Intesa Sanpaolo Bank Ireland Plc
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BASE 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. and Intesa Sanpaolo Bank Luxembourg S.A., as Guarantor (where indicated in the relevant Final Terms) and INTESA SANPAOLO BANK IRELAND P.L.C. (incorporated with limited liability in Ireland under registered number 125216) as Issuer and INTESA SANPAOLO BANK LUXEMBOURG S.A. (a public limited liability company (société anonyme) incorporated in the Grand Duchy of Luxembourg as a credit institution and registered with the register of trade and companies of Luxembourg under number B13859) as Issuer €70,000,000,000 Euro Medium Term Note Programme Under the €70,000,000,000 Euro Medium Term Note Programme (the "Programme") described in this base prospectus (the "Base Prospectus"), Intesa Sanpaolo S.p.A. ("Intesa Sanpaolo" or the "Bank"), Intesa Sanpaolo Bank Ireland p.l.c. ("INSPIRE") and Intesa Sanpaolo Bank Luxembourg S.A. ("Intesa Luxembourg") (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 1 and any additional Dealer appointed under the Programme from time to time (each a "Dealer" and together the "Dealers"). References in this Base 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 issued by Intesa Sanpaolo may be governed by English law (the "English Law Notes") or by Italian law (the "Italian Law Notes" and together with the English Law Notes, the "Notes"). In the case of INSPIRE and Intesa Luxembourg, all notes issued shall be English Law Notes. Pursuant to the Programme, the Issuers may issue Notes denominated in any currency agreed with the relevant Dealer. The minimum denomination of all Notes issued under the Programme shall be €100,000 and integral multiples of €1,000 in excess thereof (or its equivalent in any other currency as at the date of issue of the Notes). The aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €70,000,000,000 (or its equivalent in other currencies calculated as described herein). Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and Conditions of the English Law Notes" (the "Terms and Conditions of the English Law Notes") or "Terms and Conditions of the Italian Law Notes" (the "Terms and Conditions of the Italian Law Notes" and, together with the Terms and Conditions of the English Law Notes, the "Conditions") as completed by a document specific to such Tranche called final terms (the "Final Terms") or in a separate prospectus specific to such Tranche (a "Drawdown Prospectus") as described under "Final Terms and Drawdown Prospectuses" below. The English Law Notes will be constituted by an amended and restated trust deed dated 22 December 2020 (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"). In respect of the Italian Law Notes, the Terms and Conditions of the Italian Law Notes include summaries of, and are subject to, the detailed provisions of an agency agreement dated 22 December 2020 (as amended, supplemented and/or restated from time to time, the "Agency Agreement for the Italian Law Notes"). The payments of all amounts due in respect of the Notes issued by INSPIRE and Intesa Luxembourg ("Guaranteed Notes") will be unconditionally and irrevocably guaranteed by Intesa Sanpaolo pursuant to the Trust Deed and the relevant Deed of Guarantee (as defined herein). An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see "Risk Factors" below. Intesa Sanpaolo may offer and sell the Notes to or through one or more underwriters, dealers and agents, including Intesa Sanpaolo, or directly to purchasers. This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority in Luxembourg as a base prospectus under article 8 of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Application has been made for Notes issued under the Programme during the period of 12 months from the date of this Base Prospectus to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange, which is a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU. In addition, pursuant to Article 25 of the Prospectus Regulation, the Issuers have requested the CSSF to issue a certificate of approval of this Base Prospectus, together with a copy of this Base Prospectus, to the Central Bank of Ireland in its capacity as competent authority in Ireland. Under the Luxembourg law of 16 July 2019, on prospectuses for securities, which applies the Prospectus Regulation (the "Luxembourg Prospectus Law"), prospectuses relating to money market instruments having a maturity at issue of less than 12 months and complying also with the definition of securities referred to at Article 2(a) of the Prospectus Regulation are not subject to the approval provisions of Part II of such law. The CSSF will grant approval on this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be considered as an endorsement of the Issuers. As referred to in Article 6(4) of the Luxembourg Prospectus Law, by approving this Base Prospectus, in accordance with Article 20 of the Prospectus Regulation, the CSSF does not engage in respect of the economic or financial opportunity of the operation or the quality and solvency of the issuer, and such approval should not be considered as an endorsement of the quality of any Notes that are the subject of this Base Prospectus. Potential investors should make their own assessment as to the suitability of investing in any Notes. This Base Prospectus is valid for a period of 12 months from the date of approval, and its expiry date is 22 December 2021. 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 after the end of its 12-month validity period. 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 relevant Issuer. Notes issued pursuant to the Programme may also be rated or unrated. Where an issue of Notes is rated, its rating will be specified in the Final Terms. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Whether or not each credit rating applied for in relation to the relevant Series of Notes will be issued by a credit rating agency established in the European Union or the UK and registered under Regulation (EC) No 1060/2009 (as amended) (the "CRA Regulation") will be disclosed in the Final Terms. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union or the UK and registered under the CRA Regulation (or is endorsed and published or distributed by subscription by such a credit rating agency in accordance with the Regulation) 260861-1630302227-20989-v11.0 - i - 47-41006023 unless (1) the rating is provided by a credit rating agency not established in the EEA or the UK but endorsed by a credit rating agency established in the EEA or the UK and registered under the CRA Regulation or (2) the rating is provided by a credit rating agency not established in the EEA or the UK which is certified under the CRA Regulation. The European Securities and Markets Authority (the "ESMA") is obliged to maintain on its website, https://www.esma.europa.eu/page/List-registered-and-certified-CRAs, a list of credit rating agencies registered and certified in accordance with the CRA Regulation. Interest amounts payable under the Notes may be calculated by reference, inter alia, to EURIBOR, LIBOR or CMS, or such other reference rate as specified in the relevant Final Terms. As at the date of this Base Prospectus, ICE Benchmark Administration (as administrator of LIBOR and CMS) and the European Money Markets Institute ("EMMI", as administrator of EURIBOR) are included in the European Securities and Markets Authority's ("ESMA's") register of administrators under Article 36 of Regulation (EU) No. 2016/1011 (the "Benchmarks Regulation"). Amounts payable on Inflation Linked Notes will be calculated by reference to CPI, HICP and RPI (each as defined below). As at the date of this Base Prospectus, the administrators of CPI, HICP and RPI are not included on ESMA's register of administrators under Article 36 of the Benchmarks Regulation. As far as the Issuer is aware, CPI, HICP and RPI do not fall within the scope of the Benchmarks Regulation by virtue of Article 2 of that Regulation. No Notes linked to an underlying index composed by the Issuers or the Group will be issued under this Programme.