Bond Intesa Sanpaolo 5.875% ( XS2223761813 ) in EUR

Intesa Sanpaolo

100 % ▲

Italy

XS2223761813 ( in EUR )

5.875% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond Intesa Sanpaolo XS2223761813 en EUR 5.875%, maturity Perpetual

250 000 EUR

750 000 000 EUR

BB- ( Non-investment grade speculative )

Ba3 ( Non-investment grade speculative )

01/09/2025 ( In 107 days )

Intesa Sanpaolo is Italy's largest banking group, offering a wide range of financial services including retail, corporate, and investment banking.

The Bond issued by Intesa Sanpaolo ( Italy ) , in EUR, with the ISIN code XS2223761813, pays a coupon of 5.875% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual

The Bond issued by Intesa Sanpaolo ( Italy ) , in EUR, with the ISIN code XS2223761813, was rated Ba3 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by Intesa Sanpaolo ( Italy ) , in EUR, with the ISIN code XS2223761813, was rated BB- ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

PROSPECTUS DATED 28 AUGUST 2020

INTESA SANPAOLO S.P.A.
(incorporated as a società per azioni in the Republic of Italy)
750,000,000 5.500% Additional Tier 1 Notes
750,000,000 5.875% Additional Tier 1 Notes
The 750,000,000 5.500% Additional Tier 1 Notes (the "5.500% Notes") and the 750,000,000 5.875% Additional Tier 1
Notes (the "5.875% Notes", and each of the 5.500% Notes and the 5.875% Notes also referred to as a "Tranche of
Notes" or the "Notes") are issued by Intesa Sanpaolo S.p.A. (the "Issuer"), in each case, in denominations of 250,000
and integral multiples of 1,000 in excess thereof, up to (and including) 499,000. The Issue Price of each Tranche of
Notes is 100 per cent.
Each Tranche of Notes will bear interest at their Outstanding Principal Amount (as defined in Condition 2
(Definitions and Interpretation) of the terms and conditions of the 5.500% Notes (the "5.500% Notes Conditions") and
the terms and conditions of the 5.875% Notes (the "5.875% Conditions" and together with the 5.500% Notes
Conditions, the "Conditions" and, each of them, a "Condition"), on a non-cumulative basis subject to cancellation as
described below, semi-annually in arrear on 1 March and 1 September in each year (each, an "Interest Payment
Date"). The rate of interest of the 5.500% Notes through to (and excluding) 1 March 2028 (the "5.500% Notes First
Reset Date") will be 5.500 per cent. per annum, and will be reset on the 5.500% Notes First Reset Date and on each 5-
year anniversary thereafter (each, a "5.500% Notes Reset Date"). The rate of interest of the 5.875% Notes through to
(and excluding) 1 September 2031 (the "5.875% Notes First Reset Date") will be 5.875 per cent. per annum, and will
be reset on the 5.875% Notes First Reset Date and on each 5-year anniversary thereafter (each, a "5.875% Notes Reset
Date"). Each of the 5.500% Notes First Reset Date and the 5.875% Notes First Reset Date is also referred to as a "First
Reset Date" and each of the 5.500% Notes Reset Date and the 5.875% Notes Reset Date is also referred to as a "Reset
Date".
Interest on each Tranche of Notes will be due and payable only at the sole discretion of the Issuer, and the Issuer
shall have sole and absolute discretion at all times and for any reason to cancel (in whole or in part) for an unlimited
period and on a non-cumulative basis any interest payment that would otherwise be payable on any Interest
Payment Date. In addition, with reference to each Tranche of Notes, the Issuer shall not make an interest payment of
the Notes on any Interest Payment Date (and such interest payment shall therefore be deemed to have been
cancelled and thus shall not be due and payable on such Interest Payment Date) in the circumstances described in
Condition 6.2 (Restriction on interest payments). Any interest cancelled shall not be due and shall not accumulate or be
payable at any time thereafter nor constitute a default for any purpose on the part of the Issuer, and holders of the
Notes shall have no rights thereto whether in a bankruptcy or liquidation of the Issuer or otherwise, or to receive
any additional interest or compensation as a result of such cancellation or deemed cancellation. See further
Condition 6 (Interest Cancellation). Further, following a write-down of the Notes pursuant to Condition 7 (Loss
Absorption Mechanism), holders of the Notes will not have any rights against the Issuer with respect to the repayment
of interest on any principal amount that has been so written down (without prejudice to any rights as to
reinstatement as may be applicable to the Notes); and interest - otherwise due and payable on an Interest Payment
Date - on any principal amount that is to be written down on a date that falls after such Interest Payment Date as a
result of a trigger event that has occurred prior to such Interest Payment Date will also be automatically cancelled,
all as described in Condition 6.5 (Interest Amount in case of Write-Down).
With reference to each Tranche of Notes, if the CET1 Ratio (as defined in Condition 2 (Definitions and
Interpretation)) of the Issuer on either a solo or consolidated basis falls below 5.125%, then the Issuer shall write
down the Outstanding Principal Amount of the Notes, on a pro rata basis with the write-down or conversion of
other Loss Absorbing Instruments (as defined in Condition 2 (Definitions and Interpretation)), as described in
Condition 7.1 (Write-down). Following any write-down of the Notes, the Issuer may, at its sole and absolute
discretion, but subject to a positive Net Income and Consolidated Net Income being recorded, reinstate and write
up the Outstanding Principal Amount of the Notes on a pro rata basis with other Equal Trigger Loss Absorbing
Instruments that have been written down, subject to compliance with the reinstatement limit pursuant to
applicable banking regulations, on the terms and subject to the conditions set out in Condition 7.2
(Reinstatement). See Condition 7 (Loss Absorption Mechanism).
The Notes are perpetual securities and have no fixed maturity date. The Notes shall become immediately due and
payable only in case voluntary or involuntary winding up proceedings are instituted in respect of the Issuer, in
accordance with, as the case may be, (i) a resolution passed at a shareholders' meeting of the Issuer, (ii) any provision
of the By-laws of the Issuer (which, as at 28 August 2020 provide for the duration of the Issuer to expire on 31
December 2100, but if such expiry date is extended, redemption of the Notes will be correspondingly adjusted), or (iii)

