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INTESA SANPAOLO BANK IRELAND P.L.C

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INTESA SANPAOLO BANK IRELAND P.L.C INFORMATION MEMORANDUM 24 March 20 2 1 INTESA SANPAOLO BANK IRELAND p.l.c. ( as Issuer in respect of Euro - Commercial Paper and Certificate of Deposit ) INTESA SANPAOLO BANK LUXEMBOURG, SOCIÉTÉ ANONYME ( as Issuer in respect of Euro - Commercial Paper and Certificate of Deposit ) INTESA SANPAOLO S.p.A. ( as Issuer in respect of Commercial Paper ( Cambiali Finanziarie ) and , in respect of Euro - Commercial Paper and Certificate of Deposit issued by Intesa Sanp a olo Bank Ireland p.l.c. and Intesa Sa npaolo bank Luxembourg S.A., as Guarantor) €30,000,000,000 GUARANTEED EURO - COMMERCIAL PAPER AND CERTIF I CATE OF DEPOSIT AND COMMERCIAL PAPER ( Cambiali Finanziarie ) PROGRAMME Name of the Programme Intesa Sanpaolo Bank Ireland p.l.c. Intesa Sanpaolo Bank Luxembourg, société anonyme and Intesa Sanpaolo S.p.A. Guaranteed Euro - Commercial Paper and Certificate of Deposit and Commercial Paper ( Cambiali Finanziarie ) Programme Type of the Programme Multi - Issuer Global Guaranteed Euro - Commercial Paper and Certificate of Deposit and Commercial Paper ( Cambiali Finanziarie ) Programme Maximum Amount of the €30,000,000,000 Programme Guarantor Intesa Sanpaolo S.p.A. ( in re spect of Euro - Commercial Paper and Certificate of Deposit issued by Intesa Sanp a olo Ba nk Ireland p.l.c. and Intesa Sa npaolo Bank Luxembourg S.A.) Rating(s) Rated Moody's Investors Service Espaňa S.A. (Moody's) S&P Global Ratings Europe Limited ( S&P ) Fitch Ratings Ireland Limited (Fitch) DBRS Ratings GmbH (DBRS) Arrangers Intesa Sanpaolo Bank Ireland p.l.c. Intesa Sanpaolo S.p.A. Issuing and Paying Agent The Bank of New York Mellon , London Branch Dealers Barclays 0050829 - 0000304 UKO2: 2001430388.39 1 BofA Securities Citigroup Credit Suisse Goldman Sachs International ING Intesa Sanpaolo S.p.A. NatWest Markets N.V. UBS Investment Bank Listing: Irish Stock Exchange plc trading as Euronext Dublin (Euronext Dublin) Date of signature of the 24 March 2021 Information Memorandum 0050829 - 0000304 UKO2: 2001430388.39 2 CERTAIN DEFINITIONS Intesa Sanpaolo S.p.A. 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 Information Memorandum: (a) R eferences 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 or the Group are to Intesa Sanpaolo S.p.A. and its subsidiaries in respect of the same period; (b) 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 (c) references to Sanpaolo IMI are to Sanpaolo IMI S.p.A. in respect o f 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. 0050829 - 0000304 UKO2: 2001430388.39 3 TABLE OF CONTENTS CERTAIN DEFINITIONS ................................ ................................ ................................ ............................ 3 IMPORTANT NOTICE ................................ ................................ ................................ ................................ 5 DOCUMENTS INCORPORATED BY RE FERENCE ................................ ................................ ................ 12 DESCRIPTION OF THE PROGRAMME ................................ ................................ ................................ .. 14 DESCRIPTION OF INTESA SANPAOLO BANK IRELAND P.L.C. ................................ ........................ 26 DESCRIPTION OF INTESA SANPAOLO BANK LUXEMBOURG , société anonyme ............................. 30 DESCRIPTION OF INTESA SANPAOLO S.P.A. ................................ ................................ ...................... 35 REGULATORY S ECTION ................................ ................................ ................................ ........................ 61 RISK FACTORS ................................ ................................ ................................ ................................ ........ 80 GENERAL INFORMATION ................................ ................................ ................................ ..................... 96 CERTIFICATION OF INFORMATION OF INTESA SANPAOLO BANK IRELAND P.L.C. ................... 99 CERTIFICATION OF INFORMA TION OF INTESA SANPAOLO BANK LUXEMBOURG, SOCIÉTÉ ANONYME ................................ ................................ ................................ ................ 100 CERTIFICATION OF INFORMATION OF INTESA SANPAOLO S.P.A. ................................ .............. 101 INFORMATION CONCERNING THE ISSUERS' REQUEST FOR THE STEP LABEL ......................... 