Obligation Assicurazioni Generali S.p.A 5% ( XS1428773763 ) en EUR

Assicurazioni Generali S.p.A

102.99 % ▲

Italie

XS1428773763 ( en EUR )

5% par an ( paiement annuel )

07/06/2048

Prospectus brochure de l'obligation Assicurazioni Generali S.p.A XS1428773763 en EUR 5%, échéance 07/06/2048

100 000 EUR

850 000 000 EUR

08/06/2024 ( Dans 18 jours )

L'Obligation émise par Assicurazioni Generali S.p.A ( Italie ) , en EUR, avec le code ISIN XS1428773763, paye un coupon de 5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 07/06/2048

Base Prospectus dated 19 May 2016
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)
15,000,000,000
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 15,000,000,000 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 100,000 (or, if
the Notes are denominated in a currency other than euro, the equivalent amount in such currency). 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) deeply subordinated notes of
Assicurazioni Generali which are deeply subordinated and with, or without, a maturity date as described herein (the "Deeply
Subordinated Notes of Assicurazioni Generali") and (v) deeply subordinated notes of Generali Finance which are deeply
subordinated and with, or without, a maturity date as described herein (the "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 Deeply Subordinated Notes of Assicurazioni Generali, the "Subordinated Notes").
Notice of the aggregate nominal amount of any tranche of Notes, the interest (if any) payable, the issue price and any other
information relating to the Notes which is not known at the date of this base prospectus (the "Base Prospectus") and which can
only be determined at the time of an individual issue of a Tranche of 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 (as amended,
which includes the amendments made by Directive 2010/73/EU) in Luxembourg. Application has been made to the
Luxembourg Stock Exchange for Notes issued under this Base Prospectus 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. 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 4.
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 26 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
156.
Arrangers
Barclays
Deutsche Bank
Dealers
Banca Generali S.p.A.
Banca IMI
Barclays
BNP PARIBAS
BofA Merrill Lynch
Citi
Crédit Agricole CIB
Credit Suisse
Commerzbank
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
Mediobanca
Mizuho Securities
Morgan Stanley
Nomura
The Royal Bank of Scotland
Société Générale Corporate & Investment Banking
UBS Investment Bank
UniCredit Bank
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TABLE OF CONTENTS
Page
RISK FACTORS ................................................................................................................................................ 4
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................... 19
IMPORTANT NOTICES ................................................................................................................................. 25
INFORMATION INCORPORATED BY REFERENCE................................................................................. 29
CROSS-REFERENCE LIST............................................................................................................................ 31
FINAL TERMS AND DRAWDOWN PROSPECTUS.................................................................................... 33
FORMS OF THE NOTES................................................................................................................................ 34
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 37
FORM OF FINAL TERMS............................................................................................................................ 101
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ................... 121
DESCRIPTION OF ASSICURAZIONI GENERALI S.p.A.......................................................................... 125
CAPITALISATION OF ASSICURAZIONI GENERALI S.P.A.................................................................... 139
OVERVIEW FINANCIAL INFORMATION OF ASSICURAZIONI GENERALI S.p.A. ........................... 140
DESCRIPTION OF GENERALI FINANCE B.V.......................................................................................... 145
CAPITALISATION OF GENERALI FINANCE B.V.................................................................................... 150
TAXATION.................................................................................................................................................... 156
SUBSCRIPTION AND SALE ....................................................................................................................... 170
GENERAL INFORMATION......................................................................................................................... 175
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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 Issuers and the industry in which they operate together with all other information contained in this Base
Prospectus, including, in particular, the risk factors described below.
The Issuers believe that the factors described below represent the principal risks inherent in investing in
Notes issued under this Programme. All these factors are contingencies which may or may not occur and the
Issuers are not in a position to express a view as to the likelihood of any such contingency occurring.
Additional risks and uncertainties relating to the Issuers that are not currently known to the Issuers, or that
they currently deem immaterial, may individually or cumulatively also have a material adverse effect on the
