Obligation Intesa Sanpaolo S.p.A 2.3% ( XS2407748016 ) en USD

Intesa Sanpaolo S.p.A

100 % ⇌

Italie

XS2407748016 ( en USD )

2.3% par an ( paiement semestriel )

18/11/2028 - Obligation échue

Prospectus brochure de l'obligation Intesa Sanpaolo S.p.A XS2407748016 en USD 2.3%, échue

2 000 USD

200 000 000 USD

L'Obligation émise par Intesa Sanpaolo S.p.A ( Italie ) , en USD, avec le code ISIN XS2407748016, paye un coupon de 2.3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 18/11/2028

BASE PROSPECTUS

INTESA SANPAOLO S.p.A.
(incorporated as a società per azioni in the Republic of Italy)
NOTE ISSUANCE PROGRAMME IMI CORPORATE & INVESTMENT BANKING
Under this Note Issuance Programme IMI Corporate & Investment Banking (the Programme) Intesa Sanpaolo S.p.A.
(the Issuer or the Bank or Intesa Sanpaolo) may from time to time issue notes in bearer or registered form (respectively,
Bearer Notes and Registered Notes and, together, the Notes) denominated in any currency determined by the Issuer.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as
competent authority in the Grand Duchy of Luxembourg under the loi relative aux prospectus pour valeurs mobilières
dated 16 July 2019 as amended (the "Prospectus Law 2019"), which implements the Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017, as amended (the "Prospectus Regulation"), and any other
relevant implementing legislation in Luxembourg, to approve this document as a base prospectus.
This Base Prospectus has been approved by the CSSF, as competent authority under the Prospectus Regulation. The CSSF
only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed
by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer nor as an
endorsement of the quality of the Notes that are the subject of this Base Prospectus. Such approval relates only to the
Notes which are to be admitted to trading on a regulated market for the purposes of the Directive 2014/65/EU, as amended
(the "MiFID II") and/or which are to be offered to the public in any Member State of the European Economic Area (the
"EEA"). Investors should make their own assessment as to the suitability of investing in the Notes. The CSSF gives no
undertaking as to the economic and financial soundness of the transaction or the quality or solvency of the Issuer in line
with the provisions of Article 6 (4) of the Prospectus Law 2019.
This document comprises a Base Prospectus for the purposes of Article 8(1) of the Prospectus Regulation. This Base
Prospectus is valid for a period of 12 months from the date of its approval (i.e. 21 June 2023). 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.
Application has also been made to the Luxemburg Stock Exchange for Notes issued under the Programme to be (i) listed
on the official list of the Luxembourg Stock Exchange (the "Official List") and (ii) admitted to trading on the Luxembourg
Stock Exchange's regulated market (the "Luxembourg Stock Exchange Regulated Market") (including the professional
segment of the regulated market of the Luxembourg Stock Exchange) and the multilateral trading facility, EuroMTF, of
the Luxembourg Stock Exchange (the "EuroMTF") (including the professional segment of the EuroMTF). The
Luxembourg Stock Exchange Regulated Market is a regulated market for the purposes of MiFID II. The EuroMTF is not
a regulated market for the purposes of MiFID II, but it is subject to the supervision of the CSSF.
The CSSF has neither reviewed nor approved any information in this Base Prospectus concerning the Notes admitted to
trading on the EuroMTF. The CSSF assumes therefore no responsibility in relation to the issues of Notes admitted to
trading on the EuroMTF.
The Notes will be issued in such denominations as may be specified by the Issuer and indicated in the applicable Final
Terms (as defined below) save that the minimum denomination of each Note admitted to trading on an EEA exchange or
offered to the public in a Member State of the EEA in circumstances which require the publication of a prospectus under
the Prospectus Regulation will be 1,000 (or, if the Notes are denominated in a currency other than euro, the equivalent
amount in such currency) or such other higher amount as may be allowed or required from time to time by the relevant
central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes
and any other terms and conditions which are applicable to each Tranche of Notes will be set out in a final terms document
(the Final Terms) which, with respect to Notes listed on Luxemburg Stock Exchange, will be filed to the CSSF on or
before the date of issue of the Notes of such Tranche.
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further
stock exchange(s) or markets as the Issuer may decide. The applicable Final Terms will specify whether or not the Notes
are to be listed on the Luxembourg Stock Exchange and/or any other stock exchange(s). The Issuer may also issue unlisted
Notes and/or Notes not admitted to trading on any market.
Notes may be issued on a continuing basis and may be distributed by way of private or public placement as specified in
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the applicable Final Terms. If the applicable Final Terms so specify, Notes may be distributed to one or more Managers
