Obligation Intesa San Paolo 2.95% ( XS2243298069 ) en EUR

Intesa San Paolo

100 % ▲

Italie

XS2243298069 ( en EUR )

2.95% par an ( paiement annuel )

13/10/2030

Prospectus brochure de l'obligation Intesa Sanpaolo XS2243298069 en EUR 2.95%, échéance 13/10/2030

100 000 EUR

300 000 000 EUR

14/10/2026 ( Dans 344 jours )

Intesa Sanpaolo est l'un des principaux groupes bancaires d'Italie, proposant une large gamme de services financiers aux particuliers, aux entreprises et aux institutions.

Intesa Sanpaolo a émis une obligation (XS2243298069) d'un montant total de 300 000 000 EUR, en Italie, avec un taux d'intérêt de 2,95 %, échéant le 13/10/2030, négociée actuellement à 100 %, payable en EUR, avec une taille minimale d'achat de 100 000 EUR et un paiement annuel des intérêts.

BASE PROSPECTUS

INTESA SANPAOLO S.p.A.
(incorporated as a società per azioni in the Republic of Italy)
as Issuer and, in respect of Notes issued by Intesa
Sanpaolo Bank Ireland p.l.c. and Intesa Sanpaolo Bank Luxembourg S.A., as Guarantor (where indicated in the relevant Final Terms)
and
INTESA SANPAOLO BANK IRELAND P.L.C.
(incorporated with limited liability in Ireland under registered number 125216)
as Issuer
and
INTESA SANPAOLO BANK LUXEMBOURG S.A.
(a public limited liability company (société anonyme) incorporated in the Grand Duchy of Luxembourg as a credit institution and registered with the register of trade and
companies of Luxembourg under number B13859)
as Issuer
70,000,000,000
Euro Medium Term Note Programme
Under the 70,000,000,000 Euro Medium Term Note Programme (the "Programme") described in this base prospectus (the "Base Prospectus"), Intesa
Sanpaolo S.p.A. ("Intesa Sanpaolo" or the "Bank"), Intesa Sanpaolo Bank Ireland p.l.c. ("INSPIRE") and Intesa Sanpaolo Bank Luxembourg S.A.
(previously known as Société Européenne de Banque S.A.) ("Intesa Luxembourg") (together, the "Issuers" and, each of them, an "Issuer") may issue
notes ("Notes") on a continuing basis to one or more of the Dealers named on page 1 and any additional Dealer appointed under the Programme from
time to time (each a "Dealer" and together the "Dealers"). References in this Base Prospectus to the "relevant Dealer" shall be, in the case of an issue
of Notes to more than one Dealer, to the lead manager of such issue and, in the case of an issue of Notes to one Dealer, to such Dealer. The Notes issued
by Intesa Sanpaolo may be governed by English law (the "English Law Notes") or by Italian law (the "Italian Law Notes" and together with the English
Law Notes, the "Notes"). In the case of INSPIRE and Intesa Luxembourg, all notes issued shall be English Law Notes.
Pursuant to the Programme, the Issuers may issue Notes denominated in any currency agreed with the relevant Dealer. The minimum denomination of
all Notes issued under the Programme shall be 100,000 and integral multiples of 1,000 in excess thereof (or its equivalent in any other currency as at
the date of issue of the Notes). The aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed
70,000,000,000 (or its equivalent in other currencies calculated as described herein).
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and Conditions of the English Law Notes" (the "Terms
and Conditions of the English Law Notes") or "Terms and Conditions of the Italian Law Notes" (the "Terms and Conditions of the Italian Law
Notes" and, together with the Terms and Conditions of the English Law Notes, the "Conditions") as completed by a document specific to such Tranche
called final terms (the "Final Terms") or in a separate prospectus specific to such Tranche (a "Drawdown Prospectus") as described under "Final Terms
and Drawdown Prospectuses" below.
The English Law Notes will be constituted by an amended and restated trust deed dated 20 December 2019 (as amended, supplemented and/or restated
from time to time, the "Trust Deed") between the Issuers and The Law Debenture Trust Corporation p.l.c. (the "Trustee"). In respect of the Italian Law
Notes, the Terms and Conditions of the Italian Law Notes include summaries of, and are subject to, the detailed provisions of an agency agreement dated
