Bond Pirelli & C. SpA 1.375% ( XS1757843146 ) in EUR

Issuer Pirelli & C. SpA
Market price 100 %  ▲ 
Country  Italy
ISIN code  XS1757843146 ( in EUR )
Interest rate 1.375% per year ( payment 1 time a year)
Maturity 24/01/2023 - Bond has expired



Prospectus brochure of the bond Pirelli & C. S.p.A XS1757843146 in EUR 1.375%, expired


Minimal amount 100 000 EUR
Total amount 553 000 000 EUR
Detailed description Pirelli & C. S.p.A. is a leading global tire manufacturer headquartered in Milan, Italy, producing tires for automobiles, motorcycles, bicycles, and other vehicles.

The Bond issued by Pirelli & C. SpA ( Italy ) , in EUR, with the ISIN code XS1757843146, pays a coupon of 1.375% per year.
The coupons are paid 1 time per year and the Bond maturity is 24/01/2023








BASE PROSPECTUS

Pirelli International plc
(incorporated with limited liability in England and Wales)
and
Pirelli & C. S.p.A.
(incorporated with limited liability as a Societ per Azioni in the Republic of Italy)
as Issuers
2,000,000,000
Euro Medium Term Note Programme
guaranteed on the basis set out below by
Pirelli Tyre S.p.A.
(incorporated with limited liability as a Societ per Azioni in the Republic of Italy)
or
Pirelli & C. S.p.A.
Under this 2,000,000,000 Euro Medium Term Note Programme (the "Programme"), Pirelli International plc ("Pirelli International") and Pirelli & C. S.p.A. ("Pirelli") (each
an "Issuer" and together, the "Issuers") may from time to time each issue notes (the "Notes") denominated in any currency agreed between the relevant Issuer and the relevant
Dealer (as defined below).
The payments of all amounts due in respect of the Notes issued by Pirelli International will be unconditionally and irrevocably (subject as described below) guaranteed by either
Pirelli Tyre S.p.A. ("Pirelli Tyre") or Pirelli as specified in the applicable Final Terms or, in the case of Exempt Notes, the applicable Pricing Supplement (in such capacity, a
"Guarantor"). Notes issued by Pirelli will be unconditionally and irrevocably guaranteed (subject as described below) by Pirelli Tyre if so specified as a Guarantor in the
applicable Final Terms or, in the case of Exempt Notes, the applicable Pricing Supplement (in such capacity, a "Guarantor", and together with Pirelli in its capacity as
Guarantor as described above, "Guarantors"). If no Guarantor is specified in the applicable Final Terms or, in the case of Exempt Notes, the applicable Pricing Supplement,
Notes issued by Pirelli will not have the benefit of a guarantee (subject to Condition 2.3 (Release and Appointment of Guarantor)). In each case, under certain circumstances,
the relevant Guarantor may be released from its obligation to guarantee the Notes and/or a new Guarantor may provide a guarantee of the Notes, as described in Condition 2.3
(Release and Appointment of Guarantor) of the Terms and Conditions of the Notes. References herein to "Guaranteed Notes" are to Notes which are for the time being
guaranteed by Pirelli or Pirelli Tyre as set out above.
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed 2,000,000,000 (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 "Overview of the Programme" and any additional Dealer appointed under the
Programme from time to time by an 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 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".
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the Luxembourg Act dated 10
July 2005 on prospectuses for securities, as amended (the "Prospectus Act 2005") to approve this document as a base prospectus. The CSSF assumes no responsibility for the
economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuers in accordance with Article 7(7) of the
Prospectus Act 2005. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the Luxembourg
Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange.
References in this Base Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to trading on the Luxembourg Stock
Exchange's regulated market and have been admitted to the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a
regulated market for the purposes of Directive 2014/65/EU (as amended, "MiFID II").
The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are to be admitted to trading on a regulated market in the European
Economic Area and/or offered to the public in the European Economic Area other than in circumstances where an exemption is available under Article 3.2 of the Prospectus
Directive (as implemented in the relevant Member State(s)). References in this Base Prospectus to "Exempt Notes" are to Notes for which no prospectus is required to be
published under the Prospectus Directive. The CSSF has neither approved nor reviewed information contained in this Base Prospectus in connection with Exempt Notes.
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 which is applicable to each
Tranche (as defined under "Terms and Conditions of the Notes") of Notes will (other than in the case of Exempt Notes, as defined above) be set out in a final terms document
(the "Final Terms") which will be filed with the CSSF. This Base Prospectus and the Final Terms in relation to Notes to be listed on the Official List of the Luxembourg Stock
Exchange will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu). In the case of Exempt Notes, 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 which is applicable to each Tranche will be set out in a pricing
supplement document (the "Pricing Supplement").
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
relevant Issuer, the relevant Guarantor and the relevant Dealer. The Issuers may also issue unlisted Notes and/or Notes not admitted to trading on any market.
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory
authority of any state or other jurisdiction of the United States, and Notes in bearer form are subject to U.S. tax law requirements. The Notes may not be offered, sold or (in the
case of Notes in bearer form) delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act
("Regulation S")) except in certain transactions exempt from the registration requirements of the Securities Act.
Amounts payable under the Notes may be calculated by reference, inter alia, to EURIBOR or LIBOR, or such other reference rate as specified in the relevant Final Terms. As at
the date of this Base Prospectus, ICE Benchmark Administration (as administrator of LIBOR) is included in the European Securities and Markets Authority's ("ESMA") register
of administrators under Article 36 of Regulation (EU) No. 2016/1011 (the "Benchmarks Regulation"). As at the date of this Base Prospectus, the European Money Markets
Institute (as administrator of EURIBOR) is not included in ESMA's register of administrators under Article 36 of the Benchmarks Regulation. As far as the Issuers are aware,
the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that the administrator of EURIBOR is not currently required to obtain
authorisation/registration (or, if located outside the European Union, recognition, endorsement or equivalence).
Arranger
BNP PARIBAS
Dealers
Banca IMI
BNP PARIBAS
BofA Merrill Lynch
Commerzbank
HSBC
J.P. Morgan
Mediobanca Banca di Credito Finanziario S.p.A.
Mizuho Securities

