Obligation Assicurazioni Generali S.p.A 7.75% ( XS0863907522 ) en EUR

Assicurazioni Generali S.p.A

99.65 % ⇌

Italie

XS0863907522 ( en EUR )

7.75% par an ( paiement annuel )

11/12/2042

Prospectus brochure de l'obligation Assicurazioni Generali S.p.A XS0863907522 en EUR 7.75%, échéance 11/12/2042

100 000 EUR

984 300 000 EUR

12/06/2024 ( Dans 26 jours )

L'Obligation émise par Assicurazioni Generali S.p.A ( Italie ) , en EUR, avec le code ISIN XS0863907522, paye un coupon de 7.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 11/12/2042

ASSICURAZIONI GENERALI S.p.A.
(incorporated with limited liability under the laws of the Republic of Italy)
GENERALI FINANCE B.V.
(incorporated with limited liability under the laws of The Netherlands having its statutory seat in Amsterdam)
7,000,000,000
Euro Medium Term Note Programme
Guaranteed (where indicated in the relevant Final Terms) in the case of Notes
issued by Generali Finance B.V.
by
ASSICURAZIONI GENERALI S.p.A.
(incorporated with limited liability under the laws of the Republic of Italy)
Under the Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus, Assicurazioni
Generali S.p.A. ("Assicurazioni Generali") and Generali Finance B.V. ("Generali Finance") (each an "Issuer" and, together,
the "Issuers") may from time to time issue notes ("Notes") in bearer form denominated in any currency, as described in further
detail herein. Notes issued under the Programme will not have denominations of less than 1,000. Notes to be issued under the
Programme may comprise (i) unsubordinated Notes (the "Senior Notes"), (ii) senior dated subordinated notes of Assicurazioni
Generali which are subordinated and with a maturity date as described herein (the "Senior Dated Subordinated Notes of
Assicurazioni Generali"), (iii) senior dated subordinated notes of Generali Finance which are subordinated and with a maturity
date as described herein (the "Senior Dated Subordinated Notes of Generali Finance"), (iv) dated deeply subordinated notes
of Assicurazioni Generali which are deeply subordinated and with a maturity date as described herein (the "Dated Deeply
Subordinated Notes of Assicurazioni Generali"), (v) dated deeply subordinated notes of Generali Finance which are deeply
subordinated and with a maturity date as described herein (the "Dated Deeply Subordinated Notes of Generali Finance" and
together with the Senior Dated Subordinated Notes of Assicurazioni Generali, the Senior Dated Subordinated Notes of Generali
Finance and the Dated Deeply Subordinated Notes of Assicurazioni Generali, the "Subordinated Notes"), (vi) hybrid Notes of
Assicurazioni Generali which are deeply subordinated with no fixed maturity as described herein (the "Assicurazioni Generali
Hybrid Notes") and (vii) hybrid Notes of Generali Finance which are deeply subordinated with no fixed maturity as described
herein (the "Generali Finance Hybrid Notes" and, together with the Assicurazioni Generali Hybrid Notes, the "Hybrid Notes").
Notice of the aggregate nominal amount of any tranche of Notes, the interest (if any) payable, the issue price and any
other terms and conditions not contained in this Base Prospectus which are applicable to such Notes will be set out in the final
terms (the "Final Terms"). Where indicated in the relevant Final Terms, payment of Notes issued by Generali Finance will be
unconditionally and irrevocably guaranteed by Assicurazioni Generali.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as
competent authority in Luxembourg to approve this document as a base prospectus under the Luxembourg Law of 10 July 2005
on Prospectuses for Securities (the "Luxembourg Prospectus Law"), which implements Directive 2003/71/EC (in Luxembourg.
Application has been made to the Luxembourg Stock Exchange for Notes issued under this Base Prospectus to be admitted to
trading to the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock
Exchange. The Luxembourg Stock Exchange's regulated market (the "Regulated Market") is a regulated market for the purposes
of the Markets in Financial Investments Directive (Directive 2004/39/EC). The Final Terms in respect of such Notes will be
published in accordance with the provisions of article 16 of the Luxembourg Prospectus Law and will be filed with the CSSF in
accordance with the provisions of article 8(4) of such law. The CSSF gives no undertaking as to the economic or financial
opportuneness of the transaction or the quality and solvency of the Issuer in line 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. Under the
Luxembourg Prospectus Law, prospectuses relating to money market instruments having a maturity at issue of less than 12 months
which fall within the definition of securities are not subject to the approval provisions of Part II of such law, but are subject to
the approval provisions of Part III of the Luxembourg Prospectus Law, which requires the approval of a simplified prospectus.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see "Risk
Factors" on page 14.
Under current legislation in Italy, payments of interest, premium or other income relating to the Notes are subject to
substitute tax (imposta sostitutiva) at a rate of 20 per cent., regardless of maturity. The Issuer will not be liable to pay any
additional amounts to Noteholders in relation to any such substitute tax or withholding. For further information, see "Taxation"
on page 251.
Arrangers
Banca Generali S.p.A.
MEDIOBANCA Banca di Credito Finanziario S.p.A.
Dealers
Banca Generali S.p.A.
Banca IMI
Barclays
BNP PARIBAS
Citigroup
Crédit Agricole CIB
Credit Suisse
Commerzbank
Goldman Sachs International
HSBC
J.P. Morgan
MEDIOBANCA Banca di Credito Finanziario S.p.A.
Morgan Stanley
The Royal Bank of Scotland
UBS Investment Bank
Dated 4 April 2012

