Obligation Intesa San Paolo 3.625% ( IT0004872328 ) en EUR

Intesa San Paolo

100 % ▼

Italie

IT0004872328 ( en EUR )

3.625% par an ( paiement annuel )

04/12/2022 - Obligation échue

Prospectus brochure de l'obligation Intesa Sanpaolo IT0004872328 en EUR 3.625%, échue

100 000 EUR

1 250 000 000 EUR

Intesa Sanpaolo est l'un des principaux groupes bancaires d'Italie, proposant une large gamme de services financiers aux particuliers, aux entreprises et aux institutions.

L'Obligation émise par Intesa San Paolo ( Italie ) , en EUR, avec le code ISIN IT0004872328, paye un coupon de 3.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 04/12/2022

BASE PROSPECTUS DATED 22 DECEMBER 2021
Intesa Sanpaolo S.p.A.
(incorporated as a joint stock company under the laws of the Republic of Italy)
25,000,000,000 Covered Bond (Obbligazioni Bancarie Garantite) Programme
unsecured and unconditionally and irrevocably guaranteed as to payments of interest and principal by
ISP CB Ipotecario S.r.l.
(incorporated as a limited liability company under the laws of the Republic of Italy)
The 25,000,000,000 Covered Bond Programme (the Programme) described in this base prospectus (the Base Prospectus) has been established by
Intesa Sanpaolo S.p.A. (Intesa Sanpaolo, the Bank, or the Issuer) for the issuance of obbligazioni bancarie garantite (the Covered Bonds whi ch
term includes, for avoidance of doubt the Registered Covered Bonds as defined below) guaranteed by ISP CB Ipotecario S.r.l. pursuant to Article 7-
bis of law No. 130 of 30 April 1999 (Law 130) and regulated by the Decree of the Ministry of Economy and Finance No. 310 of 14 December 2006
(the MEF Decree) and the supervisory instructions of the Bank of Italy relating to covered bonds under Third Part, Chapter 3, of the Circular No.
285 of 17 December 2013, containing the " Disposizioni di vigilanza per le banche" as further implemented and amended (the BoI OBG
Regulations and, together with Law 130 and the MEF Decree, the OBG Regulations).
ISP CB Ipotecario S.r.l. (ISP CB Ipotecario or the Covered Bond Guarantor) issued a first demand (a prima richiesta), autonomous,
unconditional and irrevocable (irrevocabile) guarantee (garanzia autonoma) securing the payment obligations of the Issuer under the Covered
Bonds (the Covered Bond Guarantee), in accordance with the provisions of Law 130 and of the MEF Decree. The obligation of payment under the
Covered Bond Guarantee shall be limited recourse to the Portfolio and the Available Funds (as defined in the section headed " Terms and Conditions
of the Covered Bonds").
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the CSSF), which is the competent authority
under Regulation EU 2017/1129, as amended (the Prospectus Regulation) in the Grand Duchy of Luxembourg, as a base prospectus for the
purpose of article 8 of the Prospectus Regulation.
The CSSF only approves 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 Issuer or the Guarantor or the quality of the
Covered Bonds that are subject to this Base Prospectus. Potential investors should make their own assessment as to the suitability of investing in
Covered Bonds.

