Obligation Intesa Sanpaolo SpA 2.541% ( XS2328260455 ) en EUR

Intesa Sanpaolo SpA

100 % ⇌

Italie

XS2328260455 ( en EUR )

2.541% par an ( paiement annuel )

07/04/2036 - Obligation échue

Prospectus brochure de l'obligation Intesa Sanpaolo S.p.A XS2328260455 en EUR 2.541%, échue

100 000 EUR

50 000 000 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 italienne XS2328260455 émise par Intesa Sanpaolo S.p.A., d'une valeur nominale totale de 50 000 000 EUR et par tranche minimum de 100 000 EUR, avec un taux d'intérêt de 2,541%, échéant le 07/04/2036 et payant des intérêts annuellement, a atteint sa maturité et a été remboursée à 100% de sa valeur nominale en EUR.

BASE PROSPECTUS

INTESA SANPAOLO S.p.A.
(incorporated as a società per azioni in the Republic of Italy)
acting through its Turin head office or its Sydney branch 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. acting through its Turin head office or its Sydney branch (the "Sydney Branch") ("Intesa Sanpaolo" or the "Bank"), Intesa Sanpaolo
Bank Ireland p.l.c. ("INSPIRE") and Intesa Sanpaolo Bank Luxembourg 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: (i) notes in physical form governed by English law (the "English Law Notes in Physical Form"); (ii)
notes in physical form governed by Italian law (the "Italian Law Notes in Physical Form" and, together with the English Law Notes in Physical Form,
the "Notes in Physical Form"); or (iii) notes in dematerialised form governed by Italian law (the "Dematerialised Notes" and, together with the Notes
in Physical Form, the "Notes"). In the case of INSPIRE and Intesa Luxembourg, all notes issued shall be English Law Notes in Physical Form.
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 in Physical
Form" (the "Terms and Conditions of the English Law Notes in Physical Form"), "Terms and Conditions of the Italian Law Notes in Physical Form"
(the "Terms and Conditions of the Italian Law Notes in Physical Form"), or "Terms and Conditions of the Dematerialised Notes" (the "Terms and
Conditions of the Dematerialised Notes", and, together with the Terms and Conditions of the English Law Notes in Physical Form and the Terms and
Conditions of the Italian Law Notes in Physical Form, 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 or Drawdown
Prospectus" below.
The English Law Notes in Physical Form will be constituted by an amended and restated trust deed dated 21 December 2023 (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 in Physical Form, the Terms and Conditions of the Italian Law Notes in Physical Form include summaries of, and are subject to,
the detailed provisions of an agency agreement dated 21 December 2023 (as amended, supplemented and/or restated from time to time, the "Agency
Agreement for the Italian Law Notes in Physical Form"). The Issuer may act as Paying Agent and Calculation Agent for the Dematerialised Notes
and therefore as of the date of this Base Prospectus no agency agreement in relation to the terms and conditions of the Dematerialised Notes is envisaged.
The Issuer is entitled to appoint a different Paying Agent for the Dematerialised Notes in accordance with Condition 14 (Paying Agents) of the Terms
and Conditions of the Dematerialised 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.
Intesa Sanpaolo may offer and sell the Notes to or through one or more underwriters, dealers and agents, including Intesa Sanpaolo, or directly
to purchasers.
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(1) 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 (as amended) ("MiFID II"). Notes with a maturity of less than 12 months that qualify as securities
and money market instruments in accordance with article 17(1) of the Luxembourg law of 16 July 2019 on prospectuses for securities (the "Luxembourg
Prospectus Law") may not be offered or sold to the public within the territory of the Grand Duchy of Luxembourg ("Luxembourg") unless: (i) a
simplified prospectus (prospectus allégé) has been duly approved by the CSSF pursuant to part III of the Luxembourg Prospectus Law; or (ii) the offer
benefits from an exemption to or constitutes a transaction not subject to, the requirement to publish a simplified prospectus under part III of the
Luxembourg Prospectus Law and any additional requirements under part III of the Luxembourg Prospectus Law are complied with. 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 issuers, and such approval should not be considered as an endorsement of the
quality of any Notes that are the subject of this Base Prospectus. 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. Potential investors should make their own assessment as to the suitability of investing in any Notes. This
Base Prospectus is valid for a period of 12 months from the date of approval, and its expiry date is 21 December 2024. For the avoidance of doubt, the
10272263457-v46
- i -
47-41065320

