Obligation Intesa San Paolo 5.75% ( XS0365303675 ) en EUR

Société émettrice Intesa San Paolo
Prix sur le marché 100 %  ▼ 
Pays  Italie
Code ISIN  XS0365303675 ( en EUR )
Coupon 5.75% par an ( paiement annuel )
Echéance 28/05/2018 - Obligation échue



Prospectus brochure de l'obligation Intesa Sanpaolo XS0365303675 en EUR 5.75%, échue


Montant Minimal 50 000 EUR
Montant de l'émission 1 000 000 000 EUR
Description détaillée 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 XS0365303675, paye un coupon de 5.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 28/05/2018







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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., as Guarantor and
INTESA SANPAOLO BANK IRELAND p.l.c.
(incorporated with limited liability in Ireland under registered number 125216)
as Issuer
50,000,000,000
Global Medium Term Note Programme
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Under the 50,000,000,000 Global Medium Term Note Programme (the "Programme") described in this Prospectus, Intesa
Sanpaolo S.p.A. ("Intesa Sanpaolo") and Intesa Sanpaolo Bank Ireland p.l.c. ("INSPIRE") (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 26 and any
additional Dealer appointed under the Programme from time to time (each a "Dealer" and together the "Dealers"). References in
this 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 will be constituted by an amended and restated trust deed dated 9th January, 2008 (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"). The payments of all amounts due in respect of the Notes issued by INSPIRE ("Guaranteed Notes") will be
unconditionally and irrevocably guaranteed by Intesa Sanpaolo pursuant to the Trust Deed.
Pursuant to the Programme, the Issuers may issue Notes denominated in any currency agreed with the relevant Dealer. Notes
issued under the Programme will not have denominations of less than 1,000. The aggregate nominal amount of all Notes from
time to time outstanding under the Programme will not exceed 50,000,000,000 (or its equivalent in other currencies calculated
as described herein).
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see "Risk
Factors" on page 14.
This Prospectus has been approved as a base prospectus issued in compliance with Directive 2003/71/EC (the "Prospectus
Directive") by the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority in
Luxembourg for the purposes of the Prospectus Directive. Application has been made by the Issuers for Notes during the period
of twelve months after the date hereof 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. In addition, pursuant to Article 18 of the Prospectus Directive, the
Issuers have requested the CSSF to issue a certificate of approval of this Prospectus, together with a copy of this Prospectus, to
the Irish Financial Services Regulatory Authority in its capacity as competent authority in Ireland.
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 Issuer.
Joint Arrangers
Banca IMI
Deutsche Bank
Dealers
ABN AMRO
Banca IMI
Barclays Capital
CALYON Crédit Agricole CIB
Citi
Commerzbank Corporates & Markets
Credit Suisse
Deutsche Bank
Dexia Capital Markets
Dresdner Kleinwort
Goldman Sachs International
HSBC
Intesa Sanpaolo S.p.A.
JPMorgan
Lehman Brothers
Merrill Lynch International
Morgan Stanley
Natixis
The Royal Bank of Scotland
UBS Investment Bank
The date of this Prospectus is 9th January, 2008


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TABLE OF CONTENTS
SUMMARY ..
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RISK FACTORS
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GENERAL DESCRIPTION OF THE PROGRAMME ..
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DOCUMENTS INCORPORATED BY REFERENCE ..
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FURTHER PROSPECTUSES AND SUPPLEMENTS ..
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FORMS OF THE NOTES AND TRANSFER RESTRICTIONS RELATING TO U.S. SALES
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TERMS AND CONDITIONS OF THE NOTES..
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FORM OF FINAL TERMS FOR NOTES WITH A DENOMINATION OF AT
LEAST 50,000
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FORM OF FINAL TERMS FOR NOTES WITH A DENOMINATION OF LESS
THAN 50,000
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DESCRIPTION OF INTESA SANPAOLO S.p.A. ..
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DESCRIPTION OF INTESA SANPAOLO BANK IRELAND p.l.c. ..
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TAXATION ..
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SUBSCRIPTION AND SALE ..