Application has also been made for Covered Bonds issued under the Programme during the period of 12 (twelve) 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 Directive 2014/65/EU. As referred to in Article 6(4) of the Luxembourg law on
prospectuses for securities of 16 July 2019, by approving this Base Prospectus, in accordance with Article 20 of the Prospect us 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.
This Base Prospectus is valid for 12 months from its date in relation to Covered Bonds (until 22 December 2022) which are to be admitted
to trading on a regulated market in the European Economic Area (the EEA). The obligation to supplement this Base Prospectus in the
event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no lon ger valid.
Capitalised terms used in this Base Prospectus shall have the meaning ascribed to them in the section headed " Glossary", unless otherwise defined
in the specific section of this Base Prospectus in which they are used.
Under the Programme, the Issuer may issue Covered Bonds denominated in any currencies, including Euro, UK Sterling, Swiss Franc, Japanese
Yen and US Dollar. Interest on the Covered Bonds shall accrue monthly, quarterly, semi-annually, annually or on such other basis as specified in
the relevant Final Terms, in arrears at fixed or floating rate, increased or decreased by a margin. The Issuer may also issue Covered Bonds at a
discounted price with no interest accruing and repayable at nominal value (zero-coupon Covered Bonds).
The terms of each Series will be set forth in the Final Terms relating to such Series prepared in accordance with the provisions of this Base
Prospectus and, if listed, to be delivered to the Luxembourg Stock Exchange on or before the date of issue of such Series.
Application has been made for Covered Bonds (other than Registered Covered Bonds) to be admitted to listing on the official list and trading on the
regulated market of the Luxembourg Stock Exchange, which is a regulated market for the purposes of Directive 2014/65/UE. In addition, the Issuer
and each Relevant Dealer named under the section headed " Subscription and Sale" may agree to make an application to list a Series on any other
stock exchange as specified in the relevant Final Terms. The Programme also permits Covered Bonds to be issued on an unlisted basis.
Covered bonds will be issued in dematerialised form and the Issuer reserves the right to issue also Covered Bonds as German g overned registered
covered bonds (Gedeckte Namensschuldverschreibung) (the Registered Covered Bonds). This Base Prospectus does not relate to the Registered
Covered Bonds which may be issued by the Issuer under the Programme pursuant to either separate documentation or the document s described in
this Base Prospectus after having made the necessary amendments and the approval of this Base Prospectus by the CSSF does not cover any
Registered Covered Bonds which may be issued by the Issuer.
Where Covered Bonds (other than Registered Covered Bonds) issued under the Programme are admitted to trading on a regulated m arket within the
European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication
of a prospectus under the Prospectus Regulation, such Covered Bonds will have a denomination of not less than 100,000 (or, where the Covered
Bonds are issued in a currency other than euro, the equivalent amount in such other currency). The terms and conditions of th e Registered Covered
Bonds (the Registered Covered Bond Conditions), which will difer from the terms and conditions set out in the section headed " Terms and
Conditions of the Covered Bonds", will specify the minimum denomination for Registered Covered Bonds, which might not be listed.
Amounts payable under the Covered Bonds may be calculated by reference to EURIBOR or such other reference rate, in each case 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 register of administrators and benchmarks established and maintained by the European Securities and Markets Authority pursuant to
article 36 of Regulation (EU) 2016/1011, as amended (the EU Benchmarks Regulation).
1