Issuers 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
a relevant Series of Notes will be (1) issued or endorsed by a credit rating agency established in the European Economic Area ("EEA") and registered
under Regulation (EC) No 1060/2009 (as amended) (the "EU CRA Regulation") or by a credit rating agency which is certified under the EU CRA
Regulation and/or (2) issued or endorsed by a credit rating agency established in the UK and registered under Regulation (EC) No 1060/2009 on credit
rating agencies, as it forms part of domestic law of the United Kingdom (the "UK") by virtue of the European Union (Withdrawal) Act 2018 (as amended)
(the "UK CRA Regulation") or by a credit rating agency which is certified under the UK CRA Regulation will be disclosed in the Final Terms. In
general, 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 EU CRA Regulation or (1) the rating is provided by a credit rating agency not established in the EEA
but which 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 or (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 but 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, a list of credit rating
agencies registered and certified in accordance with the UK CRA Regulation.
Interest amounts payable under the Notes may be calculated by reference, inter alia, to EURIBOR, SONIA, SOFR, STR, SARON, CMS or such other
reference rate as specified in the relevant Final Terms. As at the date of this Base Prospectus, the European Money Markets Institute ("EMMI", as
administrator of EURIBOR) is included in ESMA's register of administrators under Article 36 of Regulation (EU) No. 2016/1011 (the "EU Benchmarks
Regulation"). As at the date of this Base Prospectus SARON is provided by SIX Swiss Exchange AG and is endorsed for use in the European Union by
SIX Financial Information Nordic AB. As at the date of this Base Prospectus, SIX Financial Information Nordic AB appears on the register of
administrators and benchmarks established and maintained by ESMA pursuant to the EU Benchmarks Regulation. As at the date of this Base Prospectus,
none of ICE Benchmark Administration (as administrator of CMS), the Federal Reserve Bank of New York (as administrator of the Secured Overnight
Financing Rate ("SOFR")), or the Bank of England (as administrator of the Sterling Overnight Index Average ("SONIA")), or the European Central
Bank (as administrator of STR)) appear on the register of administrators and benchmarks established and maintained by ESMA pursuant to Article 36
of the EU Benchmarks Regulation. As far as the Issuers are aware, (i) the transitional provisions in Article 51 of the EU Benchmarks Regulation apply
to ICE Benchmark Administration, such that this administrator is not currently required to obtain authorisation or registration (or, if located outside the
European Union, recognition, endorsement or equivalence) (ii) the Bank of England and the Federal Reserve of New York do not fall within the scope
of the EU Benchmarks Regulation by virtue of Article 2 of that 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 EU Benchmarks
Regulation. As far as each Issuer is aware, CPI, HICP and RPI do not fall within the scope of the EU 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
Deutsche Bank
IMI Intesa Sanpaolo

Dealers
Barclays
BNP Paribas
BofA Securities
Citigroup
Commerzbank
Crédit Agricole CIB
UBS Investment Bank
HSBC
Goldman Sachs International
J.P Morgan SE
Intesa Sanpaolo S.p.A.
Natixis
Morgan Stanley
Société Générale Corporate & Investment Banking
NatWest Markets

The date of this Base Prospectus is 21 December 2023

10272263457-v46
- ii -
47-41065320

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
relevant Issuer may be responsible to the Investor for the Base Prospectus only if the relevant 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 relevant Issuer. If the
Offeror is not acting in association with the relevant 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 paragraph two 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 RELEVANT 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 RELEVANT 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
10272263457-v46
- iii -
47-41065320