CONTENTS
Clause
Page
IMPORTANT NOTICES ........................................................................................................................
3
SUMMARY OF THE PROGRAMME ..................................................................................................
6
RISK FACTORS......................................................................................................................................
14
INFORMATION INCORPORATED BY REFERENCE ......................................................................
27
GENERAL DESCRIPTION OF THE PROGRAMME..........................................................................
30
FORMS OF THE NOTES ......................................................................................................................
37
TERMS AND CONDITIONS OF THE SENIOR NOTES AND THE SUBORDINATED NOTES ....
40
TERMS AND CONDITIONS OF THE HYBRID NOTES ..................................................................
83
FORMS OF FINAL TERMS OF THE SENIOR AND SUBORDINATED NOTES ............................
119
FORMS OF FINAL TERMS OF THE HYBRID NOTES ....................................................................
160
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ..........
219
DESCRIPTION OF ASSICURAZIONI GENERALI S.P.A. ................................................................
222
CAPITALISATION OF ASSICURAZIONI GENERALI S.P.A. ..........................................................
234
OVERVIEW FINANCIAL INFORMATION OF ASSICURAZIONI GENERALI S.P.A. ..................
235
DESCRIPTION OF GENERALI FINANCE B.V. ................................................................................
242
CAPITALISATION OF GENERALI FINANCE B.V. ..........................................................................
246
OVERVIEW FINANCIAL INFORMATION OF GENERALI FINANCE B.V. ..................................
247
TAXATION..............................................................................................................................................
251
SUBSCRIPTION AND SALE ................................................................................................................
261
GENERAL INFORMATION ..................................................................................................................
265
2