The Covered Bonds to be issued on or after the date hereof will be held in dematerialised form or in any other form as may be set out in the Final
Terms. The Covered Bonds issued in dematerialised form will be held on behalf of their ultimate owners, until redemption or cancellation thereof,
by Monte Titoli S.p.A. (Monte Titoli) for the account of the relevant Monte Titoli Account Holders. The expression Monte Titoli Account
Holders means any authorised financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Tit oli and
includes any depositary banks appointed by Euroclear Bank S.A./N.V., 1 Boulevard du Roi Albert II, B-1210 Bruxelles as operator of the Euroclear
System (Euroclear) and Clearstream Banking, société anonyme, 42 Avenue JF Kennedy, L-1855, Luxembourg (Clearstream). Each Series of
Covered Bonds issued in dematerialised form will be deposited with Monte Titoli on the relevant Issue Date (as defined in the section headed
" Terms and Conditions of the Covered Bonds"). Monte Titoli shall act as depositary for Clearstream and Euroclear. The Covered Bonds issued in
dematerialised form will at all times be held in book entry form and title to the Covered Bonds issued in dematerialised form will be evidenced by
book entries in accordance with the provisions of Italian Legislative Decree No. 58 of 24 February 1998 (the Financial Law) and implementing
regulation and with the joint regulation of the Commissione Nazionale per le Società e la Borsa (CONSOB) and the Bank of Italy dated 13 August
2018 and published in the Oficial Gazette of the Republic of Italy (Gazzetta Ufficiale della Repubblica Italiana) No. 201 of 30 August 2018, as
subsequently amended and supplemented. No physical document of title will be issued in respect of the Covered Bonds issued in dematerialised
form.
Before the Maturity Date the Covered Bonds will be subject to mandatory and optional redemption in whole or in part in certain circumstances, as
set out in Condition 9 (Redemption and Purchase).
Each Series is expected, upon the relevant issue, to be assigned a rating as specified in the relevant Final Terms by Moody's France S.A.S.
(Moody's). Conditions precedent to the issuance of any Series include that a rating letter assigning the rating to such Series of Cov ered Bonds is
issued by the Rating Agency. Whether or not the credit rating applied for in relation to relevant Series of Covered Bonds will be (1) issued or
endorsed by a credit rating agency established in the EEA and registered under Regulation (EC) No. 1060/2009 (as amended, the EU CRA
Regulation) or by a credit rating agency which is certified under the EU CRA Regulation and/or (2) issued or endorsed by a credit rating agency
established in the UK and registered under Regulation (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, EEA 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 unless (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 unless (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 Reg ulation 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/s/search?q=fitch&type=Companies), a list of credit rating agencies registered and certified in
accordance with the UK CRA Regulation. A credit rating is not a recommendation to buy, sell or hold Covered Bonds and may be su b ject to
revision or withdrawal by the Rating Agency.
For a discussion of certain risks and other factors that should be considered in connection with an investment in the Covered Bonds, see th e
section headed "Risk Factors" of this Base Prospectus.
Other than in relation to the documents which are deemed to be incorporated b y reference (see the section headed "Documents
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.

Arrangers
IMI Intesa Sanpaolo, Barclays and Intesa Sanpaolo
Dealers
IMI Intesa Sanpaolo and Barclays
2

TABLE OF CONTENTS
RESPONSIBILITY STATEMENTS .................................................................................................4
OVERVIEW OF THE PROGRAMME ..............................................................................................8
GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................... 13
RISK FACTORS .......................................................................................................................... 44
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................... 72
SUPPLEMENTS TO THE BASE PROSPECTUS, FINAL TERMS AND FURTHER PROSPECTUSES .. 80
DESCRIPTION OF THE ISSUER .................................................................................................. 81
REGULATORY SECTION ......................................................................................................... 145
DESCRIPTION OF THE COVERED BOND GUARANTOR ........................................................... 171
DESCRIPTION OF THE ASSET MONITOR................................................................................. 178
DESCRIPTION OF THE PORTFOLIO ......................................................................................... 180
COLLECTION AND RECOVERY PROCEDURES ........................................................................ 183
CREDIT STRUCTURE ............................................................................................................... 221
ACCOUNTS AND CASH FLOWS ............................................................................................... 234
USE OF PROCEEDS .................................................................................................................. 253
DESCRIPTION OF THE TRANSACTION DOCUMENTS.............................................................. 254
SELECTED ASPECTS OF ITALIAN LAW................................................................................... 275
TERMS AND CONDITIONS OF THE COVERED BONDS ............................................................ 291
RULES OF THE ORGANISATION OF THE COVERED BONDHOLDERS ..................................... 338
FORM OF FINAL TERMS .......................................................................................................... 369
MAIN FEATURES OF REGISTERED COVERED BONDS (GEDECKTE
NAMENSSCHULDVERSCHREIBUNGEN) .................................................................................... 388
TAXATION .............................................................................................................................. 390
SUBSCRIPTION AND SALE ...................................................................................................... 402
GENERAL INFORMATION ....................................................................................................... 409
GLOSSARY .............................................................................................................................. 415