(each a Manager).
The Issuer has been rated BBB (high) by DBRS Morningstar; BBB by Fitch Ratings; Baa1 by Moody's; and BBB by
S&P Global Ratings. Each of DBRS Morningstar, Moody's, S&P Global Ratings and Fitch Ratings is established in the
European Union (the EU) and is registered under the Regulation (EC) 1060/2009 (as amended) (the "CRA Regulation").
As such each of DBRS Morningstar, Moody's, S&P Global Ratings and Fitch Ratings is included in the list of credit
rating agencies published by the European Securities and Markets Authority ("ESMA") on its website (at the section
supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. Notes issued under the Programme may
be rated or unrated by any one or more of the rating agencies referred to above. Where a Tranche of Notes is rated, such
rating will be specified in the applicable Final Terms. A credit 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.
Prospective purchasers of Notes should ensure that they understand the nature of the relevant Notes and the extent
of their exposure to risks and that they consider the suitability of the relevant Notes as an investment in the light
of their own circumstances and financial condition. It is the responsibility of prospective purchasers to ensure that
they have sufficient knowledge, experience and professional advice to make their own legal, financial, tax,
accounting and other business evaluation of the merits and risks of investing in the Notes and are not relying on
the advice of the Issuer or, if relevant, any Manager in that regard. See Section "Risk Factors". The language of
the prospectus is English. Certain legislative references and technical terms have been cited in their original
language in order that the correct technical meaning may be ascribed to them under applicable law.
IMPORTANT RETAIL INVESTORS - If the Final Terms in respect of any Notes includes a legend entitled
"Prohibition of Sales to 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 either in the European Economic Area
(the "EEA") or in one or more specified jurisdictions in the EEA, and/or in one or more specified jurisdictions outside
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 Directive 2014/65/EU, as amended ("MiFID II"); or (ii) a customer within the meaning of Directive
2016/97/EU ("IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation; or (iv) a retail client within the
meaning of any equivalent definition under the applicable legislation of the specified jurisdiction outside the EEA.
Consequently no key information document required by Regulation (EU) No 1286/2014 as amended (the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA and/or
in the specified jurisdiction(s) only has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the EEA and/or in the specified jurisdiction(s) only may be unlawful under the
PRIIPS Regulation.
Amounts payable under the Notes may be calculated or otherwise determined by reference to one or more reference rates
that may constitute "benchmarks" for the purposes of Regulation (EU) No. 2016/1011 of the European Parliament and of
the Council of 8 June 2016 (the "Benchmark Regulation" or "BMR"). If any such reference rate does constitute such a
benchmark the applicable final terms will indicate whether or not the benchmark is provided by an administrator included
in the register of administrators and benchmarks established and maintained by ESMA pursuant to Article 36 of the BMR.
Not every reference rate will fall within the scope of the Benchmark Regulation. Furthermore, pursuant to article 51 of
the BMR, transitional provisions in the Benchmark Regulation may have the result that the administrator of a particular
benchmark (i.e. a benchmark which has been recognised as a critical benchmark or a benchmark whose administrator is
based in a non-EU jurisdiction and does not satisfy the "equivalence" conditions (according to Article 30 of the BMR) or
is not "recognised" pending such an equivalence decision (according to Article 32 of the BMR) or is not "endorsed" for
such purpose (according to Article 33 of the BMR)) is not required to appear in the register of administrators and
benchmarks at the date of the applicable final terms. The registration status of any administrator under the BMR is a
matter of public record and, save where required by applicable law, the Issuer does not intend to update the applicable
final terms to reflect any change in the registration status of the administrator. Amounts payable under the Notes may be
calculated by reference to EURIBOR, EONIA Rate, SONIA, SOFR and certain CMS Rates, which are provided by the
European Money Markets Institute (EMMI) (with respect to EURIBOR and EONIA), ICE Benchmark Administration
Limited (ICE) (with respect to certain CMS Rates), Bank of England (with respect to SONIA) and Federal Reserve Bank
of New York (with respect to SOFR). As at the date of this Base Prospectus, EMMI has been authorised as a regulated
benchmark administrator pursuant to Article 34 of the Benchmark Regulation and appears on the public register of
