Obligation UnipolSai Assicurazioni S.r.l. 5.75% ( XS1078235733 ) en EUR

UnipolSai Assicurazioni S.r.l.

100 % ⇌

Italie

XS1078235733 ( en EUR )

5.75% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation UnipolSai Assicurazioni S.p.A XS1078235733 en EUR 5.75%, échéance Perpétuelle

18/06/2026 ( Dans 351 jours )

UnipolSai Assicurazioni S.p.A. est une société italienne majeure du secteur des assurances, offrant une gamme complète de produits d'assurance dommages et vie, ainsi que des services financiers connexes.

L'obligation perpétuelle UnipolSai Assicurazioni S.p.A. (XS1078235733), émise en Italie et libellée en EUR, affiche un prix actuel de marché de 100% avec un taux d'intérêt de 5,75% et une fréquence de paiement annuelle.

BASE PROSPECTUS

UNIPOLSAI ASSICURAZIONI S.p.A.
(incorporated with limited liability in the Republic of Italy)
3,000,000,000
Euro Medium Term Note Programme
Under this 3,000,000,000 Euro Medium Term Note Programme (the Programme), UnipolSai Assicurazioni S.p.A. (UnipolSai or the Issuer)
may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined
below). Notes may be issued as unsubordinated Notes (Senior Notes) or Tier 2 Notes (Tier 2 Notes). References in this Base Prospectus to the
Terms and Conditions of the Notes shall be to (i) the Terms and Conditions of the Senior Notes and/or (ii) the Terms and Conditions of the
Tier 2 Notes, as the context may require.
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed 3,000,000,000 (or its
equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "General Description of the Programme" and any
additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers), which
appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus (as defined below) to the relevant Dealer
shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such
Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors"
beginning on page 9 .
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the
Luxembourg Act dated 10 July 2005 on prospectuses for securities (the Prospectus Act 2005) to approve this document (the Base Prospectus)
as a base prospectus. The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this
Base Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005. Applicat ion has also been
made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange's
regulated market and to be listed on the Official List of the Luxembourg Stock Exchange.
References in this Base Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on
the Luxembourg Stock Exchange's regulated market and have been admitted to the Official List of the Luxembourg Stock Exchange. The
Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive
(Directive 2014/65/EU).
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other
information not contained herein which is applicable to each T ranche (as defined under "Terms and Conditions of the Notes") of Notes will be
set out in a final terms document (the Final Terms) which will be filed with the CSSF. Copies of Final Terms in relation to Notes to be listed
on the Luxembourg Stock Exchange will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets
as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on
any market.
The Issuer has been rated "BBB/stable" (insurance financial strength rating) by Fitch Ratings Limited (Fitch), "Baa2/negative" (insurance
financial strength rating) by Moody's Investors Service Ltd (Moody's), "BBB+/stable" (long-term credit rating) and "A-2" (short term credit
rating) by Dagong Global (Dagong), and A-/stable (financial strength rating) and "a-/stable" (issuer credit rating) by A.M. Best Europe Rating
Services Ltd (AM Best). The Programme has been rated "BBB-" (senior debt) and "BB" (dated subordinated debt) by Fitch and "(P)Baa3"
(senior unsecured) and "(P)Ba1" (subordinated) by Moody's. The rating of certain Series or Tranches of Notes to be issued under the Programme
may be specified in the applicable Final Terms. Each of Fitch, Moody's, Dagong and AM Best is established in the European Union and is
registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such, each of Fitch, Moody's, Dagong and AM
Best is included in the list of credit ratings agencies published by the European Securities and Markets Authority on its website (at
www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. A security rating and an issuer's
corporate rating are 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.

Arrangers
J.P. Morgan
Mediobanca
UniCredit Bank
Dealers
J.P. Morgan
Mediobanca
UniCredit Bank
The date of this Base Prospectus is 2 February 2018.

IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus i n res pect of al l Notes i s s ued under the
Prog ramme for the purposes of Article 5.4 of the Pros pectus Di recti ve. Pros pectus Directive
m e a n s D i r e c t i v e 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any
relevant implementing measure in a relevant Member State of the European Economic Area).
The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final
Terms for each Tranche of Notes issued under the Programme. 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.
Copies of Final Terms will be available from the registered office of the Issuer and the specified office
set out below of each of the Paying Agents (as defined below).
This Base Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference"). This Base Prospectus
shall be read and construed on the basis that such documents are incorporated by reference and form
part of this Base Prospectus.
No representation, warranty or undertaking, express or implied, is made by any of the Dealers or
any of their respective affiliates and no responsibility or liability is accepted by any of the Dealers or
by any of their respective affiliates as to the accuracy or completeness of the information contained or
incorporated by reference in this Base Prospectus or of any other information provided by the Issuer
in connection with the Programme. No Dealer accepts any liability in relation to the information
contained or incorporated by reference in this Base Prospectus or any other information provided by
the Issuer in connection with the Programme.
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 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 of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or
any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be
considered as a recommendation by the Issuer or any of the Dealers 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. 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 the Issuer and its
subsidiaries (the Group) and of the rights attaching to the relevant Notes and reach its own view, based upon
its own judgement and upon advice from such financial, legal and tax advisers as it has deemed necessary,
prior to making any investment decision. 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 of the Dealers to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus 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. The Dealers expressly do not undertake to review the financial condition or affairs of the Issuer

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during the life of the Programme or to advise any investor in the Notes of any information coming to
their attention.
The 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, or for the
account or benefit of, U.S. persons (see "Subscription and Sale").

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IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND OFFERS
OF NOTES GENERALLY
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes
in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Base Prospectus and the offer or sale of Notes may be restricted
by law in certain jurisdictions. The Issuer and the Dealers do not represent that this Base Prospectus
may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption
available thereunder, or assume any responsibility for facilitating any such distribution or offering. In
particular, no action has been taken by the Issuer or the Dealers which is intended to permit a public
offering of any Notes or distribution of this Base Prospectus in any jurisdiction where action for that
purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this
Base Prospectus nor any advertisement or other offering material may be distributed or published in
any jurisdiction, except under circumstances that will result in compliance with any applicable laws
and regulations. Persons into whose possession this Base Prospectus or any Notes may come must inform
themselves about, and observe, any such restrictions on the distribution of this Base Prospectus and the
offering and sale of Notes. In particular, there are restrictions on the distribution of this Base
Prospectus and the offer or sale of Notes in the United States, the European Economic Area (including
the United Kingdom and the Republic of Italy) and Japan, see "Subscription and Sale".
This Base Prospectus has been prepared on the basis that 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 of Notes in that Relevant Member State
may only do so in circumstances in which no obligation arises for the Issuer 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. Neither the Issuer nor any
Dealer has authorised, nor do they authorise, the making of any offer of Notes in circumstances in
which an obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such
offer.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes will include a legend entitled "MiFID II Product Governance"
which will outline the target market assessment in respect of the Notes and which channels for distribution of
the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the target market assessment; however, a distributor subject to
Directive 2014/65/EU (as amended, MiFID II) is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules ), any
Dealer subscribing for any Notes is a manufacturer in res pect of such Notes, but otherwise neither the
Arrangers nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MIFID Product Governance Rules.
IMPORTANT EEA RETAIL INVESTORS
If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA 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 in the European Economic Area (EEA). For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point

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(11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (as amended,
the Insurance Mediation Directive), where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II. 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 has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the EEA may be unl awful under the
PRIIPs Regulation.
SUITABILITY OF INVESTMENT
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particul ar, each potential
investor may wish to consider, either on its own or with the help of its financial and other professional
advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in
this Base Prospectus or any applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes where the currency for principal or interest payments is different from the potential
investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of financial
markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its
investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to legal investment laws and regulations, or review or regulation by certain authorities.
Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes
are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other
restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal
advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable
risk-based capital or similar rules.
PRESENTATION OF INFORMATION
All references in this document to U.S. dollars, U.S.$ and $ refer to United States dollars, and
references to euro, Euro and refer to the currency introduced at the start of the third stage of
European economic and monetary union pursuant to the Treaty establishing the European
Community, as amended.
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.
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.