any applicable legal provision, or any decision of any judicial or administrative authority, as described in Condition 8

(Redemption and Purchase). The Issuer may, at its option, redeem the Notes in whole, but not in part, on the First Reset
Date and on any Interest Payment Date thereafter at their Outstanding Principal Amount together with any accrued
interest (if any and excluding any interest cancelled in accordance with Condition 6 (Interest Cancellation)) and any
additional amounts due pursuant to Condition 10 (Taxation), as described in Condition 8.2 (Redemption at the option
of the Issuer). In addition, the Issuer may, at its option, redeem the Notes in whole, but not in part, upon occurrence of
a Regulatory Event or, in whole or in part, upon occurrence of a Tax Event (in each case, as defined in the
Conditions) at a redemption price equal to at their Outstanding Principal Amount together with any accrued interest
(if any and excluding any interest cancelled in accordance with Condition 6 (Interest Cancellation)) and any
additional amounts due pursuant to Condition 10 (Taxation), all as described in Conditions 8.3 (Redemption due to a
Regulatory Event) and 8.4 (Redemption for tax reasons).
Each Tranche of Notes are expected, on issue, to be rated "Ba3(hyb)" by Moody's Investors Service, Inc. ("Moody's"),
"BB-" by Standard & Poor's Rating Services, a division of The McGraw Hill Companies Inc., ("S&P"), "B+" by Fitch
Ratings Ltd ("Fitch") and "BB(low)" by DBRS Ratings GmbH ("DBRS Morningstar"). Each of Moody's, S&P, Fitch
and DBRS Morningstar is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as
amended (the "CRA Regulation"). As such, each of them appears on the latest update of the list of registered credit
rating agencies published by the European Securities and Markets Authority on its website (at
http://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. A
rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or
withdrawal at any time by the assigning rating organisation.
An investment in Notes involves certain risks. For a discussion of these risks, see the section entitled "Risk
Factors" on page 7.
This document in respect of the Notes (the "Prospectus") constitutes a prospectus within the meaning of Article
6.3 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the
prospectus to be published when securities are offered to the public or admitted to trading on a regulated market,
and repealing Directive 2003/71/EC (as amended, the "Prospectus Regulation"). This Prospectus will be published in
electronic form together with all documents incorporated by reference on the website of the Luxembourg Stock Exchange
(www.bourse.lu).
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF"), as competent
authority under the Prospectus Regulation, to approve this Prospectus. The CSSF only approves this Prospectus
as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus
Regulation. Such approval should neither be considered as an endorsement of the Issuer nor of the quality of the
securities that are the subject of this Prospectus. Investors should make their own assessment as to the
suitability of investing in the Notes. Application has also been made for the Notes to be admitted to the official list
of the Luxembourg Stock Exchange and to trading on the Professional Segment of its Regulated Market, which is a
regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU ("MiFID II").
This Prospectus will be valid until 28 August 2021 and may in this period be used for admission of the Notes to
trading on a regulated market. In case of a significant new factor, material mistake or material inaccuracy relating to
the information included in this Prospectus which may affect the assessment of the Notes, the Issuer will prepare
and publish a supplement to the Prospectus without delay in accordance with Article 23 of the Prospectus
Regulation. The obligation of the Issuer to supplement this Prospectus in the event of significant new factors,
material mistakes or material inaccuracies does not apply when a prospectus is no longer valid.
The Notes are not intended to be sold and should not be sold to retail clients in the European Economic Area ("EEA")
or in the United Kingdom ("UK"), as defined in the rules set out in MiFID II. Prospective investors are referred to the
section headed "Restrictions on marketing and sales to retail investors" on page 3 of this Prospectus for further information.