IMPORTANT NOTICES
This Base Prospectus comprises two base prospectuses, one for each of Assicurazioni Generali and
Generali Finance, for the purposes of Article 5(4) of the Prospectus Directive.
Each of the Issuers and Assicurazioni Generali in its capacity as guarantor where indicated in the
relevant Final Terms of Notes issued by Generali Finance (the "Guarantor") accepts responsibility for the
information contained in this document and to the best of the knowledge of each of the Issuers and the
Guarantor (which have 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.
This Base Prospectus should be read and construed together with any supplements hereto and with any
other documents incorporated by reference herein and, in relation to any Tranche (as defined herein) of
Notes, should be read and construed together with the relevant Final Terms.
Each of the Issuers and the Guarantor has confirmed to the Dealers named under "Subscription and
Sale" below that this Base Prospectus (including for this purpose, each relevant Final Terms) contains all
information which according to the particular nature of the Issuers and the Guarantor and the securities
offered to the public or admitted to trading on a regulated market, is necessary to enable investors to make
an informed assessment of the assets and liabilities, financial position, profits and losses, and the prospects
of the Issuers and the Guarantor and of any rights attaching to such securities and is (in the context of the
Programme, the issue, offering and sale of the Notes and the guarantee of the Notes, where applicable)
material; that such information is true and accurate in all material respects and is not misleading in any
material respect; that any opinions, predictions or intentions expressed herein are honestly held or made and
are not misleading in any material respect; that this Base Prospectus does not omit to state any material fact
necessary to make such information, opinions, predictions or intentions (in the context of the Programme,
the issue, offering and sale of the Notes and the guarantee of the Notes, where applicable) not misleading
in any material respect; and that all proper enquiries have been made to verify the foregoing.
No person has been authorised to give any information or to make any representation not contained in
or not consistent with this Base Prospectus or any other document entered into in relation to the Programme
or any information supplied by each of the Issuers or the Guarantor or such other information as is in the
public domain and, if given or made, such information or representation should not be relied upon as having
been authorised by each of the Issuers, the Guarantor or any Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates,
and neither the Dealers nor any of their respective affiliates makes any representation or warranty or accepts
any responsibility as to the accuracy or completeness of the information contained in this Base Prospectus.
Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note
shall, in any circumstances, create any implication that the information contained in this Base Prospectus is
true subsequent to the date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that there has been no adverse change, or any event reasonably likely to involve any
adverse change, in the condition (financial or otherwise) of each of the Issuers or the Guarantor since the
date hereof or, if later, the date upon which this Base Prospectus has been most recently supplemented or
that any other information supplied in connection with the Programme is correct at any time subsequent to
the date on which it is supplied or, if different, the date indicated in the document containing the same.
This Base Prospectus may only be used for the purposes for which it has been published. The distribution
of this Base Prospectus and any Final Terms and the offering, sale and delivery of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any Final
Terms comes are required by the Issuers, the Guarantor and the Dealers to inform themselves about and to
observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes
and on the distribution of this Base Prospectus or any Final Terms and other offering material relating to
the Notes, see "Subscription and Sale". In particular, Notes have not been and will not be registered under
the United States Securities Act of 1933 (as amended) (the "Securities Act") and are subject to U.S. tax
law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United
States or to U.S. persons.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for
or purchase any Notes and should not be considered as a recommendation by the Issuers, the Guarantor, the
Dealers or any of them that any recipient of this Base Prospectus or any Final Terms should subscribe for
3

or purchase any Notes. Each recipient of this Base Prospectus or any Final Terms shall be taken to have
made its own investigation and appraisal of the condition (financial or otherwise) of each of the Issuers and
the Guarantor.
The maximum aggregate principal amount of Notes outstanding and guaranteed at any one time under
the Programme will not exceed 7,000,000,000 and, for this purpose, any Notes denominated in another
currency shall be translated into euro at the date of the agreement to issue such Notes, calculated in accordance
with the provisions of the Dealer Agreement (as defined under "Subscription and Sale"). The maximum
aggregate principal amount of Notes which may be outstanding and guaranteed at any one time under the
Programme may be increased from time to time, subject to compliance with the relevant provisions of the
Dealer Agreement.
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 (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 the rating is provided by a credit rating agency operating in the European Union before 7 June 2010
which has submitted an application for registration in accordance with the CRA Regulation and such
registration is not refused.
In this Base Prospectus, unless otherwise specified, references to "EUR", "euro" or "" are to the
single currency introduced at the start of the third stage of European Economic and Monetary Union and as
defined in Article 2 of Council Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of the euro,
as amended. Unless otherwise specified or where the context requires, references to laws and regulations
are to the laws and regulations of Italy or The Netherlands, as the case may be.
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below
may apply, any offer of Notes in any Member State of the European Economic Area which has implemented
the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under
the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish
a prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that Relevant
Member State of Notes which are the subject of an offering/placement contemplated in this Base Prospectus
as completed by Final Terms or a Drawdown Prospectus in relation to the offer of those Notes may only do
so (i) in circumstances in which no obligation arises for the Issuers, the Guarantor or any Dealer to publish
a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article
16 of the Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer
has been approved by the competent authority in that Relevant Member State or, where appropriate, approved
in another Relevant Member State and notified to the competent authority in that Relevant Member State
and (in either case) published, all in accordance with the Prospectus Directive, provided that any such
prospectus has subsequently been completed by Final Terms or is a Drawdown Prospectus which specifies
that offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant
Member State, such offer is made in the period beginning and ending on the dates specified for such purpose
in such prospectus or final terms or drawdown prospectus, as applicable, and the relevant Issuer has consented
in writing to its use for the purpose of such offer. Except to the extent sub-paragraph (ii) above may apply,
neither the Issuers, the Guarantor nor any Dealer have authorised, nor do they authorise, the making of any
offer of Notes in circumstances in which an obligation arises for the Issuers, the Guarantor or any Dealer
to publish or supplement a prospectus for such offer. The expression "Prospectus Directive" means Directive
2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented
in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member
State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
Certain figures included in this Base Prospectus have been subject to rounding adjustments; accordingly,
figures shown for the same category presented in different tables may vary slightly and figures shown as
totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
4