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USE OF BENCHMARKS
Amounts payable on Floating Rate Notes will be calculated by reference to one of LIBOR or EURIBOR (in
each case as defined in Terms and Conditions of the Notes) as specified in the relevant Final Terms. As at the
date of this Base Prospectus, the administrators of LIBOR and EURIBOR are not included in ESMA's
register of administrators under Article 36 of the Regulation (EU) No. 2016/1011 (the Benchmarks
Regulation). As far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmarks
Regulation apply, such that the administrators of LIBOR and EURIBOR are not currently required to
obtain authorisation/registration (or, if located outside the European Union, recognition, endorsement or
equivalence).
FORWARD-LOOKING STATEMENTS
This Base Prospectus, including, without limitation, any documents incorporated by referenc e herein,
may contain forward-looking statements, including (without limitation) statements identified by the
use of terminology such as "anticipates", "believes", "estimates", "expects", "intends", "may",
"plans", "projects", "will", "would" or similar words. These statements are based on the Issuer's
current expectations and projections about future events and involve substantial uncertainties. All
statements, other than statements of historical facts, contained herein regarding the Issuer's strategy,
goals, plans, future financial position, projected revenues and costs or prospects are forward-looking
statements. Forward-looking statements are subject to inherent risks and uncertainties, some of which
cannot be predicted or quantified. Future events or actual results could differ materially from those
set forth in, contemplated by or underlying forward-looking statements. The Issuer does not
undertake any obligation to publicly update or revise any forward-l ooking statements.
INDUSTRY AND MARKET DATA
Certain information regarding markets, market size, market share, market position, growth rates and other
industry data pertaining to the Issuer's and the Group's business contained in this Base Prospectus consists
of estimates based on data reports compiled by professional organisations and analysts, on data from other
external sources, and on the Issuer's knowledge of sales and markets. In many cases, there is no readily
available external information (whether from trade associations, government bodies or other organisations)
to validate market-related analyses and estimates, requiring the Issuer to rely on internally developed
estimates. In respect of information in this Base Prospectus that has been extracted from a third party, 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 third parties, no facts have been omitted which would
render the reproduced information inaccurate or misleading. Although the Issuer believes that the external
sources used are reliable, the Issuer has not independently verified the information provided by such sources.
ALTERNATIVE PERFORMANCE MEASURES
This Base Prospectus, and the documents incorporated by reference hereto, contains certain alternative
performance measures (APMs), complete with an explanation of the criteria used to construct them, in
addition to the IFRS financial indicators obtained directly from the audited consolidated financial statements
of the Issuer for the years ended 31 December 2016 and 2015 and from the unaudited consolidated interim
financial report of the Issuer for the six-month period ended 30 June 2017, each incorporated by reference
into this Base Prospectus under the section "Documents Incorporated by Reference", and which are useful to
present the results and the financial performance of the Group.
For information regarding the APMs, including an explanation of the criteria used to construct them, see the
sections headed "Alternative performance indicators" on page 21 of the audited consolidated financial
statements of the Issuer for the year ended 31 December 2016 and on page 13 of the unaudited consolidated
interim financial report of the Issuer for the six-month period ended 30 June 2017, each incorporated by
reference into this Base Prospectus.

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The Issuer believes that these APMs provide useful supplementary information to investors and that they are
commonly used measures of financial performance complementary to, rather than a substitute for, IFRS
financial indicators, since they facilitate operating performance and cash flow comparisons from period to
period, time to time and company to company.
It should be noted that these financial measures are not recognised as a measure of performance or liquidity
under IFRS and should not be recognized as an alternative to operating income or net income or any other
performance measures recognised as being in accordance with IFRS.
These measures are not indicative of the historical operating results of the Group, nor are they meant to be
predictive of future results. Since all companies do not calculate these measures in an identical manner, the
Group's presentation may not be consistent with similar measures used by other companies. Therefore,
undue reliance should not be placed on such data.
STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation 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 stabilisation may not
necessarily occur. 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 cease 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 Stabilisation Manager(s) (or
persons acting on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws and
rules.