20 December 2019 (as amended, supplemented and/or restated from time to time, the "Agency Agreement for the Italian Law Notes").
The payments of all amounts due in respect of the Notes issued by INSPIRE and Intesa Luxembourg ("Guaranteed Notes") will be unconditionally and
irrevocably guaranteed by Intesa Sanpaolo pursuant to the Trust Deed and the relevant Deed of Guarantee (as defined herein).
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see "Risk Factors" below.
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority
in Luxembourg as a base prospectus under article 8 of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Application has been made for Notes
issued under the Programme during the period of 12 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 the
Markets in Financial Instruments Directive 2014/65/EU. In addition, pursuant to Article 25 of the Prospectus Regulation, the Issuers have requested the
CSSF to issue a certificate of approval of this Base Prospectus, together with a copy of this Base Prospectus, to the Central Bank of Ireland in its capacity
as competent authority in Ireland. Under the Luxembourg law of 16 July 2019, on prospectuses for securities, which applies the Prospectus Regulation
(the "Luxembourg Prospectus Law"), prospectuses relating to money market instruments having a maturity at issue of less than 12 months and
complying also with the definition of securities referred to at Article 2(a) of the Prospectus Regulation are not subject to the approval provisions of Part
II of such law. The CSSF will grant approval on 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 Issuers. As referred to in Article 6(4)
of the Luxembourg Prospectus Law, 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 a
period of 12 months from the date of approval. For the avoidance of doubt, the Issuer shall have no obligation to supplement this Base Prospectus in the
event of significant new factors, material mistakes or material inaccuracies after the end of its 12-month validity period.
The Programme also allows for Notes to be unlisted or to be admitted to listing, trading and/or quotation by such other or further listing authorities, stock
exchanges and/or quotation systems as may be agreed with the relevant Issuer. Notes issued pursuant to the Programme may also be rated or unrated.
Where an issue of Notes is rated, its rating will be specified in the Final Terms. 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. Whether or not each credit rating applied for in relation to
the relevant Series of Notes will be issued by a credit rating agency established in the European Union 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 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 Regulation) unless (1) the rating is
provided by a credit rating agency not established in the EEA but endorsed by a credit rating agency established in the EEA and registered under the
CRA Regulation or (2) the rating is provided by a credit rating agency not established in the EEA 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.
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Interest amounts payable under the Notes may be calculated by reference, inter alia, to EURIBOR, LIBOR or CMS, or such other reference rate as
specified in the relevant Final Terms. As at the date of this Base Prospectus, ICE Benchmark Administration (as administrator of LIBOR and CMS) and
the European Money Markets Institute ("EMMI", as administrator of EURIBOR) are included in the European Securities and Markets Authority's
("ESMA's") register of administrators under Article 36 of Regulation (EU) No. 2016/1011 (the "Benchmarks Regulation").
Amounts payable on Inflation Linked Notes will be calculated by reference to CPI, HICP and RPI (each as defined below). As at the date of this Base
Prospectus, the administrators of CPI, HICP and RPI are not included on ESMA's register of administrators under Article 36 of the Benchmarks
Regulation. As far as the Issuer is aware, CPI, HICP and RPI do not fall within the scope of the Benchmarks Regulation by virtue of Article 2 of that
Regulation. No Notes linked to an underlying index composed by the Issuers or the Group will be issued under this Programme.