administrators established and maintained by the ESMA pursuant to Article 36 of the Benchmark Regulation. As at the
date of this Base Prospectus, ICE does not appear on the register of administrators and benchmarks established and
maintained by ESMA pursuant to Article 36 of the Benchmark Regulation. As far as the Issuer is aware, the transitional
provisions in Article 51 of the Benchmark Regulation apply, such that ICE is not currently required to obtain authorisation
or registration (or, if located outside the European Union, recognition, endorsement or equivalence). If the applicable
Final Terms specify that Condition 8(ii) is applicable, the Issuer is not obliged to gross up any payments in respect of the
Notes and shall not be liable for or otherwise obliged to pay any tax, duty, withholding or other payment which may arise
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as a result of the ownership, transfer, presentation and surrender for payment, or enforcement of any Note and all payments
made by the Issuer shall be made subject to any such tax, duty, withholding or other payment which may be required to
be made, paid, withheld or deducted.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and may not be offered, delivered, or sold within the United States (U.S.) to, or for the account or benefit of, U.S.
persons (as defined in regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act. The Notes are being offered and sold outside the United
States in reliance on Regulation S under the Securities Act. There will be no public offering of the Notes in the United
States. See "Subscription and Sale". The Notes will be issued in bearer form or in registered form. See "Form of the
Notes" for further description of the manner in which Notes will be issued.
The date of this Base Prospectus is 21 June 2022
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IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus for the purposes of Article 8 of the Prospectus
Regulation.
The Issuer (the Responsible Person) accepts responsibility for the information contained in this Base
Prospectus. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure
that such is the case) the information contained in this Base Prospectus is in accordance with the facts
and does not omit anything likely to affect the import of such information.
Certain information included within the Section "Clearing and Settlement" has been extracted from
information provided by the clearing systems referred to therein. 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 the relevant clearing systems, no facts have been omitted which would
render the reproduced information inaccurate or misleading.
This Base Prospectus is to be read and construed in conjunction with any supplement hereto and
with all documents which are deemed to be incorporated herein by reference (see "Documents
Incorporated by Reference" below) and, in relation to any Tranche of Notes, should be read and
construed together with the applicable Final Terms. This Base Prospectus shall be read and
construed on the basis that such documents are incorporated and form part of this Base Prospectus.
Copies of Final Terms will be available from the registered office of the Issuer and the specified
office(s) set out below of the Paying Agent(s) (as defined below).
No person is or has been authorised by the Issuer to give any information or to make any
representation not contained in or not consistent with this Base Prospectus or in the Final Terms or
any other information supplied in connection with the Programme or the Notes and, if given or made,
such information or representation must not be relied upon as having been authorised by the Issuer
or any Manager of an issue of Notes.
No Manager has independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or
liability is accepted by any Manager as to the accuracy or completeness of the information contained
or incorporated in this Base Prospectus or any other information provided by the Issuer in
connection with the Programme.
Neither this Base Prospectus nor any other information supplied in connection with the Programme
or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be
considered as a recommendation by the Issuer that any recipient of this Base Prospectus or any other
information supplied in connection with the Programme or any Notes should purchase any Notes.
Each investor contemplating purchasing any Notes should make its own independent investigation
of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer.
Neither this Base Prospectus nor any other information supplied in connection with the Programme
or the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer or any Manager
to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of
any Notes shall in any circumstances imply that the information contained herein concerning the
Issuer is correct at any time subsequent to the date hereof or that any other information supplied in
connection with the Programme is correct as of any time subsequent to the date indicated in the
document containing the same or that there has been no material adverse change in the prospects of
3

