Obligation Intesa Sanpaolo 9.125% ( XS2678939427 ) en EUR

Intesa Sanpaolo

108.97 % ▼

Italie

XS2678939427 ( en EUR )

9.125% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Intesa Sanpaolo XS2678939427 en EUR 9.125%, échéance Perpétuelle

07/09/2025 ( Dans 113 jours )

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 EUR, avec le code ISIN XS2678939427, paye un coupon de 9.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

PROSPECTUS DATED 5 SEPTEMBER 2023

INTESA SANPAOLO S.P.A.
(incorporated as a società per azioni in the Republic of Italy)
1,250,000,000 9.125% Additional Tier 1 Notes
The 1,250,000,000 9.125% Additional Tier 1 Notes (the "Notes") are issued by Intesa Sanpaolo S.p.A. (the "Issuer") in
denominations of 200,000 and integral multiples of 1,000 in excess thereof, up to (and including) 399,000. The Issue
Price of the Notes is 100 per cent.
The Notes will bear interest at their Outstanding Principal Amount (as defined in Condition 2 (Definitions and
Interpretation) of the terms and conditions of the Notes (the "Conditions" and each of them, a "Condition"), on a non-
cumulative basis subject to cancellation as described below, semi-annually in arrear on 7 March and 7 September in
each year (each, an "Interest Payment Date"). The rate of interest of the Notes through to (and excluding) 7 March
2030 (the "First Reset Date") will be 9.125 per cent. per annum, and will be reset on the First Reset Date and on each
5-year anniversary thereafter (each, a "Reset Date").
Interest on the Notes will be due and payable only at the sole discretion of the Issuer, and the Issuer shall have sole
and absolute discretion at all times and for any reason to cancel (in whole or in part) for an unlimited period and on
a non-cumulative basis any interest payment that would otherwise be payable on any Interest Payment Date. In
addition, the Issuer shall not make an interest payment of the Notes on any Interest Payment Date (and such interest
payment shall therefore be deemed to have been cancelled and thus shall not be due and payable on such Interest
Payment Date) in the circumstances described in Condition 6.2 (Restriction on interest payments). Any interest cancelled
shall not be due and shall not accumulate or be payable at any time thereafter nor constitute a default for any purpose
on the part of the Issuer, and holders of the Notes shall have no rights thereto whether in a bankruptcy or liquidation
of the Issuer or otherwise, or to receive any additional interest or compensation as a result of such cancellation or
deemed cancellation. See further Condition 6 (Interest Cancellation). Further, following a write-down of the Notes
pursuant to Condition 7 (Loss Absorption Mechanism), holders of the Notes will not have any rights against the Issuer
with respect to the repayment of interest on any principal amount that has been so written down (without prejudice
to any rights as to reinstatement as may be applicable to the Notes); and interest - otherwise due and payable on an
Interest Payment Date - on any principal amount that is to be written down on a date that falls after such Interest
Payment Date as a result of a trigger event that has occurred prior to such Interest Payment Date will also be
automatically cancelled, all as described in Condition 6.5 (Interest Amount in case of Write-Down).
If the CET1 Ratio (as defined in Condition 2 (Definitions and Interpretation)) of the Issuer on either a solo or
consolidated basis falls below 5.125%, then the Issuer shall write down the Outstanding Principal Amount of the
Notes, on a pro rata basis with the write-down or conversion of other Loss Absorbing Instruments (as defined in
Condition 2 (Definitions and Interpretation)), as described in Condition 7.1 (Write-down). Following any write-
down of the Notes, the Issuer may, at its sole and absolute discretion, but subject to a positive Net Income and
Consolidated Net Income being recorded, reinstate and write up the Outstanding Principal Amount of the Notes
on a pro rata basis with other Equal Trigger Loss Absorbing Instruments that have been written down, subject to
compliance with the reinstatement limit pursuant to applicable banking regulations, on the terms and subject to
the conditions set out in Condition 7.2 (Reinstatement). See Condition 7 (Loss Absorption Mechanism).
The Notes are perpetual securities and have no fixed maturity date. The Notes shall become immediately due and payable
only in case voluntary or involuntary winding up proceedings are instituted in respect of the Issuer (otherwise than for
the purpose of an Approved Reorganization), in accordance with, as the case may be, (i) a resolution passed at a
shareholders' meeting of the Issuer, (ii) any provision of the By-laws of the Issuer (which, as at 5 September 2023 provide
for the duration of the Issuer to expire on 31 December 2100, but if such expiry date is extended, redemption of the Notes
will be correspondingly adjusted), or (iii) any applicable legal provision, or any decision of any judicial or administrative
authority, as described in Condition 8 (Redemption and Purchase). The Issuer may, at its option, redeem the Notes in
whole, but not in part, on each Business Day from (and including) 7 September 2029 to (and including) the First Reset
Date and on any Interest Payment Date thereafter at their Outstanding Principal Amount together with any accrued
interest (if any and excluding any interest cancelled in accordance with Condition 6 (Interest Cancellation)) and any
additional amounts due pursuant to Condition 10 (Taxation), as described in Condition 8.2 (Redemption at the option of
the Issuer). In addition, the Issuer may, at its option, redeem the Notes in whole, but not in part, upon occurrence of a
Regulatory Event or, in whole or in part, upon occurrence of a Tax Event (in each case, as defined in the Conditions),
or if at least 75 per cent. of the initial aggregate principal amount of the Notes has been purchased by or on behalf of
the Issuer and cancelled, in each case, at a redemption price equal to at their Outstanding Principal Amount together
with any accrued interest (if any and excluding any interest cancelled in accordance with Condition 6 (Interest

