Obbligazione Intesa Sanpaolo S.p.A. 0% ( IT0005325805 ) in EUR

Intesa Sanpaolo S.p.A.

100 EUR ⇌

Italia

IT0005325805 ( in EUR )

27/08/2019 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione INTESA SANPAOLO SPA IT0005325805 in EUR 0%, scaduta

Intesa Sanpaolo S.p.A. è una banca italiana, tra le più grandi d'Europa, operante nel settore bancario commerciale, con attività di gestione patrimoniale e assicurative.

The Obbligazione issued by Intesa Sanpaolo S.p.A. ( Italy ) , in EUR, with the ISIN code IT0005325805, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 27/08/2019

BASE PROSPECTUS

BANCA IMI S.p.A.
(incorporated with limited liability in the Republic of Italy)
20,000,000,000
WARRANTS AND CERTIFICATES PROGRAMME
Under the terms of its Warrants and Certificates Programme (the "Programme"), Banca IMI S.p.A. (the "Issuer")
may from time to time issue warrants or covered warrants (respectively, "Warrants" and "Covered Warrants", and
together, save as otherwise specified in this Programme, "Warrants") or certificates ("Certificates" and, together
with the Warrants, "Securities") relating to one or more specified indices or one or more baskets of indices, provided
that any of such indexes will not be composed by the Issuer or by any legal entity belonging to the same group
("Index Securities"), one or more specified shares or one or more baskets of shares or one or more global depository
receipts (GDRs) or American depository receipts (ADRs) or one or more baskets of GDRs and/or ADRs (together,
"Share Securities"), one or more specified exchange rates or one or more baskets of exchange rates ("Exchange Rate
Securities"), one or more specified future contracts or one or more baskets of future contracts ("Futures Contract
Securities"), one or more specified interest rates or one or more baskets of interest rates ("Interest Rate Securities"),
one or more specified funds or one or more baskets of funds ("Fund Securities"), one or more specified commodities
or one or more baskets of commodities ("Commodity Securities"), one or more specified government bonds or one or
more baskets of government bonds or one or more supranational bonds or one or more baskets of supranational bonds
or the yield of one or more specified government/supranational bonds or the yield of one or more baskets of
government/supranational bonds ("Govies Securities"). The Securities may also be a combination of two or more of
the foregoing types, as indicated from time to time in relation to the relevant issue ("Combined Securities"). Each
issue of Securities will be made on the terms set out herein which are relevant to such Securities under "Terms and
Conditions of the Securities" (the "Conditions") and in the form of the relevant final terms document (the "Final
Terms"). Securities may be issued in bearer form ("Bearer Securities") or registered form ("Registered Securities").
Securities may also be issued in bearer, uncertificated and dematerialised book-entry form in accordance with the
applicable provisions of the Italian law, regulations and operating procedures applicable to and/or issued by the
relevant Italian central securities depository ("Italian Dematerialised Securities").
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as
competent authority under the loi relative aux prospectus pour valeurs mobilières dated 10 July 2005 as amended (the
"Prospectus Law 2005"), which implements the Directive 2003/71/EC, as amended or superseded (the "Prospectus
Directive") to approve this document as a base prospectus. The CSSF assumes no responsibility for the economic and
financial opportuneness of the transactions set out under this Programme or the quality or solvency of the Issuer in
compliance with the provisions of article 7(7) of the Prospectus Law 2005. Application has also been made to the
Luxemburg Stock Exchange for Securities issued under the Programme to be admitted to trading on (i) the
Luxembourg Stock Exchange's regulated market (the "Main Securities Market") (including the professional segment
of the regulated market of the Luxembourg Stock Exchange) and to be listed on the official list of the Luxembourg
Stock Exchange (the "Official List") and (ii) the multilateral trading facilities, EuroMTF, of the Luxembourg Stock
Exchange (the "EuroMTF") (including the professional segment of the Euro MTF). The Main Securities Market is a
regulated market for the purposes of the Directive 2014/65/EU, as amended. The EuroMTF is not a regulated market
for the purposes of the Directive 2014/65/EU, as amended, but it is subject to the supervision of the CSSF.
The CSSF has neither reviewed nor approved any information in this Base Prospectus concerning the Securities
admitted to trading on the EuroMTF. The CSSF assumes therefore no responsibility in relation to the issues of
Securities admitted to trading on the EuroMTF.
The Programme provides that Securities may be listed or admitted to trading, as the case may be, on such further or
other stock exchanges or markets as the Issuer may determine. The applicable Final Terms will specify whether or not

