Obligation Intesa Sanpaolo SpA 3.527% ( XS1066740355 ) en EUR

Intesa Sanpaolo SpA

100 % ⇌

Italie

XS1066740355 ( en EUR )

3.527% par an ( paiement annuel )

04/06/2024 - Obligation échue

Prospectus brochure de l'obligation Intesa Sanpaolo S.p.A XS1066740355 en EUR 3.527%, échue

100 000 EUR

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 émise par Intesa Sanpaolo SpA ( Italie ) , en EUR, avec le code ISIN XS1066740355, paye un coupon de 3.527% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 04/06/2024

BANCA POPOLARE DI VICENZA S.c.p.a.
(incorporated as a joint stock cooperative company in the Republic of Italy)
as Issuer
Issue of EUR 100,000,000 Fixed-Floating Rate Notes due 4 June 2024 (the "Notes")
under the 7,000,000,000
Euro Medium Term Note Programme
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority in
Luxembourg to approve this document as a drawdown prospectus (the "Drawdown Prospectus") under the loi relative aux prospectus pour valeurs
mobilières dated 10 July 2005, as amended by the Luxembourg law of 3 July 2012 (the "Luxembourg Prospectus Law") which implements
Directive 2003/71/EC, and amendments thereto (including Directive 2010/73/EU) (the "Prospectus Directive") in Luxembourg. Application has
been made by Banca Popolare di Vicenza S.c.p.a. (the "Issuer") for the Notes 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. The Luxembourg Stock Exchange's regulated market is a regulated
market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC. This Drawdown Prospectus constitutes a prospectus for the
purposes of Article 5.3 of the Prospectus Directive.
The Notes will constitute direct, general, unconditional, unsubordinated and unsecured obligations of the Issuer and rank pari passu without
preference among themselves and at least pari passu with all other present and future unsubordinated and unsecured obligations of the Issuer, (save
for such obligations as may be preferred by provisions of law that are both mandatory and of general application). The Issuer will pay interest on the
Notes from 4 June 2014 (the "Issue Date") annually from (and including) the Issue Date to (but excluding) 4 June 2018 (the "Reset Date") at a rate
of 5.00 per cent. per annum, payable, subject as provided in the Conditions, annually in arrear on 4 June in each year, beginning on 4 June 2015 up to
and including the Reset Date (the "Fixed Rate Interest Period"). For the period from (and including) the Reset Date to (but excluding) 4 June 2024
(the "Maturity Date"), the Issuer will pay interest on the Notes annually at the CMS Reference Rate, payable, subject as provided in the Conditions,
annually in arrear on 4 June in each year following the Reset Date, beginning on 4 June 2019 up to and including the Maturity Date (the "Floating
Rate Interest Period"). Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their Final Redemption Amount on
the Maturity Date, subject as provided in Condition 11 (Payments).
Payments of interest, premium and other income on the Notes are subject in principle to a substitutive tax (referred to as the imposta sostitutiva), in
certain circumstances. Imposta sostitutiva is levied at the rate of 20 per cent. (increased to 26 per cent. with reference to any Interest accrued from 1
July 2014, pursuant to Law Decree No. 66 of 24 April 2014, published in the Official Gazette No. 95 of 24 April 2014). In order to obtain exemption
from the imposta sostitutiva in respect of payments of interest, premium or other income relating to the Notes, each Noteholder not resident in the
Republic of Italy is generally required to certify, inter alia, that such Noteholder is eligible for the exemption. See "Information Incorporated by
Reference Base Prospectus Taxation".
The Notes have been assigned a rating of BB+ by Fitch and BBB (Low) by DBRS. A rating is not a recommendation to buy, sell or hold the Notes
and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. A suspension, reduction or withdrawal of the
rating assigned to the Notes may adversely affect the market price of the Notes. Each of Fitch and DBRS is established in the European Union and
registered under Regulation (EC) No 1060/2009 (as amended by Regulation (EC) No 513/2011) (the "CRA Regulation"). 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
EEA and registered under the CRA Regulation unless (1) the rating is provided by a credit rating agency operating in the EEA before 7 June 2010
which has submitted an application for registration in accordance with the CRA Regulation and such registration has not been refused, or (2) 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 CRA Regulation or (3) the rating is provided by a credit rating agency not established in the EEA which is certified under the CRA
Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any
time by the assigning rating agency.
The CSSF gives no undertaking as to the economic or financial soundness of the transaction or the quality and solvency of the Issuer in line with the
provisions of article 7 (7) of the Luxembourg Prospectus Law.
Investing in the Notes involves certain risks. The principal risk factors that may affect the abilities of the Issuer to fulfil its obligations under the
Notes are discussed under "Risk Factors" beginning on page 1.
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the United States. The Notes are being offered outside the United States in
accordance with Regulation S under the Securities Act ("Regulation S"), and may not be offered, sold, pledged or otherwise transferred in the United
States or to U.S. persons (as defined in Regulation S) except in a transaction that is exempt from the registration requirements of the Securities Act
and in compliance with any applicable state securities laws. In addition, Notes issued in reliance on Regulation S during the 40-day period beginning

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on the date of the completion of the distribution of the Notes will only be issued to a person that is neither a U.S. person nor holding such Notes for
the account or benefit of a U.S. person. Terms in the previous sentence have the meaning given to them in Regulation S.
Manager
Barclays

The date of this Drawdown Prospectus is 30 May 2014.