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GENERAL INFORMATION
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APPENDIX 1 ­ BANCA INTESA S.p.A. ­ AUDITED CONSOLIDATED ANNUAL
BALANCE SHEETS AND INCOME STATEMENTS
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APPENDIX 2 ­ SANPAOLO IMI S.p.A. ­ AUDITED CONSOLIDATED ANNUAL
BALANCE SHEETS AND INCOME STATEMENTS
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This Prospectus comprises a base prospectus for each Issuer for the purposes of Article 5.4 of the
Prospectus Directive.
Both Intesa Sanpaolo and INSPIRE accept responsibility for the information contained in this
document. To the best of the knowledge of each of Intesa Sanpaolo and INSPIRE, 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 does not omit anything likely to affect the import of such information.
This Prospectus should be read and construed together with any supplements hereto and with any
other documents 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).
Both Intesa Sanpaolo and INSPIRE have confirmed to the Dealers that this 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 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 give any information or to make any representation not
contained in or not consistent with this Prospectus or any other document entered into in relation
to the Programme or any information supplied by Intesa Sanpaolo and INSPIRE or such other
information as is in the public domain and, if given or made, such information or representation
should not be relied upon as having been authorised by Intesa Sanpaolo, INSPIRE, 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 Prospectus. Neither the delivery of this Prospectus or 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 Prospectus is true subsequent to the date hereof or the date upon which this
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 and its consolidated subsidiaries (the "Intesa Sanpaolo
Group") since the date hereof or the date upon which this 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 Prospectus and any Final Terms and the offering, sale and delivery of the
Notes in certain jurisdictions may be restricted by law. Persons into whose possession this
Prospectus or any Final Terms comes are required by each of Intesa Sanpaolo, INSPIRE 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
Prospectus or any Final Terms and other offering material relating to the Notes, see "Subscription
and Sale" and "Form of the Notes and Transfer Restrictions relating to U.S. Sales". 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 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") and in the United States to
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qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in
reliance on Rule 144A. In addition, prospective purchasers of Notes are hereby notified that a seller
of Notes may be relying on the exemption from the registration requirements of Section 5 of the
Securities Act provided by Rule 144A.
Neither this Prospectus nor any Final Terms constitute an offer or an invitation to subscribe for or
purchase any Notes and should not be considered as a recommendation by Intesa Sanpaolo,
INSPIRE, the Trustee, the Dealers or any of them that any recipient of this Prospectus or any Final
Terms should subscribe for or purchase any Notes. Each recipient of this 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 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 50,000,000,000 (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)). 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 as defined under "Subscription and Sale".
In this 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 and references to "EUR", "euro", "euros"
or "" are to the single currency introduced at the start of the third stage of European Economic
and Monetary Union pursuant to the Treaty establishing the European Communities, as amended.
Certain figures included in this 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.
In connection with the issue of any Tranche of Notes under the Programme, 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, 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 terms of the offer of the relevant Tranche of Notes is made
and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days
after the issue date of the 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 Manager(s) (or persons acting on behalf of any
Stabilising Manager(s)) in accordance with all applicable laws and rules.
To permit compliance with Rule 144A under the Securities Act in connection with the resale of
Notes that are "Restricted Securities" (as defined in Rule 144(a)(3) under the Securities Act), the
Issuers will furnish upon the request of a holder of such Notes or of a beneficial owner of an
interest therein, to such holder or beneficial owner or to a prospective purchaser designated by
such holder or beneficial owner, the information required to be delivered under Rule 144A(d)(4)
under the Securities Act and will otherwise comply with the requirements of Rule 144A(d)(4) under
the Securities Act, if at the time of such request, the relevant Issuer is not a reporting company
under Section 13 or Section 15(d) of the United States Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or exempt from reporting pursuant to Rule 12g3-2(b) under the
Exchange Act.