3

RESPONSIBILITY STATEMENTS
The Issuer accepts responsibility for the information contained in this Base Prospectus. To the best of the
knowledge of the Issuer, having taken al reasonable care to ensure that such is the case, the information
containted in this Base Prospectus is in accordance with the facts and this Base Prospectus makes no
omission likely to affect the importance of such information.
ISP CB IPOTECARIO S.r.l. accepts responsibility for the information included in this Base Prospec tus in
the section headed "Description of the Covered Bond Guarantor" and any other information contained in
this Base Prospectus relating to itself. To the best of the knowledge of the Issuer, those parts of this Base
Prospectus for which ISP CB Ipotecario S.r.l. is responsible are in accordance with the facts and makes no
omission likely to affect the importance of such information.
NOTICE
This Base Prospectus is a base prospectus for the purposes of Article 8 of the Prospectus Regulation and for
the purposes of giving information which, according to the particular nature of the Covered Bonds, is
necessary to enable investors to make an informed assessment of the assets and liabilities, financial
position, profit and losses and prospects of the Issuer and of the Covered Bond Guarantor and of the rights
attaching to the Covered Bonds.
This Base Prospectus should be read and understood in conjunction with any supplement thereto along with
any document incorporated herein by reference (see the section headed "Documents incorporated by
reference") and, in relation to any Series or Tranche of Covered Bonds, with the relevant Final Terms.
Other than in relation to the documents which are deemed to be incorporated by reference (see Documents
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.
Capitalised terms used in this Base Prospectus shal have the meaning ascribed to them in the section
headed "Glossary of terms", unless otherwise defined in the single section of this Base Prospectus in whic h
they are used.
The Issuer and, with respect to the information relating to itself only, the Covered Bond Guarantor, have
confirmed to the Dealers (i) that this Base Prospectus contains al information with regard to the Issuer and
the Covered Bonds which is material in the context of the Programme and the issue and offering of Covered
Bonds thereunder; (i ) that the information contained herein is accurate in al material respects and is not
misleading; (i i) that any opinions and intentions expressed by it herein are honestly held and based on
reasonable assumptions; (iv) that there are no other facts with respect to the Issuer, the omission of w hic h
would make this Base Prospectus as a whole or any statement therein or opinions or intentions expressed
therein misleading in any material respect; and (v) that al reasonable enquiries have been made to verify
the foregoing.
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: Fitch Ratings
Limited, Moody's France S.A.S., S&P Global Ratings Europe Limited and DBRS Ratings GmbH (eac h 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.
No person is or has been authorised by the Issuer or the Covered Bond Guarantor to disclose any
information or to make any representation which is 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
the Issuer or such other information as in the public domain and, if given or made, such information or
4