UniCredit Bank

The date of this Base Prospectus is 19 December 2018.
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IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus in respect of all Notes other than Exempt Notes issued
under the Programme for the purposes of Article 5.4 of Directive 2003/71/EC as amended or superseded
(the "Prospectus Directive").
The Issuers and the Guarantors jointly and severally accept responsibility for the information contained in
this Base Prospectus and the relevant Issuer and the relevant Guarantor (if any) accept responsibility for
the information contained in the applicable Final Terms, or, in the case of Exempt Notes, the applicable
Pricing Supplement, for each Tranche of Notes issued under the Programme. To the best of the
knowledge of the Issuers and the Guarantors (each 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.
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 and form part of this Base
Prospectus.
The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are
to be admitted to trading on a regulated market in the European Economic Area and/or offered to the
public in the European Economic Area other than in circumstances where an exemption is available under
Article 3.2 of the Prospectus Directive (as implemented in the relevant Member State(s)). References in
this Base Prospectus to "Exempt Notes" are to Notes for which no prospectus is required to be published
under the Prospectus Directive.
Neither the Dealers nor the Trustee nor the Agents (as defined below under "Terms and Conditions of the
Notes") have independently verified the information contained herein. Accordingly, no representation,
warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the
Dealers or the Trustee as to the accuracy or completeness of the information contained or incorporated in
this Base Prospectus or any other information provided by the Issuers or the Guarantors in connection
with the Programme. None of the Dealers or the Trustee or the Agents accept any liability in relation to
the information contained or incorporated by reference in this Base Prospectus or any other information
provided by the Issuers or the Guarantors in connection with the Programme.
No person is or has been authorised by the Issuers, the Guarantors or the Trustee 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 Issuers, the
Guarantors, any of the Dealers or the Trustee.
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 Issuers, the Guarantors, any of the Dealers or the Trustee 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 Issuers and/or the Guarantors. 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 Issuers or the Guarantors, any of the Dealers or the Trustee 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 Issuers and/or the Guarantors 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 and the Trustee expressly do not undertake to review the financial condition or affairs
of the Issuers or the Guarantors during the life of the Programme or to advise any investor in the Notes of
any information coming to their attention.
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The Dealers will not regard any actual or prospective holders of Notes (whether or not a recipient of this
Base Prospectus and/or the relevant Final Terms or Pricing Supplement) as their client in relation to the
offering described in this Base Prospectus and/or the relevant Final Terms or Pricing Supplement and will
not be responsible to anyone other than the Issuer for providing the protections afforded to its clients nor
for providing the services in relation to the offering described in this Base Prospectus and/or the relevant
Final Terms or Pricing Supplement or any transaction or arrangement referred to herein or therein.
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 Issuers, the Guarantors, the Dealers and the Trustee 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 Issuers, the Guarantors, the Dealers or the Trustee 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, the Republic of Italy and France), Japan, Hong
Kong, and the PRC, see "Subscription and Sale".
This Base Prospectus has been prepared on a basis that would permit an offer of Notes with a
denomination of less than 100,000 (or its equivalent in any other currency) only in circumstances where
there is an exemption from the obligation under the Prospectus Directive to publish a prospectus. As a
result, any offer of Notes in any Member State of the European Economic Area which has implemented
the Prospectus Directive (each, a "Relevant Member State") must be made pursuant to an exemption
under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to
publish a prospectus for offers of Notes. Accordingly any person making or intending to make an offer of
Notes in that Relevant Member State may only do so in circumstances in which no obligation arises for
an Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to
such offer. Neither the Issuers nor any Dealer have authorised, nor do they authorise, the making of any
offer of Notes in circumstances in which an obligation arises for the Issuers or any Dealer to publish or
supplement a prospectus for such offer.
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 with principal or interest payable in one or more currencies, or where the
currency for principal or interest payments is different from the potential investor's currency;
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(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant
indices and 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 advisors or the appropriate regulators to determine the appropriate treatment of
Notes under any applicable risk-based capital or similar rules.
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").
IMPORTANT EEA Retail Investors
If the Final Terms (or, in the case of Exempt Notes, the applicable Pricing Supplement) in respect of any
Notes includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended
to be offered, sold or otherwise made available to and, should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1)
of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive
2002/92/EC (as amended or superseded), 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 (the "PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering
or selling the Notes or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.
MIFID II product governance / target market The Final Terms (or, in the case of Exempt Notes, the
applicable Pricing Supplement) in respect of any Notes may 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 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.
PRESENTATION OF INFORMATION
In this Base Prospectus, all references to:

"U.S. dollars", "U.S.$" and "$" refer to United States dollars;

"Sterling" and "" refer to pounds sterling;

"euro" and "" refer to the currency introduced at the start of the third stage of European
economic and monetary union pursuant to the Treaty on the Functioning of the European Union,
as amended;

"Renminbi" and "CNY" refer to the lawful currency of the PRC; and
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"PRC" refers to the People's Republic of China excluding the Hong Kong Special
Administrative Region of the People's Republic of China ("Hong Kong"), the Macau Special
Administrative Region of the People's Republic of China and Taiwan.
FORWARD-LOOKING STATEMENTS
This Base Prospectus contains certain forward-looking statements. The words "anticipate", "believe",
"expect", "plan", "intend", "targets", "aims", "estimate", "project", "will", "would", "may", "could",
"continue" and similar expressions are intended to identify forward-looking statements. All statements
other than statements of historical fact included in this Base Prospectus, including, without limitation,
those regarding the financial position, business strategy, management plans and objectives for future
operations of the Issuers and the Guarantors are forward looking statements. These forward-looking
statements involve known and unknown risks, uncertainties and other factors, which may cause actual
results, performance or achievements, or industry results, to be materially different from those expressed
or implied by these forward-looking statements. These forward looking statements are based on numerous
assumptions regarding present and future business strategies and the environment in which Pirelli and its
Subsidiaries (the "Pirelli Group") expects to operate in the future. Important factors that could cause
actual results, performance or achievements to differ materially from those in the forward looking
statements include, among other factors described in this Base Prospectus:

the ability to realise the benefits expected from existing and future investments in the Pirelli
Group's existing operations and pending expansion and development projects;

the ability to obtain requisite governmental or regulatory approvals to undertake planned or
proposed terminal development projects;

the ability to obtain external financing or maintain sufficient capital to fund existing and future
operations;

changes in political, social, legal or economic conditions in the markets in which the Pirelli
Group and its customers operate;

changes in the competitive environment in which the Pirelli Group and its customers operate;

failure to comply with regulations applicable to the Pirelli Group's business;

fluctuations in the currency exchange rates in the markets in which the Pirelli Group operates;
Additional factors that could cause actual results, performance or achievements to differ materially
include, but are not limited to, those discussed under "Risk Factors". Any forward-looking statements
made by or on behalf of the Issuers or the Guarantors speak only as at the date they are made. None of the
Issuers nor the Guarantors undertakes to update forward-looking statements to reflect any changes in their
expectations with regard thereto or any changes in events, conditions or circumstances on which any such
statement is based.
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CONTENTS

