Bond Generali Assicurazioni S.p.A. 4.125% ( XS1062900912 ) in EUR

Generali Assicurazioni S.p.A.

100 % ▼

Italy

XS1062900912 ( in EUR )

4.125% per year ( payment 1 time a year)

04/05/2026

Prospectus brochure of the bond Assicurazioni Generali S.p.A XS1062900912 en EUR 4.125%, maturity 04/05/2026

100 000 EUR

1 000 000 000 EUR

04/05/2026 ( In 84 days )

Assicurazioni Generali S.p.A. is a major Italian multinational insurance company offering a wide range of insurance and financial services globally.

The Bond issued by Generali Assicurazioni S.p.A. ( Italy ) , in EUR, with the ISIN code XS1062900912, pays a coupon of 4.125% per year.
The coupons are paid 1 time per year and the Bond maturity is 04/05/2026

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)
10,000,000,000
Euro Medium Term Note Programme
Guaranteed (where indicated in the relevant Final Terms) in the case of Notes
issued by Generali Finance B.V.
by
ASSICURAZIONI GENERALI S.p.A.
(incorporated with limited liability under the laws of the Republic of Italy)
Under the Euro Medium Term Note Programme (the "Programme") described in this
Base Prospectus, Assicurazioni Generali S.p.A. ("Assicurazioni Generali") and
Generali Finance B.V. ("Generali Finance") (each an "Issuer" and, together, the
"Issuers") may from time to time issue notes ("Notes") in bearer form denominated in
any currency, as described in further detail herein. Notes issued under the Programme
will not have denominations of less than 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"), (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", (vi) more deeply subordinated notes of
Assicurazioni Generali which are more deeply subordinated and with, or without, a
maturity date as described herein (the "More Deeply Subordinated Notes of
Assicurazioni Generali"), and (vii) more deeply subordinated notes of Generali
Finance which are more deeply subordinated and with, or without, a maturity date as
described herein (the "More 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, the Deeply Subordinated Notes
of Assicurazioni Generali, the Deeply Subordinated Notes of Generali Finance and the
More 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 to the
Luxembourg Stock Exchange's regulated market and to be listed on the Official List of
the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market
(the "Regulated Market") is a regulated market for the purposes of the Markets in
Financial Investments Directive (Directive 2004/39/EC). The Final Terms in respect of
such Notes will be published in accordance with the provisions of article 16 of the
Luxembourg Prospectus Law and will be filed with the CSSF in accordance with the
provisions of article 8(4) of such law. The CSSF gives no undertaking as to the
economic or financial opportuneness of the transaction or the quality and solvency of
the Issuer in line with the provisions of article 7(7) of the Luxembourg Prospectus Law.
The Programme also allows for Notes to be unlisted or to be admitted to listing, trading
and/or quotation by such other or further listing authorities, stock exchanges and/or
quotation systems as may be agreed with the relevant Issuer. Under the Luxembourg
Prospectus Law, prospectuses relating to money market instruments having a maturity
at issue of less than 12 months which fall within the definition of securities are not
subject to the approval provisions of Part II of such law, but are subject to the approval
provisions of Part III of the Luxembourg Prospectus Law, which requires the approval
of a simplified prospectus.
An investment in Notes issued under the Programme involves certain risks. For a
discussion of these risks, see "Risk Factors" on page 1.
Under current legislation in Italy, payments of interest, premium or other income
relating to the Notes are subject to substitute tax (imposta sostitutiva) at a rate of 20 per
cent., regardless of maturity. The Issuer will not be liable to pay any additional amounts
to Noteholders in relation to any such substitute tax or withholding. For further
information, see "Taxation" on page 195.
Arranger
Société Générale Corporate & Investment Banking
Dealers
Banca Generali S.p.A.
Banca IMI
Barclays
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Crédit Agricole CIB
Credit Suisse
Commerzbank
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
Mediobanca

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Mizuho Securities
Morgan Stanley
Nomura
The Royal Bank of Scotland
Société Générale Corporate &
UBS Investment Bank
Investment Banking
UniCredit Bank

Dated 8 April 2014

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CONTENTS

Page
RISK FACTORS .............................................................................................................. 1
GENERAL DESCRIPTION OF THE PROGRAMME ................................................. 17
IMPORTANT NOTICES ............................................................................................... 24
INFORMATION INCORPORATED BY REFERENCE .............................................. 28
CROSS-REFERENCE LIST .......................................................................................... 30
FINAL TERMS AND DRAWDOWN PROSPECTUS ................................................. 31
FORMS OF THE NOTES .............................................................................................. 32
TERMS AND CONDITIONS OF THE NOTES ........................................................... 36
FORM OF FINAL TERMS .......................................................................................... 138
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN
GLOBAL FORM .......................................................................................................... 161
DESCRIPTION OF ASSICURAZIONI GENERALI S.p.A. ...................................... 165
CAPITALISATION OF ASSICURAZIONI GENERALI S.p.A. ............................... 181
OVERVIEW FINANCIAL INFORMATION OF ASSICURAZIONI GENERALI
S.p.A. ............................................................................................................................ 182
DESCRIPTION OF GENERALI FINANCE B.V. ...................................................... 185
CAPITALISATION OF GENERALI FINANCE B.V. ............................................... 190
TAXATION ................................................................................................................. 195
SUBSCRIPTION AND SALE ..................................................................................... 213
GENERAL INFORMATION ...................................................................................... 219

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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 each of its 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.