Cancellation)) and any additional amounts due pursuant to Condition 10 (Taxation), all as described in Conditions 8.3
(Redemption due to a Regulatory Event), 8.4 (Redemption for tax reasons) and 8.5 (Clean-up Call Option).
The Notes are expected, on issue, to be rated "Ba3" by Moody's Investors Service España, S.A. ("Moody's"), "BB-" by S&P
Global Ratings Europe Limited, ("S&P"), "BB-" by Fitch Ratings Ireland Limited ("Fitch") and "BBL" by DBRS Ratings
GmbH ("DBRS Morningstar"). Each of Moody's, S&P, Fitch and DBRS Morningstar is established in the European Union
and is registered under Regulation (EC) No. 1060/2009 (as amended (the "CRA Regulation"). As such, each of them
appears on the latest update of the list of registered credit rating agencies published by the European Securities and
Markets Authority on its website (at http://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in
accordance with the CRA Regulation. The rating: (i) Moody's has given to the Notes is endorsed by Moody's Investors
Service Ltd, (ii) S&P has given to the Notes is endorsed by S&P Global Ratings UK Limited, (iii) Fitch has given to the
Notes is endorsed by Fitch Ratings Ltd, and (iv) DBRS Morningstar by DBRS Ratings Limited, each of which is established
in the UK and registered under Regulation (EU) No 1060/2009 as it forms part of domestic law of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (the "UK CRA Regulation"). A rating is not a recommendation
to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning
rating organisation.
An investment in Notes involves certain risks. For a discussion of these risks, see the section entitled "Risk Factors"
on page 8.
This document in respect of the Notes (the "Prospectus") constitutes a prospectus within the meaning of Article
6.3 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus
to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing
Directive 2003/71/EC (as amended, the "Prospectus Regulation"). This Prospectus will be published in electronic form
together with all documents incorporated by reference on the website of the Luxembourg Stock Exchange (www.luxse.com).
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF"), as competent authority
under the Prospectus Regulation, to approve this Prospectus. The CSSF only approves this Prospectus as meeting
the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such
approval should neither be considered as an endorsement of the Issuer nor of the quality of the se curities that are
the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the
Notes. Application has also been made for the Notes to be admitted to the official list of the Luxembourg Stock
Exchange and to trading on the Professional Segment of its Regulated Market, which is a regulated market for the
purposes of the Markets in Financial Instruments Directive 2014/65/EU ("MiFID II").
This Prospectus will be valid until 5 September 2024 and may in this period be used for admission of the Notes to
trading on a regulated market. In case of a significant new factor, material mistake or material inaccuracy relating to
the information included in this Prospectus which may affect the assessment of the Notes, the Issuer will prepare and
publish a supplement to the Prospectus without delay in accordance with Article 23 of the Prospectus Regulation. The
obligation of the Issuer to supplement this Prospectus in the event of significant new factors, material mistakes or
material inaccuracies does not apply when a prospectus is no longer valid. For this purpose, "valid" means valid for
making offers to the public or admission to trading on a regulated market by or with the consent of the Issuer and the
obligation to supplement this Prospectus is only required within its period of validity between the time when this
Prospectus is approved and the closing of the offer period for the Notes or the time when trading on a regulated
market begins, whichever occurs later.
The Notes are not intended to be sold and should not be sold to retail clients in the European Economic Area ("EEA") or
in the United Kingdom ("UK"), as defined in the rules set out in MiFID II. Prospective investors are referred to the section
headed "Restrictions on marketing and sales to retail investors" on page 3 of this Prospectus for further information.

