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 prospectus (the "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. (previously known as Société Européenne de Banque 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 39 and any additional Dealer appointed under the Programme from time to time (each a "Dealer" and together the "Dealers"). References in this Prospectus to the "relevant Dealer" shall be, in the case of an issue of Notes to more than one Dealer, to the lead manager of such issue and, in the case of an issue of Notes to one Dealer, to such Dealer. The Notes will be constituted by an amended and restated trust deed dated 21 December 2018 (as amended, supplemented and/or restated from time to time, the "Trust Deed") between the Issuers and The Law Debenture Trust Corporation p.l.c. (the "Trustee"). The payments of all amounts due in respect of the Notes issued by INSPIRE 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). 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). An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see "Risk Factors" below. This Prospectus has been approved as a base prospectus issued in compliance with Directive 2003/71/EC, as amended or superseded, (the "Prospectus Directive"). Application has been made by the Issuers for Notes during the period of twelve months after the date hereof to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange, which is a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU. In addition, pursuant to Article 18 of the Prospectus Directive, the Issuers have requested the CSSF (as defined below) to issue a certificate of approval of this Prospectus, together with a copy of this Prospectus, to the Central Bank of Ireland in its capacity as competent authority in Ireland. Under the Luxembourg law of 10 July 2005, on prospectuses for securities, as amended from time to time, which implements the Prospectus Directive, (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 are not subject to the approval provisions of Part II of such law. By approving this Prospectus the Commission de Surveillance du Secteur Financier (the "CSSF") assumes no responsibility with regards to the economic and financial soundness of any transaction under this Programme or the quality and solvency of the Issuer in accordance with the provisions of Article 7(7) of the Luxembourg Prospectus Law. 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 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 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) unless (1) the rating is provided by a credit rating agency not established in the EEA but endorsed by a credit rating agency established in the EEA and registered under the CRA Regulation or (2) the rating is provided by a credit rating agency not established in the EEA 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) is 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"). As at the date of this Base Prospectus, the European Money Markets Institute ("EMMI", as administrator of EURIBOR) is not included in ESMA's register of administrators under Article 36 of the Benchmarks Regulation. As far as the Issuers are aware, the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that EMMI is not currently required to obtain authorisation or registration (or, if located outside the European Union, recognition, endorsement or equivalence). 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. Joint Arrangers 30890-5-18291-v16.0 - 1- 47-40704089 Banca IMI Deutsche Bank Dealers Banca IMI Barclays BNP PARIBAS BofA Merrill Lynch Citigroup Commerzbank Crédit Agricole CIB Credit Suisse Deutsche Bank Goldman Sachs International HSBC Intesa Sanpaolo S.p.A. J.P. Morgan Morgan Stanley Natixis NatWest Markets Société Générale Corporate & Investment Banking UBS Investment Bank The date of this Prospectus is 21 December 2018 30890-5-18291-v16.0 - 2- 47-40704089 IMPORTANT INFORMATION This Prospectus comprises a base prospectus for each Issuer for the purposes of Article 5.4 of the Prospectus Directive. Any person (an "Investor") intending to acquire or acquiring any securities from any person (an "Offeror") should be aware that, in the context of an offer to the public as defined in the Prospectus Directive, the Issuer may be responsible to the Investor for the Prospectus only if the Issuer is acting in association with that Offeror to make the offer to the Investor. Each Investor should therefore verify with the Offeror whether or not the Offeror is acting in association with the Issuer. If the Offeror is not acting in association with the Issuer, the Investor should check with the Offeror whether anyone is responsible for the Prospectus for the purposes of Article 6 of the Prospectus Directive as implemented by the national legislation of each EEA Member State in the context of the offer to the public, and, if so, who that person is. If the Investor is in any doubt about whether it can rely on the Prospectus and/or who is responsible for its contents it should seek legal advice. Intesa Sanpaolo, INSPIRE and Intesa Luxembourg accept responsibility for the information contained in this document. To the best of the knowledge of each of Intesa Sanpaolo, INSPIRE and Intesa Luxembourg, having taken all reasonable care to ensure that such is the case, the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. The previous paragraph should be read in conjunction with the second paragraph above. Subject as provided in the applicable Final Terms, the only persons authorised to use this Prospectus in connection with the issue of any Tranche of Notes are the persons named in the applicable Final Terms as the relevant Dealer(s).