STABILISATION
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR
DEALERS (IF ANY) NAMED AS THE STABILISING MANAGER(S) (OR PERSONS ACTING ON
BEHALF OF ANY STABILISING MANAGER(S)) IN THE APPLICABLE FINAL TERMS MAY
OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT
OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING
MANAGER(S) (OR PERSONS ACTING ON BEHALF OF A STABILISING MANAGER) WILL
UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE
OFFER OF THE RELEVANT TRANCHE OF NOTES IS MADE AND, IF BEGUN, MAY BE ENDED
AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE
ISSUE DATE OF THE RELEVANT TRANCHE OF NOTES AND 60 DAYS AFTER THE DATE OF
THE ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES. ANY STABILISATION ACTION
OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE RELEVANT STABILISING
MANAGER(S) (OR PERSON(S) ACTING ON BEHALF OF ANY STABILISING MANAGER(S)) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
MARKET STATISTICS
Information and statistics presented in this Base Prospectus regarding business trends, market trends,
market volumes and the market share of the Issuers or the Generali Group (as defined herein) are either
derived from, or are based on, internal data or publicly available data from various independent sources.
Although the Issuers and the Guarantor believe that the external sources used are reliable, the Issuers and
the Guarantor have not independently verified the information provided by such sources.
5

SUMMARY OF THE PROGRAMME
The following paragraph is to be read as an introduction to the Summary of the Programme if the
relevant Member State of the European Economic Area has not implemented the changes to the Summary
requirements under the 2010 PD Amending Directive:
This summary must be read as an introduction to this Base Prospectus and any decision to invest in
the Notes should be based on a consideration of the Base Prospectus as a whole, including any documents
incorporated by reference. Following the implementation of the relevant provisions of Directive 2003/71/EC
(but not including any amendment thereto pursuant to the 2010 PD Amending Directive) in each Member
State of the European Economic Area, no civil liability will attach to the Responsible Persons in any such
Member State solely on the basis of this summary, including any translation thereof, unless it is misleading,
inaccurate or inconsistent when read together with the other parts of this Base Prospectus, including any
information incorporated by reference. Where a claim relating to the information contained in this Base
Prospectus is brought before a court in a Member State of the European Economic Area, the plaintiff may,
under the national legislation of the Member State where the claim is brought, be required to bear the costs
of translating the Base Prospectus before the legal proceedings are initiated.
Words and expressions defined in "Forms of the Notes", "Terms and Conditions of the Senior Notes
and Subordinated Notes" or "Terms and Conditions of the Hybrid Notes" below shall have the same meanings
in this summary, and references to a numbered "Condition" shall be to the relevant Condition under the
relevant Terms and Conditions set out below.
The following paragraph is to be read as an introduction to the Summary of the Programme if the
relevant Member State of the European Economic Area has implemented the changes to the Summary
requirements under the 2010 PD Amending Directive:
This summary must be read as an introduction to this Base Prospectus and is provided as an aid to
investors when considering whether to invest in the Notes, but it is not a substitute for the Base Prospectus.
Any decision to invest in the Notes should be based on a consideration of the Base Prospectus as a whole,
including any documents incorporated by reference. Following the implementation of the relevant provisions
of Directive 2003/71/EC, as amended, in each Member State of the European Economic Area, no civil liability
will attach to the Responsible Persons in any such Member State solely on the basis of this summary, including
any translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the other
parts of this Base Prospectus, including any information incorporated by reference, or it does not provide,
when read together with the other parts of this Base Prospectus, key information (as defined in Article 2.1(s)
of Directive 2003/71/EC, as amended) in order to aid investors when considering whether to invest in the
Notes. Where a claim relating to the information contained in this Base Prospectus is brought before a court
in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the
Member State where the claim is brought, be required to bear the costs of translating the Base Prospectus
before the legal proceedings are initiated.
Words and expressions defined in "Forms of the Notes", "Terms and Conditions of the Senior Notes
and Subordinated Notes" or "Terms and Conditions of the Hybrid Notes" below shall have the same meanings
in this summary, and references to a numbered "Condition" shall be to the relevant Condition under the
relevant Terms and Conditions set out below.
Issuers:
Assicurazioni Generali S.p.A.
Assicurazioni Generali has a dual function within the Generali
Group, acting as an insurer in its own right, operating through branch
offices in Italy and other countries, and also acting as the parent
company of the Generali Group. The Generali Group is the largest
insurance group in Italy and the third largest in Europe in terms of
total gross premiums written. The Generali Group operates in some
69 countries worldwide through branch offices and subsidiaries.
As at 31 December 2011, before the elimination of intragroup
transactions between segments, gross earned premiums of the
Generali Group amounted to Euro 65.67 billion (as at 31 December
2010: Euro 68.40 billion), of which Euro 42.99 billion (as at
31 December 2010: Euro 46.16 billion) was attributable to its life
6

