Bond UniCred 3.875% ( XS2121441856 ) in EUR

UniCred

100 % ⇌

Italy

XS2121441856 ( in EUR )

3.875% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond UniCredit XS2121441856 en EUR 3.875%, maturity Perpetual

03/06/2025 ( In 11 days )

UniCredit is a major Italian banking group offering a wide range of financial services including commercial banking, investment banking, and wealth management across Europe, Central and Eastern Europe, and the Middle East.

UniCredit issued a perpetual EUR-denominated bond (XS2121441856) currently trading at 100%, offering a 3.875% coupon rate with semi-annual payments.

BASE PROSPECTUS

UNICREDIT S.p.A.
(incorporated with limited liability as a Società per Azioni in the Republic of Italy under registered number 00348170101)
60,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME
Under the 60,000,000,000 Euro Medium Term Note Programme (the Programme) described in this document
(the Base Prospectus), UniCredit S.p.A. (UniCredit 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). The Notes may be denominated in any currency agreed between the
Issuer and the relevant Dealer (as defined below).
Notes may be issued in bearer or, in the case of English Law Notes, registered form (respectively Bearer Notes
and Registered Notes). The maximum aggregate nominal amount of all Notes from time to time outstanding
under the Programme will not exceed 60,000,000,000 (or its equivalent in other currencies calculated as
described herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to UniCredit Bank AG 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 on-going 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 for such Notes.
The terms and conditions for the English Law Notes are set out herein in "Terms and Conditions for the
English Law Notes" and the terms and conditions for the Italian Law Notes are set out herein in "Terms and
Conditions for the Italian Law Notes". References to the "Notes" shall be to the English Law Notes and/or the
Italian Law Notes, as appropriate and references to the "Terms and Conditions" or the "Conditions" shall be to
the Terms and Conditions for the English Law Notes and/or the Terms and Conditions for the Italian Law Notes,
as appropriate. For the avoidance of doubt, in "Terms and Conditions for the English Law Notes", references
to the "Notes" shall be to the English Law Notes, and in "Terms and Conditions for the Italian Law Notes",
references to the "Notes" shall be to the Italian Law 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 laws of Luxembourg, for the approval of this document as a base prospectus in
accordance with Article 5.4 of the Prospectus Directive. Prospectus Directive means Directive 2003/71/EC (as
amended, including by Directive 2010/73/EU, and includes any relevant implementing measure in a relevant
Member State of the European Economic Area (the EEA)) and Article 8.4 of the Luxembourg Act dated 10 July
2005 on prospectuses for securities, as amended (the Prospectus Act 2005). By approving this Base Prospectus,
the CSSF assumes no responsibility as to the economic and financial soundness of the transactions contemplated
by this Base Prospectus or the quality or solvency of the Issuer in accordance with Article 7.7 of the Prospectus
Act 2005. 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 (as contemplated
by Directive 2014/65/EU) and to be listed on the Official List of the Luxembourg Stock Exchange. Application
may also be made for notification to be given to competent authorities in other Member States of the EEA in
order to permit Notes issued under the Programme to be offered to the public and admitted to trading on
regulated markets in such other Member States in accordance with the procedures under Article 18 of the
Prospectus Directive.
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).
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 EEA and/or offered to the public in the EEA 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, as appropriate,
"Terms and Conditions for the English Law Notes" or under "Terms and Conditions for the Italian Law
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. Copies of the 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). 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 exchange(s) or markets as may be agreed between the Issuer and the relevant Dealer(s). The Issuer
may also issue unlisted Notes and/or Notes not admitted to trading on any market. The CSSF has neither
approved nor reviewed information contained in this Base Prospectus in connection with Exempt Notes.
As more fully set out in "Terms and Conditions for the English Law Notes Taxation" and in "Terms and
Conditions for the Italian Law Notes Taxation", in the case of payments by the Issuer, additional amounts
will not be payable to holders of the Notes or of the interest coupons appertaining to the Notes (the Coupons)
with respect to any withholding or deduction pursuant to Italian Legislative Decree No. 239 of 1 April 1996 (as
amended or supplemented) and related regulations of implementation which have been or may subsequently be
enacted (Decree 239). In addition, certain other (more customary) exceptions to the obligation of the Issuer to
pay additional amounts to holders of the Notes with respect to the imposition of withholding or deduction from
payments relating to the Notes also apply, also as more fully set out in "Terms and Conditions for the English
Law Notes Taxation" and in "Terms and Conditions for the Italian Law Notes Taxation".
UniCredit, having made all reasonable enquiries, confirms that this Base Prospectus contains or incorporates all
information which is material in the context of the issuance and offering of Notes, that the information
contained or incorporated in this Base Prospectus is true and accurate in all material respects and is not
misleading, that the opinions and intentions expressed in this Base Prospectus are honestly held and that there
are no other facts the omission of which would make this Base Prospectus or any of such information or the
expression of any such opinions or intentions misleading. UniCredit accepts responsibility accordingly.
Certain information under the heading "Book Entry Clearance Systems" has been extracted from information
provided by the clearing systems referred to therein. UniCredit 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 the
relevant clearing systems, no facts have been omitted which would render the reproduced information inaccurate
or misleading.
The information relating to each of the Depository Trust Company (DTC), Euroclear Bank S.A./N.V.
(Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg) has been accurately reproduced from
information published by each of DTC, Euroclear and Clearstream, Luxembourg respectively. So far as
UniCredit is aware and is able to ascertain from information published by the Clearing Systems, no facts have
been omitted which would render the reproduced information misleading.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
Securities Act) or any U.S. State securities laws and may not be offered or sold in the United States or to, or for
the account or the benefit of, U.S. persons as defined in Regulation S under the Securities Act unless an
exemption from the registration requirements of the Securities Act is available and in accordance with all
applicable securities laws of any state of the United States and any other jurisdiction.
2