business, prospects, results of operations and/or financial position of the Issuers and, if any such risk should
occur, the price of the Notes may decline and investors could lose all or part of their investment. Investors
should consider carefully whether an investment in the Notes is suitable for them in light of the information in
this Base Prospectus and their personal circumstances.
References in this section to the "Issuer", the "relevant Issuer" or the "Issuers" include, where applicable,
the Guarantor and each Issuer as the case may be and references to the "Generali Group" are to
Assicurazioni Generali and its consolidated subsidiaries. Otherwise, words and expressions defined in
"Forms of the Notes" and "Terms and Conditions of the Notes" or elsewhere in this Base Prospectus have
the same meaning in this section. Prospective investors should read the entire Base Prospectus.
RISK FACTORS RELATING TO THE ISSUERS
Financial results may be affected by fluctuations in the financial markets
Market levels and investment returns are an important part of determining the Generali Group's overall
profitability and fluctuations in the financial markets such as the fixed income, equity, property and foreign
exchange markets can have a material effect on its consolidated results of operations. 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 Generali Group's
consolidated financial condition, results of operations and cash flows.
Fluctuations in interest rates may affect returns on fixed income investments and their market value.
Generally, investment income may be reduced during sustained periods of lower interest rates as higher
yielding fixed income securities are called, mature or are sold and the proceeds are reinvested at lower rates
even though prices of fixed income securities tend to rise and gains realised upon their sale tend to increase.
During periods of rising interest rates, prices of fixed income securities tend to fall and gains made upon their
sale are lower or the losses made are greater.
In addition, the Generali Group invests a substantial portion of its assets in equities and real estate, which are
generally subject to greater risks and more volatility than fixed income securities. General economic
conditions, stock market conditions, level of disposable income and many other factors beyond the control of
the Generali Group can adversely affect the equity and property markets.
Investment returns are also susceptible to changes in the general creditworthiness of the issuers of the debt
securities and equity securities held in the businesses' portfolios. The value of fixed income securities may be
affected by, amongst other things, changes in the Issuer's credit rating. Where the credit rating of a debt
security drops, the value of the security may also decline.
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The current dislocation in the global and Italian capital markets and credit conditions has led to the most
severe examination of the banking system's capacity to absorb sudden significant changes in the funding and
liquidity environment in recent history, and has had an impact on the wider economy. Should the Generali
Group be unable to continue to source a sustainable funding profile which can absorb these sudden shocks,
the Generali Group's ability to fund its financial obligations at a competitive cost, or at all, could be adversely
affected.
In addition to the general insurance and shareholder portfolios, the Generali Group has substantial exposure to
fixed income securities, equities and real estate within its life assurance portfolios worldwide. The investment
risk on life assurance portfolios is often shared in whole or in part with policyholders, depending on the
product sold. Fluctuations in the fixed income, equity and property markets will directly affect the financial
results of life assurance operations and will also have indirect effects, through their impact on the value of
technical provisions, which in most cases are related to the value of the assets backing the policy liabilities.
Should the credit rating of the issuer of the fixed income securities drop to a level such that regulatory
guidelines prohibit the holding of such securities to back insurance liabilities, the resulting disposal may lead
to a significant loss on the Generali Group's investment.
The revenues of the Generali Group's asset management businesses around the world are derived primarily
from investment management fees, which are based primarily on the market value of funds under
management. Consequently, the asset management business's financial results depend on changes in the
economic conditions and financial markets in which the funds under management are invested.
For further considerations relating to interest rates, currency and credit risks, please refer to the risk factors:
"Financial results may be affected by interest rates", "Financial results may be affected by fluctuations in
exchange rates" and "The Generali Group is subject to credit risk".
Financial results may be affected by interest rates
Significant changes in interest rates could materially and adversely affect the Generali Group's business,
results of operation and financial performance. The level of and changes in interest rates (including changes in
the difference between the levels of prevailing short term and long term rates) can affect the Generali Group's
life insurance, banking and assets management results and interest payable on debt. In particular, interest rates
can affect the availability of disposable income for investment in life assurance and other savings products,
asset values, levels of bad debts, levels of investment income gains and losses on investments, funding costs