the Issuer since the date thereof or, if later, the date upon which this Base Prospectus has been most
recently amended or supplemented. Investors should review, inter alia, the most recently published
documents incorporated by reference into this Base Prospectus when deciding whether or not to
purchase any Notes
The Bearer Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered
within the U.S. or its possessions or to U.S. persons, except in certain transactions permitted by U.S.
Treasury Regulations. Terms used in this paragraph have the meanings given to them by the U.S.
Internal Revenue Code of 1986, as amended (the "Code"), and the U.S. Treasury Regulations
promulgated thereunder.
IMPORTANT INFORMATION RELATING TO PUBLIC OFFERS OF NOTES WHERE THERE
IS NO EXEMPTION FROM THE OBLIGATION UNDER THE PROSPECTUS REGULATION
TO PUBLISH A PROSPECTUS
Restrictions on Public Offers of Notes in Relevant Member States where there is no exemption from
the obligation under the Prospectus Regulation to publish a prospectus.
Certain Tranches of Notes with a denomination of less than 100,000 (or its equivalent in any other
currency) may be offered in circumstances where there is no exemption from the obligation under the
Prospectus Regulation to publish a prospectus. Any such offer is referred to as a Public Offer. This Base
Prospectus has been prepared on a basis that permits Public Offers of Notes in each Member State in relation
to which the Issuer has given its consent, as specified in the applicable Final Terms (each specified Member
State a Public Offer Jurisdiction and together the Public Offer Jurisdictions).
Any person making or intending to make a Public Offer of Notes on the basis of this Base Prospectus
must do so only with the Issuer's consent to use this Base Prospectus as provided under "Consent
given in accordance with Article 5(2) of the Prospectus Regulation (Retail Cascades)" and provided
such person complies with the conditions attached to that consent.
Save as provided above, neither the Issuer nor any Manager have authorised, nor do they authorise, the
making of any Public Offer of Notes in circumstances in which an obligation arises for the Issuer or any
Manager to publish or supplement a prospectus for such offer.
Consent given in accordance with Article 5(2) of the Prospectus Regulation (Retail Cascades)
In the context of a Public Offer of such Notes, the Issuer accepts responsibility, in each of the Public Offer
Jurisdictions, for the content of this Base Prospectus in relation to any person (an Investor) who acquires
any Notes in a Public Offer made by any Manager or an Authorised Offeror (as defined below), where that
offer is made during the Offer Period specified in the applicable Final Terms and provided that the
conditions attached to the giving of consent for the use of this Base Prospectus are complied with. The
consent and conditions attached to it are set out under "Consent" and "Common Conditions to Consent"
below.
None of the Issuer or any Manager makes any representation as to the compliance by an Authorised Offeror
with any applicable conduct of business rules or other applicable regulatory or securities law requirements
in relation to any Public Offer and none of the Issuer or any Manager has any responsibility or liability for
the actions of that Authorised Offeror.
Except in the circumstances set out in the following paragraph, the Issuer has not authorised the
making of any Public Offer by any offeror and the Issuer has not consented to the use of this Base
Prospectus by any other person in connection with any Public Offer of Notes. Any Public Offer made
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without the consent of the Issuer is unauthorised and neither the Issuer nor, for the avoidance of
doubt, any Manager accepts any responsibility or liability in relation to such offer or for the actions
of the persons making any such unauthorised offer.
If, in the context of a Public Offer, an Investor is offered Notes by a person which is not an Authorised
Offeror, the Investor should check with that person whether anyone is responsible for this Base Prospectus
for the purposes of the relevant Public Offer and, if so, who that person is. If the Investor is in any doubt
about whether it can rely on this Base Prospectus and/or who is responsible for its contents it should take
legal advice.
Consent
In connection with each Tranche of Notes and subject to the conditions set out below under "Common
Conditions to Consent":
Specific consent
(1)
the Issuer consents to the use of this Base Prospectus (as supplemented as at the relevant time, if
applicable) in connection with a Public Offer of such Notes by:
(a)
the relevant Manager specified in the applicable Final Terms;
(b)
any financial intermediary specified in the applicable Final Terms; and
(c)
any other financial intermediary appointed after the date of the applicable Final Terms
and whose name is published on the Issuer's website intesasanpaolo.com and identified
as an Authorised Offeror in respect of the relevant Public Offer,
in each case subject to such conditions as may be agreed from time to time between the Issuer and
the relevant Manager or relevant financial intermediary; and
General consent
(2)
if (and only if) Part B of the applicable Final Terms specifies "General Consent" as "Applicable",
the Issuer hereby offers to grant its consent to the use of this Base Prospectus (as supplemented as
at the relevant time, if applicable) in connection with a Public Offer of Notes by any other financial
intermediary which satisfies the "Specific Conditions to General Consent" set out below.
Common Conditions to Consent
The conditions to the Issuer's consent to the use of this Base Prospectus in the context of the relevant Public
Offer are (in addition to the conditions described under "Specific Conditions to General Consent" below if
Part B of the applicable Final Terms specifies "General Consent" as "Applicable") that such consent:
(i)
is only valid during the Offer Period specified in the applicable Final Terms;
(ii)
only extends to the use of this Base Prospectus to make Public Offers of the relevant Tranche of
Notes in one or more of the following jurisdictions: Grand Duchy of Luxembourg, Republic of
Ireland, Republic of Italy, Hungary, Slovak Republic, Croatia, Austria, Republic of Slovenia and
France (the Public Offer Jurisdictions), as specified in the applicable Final Terms;
(iii)
is subject to any other conditions set out in Part B of the applicable Final Terms.
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Each Tranche of Notes may only be offered to Investors as part of a Public Offer in the Relevant