Securities are to be listed on the Luxembourg Stock Exchange and/or any other stock exchange(s). The Issuer may
also issue unlisted Securities and/or Securities not admitted to trading on any market.
Prospective purchasers of Securities should ensure that they understand the nature of the relevant Securities
and the extent of their exposure to risks and that they consider the suitability of the relevant Securities as an
investment in the light of their own circumstances and financial condition. Securities involve a high degree of
risk, including the risk of their expiring worthless. Potential investors should be prepared to sustain a loss of all
or part of the purchase price of their Securities. It is the responsibility of prospective purchasers to ensure that
they have sufficient knowledge, experience and professional advice to make their own legal, financial, tax,
accounting and other business evaluation of the merits and risks of investing in the Securities and are not
relying on the advice of the Issuer or, if relevant, any Manager in that regard. See Section "Risk Factors". The
language of the prospectus is English. Certain legislative references and technical terms have been cited in their
original language in order that the correct technical meaning may be ascribed to them under applicable law.
IMPORTANT RETAIL INVESTORS - If the Final Terms in respect of any Securities includes a legend entitled
"Prohibition of Sales to Retail Investors", the Securities 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 either in the European
Economic Area (the "EEA") or in one or more specified jurisdictions in the EEA, and/or in one or more specified
jurisdictions outside the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); or (ii) a customer within the
meaning of Directive 2016/97/EU ("IDD"), where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive; or (iv)
a retail client within the meaning of any equivalent definition under the applicable legislation of the specified
jurisdiction outside the EEA. Consequently no key information document required by Regulation (EU) No 1286/2014
as amended (the "PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to
retail investors in the EEA and/or in the specified jurisdiction(s) only has been prepared and therefore offering or
selling the Securities or otherwise making them available to any retail investor in the EEA and/or in the specified
jurisdiction(s) only may be unlawful under the PRIIPS Regulation.
Amounts payable under the Securities may be calculated or otherwise determined by reference to one or more
underlyings that may constitute "benchmarks" for the purposes of Regulation (EU) No. 2016/1011 of the European
Parliament and of the Council of 8 June 2016 (the "Benchmark Regulation" or "BMR"). If any such underlying does
constitute such a benchmark the applicable final terms will indicate whether or not the benchmark is provided by an
administrator included in the register of administrators and benchmarks established and maintained by the European
Securities and Markets Authority ("ESMA") pursuant to Article 36 of the BMR. Not every underlying will fall within
the scope of the Benchmark Regulation. Furthermore, pursuant to article 51 of the BMR, transitional provisions in the
Benchmark Regulation may have the result that the administrator of a particular benchmark is not required to appear
in the register of administrators and benchmarks at the date of the applicable final terms. The registration status of any
administrator under the BMR is a matter of public record and, save where required by applicable law, the Issuer does
not intend to update the applicable final terms to reflect any change in the registration status of the administrator.
The Securities and, in case of Physical Delivery Securities, the Entitlement (as defined herein) to be delivered upon
the exercise of such Securities, have not been, and will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act") or with any securities authority of any State or other jurisdiction of the U.S., and
trading in the Securities has not been approved by the Commodity Futures Trading Commission (the "CFTC") under
the United States Commodity Exchange Act of 1936, as amended (the "Commodity Exchange Act"). The Securities
and the Entitlements may not be offered, sold, pledged or otherwise transferred, directly or indirectly, within the
United States or to a U.S. person unless such offer or sale has been registered under the Securities Act or pursuant to
an exemption from, or a transaction not subject to, the registration requirements of the Securities Act.
The Securities and the Entitlements are being offered and sold outside the U.S. to persons that are not U.S. persons (as
defined in Regulation S ("Regulation S") under the Securities Act) in reliance on Regulation S. No Securities of any
series, or interests therein, or Entitlements may at any time be offered, sold, resold, traded, pledged, exercised,
redeemed, transferred or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit
of, any U.S. person and any offer, sale, resale, trade, pledge, exercise, redemption, transfer or delivery made, directly
or indirectly, within the United States or to, or for the account or benefit of, a U.S. person will not be recognised. The
Securities and Entitlements may not be legally or beneficially owned at any time by any U.S. person. For a description

2

of certain further restrictions on offers and sales of the Securities and on the distribution of this Base Prospectus, see
"Offering and Sale" below.
The Securities have not been approved or disapproved by the U.S. Securities and Exchange Commission, any State
securities commission in the United States or any other U.S. regulatory authority, nor has any of the foregoing
authorities passed upon or endorsed the merits of the offering of Securities or the accuracy or the adequacy of this
Prospectus. Any representation to the contrary is a criminal offence in the United States.
The date of this Base Prospectus is 8 July 2019.