The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final
Terms. Whether or not each credit rating applied for in relation to a relevant Series of Notes will be issued by a
credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009 (as
amended) (the CRA Regulation), and whether such credit rating agency is included in the list of credit rating
agencies published by the European Securities and Markets Authority on its website (at
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation,
will be disclosed in the Final Terms (or Pricing Supplement, in the case of Exempt Notes). Please also refer to
"Credit ratings assigned to the Issuer or any Notes may not reflect all the risks associated with an investment in
those Notes" in the "Risk Factors" section of this Base Prospectus.
Amounts payable under the Floating Rate Notes and/or the Reset Notes may be calculated by reference to
certain reference rates such as LIBOR, EURIBOR, CAD-BA-CDOR or CMS, as specified in the relevant Final
Terms. As at the date of this Base Prospectus, the ICE Benchmark Administration (as administrator of LIBOR
and CMS) and Thomson Reuters Benchmark Services Limited (as administrator of CAD-BA-CDOR) are
included in the register of administrators maintained by the European Securities and Markets Authority (ESMA)
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 Issuer is 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 or registration (or, if located
outside the European Union, recognition, endorsement or equivalence).
Amounts payable on Inflation Linked Notes will be calculated by reference to CPI or HICP (each as defined
below). As at the date of this Base Prospectus, the administrators of CPI and HICP are not included in ESMA's
register of administrators under Article 36 of the Benchmarks Regulation.
As far as the Issuer is aware, CPI and HICP do not fall within the scope of the Benchmarks Regulation by virtue
of Article 2 of that Regulation.
The Additional Tier 1 Notes are not intended to be sold and should not be sold to "retail clients" (as defined in
Directive 2014/65/EU (as amended, MiFID II)) in the European Economic Area (EEA) and/or under the
Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015
published by the United Kingdom's Financial Conduct Authority. Potential investors should read the whole of
this document, in particular the "Risks relating to Additional Tier 1 Notes" set out on pages 92 to 103 and
"Restrictions on marketing, sales and resales of Additional Tier 1 Notes to Retail Investors" set out on page 5.
Arranger and Dealer