Joint Arrangers
Banca IMI
Deutsche Bank

Dealers
Banca IMI
Barclays
BNP PARIBAS
BofA Securities
Citigroup
Commerzbank
Crédit Agricole CIB
Credit Suisse
Deutsche Bank
Goldman Sachs International
HSBC
Intesa Sanpaolo S.p.A.
J.P. Morgan
Morgan Stanley
Natixis
NatWest Markets
Société Générale Corporate & Investment Banking
UBS Investment Bank
The date of this Base Prospectus is 20 December 2019
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IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus for each Issuer for the purposes of Article 8 of the
Prospectus Regulation.
Any person (an "Investor") intending to acquire or acquiring any securities from any person (an "Offeror")
should be aware that, in the context of an offer to the public as defined in the Prospectus Regulation, the
Issuer may be responsible to the Investor for the Base Prospectus only if the Issuer is acting in association
with that Offeror to make the offer to the Investor. Each Investor should therefore verify with the Offeror
whether or not the Offeror is acting in association with the Issuer. If the Offeror is not acting in association
with the Issuer, the Investor should check with the Offeror whether anyone is responsible for the Base
Prospectus for the purposes of Article 11 of the Prospectus Regulation in the context of the offer to the
public, and, if so, who that person is. If the Investor is in any doubt about whether it can rely on the Base
Prospectus and/or who is responsible for its contents it should seek legal advice.
Intesa Sanpaolo, INSPIRE and Intesa Luxembourg accept responsibility for the information contained
herein. To the best of the knowledge of each of Intesa Sanpaolo, INSPIRE and Intesa Luxembourg, having
taken all reasonable care to ensure that such is the case, the information contained in this document is in
accordance with the facts and this document does not omit anything likely to affect the importance of such
information.
The previous paragraph should be read in conjunction with the second paragraph above. Subject to the
provision of each applicable Final Terms, the only persons authorised to use this Base Prospectus in
connection with the issue of any Tranche of Notes are the persons named in the applicable Final Terms as
the relevant Dealer(s).
AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES FROM AN OFFEROR
WILL DO SO, AND OFFERS AND SALES OF THE NOTES TO AN INVESTOR BY AN OFFEROR
WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN
PLACE BETWEEN SUCH OFFEROR AND SUCH INVESTOR INCLUDING AS TO PRICE,
ALLOCATIONS AND SETTLEMENT ARRANGEMENTS. THE ISSUER WILL NOT BE A PARTY
TO ANY SUCH ARRANGEMENTS WITH INVESTORS (OTHER THAN THE DEALERS) IN
CONNECTION WITH THE OFFER OR SALE OF THE NOTES AND, ACCORDINGLY, THIS BASE
PROSPECTUS AND ANY FINAL TERMS WILL NOT CONTAIN SUCH INFORMATION. THE
INVESTOR MUST LOOK TO THE OFFEROR AT THE TIME OF SUCH OFFER FOR THE
PROVISION OF SUCH INFORMATION. THE ISSUER HAS NO RESPONSIBILITY TO AN
INVESTOR IN RESPECT OF SUCH INFORMATION.
This Base Prospectus should be read and construed together with any supplements hereto along with any
other information incorporated by reference herein and, in relation to any Tranche (as defined herein) of
Notes, should be read and construed together with the relevant Final Terms (as defined herein).
Other than in relation to the documents which are deemed to be incorporated by reference (see Information
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.
Intesa Sanpaolo, INSPIRE and Intesa Luxembourg have confirmed to the Dealers that this Base Prospectus
(including for this purpose, each relevant Final Terms) contains all information which is (in the context of
the Programme, the issue, offering and sale of the Notes and the Guarantee 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 or intentions expressed herein are honestly held or made and are not misleading
in any material respect; that this Base Prospectus does not omit to state any material fact necessary to make
such information, opinions, predictions or intentions (in the context of the Programme, the issue, offering
and sale of the Notes and the Guarantee of the Notes) not misleading in any material respect; and that all
proper enquiries have been made to verify the foregoing.
No person has been authorised to disclose any information or to make any representation not contained in
or not consistent with this Base Prospectus or any other document entered into in relation to the Programme
or any information supplied by Intesa Sanpaolo, INSPIRE and Intesa Luxembourg or such other
information as is in the public domain and, if given or made, such information or representation should not
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be relied upon as having been authorised by Intesa Sanpaolo, INSPIRE, Intesa Luxembourg, the Trustee or
any Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and
