Obligation Intesa Sanpaolo 0% ( XS2211573543 ) en USD

Intesa Sanpaolo

100 % ▼

Italie

XS2211573543 ( en USD )

21/08/2023 - Obligation échue

Prospectus brochure de l'obligation Intesa Sanpaolo XS2211573543 en USD 0%, échue

100 USD

70 000 USD

Intesa Sanpaolo est une banque italienne multinationale, l'une des plus grandes d'Europe, offrant une large gamme de services financiers aux particuliers, entreprises et institutions.

L'Obligation émise par Intesa Sanpaolo ( Italie ) , en USD, avec le code ISIN XS2211573543, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 21/08/2023

BASE PROSPECTUS

INTESA SANPAOLO S.p.A.
(incorporated as a società per azioni in the Republic of Italy)
WARRANTS AND CERTIFICATES PROGRAMME
IMI CORPORATE & INVESTMENT BANKING
Under the terms of its Warrants and Certificates Programme IMI Corporate & Investment Banking (the
"Programme"), Intesa Sanpaolo S.p.A. ("Intesa Sanpaolo" or the "Issuer" or the "Bank") 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"). If so
specified in the relevant Final Terms, the Issuer may issue Certificates under the Programme described as "green"
("Green Certificates"), "climate" ("Climate Certificates"), "social" ("Social Certificates"), "sustainability"
("Sustainability Certificates").
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 16 July 2019 as amended (the
"Prospectus Law 2019"), which implements the Regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017, as amended (the "Prospectus Regulation") to approve this document as a base prospectus.
This Base Prospectus has been approved by the CSSF, as competent authority under the Prospectus Regulation. The
CSSF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and
consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the
Issuer or the quality of the securities that are the subject of this Base Prospectus; investors should make their own
assessment as to the suitability of investing in the Securities. The CSSF gives no undertaking as to the economic and
financial soundness of the transaction or the quality or solvency of the Issuer in line with the provisions of Article 6
(4) of the Prospectus Law 2019.
Application has also been made to the Luxemburg Stock Exchange for Securities issued under the Programme to be (i)
listed on the official list of the Luxembourg Stock Exchange (the "Official List") and (ii) admitted to trading on the
Luxembourg Stock Exchange's regulated market (the "Luxembourg Stock Exchange Regulated Market")
(including the professional segment of the regulated market of the Luxembourg Stock Exchange) and the multilateral
trading facilities, EuroMTF, of the Luxembourg Stock Exchange (the "EuroMTF") (including the professional

segment of the Euro MTF). The Luxembourg Stock Exchange Regulated Market is a regulated market for the
purposes of the Directive 2014/65/EU, as amended (the "MiFID II"). The EuroMTF is not a regulated market for the
purposes of MiFID II, 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 Regulation; 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 (i.e. a benchmark which
has been recognised as critical benchmark or a benchmark whose administrator is based in a non-EU jurisdiction and
does not satisfy the "equivalence" conditions (according to Article 30 of the BMR) or is not"recognised" pending such
a equivalence decision (according to Article 32 of the BMR) or is not "endorsed" for such purpose (according to
Article 33 of the BMR)) 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

2

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
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.
This Base Prospectus is valid for a period of twelve months from the date of its approval (i.e. 23 May 2023). For the
avoidance of doubt, the Issuer shall have no obligation to supplement this Base Prospectus in the event of significant
new factors, material mistakes or material inaccuracies when this Base Prospectus is no longer valid.
The date of this Base Prospectus is 23 May 2022.

3

IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus for the purposes of Article 8 of the Prospectus
Regulation.
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

4

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).
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.

5

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 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, Croatia, France, Hungary, Ireland, Italy,
Slovakia, Slovenia and Spain) (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
(each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus
Regulation, 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(1) of the Prospectus Regulation or publish a supplement to a prospectus pursuant to
Article 23 of the Prospectus Regulation, in each case, in relation to such offer, or (ii) if a
prospectus for such offer has been approved by the competent authority in that Relevant
Member State or, 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 Regulation, provided that any such prospectus has subsequently
been completed by final terms which specify that offers may be made other than pursuant to
Article 1(4) of the Prospectus Regulation in that Relevant Member State, 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

