Bond Intesa San Paolo 0% ( XS2306056453 ) in EUR

Intesa San Paolo

100 % ⇌

Italy

XS2306056453 ( in EUR )

24/02/2028

Prospectus brochure of the bond Intesa Sanpaolo XS2306056453 en EUR 0%, maturity 24/02/2028

100 000 EUR

150 000 000 EUR

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 XS2306056453, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 24/02/2028

BASE PROSPECTUS

INTESA SANPAOLO S.p.A.
(incorporated as a società per azioni in the Republic of Italy)
as Issuer and, in respect of Notes issued by Intesa
Sanpaolo Bank Ireland p.l.c. and Intesa Sanpaolo Bank Luxembourg S.A., as Guarantor (where indicated in the relevant Final Terms)
and
INTESA SANPAOLO BANK IRELAND P.L.C.
(incorporated with limited liability in Ireland under registered number 125216)
as Issuer
and
INTESA SANPAOLO BANK LUXEMBOURG S.A.
(a public limited liability company (société anonyme) incorporated in the Grand Duchy of Luxembourg as a credit institution and registered with the register of trade and
companies of Luxembourg under number B13859)
as Issuer
70,000,000,000
Euro Medium Term Note Programme
Under the 70,000,000,000 Euro Medium Term Note Programme (the "Programme") described in this base prospectus (the "Base Prospectus"), Intesa
Sanpaolo S.p.A. ("Intesa Sanpaolo" or the "Bank"), Intesa Sanpaolo Bank Ireland p.l.c. ("INSPIRE") and Intesa Sanpaolo Bank Luxembourg S.A.
("Intesa Luxembourg") (together, the "Issuers" and, each of them, an "Issuer") may issue notes ("Notes") on a continuing basis to one or more of the
Dealers named on page 1 and any additional Dealer appointed under the Programme from time to time (each a "Dealer" and together the "Dealers").
References in this Base Prospectus to the "relevant Dealer" shall be, in the case of an issue of Notes to more than one Dealer, to the lead manager of
such issue and, in the case of an issue of Notes to one Dealer, to such Dealer. The Notes issued by Intesa Sanpaolo may be governed by English law (the
"English Law Notes") or by Italian law (the "Italian Law Notes" and together with the English Law Notes, the "Notes"). In the case of INSPIRE and
Intesa Luxembourg, all notes issued shall be English Law Notes.
Pursuant to the Programme, the Issuers may issue Notes denominated in any currency agreed with the relevant Dealer. The minimum denomination of
all Notes issued under the Programme shall be 100,000 and integral multiples of 1,000 in excess thereof (or its equivalent in any other currency as at
the date of issue of the Notes). The aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed
70,000,000,000 (or its equivalent in other currencies calculated as described herein).
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and Conditions of the English Law Notes" (the "Terms
and Conditions of the English Law Notes") or "Terms and Conditions of the Italian Law Notes" (the "Terms and Conditions of the Italian Law
Notes" and, together with the Terms and Conditions of the English Law Notes, the "Conditions") as completed by a document specific to such Tranche
called final terms (the "Final Terms") or in a separate prospectus specific to such Tranche (a "Drawdown Prospectus") as described under "Final Terms
or Drawdown Prospectus" below.
The English Law Notes will be constituted by an amended and restated trust deed dated 22 December 2021 (as amended, supplemented and/or restated
from time to time, the "Trust Deed") between the Issuers and The Law Debenture Trust Corporation p.l.c. (the "Trustee"). In respect of the Italian Law
Notes, the Terms and Conditions of the Italian Law Notes include summaries of, and are subject to, the detailed provisions of an agency agreement dated
22 December 2021 (as amended, supplemented and/or restated from time to time, the "Agency Agreement for the Italian Law Notes").
The payments of all amounts due in respect of the Notes issued by INSPIRE and Intesa Luxembourg ("Guaranteed Notes") will be unconditionally and
irrevocably guaranteed by Intesa Sanpaolo pursuant to the Trust Deed and the relevant Deed of Guarantee (as defined herein).
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see "Risk Factors" below.
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 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. 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 issuer, 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 22 December 2022. For the avoidance of doubt, the Issuer shall have no
obligation to supplement this Base Prospectus in the event of significant new factors, material mistakes or material inaccuracies after the end of its 12-
month validity period.
The Programme also allows for Notes to be unlisted or to be admitted to listing, trading and/or quotation by such other or further listing authorities, stock
exchanges and/or quotation systems as may be agreed with the relevant Issuer. Notes issued pursuant to the Programme may also be rated or unrated.
Where an issue of Notes is rated, its rating will be specified in the Final Terms. A rating is not a recommendation to buy, sell or hold securities and may
be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Whether or not each credit rating applied for in relation to
a relevant Series of Notes will be (1) issued or endorsed by a credit rating agency established in the EEA and registered under Regulation (EC) No
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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 (EU) No 1060/2009 on credit rating agencies, as it forms part
of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (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 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 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, 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 the European Securities and Markets Authority's ("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, 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") 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 Issuer is aware, the transitional provisions in Article 51 of the EU
Benchmarks Regulation apply, such that ICE Benchmark Administration, the Federal Reserve Bank of New York and the Bank of England are not
currently required to obtain authorisation or registration (or, if located outside the European Union, recognition, endorsement or equivalence).
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 the 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
Crédit Agricole CIB
Commerzbank
Deutsche Bank
Credit Suisse
HSBC
Goldman Sachs International
J.P. Morgan
Intesa Sanpaolo S.p.A.
Natixis
Morgan Stanley
Société Générale Corporate & Investment Banking
NatWest Markets