Global Coordinators and Joint Lead Managers
BofA Securities
IMI Intesa Sanpaolo
Morgan Stanley

Joint Lead Managers
Barclays
Citigroup
Deutsche Bank
Goldman Sachs International
UBS Investment Bank

The Issuer accepts responsibility for the information contained in this Prospectus and declares that, to the best of its
knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this
Prospectus is true and 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 documents incorporated by reference herein.
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 Notes or any information supplied by the Issuer 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 the Issuer or any of the Joint Lead Managers (as defined in "Subscription and Sale"
below).
No representation or warranty is made or implied by the Joint Lead Managers or any of their respective affiliates, and
none of the Joint Lead Managers nor 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 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 that there has been no adverse
change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) business
or prospects of the Issuer or of the Intesa Sanpaolo Group (as defined below) since the date hereof or that any other information
supplied in connection with the Notes 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.
This Prospectus may only be used for the purposes for which it has been published. The distribution of this Prospectus and
the offer, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession
this Prospectus (or any part of it) comes are required by the Issuer and the Joint Lead Managers to inform themselves
about, and to observe, any such restrictions. Neither this Prospectus nor any part of it constitutes an offering, or may be
used for the purpose of an offer to sell any of the Notes, or a solicitation of an offering to buy any of the Notes, by anyone
in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful. For a
description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of this Prospectus and
other offering material relating to the Notes, see "Subscription and Sale" below. In particular, the Notes have not been
and will not 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, the Notes may not be offered, sold or delivered
within the United States to, or for the benefit of, U.S. persons (as defined in Regulation S under the Securities Act).
This Prospectus does not constitute an offer or an invitation to subscribe for or purchase any Notes and should not be
considered as a recommendation by the Issuer, the Joint Lead Managers or any of them that any recipient of this
Prospectus should subscribe for or purchase any Notes. Each recipient of this Prospectus shall be deemed to have made its
own investigation and appraisal of the condition (financial or otherwise), business and prospects of the Issuer and of the
Intesa Sanpaolo Group.
In this Prospectus, references to "EUR", "euro", "Euro" 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 Community,
as amended. Unless otherwise specified or where the context requires, references to laws and regulations are to the laws
and regulations of Italy.
Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures shown for the
same category set out 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.
2

FORWARD-LOOKING STATEMENTS
This Prospectus includes forward-looking statements. These include statements relating to, among other things, the
future financial performance of the Intesa Sanpaolo Group (as defined in "Certain Definitions" below), plans and
expectations regarding developments in the business, growth and profitability of the Intesa Sanpaolo Group and general
industry and business conditions applicable to the Intesa Sanpaolo Group. The Issuer has based these forward-looking
statements on its current expectations, assumptions, estimates and projections about future events. These forward-looking
statements are subject to a number of risks, uncertainties and assumptions that may cause the actual results, performance
or achievements of the Intesa Sanpaolo Group or those of its industry to be materially different from or worse than those
expressed or implied in these forward-looking statements. The Issuer does not assume any obligation to update such
forward-looking statements and to adapt them to future events or developments except to the extent required by law.
STABILISATION
In connection with the issue of the Notes, BofA Securities Europe SA (the "Stabilisation Manager") (or
persons acting on behalf of the Stabilisation Manager) may over allot Notes or effect transactions with a
view to supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However stabilisation may not occur. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the 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 Notes and 60 days after
the date of the allotment of the Notes. Any stabilisation action or over allotment shall be conducted in
accordance with all applicable laws and rules.
CERTAIN DEFINITIONS
Intesa Sanpaolo is the surviving entity from the merger between Banca Intesa S.p.A. and Sanpaolo IMI S.p.A., which
was completed with effect from 1 January 2007. Pursuant to the merger, Sanpaolo IMI S.p.A. merged by incorporation into
Banca Intesa S.p.A. which, upon completion of the merger, changed its name to Intesa Sanpaolo S.p.A. Accordingly, in
this Prospectus:
(i)
references to "Intesa Sanpaolo" are to Intesa Sanpaolo S.p.A. in respect of the period since 1 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;
(ii)
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" or 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.
Third Party Information Certain information and statistics presented in this Prospectus regarding markets
and market share of the Issuer or the Group are either derived from, or are based on, internal data or publicly
available data from external sources. In addition, the sources for the rating information set out in the sections
headed Ratings of this Base Prospectus are the following rating agencies: Moody's Investors Service España,
S.A., S&P Global Ratings Europe Limited, Fitch Ratings Ireland Limited and DBRS Rating GmbH (each as
defined below). In respect of information in this 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.

