Prospectus are the following rating agencies: Fitch Ratings 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 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.
No person is or has been authorised by the Issuer or the Covered Bonds Guarantor to disclose any information
or to make any representation which is not contained in or not consistent with this Base Prospectus or any
5

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 or any party to the Transaction Documents
(as defined in the Conditions).
This Base Prospectus is valid for twelve months following its date of approval and it and any supplement
hereto as wel as any Final Terms filed within these twelve months reflects the status as of their respective
dates of issue. The offering, sale or delivery of any Covered Bonds may not be taken as an implication that
the information contained in such documents is accurate and complete subsequent to their respective dates of
issue or that there has been no adverse change in the financial condition of the Issuer since such date or that
any other information supplied in connection with the Programme is accurate at any time subsequent to the
date on which it is supplied or, if different, the date indicated in the document containing the same.
The Issuer has undertaken with the Dealer to supplement this Base Prospectus or publish a new Base
Prospectus if and when the information herein should become material y inaccurate or incomplete and has
further agreed with the Dealer to furnish a supplement to the Base Prospectus in the event of any significant
new factor, material mistake or material inaccuracy relating to the information included in this Base
Prospectus which is capable of affecting the assessment of the Covered Bonds and which arises or is noted
between the time when this Base Prospectus has been approved and the final closing of any Series or Tranche
of Covered Bonds offered to the public or, as the case may be, when trading of any Series or Tranche of
Covered Bonds on a regulated market begins, in respect of Covered Bonds issued on the basis of this Base
Prospectus.
Neither the Arranger nor the Dealer nor any person mentioned in this Base Prospectus, with exception of the
Issuer, the Covered Bonds 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, nor the Arranger have separately verified the information contained in this Base
Prospectus. None of the Dealer or the Arranger 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
Bonds Guarantor, the Arranger or the Dealer 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 or the Arranger
undertakes to review the financial condition or affairs of the Issuer, the Covered Bonds Guarantor during the
life of the arrangements contemplated by this Base Prospectus nor to advise any investor or potential investor
in Covered Bonds of any information coming to the attention of any of the Dealer or the Arranger.
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 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.
6

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
an offer, 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. Each recipient of 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 and the Guarantor.
The language of the 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.
This Base Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is
unlawful to make such an offer or solicitation.
In this Base Prospectus, references to or euro or Euro are to the single currency introduced at the start of
the Third Stage of European Economic and Monetary Union pursuant to the Treaty establishing 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; reference to Japanese Yen is to
the currency of Japan; reference to Swiss Franc or CHF are to the currency of the Swiss Confederation;
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 mil ions.
Certain monetary amounts and currency conversions 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 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 Arranger is acting for the Issuer and no one else in connection with the Programme and wil not be
responsible to any person other than the Issuer for providing the protection afforded to clients of the Arranger
or for providing advice in relation to the issue of the Covered Bonds.
In connection with the issue of any Series under the Programme, the Dealer or the Dealers (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 effect transactions
with a view to supporting the market price such Series at a level higher than that which might otherwise
prevail for a limited period. However, there may be no obligation on the Stabilising Manager (or any
agent of the Stabilising Manager) to do this. Any stabilisation action may begin on or after the date on
which adequate public disclosure of the final terms of the offer of the Covered Bonds is made and, if
begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue
date of the relevant Series and 60 days after the date of the allotment of any such Series. Such stabilising
shall be in compliance with all applicable laws, regulations and rules.
IMPORTANT EEA RETAIL INVESTORS  If the Final Terms in respect of any Cover Bonds include
a legend entitled Prohibition of Sales to EEA and UK Retail Investors, the Covered Bonds are not intended
7

to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available
to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (MiFID II); or (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 has been prepared and therefore offering or sel ing the Covered Bonds or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
IMPORTANT UK RETAIL INVESTORS  If the Final Terms in respect of any Cover Bonds includes
a legend entitled Prohibition of Sales to UK Retail Investors, the Cover Bonds are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any 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; or (i ) 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 European Union (Withdrawal) Act 2018. Consequently no key information
document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the UK PRIIPs Regulation) for offering or sel ing the Cover Bonds
or otherwise making them available to retail investors in the UK has been prepared and therefore offering or
sel ing the Cover Bonds or otherwise making them available to any retail investor in the UK may be unlawful
under the UK PRIIPs Regulation.
MIFID II product governance / target market The Final Terms in respect of any Covered Bonds 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 respect of such Covered Bonds, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates wil 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 Cover Bonds wil
include a legend entitled UK MiFIR Product Governance which wil outline the target market assessment in
respect of the Cover Bonds and which channels for distribution of the Cover Bonds are appropriate. Any
person subsequently offering, sel ing or recommending the Cover Bonds (a "distributor") should take into
consideration the target market assessment; however, a distributor subject to the UK MiFIR product
governance rules set out in the FCA Handbook Product Intervention and Product Governance Sourcebook
(the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment
in respect of the Cover Bonds (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.
A determination wil be made in relation to each issue about whether, for the purpose of the UK MiFIR
product governance rules set out in UK MiFIR Product Governance Rules, any Dealer subscribing for any
Cover Bonds is a manufacturer in respect of such Cover Bonds, but otherwise neither the Arrangers nor the
Dealers nor any of their respective affiliates wil be a manufacturer for the purpose of the UK MIFIR Product
Governance Rules.
8

TABLE OF CONTENTS
General Description of the Programme............................................................................................10
Risk Factors ................................................................................................................................50
Documents Incorporated by Reference ............................................................................................77
Supplement to the Base Prospectus .................................................................................................84
Description of the Issuer ...............................................................................................................85
Regulatory Section..................................................................................................................... 137
Description of the Covered Bonds Guarantor ................................................................................. 159
Description of the Asset Monitor.................................................................................................. 165
Description of the Portfolio ......................................................................................................... 166
Collection and Recovery Procedures ............................................................................................. 169
Credit Structure ......................................................................................................................... 189
Accounts and Cash Flows ........................................................................................................... 199
Cash Flows ............................................................................................................................... 205
Use of Proceeds ......................................................................................................................... 210
Description of the Transaction Documents..................................................................................... 211
Selected Aspects of Italian Law ................................................................................................... 229
Terms and Conditions of the Covered Bonds.................................................................................. 238
Form of Final Terms .................................................................................................................. 306
Responsibility for Third Party Information..................................................................................... 314
Taxation in the Republic of Italy .................................................................................................. 326
Subscription and Sale ................................................................................................................. 335
General Information ................................................................................................................... 341
Glossary ................................................................................................................................... 347

9

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

Q u
ot
ah olders

Intesa
Calculation Agent
Intesa
Sanpaolo

(Banca Finanziaria
Sanpaolo
(40%)
Internazionale S.p.A.)
(60%)
True Sale of Assets

Intesa Sanpaolo

TBG1 and TBG2
Originator/Servicer/
Purchase Price

Hedging Counterparty

Issuer
IS
Co P CB Pubblico S.r.l.
and CB Hedging
vered Bond Guarantor

Subordinated Loan
Counterparty
(Intesa Sanpaolo
Covered Bonds

S.p.A.)

Investors

Asset Monitor
(BDO Italia S.p.A)

Representative of
Covered Bond
Guarantee

Covered Bondholders
(Banca Finanziaria
Internazionale S.p.A.)

Paying Agent
(Deutsche Bank S.p.a.)

10