Bond Intesa San Paolo 2.375% ( XS2262806933 ) in EUR

Intesa San Paolo

100 % ▲

Italy

XS2262806933 ( in EUR )

2.375% per year ( payment 1 time a year)

22/12/2030

Prospectus brochure of the bond Intesa Sanpaolo XS2262806933 en EUR 2.375%, maturity 22/12/2030

1 000 EUR

600 000 000 EUR

22/12/2025 ( In 48 days )

Intesa Sanpaolo is a leading Italian banking group with a significant international presence, offering a wide range of financial products and services to individuals, businesses, and institutions.

The Bond issued by Intesa San Paolo ( Italy ) , in EUR, with the ISIN code XS2262806933, pays a coupon of 2.375% per year.
The coupons are paid 1 time per year and the Bond maturity is 22/12/2030

PROSPECTUS DATED 18 DECEMBER 2020

Intesa Sanpaolo Vita S.p.A.
(incorporated as a società per azioni in the Republic of Italy)
600,000,000 2.375 per cent. Tier 2 Subordinated Notes due 22 December 2030
The 600,000,000 2.375 per cent. Tier 2 Subordinated Notes due 22 December 2030 (the "Notes")
are issued by Intesa Sanpaolo Vita S.p.A. (the "Issuer"), in denominations of 250,000 and integral
multiples of 1,000 in excess thereof, up to (and including) 499,000. The Issue Price of the Notes
is 99.473 per cent.
The Notes will bear interest at their principal amount, subject to deferral as described below, at
2.375% per annum, payable annually in arrear on 22 December in each year (each, an "Interest
Payment Date"), commencing on 22 December 2021. The Issuer is required to defer accrued
interest on the Notes in the circumstances set out in Condition 5 (Deferral of Interest).
The Notes are scheduled to be redeemed at their principal amount outstanding on 22 December
2030 (the "Maturity Date"), provided that on such date the Conditions to Redemption and
Purchase (as defined in the terms and conditions of the Notes, the "Conditions") are fulfilled. If
this is not the case, redemption of the Notes will be postponed as described in the Conditions. The
Issuer may, at its option, redeem the Notes in whole, but not in part, upon occurrence of a Tax
Event or upon occurrence of a Regulatory Event (in each case, as defined in the Conditions), as
well as in the event at least 80 per cent. of the principal amount upon issuance of the Notes has
been purchased or redeemed by the Issuer, in each case, at their principal amount outstanding
together with any accrued interest (if any and including any interest deferred in accordance with
Condition 5 (Deferral of Interest)) and any additional amounts due pursuant to Condition 8
(Taxation), all as described in Condition 6.2 (Redemption for tax reasons), Condition 6.3 (Redemption
for regulatory reasons) and Condition 6.4 (Clean-Up Call Option).
The Notes are expected, on issue, to be rated "BB" by Fitch Ratings Ireland Limited ("Fitch"). Fitch
is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as
amended (the "CRA Regulation"), and 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 9.
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 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 18 December 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 4 of this Prospectus for further information.

Arranger
IMI - Intesa Sanpaolo

Sole Manager
IMI - Intesa Sanpaolo

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 the Manager
(as defined in "Subscription and Sale" below).
No representation or warranty is made or implied by the Manager or any of its affiliates, and neither the
Manager nor any of its affiliates makes any representation or warranty or accepts any responsibility as to the
accuracy or completeness of the information contained in this 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 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 Manager 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 Manager 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 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.
2

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.
3

FORWARD-LOOKING STATEMENTS
This Prospectus includes forward-looking statements. These include statements relating to, among other
things, the future financial performance of the ISP Vita Group, plans and expectations regarding developments
in the business, growth and profitability of the Group and general industry and business conditions applicable to
the 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
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.
RESTRICTIONS ON MARKETING AND SALES TO RETAIL INVESTORS
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).

