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| Issuer | Intesa Sanpaolo S.p.A. | |
| LEI Code | 2W8N8UU78PMDQKZENC08 | |
| Issuer Rating | Baa1 (Negative) / BBB (Stable) / BBB (Stable) / BBBH (Stable) (Moody’s / S&P / Fitch / DBRS) | |
| Expected Issue Rating | Baa1 / BBB / BBB / BBBH (Moody’s / S&P / Fitch / DBRS) | |
| Status of the Notes | Senior Preferred Unsecured, Unsubordinated | |
| Nominal Amount | EUR Benchmark | EUR Benchmark |
| Format | 3-year, Regulation S, Bearer, NGN, Tefra D | 7-year, Regulation S, Bearer, NGN, Tefra D |
| IPTs | MS+115bps area | MS+220bps area |
| Pricing Date | 15 May 2023 | 15 May 2023 |
| Settlement Date | 19 May 2023 (T+4) | 19 May 2023 (T+4) |
| Maturity Date | 19 May 2026 | 19 May 2030 |
| Coupon | [•]% p.a. payable annually in arrear | [•]% p.a. payable annually in arrear |
| Interest Payment Dates | Every 19 May in each year starting from 19 May 2024 | |
| Business Day Convention | Actual/Actual (ICMA), Following Unadjusted | |
| MREL Disqualification Event Call | Redeemable at any time at the option of the Issuer upon a MREL Disqualification Event, in whole but not in part, at their Early Redemption Amount together with accrued interest to (but excluding) the date of redemption, subject to certain conditions set out in the Terms and Conditions of the Italian Law Notes (including prior permission of the Relevant Authority). Condition 9(g) of the Italian Law Notes applies | |
| Variation | Upon a MREL Disqualification Event and/or to ensure the effectiveness and enforceability of the Italian Bail-in Power, the Issuer may , subject to certain conditions (without any requirement for the consent or approval of the holders of Senior Preferred Notes of that Series), at any time vary the terms of the Notes so that they remain or, as appropriate, become Qualifying Senior Preferred Notes, provided that such variation does not itself give rise to any right of the Issuer to redeem the varied securities. | |
| Events of Default | As per Condition 12 of the Italian Law Notes. No Event of Default for the Notes shall occur other than in the context of an insolvency or liquidation in respect of the Issuer (and, for the avoidance of doubt, resolution proceeding(s) or moratoria imposed by a resolution authority in respect of the relevant Issuer shall not constitute an Event of Default for the Notes for any purpose). In the event of compulsory winding-up (liquidazione coatta amministrativa) of the Issuer pursuant to Articles 80 and following of the Consolidated Banking Act or voluntary winding-up (liquidazione volontaria) in accordance with Article 96-quinquies of the Consolidated Banking Act, then any Note may, by written notice addressed by the holder thereof to the Issuer and delivered to the Issuer or to the Specified Office of the Fiscal Agent, be declared immediately due and payable, whereupon it shall become immediately due and payable at its outstanding principal amount together with accrued interest (if any) without further action or formality. | |
| Early Redemption Amount | 100% of the notional amount | |
| Bail-in Acknowledgment | Contractual acknowledgment of Italian Bail-in Power. Condition 21 of the Italian Law Notes applies | |
| Waiver of Set-Off | Applicable, Condition 4(a) of the Italian Law Notes applies | |
| Clean-up Redemption Option | If the Clean-Up Percentage (75%) of the initial aggregate nominal amount of the Notes of the same Series have been redeemed or purchased by, or on behalf of, the Issuer and cancelled, the Issuer may at any time, at its option, redeem such outstanding Notes, in whole but not in part, at their Clean-Up Redemption Amount together with interest accrued to but excluding the redemption date | |
| Use of Proceeds | An amount equal to the net proceeds of the notes will be allocated to finance or refinance Green Categories as defined within Intesa Sanpaolo’s Green, Social & Sustainability Bond Framework dated June 2022, aligned to the ICMA Green Bond Principles, Social Bond Principles and Sustainability Bond Guidelines | |
| Documentation | Intesa Sanpaolo €70,000,000,000 Euro Medium Term Note Programme dated 22/12/2022, as supplemented on 9/02/2023 (the “EMTN Programme”) | |
| Governing Law | Italian Law | |
| Selling Restrictions | As per Base Prospectus (RegS, TEFRA rules apply. No communications with or into the U.S.; no sales into Canada) | |
| Denominations | EUR 100,000 and integral multiples of Euro 1,000 in excess thereof up to and including Euro 199,000 | |
| Clearing Systems | Clearstream and Euroclear | |
| Target Market | Manufacturer target market (MiFID II product governance and MiFIR product governance) is eligible counterparties and professional investors only (all distribution channels). No EU or UK PRIIPs Key Information Document (KID) has been prepared as not available to retail in the EEA or in the UK. | |
| Listing | Luxembourg Stock Exchange Regulated Market | |
| Joint Bookrunners | BBVA, BNP Paribas, Commerzbank, HSBC, IMI-Intesa Sanpaolo (B&D), Santander and Societe Generale | |
| Advertisement | The Base Prospectus and any Supplements relating to the securities are available at, and the Final Terms once published, will be available at: https://www.luxse.com/programme/Programme-IntesaSanpaolo/12575 | |
| Fee | The JLMs will be paid a fee by the Issuer in respect of the placement of the securities. Details of the fee may be made available on request to investors participating in the transaction. | |
| ISIN / Common Code | XS2625195891 / 262519589 | XS2625196352 / 262519635 |
| Timing | Books open - Today's business |