3

RESTRICTIONS ON MARKETING AND SALES TO RETAIL INVESTORS
1.
The Notes discussed in this Prospectus are complex financial instruments. They are not a suitable or
appropriate investment for all investors, especially retail investors. In some jurisdictions, regulatory
authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of
securities such as the Notes. Potential investors in the Notes should inform themselves of, and comply with,
any applicable laws, regulations or regulatory guidance with respect to any resale of the Notes (or any
beneficial interests therein).
2.
a)
In the United Kingdom ("UK"), the Financial Conduct Authority ("FCA") Conduct of Business
Sourcebook ("COBS") requires, in summary, that the Notes should not be offered or sold to retail clients (as
defined in COBS 3.4 and each a retail client) in the UK.
b)
Each of the Joint Lead Managers is required to comply with COBS.
c)
By purchasing, or making or accepting an offer to purchase, any Notes (or a beneficial interest in such
Notes) from the Issuer and/or the Joint Lead Managers, each prospective investor represents, warrants, agrees
with and undertakes to the Issuer and each of the Joint Lead Managers that:
(i)
it is not a retail client in the UK; and
(ii) it will not sell or offer the Notes (or any beneficial interest therein) to retail clients in the UK or
communicate (including the distribution of this Prospectus or this document) or approve an
invitation or inducement to participate in, acquire or underwrite the Notes (or any beneficial
interests therein) where that invitation or inducement is addressed to or disseminated in such a
way that it is likely to be received by a retail client in the UK.
d)
In selling or offering the Notes or making or approving communications relating to the Notes you
may not rely on the limited exemptions set out in COBS.
3.
The obligations in paragraph 2 above are in addition to the need to comply at all times with all other
applicable laws, regulations and regulatory guidance (whether inside or outside the European Economic Area
("EEA") or the UK) relating to the promotion, offering, distribution and/or sale of the Notes (or any beneficial
interests therein), whether or not specifically mentioned in this Prospectus, including (without limitation) any
requirements under the Markets in Financial Instruments Directive 2014/65/EU (as amended) (MiFID II) or
the UK FCA Handbook as to determining the appropriateness and/or suitability of an investment in the Notes
(or any beneficial interests therein) for investors in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting
an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer and/or the Joint Lead
Managers, the foregoing representations, warranties, agreements and undertakings will be given by and be
binding upon both the agent and its underlying client.
Prohibition of Sales to EEA Retail Investors The Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the
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 MiFID II; or (ii) a customer within the meaning of the Insurance Distribution
Directive, where that customer would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II. Consequently no key information document required by the PRIIPs Regulation for offering
or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
4