and interest margins. Whilst interest rates increase the margin spread potential for the banking business, they
are also likely to result in a decrease in fixed income asset values for life insurance companies. Generally, the
impact of rising interest rates on the asset management business is driven by the change in value of funds
under management.
Fluctuations in interest rates (and returns from equity markets) also have an impact on consumer behaviour,
especially in the life and asset accumulation businesses, where demand for fixed income products may decline
when interest rates fall and equity markets are performing well. The demand of general insurance, particularly
commercial lines, can also vary with the overall level of economic activity.
Financial results may be affected by fluctuations in exchange rates
The Generali Group presents its consolidated financial statements in Euro but a substantial proportion of its
operations are accounted for in currencies other than Euro principally the Swiss Franc, the Czech crown and
the US Dollar. As a result of the accounting for operations in currencies other than Euro, fluctuations in the
relevant value of the Euro to the Swiss Franc, the US dollar, the Czech crown and other currencies could be
significant because, amongst other things, these fluctuations could cause the Generali Group's earnings to
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fluctuate and affect the comparability between results in one financial period and those in the preceding
financial period.
The Generali Group is subject to credit risk
The Generali Group is prone to counterparty risk in relation to third parties. A failure by its counterparties to
meet their obligations could have a material impact on its financial position. However, the Generali Group is
exposed to credit risk, amongst other things, through holdings of fixed income instruments and loan advances.
Additionally, the Generali Group's life assurance and general insurance businesses have substantial exposure
to reinsurers through reinsurance arrangements. Under such arrangements, other insurers assume a portion of
the costs, losses and expenses associated with policy claims and maturities and reported and unreported losses
in exchange for a portion of policy premiums. The availability, amount and cost of reinsurance depend on
general market conditions and may vary significantly year on year. Any decrease in the amount of reinsurance
cover purchased will increase the Generali Group's risk of loss. When reinsurance is obtained, the Generali
Group is still liable for those transferred risks if the reinsurer does not meet its obligations. Therefore, the
inability or failure of reinsurers to meet their financial obligations could materially affect the Generali
Group's operations and financial condition.
A default by an institution or even concerns as to its credit-worthiness could lead to significant liquidity
problems, losses or defaults by other institutions because the stability of many financial institutions may be
closely linked to credit, trading, clearing or other relationships between institutions. This risk may adversely
affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and
exchanges with which the Generali Group interacts on a daily basis and therefore could adversely affect the
Generali Group.
Financial results may be affected by insurance risk
Underwriting performance, for both the life and non-life businesses, represents an important part of the
Generali Group's overall profitability and fluctuations in the frequency and severity of insurance claims can
have a material effect on the consolidated results of operations. In addition, any adverse changes in the rate of
claims inflation or in the cost of reinsurance protection could have a material adverse effect on the Generali
Group's consolidated financial condition, results of operations and cash flows. Changes in these factors can
be very difficult to predict.
The Generali Group is subject to operational risk
The Generali Group, like all financial services groups, is exposed to many types of operational risk. Solvency
II defines operational risk as the risk of loss, arising from inadequate or failed internal processes, or from
personnel and systems, or from external events.
The operational risk also includes financial reporting risk (being the risk of a transaction error, which could
entail an untrue and incorrect representation of the situation of the assets, liabilities, profit and loss in the
financial statements) and compliance risk (defined as the risk of legal and regulatory sanctions, material
financial loss or reputational damage Assicurazioni Generali may suffer as a result of not complying with
laws, regulations and administrative provisions applicable to its business). The main operational risks may
derive from internal fraud, external fraud, employment practices, clients and products, damage to physical
assets, business disruption and system failure, execution and process management.
The Generali Group's systems and processes are designed to ensure that the operational risks (and related
adverse effects) associated with the Generali Group's activities are appropriately monitored, contained and
mitigated. Any failure or weakness in these systems or processes, or the occurrence of certain unforeseeable
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events, wholly or partly out of the Generali Group's control, however, could adversely affect the Generali
Group's operating results, financial performance and business activities, as well as its reputation.
Regulatory compliance and regulatory changes
The Generali Group's insurance, asset management and banking subsidiaries are subject to government