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IMPORTANT NOTICES
This Drawdown Prospectus is to be read in conjunction with all documents which are deemed
to be incorporated by reference herein (see "Information Incorporated by Reference" below).
Terms used herein and not otherwise defined shall have the same meanings given to them in
the base prospectus dated 18 June 2013 (the "Base Prospectus"), relating to the
7,000,000,000 Euro Medium Term Note Programme of the Issuer, as supplemented by the
supplements dated 31 July 2013, 16 September 2013, 23 December 2013, 13 March 2014, 2
April 2014 and 2 May 2014 (the "Supplements") filed with the CSSF pursuant to Article 11
of the Prospectus Directive.
The Issuer accepts responsibility for the information contained in this document and, to the
best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure
that such is the case), the information contained in this document is in accordance with the
facts and does not omit anything likely to affect the import of such information.
The Issuer confirms to Barclays Bank PLC (the "Manager") that this Drawdown Prospectus
contains all information regarding the Issuer and its Subsidiaries (as defined under the Terms
and Conditions of the Notes) (the "Group") and the Notes which is, in the context of the
issue, offering and sale of the Notes, material; that such information is true and accurate in all
material respects and is not misleading in any material respect; that any opinions, predictions,
expectations or intentions expressed herein are honestly held or made and are not misleading
in any material respect; that there are no other facts in relation to the information contained or
incorporated by reference in this Drawdown Prospectus the omission of which would, in the
context of the issue, offering and sale of the Notes, make any statement therein, or opinions
or intentions expressed therein misleading in any material respect; and that all reasonable
enquiries have been made to verify the foregoing.
No person has been authorised to give any information or to make any representation not
contained in or not consistent with this Drawdown Prospectus or any information supplied by
the Issuer or such other information as is in the public domain and, if given or made, such
information or representation should not be relied upon as having been authorised by the
Issuer or the Manager.
No representation or warranty is made or implied by the Manager or any of its affiliates, and
neither the Manager nor any of its affiliates makes any representation or warranty or accepts
any responsibility as to the accuracy or completeness of the information contained in this
Drawdown Prospectus. Neither the delivery of this Drawdown Prospectus nor the offering,
sale or delivery of the Notes shall, in any circumstances, create any implication that the
information contained in this Drawdown Prospectus is true subsequent to the date hereof or
the date upon which this Drawdown Prospectus has been most recently supplemented or that
there has been no adverse change, or any event reasonably likely to involve any adverse

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change, in the condition (financial or otherwise) of the Group since the date hereof or that
any other information supplied in connection with the issue of the Notes is correct at any time
subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same. This Drawdown Prospectus does not constitute an offer of, or
an invitation by or on behalf of the Issuer or the Manager to subscribe for, or purchase, any
Notes.
This Drawdown Prospectus may only be used for the purposes for which it has been
published. The distribution of this Drawdown Prospectus and the offering, sale and delivery
of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession
this Drawdown Prospectus comes are required by the Issuer and the Manager to inform
themselves about and to observe any such restrictions. For a description of certain restrictions
on offers, sales and deliveries of Notes and on the distribution of this Drawdown Prospectus
and other offering material relating to the Notes, see the section of the Base Prospectus
entitled "Subscription and Sale" (as incorporated by reference herein see "Information
Incorporated by Reference"). In particular, the Notes have not been and will not be registered
under the Securities Act and are subject to U.S. tax law requirements. Subject to certain
exceptions, the Notes may not be offered, sold or delivered within the United States or to
U.S. persons.
This Drawdown Prospectus does not constitute an offer or an invitation to subscribe for or
purchase the Notes and it should not be considered as a recommendation by the Issuer, the
Manager or either of them that any recipient of this Drawdown Prospectus should subscribe
for or purchase the Notes. Each recipient of this Drawdown Prospectus shall be taken to have
made its own investigation and appraisal of the condition (financial or otherwise) of the
Issuer and the Group and to have consulted its own legal, business, accounting and tax
advisers.
In this Drawdown Prospectus, unless otherwise specified or where the context requires
otherwise: references to a "Member State" are references to a Member State of the European
Economic Area (the "EEA"); references to a "Condition" are to the correspondingly
numbered provision set forth in the section entitled "Terms and Conditions of the Notes";
references to "", "EUR" or "euro" are to the currency introduced at the start of the third
stage of European economic and monetary union, and as defined in Article 2 of Council
Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro, as amended; and
references to "billions" are to thousands of millions.
Certain figures included or incorporated by reference in this Drawdown Prospectus have been
subject to rounding adjustments; accordingly, figures shown for the same category presented
in different tables may vary slightly and figures shown as totals in certain tables may not be
an arithmetic aggregation of the figures which precede them.

