Obligation UnipolSai Assicurazioni 3.875% ( XS1784311703 ) en EUR

UnipolSai Assicurazioni

98.58 % ▼

Italie

XS1784311703 ( en EUR )

3.875% par an ( paiement annuel )

01/03/2028

Prospectus brochure de l'obligation UnipolSai Assicurazioni XS1784311703 en EUR 3.875%, échéance 01/03/2028

100 000 EUR

500 000 000 EUR

01/03/2025 ( Dans 286 jours )

L'Obligation émise par UnipolSai Assicurazioni ( Italie ) , en EUR, avec le code ISIN XS1784311703, paye un coupon de 3.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 01/03/2028

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 governed by English Law (the English Law Notes) and notes governed by Italian Law (the Italian Law Notes
and together with the English Law 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 1 4 .
This Base Prospectus has been approved as a base prospectus by the Commission de Surveillance du Secteur Financier (the CSSF), as competent
authority under Regulation (EU) 2017/1129 (the Prospectus Regulation). The CSSF only approves this Base Prospectus as meeting the standards
of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be considered as
an endorsement of the Issuer or of the quality of the Notes. Investors should make their own assessment as to the suitability of investing in the
Notes.
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. Application has 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).
This Base Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months from its date in relation to Notes which
are to be admitted to trading on a regulated market in the European Economic Area (the EEA). For these purposes, references(s) to the
EEA include(s) the United Kingdom. The obligation to supplement this Base Prospectus in the event of a significant new factor, material
mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid
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 Tranche (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 Ireland Limited (Fitch), "Baa3/stable" (insurance
financial strength rating) by Moody's Deutschland GmbH (Moody's) and A-/stable (financial strength rating) and "a-/stable" (issuer credit rating)
by A.M. Best (EU) Rating Services B.V. (AM Best). The Programme has been rated "BBB-" (senior unsecured) and "BB" (subordinated) by Fitch
and "(P)Ba1" (senior unsecured) and "(P)Ba2" (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 and AM Best is established in the European Union or the
United Kingdom and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such, each of Fitch, Moody's
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.
Amounts payable under the Floating Rate Notes and/or the Reset Notes may be calculated by reference to the euro interbank offered rate
(EURIBOR) or the London interbank offered rate (LIBOR), as specified in the relevant Final Terms. As at the date of this Base Prospectus, the
ICE Benchmark Administration (as administrator of LIBOR) and the European Money Markets Institute (as administrator of EURIBOR) are
included in the register of administrators maintained by the European Securities and Markets Authority (ESMA) under Article 36 of the Regulation
(EU) No. 2016/1011 (the Benchmarks Regulation).

Arrangers
BNP PARIBAS
IMI Intesa Sanpaolo

J.P. Morgan
Mediobanca

UniCredit Bank

Dealers
BNP PARIBAS
IMI Intesa Sanpaolo
J.P. Morgan
Mediobanca
UniCredit Bank

The date of this Base Prospectus is 11 September 2020.

IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus in respect of all Notes issued under the Programme for the
purposes of Article 8 of the Prospectus Regulation. Prospectus Regulation means Regulation (EU) 2017/1129.
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.
Other than in relation to the documents which are deemed to be incorporated by reference (see "Documents
Incorporated by Reference"), the information on the websites to which this Base Prospectus refers does not
form part of this Base Prospectus and has not been scrutinised or approved by the CSSF.
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

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expressly do not undertake to review the financial condition or affairs of the Issuer 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".
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 respect 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 AND UK RETAIL INVESTORS
If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA and UK
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) or
in the United Kingdom (the UK). For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of
Directive (EU) 2016/97 (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 or in the UK has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor
in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore, as
modified or amended from time to time (the SFA)

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Unless otherwise stated in the Final Terms in respect of any Notes, all Notes issued or to be issued under the
Programme shall be prescribed capital markets products (as defined in the Securities and Futures (Capital
Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS
Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
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 particular, 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.
USE OF BENCHMARKS