UBS Investment Bank

The date of this Base Prospectus is 22 December 2021

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IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus for each Issuer for the purposes of Article 8 of the
Prospectus Regulation.
Any person (an "Investor") intending to acquire or acquiring any securities from any person (an "Offeror")
should be aware that, in the context of an offer to the public as defined in the Prospectus Regulation, the
Issuer may be responsible to the Investor for the Base Prospectus only if the Issuer is acting in association
with that Offeror to make the offer to the Investor. Each Investor should therefore verify with the Offeror
whether or not the Offeror is acting in association with the Issuer. If the Offeror is not acting in association
with the Issuer, the Investor should check with the Offeror whether anyone is responsible for the Base
Prospectus for the purposes of Article 11 of the Prospectus Regulation in the context of the offer to the
public, and, if so, who that person is. If the Investor is in any doubt about whether it can rely on the Base
Prospectus and/or who is responsible for its contents it should seek legal advice.
Intesa Sanpaolo, INSPIRE and Intesa Luxembourg accept responsibility for the information contained
herein. To the best of the knowledge of each of Intesa Sanpaolo, INSPIRE and Intesa Luxembourg, having
taken all reasonable care to ensure that such is the case, the information contained in this document is in
accordance with the facts and this document does not omit anything likely to affect the importance of such
information.
The previous paragraph should be read in conjunction with 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 ISSUER WILL NOT BE A PARTY
TO ANY SUCH ARRANGEMENTS WITH INVESTORS (OTHER THAN THE DEALERS) IN
CONNECTION WITH THE OFFER OR SALE OF THE NOTES AND, ACCORDINGLY, THIS BASE
PROSPECTUS AND ANY FINAL TERMS WILL NOT CONTAIN SUCH INFORMATION. THE
INVESTOR MUST LOOK TO THE OFFEROR AT THE TIME OF SUCH OFFER FOR THE
PROVISION OF SUCH INFORMATION. THE ISSUER HAS NO RESPONSIBILITY TO AN
INVESTOR IN RESPECT OF SUCH INFORMATION.
This Base Prospectus should be read and construed together with any supplements hereto along with any
other information incorporated by reference herein and, in relation to any Tranche (as defined herein) of
Notes, should be read and construed together with the relevant Final Terms (as defined herein).
Other than in relation to the documents which are deemed to be incorporated by reference (see Information
Incorporated by Reference), the information on the websites to which this Base Prospectus refers does not
form part of this Base Prospectus and has not been scrutinised or approved by the CSSF.
Intesa Sanpaolo, INSPIRE and Intesa Luxembourg have confirmed to the Dealers that this Base Prospectus
(including for this purpose, each relevant Final Terms) contains all information which is (in the context of
the Programme, the issue, offering and sale of the Notes and the Guarantee of the Notes) material; that such
information is true and accurate in all material respects and is not misleading in any material respect; that
any opinions, predictions or intentions expressed herein are honestly held or made and are not misleading
in any material respect; that this Base Prospectus does not omit to state any material fact necessary to make
such information, opinions, predictions or intentions (in the context of the Programme, the issue, offering
and sale of the Notes and the Guarantee of the Notes) not misleading in any material respect; and that all
proper enquiries have been made to verify the foregoing.
No person has been authorised to disclose any information or to make any representation not contained in
or not consistent with this Base Prospectus or any other document entered into in relation to the Programme
or any information supplied by Intesa Sanpaolo, INSPIRE and Intesa Luxembourg or such other
information as is in the public domain and, if given or made, such information or representation should not
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be relied upon as having been authorised by Intesa Sanpaolo, INSPIRE, Intesa Luxembourg, the Trustee or
any Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and
none of the Dealers or any of their respective affiliates makes any representation or warranty or accepts any
responsibility as to the accuracy or completeness of the information contained in this Base Prospectus.
Neither the delivery of this Base Prospectus nor any Final Terms, nor the offering, sale or delivery of any
Note shall, in any circumstances, create any implication that the information contained in this Base
Prospectus is true subsequent to the date hereof or the date upon which this Base Prospectus has been most
recently amended or supplemented or that there has been no adverse change, or any event reasonably likely
to involve any adverse change, in the condition (financial or otherwise) of Intesa Sanpaolo, INSPIRE, Intesa
Luxembourg and Intesa Sanpaolo's other consolidated subsidiaries (the "Intesa Sanpaolo Group" or the
"Group") since the date hereof or the date upon which this Base Prospectus has been most recently
amended or supplemented or that any other information supplied in connection with the Programme is
correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the
Notes in certain jurisdictions may be restricted by law. Any persons into whose possession of this Base
Prospectus or any Final Terms comes are required by each of Intesa Sanpaolo, INSPIRE, Intesa
Luxembourg and the Dealers to inform themselves about and to observe any such restrictions. For a
description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of this Base
Prospectus or any Final Terms and other offering material relating to the Notes, see "Subscription and
Sale". In particular, neither the Notes nor the guarantee thereof have been or will be registered under the
United States Securities Act of 1933 (as amended) (the "Securities Act") and are both subject to U.S. tax
law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the
United States or to U.S. persons. Notes may be offered and sold outside the United States in reliance on
Regulation S under the Securities Act ("Regulation S").
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Notes and neither should they be considered as a recommendation by Intesa Sanpaolo,
INSPIRE, Intesa Luxembourg, the Trustee, the Dealers or any of them that any recipient of this Base
Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of this Base
Prospectus or any Final Terms shall be taken to have made its own investigation and appraisal of the
condition (financial or otherwise) of Intesa Sanpaolo, INSPIRE, Intesa Luxembourg and the Intesa
Sanpaolo Group.
The maximum aggregate principal amount of Notes outstanding and guaranteed at any one time under the