Page
IMPORTANT INFORMATION ................................................................................................................... i
STABILISATION ........................................................................................................................................ 1
OVERVIEW OF THE PROGRAMME ....................................................................................................... 2
RISK FACTORS .......................................................................................................................................... 8
PRESENTATION OF FINANCIAL INFORMATION ............................................................................. 32
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 36
FINAL TERMS AND DRAWDOWN PROSPECTUSES ........................................................................ 39
FORM OF THE NOTES ............................................................................................................................ 40
FORM OF FINAL TERMS IN RELATION TO NOTES OTHER THAN EXEMPT NOTES ................. 42
FORM OF PRICING SUPPLEMENT IN RELATION TO EXEMPT NOTES ........................................ 55
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 68
USE OF PROCEEDS ............................................................................................................................... 113
DESCRIPTION OF PIRELLI, PIRELLI INTERNATIONAL, PIRELLI TYRE AND THE PIRELLI
GROUP .................................................................................................................................................... 113
TAXATION ............................................................................................................................................. 164
SUBSCRIPTION AND SALE ................................................................................................................. 176
REMITTANCE OF PROCEEDS IN RENMINBI INTO OR OUT OF THE PRC .................................. 181
GENERAL INFORMATION .................................................................................................................. 183

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STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms may over allot Notes or effect transactions with a view to supporting the market price
of the Notes at a level higher than that which might otherwise prevail. However, 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 Stabilising Manager(s)
(or persons acting on behalf of the Stabilising Manager(s)) in accordance with all applicable laws
and rules.
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OVERVIEW OF THE PROGRAMME
The following overview 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 (or, in the case of Exempt Notes, the applicable Pricing
Supplement).
This Overview constitutes a general description of the Programme for the purposes of Article 22.5(3) of
Commission Regulation (EC) No 809/2004 (as amended) implementing the Prospectus Directive (the
"Prospectus 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.
Issuers:
Pirelli International plc ("Pirelli International") and Pirelli & C.
S.p.A. ("Pirelli")
Guarantors:
Pirelli Tyre S.p.A. ("Pirelli Tyre") or Pirelli, in respect of Notes
issued by Pirelli International, as specified in the applicable Final
Terms (or, in the case of Exempt Notes, the applicable Pricing
Supplement), subject, in each case, to Condition 2.3 (Release and
Appointment of Guarantor).

Pirelli Tyre, in respect of Notes issued by Pirelli if specified in the
applicable Final Terms (or, in the case of Exempt Notes, the
applicable Pricing Supplement), subject to Condition 2.3 (Release
and Appointment of Guarantor).
Risk Factors:
There are certain factors that may affect an Issuer's ability to fulfil its
obligations under Notes issued under the Programme. These are set
out under "Risk Factors" below. There are also certain factors that
may affect the Guarantors' ability to fulfil their obligations under the
Guarantees. These are also set out under "Risk Factors" below. 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" and include
certain risks relating to the structure of particular Series of Notes,
certain risks relating to Notes denominated in Renminbi and certain
market risks.
Description:
Euro Medium Term Note Programme
Arranger:
BNP PARIBAS
Dealers:
Banca IMI S.p.A.
BNP PARIBAS
Commerzbank Aktiengesellschaft
HSBC Bank plc
J.P. Morgan Securities plc
Mediobanca Banca di Credito Finanziario S.p.A.
Merrill Lynch International
Mizuho International plc
UniCredit Bank AG

and any other Dealers appointed in accordance with the Programme
Agreement.
Certain Restrictions:
Each issue of Notes denominated in a currency in respect of which
particular 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 "Subscription and
Sale") including the following restrictions applicable at the date of
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this Base Prospectus.