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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.
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.

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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 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

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the Generali Group's consolidated financial condition, results of operations and cash
flows. Changes in these factors can be very difficult to predict.
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 are being 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.
On 19 January 2011, the European Commission proposed the adoption of a directive
(the "Omnibus II Directive") to introduce a number of changes to the Solvency II
regime. The Omnibus II Directive will also empower the Commission to apply more
flexible transitional provisions for insurance undertakings affected by Solvency II and
grant extended powers to the new European Insurance and Occupational Pensions
Authority (EIOPA, which has replaced CEIOPS, The Committee of European Insurance
and Occupational Pensions Supervisors since 1 January 2011). In November 2013,
representatives from the European Parliament, the European Commission and the
Council of the European Union reached an agreement on the Omnibus II Directive,
which was adopted by the European Parliament on 11 March 2014. The agreed text of
Omnibus II confirms the implementation date for Solvency II as January 2016, but
moves back the transposition date to March 2015.
The Solvency II Directive has been enacted using the EU's Lamfalussy Process as a
Level 1 Directive. Under the Lamfalussy Process, the details required for application of
the principles set out in the Level 1 Directive will be developed and formulated as part
of the implementing measures (Level 2). The European Commission has already
initiated the process of developing detailed Level 2 implementation measures that will
complement the high level principles set out in the Solvency II Directive. These
implementation measures are subject to a consultation process in the context of which
EIOPA (formerly CEIOPS) has already published a number of consultation papers
covering advice to the European Commission. The Level 2 implementing measures are
expected to take the form of a Regulation which will have direct effect in Member
States, so will not need to be implemented into national legislation.
The Omnibus II Directive also provides for the development of binding technical
implementing standards by EIOPA and to be confirmed, following public consultation,
by the European Commission. EIOPA is continuing to develop the detailed rules that
will complement the high-level principles of the Solvency II Directive, which are not
currently expected to be finalised before late 2014. Level 3 of the Lamfalussy Process
envisages the development of the non-binding standards and guidance. While selected
European stakeholders will participate in pre-consultations, the formal Level 3

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consultation process will not happen until after the Level 2 text has been published by
the European Commission.
Although Assicurazioni Generali is actively participating in the various consultation
processes through its involvement in industry bodies and trade associations, there
remains significant uncertainty regarding the definitive contents of the Solvency II
implementation measures, technical implementing standards and guidances. Pending
finalisation of these implementation measures, standards and guidances, the potential
future impact on available resources and capital requirements of the Generali Group
cannot currently be fully assessed. 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 issuance of subordinated instruments, with a view to
mitigating any possible effect.
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 could increase the cost of doing business, limit the
scope of permissible activities or affect the competitive balance in general.
All financial services groups face the risk that regulators may find that they have failed
to comply with applicable regulations or have not undertaken corrective action as
required. Regulatory proceedings could result in adverse publicity for, or negative
perceptions regarding, the Generali Group, 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.
Designation of Assicurazioni Generali as Global Systemically Important Insurer may
increase capital requirements and impose a more stringent level of regulatory
scrutiny
On 18 July 2013, the Financial Stability Board designated a first list of nine global
insurance groups, including Assicurazioni Generali, as Global Systemically Important
Insurers ("G-SIIs"). On the basis of the G-SII criteria adopted by the International
Association of Insurance Supervisors ("IAIS") that was released on the following day,
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 Backstop Capital Requirement

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("BCR") that is designed to act as a minimum group capital requirement and a Higher
Loss Absorption ("HLA") requirement 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 currently expects to finalise the BCR and HLA proposals by
November 2014 and the end of 2015, respectively. Implementation of the regime is
likely to be phased in over a period of years: implementation of the Systemic Risk
Management Plans should be completed within 12 months after designation as a G-SII.
The BCR is expected to be introduced between 2015 and 2019, while the HLA
requirements will not be applied to G-SIIs until 2019.
In addition, on 9 October 2013, the IAIS stated that it will develop a risk-based global
insurance capital standard by 2016 to apply to all internationally active insurance
groups, with full implementation to begin in 2019.
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.
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 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 compliance risk.
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 associated with the Generali Group's activities are appropriately monitored. Any
failure or weakness in these systems, however, could adversely affect the Generali
Group's financial performance and business activities.
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

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