3

IMPORTANT NOTICES
This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus
Directive.
The Issuer (the Responsible Person) accepts responsibility for the information contained in this Base
Prospectus. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that
such is the case), the information contained in this Base Prospectus is in accordance with the facts and
does not omit anything likely to affect the import of such information.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Base
Prospectus in connection with an offer of Securities are the Issuer, the persons named in the applicable
Final Terms as the relevant Manager(s) and the persons named in or identifiable following the applicable
Final Terms as the Financial Intermediaries, as the case may be.
This Base Prospectus is to be read and construed in conjunction with any supplement hereto and with all
documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by
Reference" below) and, in relation to any Securities, should be read and construed together with the
applicable Final Terms. This Base Prospectus shall be read and construed on the basis that such
documents are incorporated and form part of this Base Prospectus.
A description of the Final Terms is set out herein at Section "Form of Final Terms" and will specify with
respect to the issue of Securities to which it relates, inter alia, the specific designation of the Securities, the
aggregate number and type of the Securities, the date of issue of the Securities, the issue price, the credit
event of the specified entity or entities to which the Certificates relate, certain other terms relating to the
offering and sale of the Securities including whether they bear remuneration and the exercise date.
The applicable Final Terms will (if applicable) contain information relating to the underlying asset, index
or other item(s) (each an Underlying) to which the Securities relate and which is contained in such Final
Terms. However, unless otherwise expressly stated in the applicable Final Terms, any information
contained therein relating to an Underlying will only consist of extracts from, or summaries of,
information contained in financial and other information released publicly by the issuer, owner or
sponsor, as the case may be, of such Underlying. The Issuer will, unless otherwise expressly stated in the
applicable Final Terms, confirm that such extracts or summaries have been accurately reproduced and
that, so far as it is aware and is able to ascertain from information published by the issuer, owner or
sponsor, as the case may be, of such Underlying, no facts have been omitted that would render the
reproduced inaccurate or misleading, but the Issuer does not accept any further or other responsibility in
respect of such information.
As specified in the applicable Final Terms, each issue of Securities will entitle the holder thereof to receive
a cash amount, or in the case of Physical Delivery Securities, the Entitlement to be delivered upon the
exercise of such Securities from the Issuer calculated in accordance with the Conditions on such terms as
are set out in the Conditions, all as set forth in the Conditions.
To purchase any Security or, upon exercise of Physical Delivery Securities, in order to receive the
relevant Entitlement, each Securityholder will be required to certify (in accordance with the provisions
outlined in "Offering and Sale" below) that it is not a U.S. person or a person who has purchased such
Security or received such Entitlement for resale to, or for the account or benefit of, U.S. persons and that
it is not receiving such Security or exercising a Physical Delivery Security on behalf, or for the account or
benefit, of a U.S. person.
Copies of Final Terms will be available from the registered office of the Issuer and, in respect of
Securities which are not Italian Dematerialised Securities, also from the specified offices set out below of
the Security Agents (as defined below).
4