Member State(s) specified in the applicable Final Terms, or otherwise in circumstances in which
no obligation arises for the Issuer or any Manager to publish or supplement a prospectus for such
offer.
The consent referred to above relates to Offer Periods (if any) occurring within 12 months from the date of
this Base Prospectus.
The only Relevant Member States which may, in respect of any Tranche of Notes, be specified in the
applicable Final Terms (if any Relevant Member States are so specified) as indicated in (ii) above, will be
the Republic of Ireland, the Republic of Italy, Hungary, the Slovak Republic, the Grand Duchy of
Luxembourg, Croatia, Austria, the Republic of Slovenia and France, and accordingly each Tranche of
Notes may only be offered to Investors as part of a Public Offer in the Republic of Ireland, the Republic of
Italy, Hungary, the Slovak Republic, the Grand Duchy of Luxembourg, Croatia, Austria, the Republic of
Slovenia and France, as specified in the applicable Final Terms, or otherwise in circumstances in which
no obligation arises for the Issuer or any Manager to publish or supplement a prospectus for such offer.
Specific Conditions to General Consent
The conditions to the Issuer's consent are that:
(i)
the financial intermediary must be authorised to make such offers under applicable legislation
implementing the MiFID II in the relevant Member State;
(ii)
the financial intermediary accepts the Issuer's offer to grant consent to the use of this Base
Prospectus by publishing on its website the following statement (with the information in square
brackets completed with the relevant information) (the Acceptance Statement):
"We, [insert legal name of financial intermediary], refer to the offer of [insert title of relevant
Notes] (the Notes) described in the Final Terms dated [insert date] (the Final Terms) published
by Intesa Sanpaolo S.p.A. (the Issuer). In consideration of the Issuer offering to grant its consent
to our use of the Base Prospectus (as defined in the Final Terms) in connection with the offer of
the Notes in [specify Member State(s)] during the Offer Period and subject to the other conditions
to such consent, each as specified in the Base Prospectus, we hereby accept the offer by the Issuer
in accordance with the Authorised Offeror Terms (as specified in the Base Prospectus) and
confirm that we are using the Base Prospectus accordingly".
The Authorised Offeror Terms, being the terms to which the relevant financial intermediary
agrees in connection with using the Base Prospectus, are that the relevant financial intermediary:
(1)
will, and it agrees, represents, warrants and undertakes for the benefit of the Issuer and the relevant
Manager that it will, at all times in connection with the relevant Public Offer:
(a)
act in accordance with, and be solely responsible for complying with, all applicable laws,
rules, regulations and guidance of any applicable regulatory bodies (the "Rules"), from
time to time including, without limitation and in each case, Rules relating to both the
appropriateness or suitability of any investment in the Notes by any person and disclosure
to any potential Investor, and will immediately inform the Issuer and the relevant
Manager if at any time such financial intermediary becomes aware or suspects that it is
or may be in violation of any Rules and take all appropriate steps to remedy such violation
and comply with such Rules in all respects;
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(b)
comply with the restrictions set out under "Subscription and Sale" in this Base Prospectus
which would apply as if it were a Manager;
(c)
ensure that any fee (and any other commissions or benefits of any kind) or rebate received
or paid by that financial intermediary in relation to the offer or sale of the Notes does not
violate the Rules and, to the extent required by the Rules, is fully and clearly disclosed to
Investors or potential Investors;
(d)
hold all licences, consents, approvals and permissions required in connection with
solicitation of interest in, or offers or sales of, the Notes under the Rules;
(e)
comply with applicable anti-money laundering, anti-bribery, anti-corruption and "know
your client" Rules (including, without limitation, taking appropriate steps, in compliance
with such Rules, to establish and document the identity of each potential Investor prior
to initial investment in any Notes by the Investor), and will not permit any application
for Notes in circumstances where the financial intermediary has any suspicions as to the
source of the application monies;
(f)
retain Investor identification records for at least the minimum period required under
applicable Rules, and shall, if so requested, make such records available to the Issuer and
the relevant Manager or directly to the appropriate authority with jurisdiction over any
Manager in order to enable the Issuer or any Manager to comply with anti-money
laundering, anti-bribery, anti-corruption and "know your client" Rules applying to the
Issuer or any Manager;
(g)
ensure that no holder of Notes or potential Investor in the Notes shall become an indirect
or direct client of the Issuer or the relevant Manager for the purposes of any applicable
Rules from time to time, and to the extent that any client obligations are created by the
relevant financial intermediary under any applicable Rules, then such financial
intermediary shall perform any such obligations so arising;
(h)
co-operate with the Issuer and the relevant Manager in providing such information
(including, without limitation, documents and records maintained pursuant to paragraph
(f) above) upon written request from the Issuer or the relevant Manager as is available to
such financial intermediary or which is within its power and control from time to time,
together with such further assistance as is reasonably requested by the Issuer or the
relevant Manager:
(i)
in connection with any request or investigation by any regulator in
relation to the Notes, the Issuer or the relevant Manager; and/or
(ii)
in connection with any complaints received by the Issuer and/or the
relevant Manager relating to the Issuer and/or the relevant Manager or
another Authorised Offeror including, without limitation, complaints as
defined in rules published by any regulator of competent jurisdiction from
time to time; and/or
(iii)
which the Issuer or the relevant Manager may reasonably require from
time to time in relation to the Notes and/or as to allow the Issuer or the
relevant Manager fully to comply within its own legal, tax and regulatory
requirements,
7