6

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.
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.
CERTAIN DEFINITIONS
Intesa Sanpaolo is the surviving entity from the merger between Banca Intesa S.p.A. and Sanpaolo IMI
S.p.A., which was completed with effect from 1 January 2007. Pursuant to the merger, Sanpaolo IMI
S.p.A. merged by incorporation into Banca Intesa S.p.A. which, upon completion of the merger,
changed its name to Intesa Sanpaolo S.p.A. Accordingly, in this Base Prospectus:
-
references to "Intesa Sanpaolo" are to Intesa Sanpaolo S.p.A. in respect of the period since 1
January 2007 and references to the "Intesa Sanpaolo Group" are to Intesa Sanpaolo and its
subsidiaries in respect of the same period;
-
references to "Banca Intesa" or "Intesa" are to Banca Intesa S.p.A. in respect of the period
prior to 1 January 2007 and references to the "Banca Intesa Group" are to Banca Intesa and
its subsidiaries in respect of the same period; and
-
references to "Sanpaolo IMI" are to Sanpaolo IMI S.p.A. in respect of the period prior to 1
January 2007 and references to "Sanpaolo IMI Group" are to Sanpaolo IMI and its
subsidiaries in respect of the same period.
In this Base Prospectus, unless the contrary intention appears, a reference to a law or a provision of a
law is a reference to that law or provision as extended, amended or re-enacted.

7

TABLE OF CONTENTS
Page
IMPORTANT INFORMATION .............................................................................................................. 4
GENERAL DESCRIPTION OF THE PROGRAMME ........................................................................ 9
RISK FACTORS ..................................................................................................................................... 17
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................... 60
TERMS AND CONDITIONS OF THE SECURITIES ........................................................................ 63
1. Type, Title and Transfer ....................................................................................................................... 65
2. Status of the Securities ......................................................................................................................... 69
3. Definitions ............................................................................................................................................ 70
4. Physical Delivery provisions .............................................................................................................. 134
5. Illegality and force majeure ................................................................................................................ 137
6. Hedging Disruption ............................................................................................................................ 138
7. Purchases and Cancellation ................................................................................................................ 138
8. Agents, Determinations, Meetings of Securityholders and Modifications ......................................... 138
9. Notices ................................................................................................................................................ 141
10. Expenses and Taxation ....................................................................................................................... 141
11. Further Issues ...................................................................................................................................... 142
12. Substitution of the Issuer .................................................................................................................... 142
13. Governing Law and Jurisdiction ......................................................................................................... 142
14. Prescription ......................................................................................................................................... 143
15. Market Disruption Events and Adjustment Events ............................................................................ 143
16. Adjustments for European Monetary Union ....................................................................................... 176
17. Acknowledgement of the Italian Bail-in Power ................................................................................. 177
18. Contracts (Rights of Third Parties) Act 1999 ..................................................................................... 178
19. Exercise rights and procedures (only applicable to Warrants) ........................................................... 178
20. Minimum and Maximum Amount of Warrants Exercisable (only applicable to Warrants) .............. 184
21. Exercise Procedure (only applicable to Certificates) .......................................................................... 185
22. Physical Delivery Confirmation Notices and Settlement (only applicable if Physical Delivery
Confirmation Notice is specified as applicable in the relevant Final Terms) ..................................... 190
23. Pay-out provisions .............................................................................................................................. 193
24. Reverse Split of Turbo Certificates .................................................................................................... 243
ANNEX TO THE TERMS AND CONDITIONS OF THE SECURITIES - .................................... 245
USE OF PROCEEDS ............................................................................................................................ 249
DESCRIPTION OF THE ISSUER ...................................................................................................... 250
REGULATORY SECTION .................................................................................................................. 291
OVERVIEW OF THE FINANCIAL INFORMATION OF THE INTESA SANPAOLO
GROUP .............................................................................................................................................. 316
OFFERING AND SALE ....................................................................................................................... 324
FORM OF FINAL TERMS .................................................................................................................. 330
TAXATION ............................................................................................................................................ 363
IMPORTANT INFORMATION RELATING TO PUBLIC OFFERS OF SECURITIES ............ 400
GENERAL INFORMATION ............................................................................................................... 406