Prohibition of Sales to UK Retail Investors The Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the
UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined
in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the UK by virtue
of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the
provisions of the Financial Services and Markets Authority ("FSMA") and any rules or regulations made
under the FSMA to implement the Insurance Distribution Directive, 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 of the UK by virtue of the EUWA. Consequently no key information document required by
Regulation (EU) No 1286/2014 as it forms part of domestic law of the UK by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors
in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available
to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II product governance / Professional investors and ECPs only target market Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to
eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling
or recommending the Notes (a "distributor") should take into consideration the manufacturers' target
market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
UK MiFIR product governance / Professional investors and ECPs only target market Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties, as defined
in the FCA Handbook Conduct of Business Sourcebook ("COBS") and professional clients, as defined in
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA ("UK MiFIR"); and
(ii) all channels for distribution of the Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should
take into consideration the manufacturer's target market assessment; however, a distributor subject to the
FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product
Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes
(by either adopting or refining the manufacturers' target market assessment) and determining appropriate
distribution channels.
Singapore Securities and Futures Act Product Classification Solely for the purposes of its obligations
pursuant to Sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act 2001 (the "SFA"), the Issuer
has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the
Notes are "prescribed capital markets products " (as defined in the Securities and Futures (Capital Markets
Products) Regulations 2018).
Websites
In this Prospectus, references to websites or uniform resource locators ("URLs") are included for information
purposes only. The contents of any such website or URL shall not form part of, or be deemed to be
incorporated into, this Prospectus unless expressly stated herein.

5

Benchmarks Regulation
Interest amounts payable under the Notes are calculated by reference to the 5-year Mid-Swap Rate (as defined
in the "Terms and Conditions of the Notes") which is provided by ICE Benchmark Administration Limited or, in
the limited circumstances referred to in Condition 5.8 (Fallbacks), by reference to EURIBOR which is provided
by the European Money Markets Institute (EMMI). As at the date of this Prospectus, EMMI is included in the
register of administrators maintained by the European Securities and Markets Authority (ESMA) under
Article 36 of the Regulation (EU) No. 2016/1011 (as amended, the "EU Benchmarks Regulation"). As far as
the Issuer is aware, the transitional provisions of Article 51 of the EU Benchmarks Regulation apply, such that
ICE Benchmark Administration Limited is not currently required to obtain recognition, endorsement or
equivalence.

6

INDEX
Section
Page
RISK FACTORS ................................................................................................................................................................ 8
GENERAL OVERVIEW ................................................................................................................................................ 40
INFORMATION INCORPORATED BY REFERENCE ............................................................................................. 54
TERMS AND CONDITIONS OF THE NOTES.......................................................................................................... 60
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............................... 96
PROVISIONS FOR MEETINGS OF NOTEHOLDERS ............................................................................................. 98
USE OF PROCEEDS .................................................................................................................................................... 105
DESCRIPTION OF THE ISSUER ............................................................................................................................... 106
REGULATORY SECTION .......................................................................................................................................... 113
TAXATION ................................................................................................................................................................... 114
SUBSCRIPTION AND SALE...................................................................................................................................... 124
GENERAL INFORMATION ...................................................................................................................................... 129

7

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes. Most of these
factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood
of any such contingency occurring. In addition, factors which are material for the purpose of assessing the market risks
associated with the Notes are also described below.
The Issuer believes that the factors described below represent the principal risks inherent to an investment in the Notes,
but the inability of the Issuer to pay interest, principal or other amounts on or in connection with the Notes may occur
for other reasons which may not be considered significant risks by the Issuer based on information currently available to
it or which it currently may not be able to anticipate. Additional risks and uncertainties relating to the Issuer that are
not currently known to the Issuer, or that the Issuer currently deems immaterial, may individually or cumulatively also
have a material adverse effect on the Issuer.
Prospective investors should also read the detailed information set out elsewhere in this Prospectus and reach their own
views prior to making any investment decision.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere have the same
meanings when used in this section. References to a "Condition" is to such numbered condition in the Terms and
Conditions of the Notes. Prospective investors should read the entire Prospectus, including the information incorporated
by reference.
RISK FACTORS RELATING TO THE ISSUER
Prospective investors are invited to carefully read this chapter on the risk factors before making any investment decision,
in order to understand the risks related to the Intesa Sanpaolo Group and obtain a better appreciation of the Issuer's
abilities to satisfy the obligations related to the Notes. The Issuer deems that the following risk factors could affect its
ability to satisfy its obligations arising from the Notes. References in these risk factors to the "Bank" means Intesa
Sanpaolo and, where the context requires, the Intesa Sanpaolo Group.
The risks below have been classified into the following categories:
Risks relating to the financial situation of Intesa Sanpaolo Group;
Risks related to legal proceedings;
Risks related to the business sector of Intesa Sanpaolo Group;
Risk related to the development of the banking sector regulation and the changes in the regulations on the solution of
banking crises; and
Risks related to the entry into force of new accounting principles and the amendment of the applied accounting
principles.
Risks related to the financial situation of Intesa Sanpaolo Group
Risk exposure to debt securities issued by sovereign states
The market tensions regarding government bonds and their volatility, as well as Italy's rating downgrading
or the forecast that such downgrading may occur, might have negative effects on the assets, the economic
and/or financial situation, the operational results and the perspectives of the Bank.
8