insurance business and Euro 22.68 billion (as at 31 December 2010:
Euro 22.24 billion) to its non-life insurance business. The
consolidated net profit of the Generali Group for the full year 2011
was Euro 1.15 billion (as at 31 December 2010: Euro 2.02 billion).
Total investments of the Generali Group as at 31 December
2011 amounted to Euro 346.66 billion (as at 31 December 2010:
Euro 364.32 billion). Net insurance provision, net of consolidated
adjustments of the Generali Group as at 31 December
2011 amounted to Euro 319.31 billion (as at 31 December 2010:
Euro 323.85 billion). See "Description of Assicurazioni Generali
S.p.A."
Generali Finance B.V.
Generali Finance is a finance company of the Generali Group. The
main activities of Generali Finance are holding and managing
shareholdings and borrowing or lending monies including public
and private lending.
For the year ended 31 December 2011, income from current assets
amounted to Euro 1.1 million compared to Euro 0.5 million for the
same period in 2010, representing an increase of 120.0 per cent. For
the year ended 31 December 2011, total expenses amounted to Euro
3.0 million compared to Euro 2.9 million in 2010, representing a
decrease of 3.4 per cent. As at 31 December 2011, total assets
amounted to Euro 6,068.5 million compared to Euro 6,051.4 million
as at 31 December 2010 and consisted of Euro 6,053.7 million of
loans to other Generali Group companies (compared to Euro 6,037.6
million in 2010). For the year ended 31 December 2011, Generali
Finance recorded a profit of Euro 11.3 million (compared to the
profit of Euro 10.9 million in 2010). See "Description of Generali
Finance B.V."
Guarantor:
Assicurazioni Generali S.p.A. (with respect to Notes issued by
Generali Finance B.V. where such Notes are stated to have the benefit
of the Guarantee in the relevant Final Terms (the "Guaranteed
Notes").
Arrangers:
Banca Generali S.p.A.
Mediobanca Banca di Credito Finanziario S.p.A.
Dealers:
Banca IMI S.p.A., Banca Generali S.p.A., Barclays Bank PLC, BNP
Paribas, Citigroup Global Markets Limited, Crédit Agricole
Corporate and Investment Bank, Credit Suisse Securities (Europe)
Limited, Commerzbank Aktiengesellschaft, Goldman Sachs
International, HSBC Bank plc, J.P. Morgan Securities Ltd.,
Mediobanca Banca di Credito Finanziario S.p.A., Morgan Stanley
& Co. International plc, The Royal Bank of Scotland plc, UBS
Limited and any other Dealer appointed from time to time by the
Issuers and the Guarantor either generally in respect of the
Programme or in relation to a particular Tranche of Notes.
Fiscal Agent and Luxembourg
BNP Paribas Securities Services, Luxembourg Branch.
Listing Agent:
Rating:
The rating of the Notes to be issued under the Programme will be
specified in the applicable 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.
7