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NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT NOR AN APPLICATION FOR A
LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE OR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE STATE OF
NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE
AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION
OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS
OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER,
CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
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 1st January, 2007. Pursuant to the merger,
Sanpaolo IMI S.p.A. merged by incorporation into Banca Intesa S.p.A. which, upon completion of
the merger, changed its name to Intesa Sanpaolo S.p.A. Accordingly, in this Prospectus:
(i)
references to "Intesa Sanpaolo" are to Intesa Sanpaolo S.p.A. in respect of the period since
1st January, 2007 and references to the "Group" or to the "Intesa Sanpaolo Group" are to
Intesa Sanpaolo and its subsidiaries in respect of the same period (with the exception of
certain pro forma financial data, which relate to the years ended 31st December, 2005 and
2006, and the six months ended 30th June, 2006);
(ii) references
to
"Banca Intesa" or "Intesa" are to Banca Intesa S.p.A. in respect of the period
prior to 1st January, 2007 and references to the "Banca Intesa Group" or to the "Intesa
Group" are to Banca Intesa and its subsidiaries in respect of the same period; and
(iii)
references to "Sanpaolo IMI" are to Sanpaolo IMI S.p.A. and references to "Sanpaolo IMI
Group" are to Sanpaolo IMI and its subsidiaries.
The Irish banking subsidiaries of the Intesa Sanpaolo Group, Intesa Bank Ireland p.l.c. ("IBI") and
Intesa Sanpaolo Bank Ireland p.l.c. (formerly known as Sanpaolo IMI Bank Ireland p.l.c.)
("INSPIRE") have been fully integrated during 2007, with IBI transferring substantially all its assets
and liabilities to INSPIRE. Following the cessation of its banking business, IBI was placed into
voluntary liquidation on 30th November, 2007.
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SUMMARY
This Summary must be read as an introduction to this Prospectus. Any decision to invest in any
Notes should be based on a consideration of this Prospectus as a whole, including the documents
incorporated by reference. Following the implementation of the relevant provisions of the
Prospectus Directive in each EEA State no civil liability will attach to the persons responsible for
this Summary in any such EEA State in respect of this Summary, including any translation hereof,
unless it is misleading, inaccurate or inconsistent when read together with the other parts of this
Prospectus. Where a claim relating to information contained in this Prospectus is brought before a
court in an EEA State, the claimant may, under the national legislation of the EEA State where the
claim is brought, be required to bear the costs of translating the Prospectus before legal
proceedings are initiated.
Words and expressions defined in the "Terms and Conditions of the Notes" or elsewhere in this
Prospectus have the same meaning in this section.
Summary of Intesa Sanpaolo S.p.A.
Intesa Sanpaolo is the surviving entity following the merger by incorporation of Sanpaolo IMI S.p.A.
with and into Banca Intesa S.p.A., which was completed on 1st January, 2007. Upon completion of
the merger, the surviving entity changed its name from Banca Intesa S.p.A. to Intesa Sanpaolo
S.p.A.
Legal status and information
Intesa Sanpaolo is a company limited by shares, incorporated in 1925 under the laws of Italy and
registered with the Companies' Registry of Turin under registration number 00799960158. It is also
registered on the National Register of Banks under no. 5361 and is the parent company of "Gruppo
Intesa Sanpaolo".
Registered office
Intesa Sanpaolo's registered office is at Piazza San Carlo 156, 10121 Turin and its telephone
number is +39 0115551. Intesa Sanpaolo's secondary office is at Via Monte di Pietà 8, 20121
Milan.
Objects
The objects of Intesa Sanpaolo are deposit-taking and the carrying-on of all forms of lending
activities, including through its subsidiaries. Intesa Sanpaolo may also, in compliance with laws and
regulations applicable from time to time and subject to obtaining the required authorisations,
provide all banking and financial services, including the establishment and management of open-
ended and closed-ended supplementary pension schemes, as well as the performance of any
other transactions that are incidental to, or connected with, the achievement of its objects.
Share capital
At 30th September, 2007, Intesa Sanpaolo's issued and paid-up share capital amounted to
6,646,547,922.56, divided into 12,781,822,928 shares with a nominal value of 0.52 each, in turn
comprising 11,849,332,367 ordinary shares and 932,490,561 non-convertible savings shares.
Organisational structure
The Banca Intesa Group was itself the result of a series of mergers. Formed in 1998 from the
merger of Cariplo and Ambroveneto, it grew further in 1999, when Cassa di Risparmio di Parma e
Piacenza and Banca Popolare FriulAdria joined the group and, in the same year, it launched a
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tender offer on 70 per cent. of the share capital of Banca Commerciale Italiana, which was
subsequently incorporated into the Group in 2001.