UNICREDIT BANK
The date of this Base Prospectus is 5 June 2019.
3

IMPORTANT INFORMATION
This document constitutes a base prospectus in respect of all Notes other than Exempt Notes issued under
the Programme for UniCredit, being non-equity securities within the meaning of Article 22 No. 6(4) of the
Commission Regulation (EC) No. 809/2004 of 29 April 2004, as amended (Non-Equity Securities) (the
Base Prospectus).
This Base Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated in it by reference (see "Documents Incorporated by Reference"). This Base Prospectus shall
be read and construed on the basis that those documents are incorporated and form part of this Base
Prospectus.
No representation, warranty or undertaking, express or implied, is made by any of the Dealers or any of
their respective affiliates or the Trustee and no responsibility or liability is accepted by any of the Dealers
or by any of their respective affiliates or the Trustee as to the accuracy or completeness of the
information contained or incorporated in this Base Prospectus or of any other information provided by
the Issuer in connection with the Programme. No Dealer or any of their respective affiliates or the
Trustee 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.
This Base Prospectus contains industry and customer-related data as well as calculations taken from
industry reports, market research reports, publicly available information and commercial publications. It
is hereby confirmed that (a) to the extent that information reproduced herein derives from a third party,
such information has been accurately reproduced and (b) insofar as the Issuer is aware and is able to
ascertain from information derived from a third party, no facts have been omitted which would render
the information reproduced inaccurate or misleading.
Commercial publications generally state that the information they contain originates from sources
assumed to be reliable, but that the accuracy and completeness of such information is not guaranteed,
and that the calculations contained therein are based on a series of assumptions. External data have not
been independently verified by the Issuer.
No person is or has been authorised by the Issuer 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 Issuer, the Dealers or the
Trustee.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or
with 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, any of the Dealers or the Trustee that any recipient of this
Base Prospectus or of 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. 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, any of the Dealers or the Trustee to any person to subscribe for or to purchase any Notes.
None of the Dealers, the Issuer or the Trustee makes any representation to any investor in the Notes
regarding the legality of its investment under any applicable laws. Any investor in the Notes should be
able to bear the economic risk of an investment in the Notes for an indefinite period of time.
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 in it concerning the Issuer is correct at any time
subsequent to its date 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 Issuer
during the life of the Programme or to advise any investor in Notes issued under the Programme of any
information coming to their attention. Investors should review, inter alia, the most recently published
4

documents incorporated by reference into this Base Prospectus when deciding whether or not to purchase
any Notes.
Restrictions on marketing, sales and resales of Additional Tier 1 Notes to Retail Investors
The Additional Tier 1 Notes are complex financial instruments and are not a suitable or appropriate investment
for all investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or
guidance with respect to the offer or sale of securities such as the Additional Tier 1 Notes to retail investors.
In particular, in June 2015, the UK Financial Conduct Authority published the Product Intervention (Contingent
Convertible Instruments and Mutual Society Shares) Instrument 2015, which took effect from 1 October 2015
(the PI Instrument). In addition: (i) on 1 January 2018, the provisions of Regulation (EU) No. 1286/2014 on
key information documents for packaged and retail and insurance-based investment products (as amended or
superseded, the PRIIPs Regulation) became directly applicable in all member states of the European Economic
Area (EEA) and (ii) MiFID II was required to be implemented in EEA member states by 3 January 2018.
Together, the PI Instrument, the PRIIPs Regulation and MiFID II are referred to as the Regulations.
The Regulations set out various obligations in relation to: (i) the manufacture and distribution of financial
instruments; and (ii) the offering, sale and distribution of packaged retail and insurance-based investment
products and certain contingent write down or convertible securities, such as the Additional Tier 1 Notes.
Potential investors in the Additional Tier 1 Notes should inform themselves of, and comply with, any applicable
laws, regulations or regulatory guidance with respect to any resale of the Additional Tier 1 Notes (or any
beneficial interests therein), including the Regulations.
Each Dealer (and/or its affiliates) is required to comply with some or all of the Regulations. By purchasing, or
making or accepting an offer to purchase, any Additional Tier 1 Notes (or a beneficial interest in such
Additional Tier 1 Notes) from the Issuer and/or any Dealer, each prospective investor represents, warrants,
agrees with and undertakes to the Issuer and each of the Dealers that:
(a)
it is not a retail client in the EEA (as defined in MiFID II);
(b)
whether or not it is subject to the Regulations, it will not:
(i)
sell or offer the Additional Tier 1 Notes (or any beneficial interests therein) to retail clients (as
defined in MiFID II); or
(ii)
communicate (including by the distribution of the Base Prospectus or the Final Terms relating
to the Additional Tier 1 Notes) or approve any invitation or inducement to participate in,
acquire or underwrite the Additional Tier 1 Notes (or any beneficial interests therein) where
that invitation or inducement is addressed to or disseminated in such a way that it is likely to
be received by a retail client (in each case, within the meaning of MiFID II) and in selling or
offering the Additional Tier 1 Notes or making or approving communications relating to the
Additional Tier 1 Notes it may not rely on the limited exemptions set out in the PI Instrument;
(c)
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside
or outside the EEA) relating to the promotion, offering, distribution and/or sale of the Additional Tier 1
Notes (or any beneficial interests therein), including (without limitation) MiFID II and any other
applicable laws, regulations and regulatory guidance relating to determining the appropriateness and/or
suitability of an investment in the Additional Tier 1 Notes (or any beneficial interests therein) by
investors in any relevant jurisdiction;
(d)
if it is a purchaser in Singapore, it is an accredited investor or an institutional investor as defined in
Section 4A of the Securities and Futures Act (Chapter 289 of Singapore) and it will not sell or offer the
Additional Tier 1 Notes (or any beneficial interest therein) to persons in Singapore other than such
accredited investors or institutional investors;
(e)
it will act as principal in purchasing, making or accepting any offer to purchase any Additional Tier 1
Notes (or any beneficial interest therein) and not as an agent, employee or representative of any of the
Dealers; and
5