Whether o r not each credit rating applied for in relation to the
relevant Series of Notes will be (1) issued by a credit rating agency
established in the EEA and registered (or which has applied for
registration and not been refused) under Regulation (EU) No.
1060/2009, as amended (the "CRA Regulation"), or (2) issued by
a credit rating agency which is not established in the EEA but will
be endorsed by a CRA which is established in the EEA and registered
under the CRA Regulation or (3) issued by a credit rating agency
which is not established in the EEA but which is certified under 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 EEA and registered under the CRA
Regulation unless (i) the rating is provided by a credit rating agency
operating in the EEA before 7 June 2010 which has submitted an
application for registration in accordance with the CRA Regulation
and such registration has not been refused, or (2) the rating is
provided by a credit rating agency not established in the EEA but
is endorsed by a credit rating agency established in the EEA and
registered under the CRA Regulation or (3) the rating is provided
by a credit rating agency not established in the EEA which is certified
under the CRA Regulation.
Approval, Listing and Admission
Application has been made to the CSSF to approve this document
to Trading:
as a base prospectus. Application has also been made for Notes
issued under the Programme to be admitted to trading on the
regulated market of the Luxembourg Stock Exchange and to be listed
on the official list of the Luxembourg Stock Exchange.
Notes may be listed or admitted to trading, as the case may be, on
other or further stock exchanges or markets agreed between the
relevant Issuer and the relevant Dealer in relation to the Series. Notes
which are neither listed nor admitted to trading on any market may
also be issued.
Pursuant to Articles 17 and 18 of the Prospectus Directive, Article
19 of the Luxembourg Prospectus Law and for the purposes of
having Notes admitted to trading on a regulated market in a Member
State of the European Economic Area other than Luxembourg, the
CSSF may, at the request of the relevant Issuer, send to the competent
authority of such Member State: (i) a copy of this Base Prospectus;
(ii) a certificate of approval attesting that this Base Prospectus has
been drawn up in accordance with the Prospectus Directive; and (iii)
if so required by the competent authority of such Member State, a
translation into the official language(s) of such Member State of a
summary drawn up in accordance with Article 5(2) of the Prospectus
Directive.
The applicable Final Terms will state whether or not the relevant
Notes are to be listed and/or admitted to trading and, if so, on which
stock exchanges and/or markets.
Clearing Systems:
Euroclear and/or Clearstream, Luxembourg and/or, in relation to any
Tranche of Notes, any other clearing system as may be specified in
the relevant Final Terms.
Initial Programme Amount:
7,000,000,000 (or its equivalent in other currencies) aggregate
principal amount of Notes outstanding and guaranteed at any one
time.
8