regulation in the jurisdictions in which they conduct business. Regulatory agencies in particular, IVASS (in
the case of Assicurazioni Generali) have broad jurisdiction over many aspects of these businesses, which
may include capital adequacy, premium rates, marketing and selling practices, advertising, licensing agents,
policy forms, terms of business and permitted investments.
In the European Union, risk-based capital requirements have been introduced pursuant to Directive
2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and
pursuit of the business of Insurance and Reinsurance (Solvency II) (the "Solvency II Directive"), which was
agreed to by the European Parliament in April 2009 and formally approved by a meeting of the European
Union's Economic and Financial Affairs Council in November 2009. The implementation of the Solvency II
Directive was delayed pending agreement on Directive 2014/51/EU (the "Omnibus II Directive"), which
was approved by the European Parliament on 11 March 2014, which supplemented and amended certain
aspects of the Solvency II Directive and introduced transitional measures. The new Solvency II framework
which introduces new requirements as to own funds, the calculation of technical provisions, valuation of
assets and liabilities, governance structure, regulatory reporting and disclosure as well as governance of
insurance companies became effective on 1 January 2016. In Italy, the Solvency II Directive was
incorporated into national law by Legislative Decree No. 74 of 12 May 2015.
The Solvency II Directive, together with the accompanying level 2 implementing measures, such as
Commission Delegated Regulation 2015/35, as well as level 2.5 Commission implementing regulations laying
down implementing technical standards and associated level 3 guidelines developed by EIOPA, creates a
stricter and more comprehensive regulatory framework (compared to the supervisory and solvency regime
under Solvency I) for insurance and reinsurance undertakings within the European Union. In several cases,
the solvency capital requirements for insurance and reinsurance undertakings increase as opposed to the
previous Solvency I regime, and capital ratios have become more volatile in general.
Solvency II represents a significant change in the prudential regulation of insurers and insurance groups and,
as a result, generates a number of risks. In particular, although the underlying intention and purpose behind
the regime is generally understood, there remain areas of uncertainty regarding the appropriate interpretation
of some aspects of the text of the Solvency II Directive and the additional measures adopted to give effect to
the Solvency II Directive.
There is a risk that instruments issued, and to be issued, by Assicurazioni Generali or the Generali Group will
no longer be (fully or partly) eligible as own funds and/or will not be sufficient to comply with the capital
requirements from time to time required under Solvency II or otherwise. In such cases, the relevant Issuer
might have to refinance existing debt or raise additional capital as own funds. There is a risk that refinancing
existing debt or raising additional capital would be expensive, difficult or impossible on adequate terms, with
consequential potential negative effects on the Group's capital adequacy, business and/or financial condition.
The risk of any sudden, material adverse impact on the Generali Group is likely to be addressed in the context
of the continuous dialogue with IVASS, both on an on-going basis and as part of the process when applying
for IVASS' approval for the redemption and, where required, issuance of subordinated instruments, with a
view to mitigating any possible effect. Assicurazioni Generali has received the approval of IVASS for its
partial internal model that has been developed for the calculation of its capital requirements in March 2016.
Solvency II requires insurance undertakings to continue to satisfy a number of post-approval requirements. In
case of non-compliance with these requirements provoking material effects, the supervisory authorities may
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require insurance undertakings to revert to calculating their Solvency Capital Requirement in accordance with
the standard formula.
More broadly, recent turmoil in the financial markets may well result in significant regulatory changes
affecting financial institutions, including insurance and reinsurance undertakings, as well as reforms aimed at
addressing the issue of systemic risk and the perceived gaps in the regulatory framework viewed to have
contributed to the financial crisis. New regulatory initiatives, including increasing regulatory and law
enforcement scrutiny of "know your customer", anti-money laundering and anti-terrorist-financing
procedures and more stringent regulatory investigations of the asset management and insurance industries as a
whole, could increase the cost of doing business or affect the competitive balance in general. Regulatory
proceedings as a result of non-compliance with applicable regulations or failure to undertake corrective action
could result in adverse publicity for, or negative perceptions regarding, the regulated entity, as well as
diverting management's attention away from the day-to-day management of the business. A significant
regulatory action against a member of the Generali Group could have a material adverse effect on the business
of the Generali Group, its results of operations and/or financial condition.
In addition, changes in government policy, legislation or regulatory interpretation applying to the financial
services industry in the markets in which the Generali Group operates may adversely affect its product range,