Intesa Sanpaolo Group's results are and will be exposed to sovereign debtors, in particular to Italy and certain
major European countries.
As at 31 December 2022, based on management data, the Group's exposure to securities issued by Italy
amounted to 27 billion (3% of the total assets of the Intesa Sanpaolo Group) excluding the insurance business,
to which should be added 8 billion represented by loans. On the same date, the Group's investments in
sovereign debt securities issued by EU countries, Italy included, corresponded to 56 billion (6% of the total
assets of the Intesa Sanpaolo Group) excluding the insurance business, to which should be added 10 billion
represented by loans. On the whole, the securities issued by governments, central banks and other public
entities represented 11% of the total financial assets of the Group as at 31 December 2022 (calculated excluding
the insurance business and including financial assets represented by due from banks and loans to customers).
As at 31 December 2021, based on management data, the Group's exposure to securities issued by Italy
amounted to 88 billion (8.3% of the total assets of the Intesa Sanpaolo Group) including the insurance
business, and to 31 billion (2.9% of the total assets of the Intesa Sanpaolo Group) excluding the insurance
business, to which should be added 9 billion represented by loans. On the same date, the investments in
sovereign debt securities issued by EU countries, Italy included, corresponded to 126 billion (11.7% of the
total assets of the Group) including the insurance business, and to 57 billion (5.3% of the total assets of the
Intesa Sanpaolo Group) excluding the insurance business, to which should be added 11 billion represented
by loans. On the whole, the securities issued by governments, central banks and other public entities
represented 10% of the total financial assets of the Group as at 31 December 2021 (calculated excluding the
insurance business and including financial assets represented by due from banks and loans to customers).
Risks related to legal proceedings
As at 31 December 2022, there were a total of about 37,400 disputes, other than tax disputes, pending at Intesa Sanpaolo
Group level (excluding those involving Risanamento S.p.A, which is not subject to management and coordination by
Intesa Sanpaolo) with a total remedy sought of around 3,850 million euro. This amount includes all outstanding disputes,
for which the risk of a disbursement of financial resources resulting from a potential negative outcome has been deemed
possible or probable and therefore does not include disputes for which risk has been deemed remote.
The risks associated with these disputes are thoroughly and individually analysed by the Bank and the Intesa Sanpaolo
Group companies. Specific and appropriate provisions have been made to the allowances for risks and charges in the event
of disputes for which there is an estimated probability of a disbursement of more than 50% and where the amount of the
disbursement may be reliably estimated (disputes with likely risk).
Without prejudice to the uncertainty inherent in all litigation, the estimate of the obligations that could arise from the
disputes and hence the amount of any provisions recognised are based on the forward-looking assessments of the outcome
of the trial. These forward-looking assessments are, in any event, prepared on the basis of all information available at the
time of the estimate.
As at 31 December 2022, disputes with likely risk amounted to around 28,300 with a remedy sought of 1,788 million
and provisions of 744 million. The component referring to the parent company Intesa Sanpaolo totalled around 5,280
disputes with a remedy sought of 1,433 million and provisions of 550 million. These included 2,860 positions relating
to disputes concerning anatocismo (compound interest), illustrated in greater detail below. Compared to the previous
year's figures, there was a decrease in number and in the amount of remedy sought. That decrease mainly regarded
disputes concerning anatocismo, illegal interest and other conditions, and claims on banking products. There were around
700 disputes relating to other Italian subsidiaries with a remedy sought of 246 million and provisions of 91 million,
while there were around 22,300 relating to international subsidiaries, with a remedy sought of 109 million and
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