Programme will not exceed 70,000,000,000 (and for this purpose, any Notes denominated in another
currency shall be translated into Euro at the date of the agreement to issue such Notes (calculated in
accordance with the provisions of the Dealer Agreement as defined under "Subscription and Sale")). The
maximum aggregate principal amount of Notes which may be outstanding and guaranteed at any one time
under the Programme may be increased from time to time, subject to compliance with the relevant
provisions of the Dealer Agreement.
This Base Prospectus has been prepared on the basis that, except to the extent that limb (ii) below may
apply, any offer of Notes in any Member State of the European Economic Area will be made pursuant to
an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of
Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of
Notes which are the subject of an offering contemplated in this Base Prospectus as completed by Final
Terms in relation to the offer of those Notes may only do so (i) in circumstances in which no obligation
arises for the Issuers or any Dealer to publish a prospectus pursuant to Article 3(1) of the Prospectus
Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case,
in relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent authority
in that Relevant Member State or, if applicable, approved in another Relevant Member State and notified
to the competent authority in that Relevant Member State and (in either case) published, all in accordance
with the Prospectus Regulation, provided that any such prospectus has subsequently been completed by
Final Terms which specify that offers may be made other than pursuant to Article 1(4) of the Prospectus
Regulation in that Relevant Member State and such offer is made in the period beginning and ending on
the dates specified for such purpose in such prospectus or final terms, as applicable and the Issuers have
consented in writing to its use for the purpose of such offer. Except to the extent limb (ii) above may apply,
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neither the Issuers nor any Dealer have authorised, nor do they authorise, the making of any offer of Notes
in circumstances in which an obligation arises for the relevant Issuer or any Dealer to publish or supplement
a prospectus for such offer.
Renminbi is currently not freely convertible and the conversion of Renminbi through banks outside the
PRC is subject to certain restrictions. Investors should be reminded of the conversion risk with
Renminbi-denominated products. In addition, there is a liquidity risk associated with
Renminbi-denominated products, particularly if such investments do not have an active secondary market
and their prices have large bid/offer spreads. Renminbi-denominated products are denominated and settled
in Renminbi available outside the PRC, which represents a market which is different from that of Renminbi
available in the PRC.
In this Base Prospectus, references to "U.S." or "USD" are to United States dollars, references to "STG" or
"£" are to the lawful currency of the United Kingdom, references to "EUR", "euro", "euros" or "" are to
the currency introduced at the start of the third stage of European Economic and Monetary Union and as
defined in Article 2 of Council Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of the euro,
as amended, references to "Renminbi" and "CNY" are to the lawful currency of the People's Republic of
China (excluding the Hong Kong Special Administrative Region of the People's Republic of China, the
Macau Special Administrative Region of the People's Republic of China and Taiwan) (the "PRC") and
references to "S$" are to the lawful currency of Singapore. References to a "regulated market" have the
meaning given to that expression by Article 14 of the Markets in Financial Instruments Directive
2014/65/EU.
Certain figures included in this Base Prospectus have been subject to rounding adjustments; accordingly,
figures shown for the same category presented in different tables may vary slightly and figures shown as
totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
IMPORTANT EEA RETAIL INVESTORS  If the Final Terms (or the Drawdown Prospectus, as the
case may be) in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA Retail
Investors", the Notes are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA").
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the
meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no
key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to
any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
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.
MiFID II product governance / target market The Final Terms in respect of any Notes will include a
legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect
of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, selling or recommending the Notes (a "distributor") should take into consideration the target
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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 will 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 person
subsequently offering, selling or recommending the Notes (a "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.
Product Classification pursuant to Section 309B of the Securities and Futures Act (Chapter 289) of
Singapore, as modified or amended from time to time (the "SFA")
The Final Terms in respect of any Notes may include a legend entitled "Singapore Securities and Futures
Act Product Classification" which will state the product classification of the Notes pursuant to section
309(B)(1) of the SFA.
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 Issuer 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 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.
STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms may over allot Notes or effect transactions with a view to supporting the market price
of the Notes at a level higher than that which might otherwise prevail. However, stabilisation may
not necessarily occur. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may
cease at any time, but it must end no later than the earlier of 30 days after the issue date of the
relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of
Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising
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Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all
applicable laws and rules.
CERTAIN DEFINITIONS
Intesa Sanpaolo is the surviving entity from the merger between Banca Intesa S.p.A. and Sanpaolo IMI
S.p.A., which was completed with effect from 1 January 2007. Pursuant to the merger, Sanpaolo IMI S.p.A.
merged by incorporation into Banca Intesa S.p.A. which, upon completion of the merger, changed its name
to Intesa Sanpaolo S.p.A. Accordingly, in this Base Prospectus:

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

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.
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CONTENTS

Page
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................... 1
RISK FACTORS ........................................................................................................................................ 12
INFORMATION INCORPORATED BY REFERENCE .......................................................................... 45
FURTHER PROSPECTUSES AND SUPPLEMENTS ............................................................................. 51
FORMS OF THE NOTES .......................................................................................................................... 52
MONTE TITOLI NOTES .......................................................................................................................... 57
TERMS AND CONDITIONS OF THE ENGLISH LAW NOTES ........................................................... 58
TERMS AND CONDITIONS OF THE ITALIAN LAW NOTES .......................................................... 119
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............ 173
FORM OF FINAL TERMS ...................................................................................................................... 175
DESCRIPTION OF INTESA SANPAOLO S.P.A. ................................................................................. 197
REGULATORY SECTION ..................................................................................................................... 232
OVERVIEW OF THE FINANCIAL INFORMATION OF THE INTESA SANPAOLO GROUP ........ 253
INTESA SANPAOLO CONSOLIDATED ANNUAL BALANCE SHEET AS AT 31.12.2020 ............ 257
INTESA SANPAOLO CONSOLIDATED ANNUAL BALANCE SHEET AS AT 31.12.2020 ............ 258
INTESA SANPAOLO CONSOLIDATED ANNUAL STATEMENT OF INCOME FOR THE YEAR
ENDED 31.12.2020 ................................................................................................................................. 259
DESCRIPTION OF INTESA SANPAOLO BANK IRELAND P.L.C. ................................................... 265
OVERVIEW OF THE FINANCIAL INFORMATION RELATING TO INTESA SANPAOLO BANK
IRELAND P.L.C. ..................................................................................................................................... 267
INTESA SANPAOLO BANK IRELAND P.L.C. ANNUAL BALANCE SHEETS ............................... 268
INTESA SANPAOLO BANK IRELAND P.L.C. ANNUAL INCOME STATEMENTS ...................... 269
INTESA SANPAOLO BANK IRELAND P.L.C. HALF-YEARLY BALANCE SHEETS .................... 270
DESCRIPTION OF INTESA SANPAOLO BANK LUXEMBOURG S.A. ........................................... 272
INTESA SANPAOLO BANK LUXEMBOURG S.A. OVERVIEW OF THE ANNUAL STATEMENT
OF FINANCIAL POSITION AS AT 31.12.2020 .................................................................................... 276
INTESA SANPAOLO BANK LUXEMBOURG S.A. OVERVIEW OF THE ANNUAL STATEMENT
OF FINANCIAL POSITION AS AT 31.12.2019 .................................................................................... 277
INTESA SANPAOLO BANK LUXEMBOURG S.A. ANNUAL STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31.12.2020 ......................... 278
INTESA SANPAOLO BANK LUXEMBOURG S.A. ANNUAL STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31.12.2020 ......................... 279
INTESA SANPAOLO BANK LUXEMBOURG S.A. CONSOLIDATED ANNUAL STATEMENT OF
FINANCIAL POSITION AS AT 31.12.2020 .......................................................................................... 280
INTESA SANPAOLO BANK LUXEMBOURG S.A. CONSOLIDATED ANNUAL STATEMENT OF