Sanpaolo IMI was also the result of a merger: in 1998, between Istituto Bancario San Paolo di
Torino and Istituto Mobiliare Italiano, as well as the subsequent integration of Banco di Napoli in
2000 and Gruppo Cardine in 2002. The Sanpaolo IMI Group was capable of successfully
integrating and exploiting the diversity of its component parts, as shown by its "National Territorial
Bank" business model, which involved the maintenance and promotion of regional brands.
In view of the increasing acceleration of the consolidation process in the domestic banking system
in Italy, the proven capability of growth via integration processes and the results achieved, Intesa
Sanpaolo believes that the merger between Sanpaolo IMI and Banca Intesa is consistent with the
history and strategy of the two groups.
The Intesa Sanpaolo Group formed from the merger operates in Italy:
·
in terms of distribution network, with about 5,800 branches (taking into account the disposals
envisaged under the merger plan) with a uniform geographic coverage over the entire
country, particularly in the wealthiest regions;
·
in the retail, private and SME segments, with a retail customer base of 10.7 million;
·
in corporate and investment banking, factoring, trade finance, project and acquisition finance
and syndicated lending, the capital markets segment and market-making activities;
·
in the public entities and infrastructure sector; and
·
in asset management, through Eurizon Capital and Eurizon Investimenti, in bancassurance
through EurizonVita and in the financial advisor sector through Banca Fideuram.
Furthermore, the Intesa Sanpaolo Group, due to the complementary presence of Sanpaolo IMI
and Banca Intesa in the markets of Central and Eastern Europe and the Mediterranean basin has
considerably strengthened its coverage and commercial effectiveness in this area, where it
operates in 12 countries, with more than 1,200 branches and total assets of about 37 billion.
The organisational model of the new group is based on the following business units: "Banca dei
Territori Division", "Corporate & Investment Banking Division", "Public Finance", "International
Subsidiary Banks Division", "Eurizon Capital", "Eurizon Investimenti", "Banca Fideuram". In
addition, there is the Corporate Centre.
In line with the provisions of IAS 14 regarding Segment Reporting, the management approach has
been taken with primary reporting based on the segmentation into business areas, as this reflects
the responsibilities introduced with the Group's new organisational structure. In addition to
responding to an organisational logic, the business areas are an aggregation of business lines
similar in the type of products and services they sell and in their regulatory context of reference.
The Banca dei Territori Division has the mission to serve individual customers, small businesses
and SMEs.
To serve non-profit entities, a bank has been recently set up, Banca Prossima, which operates
through the Group's branches, with regional centres and a team of specialists.
This Division also includes the product companies specialised in industrial credit, consumer credit,
bancassurance, private banking, fiduciary services and electronic payment systems.
The Corporate & Investment Banking Division has the mission to serve Italian and International
Corporates and Financial Institutions by means of Corporate Branches, Foreign Branches,
Representative Offices and the Group's International Corporate Subsidiaries, creating value
through the offer of corporate banking products and services (ordinary and specialised credit,
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transaction services, trade finance etc.), as well as through Investment Banking (M&A advisory,
structured finance) and Capital Markets via Banca IMI, Merchant Banking and Factoring activities.
The purpose of the Public Finance unit through Banca Infrastrutture Innovazione e Sviluppo is to
serve Governments, Public Entities, Local Entities, Public Utilities, Healthcare structures and
General Contractors by developing financing activities and ordinary bank operations, project
financing, securitisations, financial advisory, assisting initiatives and investment projects in key
infrastructures, healthcare, research and projects of public utility, through a unique competence
centre in Italy, capable of favouring the co-operation between public and private sectors at the
service of the growth of the Country.
The strategic guidelines for the International Subsidiary Banks Division are mainly oriented to
an improvement in the Group's positioning in the countries where it is present, realising revenue
synergies especially by leveraging on Centres of Excellence (leasing, credit cards, consumer
credit, etc.). Important cost synergies are expected from the integration processes finalised in
Bosnia (merger between UPI Banka and LTG Banka completed in July), Hungary (integration
between CIB - Central European International Bank and IEB ­ Inter Europa Bank completed at the
beginning of 2008), Albania (integration between Banca Italo Albanese and ABA - American Bank
of Albania completed at the beginning of 2008) and Serbia (integration between BIB - Banca Intesa
Beograd and Panonska Banka completed at the beginning of 2008).