4

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.
CERTAIN DEFINITIONS
In this Prospectus, references to:
- "ISP Vita" or the "Issuer" are to Intesa Sanpaolo Vita S.p.A.;
- "Intesa Sanpaolo Vita Insurance Group" or "ISP Vita Group" are to ISP Vita and the
subsidiaries included in its consolidated financial statements in accordance with applicable
accounting principles, as specified in the annex headed "Consolidation Scope" in the Annex to
the notes to the consolidated financial statements of the 2019 Annual Report (page 151) and
of the 2020 Interim Report (page 116), incorporated by reference in this Prospectus;
- "ISP Vita Solvency II Insurance Group" or the "Solvency II Insurance Group" are to ISP
Vita and the companies that from time to time fall within the scope of its Solvency II scope
of consolidation. At the date of this Prospectus, the ISP Vita Solvency II Insurance Group
includes, in addition to ISP Vita and the subsidiaries consolidated within the ISP Vita Group,
Fideuram Vita S.p.A., BancAssurance Popolari S.p.A. and UBI Sicura S.p.A. by virtue of the
deemed existence of "unified management" (direzione unitaria) between ISP Vita, Fideuram
Vita S.p.A., BancAssurance Popolari S.p.A. and UBI Sicura S.p.A. as a result of them being
subject to the management of and supervision by Intesa Sanpaolo in accordance with article
96(2)(a) of Legislative Decree No. 209 of 7 September 2005 (the "Private Insurance Code",
Codice delle Assicurazioni Private);
- "Group" are to the ISP Vita Group and/or, where the context requires, the ISP Vita
Solvency II Insurance Group; and
- "Intesa Sanpaolo Group" are to Intesa Sanpaolo S.p.A. (the Issuer's parent company) and
its consolidated subsidiaries.
PRESENTATION OF FINANCIAL INFORMATION
This Prospectus contains (or incorporates by reference) financial data derived from:
-
the audited consolidated financial statements of the Issuer as at and for the years ended 31
December 2019 and 2018 (the "2019 Annual Report" and the "2018 Annual Report"); and
-
the unaudited interim consolidated financial statements of the Issuer as at and for the six
months ended 30 June 2020 (the "2020 Interim Report"),
which contain financial data relating to the ISP Vita Group. The 2019 Annual Report, the 2018
Annual Report and the 2020 Interim Report have been prepared in compliance with the International
Accounting Standards (IAS) and the International Financial Reporting Standards (IFRS) and,
together with the relevant accompanying notes and the independent auditors' audit reports on the
2019 Annual Report and the 2018 Annual Report and the independent auditors' review report on
the 2020 Interim Report, are incorporated by reference in this Prospectus (each to the extent specified
5

in the cross reference list in "Information Incorporated by Reference" below): see items (1), (2) and (3) of
"Information Incorporated by Reference" below.
In addition, this Prospectus contains (or incorporates by reference) financial data derived from:
-
the press release dated 4 August 2020 announcing approval of the consolidated results of the
Issuer as at and for the six months ended 30 June 2020 and the press release dated 4 November
2020 announcing approval of the consolidated results of the Issuer as at and for the nine
months ended 30 September 2020 (together, the "Press Releases"): see items (4) and (5) of
"Information Incorporated by Reference" below; and
-
the solvency and financial condition report for the years 2019 and 2018 of the ISP Vita Solvency
II Insurance Group (i.e. the Issuer and its consolidated subsidiaries together with companies
that fall within its Solvency II scope of consolidation): see items (6) and (7) of "Information
Incorporated by Reference" below. Parts of such solvency and financial condition reports have
been audited or, as the case may be, reviewed, by the independent auditors of the Issuer, as
set out in the audit and review reports thereon incorporated by reference in the Prospectus.
The Press Releases contain, in addition to financial data of the ISP Vita Group as at and for the six
months ended 30 June 2020 which are derived from the 2020 Interim Report, also certain unaudited
financial data of the ISP Vita Group as well as certain unaudited financial data and solvency ratios
of the ISP Vita Solvency II Insurance Group as a whole as at 30 June 2020 and 30 September 2020.
See further footnote (3) to the Press Releases. These unaudited financial data and solvency ratios
have been derived from the accounting records and Solvency II reporting dataset of the Issuer, the
ISP Vita Group and the Solvency II Insurance Group as at the respective dates and for the respective
periods to which they relate, and (save for the restatements indicated below) prepared on a basis
which are comparable with the consolidated financial information as at 31 December 2018 and 31
December 2019 and consistent with the accounting policies of the Issuer. As specified in such Press
Releases, the income statement and balance sheet figures as at and for the year ended 31 December
2019 included therein for the purposes of comparison have been restated to reflect the acquisition of
Intesa Sanpaolo RBM Salute S.p.A. (formerly RBM Assicurazione Salute S.p.A.).
Investors are cautioned that the consolidation scope of the ISP Vita Group and of the ISP Vita
Solvency II Insurance Group are different, as set out more fully herein under "Certain
definitions" above. Accordingly, the financial information of the ISP Vita Group contained in (or
derived from) items (1) (3) of the Information Incorporated by Reference are not directly
comparable with the financial information of the ISP Vita Solvency II Insurance Group contained
in (or derived from) items (6)-(7) of the Information Incorporated by Reference, as a result of the
different scope of presentation.
Investors are further cautioned that unaudited data have not been subject to any audit procedures
or, save in the case of the unaudited financial data derived from the 2020 Interim Report, review
procedures, by independent auditors and accordingly should not place undue reliance on such
data, which is included herein for information purposes only.
Investors are moreover cautioned that the composition of the ISP Vita Solvency II Insurance
Group has recently changed following completion of the acquisition of UBI Banca by Intesa
Sanpaolo: see further "Description of the Issuer Recent developments".
6