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CONTENTS

Page
IMPORTANT NOTICES ........................................................................................................ iii
RISK FACTORS ....................................................................................................................... 1
INFORMATION INCORPORATED BY REFERENCE ......................................................... 4
TERMS AND CONDITIONS OF THE NOTES ...................................................................... 7
ISSUE TERMS .......................................................................................................................... 8
ANNEX 1................................................................................................................................. 18
GENERAL INFORMATION .................................................................................................. 19

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations
under the Notes. These factors are contingencies that may or may not occur and the Issuer is
not in a position to express a view on the likelihood of any such contingency occurring.
Factors (although not exhaustive) which the Issuer believes could be material for the purpose
of assessing the market risks associated with the Notes are described below.
The Issuer believes that the factors described below represent the principal risks inherent in
investing in the Notes, but the inability of the Issuer to pay interest, principal or other
amounts on or in connection with the Notes may occur for other reasons and the Issuer does
not represent that the statements below regarding the risks of holding the Notes are
exhaustive. Prospective investors should also read the detailed information set out elsewhere
or incorporated by reference in this Drawdown Prospectus and reach their own views prior
to making any investment decision.
Before making an investment decision with respect to the Notes, prospective investors should
consult their own stockbroker, bank manager, lawyer, accountant or other financial, legal
and tax advisers and carefully review the risks entailed by an investment in the Notes and
consider such an investment decision in the light of the prospective investor's personal
circumstances.
Words and expressions defined in the "Terms and Conditions of the Notes" below or
elsewhere in this Drawdown Prospectus have the same meanings in this section, unless
otherwise stated.
Factors that may affect the Issuer's ability to fulfil its obligations under Notes issued
under the Programme
The risks that may affect the Issuer's ability to fulfil its obligations under the Notes are set out
under the heading "Factors that may affect the Issuer's ability to fulfil its obligations under
Notes issued under the Programme" on pages 5 to 11 in the section entitled "Risk Factors" in
the Base Prospectus, which has been incorporated by reference into this Drawdown
Prospectus.
Risks relating to the market generally
The risks relating to the Notes are set out under the heading "Risks relating to the market
generally" on pages 11 to 12 in the section entitled "Risk Factors" in the Base Prospectus,
which has been incorporated by reference into this Drawdown Prospectus.
Factors which are material for the purpose of assessing the market risks associated with
Notes issued under the Programme

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The risks relating to the Notes are set out under the heading "The Notes may not be a suitable
investment for all investors" on pages 12 to 13 in the section entitled "Risk Factors" in the
Base Prospectus, which has been incorporated by reference into this Drawdown Prospectus.
Risks related to the structure of a particular issue of Notes
Set out below is a description of the risks related to the structure of the Notes:
Redemption for tax reasons
In the event that the Issuer would be obliged to increase the amounts payable in respect of
any Notes due to any withholding or deduction for or on account of, any present or future
taxes, duties, assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or on behalf of Italy or any political subdivision thereof or
any authority therein or thereof having power to tax, the Issuer may redeem all outstanding
Notes in accordance with the Conditions. In such circumstances an investor may not be able
to reinvest the redemption proceeds in a comparable security at an effective interest rate as
high as that of the relevant Notes.
CMS Linked Interest Notes
During the Floating Rate Interest Period, interest on the Notes will be determined by
reference to the CMS Rate (the "Relevant Factor").
Potential investors should be aware that:
(i)
the market price of such Notes may be very volatile;
(ii)
they may receive no interest;
(iii)
the Relevant Factor may be subject to significant fluctuations that may not correlate
with changes in interest rates, currencies or other indices; and
(iv)
the timing of changes in the Relevant Factor may affect the actual yield to investors,
even if the average level is consistent with their expectations. In general, the earlier
the change in the Relevant Factor, the greater the effect on yield.
Fixed/Floating Rate Notes
The interest rate of the Notes will be converted from a fixed rate to a floating rate on the
Reset Date. Such conversion of the interest rate may affect the secondary market and the
market value of the Notes since the spread on the Fixed/Floating Rate Notes may be less
favourable than then prevailing spreads on comparable Floating Rate Notes tied to the same
reference rate. In addition, the new floating rate at any time may be lower than the rates on
other Notes.