none of the Dealers or any of their respective affiliates makes any representation or warranty or accepts any
responsibility as to the accuracy or completeness of the information contained in this Base Prospectus.
Neither the delivery of this Base Prospectus nor any Final Terms, nor the offering, sale or delivery of any
Note shall, in any circumstances, create any implication that the information contained in this Base
Prospectus is true subsequent to the date hereof or the date upon which this Base Prospectus has been most
recently amended or supplemented or that there has been no adverse change, or any event reasonably likely
to involve any adverse change, in the condition (financial or otherwise) of Intesa Sanpaolo, INSPIRE, Intesa
Luxembourg and Intesa Sanpaolo's other consolidated subsidiaries (the "Intesa Sanpaolo Group" or the
"Group") since the date hereof or the date upon which this Base Prospectus has been most recently
amended or supplemented or that any other information supplied in connection with the Programme 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.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the
Notes in certain jurisdictions may be restricted by law. Any persons into whose possession of this Base
Prospectus or any Final Terms comes are required by each of Intesa Sanpaolo, INSPIRE, Intesa
Luxembourg 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 Notes and on the distribution of this Base
Prospectus or any Final Terms and other offering material relating to the Notes, see "Subscription and
Sale". In particular, neither the Notes nor the guarantee thereof have been or will be registered under the
United States Securities Act of 1933 (as amended) (the "Securities Act") and are both subject to U.S. tax
law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the
United States or to U.S. persons. Notes may be offered and sold outside the United States in reliance on
Regulation S under the Securities Act ("Regulation S").
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Notes and neither should they be considered as a recommendation by Intesa Sanpaolo,
INSPIRE, Intesa Luxembourg, the Trustee, the Dealers or any of them that any recipient of this Base
Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of this Base
Prospectus or any Final Terms shall be taken to have made its own investigation and appraisal of the
condition (financial or otherwise) of Intesa Sanpaolo, INSPIRE, Intesa Luxembourg and the Intesa
Sanpaolo Group.
The maximum aggregate principal amount of Notes outstanding and guaranteed at any one time under the
Programme will not exceed 70,000,000,000 (and for this purpose, any Notes denominated in another
currency shall be translated into Euro at the date of the agreement to issue such Notes (calculated in
accordance with the provisions of the Dealer Agreement as defined under "Subscription and Sale")). The
maximum aggregate principal amount of Notes which may be outstanding and guaranteed at any one time
under the Programme may be increased from time to time, subject to compliance with the relevant
provisions of the Dealer Agreement.
This Base Prospectus has been prepared on the basis that, except to the extent that sub-paragraph (ii) below
may apply, any offer of Notes in any Member State of the European Economic Area will be made pursuant
to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers
of Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of
Notes which are the subject of an offering contemplated in this Base Prospectus as completed by Final
Terms in relation to the offer of those Notes may only do so (i) in circumstances in which no obligation
arises for the Issuers or any Dealer to publish a prospectus pursuant to Article 3(1) of the Prospectus
Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case,
in relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent authority
in that Relevant Member State or, if applicable, approved in another Relevant Member State and notified
to the competent authority in that Relevant Member State and (in either case) published, all in accordance
with the Prospectus Regulation, provided that any such prospectus has subsequently been completed by
Final Terms which specify that offers may be made other than pursuant to Article 1(4) of the Prospectus
Regulation in that Relevant Member State and such offer is made in the period beginning and ending on
the dates specified for such purpose in such prospectus or final terms, as applicable and the Issuers have
consented in writing to its use for the purpose of such offer. Except to the extent sub-paragraph (ii) above
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may apply, neither the Issuers nor any Dealer have authorised, nor do they authorise, the making of any
offer of Notes in circumstances in which an obligation arises for the relevant Issuer or any Dealer to publish