INDUSTRY AND MARKET DATA
Certain information regarding markets, market size, market share, market position, growth rates
and other industry data pertaining to the Issuer's and the Group's business contained in this
Prospectus consists of estimates based on data reports compiled by professional organisations and
analysts, on data from other external sources, and on the Issuer's knowledge of sales and markets.
In many cases, there is no readily available external information (whether from trade associations,
government bodies or other organisations) to validate market-related analyses and estimates,
requiring the Issuer to rely on internally developed estimates. In respect of information in this
Prospectus that has been extracted from a third party, the Issuer confirms that such information has
been accurately reproduced and that, so far as it is aware, and is able to ascertain from information
published by third parties, no facts have been omitted which would render the reproduced
information inaccurate or misleading. Although the Issuer believes that the external sources used
are reliable, the Issuer has not independently verified the information provided by such sources.
7

INDEX
Section
Page
RISK FACTORS.................................................................................................................................... 9
GENERAL OVERVIEW ..................................................................................................................... 27
INFORMATION INCORPORATED BY REFERENCE ..................................................................... 34
TERMS AND CONDITIONS OF THE NOTES ................................................................................. 38
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............ 58
USE OF PROCEEDS........................................................................................................................... 60
DESCRIPTION OF THE ISSUER ....................................................................................................... 61
TAXATION ........................................................................................................................................ 71
SUBSCRIPTION AND SALE ............................................................................................................. 82
GENERAL INFORMATION.............................................................................................................. 87

8

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the 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 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 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 Group and obtain a better appreciation of the Issuer's
abilities to satisfy the obligations related to the Notes.
RISK FACTORS RELATING TO THE ISSUER
The risks below have been classified into the following categories:
1. Risks relating to global macroeconomic conditions and the market generally
2. Market risks; operational and liquidity risks
3. Risks related to reliance on the Intesa Sanpaolo Group
4. Risk relating to the Group's insurance business
5. Legal and regulatory risks
1. RISKS RELATING TO GLOBAL MACROECONOMIC CONDITIONS AND THE MARKET
GENERALLY
The Group's business is subject to global macroeconomic conditions and financial market
environment
The global economy, the condition of financial markets and macroeconomic developments can all
influence the Group's performance. Globally, the financial system has experienced unprecedented
levels of market volatility due to adverse credit and liquidity conditions and disruptions in the
financial markets. Disruption in the global credit markets has created increasingly difficult
conditions in the financial markets. These conditions have affected liquidity and resulted in greater
volatility in global financial markets, and continue to affect the functioning of financial markets and
to impact the global economy. In Europe, despite measures taken by several governments,
international and supranational organisations and monetary authorities to provide financial
assistance to Eurozone countries in economic difficulty and to mitigate the possibility of default by
9