Notes having a maturity of less than one year

Where Notes have a maturity of less than one year and either (a) the
issue proceeds are received by an Issuer in the United Kingdom or
(b) the activity of issuing the Notes is carried on from an
establishment maintained by an Issuer in the United Kingdom, such
Notes must: (i) have a minimum redemption value of 100,000 (or
its equivalent in other currencies) and be issued only to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the
purposes of their businesses or who it is reasonable to expect will
acquire, hold, manage or dispose of investments (as principal or
agent) for the purposes of their businesses; or (ii) be issued in other
circumstances which do not constitute a contravention of section 19
of the Financial Services and Markets Act 2000 by an Issuer.
Trustee:
Deutsche Trustee Company Limited.
Issuing and Principal Paying
Deutsche Bank AG, London Branch.
Agent:
Programme Size:
Up to 2,000,000,000 (or its equivalent in other currencies calculated
as described in the Programme Agreement) outstanding at any time.
The Issuers and the Guarantors may increase the amount of the
Programme in accordance with the terms of the Programme
Agreement.
Distribution:
Notes may be distributed by way of private or public placement and
in each case on a syndicated or non-syndicated basis.
Currencies:
Notes may be denominated in any currency agreed between the
relevant Issuer and the relevant Dealer, subject to any applicable
legal or regulatory restrictions.
Maturities:
The Notes will have such maturities as may be agreed between the
relevant Issuer and the relevant Dealer, subject to such minimum or
maximum maturities as may be allowed or required from time to
time by the relevant central bank (or equivalent body) or any laws or
regulations applicable to the relevant Issuer or the relevant Specified
Currency.
Issue Price:
Notes may be issued on a fully-paid or, in the case of Exempt Notes,
a partly-paid basis and at an issue price which is at par or at a
discount to, or premium over, par.
Form of Notes:
The Notes will be issued in bearer form as described in "Form of the
Notes".
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be agreed
between the relevant Issuer and the relevant Dealer and on
redemption and will be calculated on the basis of such Day Count
Fraction as may be agreed between the relevant Issuer and the
relevant Dealer.
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:

(a)
on the same basis as the floating rate under a notional
interest rate swap transaction in the relevant Specified
Currency governed by an agreement incorporating the 2006
ISDA Definitions (as published by the International Swaps
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and Derivatives Association, Inc., and as amended and
updated as at the Issue Date of the first Tranche of the Notes
of the relevant Series); or

(b)
on the basis of a reference rate appearing on the agreed
screen page of a commercial quotation service; or

(c)
on such other basis as may be agreed between the relevant
Issuer and the relevant Dealer, for Exempt Notes only.

The margin (if any) relating to such floating rate will be agreed
between the relevant Issuer and the relevant Dealer for each Series of
Floating Rate Notes.

Floating Rate Notes may also have a maximum interest rate, a
minimum interest rate or both.

Interest on Floating Rate Notes in respect of each Interest Period, as
agreed prior to issue by the relevant Issuer and the relevant Dealer,
will be payable on such Interest Payment Dates, and will be
calculated on the basis of such Day Count Fraction, as may be agreed
between the relevant Issuer and the relevant Dealer.
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount to their
nominal amount and will not bear interest.
Exempt Notes:
An Issuer may issue Exempt Notes (Notes which are neither
admitted to trading on a regulated market in the European Economic
Area nor offered in the European Economic Area in circumstances
where a prospectus is required to be published under the Prospectus
Directive) which are Index Linked Notes, Dual Currency Notes,
Partly Paid Notes or Notes redeemable in one or more instalments.

Index Linked Notes: Payments of principal in respect of Index
Linked Redemption Notes or of interest in respect of Index Linked
Interest Notes will be calculated by reference to such index and/or
formula or to changes in the prices of securities or commodities or to
such other factors as the relevant Issuer and the relevant Dealer may
agree.

Dual Currency Notes: Payments (whether in respect of principal or
interest and whether at maturity or otherwise) in respect of Dual
Currency Notes will be made in such currencies, and based on such
rates of exchange, as the relevant Issuer and the relevant Dealer may
agree.

Partly Paid Notes: The relevant Issuer may issue Notes in respect of
which the issue price is paid in separate instalments in such amounts
and on such dates as the relevant Issuer and the relevant Dealer may
agree.

Notes redeemable in instalments: The relevant Issuer may issue
Notes which may be redeemed in separate instalments in such
amounts and on such dates as the relevant Issuer and the relevant
Dealer may agree.

The relevant Issuer and the Guarantor or, if the Issuer is Pirelli
International, the Guarantors, if applicable, may agree with any
Dealer and the Trustee that Exempt Notes may be issued in a form
not contemplated by the Terms and Conditions of the Notes, in
which event the relevant provisions will be included in the applicable
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Document Outline