representation must not be relied upon as having been authorised by the Issuer, the Dealers or any party to
the Transaction Documents.
Neither the delivery of this Base Prospectus nor any offer or sale made in connection therewith shal , under
any circumstances, create any implication that there has been no change in the affairs of the Issuer or the
Covered Bond Guarantor since the date hereof or the date upon which this Base Prospectus has been most
recently amended or supplemented or in any circumstances imply that the information contained herein
concerning the Issuer and the Covered Bond Guarantor 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 on which it is supplied or, if different, the date indicated in the document containing
the same.
This Base Prospectus is valid for 12 months following its date of publication and it and any supplement
hereto as wel as any Final Terms filed within such 12 months reflect the status as of their respective dates
of issue.
Neither the Dealers, the Arrangers nor any person mentioned in this Base Prospectus, with exception of the
Issuer, the Covered Bond Guarantor and the Asset Monitor (only with respect to the section "Description of
the Asset Monitor"), is responsible for the information contained in this Base Prospectus, any document
incorporated herein by reference, or any supplement thereof, or any Final Terms or any document
incorporated herein by reference, and accordingly, and to the extent permitted by the laws of any relevant
jurisdiction, none of these persons accepts any responsibility for the accuracy and completeness of the
information contained in any of these documents.
Neither the Dealers, nor the Arrangers have separately verified the information contained in this Base
Prospectus. None of the Dealers or the Arrangers makes any representation, express or implied, or ac c epts
any responsibility, with respect to the accuracy or completeness of any of the information in this Base
Prospectus. Neither this Base Prospectus nor any other financial statements are intended to provide the
basis of any credit or other evaluation and should not be considered as a recommendation by any of the
Issuer, the Covered Bond Guarantor, the Dealers or the Arrangers that any recipient of this Base Prospectus
or any other financial statements should purchase the Covered Bonds. Each potential purchaser of Cover ed
Bonds should determine for itself the relevance of the information contained in this Base Prospectus and its
purchase of Covered Bonds should be based upon such investigation as it deems necessary. None of the
Dealers or the Arrangers undertakes to review the financial condition or affairs of the Issuer or the Covered
Bond Guarantor during the life of the arrangements contemplated by this Base Prospectus or to advise any
investor or potential investor in Covered Bonds of any information coming to the attention of any of the
Dealers or the Arrangers.
The distribution of this Base Prospectus, any document incorporated herein by reference and any Final
Terms and the offering, sale and delivery of the Covered Bonds in certain jurisdictions may be restricted b y
law. Any persons into possession of this Base Prospectus or any Final Terms come are required by the
Issuer 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 Covered Bonds and on the
distribution of the Base Prospectus or any Final Terms and other offering material relating to the Covered
Bonds, see the section headed "Subscription and Sale" of this Base Prospectus. In particular, the Covered
Bonds have not been and wil not be registered under the United States Securities Act of 1933, as amended.
Subject to certain exceptions, Covered Bonds may not be offered, sold or delivered within the United States
of America or to U.S. persons.
Intesa Sanpaolo may offer and sel the Covered Bonds to or through one or more underwriters, dealers and
agents, including Intesa Sanpaolo, or directly to purchasers.
Neither this Base Prospectus, any supplement thereto, nor any Final Terms (or any part thereof) constitutes,
nor may they be used for the purpose of, an offer to sel any of the Covered Bonds, or a solic itation of an
offer to buy any of the Covered Bonds, by anyone in any jurisdiction or in any circumstances in which such
offer or solicitation is not authorised or is unlawful. Each recipient of this Base Prospectus or any Final
Terms is required and shal be taken to have made its own investigation and appraisal of the condition
(financial or otherwise) of the Issuer and the Guarantor.
The language of this Base Prospectus is English. Where a claim relating to the information contained in this
Base Prospectus is brought before a court in a member State of the European Economic Area (a Me mbe r
5

State), the plaintiff may, under the national legislation of the Member State where the claim is brought, be
required to bear the costs of translating the Base Prospectus before the legal proceedings are initiated.

This Base Prospectus may only be used for the purpose for which it has been published.
In this Base Prospectus, references to , euro or Euro are to the single currency introduced at the beginning
of the Third Stage of European Economic and Monetary Union pursuant to the Treaty on the Functioning of
the European Union, as amended; references to U.S.$ or U.S. Dollar are to the currency of the Unites States
of America; references to £ or UK Sterling are to the currency of the United Kingdom; references to Swiss
Franc are to the currency of the Swiss Confederation; references to Japanese Yen are to the c urrency of
the State of Japan; references to Italy are to the Republic of Italy; references to laws and regulations are,
unless otherwise specified, to the laws and regulations of Italy; and references to bil ions are to thousands
of mil ions.
Certain figures included in this Base Prospectus have been subject to rounding adjustments; accordingly,
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which preceded
them.
Each initial and subsequent purchaser of a Covered Bond wil be deemed, by its acceptance of the purchase
of such Covered Bond, to have made certain acknowledgements, representations and agreements intended
to restrict the resale or other transfer thereof as set forth therein and described in this Base Prospectus and,
in connection therewith, may be required to provide confirmation of its compliance with such resale or
other transfer restrictions in certain cases.
The Arrangers are acting for the Issuer and no one else in connection with the Programme and w ill not be
responsible to any person other than the Issuer for providing the protection afforded to clients of the Joint
Arrangers or for providing advice in relation to the issue of the Covered Bonds.
In connection with the issue of any Series or Tranche under the Programme, the Dealer (if any)
which is specified in the relevant Final Terms as the stabilising manager (the Stabilising Manager) or
any person acting for the Stabilising Manager may over-allot any such Series or Tranche or e ffect
transactions with a view to supporting the market price such Series or Tranche at a level higher than
that which might otherwise prevail for a limited period. However, there may be no obligation on the
Stabilising Manager (or any agent of the Stabilising Manager) to do this. Any stabilisation action may
begin on or after the date on which adequate public disclosure of the final terms of the offer of the
Covered Bonds is made and, if begun, may be ended at any time, but it must e nd no late r than the
earlier of 30 days after the issue date of the relevant Series or Tranche and 60 days after the date of
the allotment of any such Series or Tranche. Such stabilising shall be in compliance with all
applicable laws, regulations and rules.