102 TERMS AND CONDITIONS OF THE CAMBIALI FINANZIARIE ................................ ....................... 103 FORM OF MULTI CURRENCY GLOBAL NOTE ................................ ................................ .................. 113 FORM OF MULTI CURRENCY GLOBAL NOTE WHICH IS A NEW GLOBAL NOTE ....................... 130 FORM OF DEFINITIVE MULTI CURRENCY NOTE ................................ ................................ ............ 148 FORM OF MULTI CURRENCY GLOBAL CERTIFICATE OF DEPOSIT ................................ ............. 165 FORM OF MULTI CURRENCY GLOBAL CERTIFICATE OF DEPOSIT WHICH IS A NEW GLOBAL NOTE ................................ ................................ ................................ .......................... 182 FORM OF DEFINITIVE MULTI CURRENCY CERTIFICATE OF DEPOSIT ................................ ....... 199 FORM OF CONTRACTUAL TERMS ................................ ................................ ................................ ..... 2 16 FORM OF GUARANTEE FOR THE NO TES AND CDS ................................ ................................ ....... 222 SELLING RESTRICTIONS ................................ ................................ ................................ ..................... 225 0050829 - 0000304 UKO2: 2001430388.39 4 IMPORTANT NOTICE This Information Memorandum (together with any supple mentary information memorandum and information incorporated herein by reference, the " Information Memorandum " ) replaces and supersedes the information memorandum originally dated 14 January 2020 . This Information Memorandum contains summary information pro vided by INTESA SANPAOLO BANK IRELAND p.l.c. ( " INSPIRE " ), INTESA SANPAOLO BANK LUXEMBOURG, société anonyme ( " Intesa Luxembourg " ) and Intesa Sanp a o lo S.p.A. ( " Intesa Sanpaolo " or the " Bank " ) (together, the Issuers and, each of them, an Issuer ) and Intesa Sanpaolo (the " Guarantor " in respect of Euro - Commercial Paper and Certificate of Deposit issued by INSPIRE and Intesa Luxembourg) in connection with a guaranteed euro - commercial paper and certificate of deposit and commercial paper ( cambiali fin anziarie ) programme (the " Programme " ) under which (i) INSPIRE and Intesa Luxembourg may issue and have outstanding at any time euro - commercial paper notes (the " Notes " ) and/or certificates of deposit (the " Certificates of Deposit " or " CDs " ) as guaranteed b y Intesa Sanpaolo and (ii) Intesa Sanpaolo may issue and have outstanding at any time commercial paper instruments ( cambiali finanziarie ) pursuant to Law 13 Janu a ry 1994, No. 43 “ Disciplina delle cambiali finanziarie ”, as amended from time to time including by Law 7 August 2012, No. 134 and Law Decree 19 May 2020, No. 34, as converted with modifications into Law 17 July 2020, No. 77 (the " Cambiali Finanziarie " and, together with the Notes and CDs, the " Instruments " ) up to a maximum aggregate amount of €30,000,000,000 or its equivalent in alternative currencies . Under the Programme, the Issuers may issue Instruments outside the United States pursuant to Regulation S ( " Regulation S " ) of the United States Securities Act of 1933, as amended (the " Securi ties Act " ). The Issuers and the Guarantor have, pursuant to a n amended and restated dealership agreement (such dealership agreement as modified and/or supplemented and/or restated from time to time, the " Second Amended and Restated Dealership Agreement " ) dated 24 March 2021 , appointed Bank of America Europe DAC , Barclays Bank Ireland PLC, Citigroup Global Markets Europe AG , Citigroup Global Markets Limited, Credit Suisse International, Credit Suisse Securities (Europe) Limited, Credit Suisse Securities S ociedad de Valores S.A., Goldman Sachs International, ING Bank N.V., Intesa Sanpaolo S.p.A., NatWest Markets N.V. and UBS AG London Branch as dealers for the Instruments (the " Dealers " ) and authorised and requested the Dealers to circulate the Information Memorandum in connection with the Programme on their behalf to purchasers or potential purchasers of the Instruments. Pursuant to the Second Amended and Restated Dealership Agreement, neither Citigro up Global Markets Europe AG, nor Citigroup Global Markets Limited will participate in any issue of Instruments under the Programme which are Cambiali Finanziarie , unless and until such time as Intesa Sanpaolo, and Citigroup Global Markets Europe AG and/or Citigroup Global Markets Limited, as the case may be, agr ee otherwise in writing in accordance with the Second Amended and Restated
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