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CONTENTS
Page
Risk Factors............................................................................................................................................................................9
General Description of the Programme ..............................................................................................................................30
Documents Incorporated by Reference ..............................................................................................................................34
Form of the Notes ................................................................................................................................................................36
Applicable Final Terms (Senior Notes)..............................................................................................................................38
Applicable Final Terms (Tier 2 Notes) .............................................................................................................................49
Terms and Conditions of Senior Notes ..............................................................................................................................62
Terms and Conditions of Tier 2 Notes ...............................................................................................................................88
Use of Proceeds..................................................................................................................................................................125
Description of the Issuer....................................................................................................................................................126
Taxation ..............................................................................................................................................................................155
Subscription and Sale ........................................................................................................................................................163
General Information...........................................................................................................................................................167

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RISK FACTORS
Any investment in the Notes is subject to a number of risks. Prior to investing in the Notes, prospective investors
should carefully consider risk factors associated with any investment in the Notes, the business of the Issuer and the
industry(ies) in which it operates together with all other information contained in this Base Prospectus, including,
in particular, the risk factors described below, including any document incorporated by reference herein.
The Issuer believes that the following risk factors may affect its ability to fulfil its obligations under the Notes issued
under the Programme and/or may have a negative impact on the price o f the Notes resulting in a partial or total
loss of the investment of the Noteholders. Most of these factors are contingencies which may or may not occur and
the Issuer is not in a position to express a view on the likelihood of any such contingency occurr ing. In addition,
factors which are material for the purpose of assessing the market risks associated with the Notes issued under the
Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the Notes
issued under the Programme, but the inability of the Issuer to pay interest, principal or other amounts on or in
connection with any Notes may occur for other reasons which may not be considered significant risks by the Issu er,
based on information currently available to it or which it may not currently be able to anticipate. Prospective
investors should also read the detailed information set out elsewhere in this Base Prospectus (including, without
limitation, any documents incorporated by reference herein) and reach their own views prior to mak ing any
investment decision, based upon their own judgement and upon advice from such financial, legal and tax advisers
as they have deemed necessary.
References in these "Risk Factors" to the "relevant Terms and Conditions" are to the Terms and Conditions of the
Senior Notes or the Terms and Conditions of the Tier 2 Notes, as the case may be, in each case appearing
elsewhere in this Base Prospectus and as completed by the applicable Final Terms of the relevant Tranche of Notes.
Words and expressions defined in "Applicable Final Terms", "Terms and Conditions of the Notes" or elsewhere in
this Base Prospectus have the same meaning in this section. Prospective investors should read the en tire Base
Prospectus.
FACTORS THAT MAY AFFECT THE ISSUER'S ABILITY TO FULFIL ITS OBLIGATIONS UNDER
THE NOTES ISSUED UNDER THE PROGRAMME
Negative developments in economic and financial market conditions, whether on a national or supranational
basis, may materially adversely affect UnipolSai's results of operations, business and financial condition
UnipolSai's businesses, financial position and results of operations are inherently subject to global financial market
fluctuations and economic conditions generally. While financial markets generally recovered in 2016, a wide
variety of factors continues to negatively impact economic growth prospects and contribute to high levels of
volatility in financial markets (including in currency exchange and interest rates ). These factors include, among
others, continuing concerns over sovereign debt issuers, particularly in Europe; the stability and status quo of the
European Monetary Union; concerns about the Italian economy (which is the main market for the Group) which
might have a material adverse effect on UnipolSai's business and financial position, in light of the link between
UnipolSai's credit rating and that of the Republic of Italy; concerns over levels of economic growth and consumer
confidence generally; the strengthening or weakening of foreign currencies against the Euro; structural reforms or
other changes made to the Euro, the Eurozone or the European Union; the availability and cost of credit; the
stability and solvency of certain financial institutions and other companies; inflation or deflation in certain markets;
central bank intervention in the financial markets through quantitative easing or similar programmes; volatile
energy costs; adverse geopolitical events (including acts of terrorism or military c onflicts); political uncertainty
which may adversely affect the membership of certain countries in the European Union or the Eurozone, or
relations between these countries and the European Union or the Eurozone and other recent developments such as
the negative outcome of the "Brexit" referendum in June 2016 and the Italian referendum on constitutional reform
in December 2016 and uncertainty regarding the U.S. and worldwide political, regulatory and economic
environment following the inauguration of a new U.S. administration in January 2017, including with respect to