IMPORTANT EEA RETAIL INVESTORS - If the Final Terms in respect of any Covered Bonds
include a legend entitled "Prohibition of Sales to EEA Retail Investors", the Covered Bonds 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 (i ) a customer within the meaning of Directive (UE)
2016/97, as amended (IDD), 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 sel ing the Covered Bonds or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering or
sel ing the Covered Bonds 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 in respect of any Covered Bonds
includes a legend entitled Prohibition of Sales to UK Retail Investors, the Covered Bonds 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 (i ) a customer
6

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 sel ing the Covered Bonds or otherwise making them available to retail investors in the UK has
been prepared and therefore offering or sel ing the Covered Bonds 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 Covered Bonds w ill
include a legend entitled "MiFID II Product Governance" which wil outline the target market assessment
in respect of the Covered Bonds and which channels for distribution of the Covered Bonds are appropriate.
Any person subsequently offering, sel ing or recommending the Covered Bonds (a "distributor") should
take into consideration the target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Covered Bonds (by either
adopting or refining the target market assessment) and determining appropriate distribution channels.A
determination wil 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 Rule s ), any
Dealer subscribing for any Covered Bonds is a manufacturer in respect of such Covered Bonds, but
otherwise neither the Arranger nor the Dealers nor any of their respective affiliates wil be a manufac turer
for the purpose of the MIFID Product Governance Rules.
UK MiFIR product governance / target market - The Final Terms in respect of any Covered Bonds w ill
include a legend entitled UK MiFIR Product Governance which wil outline the target market assessment in
respect of the Covered Bonds and which channels for distribution of the Covered Bonds are appropriate.
Any person subsequently offering, sel ing or recommending the Covered Bonds (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 Covered Bonds (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination wil 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
Covered Bonds is a manufacturer in respect of such Covered Bonds, but otherwise neither the Arrangers
nor the Dealers nor any of their respective affiliates wil be a manufacturer for the purpose of the UK
MIFIR Product Governance Rules.
7

OVERVIEW OF THE PROGRAMME
Covered Bondholders should read the detailed information set out in the section headed "Risk Factors"
which describes known material risks related to, inter alia, the Issuer, the Covered Bonds, the Covered
Bond Guarantee and the underlying assets of the Covered Bond Guarantee and in the section headed
"Selected Aspect of Italian Law" which describes certain aspect of Italian law relevant to the Portfolio and
the transfer of the Portfolio.
Words and expressions defined elsewhere in this Base Prospectus shal have the same meaning in this
overview. An index of certain defined terms is contained at the end of this Base Prospectus.

Structure Diagram
Quotaholders

Intesa
Stichting

Pricew aterhouseCo
Sanpaolo

Viridis 2
opers Busines s
(60%)

(40%)
Serv icer S.r.l.

Calculation Agent

True Sale of assets

Intesa Sanpaolo
ISP CB Ipotecario S.r.l.
Intesa Sanpaolo

Originator/Servicer/
Purchase Price
Covered Bon
d Guarantor
Asset Hedging
Issuer
Counterparty and

Liability Hedging
Counterparty
Subordinated Loan

Covered Bonds

Deloitte & Touche

Covered Bond Guarantee
S.p.A.
Inv estors

Asset Monitor
KPMG Fides Serv izi

di Amministrazione
S.p.A.

Representative of
Covered
Bondholders

Deutsche Bank

S.p.A.