Joint Lead Managers
Crédit Agricole CIB
Deutsche Bank
HSBC
IMI Intesa Sanpaolo
J.P. Morgan
Morgan Stanley
UBS Investment Bank

Co-Lead Managers
Banca Akros Gruppo Banco BPM
CaixaBank
DZ Bank AG
Erste Group
KBC Bank

The Issuer accepts responsibility for the information contained in this Prospectus and declares that, to the best of its
knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in
this Prospectus is true and in accordance with the facts and does not omit anything likely to affect the import of such
information.
This Prospectus should be read and construed together with any documents incorporated by reference herein.
No person has been authorised to give any information or to make any representation not contained in, or not consistent
with, this Prospectus or any other document entered into in relation to the Notes 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 any of the Managers (as defined in "Subscription and
Sale" below).
No representation or warranty is made or implied by the Managers or any of their respective affiliates, and none of the
Managers nor 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 Prospectus. Neither the delivery of this Prospectus
nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information
contained in this Prospectus is true subsequent to the date hereof or that there has been no adverse change, or any
event reasonably likely to involve any adverse change, in the condition (financial or otherwise) business or prospects of
the Issuer or of the Intesa Sanpaolo Group (as defined below) since the date hereof or that any other information supplied in
connection with 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 Prospectus may only be used for the purposes for which it has been published. The distribution of this Prospectus and
the offer, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession
this Prospectus (or any part of it) comes are required by the Issuer and the Managers to inform themselves about, and to
observe, any such restrictions. Neither this Prospectus nor any part of it constitutes an offering, or may be used for the
purpose of an offer to sell any of the Notes, or a solicitation of an offering to buy any of the Notes, by anyone in any
jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful. For a
description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of this Prospectus and
other offering material relating to the Notes, see "Subscription and Sale" below. In particular, the Notes have not
been and will not be registered under the United States Securities Act of 1933, as amended, (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 to, or for the benefit of, U.S. persons (as defined in Regulation S under the Securities Act).
This Prospectus does not constitute an offer or an invitation to subscribe for or purchase any Notes and should not be
considered as a recommendation by the Issuer, the Managers or any of them that any recipient of this Prospectus should
subscribe for or purchase any Notes. Each recipient of this Prospectus shall be deemed to have made its own investigation
and appraisal of the condition (financial or otherwise), business and prospects of the Issuer and of the Intesa Sanpaolo
Group.
In this Prospectus, references to "EUR", "euro", "Euro" or "" are to the single currency introduced at the start of the
third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European
Community, as amended. Unless otherwise specified or where the context requires, references to laws and regulations
are to the laws and regulations of Italy.
Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures shown for the
same category set out 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.
2