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.
None of the Dealers accepts any responsibility for any social, environmental and sustainability assessment
of any Notes issued as Green Bonds, Social Bonds or Sustainability Bonds or make any representation or
warranty or assurance whether such Notes will meet any investor expectations or requirements regarding
such "green", "sustainable", "social" or similar labels. None of the Dealers is responsible for the use or
allocation of proceeds for any Notes issued as Green Bonds, Social Bonds or Sustainability Bonds, nor the
impact or monitoring of such use of proceeds, nor do any of the Dealers undertake to ensure that there are
at any time sufficient Eligible Loans (as defined in "Use of Proceeds" below) to allow for allocation of a
sum equal to the net proceeds of the issue of such Green Bonds, Social Bonds or Sustainability Bonds in
full.
In addition none of the Dealers is responsible for the Issuers' Green, Social and Sustainability Bond
Framework (as defined in "Use of Proceeds" below) including the assessment of the applicable eligibility
criteria in relation to Green Bonds, Social Bonds or Sustainability Bonds set out therein. The Second Party
Opinion provides an opinion on certain environmental and related considerations and is not intended to
address any credit, market or other aspects of an investment in any Notes, including without limitation
market price, marketability, investor preference or suitability of any security. The Second Party Opinion is
a statement of opinion, not a statement of fact. No representation or assurance is given by the Dealers nor
the relevant Issuer as to the suitability or reliability of the Second Party Opinion or any opinion or
certification of any third party (whether or not solicited by the relevant Issuer) made available in connection
with an issue of Notes issued as Green Bonds, Social Bonds or Sustainability Bonds. As at the date of this
Base Prospectus, the providers of such opinions and certifications are not subject to any specific regulatory
or other regime or oversight.
Any Second Party Opinion and any other such opinion or certification is not, nor should be deemed to be,
a recommendation by the relevant Issuer or the Dealers, or any other person to buy, sell or hold any Notes
and is current only as of the date it is issued. The criteria and/or considerations that formed the basis of the
Second Party Opinion or any such other opinion or certification may change at any time and the Second
Party Opinion may be amended, updated, supplemented, replaced and/or withdrawn. Prospective investors
must determine for themselves the relevance of any such opinion or certification and/or the information
contained therein. The Issuers' Green, Social and Sustainability Bond Framework may also be subject to
review and change and may be amended, updated, supplemented, replaced and/or withdrawn from time to
time and any subsequent version(s) may differ from any description given in this Base Prospectus.
The Issuers' Green, Social and Sustainability Bond Framework, the Second Party Opinion and any other
such opinion or certification does not form part of, nor is incorporated by reference in, this Base Prospectus.
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
10272263457-v46
- iv -
47-41065320

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 limb (ii) below may
apply, any offer of Notes in any Member State of the EEA 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 limb (ii) above 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 completely 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 MiFID II.
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.
10272263457-v46
- v -
47-41065320

Under present Australian law, interest and other amounts paid on the Notes by the relevant Issuer will not
be subject to Australian interest withholding tax if the Notes issued out of a branch or other permanent
establishment of the Issuer in Australia are issued in accordance with certain prescribed conditions set out
in section 128F of the Income Tax Assessment Act 1936 of Australia. One of these conditions is that the
relevant Issuer must not know, or have reasonable grounds to suspect, that a Note, or an interest in a Note,
was being, or would later be, acquired directly or indirectly by an Offshore Associate (as defined in
"Australian Taxation") of the relevant Issuer, other than in the capacity of a dealer, manager, or
underwriter in relation to the placement of the relevant Notes, or a clearing house, custodian, funds manager
or responsible entity of a registered scheme. Accordingly, the Notes must not be acquired by an Offshore
Associate of the relevant Issuer. For these purposes, an Offshore Associate of the relevant Issuer is defined
broadly and may include, but is not limited to, any entity that is directly or indirectly owned or controlled
by the Issuer. Any investor who believes that it may be affiliated with or related to any of the above-
mentioned entities or who otherwise believes it may be an Offshore Associate of the relevant Issuer, should
make appropriate enquiries before investing in any Notes issued by the Issuer acting through its Sydney
Branch.
Citigroup Global Markets Limited is incorporated in the United Kingdom and is authorised in the United
Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the
Financial Conduct Authority and the PRA. Citigroup Global Markets Limited does not hold an Australian
Financial Services Licence and, in providing the services in relation to this transaction, it relies on various
exemptions contained in the Corporations Act 2001 (Commonwealth of Australia) (the "Corporations
Act") and the Corporations Regulations 2001 promulgated under the Corporations Act (together the
"Corporations Laws"). Citigroup Global Markets Limited hereby notifies all relevant persons that all
services contemplated under this document are provided to the Issuer acting through its Sydney Branch by
Citigroup Global Markets Limited from outside of Australia and to the extent necessary, Citigroup Global
Markets Australia Pty Limited (ABN 64 003 114 832 and Australian Financial Services Licence No.
240992) a related body corporate of Citigroup Global Markets Limited within the meaning of the
Corporations Laws, has arranged for Citigroup Global Markets Limited to provide these services to the
Issuer acting through its Syndey Branch.
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 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 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.
IMPORTANT - UK 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 UK 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 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 (ii) a customer within the meaning of the provisions of the Financial Services
and Markets Act, 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement
Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point
(8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
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 selling the Notes or otherwise
making them available to retail investors in the UK has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK
PRIIPs Regulation.
10272263457-v46
- vi -
47-41065320