or supplement a prospectus for such offer.
Renminbi is currently not freely convertible and the conversion of Renminbi through banks outside the
PRC is subject to certain restrictions. Investors should be reminded of the conversion risk with
Renminbi-denominated products. In addition, there is a liquidity risk associated with
Renminbi-denominated products, particularly if such investments do not have an active secondary market
and their prices have large bid/offer spreads. Renminbi-denominated products are denominated and settled
in Renminbi available outside the PRC, which represents a market which is different from that of Renminbi
available in the PRC.
In this Base Prospectus, references to "U.S." or "USD" are to United States dollars, references to "STG" or
"£" are to the lawful currency of the United Kingdom, references to "EUR", "euro", "euros" or "" 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, references to "Renminbi" and "CNY" are to the lawful currency of the People's Republic of
China (excluding the Hong Kong Special Administrative Region of the People's Republic of China, the
Macau Special Administrative Region of the People's Republic of China and Taiwan) (the "PRC") and
references to "S$" are to the lawful currency of Singapore. References to a "regulated market" have the
meaning given to that expression by Article 14 of the Markets in Financial Instruments Directive
2014/65/EU.
Certain figures included in this Base 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.
IMPORTANT EEA RETAIL INVESTORS If the Final Terms (or the Drawdown Prospectus, as the
case may be) in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA Retail
Investors", the Notes are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA").
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the
meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no
key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to
any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MiFID II product governance / target market The Final Terms in respect of any Notes will include a
legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect
of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, selling or recommending the Notes (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 Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MIFID Product Governance Rules.
Product Classification pursuant to Section 309B of the Securities and Futures Act (Chapter 289) of
Singapore, as modified or amended from time to time (the "SFA")
The Final Terms in respect of any Notes may include a legend entitled "Singapore Securities and Futures
Act Product Classification" which will state the product classification of the Notes pursuant to section
309(B)(1) of the SFA.
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The relevant Issuer will make a determination and provide the appropriate written notification to "relevant
persons" in relation to each issue about the classification of the Notes being offered for purposes of section
309B(1)(a) and section 309B(1)(c) of the SFA.
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STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms may over allot Notes or effect transactions with a view to supporting the market price
of the Notes at a level higher than that which might otherwise prevail. However, stabilisation may
not necessarily occur. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may
cease at any time, but it must end no later than the earlier of 30 days after the issue date of the
relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of
Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising
Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all
applicable laws and rules.
CERTAIN DEFINITIONS
Intesa Sanpaolo is the surviving entity from the merger between Banca Intesa S.p.A. and Sanpaolo IMI
S.p.A., which was completed with effect from 1 January 2007. Pursuant to the merger, Sanpaolo IMI S.p.A.
merged by incorporation into Banca Intesa S.p.A. which, upon completion of the merger, changed its name
to Intesa Sanpaolo S.p.A. Accordingly, in this Base Prospectus:
(i)
references to "Intesa Sanpaolo" are to Intesa Sanpaolo S.p.A. in respect of the period since 1
January 2007 and references to the "Intesa Sanpaolo Group" are to Intesa Sanpaolo and its
subsidiaries in respect of the same period;
(ii)
references to "Banca Intesa" or "Intesa" are to Banca Intesa S.p.A. in respect of the period prior
to 1 January 2007 and references to the "Banca Intesa Group" are to Banca Intesa and its
subsidiaries in respect of the same period; and
(iii)
references to "Sanpaolo IMI" are to Sanpaolo IMI S.p.A. in respect of the period from 1 January
2007 and references to "Sanpaolo IMI Group" are to Sanpaolo IMI and its subsidiaries in respect
of the same period.
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CONTENTS