FORWARD-LOOKING STATEMENTS
This Prospectus includes forward-looking statements. These include statements relating to, among other things, the
future financial performance of the Intesa Sanpaolo Group (as defined in "Certain Definitions" below), plans and
expectations regarding developments in the business, growth and profitability of the Intesa Sanpaolo Group and general
industry and business conditions applicable to the Intesa Sanpaolo Group. The Issuer has based these forward-looking
statements on its current expectations, assumptions, estimates and projections about future events. These forward-
looking statements are subject to a number of risks, uncertainties and assumptions that may cause the actual results,
performance or achievements of the Intesa Sanpaolo Group or those of its industry to be materially different from or
worse than those expressed or implied in these forward-looking statements. The Issuer does not assume any obligation
to update such forward-looking statements and to adapt them to future events or developments except to the extent
required by law.
STABILISATION
In connection with the issue of the Notes, Deutsche Bank Aktiengesellschaft (the "Stabilising Manager") (or
persons acting on behalf of the Stabilising Manager) 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 occur. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any
time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after
the date of the allotment of the Notes. Any stabilisation action or over allotment shall be conducted 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 Prospectus:
(i)
references to "Intesa Sanpaolo" or the "Bank" are to Intesa Sanpaolo S.p.A. in respect of the period since 1
January 2007 and references to the "Group" or 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" or the "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. and references to "Sanpaolo IMI Group" are to
Sanpaolo IMI and its subsidiaries.
RESTRICTIONS ON MARKETING AND SALES TO RETAIL INVESTORS
The Notes discussed in this Prospectus are complex financial instruments and are not a suitable or
appropriate investment for all investors. See also "Risk Factors--Risks related to the Notes". In some
jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to
the offer or sale of securities such as the Notes to retail investors.
In particular, in June 2015, the UK Financial Conduct Authority (the "FCA") published the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took
effect on 1 October 2015 (the "PI Instrument"). In addition: (i) on 1 January 2018, the provisions of
Regulation (EU) No. 1286/2014 on key information documents for packaged and retail and insurance-based
investment products (as amended or superseded, the "PRIIPs Regulation") became directly applicable in all
EEA member states (which for these purposes includes the UK); and (ii) MiFID II was required to be
3

implemented in EEA member states by 3 January 2018. Together, the PI Instrument, the PRIIPs Regulation
and MiFID II are referred to as the "Regulations".
The Regulations set out various obligations in relation to: (i) the manufacture and distribution of financial
instruments; and (ii) the offering, sale and distribution of packaged retail and insurance-based investment
products and certain contingent write down or convertible securities, such as the Notes.
Potential investors in the Notes should inform themselves of, and comply with, any applicable laws,
regulations or regulatory guidance with respect to any resale of the Notes (or any beneficial interests
therein), including the Regulations.
The Managers are required to comply with some or all of the Regulations. By purchasing, or making or
accepting an offer to purchase, any Notes (or a beneficial interest in such Notes) from the Issuer and/or the
Managers, each prospective investor represents, warrants, agrees with and undertakes to the Issuer and each
of the Managers that:
(i)
it is not a retail client in the EEA or the UK (as defined in MiFID II);
(ii)
whether or not it is subject to the Regulations, it will not (a) sell or offer the Notes (or any beneficial
interests therein) to retail clients (as defined in MiFID II) or (b) communicate (including the
distribution of this Prospectus) or approve an invitation or inducement to participate in, acquire or
underwrite the Notes (or any beneficial interests therein) where that invitation or inducement is
addressed to or disseminated in such a way that it is likely to be received by a retail client (as defined
in MiFID II), and in selling or offering the Notes or making or approving communications relating to
the Notes, each prospective investor may not rely on the limited exemptions set out in the PI
Instrument;
(iii) if it is a purchaser in Singapore, it is an accredited investor or an institutional investor as defined in
Section 4A of the Securities and Futures Act (Chapter 289 of Singapore) and it will not sell or offer the
Notes (or any beneficial interest therein) to persons in Singapore other than such accredited investors
or institutional investors;
(iv) if it is a purchaser in Hong Kong, it falls within the category of persons described as "professional
investors" under the Securities and Futures Ordinance (Cap. 571) of Hong King (the "SFO") and any
relevant rules made under the SFO; and
(iv) it will at all times comply with all applicable laws, regulations and regulatory guidance (whether
inside or outside the EEA and the UK) relating to the promotion, offering, distribution and/or sale of
the Notes (or any beneficial interests therein), including (without limitation) MiFID II and any other
applicable laws, regulations and regulatory guidance relating to determining the appropriateness
and/or suitability of an investment in the Notes (or any beneficial interests therein) by investors in
any relevant jurisdiction; and
(v)
it will act as principal in purchasing, making or accepting any offer to purchase any Notes (or any
beneficial interest therein) and not as an agent, employee or representative of any of the Managers.
Each prospective investor further acknowledges that:
(i)
the identified target market for the Notes (for the purpose of the product governance obligations in
MiFID II) is eligible counterparties and professional clients only;
(ii)
all channels for distribution to eligible counterparties and professional clients are appropriate; and
(iii) no key information document under the PRIIPs Regulation has been prepared and therefore offering
or selling the Notes or otherwise making them available to any retail investor may be unlawful under
the PRIIPs Regulation.
4

Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer and/or the
Managers, the foregoing representations, warranties, agreements and undertakings will be given by and be
binding upon both the agent and its underlying client.
PRIIPs Regulation / Prohibition of Sales to EEA and 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 EEA or 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 (11) of Article 4(1) of MiFID II; or (ii) a
customer within the meaning of Directive 2002/92/EC (as amended or superseded), 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 the PRIIPs Regulation for offering or selling the Notes or
otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the EEA or the
UK may be unlawful under the PRIIPs Regulation.
MiFID II product governance / Professional investors and ECPs only target market Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to
eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling
or recommending the Notes (a distributor) should take into consideration the manufacturers' 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 manufacturers' target market
assessment) and determining appropriate distribution channels.
SINGAPORE: SECTION 309B(1)(C) NOTIFICATION
Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore, as
modified or amended from time to time (the "SFA") - In connection with Section 309B of the SFA and the
Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations
2018"), the Issuer has determined the classification of the Notes as prescribed capital markets products (as
defined in the CMP Regulations 2018).
Websites
In this Prospectus, references to websites or uniform resource locators ("URLs") are included for
information purposes only. The contents of any such website or URL shall not form part of, or be deemed
to be incorporated into, this Prospectus unless expressly stated herein.
Benchmarks Regulation
Amounts payable under the Notes are calculated by reference to the 5-year Mid-Swap Rate (as defined in the
"Terms and Conditions of the Notes") which is provided by ICE Benchmark Administration Limited or, in the
limited circumstances referred to in Condition 5.8 (Fallbacks), by reference to EURIBOR which is provided by
the European Money Markets Institute (EMMI). As at the date of this Prospectus, ICE Benchmark
Administration Limited and EMMI are included in the register of administrators maintained by the
European Securities and Markets Authority (ESMA) under Article 36 of the Regulation (EU) No. 2016/1011
(the "Benchmarks Regulation").
5

INDEX
Section
Page
RISK FACTORS ................................................................................................................................................................ 7
GENERAL OVERVIEW ................................................................................................................................................ 34
INFORMATION INCORPORATED BY REFERENCE ............................................................................................. 45
TERMS AND CONDITIONS OF THE 5.500% NOTES ............................................................................................ 49
TERMS AND CONDITIONS OF THE 5.875% NOTES ............................................................................................ 82
OVERVIEW OF PROVISIONS RELATING TO EACH TRANCHE OF NOTES WHILE IN
GLOBAL FORM ...................................................................................................................................................... 115
USE OF PROCEEDS .................................................................................................................................................... 117
DESCRIPTION OF THE ISSUER ............................................................................................................................... 118
REGULATORY SECTION .......................................................................................................................................... 129
TAXATION ................................................................................................................................................................... 130
SUBSCRIPTION AND SALE...................................................................................................................................... 140
GENERAL INFORMATION ...................................................................................................................................... 145