MiFID II product governance / target market The Final Terms in respect of any Notes may 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.
UK MiFIR product governance / target market - The Final Terms in respect of any Notes may include
a legend entitled "UK MiFIR 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 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 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 UK MiFIR
product governance rules set out in UK MiFIR 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 UK MIFIR Product
Governance Rules.
The Notes of each Tranche may:
· in the case of Notes in Physical Form, initially be represented by a temporary global note
("Temporary Global Note") which (i) in respect of a Temporary Global Note which is not
intended to be issued in new global note form, will be deposited on the issue date thereof with a
common depositary on behalf of Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking
S.A. ("Clearstream Banking") and/or any other agreed clearance system, and (ii) in respect of a
Temporary Global Note which is intended to be issued in new global note form, will be deposited
on the issue date thereof with a common safekeeper for Euroclear and/or Clearstream Banking
and/or any other agreed clearance system. Each Temporary Global Note will be exchangeable, as
specified in the applicable Final Terms, for either a permanent global note ("Permanent Global
Note") or Notes in definitive form, in each case upon certification as to non-US beneficial
ownership as required by U.S. Treasury Regulations. A Permanent Global Note will be
exchangeable, in whole but not in part, for definitive Notes, all as further described below; or
· in the case of Notes in Dematerialised Form, be held in dematerialised form on behalf of the
beneficial owners, until redemption or cancellation thereof, by Monte Titoli S.p.A. with registered
office and principal place of business at Piazza degli Affari 6, 20123 Milan, Italy ("Monte Titoli"),
for the account of the relevant Monte Titoli Account Holders. The expression "Monte Titoli
Account Holders" means any authorised financial intermediary institution entitled to hold
accounts on behalf of their customers with Monte Titoli and includes any depository banks
appointed by Euroclear, as operator of the Euroclear System, and Clearstream Banking. The
Dematerialised Notes have been accepted for clearance by Monte Titoli. The Dematerialised Notes
will at all times be held in book entry form and title to the Dematerialised Notes will be evidenced
by book entries pursuant to the relevant provisions of Italian Legislative Decree dated 24 February
1998, No. 58, as subsequently amended and supplemented (the "Financial Services Act") and in
accordance with the Commissione Nazionale per le società e la Borsa ("CONSOB") and Bank of
Italy Joint Regulation dated 13 August 2018, as subsequently amended and supplemented
("CONSOB and Bank of Italy Joint Regulation"). No physical document of title will be issued
in respect of the Dematerialised Notes. However, the Noteholders may ask the relevant
intermediaries for certification pursuant to Article 83-quinquies and 83-sexies of the Financial
Services Act.
10272263457-v46
- vii -
47-41065320

The information set out in the sections of this Base Prospectus describing clearing arrangements is subject
to any change or reinterpretation of the rules, regulations and procedures of Euroclear, Clearstream Banking
and Monte Titoli (the "Clearing Systems"), in each case as currently in effect. If prospective investors wish
to use the facilities of any of the Clearing Systems, they should confirm the continued applicability of the
rules, regulations and procedures of the relevant Clearing System.
The Issuer will not be responsible or liable for any aspect of the records relating to, or payments made on
account of, book-entry interests held through the facilities of any Clearing System or for maintaining,
supervising or reviewing any records relating to such book-entry interests.
Product Classification pursuant to Section 309B of the Securities and Futures Act 2001 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.
The relevant Issuer will make a determination and provide the appropriate written notification to "relevant
persons" (as defined in section 309A(1) of the SFA) 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.
Third Party Information Certain information and statistics presented in this Base Prospectus regarding
markets and market share of the Issuers 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: Moody's Investors
Service España, S.A., S&P Global Ratings Europe Limited, Fitch Ratings Ireland 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 Issuers confirm 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
Issuers believe that the external sources used are reliable, the Issuers have not independently verified the
information provided by such sources.
STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the
applicable Final Terms may, outside of Australia and on a financial market operated outside of
Australia, 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 Stabilisation Manager(s) (or
person(s) acting on behalf of any Stabilisation 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:
·
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;
·
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
10272263457-v46
- viii -
47-41065320