No person is or has been authorised by the Issuer to give any information or to make any representation
not contained in or not consistent with this Base Prospectus or in the Final Terms or any other
information supplied in connection with the Programme or the Securities and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or any
other manager of an issue of Securities (each a Manager).
No Manager has independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by
any Manager as to the accuracy or completeness of the information contained or incorporated in this
Base Prospectus or any other information provided by the Issuer in connection with the Programme.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or
the Securities (i) is intended to provide the basis of any credit or other evaluation or (ii) should be
considered as a recommendation by the Issuer that any recipient of this Base Prospectus or any other
information supplied in connection with the Programme or any Securities should purchase any Securities.
Each investor contemplating purchasing any Securities should make its own independent investigation of
the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither
this Base Prospectus nor any other information supplied in connection with the Programme or the issue
of any Securities constitutes an offer or an invitation by or on behalf of the Issuer to any person to
subscribe for or to purchase any Securities.
Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any
Securities shall in any circumstances imply that the information contained herein concerning the Issuer is
correct at any time subsequent to the date hereof or that any other information supplied in connection
with the Programme is correct as of any time subsequent to the date indicated in the document containing
the same or that there has been no material adverse change in the prospects of the Issuer since the date
thereof or, if later, the date upon which this Base Prospectus has been most recently amended or
supplemented. Investors should review, inter alia, the most recently published documents incorporated
by reference into this Base Prospectus when deciding whether or not to purchase any Securities.
Warrants create options which are exercisable by the relevant holder and/or will be automatically
exercised as provided herein. There is no obligation on the Issuer to pay any amount to any holder of a
Warrant or to deliver any asset to any holder of a Warrant unless the relevant holder duly exercises such
Warrant or such Securities are automatically exercised and, in certain circumstances, an Exercise Notice
is duly delivered. Securities will be exercised or exercisable in the manner set forth herein and in the
applicable Final Terms.
Bearer Securities are subject to U.S. tax law requirements and may not be offered, sold or delivered
within the United States or its possessions or to United States persons, except in certain transactions
permitted by U.S. Treasury regulations. Terms used in this paragraph have the meanings given to them
by the U.S. Internal Revenue Code of 1986 as amended (the "Code") and the U.S. Treasury regulations
promulgated thereunder.
IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND
OFFERS OF SECURITIES GENERALLY
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any
Securities in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Base Prospectus and the offer or sale of Securities may be restricted
by law in certain jurisdictions. The Issuer does not represent that this Base Prospectus may be lawfully
distributed, or that any Securities may be lawfully offered, in compliance with any applicable registration
or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or
assume any responsibility for facilitating any such distribution or offering. In particular, unless
specifically indicated to the contrary in the applicable Final Terms, no action has been taken by the Issuer
5

which is intended to permit a public offering of any Securities or distribution of this document in any
jurisdiction where action for that purpose is required. Accordingly, no Securities or Entitlements may be
offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other
offering material may be distributed or published in any jurisdiction, except under circumstances that
will result in compliance with any applicable laws and regulations. Persons into whose possession this
Base Prospectus or any Securities may come must inform themselves about, and observe, any such
restrictions on the distribution of this Base Prospectus and the offering and sale of Securities. In
particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of
Securities or Entitlements in the United States or its possession and the European Economic Area
(including Luxembourg, Austria, Belgium, Croatia, Cyprus, Czech Republic, Denmark, France,
Germany, Hellenic Republic, Hungary, Ireland, Malta, Netherlands, Poland, Portuguese Republic,
Republic of Italy, Slovak Republic, Slovenia, Spain, Sweden and United Kingdom) (see "Offering and
Sale").
The Securities of each issue may be sold by the Issuer and/or any Manager at such time and at such prices
as the Issuer and/or the Manager(s) may select. There is no obligation upon the Issuer or any Manager to
sell all of the Securities of any issue. The Securities of any issue may be offered or sold from time to time
in one or more transactions in the over-the-counter market or otherwise at prevailing market prices or in
negotiated transactions, at the discretion of the Issuer.
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below
may apply, any offer of Securities in any Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a Relevant Member State) will be made pursuant to an
exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the
requirement to publish a prospectus for offers of Securities. Accordingly any person making or intending
to make an offer in that Relevant Member State of Securities which are the subject of an offering
contemplated in this Base Prospectus as completed by the Final Terms in relation to the offer of those
Securities may only do so (i) in circumstances in which no obligation arises for the Issuer or any Manager
to publish a prospectus pursuant to Article 3 of the Prospectus Directive or publish a supplement to a
prospectus pursuant to Article 16 of the Prospectus Directive, 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, where appropriate, 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 Directive, provided that any such prospectus has subsequently been completed by final
terms which specify that offers may be made other than pursuant to Article 3(2) of the Prospectus
Directive in that Relevant Member State, 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 Issuer has
consented in writing to its use for the purpose of such offer. Except to the extent sub-paragraph (ii) above
may apply, neither the Issuer nor any Manager have authorised, nor do they authorise, the making of any
offer of Securities in circumstances in which an obligation arises for the Issuer or any Manager to publish
or supplement a prospectus for such offer.
In connection with the issue of any Securities, the person or persons (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 Securities or effect transactions with a view to supporting the market price of the
Securities at a level higher than that which might otherwise prevail. However, there is no assurance that
the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake
stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the final terms of the offer of the relevant Securities 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 relevant Securities
and 60 days after the date of the allotment of the relevant Securities. Any stabilisation action or
over-allotment must be conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of
any Stabilising Manager(s)) in accordance with all applicable laws and rules.
6