distribution channels, capital requirements and, consequently, its results and financing requirements. These
changes, which may occur at any time, include possible changes in government pension requirements and
policies, the regulation of selling practices and solvency requirements.
Possible future designation of Assicurazioni Generali as Global Systemically Important Insurer may
increase capital requirements and impose a more stringent level of regulatory scrutiny
On 3 November 2015, following consideration of the annual assessment conducted by the International
Association of Insurance Supervisors ("IAIS") as well as consultation with the IAIS and national authorities,
the Financial Stability Board identified and published an updated list of Global Systemically Important
Insurers ("G-SIIs") using end-2014 data and the methodology published by the IAIS in July 2013. The
updated list comprises a total of nine insurers. Although Assicurazioni Generali was initially designated by the
Financial Stability Board as one of the G-SIIs in the 2013 and 2014 assessments, it was not so designated in
the November 2015 assessment. The list for the 2016 assessment will be published in November 2016.The
IAIS is currently developing revised G-SII assessment methodology to ensure, among other things, an
appropriate treatment of all types of primary insurance, reinsurance and other financial activities of global
insurers and on the definition of non-traditional non-insurance activities. The revised G-SII assessment
methodology will be applied for the 2016 designation.
The G-SII designation will result in enhanced supervision and regulation of these companies. In particular, the
IAIS framework for G-SIIs includes (a) the development of a Systemic Risk Management Plan and enhanced
liquidity planning and management in order to focus on the unique risk profile and possible risk
concentrations of G-SIIs and lessen the probability and impact of failure; (b) the elaboration of effective
recovery and resolution plans and establishment of crisis management groups. The G-SII regime also
introduces two types of capital requirements: a Basic Capital Requirement ("BCR") that is designed to act as
a minimum group capital requirement and a Higher Loss Absorption Requirement ("HLA") to reduce the
probability, and expected impact, of distress or failure by making G-SIIs more resilient to low-probability,
high-impact events.The IAIS published, on 23 October 2014, the BCR to apply to all group activities,
including non-insurance activities, of G-SIIs as a foundation for the HLA requirements, and it is expected that
the HLA requirement will be applied starting from January 2019 towards those G-SIIs being identified in
November 2017 based on the methodology as further developed and on the most current available data. From
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January 2019, all G-SIIs will be required to hold regulatory capital that is no less than the sum of the required
capital amounts from the BCR plus HLA.
In addition, on 9 October 2013, the IAIS stated that it will develop a risk-based global insurance capital
standard ("ICS") by 2016 to apply to all internationally active insurance groups, with full implementation to
begin in 2019 and has announced its plans to launch a consultation on the ICS in June 2016. The risk based
group-wide global insurance capital standard is expected to replace the BCR in its role as the foundation for
HLA, at which point the role of the BCR will be reassessed.
The IAIS is also developing a common framework for the supervision of internationally active insurance
groups ("ComFrame"). The framework is designed to outline a set of common global principles and
standards for group supervision and may result in more extensive regulation, particularly at group level, in
those jurisdictions which do not currently employ group-wide supervision.
Pending finalisation of the IAIS policies, it is not possible to predict what impact, if any, they could have on
the Generali Group's business, financial condition or results of operations, or to fully evaluate the extent by
which these measures will impact the Generali Group's capital requirements and its competitive position vis-
à-vis insurance groups that are not designated as G-SIIs, should Assicurazioni Generali be designated as a G-
SII at any time in the future.
The entry into force of the General Data Protection Regulation could adversely affect Generali
Group's business, results of operations and financial conditions
The General Data Protection Regulation ("GDPR") is the recast of the Data Protection Directive (95/46/EC)
and is aimed at providing a consistent regulatory framework for the processing of personal data within the
European Union. On 15 December 2015, the European Parliament, the Council and the Commission reached
an informal agreement on the final draft of the GDPR. It is expected that the final text will be formally
adopted by the European Parliament and the Council in early 2016, with a two year transitional period. The
GDPR will apply whenever personal data is processed within the European Union and additionally where
personal data is processed outside the European Union in relation to (i) the offer of goods or services or (ii)
the monitoring of behaviour within the European Union; this applies even to organisations processing
personal data which have no presence within the European Union.
Broadly, the changes introduced by the GDPR include the following areas: (i) a single set of regulation across
the EU instead of the current position of 28; (ii) increased enforcement powers for the data protection
authorities with the ability to impose fines of up to 4% of global annual turnover (or up to 2% for breach of