Page
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................... 1
RISK FACTORS ........................................................................................................................................ 11
INFORMATION INCORPORATED BY REFERENCE .......................................................................... 39
FURTHER PROSPECTUSES AND SUPPLEMENTS ............................................................................. 44
FORMS OF THE NOTES .......................................................................................................................... 45
MONTE TITOLI NOTES .......................................................................................................................... 50
TERMS AND CONDITIONS OF THE ENGLISH LAW NOTES ........................................................... 51
TERMS AND CONDITIONS OF THE ITALIAN LAW NOTES .......................................................... 101
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............ 146
FORM OF FINAL TERMS ...................................................................................................................... 148
DESCRIPTION OF INTESA SANPAOLO S.P.A. ................................................................................. 165
REGULATORY SECTION ..................................................................................................................... 195
OVERVIEW OF THE FINANCIAL INFORMATION OF THE INTESA SANPAOLO GROUP ........ 204
DESCRIPTION OF INTESA SANPAOLO BANK IRELAND P.L.C. ................................................... 216
OVERVIEW OF THE FINANCIAL INFORMATION RELATING TO INTESA SANPAOLO BANK
IRELAND P.L.C. ..................................................................................................................................... 218
DESCRIPTION OF INTESA SANPAOLO BANK LUXEMBOURG S.A. ........................................... 223
INTESA SANPAOLO BANK LUXEMBOURG S.A. OVERVIEW OF THE ANNUAL STATEMENT
OF FINANCIAL POSITION AS AT 31.12.2018 .................................................................................... 227
TAXATION ............................................................................................................................................. 235
PRC CURRENCY CONTROLS RELATING TO RENMINBI .............................................................. 261
SUBSCRIPTION AND SALE ................................................................................................................. 263
GENERAL INFORMATION .................................................................................................................. 269
ANNEX 1 FURTHER INFORMATION RELATED TO INFLATION LINKED NOTES .................... 273
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GENERAL DESCRIPTION OF THE PROGRAMME
This section is a general description of the Programme for the purposes of Article 25.1(b) of Commission
Delegated Regulation (EU) 2019/980 (as amended) and must be read as an introduction to this Base
Prospectus. Any decision to invest in the Notes should be based on a consideration of the Base Prospectus
as a whole, including any information incorporated by reference.
Words and expressions defined in "Terms and Conditions of the English Law Notes" and "Terms and
Conditions of the Italian Law Notes" or elsewhere in this Base Prospectus have the same meaning in this
section. Prospective investors should read the whole of this Base Prospectus, including the information
incorporated by reference. Unless otherwise specified, the term "Terms and Conditions" or "Conditions"
shall refer to both the Terms and Conditions of the English Law Notes and the Terms and Conditions of the
Italian Law Notes and any reference to a "Condition" shall be to both a Condition under the Terms and
Conditions of the English Law Notes and a Condition under the Terms and Conditions of the Italian Law
Notes.
Issuers:
Intesa Sanpaolo S.p.A.