FINANCIAL POSITION AS AT 31.12.2020 .......................................................................................... 281
INTESA SANPAOLO BANK LUXEMBOURG S.A. CONSOLIDATED ANNUAL STATEMENT OF
PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31.12.2020
.................................................................................................................................................................. 282
INTESA SANPAOLO BANK LUXEMBOURG S.A. CONSOLIDATED ANNUAL STATEMENT OF
PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31.12.2020
.................................................................................................................................................................. 283
TAXATION ............................................................................................................................................. 284
PRC CURRENCY CONTROLS RELATING TO RENMINBI .............................................................. 311
SUBSCRIPTION AND SALE ................................................................................................................. 312
GENERAL INFORMATION .................................................................................................................. 319
ANNEX 1 FURTHER INFORMATION RELATED TO INFLATION-LINKED NOTES ................... 325
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GENERAL DESCRIPTION OF THE PROGRAMME
This section is a general description of the Programme for the purposes of Article 25.1(b) of Commission
Delegated Regulation (EU) 2019/980 (as amended) and must be read as an introduction to this Base
Prospectus. Any decision to invest in the Notes should be based on a consideration of the Base Prospectus
as a whole, including any information incorporated by reference.
Words and expressions defined in "Terms and Conditions of the English Law Notes" and "Terms and
Conditions of the Italian Law Notes" or elsewhere in this Base Prospectus have the same meaning in this
section. Prospective investors should read the whole of this Base Prospectus, including the information
incorporated by reference. Unless otherwise specified, the term "Terms and Conditions" or "Conditions"
shall refer to both the Terms and Conditions of the English Law Notes and the Terms and Conditions of the
Italian Law Notes and any reference to a "Condition" shall be to both a Condition under the Terms and
Conditions of the English Law Notes and a Condition under the Terms and Conditions of the Italian Law
Notes.
Issuers:
Intesa Sanpaolo S.p.A., a company limited by shares (società per azioni),
incorporated under the laws of the Republic of Italy, having its registered
office at Piazza San Carlo 156, 10121 Turin, Italy and registered with the
Companies' Registry of Turin under registration number 00799960158.

Intesa Sanpaolo Bank Ireland p.l.c., a public limited company incorporated
under the laws of Republic of Ireland, having its registered office at 2nd Floor,
International House, 3 Harbourmaster Place, IFSC, Dublin 1, D01 K8F1,
Ireland and with the registration number 125216.

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

Intesa Sanpaolo Bank Ireland p.l.c.
635400PSMCTBZD9XNS47

Intesa Sanpaolo Bank Luxembourg S.A. 549300H62SNDRT0PS319
Guarantor:
Intesa Sanpaolo S.p.A. (in respect of Notes issued by INSPIRE and Intesa
Luxembourg).
Joint Arrangers:
Intesa Sanpaolo S.p.A.

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

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

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

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

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