in each case, as soon as is reasonably practicable and, in any event, within any
time frame set by any such regulator or regulatory process;
(i)
during the period of the initial offering of the Notes: (i) not sell the Notes at any price
other than the Issue Price specified in the applicable Final Terms (unless otherwise agreed
with the relevant Manager); (ii) not sell the Notes otherwise than for settlement on the
Issue Date specified in the relevant Final Terms; (iii) not appoint any sub-distributors
(unless otherwise agreed with the relevant Manager); (iv) not pay any fee or remuneration
or commissions or benefits to any third parties in relation to the offering or sale of the
Notes (unless otherwise agreed with the relevant Manager); and (v) comply with such
other rules of conduct as may be reasonably required and specified by the relevant
Manager;
(j)
either (i) obtain from each potential Investor an executed application for the Notes, or (ii)
keep a record of all requests such financial intermediary (x) makes for its discretionary
management clients, (y) receives from its advisory clients and (z) receives from its
execution-only clients, in each case prior to making any order for the Notes on their
behalf, and in each case maintain the same on its files for so long as is required by any
applicable Rules;
(k)
ensure that it does not, directly or indirectly, cause the Issuer or the relevant Manager to
breach any Rule or subject the Issuer or the relevant Manager to any requirement to obtain
or make any filing, authorisation or consent in any jurisdiction;
(l)
immediately inform the Issuer and the relevant Manager if at any time it becomes aware
or suspects that it is or may be in violation of any Rules and take all appropriate steps to
remedy such violation and comply with such Rules in all respects;
(m)
comply with the conditions to the consent referred to under "Common conditions to
consent" above and any further requirements or other Authorised Offeror Terms relevant
to the Public Offer as specified in the applicable Final Terms;
(n)
make available to each potential Investor in the Notes the Base Prospectus (as
supplemented as at the relevant time, if applicable), the applicable Final Terms and any
applicable information booklet provided by the Issuer for such purpose and not convey
or publish any information that is not contained in or entirely consistent with the Base
Prospectus and the applicable Final Terms; and
(o)
if it conveys or publishes any communication (other than the Base Prospectus or any
other materials provided to such financial intermediary by or on behalf of the Issuer for
the purposes of the relevant Public Offer) in connection with the relevant Public Offer, it
will ensure that such communication (A) is fair, clear and not misleading and complies
with the Rules, (B) states that such financial intermediary has provided such
communication independently of the Issuer, that such financial intermediary is solely
responsible for such communication and that none of the Issuer and the relevant Manager
accept any responsibility for such communication and (C) does not, without the prior
written consent of the Issuer or the relevant Manager (as applicable), use the legal or
publicity names of the Issuer or the relevant Manager or any other name, brand or logo
registered by an entity within their respective groups or any material over which any such
entity retains a proprietary interest, except to describe the Issuer as issuer of the relevant
Notes on the basis set out in the Base Prospectus;
8