Paying Agent

Structure Overview
The Programme
Under this Euro 25,000,000,000 Covered Bond Programme (the Programme), the Issuer may from time to
time issue Covered Bonds to one or more of the Dealers indicated on the cover page, and any additional
Dealers appointed from time to time under the Programme by the Issuer, in accordance with the Dealer
Agreement (the Dealers), whose appointment may be for a specific issue or on an ongoing basis.
The maximum aggregate principal amount of al Covered Bonds outstanding at any time under the
Programme wil not exceed Euro 25,000,000,000 (or its equivalent in other currencies). The Issuer may,
from time to time, increase the amount of the Programme in accordance with the terms of the Dealer
Agreement.
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The Covered Bonds wil be issued on a continuing basis to one or more of the Dealers.
Covered Bonds may be distributed on a syndicated or non-syndicated basis, in each case only in accordance
with the relevant sel ing restrictions. The method of distribution of each Series or Tranche wil be stated in
the relevant Final Terms.
Covered Bonds wil be issued in Series, but on different terms from each other, and each Series may
comprise one or more Tranches, subject to the terms set out in the relevant Final Terms in respec t of suc h
Series or Tranche.
Status of the Covered Bonds
The Covered Bonds wil constitute direct, unconditional, unsecured and unsubordinated obligations of the
Issuer, guaranteed by the Covered Bond Guarantee and wil rank pari passu without any preference among
themselves, except in respect of maturities of each Series or Tranche, and (save for any applicable statutory
provisions) at least equal y with al other present and future unsecured, unsubordinated obligations of the
Issuer having the same maturity of each Series or Tranche of the Covered Bonds, from time to time
outstanding.
The Covered Bond Guarantee and the Portfolio
In accordance with Law 130, by virtue of the Covered Bond Guarantee, the Covered Bondholders wil
benefit from a guarantee issued by the Covered Bond Guarantor which wil , in turn, hold a portfolio
consisting of some or al of the following assets:
(a)
residential mortgage loans (mutui ipotecari residenziali) that have a loan to value (LTV) that does
not exceed 80 per cent. and for which the hardening period with respect to the perfection of the
relevant mortgage has elapsed;
(b)
commercial mortgage loans (mutui ipotecari commerciali) that have an LTV that does not exceed
60 per cent. and for which the hardening period with respect to the perfection of the relevant
mortgage has elapsed;
(c)
asset backed securities for which a risk weight not exceeding 20 per cent. is applicable in
accordance with the Bank of Italy's prudential regulations for banks -- standardised approach --
provided that at least 95 per cent. of the relevant securitised assets are:
(i)
residential mortgage loans that have an LTV that does not exceed 80 per cent. and for
which the hardening period with respect to the perfection of the relevant mortgage has
elapsed;
(i )
commercial mortgage loans that have an LTV that does not exceed 60 per cent. and for
which the hardening period with respect to the perfection of the relevant mortgage has
elapsed;
(d)
securities issued by central governments meeting the requirements of Article 2, Paragraph 1 (c ) of
the MEF Decree,
provided that the cumulative amount of the assets described under items (b), (c)(i ) and (d) above may not
amount to more than 10 per cent. of the aggregate nominal value of the Portfolio.
In addition, the Portfolio may comprise Integration Assets, having the characteristics described under the
section headed "Description of the Portfolio", subject to the limitations set out in the MEF Decree.
Under the terms of the Covered Bond Guarantee, if the Issuer defaults in the payment on the due date
(subject to any applicable grace periods) of any monies due and payable under or pursuant to the Covered
Bonds, or if any other Issuer Event of Default occurs, the Covered Bond Guarantor has agreed (subject to as
described below) to pay, or procure to be paid, following service by the Representative of the Covered
Bondholders of a Notice to Pay, unconditional y and irrevocably to the Covered Bondholders, any amounts
due under the Covered Bonds on the Due for Payment Date. The obligations of the Covered Bond
Guarantor under the Covered Bond Guarantee constitute direct and (following the occurrence of an Issuer
Event of Default, the service of a Notice to Pay on the Issuer and the Covered Bond Guarantor or, if earlier,
the service on the Covered Bond Guarantor of a Covered Bond Guarantor Acceleration Notice)