PROSPECTIVE INVESTORS ARE HEREBY NOTIFIED THAT: (A) ANY TAX DISCUSSION
CONTAINED OR REFERRED TO IN THIS BASE PROSPECTUS IS NOT INTENDED TO BE
RELIED UPON BY PROSPECTIVE INVESTORS FOR THE PURPOSE OF AVOIDING PENALTIES
THAT MAY BE IMPOSED ON THEM UNDER THE INTERNAL REVENUE CODE; AND (B)
PROSPECTIVE INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR
CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER.
All references to "USD", "U.S.$", "$", "US Dollars", "US dollars" and "U.S. dollars" are to United
States dollars and references to "euro", "EUR" and "" are to the currency introduced at the start of the
third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the
European Union, as amended.

7

TABLE OF CONTENTS
Page
IMPORTANT NOTICES .......................................................................................................................... 4
SUMMARY OF THE PROGRAMME .................................................................................................... 9
RISK FACTORS ...................................................................................................................................... 42
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................ 75
OVERVIEW OF THE PROGRAMME ................................................................................................. 77
TERMS AND CONDITIONS OF THE SECURITIES ........................................................................ 83
ANNEX TO THE TERMS AND CONDITIONS OF THE SECURITIES - .................................... 222
USE OF PROCEEDS ............................................................................................................................. 226
DESCRIPTION OF THE ISSUER ....................................................................................................... 227
OFFERING AND SALE ....................................................................................................................... 240
FORM OF FINAL TERMS .................................................................................................................. 269
TAXATION ............................................................................................................................................ 300
GENERAL INFORMATION ............................................................................................................... 365
8

SUMMARY OF THE PROGRAMME
Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in Sections A E (A.1 
E.7).
This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some
Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary due to the type of securities and Issuer, it is possible that no
relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary
with the mention of "Not applicable".
Section A INTRODUCTION AND WARNINGS
A.1 This summary should be read as an introduction to the Base Prospectus.
Any decision to invest in the Securities should be based on consideration of the Base Prospectus as a whole by the investor.
Where a claim relating to the information contained in the Base Prospectus is brought before a court, the plaintiff investor
might, under the national legislation of the Member States, have to bear the costs of translating the Base Prospectus before the
legal proceedings are initiated.
Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the
summary is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus or it does not
provide, when read together with the other parts of the Base Prospectus, key information in order to aid investors when
considering whether to invest in such securities.
A.2 [Not applicable The Issuer does not consent to the use of the Base Prospectus for subsequent resales.]
"[([Individual/General] consent): Subject to the conditions set out below, the Issuer consents to the use of this Base Prospectus
in connection with a Public Offer of Securities by [[(names of the Distributor(s)), whose name(s) is(are) published on the
Issuer's website and identified as an Authorised Offeror(s) in respect of the relevant Public Offer]; [and/or]] [any financial
intermediary which is authorised to make such offers under the applicable legislation implementing Directive 2014/65/EU
(MiFID II) and publishes on its website the following statement (with the information in square brackets being completed with
the relevant information):
"We, [(insert name of financial intermediary)], refer to the [(insert title of relevant Securities)] (the "Securities") described in
the Final Terms dated [insert date] (the "Final Terms") published by Banca IMI S.p.A. (the "Issuer"). We hereby accept the
offer by the Issuer of its consent to our use of the Base Prospectus (as defined in the Final Terms) in connection with the offer
of the Securities in [(specify each Relevant Member State in which the particular Tranche of Securities can be offered)] (the
"Offer") in accordance with the Authorised Offeror Terms and subject to the conditions to such consent, each as specified in
the Base Prospectus, and we are using the Base Prospectus in connection with the Offer accordingly".
([each] an "Authorised Offeror")."]
"(Offer period) The Issuer's consent referred to above is given for Public Offers of Securities during [(offer period for the
Securities to be specified here)] (the "Offer Period")."
"(Conditions to consent): The conditions to the Issuer's consent, [(in addition to the conditions referred to above)], are that
such consent (a) is only valid during the Offer Period; (b) only extends to the use of this Base Prospectus to make Public Offers
of the relevant Tranche of Securities in [Austria/ Belgium/ Croatia/ Cyprus/ Czech Republic/ Denmark/ France/ Germany/
Hellenic Republic/ Hungary/ Ireland/ Luxembourg/ Malta/ Netherlands/ Poland/ Portuguese Republic/ Republic of Italy/ Slovak
Republic/ Slovenia/ Spain/ Sweden/ United Kingdom], and (c) [(specify any other conditions applicable to the Public Offer of
the particular Tranche).]"
AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY SECURITIES IN A PUBLIC OFFER FROM AN
AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH SECURITIES TO AN INVESTOR
BY SUCH AUTHORISED OFFEROR WILL BE MADE, IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THE OFFER IN PLACE BETWEEN SUCH AUTHORISED OFFEROR AND SUCH INVESTOR
INCLUDING ARRANGEMENTS IN RELATION TO PRICE, ALLOCATIONS, EXPENSES AND SETTLEMENT.
THE RELEVANT INFORMATION WILL BE PROVIDED BY THE AUTHORISED OFFEROR AT THE TIME OF
SUCH OFFER.
Section B ISSUERS AND GUARANTOR
B.1
Legal and
Banca IMI S.p.A..
Commercial
Name of the
9