(2)
agrees and undertakes to indemnify each of the Issuer and the relevant Manager (in each case on
behalf of such entity and its respective directors, officers, employees, agents, affiliates and
controlling persons) against any losses, liabilities, costs, claims, charges, expenses, actions or
demands (including reasonable costs of investigation and any defence raised thereto and counsel's
fees and disbursements associated with any such investigation or defence) which any of them may
incur or which may be made against any of them arising out of or in relation to, or in connection
with, any breach of any of the foregoing agreements, representations, warranties or undertakings
by such financial intermediary, including (without limitation) any unauthorised action by such
financial intermediary or failure by such financial intermediary to observe any of the above
restrictions or requirements or the making by such financial intermediary of any unauthorised
representation or the giving or use by it of any information which has not been authorised for such
purposes by the Issuer or the relevant Manager; and
(3)
agrees and accepts that:
(a)
the contract between the Issuer and the financial intermediary formed upon acceptance
by the financial intermediary of the Issuer's offer to use the Base Prospectus with its
consent in connection with the relevant Public Offer (the Authorised Offeror Contract),
and any non-contractual obligations arising out of or in connection with the Authorised
Offeror Contract, shall be governed by, and construed in accordance with, English law;
(b)
subject to (d) below, the courts of England are to have exclusive jurisdiction to settle any
disputes which may arise out of or in connection with the Authorised Offeror Contract
(including a dispute relating to any non-contractual obligations arising out of or in
connection with the Authorised Offeror Contract) (a Dispute) and the Issuer and financial
intermediary submit to the exclusive jurisdiction of the English courts;
(c)
for the purposes of (b) above and (d) below, the financial intermediary waives any
objection to the courts of England on the grounds that they are an inconvenient or
inappropriate forum to settle any dispute;
(d)
to the extent permitted by law, the Issuer and the Manager may, in respect of any Dispute
or Disputes, take (i) proceedings in any other court with jurisdiction; and (ii) concurrent
proceedings in any number of jurisdictions; and
(e)
each relevant Manager will, pursuant to the Contracts (Rights of Third Parties) Act 1999,
be entitled to enforce those provisions of the Authorised Offeror Contract which are, or
are expressed to be, for its benefit, including the agreements, representations, warranties,
undertakings and indemnity given by the financial intermediary pursuant to the
Authorised Offeror Terms.
The financial intermediaries referred to in paragraphs (1)(b) and 1(c) under "Consent Specific
Consent" and paragraph (2) under "Consent General Consent" are together the Authorised
Offerors and each an Authorised Offeror.
Any Authorised Offeror who meets all of the conditions set out in "Specific Conditions to General
Consent" and "Common Conditions to Consent" above who wishes to use this Base Prospectus in
connection with a Public Offer is required, for the duration of the relevant Offer Period, to publish
on its website the Acceptance Statement.
ARRANGEMENTS BETWEEN INVESTORS AND AUTHORISED OFFERORS
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