Issuance in Series:
Notes will be issued in Series. Each Series may comprise one or
more Tranches issued on different issue dates. The Notes of each
Series will all be subject to identical terms, except that the issue date
and the amount of the first payment of interest may be different in
respect of different Tranches. The Notes of each Tranche will all be
subject to identical terms in all respects save that a Tranche may
comprise Notes of different denominations.
Final Terms or Drawdown
Notes issued under the Programme may be issued either: (1) pursuant
Prospectus:
to this Base Prospectus and associated Final Terms; or (2) pursuant
to a Drawdown Prospectus.
Forms of Notes:
Notes may only be issued in bearer form. Each Tranche of Notes
will initially be in the form of either a Temporary Global Note or a
Permanent Global Note, in each case as specified in the relevant
Final Terms.
Currencies:
Notes may be denominated in euro or in any other currency or
currencies, subject to compliance with all applicable legal and/or
regulatory and/or central bank requirements.
Status of the Notes and Guarantee:
Notes may be issued by Assicurazioni Generali and Generali Finance
and, in the case of Notes issued by Generali Finance, may be
guaranteed by Assicurazioni Generali, in each case on a subordinated
or unsubordinated basis as specified in the relevant Final Terms. For
further details of the status of the Notes and the Guarantee, see the
Terms and Conditions of the Senior Notes and the Subordinated
Notes and the Terms and Conditions of the Hybrid Notes.
Senior Notes Deferral of Interest
The relevant Final Terms will specify whether, in what circumstances
and/or Instalment Amounts:
and to what extent interest and/or Instalment Amounts may be
deferred, as well as how such deferred interest and/or Instalment
Amounts shall be treated.
Senior Notes Cross Default:
The Senior Notes will have the benefit of a cross default as described
in Condition 24(a) (Events of Default of Senior Notes) of the Terms
and Conditions of the Senior Notes and the Subordinated Notes.
Senior Dated Subordinated Notes 
The relevant Issuer may elect to, and in some cases shall, defer
Deferral of Interest:
payment of all (or, in the case of optional deferral only, some only)
of the interest accrued on its Senior Dated Subordinated Notes on
an Interest Payment Date subject to certain conditions, all as
described in further detail in Conditions 7 (Special provisions
relating to Senior Dated Subordinated Notes of Assicurazioni
Generali) and 9 (Special Provisions relating to Senior Dated
Subordinated Notes of Generali Finance) of the Terms and
Conditions of the Senior Notes and the Subordinated Notes.
Senior Dated Subordinated Notes 
The relevant Final Terms shall specify whether, in what
Deferral of Instalment Amounts:
circumstances and to what extent Instalment Amounts may or shall
be deferred, as well as how such deferred Instalment Amounts shall
be treated.
Dated Deeply Subordinated Notes  The relevant Issuer may elect to, and in some cases shall, defer
Deferral of Interest:
payment of all (or, in the case of optional deferral only, some only)
of the interest accrued on its Dated Deeply Subordinated Notes on
an Interest Payment Date subject to certain conditions, all as
described in further detail in Conditions 11 (Special provisions
relating to Dated Deeply Subordinated Notes of Assicurazioni
Generali) and 13 (Special provisions relating to Dated Deeply
Subordinated Notes of Generali Finance) of the Terms and
Conditions of the Senior Notes and the Subordinated Notes.
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Dated Deeply Subordinated Notes  Dated Deeply Subordinated Notes may contain provisions permitting
Loss Absorption:
the relevant Issuer to apply loss absorption provisions in connection
with reductions in the Required Solvency Margin.
Subordinated Notes Modification
If the Regulatory Event, Tax Event or Rating Event Modification
following a Regulatory Event, Tax
Provisions are specified in the relevant Final Terms as being
Event or Rating Event:
applicable, the Issuer may in certain circumstances following a
Regulatory Event, a Tax Event or a Rating Event, without any
requirement for the consent or approval of the Noteholders, modify
the terms of the Notes as described in further detail in Condition
28(d) (Modification following a Regulatory Event, Tax Event or
Rating Event) of the Terms and Conditions of the Senior Notes and
the Subordinated Notes.
Hybrid Notes Optional Deferral
If specified in the relevant Final Terms, Hybrid Notes may contain
of Interest:
provisions pursuant to which the relevant Issuer may, by giving
notice to Noteholders, elect to defer payment of all (or some only)
of the interest accrued to an Interest Payment Date subject to certain
conditions, all as described in further detail in Condition 10.1
(Optional deferral of interest) of the Terms and Conditions of the
Hybrid Notes.
Hybrid Notes Mandatory
If specified in the relevant Final Terms, Hybrid Notes may contain
Deferral of Interest:
provisions pursuant to which the relevant Issuer will be required to
defer payment of all (or part only) of the interest accrued to an
Interest Payment Date subject to certain conditions, all as described
in further detail in Condition 11.1 (Mandatory deferral of interest
following a Mandatory Deferral Event) of the Terms and Conditions
of the Hybrid Notes.
Hybrid Notes Effect of Deferral
Any unpaid amounts of interest that have been deferred in accordance
of Interest:
with Condition 10.1 (Optional deferral of interest) or Condition 11.1
(Mandatory deferral of interest following a Mandatory Deferral
Event) of the Terms and Conditions of the Hybrid Notes will
constitute arrears of interest and no interest will accrue on such
arrears of interest and Condition 12 (Settlement of Deferred Interest
and Discretionary Payments via ACSM) of the Terms and Conditions
of the Hybrid Notes shall apply.
Hybrid Notes Optional
If specified in the relevant Final Terms, Hybrid Notes may contain
Cancellation of Interest:
provisions pursuant to which the relevant Issuer may, by giving
notice to Noteholders, elect to cancel payment of all (or some only)
of the interest accrued to an Interest Payment Date subject to certain
conditions, all as described in further detail in Condition 10.2
(Optional cancellation of interest) of the Terms and Conditions of
the Hybrid Notes.
Hybrid Notes Mandatory
If specified in the relevant Final Terms, Hybrid Notes may contain
Cancellation of Interest:
provisions pursuant to which the relevant Issuer will be required to
cancel payment of all (or part only) of the interest accrued to an
Interest Payment Date subject to certain conditions, all as described
in further detail in Condition 11.2 (Mandatory cancellation of
interest following a Mandatory Cancellation Event) of the Terms
and Conditions of the Hybrid Notes.
Hybrid Notes Effect of
Any unpaid amounts of interest that have been cancelled in
Cancellation of Interest:
accordance with Condition 10.2 (Optional cancellation of interest)
or Condition 11.2 (Mandatory cancellation of interest following a
Mandatory Cancellation Event) of the Terms and Conditions of the
Hybrid Notes will not accumulate or compound and all rights and
claims in respect of such interest shall be fully and irrevocably
10