·
references to "Sanpaolo IMI" are to Sanpaolo IMI S.p.A. in respect of the period prior to 1 January
2007 and references to "Sanpaolo IMI Group" are to Sanpaolo IMI and its subsidiaries in respect
of the same period.
In this Base Prospectus, unless the contrary intention appears, a reference to a law or a provision of a law
is a reference to that law or provision as extended, amended or re-enacted.
10272263457-v46
- ix -
47-41065320

CONTENTS

Page
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................... 1
RISK FACTORS ........................................................................................................................................ 13
INFORMATION INCORPORATED BY REFERENCE .......................................................................... 52
FURTHER PROSPECTUSES AND SUPPLEMENTS ............................................................................. 57
FORMS OF THE NOTES .......................................................................................................................... 58
B. DEMATERIALISED NOTES ............................................................................................................... 63
TERMS AND CONDITIONS OF THE ENGLISH LAW NOTES IN PHYSICAL FORM ..................... 64
TERMS AND CONDITIONS OF THE ITALIAN LAW NOTES IN PHYSICAL FORM .................... 133
TERMS AND CONDITIONS OF THE DEMATERIALISED NOTES.................................................. 196
OVERVIEW OF PROVISIONS RELATING TO THE NOTES IN PHYSICAL FORM WHILE IN
GLOBAL FORM ..................................................................................................................................... 260
FORM OF FINAL TERMS ...................................................................................................................... 262
USE OF PROCEEDS ............................................................................................................................... 287
DESCRIPTION OF INTESA SANPAOLO S.P.A. ................................................................................. 289
REGULATORY SECTION ..................................................................................................................... 330
OVERVIEW OF THE FINANCIAL INFORMATION OF THE INTESA SANPAOLO GROUP ........ 348
INTESA SANPAOLO CONSOLIDATED ANNUAL BALANCE SHEET AS AT 31 DECEMBER 2022
.................................................................................................................................................................. 351
INTESA SANPAOLO CONSOLIDATED ANNUAL BALANCE SHEET AS AT 31 DECEMBER 2022
.................................................................................................................................................................. 352
INTESA SANPAOLO CONSOLIDATED ANNUAL STATEMENT OF INCOME FOR THE YEAR
ENDED 31 DECEMBER 2022 ................................................................................................................ 353
DESCRIPTION OF INTESA SANPAOLO BANK IRELAND P.L.C. ................................................... 357
OVERVIEW OF THE FINANCIAL INFORMATION RELATING TO INTESA SANPAOLO BANK
IRELAND P.L.C. ..................................................................................................................................... 359
INTESA SANPAOLO BANK IRELAND P.L.C. ANNUAL STATEMENTS OF FINANCIAL
POSITION ................................................................................................................................................ 360
INTESA SANPAOLO BANK IRELAND P.L.C. ANNUAL INCOME STATEMENTS ...................... 361
INTESA SANPAOLO BANK IRELAND P.L.C. HALF-YEARLY STATEMENTS OF FINANCIAL
POSITION ................................................................................................................................................ 362
INTESA SANPAOLO BANK IRELAND p.l.c. HALF YEARLY INCOME STATEMENTS .............. 363
DESCRIPTION OF INTESA SANPAOLO BANK LUXEMBOURG S.A ............................................ 364
INTESA SANPAOLO BANK LUXEMBOURG S.A. ANNUAL STATEMENT OF FINANCIAL
POSITION AS AT 31.12.2022 ................................................................................................................ 368
INTESA SANPAOLO BANK LUXEMBOURG S.A. ANNUAL STATEMENT OF FINANCIAL
POSITION AS AT 31.12.2022 ................................................................................................................ 369
INTESA SANPAOLO BANK LUXEMBOURG S.A. ANNUAL STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31.12.2022 ......................... 370
INTESA SANPAOLO BANK LUXEMBOURG S.A. ANNUAL STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31.12.2022 ......................... 371
OVERVIEW OF THE SYDNEY BRANCH ........................................................................................... 372
TAXATION ............................................................................................................................................. 375
PRC REGULATIONS RELATING TO RENMINBI .............................................................................. 406
SUBSCRIPTION AND SALE ................................................................................................................. 407
GENERAL INFORMATION .................................................................................................................. 415
ANNEX 1 FURTHER INFORMATION RELATED TO INFLATION-LINKED NOTES .................... 420
10272263457-v46
- x -
47-41065320