unconditional, unsubordinated and limited recourse obligations of the Covered Bond Guarantor, backed by
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the Portfolio, as provided under the OBG Regulations. Payments made by the Covered Bond Guarantor
under the Covered Bond Guarantee wil be made subject to, and in accordance with, the relevant Priority of
Payments, as applicable.
Subordinated Loan Agreement
Pursuant to the Subordinated Loan Agreement, the Sel er has granted to the Covered Bond Guarantor the
Subordinated Loan with a maximum amount equal to the Programme Limit, plus any other amounts
necessary to ensure that the Mandatory Tests are met. Under the provisions of such agreement, upon the
relevant disbursement notice being filed by the Covered Bond Guarantor, the Sel er shal make advances to
the Covered Bond Guarantor in amounts equal to the relevant price of the Initial Portfolio and of any
Further Portfolio transferred from time to time to the Covered Bond Guarantor in view of (a) collateralising
the issue of further Covered Bonds or (b) carrying out an integration of the Portfolio, whether through
Eligible Assets or through Integration Assets, in order to cure a breach of the Mandatory Tests and of the
other tests provided for in the Portfolio Administration Agreement.
Amounts owed to the Sel er by the Covered Bond Guarantor under the Subordinated Loan Agreement w ill
be subordinated to amounts owed by the Covered Bond Guarantor under the Covered Bond Guarantee. Any
such amounts wil be repaid on each Guarantor Payment Date prior to the delivery of a Notice to Pay
according to the relevant Pre-Issuer Event of Default Principal Priority of Payments and within the limits of
the then Available Funds, provided that such repayment does not result in a breach of any of the Tests.
Following the service of a Notice to Pay, amounts owed under the Subordinated Loan Agreement shall be
repaid within the limits of the Available Funds, in accordance with the relevant Priority of Payments.
Servicing
Under the terms of the Servicing Agreement (i) the Servicer has agreed to administer and service the
Receivables (with the exception of the Defaulted Receivables classified as in sofferenza) and the Securities
and to carry out the collection activities relating to the Receivables and the Securities, on behalf of the
Covered Bond Guarantor; and (i ) the Special Servicers have agreed to administer and service the Defaulted
Receivables classified as in sofferenza. Under the Servicing Agreement, the Servicer has agreed to be
responsible for verifying that the transaction complies with the law and this Base Prospectus, in accordance
with the requirements of Law 130.
Cashflows
Prior to service of a Notice to Pay on the Covered Bond Guarantor the Covered Bond Guarantor wil :
(a)
apply Interest Available Funds to pay (subject to compliance with the Tests) interest due on the
Subordinated Loan, but only after payment of certain items ranking higher in the Pre-Issuer Event
of Default Interest Priority of Payments (including, but not limited to, payments due to the Hedging
Counterparties); and
(b)
apply Principal Available Funds towards (subject to compliance with the Tests) repaying the
Subordinated Loan, but only after payment of certain items ranking higher in the relevant Pre-Issuer
Event of Default Principal Priority of Payments (including, but not limited to, payments, if any, due
to the Hedging Counterparties).
For further details of the Pre-Issuer Event of Default Interest Priority of Payments and the Pre-Issuer Event
of Default Principal Priority of Payments, see the section headed "General Description of the Programme"
below.
Following service of a Notice to Pay on the Covered Bond Guarantor (but prior to a Covered Bond
Guarantor Event of Default and service of a Covered Bond Guarantor Acceleration Notice on the C overed
Bond Guarantor) the Covered Bond Guarantor wil use al monies to pay the Guaranteed Amounts in
respect of the Covered Bonds when due for payment subject to paying certain higher ranking obligations of
the Covered Bond Guarantor in the Post-Issuer Default Priority of Payments. In such circumstances, the
Sel er wil only be entitled to receive from the Covered Bond Guarantor payment of interest and repayment
of principal under the Subordinated Loan after al amounts due under the Covered Bond Guarantee in
respect of the Covered Bonds have been paid in full or have otherwise been provided for.
Following the occurrence of a Covered Bond Guarantor Event of Default and service of a Covered Bond
Guarantor Acceleration Notice on the Covered Bond Guarantor, the Covered Bonds wil become
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