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Fixed Rate Notes
During the Fixed Rate Interest Period, the Notes will carry a fixed rate of interest. A holder of
a security with a fixed interest rate is exposed to the risk that the price of such security falls
as a result of changes in the current interest rate on the capital market (the "Market Interest
Rate"), conversely the price of a security with a fixed interest rate may rise as a result of
falling Market Interest Rate. Investors should be aware that movements of the Market Interest
Rate could adversely affect the market price of the Notes and lead to losses for Noteholders if
they sell Notes before the Reset Date.
The value of the Notes may change
Investors in Fixed Rate Notes are exposed to the risk that subsequent changes in interest rates
may adversely affect the value of such Notes. Investors in Floating Rate Notes are exposed to
the risk that subsequent changes in the market can affect the value of the Notes as a result of
the nature of the parameters to which the floating rate interest is linked.
Investors will not be able to calculate in advance their rate of return on Floating Rate Notes
A key difference between Floating Rate Notes and Fixed Rate Notes is that interest income
on Floating Rate Notes cannot be anticipated. Due to varying interest income, investors are
not able to determine a definite yield of Floating Rate Notes at the time they purchase them,
so that their return on investment cannot be compared with that of investments having longer
fixed interest periods. In addition, the Issuer's ability to also issue Fixed Rate Notes may
affect the market value and the secondary market (if any) of the Floating Rate Notes (and
vice versa).
Risks related to the Notes generally
The risks relating to the Notes are set out under the heading "Risks relating to the Notes
generally" on pages 15 to 16 in the section entitled "Risk Factors" in the Base Prospectus,
which has been incorporated by reference into this Drawdown Prospectus.

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INFORMATION INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this
Drawdown Prospectus:
1.
the Base Prospectus;
2.
the Supplements; and
3.
the audited non-consolidated annual financial statements of the Issuer as at and for the
years ended 31 December 2013 and 2012, prepared in accordance with international
accounting standards IAS/IFRS (International Accounting Standards/International
Financial Reporting Standards), together in each case with the accompanying notes
and auditor's reports,
save that any statement contained herein or in a document which is incorporated by reference
herein shall be modified or superseded for the purpose of this Drawdown Prospectus to the
extent that a statement contained in this Drawdown Prospectus or any such document which
is incorporated by reference herein expressly or impliedly modifies or supersedes such earlier
statement.
Any information not listed in the cross reference list but included in the documents
incorporated by reference is given for information purposes only and is not required by the
relevant annexes of the Commission Regulation 809/2004/EC, as amended by Commission
Delegated Regulation (EU) No 486/2012 of 30 March 2012.
The documents incorporated by reference in this Drawdown Prospectus shall not include any
documents which are themselves incorporated by reference in such incorporated documents
("daisy chained" documents). Such daisy chained documents incorporated by reference in
the Base Prospectus, the Supplements or any of the financial statements listed above as being
incorporated by reference in this Drawdown Prospectus shall not form part of this Drawdown
Prospectus. Where only part of the documents listed above have been incorporated by
reference, only information expressly incorporated by reference herein shall form part of this
document and the non-incorporated parts are either not relevant for the investor or covered
elsewhere in this Drawdown Prospectus.
The Issuer will, at the specified offices of the Paying Agent, provide, free of charge, upon
oral or written request, a copy of this Drawdown Prospectus (or any document incorporated
by reference in this Drawdown Prospectus). Written or oral requests for such documents
should be directed to the specified office of any of the Paying Agents or to the specified
office of the Listing Agent in Luxembourg. In addition such documents will be available,
without charge, on the website of the Luxembourg Stock Exchange (www.bourse.lu).

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Cross Reference List

The following information shall be incorporated into, and form part of, this Drawdown
Prospectus:

Base Prospectus
Section incorporated
Page references
Risk Factors:

Factors that may affect the Issuer's ability to 5 to 11
fulfil its obligations under Notes issued under the
Programme

Risks relating to the market generally
11 to 12
Factors which are material for the purpose of 12 to 13
assessing the market risks associated with Notes
issued under the Programme

Risks relating to the Notes generally
15-16
General Description of the Programme
19 to 23
Forms of the Notes
24 to 26
Terms and Conditions of the Notes
27 to 49
Summary of Provisions Relating to the Notes 63 to 65
whilst in Global Form
Description of the Issuer
66 to 103
Consolidated Financial Information
104 to 106
Taxation
107 to 112
Subscription and Sale
113 to 115
General Information
116 to 117

Supplements

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