Issuer
B.2
Domicile/
Domicile: Largo Mattioli 3, 20121 Milan, Italy.
Legal Form/ Legal form: Public limited liability company (società per azioni).
Legislation/
Country of
Legislation under which the Issuer operates: Italian law.
Incorporation Country of incorporation: Italy.
B.4b Description of In accordance with the Intesa Sanpaolo Group's 2018-2021 Business Plan (approved on 6 February 2018 by the
trends
Board of Directors of Intesa Sanpaolo S.p.A.) the Issuer will be merged into the parent company Intesa
Sanpaolo S.p.A.. As at the date of this Base Prospectus, it is not yet known when the merger will take place.
Merger transactions could cause uncertainties to business operations, particularly when unrelated companies are
involved. Considering that Intesa Sanpaolo S.p.A. is the parent company of Banca IMI and that the merger
takes place between two entities belonging to the same banking group, such merger is not expected to have any
material adverse effects on the business of Banca IMI or the parent company.
There are no other known trends, uncertainties, demands, commitments or events that are reasonably likely to
have a material effect on the Issuer's prospects for its current financial year.
B.5 Description of The Issuer is a company belonging to the Intesa Sanpaolo banking group (the "Intesa Sanpaolo Group"), of
the group of which Intesa Sanpaolo S.p.A. is the parent company.
the Issuer
The Intesa Sanpaolo Group is the result of the merger effective 1 January 2007 of Sanpaolo IMI S.p.A. with
Banca Intesa S.p.A. The former Banca Intesa banking group, prior to the merger, was also the result of a series
of mergers, having been brought into existence in 1998 by the merger of Cariplo and Ambroveneto, followed in
1999 by the public exchange offer for 70 per cent. of Banca Commerciale Italiana, which was merged by
incorporation in 2001. The former Sanpaolo IMI group was the result of the merger of Istituto Bancario San
Paolo di Torino and Istituto Mobiliare Italiano in 1998, and of the subsequent integration of Banco di Napoli, in
2000 and of Gruppo Cardine, in 2002.
The Issuer is the investment banking arm and securities firm of the Intesa Sanpaolo Group.
B.9
Profit
Not applicable. No profit forecasts or estimates have been made in the Base Prospectus.
forecast/estim
ate
B.10 Qualifications Not applicable. No qualifications are contained in any audit report included in the Base Prospectus.
in the audit
report
B.12
Selected
SELECTED FINANCIAL AND BALANCE SHEET FIGURES RELATING TO THE ISSUER
historical key The audited consolidated balance sheets and income statements as of, and for each of the years ended, 31
information December 2017 and 2018 have been extracted without any adjustment from, and are qualified by reference to
and should be read in conjunction with, the Issuer's consolidated financial statements in respect of those dates
and periods:
Audited Consolidated Balance Sheets for the year ending 31 December 2018 compared with corresponding figures
for the year ending 31 December 2017

Assets
31
31
December
December
2018
2017

(EUR thousand)
Cash and cash equivalents
3
4
Financial assets measured at fair 46,155,082
44,692,894
value through profit or loss
a) financial assets held for trading
45,768,926
44,692,894
b) financial assets designated at fair -
-
value

c) other financial assets mandatorily 386,156
-
measured at fair value
Financial assets measured at fair 17,145,107
14,473,923
10