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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 ICE Benchmark Administration (as administrator of LIBOR) and the
European Money Markets Institute (as administrator of EURIBOR) are included in ESMA's register of
administrators under Article 36 of the Regulation (EU) No. 2016/1011 (the Benchmarks Regulation).
FORWARD-LOOKING STATEMENTS
This Base Prospectus, including, without limitation, any documents incorporated by reference 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-looking 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 2019 and 2018 and from the unaudited consolidated interim financial
report of the Issuer for the six-month period ended 30 June 2020, 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 19 of the audited consolidated financial
statements of the Issuer for the year ended 31 December 2019 and on page 13 of the unaudited consolidated
interim financial report of the Issuer for the six-month period ended 30 June 2020, each incorporated by
reference into this Base Prospectus.
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.

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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
General Description of the Programme ........................................................................................................................ 9
Risk Factors ................................................................................................................................................................ 14
Documents Incorporated by Reference ...................................................................................................................... 41
Form of the Notes ....................................................................................................................................................... 44
Applicable Final Terms (Senior Notes) ...................................................................................................................... 46
Applicable Final Terms (Tier 2 Notes)....................................................................................................................... 59
Terms and Conditions of Senior Notes....................................................................................................................... 74
Terms and Conditions of Tier 2 Notes ..................................................................................................................... 105
Use of Proceeds ........................................................................................................................................................ 147
Description of the Issuer ........................................................................................................................................... 148
Taxation .................................................................................................................................................................... 176
Subscription and Sale ............................................................................................................................................... 184
General Information ................................................................................................................................................. 188

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GENERAL DESCRIPTION OF THE PROGRAMME
The following general description does not purport to be complete and is taken from, and is qualified in its entirety
by, the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Tranche
of Notes, the applicable Final Terms. The Issuer and any relevant Dealer may agree that Notes shall be issued
in a form other than that contemplated in the Terms and Conditions, in which event, in the case of listed
Notes only and if appropriate, a supplemental Base Prospectus will be published.
This Overview constitutes a general description of the Programme for the purposes of Article 25(1) of Commission
Delegated Regulation (EU) No 2019/980 (the Delegated Regulation).
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall have the same
meanings in this Overview.
Issuer:
UnipolSai Assicurazioni S.p.A.
..................................................
Issuer Legal Entity Identifier 815600E31C4E7006AB54
(LEI).................................
Risk
There are certain factors that may affect the Issuer's ability to fulfil its obligations
Factors:
under Notes issued under the Programme. These are set out under "Risk Factors 
..................................................... Factors that may affect the Issuer's ability to fulfil its obligations under the Notes
issued under the Programme" above and include, among others, Financial results
may be affected by the volatility of the financial markets, Risks relating to
regulatory compliance and changes in the regulatory framework, Risks associated
with the Group's life insurance business, and The property and casualty insurance
business is cyclical. In addition, there are certain factors which are material for
the purpose of assessing the market risks associated with Notes issued under the
Programme. These are set out under "Risk Factors Factors which are material
for the purpose of assessing the market risks associated with Notes issued under
the Programme" and include certain risks relating to the structure of particular
Series of Notes and certain market risks.
Description:
Euro Medium Term Note Programme
.....................................................
Arrangers:
BNP Paribas
..................................................... Intesa Sanpaolo S.p.A
J.P. Morgan Securities plc

Mediobanca Banca di Credito Finanziario S.p.A.
UniCredit Bank AG

Dealers:
BNP Paribas
......................................
Intesa Sanpaolo S.p.A

J.P. Morgan Securities plc

Mediobanca Banca di Credito Finanziario S.p.A.
UniCredit Bank AG
Certain
Each issue of Notes denominated in a currency in respect of which particular
Restrictions:
laws, guidelines, regulations, restrictions or reporting requirements apply will
..................................................... only be issued in circumstances which comply with such laws, guidelines,
regulations, restrictions or reporting requirements from time to time (see

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