6

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under each Tranche of Notes.
Most of these factors are contingencies which 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. In addition, factors which are material for the purpose of assessing
the market risks associated with the Notes are also described below.
The Issuer believes that the factors described below represent the principal risks inherent to an investment 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 which may not be considered significant risks by the Issuer based on information currently available to
it or which it currently may not be able to anticipate. Accordingly, the Issuer does not represent that the statements
below regarding the risk of holding any Notes are exhaustive.
Prospective investors should also read the detailed information set out elsewhere in this Prospectus and reach their own
views prior to making any investment decision.
Words and expressions defined in the "Terms and Conditions of the 5.500% Notes" and the "Terms and
Conditions of the 5.875% Notes" below or elsewhere have the same meanings when used in this section. References to
a "Condition" is to such numbered condition in the Terms and Conditions of the 5.500% Notes or, as the case may be,
the Terms and Conditions of the 5.875% Notes. Prospective investors should read the entire Prospectus, including the
information incorporated by reference.
Prospective investors are invited to carefully read this chapter on the risk factors before making any investment
decision, in order to understand the risks related to the Intesa Sanpaolo Group and obtain a better appreciation of the
Intesa Sanpaolo Group's abilities to satisfy the obligations related to the relevant Notes. The Issuer deems that the
following risk factors could affect the ability of the same to satisfy its obligations arising from each Tranche of Notes.
RISK FACTORS RELATING TO THE ISSUER
The risks below have been classified into the following categories:
-
Risks relating to the financial situation of Intesa Sanpaolo Group;
-
Risks related to legal proceedings;
-
Risks related to the business sector of Intesa Sanpaolo;
-
Risk related to the development of the banking sector regulation and the changes in the regulation on the
solution of banking crises; and
-
Risks related to the entry into force of new accounting principles and changes to the applicable accounting
principles.
7

Risks related to the financial situation of Intesa Sanpaolo Group
Risk exposure to sovereign debt
As at 30 June 2020, the Group's exposure to securities issued by Italy amounted to approximately 89,545 million
Euros, increased compared to approximately 85,826 million Euros as at 31 December 2019. On the same date, the
Group's investments in sovereign debt securities issued by EU countries corresponded to 125,155 million Euros,
compared to 120,882 billion Euros at the end of 2019.
The market tensions regarding government bonds and their volatility, as well as Italy's rating downgrading or the
forecast that such downgrading may occur, might have negative effects on the assets, the results of operations and/or
financial condition and the prospects of the Bank and the Group.
Intesa Sanpaolo Group's results are and will be exposed to sovereign debtors, in particular to Italy and
certain major European Countries.
As at 30 June 2020, the Group's exposure to securities issued by Italy amounted to approximately 89,545
million Euros, to which should be added approximately 10,005 million Euros represented by loans. On the
same date, the Group's investments in sovereign debt securities issued by EU countries corresponded to
125,155 million Euros, to which should be added approximately 11,774 million Euros represented by loans.
At the end of 2019, the Group's exposure to securities issued by Italy corresponded to approx. 85,826 million
Euros, to which should be added approx. 10,818 million Euros represented by loans. On the same date, the
Group's investments in sovereign debt securities issued by EU countries corresponded to approx. 120,882
million Euros, to which should be added approx. 12,412 million Euros represented by loans.
At the end of 2018, the Group's exposure to securities issued by Italy amounted to approx. 76 billion Euros
(which represented 9.6% of the total assets of the Group), to which were added approx. 12 billion Euros
represented by loans. On the same date, the Group's investments in sovereign debt securities issued by EU
countries amounted to 101 billion Euros (which represented 12.8% of the total assets of the Group), to which
were added approx. 13 billion Euros represented by loans. On the whole, the securities issued by
governments, central banks and other public entities represented approx. 44.4% of the Group's total financial
assets.
The tensions in the market of government bonds and their volatility, in particular with reference to the
spread of the performance of Italian bonds compared to other benchmark government bonds may have
negative effects on the activities and the economic and/or financial situation of the Bank and the Group.
Furthermore, the downgrading of Italy's rating, or the forecast that such downgrading may occur, could
make the markets unstable and have negative impacts on the results of operations and financial condition as
well as prospects of the Bank and the Group.
For further information please refer to Part E (Information on risks and relative hedging policies) of the Notes to
the consolidated financial statements for 2019 (pages 369-504) in the Intesa Sanpaolo Group 2019 Annual
Report, incorporated by reference in this Prospectus.