more minor provisions); (iii) the introduction of a new EU-wide regulator, the European Data Protection
Board; (iv) a single lead regulator for handling data processing occurring in multiple jurisdictions of the EU;
(v) new rights for individuals, including the "right to be forgotten" and the right of data portability; and (vi)
provisions for mandatory data breach notification to the authorities and in certain cases the affected
individuals.
The changes introduced by the GDPR are likely to have a significant effect on Generali as well as the
European insurance market in general, as a result of, inter alia, an increase in compliance costs and
obligations.
The entry into force of the Insurance Distribution Directive could adversely affect Generali Group's
business, results of operations and financial conditions
The Insurance Distribution Directive ((EU) 2016/97) ("IDD"), previously named the Insurance Mediation
Directive ("IMD2"), was adopted by the European Parliament and the Council of the European Union in
November and December 2015, respectively, and entered into force on 23 February 2016 following its
publication in the Official Journal of the European Union. Transposition by Member States is expected within
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two years meaning that the revised rules for the distribution of insurance products ought to be in effect by
January 2018. Some measures will be introduced through various instruments, including, inter alia, guidelines
issued by EIOPA before that date.
Broadly, the IDD introduces, inter alia, the following changes: (i) extended scope to cover all sales of
insurance products, whether directly by an insurance company or indirectly by an insurance intermediary or
market participant who sells insurance products on an ancillary basis; (ii) more stringent disclosure and
transparency requirements for insurance distributors about the nature of their remuneration and standardised
information document requirement for packaged retail investment and insurance-based investment products;
(iii) introduction by Member States of rules to ensure that distributors are not remunerated and do not
remunerate or assess the performance of their employees in a way that conflicts with the duty to act in the best
interests of customers; (iv) enhanced professional requirements and certification for sellers to match the
complexity of the products that they sell, as well as conduct of business requirements; (v) improved rules on
product oversight and governance; and (vi) information requirements in cross-selling and bundling.
The changes introduced by the IDD are likely to have a significant effect on Assicurazioni Generali as well as
the European insurance market, including, inter alia, increase of costs, compliance obligations regarding sales
requirements, information disclosure and business practices, and an impact on distribution channels.
Risk management policies, procedures and methods may leave the Generali Group exposed to
unidentified or unanticipated risks
The Generali Group has devoted significant resources to developing policies, procedures and assessment
methods to manage market, credit, liquidity and operating risk and intends to continue to do so in the future.
Nonetheless, the Generali Group's risk management techniques and strategies may not be fully effective in
mitigating its risk exposure in all market environments or against all types of risks, including risks that the
Generali Group fails to identify or anticipate. If existing or potential customers believe that the Generali
Group's risk management policies and procedures are inadequate, the Issuer's reputation as well as its
revenues and profits may be negatively affected.
The Generali Group may be affected by increased competition
The Italian insurance market has experienced significant changes in recent years due to the introduction of
several laws and regulations as a result of the implementation of a number of insurance directives issued by
the European Union (EU). As a result, direct marketing of non-life and life insurance may be carried out on a
cross-border basis and therefore for insurance companies it is much easier to operate outside their home state.
The development of a single European market together with the reduction of regulatory restrictions is also
facilitating the growth of new distribution systems, partially replacing the traditional reliance on insurance
intermediaries such as agents. Changes in the regulatory regime have also increased competitive pressure on
insurance companies in the Italian market in general. There is no assurance that the Generali Group will be
able to compete successfully in the future against existing or potential competitors or that the Generali
Group's business, financial condition and results of operations will not be adversely affected by increased
competition.
As primarily a holding company, Assicurazioni Generali depends on the earnings and cash flows of
its operating subsidiaries, which may not be sufficient to meet its debt service obligations
As primarily a holding company, Assicurazioni Generali is dependent on the earnings and cash flows of, and
dividends and distributions from, its operating subsidiaries to pay expenses and to meet its debt service
obligations including the payment of interests and repayment of principal on Notes issued or guaranteed by it
under the Programme. Significant cash or cash equivalent balances may be held from time to time at
Assicurazioni Generali's operating subsidiaries. Some of these operating subsidiaries will also have debt
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#1">Generali EMTN Update 2016_Base Prospectus.docx