9

potential changes in U.S. laws, regulations and policies governing financial regulation, foreign trade and foreign
investment. Furthermore, certain initiatives from governments and support of ce ntral banks in order to stabilise
financial markets could be suspended or interrupted which could, in an uncertain economic context, have an adverse
effect on the global financial industry. In addition, geopolitical risks in various regions, including Russ ia, Ukraine,
Syria, Iraq or North Korea, have contributed to increased economic and market uncertainty generally. These factors
have had and may continue to have an adverse effect on UnipolSai's revenues and results of operations, in part
because they can bring volatility to UnipolSai's investment portfolio, which is influenced by global economy
conditions.
More generally, in an economic environment characterised by higher unemployment, lower family income, lower
corporate earnings, lower business investment and lower consumer spending, the demand for UnipolSai's insurance
products could be adversely affected. In addition, in such circumstances, UnipolSai's portfolio of insurance policies
may experience an elevated incidence of lapses or surrenders in certain types of policies, lower surrender rates than
anticipated with other types of products, such as certain variable annuities, with in -the-money guarantees, and
policyholders may choose to defer paying insurance premiums or stop paying insurance premiums altogether. These
developments could accordingly have a material adverse effect on UnipolSai's business, results of operations and
financial condition.
Financial results may be affected by volatility of the financial markets
Market levels and investment returns are an important component of determining the UnipolSai Group's overall
profitability; in addition, fluctuations in the financial markets such as the fixed income, equity and property markets
can have a material effect on its business, financial conditions, consolidated results of operations, market levels and
investment returns. Changes in these factors can be very difficult to predict. Any adverse changes in the economies
and/or financial markets in which funds under management are invested could have a material adverse effect on the
UnipolSai Group's consolidated financial condition, results of operations and cash flows. In an economic downturn,
characterised by higher unemployment, lower family income, lower corporate earnings, lower business investment
and lower consumer spending, the demand for the UnipolSai Group's products could be adversely affected.
The Group has substantial exposure to fixed income securities (including in particular, Italian government bonds
that, as all sovereign debt securities, are strongly impacted by the market's perception of the relevant country risks ),
equities and real estate within its assurance and shareholder portfolios. Fluctuations in the fixed income, equity and
real estate markets will directly or indirectly affect the financial results of assurance operations, in particular
through its impact on the levels of charges made on those policies which are related to the value of the assets
backing the policy liabilities. In addition, such fluctuations will affect the capital requirements of the UnipolSai
Group.
The ability of the UnipolSai Group to make profits on insurance products and investment products, including fixed
and guaranteed products, depends in part on the returns on specific investments support ing its obligations under
these products, which may fluctuate substantially depending on general economic conditions. Certain types of
insurance and investment products that the Group offers expose it to risks associated with financial markets
volatility, including certain types of interest-sensitive or variable products such as guaranteed annuities, which have
guaranteed rates. Although the Group also uses hedging techniques to manage its exposure under certain risks that
could affect guaranteed products, increased volatility in the financial markets combined with unanticipated
policyholders' behaviour, may increase the cost of these hedges and/or negatively affect their effectiveness to
mitigate certain of these risks, and, as a consequence, may adversely impact the Group's profitability.
Moreover, the current scenario of low interest rates implies a higher investment risk and difficulties to grant the
minimum interest guarantees embedded in certain life insurance products sold in the past by the Group. Su ch
scenario may have a negative effect on the profitability of the Group. In connection with this, the Group is gradualy
reducing its traditional guarantee-backed products whilst seeking to increase its commercial offering of unit-
linked/index-linked products and multisegment products. See "Description of the Issuer Business of the UnipolSai
Group Insurance sector Life business".

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