8

GENERAL DESCRIPTION OF THE PROGRAMME
The following general description of the programme does not purport to be complete and is taken
from, and is qualified in its entirety by, the remainder of this Base Prospectus and, in relation to
the terms and conditions of any particular Tranche of Securities, the applicable Final Terms. The
Issuer may determine that Securities shall be issued in a form other than that contemplated in the
Terms and Conditions, in which case, in relation to listed Securities only and if appropriate, a
supplement to this Base Prospectus will be published.
This description constitutes a general description of the Programme for the purposes of Article 25 of
Commission Delegated Regulation (EU) No. 2019/980 (the "Prospectus Commission Delegated
Regulation") supplementing the Prospectus Regulation.
Words and expressions defined in the Terms and Conditions of the Securities and in the remainder of
this Base Prospectus shall have the same meanings in this general description.
Issuer:
Intesa Sanpaolo S.p.A.
Description:
Warrants and Certificates Programme IMI Corporate &
Investment Banking
Certain Restrictions:
Each issue of Securities denominated in a currency in respect
of which particular laws, guidelines, regulations, restrictions
or reporting requirements apply will only be issued in
circumstances which comply with such laws, guidelines,
regulations, restrictions or reporting requirements from time
to time (see "Offering and Sale").
Principal Security Agent,
Société Générale Luxembourg
Registrar and Luxembourg
Listing Agent:
Calculation Agent:
The Issuer or such other calculation agent specified in the
applicable Final Terms.
Settlement Currencies:
Euro, U.S. dollars or any other currency or currencies selected
by the Issuer or any Manager, subject to compliance with all
applicable legal and/or regulatory and/or central bank
requirements. The Issuer may issue Securities in respect of
which the Cash Settlement Amount and/or Early Redemption
Amounts and/or Remuneration Amounts may be payable, as
specified in the applicable Final Terms, in one or more
currencies (Settlement Currency as specified in the
applicable Final Terms) which may be different from the
currency in which the Issue Price was denominated (Issue
Currency as specified in the applicable Final Terms) (Dual
Currency Securities).
Issue Price:
Certificates may be issued at such price as shall be
determined by the Issuer or any Manager appointed in respect
of the issue subject to compliance with all applicable legal
and/or regulatory and/or central bank requirements. The Issue
Price will be specified in the applicable Final Terms. If the
applicable Final Terms will provide for the Discount Price,
the Issue Price will be considered in order to calculate the
Multiplier.

9

Offer Price:
Certificates may be offered in the context of a Public Offer or
in circumstances where there is an exemption from the
obligation under the Prospectus Regulation to publish a
prospectus, at such price as specified in the applicable Final
Terms (the "Offer Price"). The Offer Price may be equal to
the Issue Price, or such other price as specified in the
applicable Final Terms.
Discount Price:
The initial price at which the Certificates will be traded on the
market may be determined on the basis of the Discount Price
specified in the applicable Final Terms. The Discount Price
will be lower than the Issue Price. The Discount Price will be
applicable only in relation to Certificates to be admitted to
listing and/or trading without prior offer.
Purchase Price:
The Digital Certificates may be subscribed by the investor in
an exempt offer at the Purchase Price, if so specified in the
applicable Final Terms. The Purchase Price will be lower than
the Issue Price.
Premium:
Warrants may be issued at such price (premium) as shall be
determined by the Issuer or any Manager appointed in respect
of the issue subject to compliance with all applicable legal
and/or regulatory and/or central bank requirements. The
Premium will be specified in the applicable Final Terms.
Form of Securities:
Bearer Securities
Each issue of Bearer Securities will, on issue, be represented
by either a Temporary Global Security or a Permanent Global
Security as indicated in the applicable Final Terms. The
Temporary Global Security will be exchangeable either, in
accordance with its terms, for a Permanent Global Security or
for Definitive Securities. The Permanent Global Security will
be exchangeable in limited circumstances for Definitive
Securities. Each Temporary Global Security and each
Permanent Global Security will be held by a common
depository on behalf of Euroclear and Clearstream,
Luxembourg.
Registered Securities
Registered Securities will be represented by definitive
registered certificates registered in the name of the beneficial
owner thereof ("Registered Securities") and/or a registered
certificate in global form (a "Global Registered Security")
which will be registered in the name of a nominee for a
common depositary for Euroclear and Clearstream,
Luxembourg or in any clearing system specified in the
applicable Constituting Instrument. Definitive Exchangeable
Bearer Securities will be exchangeable for definitive
Registered Securities only if and to the extent so specified in
the relevant Final terms. Registered Securities will not be
exchangeable for Bearer Securities or an interest therein.
Italian Dematerialised Securities

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