Risks related to legal proceedings
As at 31 December 2019, there were a total of about 22,000 disputes, other than tax disputes, pending at Group level
(excluding those involving Risanamento S.p.A. and Autostrade Lombarde S.p.A. which are not subject to management
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and coordination by Intesa Sanpaolo) with a total remedy sought of around 5,635 million (amount including all
outstanding disputes, including those with a remote risk) and provisions of 588 million Euros to cover disputes with
likely risk.
As at 30 June 2020 approx. 26,000 disputes were pending against the Group (not including disputes of those
subsidiaries over which Intesa Sanpaolo does not exercise management and control), with overall claims of approx.
5,622 million Euros and provisions for approx. 589 million Euros to cover any "possible" disbursements.
The risk arising from legal proceedings consists of the possibility of the Bank being obliged to pay any sum in case of
unfavourable outcome.
The most common legal disputes are related to invalidity, cancellation, inefficacy actions or compensation
for damages as a consequence of transactions related to the ordinary banking and financial activities carried
out by the Bank.
For further details regarding legal disputes - including the disputes on the marketing of convertible and/or
subordinated shares/bonds issued by Banca Popolare di Vicenza S.p.A. or Veneto Banca S.p.A. (together, the
"Veneto Banks"), which were filed against respectively Banca Nuova and Banca Apulia (both subsequently
merged by incorporation in Intesa Sanpaolo) - please refer to the paragraph headed "Legal Proceedings" in the
section "Description of Intesa Sanpaolo S.p.A." on pages 186 194 of the EMTN Base Prospectus and the
sections headed "Legal Risks" (pages 498-493) and "Tax Litigation" (pages 493-495) in Part E (Information on
risks and relative hedging policies) in the Intesa Sanpaolo Group 2019 Annual Report, all incorporated by
reference in this Prospectus.
Risks related to the business sector of Intesa Sanpaolo
Risks related to the economic/financial crisis and the impact of current uncertainties of the macroeconomic
context
The future development in the macro-economic context may be considered as a risk as it may produce negative effects
and trends in the economic and financial situation of the Bank and/or the Group.
Any negative variations of the factors described hereafter, in particular during periods of economic-financial crisis,
could lead the Bank and/or the Group to suffer losses, increases of financing costs, and reductions of the value of the
assets held, with a potential negative impact on the liquidity of the Bank and/or the Group and its financial soundness.
The trends of the Bank and the Group are affected by the general, national and economic situation of the
Eurozone, the dynamics of financial markets and the soundness and growth prospects of the economy of
other geographic areas in which the Bank and/or the Group operates.
In particular, the profitability capacity and solvency of the Bank and/or the Group are affected by the trends
of certain factors, such as the investors' expectations and trust, the level and volatility of short-term and
long-term interest rates, exchange rates, financial markets liquidity, availability and cost of capital,
sustainability of sovereign debt, household incomes and consumer spending, unemployment levels,
business profitability, inflation and housing prices.
The macro-economic framework is currently characterised by significant profiles of uncertainty, in relation
to: (a) the real economy trends, with respect to the likelihood of recession both at the domestic and global
level and with respect to an escalation of the US tariff war; (b) the future developments of ECB monetary
policies in the Euro area and of the FED in the dollar area; (c) the tensions observed, on a more or less
recurrent basis, on the financial markets; (d) the trust instability among Italian public debt holders, due to
the uncertainty of budgetary policies; (e) the exit of the United Kingdom from the European Union, the
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