Intesa Sanpaolo Bank Ireland p.l.c.

Intesa Sanpaolo Bank Luxembourg S.A., a public limited liability
company (société anonyme), incorporated under the laws of the Grand
Duchy of Luxembourg as a credit institution, having its registered office
at 19-21, boulevard Prince Henri, L-1724 Luxembourg, Grand Duchy of
Luxembourg, and registered with the Register of Trade and Companies of
Luxembourg under number B. 13.859.
Issuers' Legal Entity
Intesa Sanpaolo S.p.A.
2W8N8UU78PMDQKZENC08
Identifier (LEI)
Intesa Sanpaolo Bank Ireland p.l.c. 635400PSMCTBZD9XNS47
Intesa Sanpaolo Bank Luxembourg 549300H62SNDRT0PS319
S.A.

Guarantor:
Intesa Sanpaolo S.p.A. (in respect of Notes issued by INSPIRE and Intesa
Luxembourg).
Joint Arrangers:
Banca IMI S.p.A. ("Banca IMI")

Deutsche Bank AG, London Branch.
Dealers:
Banca IMI S.p.A., Barclays Bank Ireland PLC, Barclays Bank PLC, BNP
Paribas, BofA Securities SA, Citigroup Global Markets Europe AG,
Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft,
Crédit Agricole Corporate and Investment Bank, Credit Suisse Securities
(Europe) Limited, Deutsche Bank AG, London Branch, Goldman Sachs
International, HSBC Bank plc, Intesa Sanpaolo S.p.A., J.P. Morgan
Securities plc, Merrill Lynch International, Morgan Stanley & Co.
International plc, Natixis, Société Générale, NatWest Markets Plc, UBS
AG London Branch, UBS Europe SE and any other Dealer appointed
from time to time by Intesa Sanpaolo, INSPIRE and Intesa Luxembourg
either generally in respect of the Programme or in relation to a particular
Tranche of Notes.
Trustee (for the English
The Law Debenture Trust Corporation p.l.c.
Law Notes):
Registrar and Transfer
Deutsche Bank Luxembourg S.A.
Agent:
Principal Paying Agent:
Deutsche Bank AG, London Branch.
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Luxembourg Listing
Intesa Sanpaolo Bank Luxembourg S.A.
Agent:
Listing, approval and
This document has been approved by the CSSF as a base prospectus.
admission to trading:
Application has also been made for Notes issued under the Programme to
be admitted to trading on the regulated market of the Luxembourg Stock
Exchange and to be listed on the Official List of the Luxembourg Stock
Exchange.

Notes may be listed or admitted to trading, as the case may be, on other
or further stock exchanges or markets agreed between the relevant Issuer
and the Trustee, with notification to the relevant Dealer(s) in relation to
the Series. Notes which are neither listed nor admitted to trading on any
market may also be issued.

Pursuant to Article 25 of the Prospectus Regulation, the CSSF may at the
request of any Issuer, send to the competent authority of another European
Economic Area Member State (i) a copy of this Base Prospectus; and (ii)
a certificate of approval attesting that this Base Prospectus has been drawn
up in accordance with the Prospectus Regulation (an "Attestation
Certificate"). At the date hereof the Issuers have requested the CSSF to
send an Attestation Certificate and copy of this Base Prospectus to the
Central Bank of Ireland in its capacity as competent authority in Ireland.
The CSSF shall notify ESMA about the Attestation Certificate at the same
time as such notification is made to the Central Bank of Ireland.

Notice of the aggregate nominal amount of Notes, interest (if any) payable
in respect of Notes, the issue price of Notes and any other terms and
conditions not contained herein which are applicable to each Tranche of
Notes will be set out in the Final Terms which, with respect to Notes to
be admitted to trading on the Luxembourg Stock Exchange, will be
delivered to the Luxembourg Stock Exchange.

The applicable Final Terms will state whether or not the relevant Notes
are to be listed and/or admitted to trading and, if so, on which stock
exchanges and/or markets.
Clearing Systems:
Euroclear Bank SA/NV ("Euroclear"), Clearstream Banking, S.A.
("Clearstream, Luxembourg"), Monte Titoli S.p.A. ("Monte Titoli")
and/or any other clearing system as may be specified in the relevant Final
Terms.
Initial Programme Amount: Up to 70,000,000,000 (or its equivalent in other currencies) aggregate
principal amount of Notes outstanding and guaranteed (if applicable) at
any one time. The Issuers may increase the amount of the Programme in
accordance with the terms of the Dealer Agreement.
Issuance in Series:
Notes will be issued in Series. Each Series may comprise one or more
Tranches issued on different issue dates. The Notes of each Series will all
be subject to identical terms, except that the issue date, the issue price and
the amount of the first payment of interest may be different in respect of
different Tranches. The Notes of each Tranche will all be subject to
identical terms in all respects save that a Tranche may comprise Notes of
different denominations. See also "Taxation - Italian Taxation - Fungible
issues".
Final Terms or Drawdown Notes issued under the Programme may be issued either (i) pursuant to
Prospectus:
this Base Prospectus and associated Final Terms or (ii) pursuant to a
Drawdown Prospectus. The terms and conditions applicable to any
particular Tranche of Notes are the Terms and Conditions for the English
Law Notes or the Terms and Conditions for the Italian Law Notes as
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