As of the beginning of 2008 the merger of Eurizon Financial Group with Intesa Sanpaolo was
effective. As a consequence, the business lines previously under Eurizon Financial Group's control
reported directly to Intesa Sanpaolo, as of said date: the insurance business run by EurizonVita
(included in Banca dei Territori Division), the asset-gathering activities performed by Banca
Fideuram's network of financial advisors serving customers with medium to high savings potential
and asset management carried out by Eurizon Capital. As of the end of 2007, this latter business
is performed also by Eurizon Investimenti, which comprises the activities attributable to 65% of
Nextra Investment Management sold by Banca Intesa to Crédit Agricole in December 2005 and
repurchased in December 2007.
Summary of Intesa Sanpaolo Bank Ireland p.l.c.
Intesa Sanpaolo Bank Ireland p.l.c. ("INSPIRE") was incorporated in Ireland on 22nd September,
1987 under the Irish Companies Acts 1963 to 1986 (now the Companies Acts 1963 to 2005, as
amended) and has changed its legal name from time to time since its date of incorporation, most
recently on 31st August, 2007 to its current legal name. INSPIRE holds a banking licence pursuant
to section 9 of the Central Bank Act, 1971. As a fully licensed bank in Ireland, INSPIRE is regulated
by the Irish Financial Services Regulatory Authority as a constituent part of the Central Bank and
Financial Services Authority of Ireland ("IFSRA"). INSPIRE is registered with the Registrar of
Companies in Dublin under registration number 125216. Its registered office is located at 3rd floor,
KBC House, 4 George's Dock, IFSC Dublin 1 (tel: +353 1 6726 720). INSPIRE is a wholly owned
subsidiary of Intesa Sanpaolo and it has no active subsidiaries.
Since its incorporation, INSPIRE has been active in various segments of banking business. Its
main activity is international lending to corporate and credit institutions, intra-group lending,
management of a portfolio of investment securities and treasury activities.
INSPIRE currently has 28 employees.
Summary of the Notes
Form of Notes
Notes may be issued in bearer form ("Bearer Notes") or registered form ("Registered Notes"), as
specified in the relevant Final Terms. Bearer Notes will not be exchangeable for Registered Notes
and Registered Notes will not be exchangeable for Bearer Notes. No single Series or Tranche may
comprise both Bearer Notes and Registered Notes.
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Currencies
Notes may be denominated in any currency, subject to compliance with all applicable legal and/or
regulatory and/or central bank requirements. Payments in respect of Notes may, subject to such
compliance, be made in and/or linked to, any currency or currencies other than the currency in
which such Notes are denominated.
Maturities
Any maturity, subject, in relation to specific currencies, to compliance with all applicable legal
and/or regulatory and/or central bank requirements.
Denominations
Notes will be issued in such denominations as may be specified in the relevant Final Terms, subject
to compliance with all applicable legal and/or regulatory and/or central bank requirements and
save that, subject to any minimum denomination of Notes to be issued by INSPIRE, the minimum
denomination of each Note admitted to trading on a regulated market within the European
Economic Area or offered to the public in a Member State of European Economic Area in
circumstances which require the publication of a prospectus under the Prospectus Directive will be
1,000 (or, if Notes are denominated in a currency other than Euro, the equivalent amount in such
currency).
Redemption
Notes may be redeemed at par or at such other Redemption Amount (detailed in a formula, index
or otherwise) as may be specified in the relevant Final Terms. Notes may also be redeemable in
two or more instalments on such dates and in such manner as may be specified in the relevant
Final Terms.
Governing law
The Notes and the Trust Deed will be governed by English law, save that the subordination
provisions applicable to Intesa Sanpaolo Subordinated Notes and the subordination provisions
which relate to the Subordinated Guarantee will be governed by, and construed in accordance with,
Italian law and the subordination provisions applicable to INSPIRE Subordinated Notes will be
governed by, and construed in accordance with, Irish law.
Listing and admission to trading
The Luxembourg Stock Exchange and/or any other stock exchange (as may be agreed between
Intesa Sanpaolo and/or INSPIRE and the relevant Dealer and specified in the relevant Final Terms)
or may be unlisted.
Summary of Risk Factors
The purchase of Notes may involve substantial risks and is suitable only for investors who have the
knowledge and experience in financial and business matters necessary to enable them to evaluate
the risks and the merits of an investment in the Notes. Material risks that may affect either the
Issuer's ability to fulfil its obligations under Notes issued under the Programme include risks related
to the merger, the Intesa Sanpaolo Group's exposure to credit risk and credit losses, country risk,
funding and liquidity risk, issuer and counterparty risk, market risk, currency risk, insurance risks
and operational risks. Material risks relating to the structure of a particular issuance of Notes may
(depending on the terms of the particular issue) include that the market price of the Notes may be
volatile, the Notes may not pay interest or the payment of interest may depend on the market value
of other securities, and payment of principal or interest may occur at different times or in a different
currency from that expected. Please see the heading "Risk Factors".
9


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Summary Consolidated Financial Information
The following tables present, for information purposes only, certain consolidated annual and half-
yearly financial information relating to the Intesa Sanpaolo Group. The annual financial information
relating to the years 2005 and 2006 has been derived from the 2006 annual report of Banca Intesa
and the half-yearly financial information relating to the first six months of 2007 and 2006 is derived
from Intesa Sanpaolo's 2007 half-yearly report. Such financial information has been presented in
reclassified form and, furthermore, is not derived directly from the audited consolidated annual
financial statements of Banca Intesa or from Intesa Sanpaolo's half-yearly financial statements.
Furthermore, (i) the 2005 annual financial information set out below has been restated in order to
be more consistent for comparative purposes with the 2006 annual figures (ii) the 2006 half-yearly
financial information set out below are relative to Banca Intesa Group. All the financial information
below should be read in conjunction with the consolidated annual financial statements of the Banca
Intesa Group and half-yearly financial statements of the Intesa Sanpaolo Group, which are
incorporated by reference in the Prospectus.
RECLASSIFIED CONSOLIDATED ANNUAL BALANCE SHEETS
Assets
31/12/06
31/12/05(1)
Unaudited Unaudited
1111
1111
(in millions of Euro)
Financial assets held for trading
..
..
..
..
..
..
..
..
..
..
46,328
51,067
Financial assets available for sale ..
..
..
..
..
..
..
..
..
..
5,518
4,380
Investments held to maturity
..
..
..
..
..
..
..
..
..
..
..
2,823
2,810
Due from banks
..
..
..
..
..
..
..
..
..
..
..
..
..
..
30,363
27,184
Loans to customers..
..
..
..
..
..
..
..
..
..
..
..
..
..
190,830
168,767
Investments in associates and companies subject to joint control ..
..
2,183
2,099
Property, equipment and intangible assets ..
..
..
..
..
..
..
..
4,309
4,279
Tax assets ..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
2,502
3,055
Non-current assets held for sale and discontinued operations..
..
..
69
3,739
Other assets
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
6,856
6,380
1111
1111
Total Assets
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
291,781
273,760
aaaa
aaaa
Liabilities and Shareholders' Equity
31/12/06
31/12/05(1)
Unaudited Unaudited
1111
1111
(in millions of Euro)
Due to banks ..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
39,954
31,760
Direct customer deposits
..
..
..
..
..
..
..
..
..
..
..
..
202,762
187,207
Financial liabilities held for trading ..
..
..
..
..
..
..
..
..
..
15,648
21,249
Tax liabilities
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
1,474
1,057
Liabilities associated with non-current assets held for sale
and discontinued operations ..
..
..
..
..
..
..
..
..
..
..
63
3,716
Other liabilities ..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
9,589
8,427
Allowances for specific purpose
..
..
..
..
..
..
..
..
..
..
3,273
2,819
Share capital
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
3,613
3,596
Reserves
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
10,785
9,255
Valuation reserves ..
..
..
..
..
..
..
..
..
..
..
..
..
..
1,209
829
Minority interests
..
..
..
..
..
..
..
..
..
..
..
..
..
..
852
820
Net income ..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
..
2,559
3,025
1111
1111
Total Liabilities and Shareholders' Equity ..
..
..
..
..
..
..
291,781
273,760
aaaa
aaaa
(1)
Figures restated on a consistent basis, considering changes in the consolidation area.
10


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