(f)
if it is a Hong Kong purchaser, its business involves the acquisition and disposal, or the holding, of
securities (whether as principal or as agent) and it falls within the category of persons described as
"professional investors" under the Securities and Futures Ordinance (Cap.571) of Hong Kong (the
SFO) and any rules made under the SFO.
It further acknowledges that:
(a)
the identified target market for the Additional Tier 1 Notes (for the purposes of the product governance
obligations in MiFID II) is eligible counterparties and professional clients; and
(b)
no key information document (KID) under the PRIIPs Regulation has been prepared and therefore
offering or selling the Additional Tier 1 Notes or otherwise making them available to any retail investor
in the EEA may be unlawful under the PRIIPs Regulation.
IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Notes (or Pricing
Supplement, in the case of Exempt 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 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 MiFID II; or
(ii) a customer within the meaning of Directive 2002/92/EC (as amended, the Insurance Mediation Directive),
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID
II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the Prospectus Directive).
Consequently, no key information document required by 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 in respect of any Notes (or Pricing
Supplement, in the case of Exempt 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 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.
Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore (the
SFA) Unless otherwise stated in the Final Terms in respect of any Notes (or Pricing Supplement, in the case of
Exempt 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) 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).
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.
6

IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF SENIOR OR
SUBORDINATED NOTES
Restrictions on Non-exempt Offers of Notes in Relevant Member States
Certain Tranches of Senior or Subordinated Notes with a denomination of less than 100,000 (or its equivalent
in any other currency) may be offered in circumstances where there is no exemption from the obligation under
the Prospectus Directive to publish a prospectus. Any such offer is referred to as a Non-exempt Offer. This
Base Prospectus has been prepared on a basis that permits Non-exempt Offers of Senior or Subordinated Notes
in each Member State in relation to which the Issuer has given its consent, as specified in the applicable Final
Terms (each specified Member State a Non-exempt Offer Jurisdiction and together the Non-exempt Offer
Jurisdictions). Any person making or intending to make a Non-exempt Offer of Senior or Subordinated Notes
on the basis of this Base Prospectus must do so only with the Issuer's consent to the use of this Base Prospectus
as provided under "Consent given in accordance with Article 3.2 of the Prospectus Directive (Retail
Cascades)" and provided that such person complies with the conditions specified in or attached to that consent.
Save as provided above, none of the Issuer and any Dealer have authorised, nor do they authorise, the making of
any Non-exempt Offer of Senior or Subordinated Notes in circumstances in which an obligation arises for the
Issuer or any Dealer to publish or supplement a prospectus for such offer.
The Non-Preferred Senior Notes and the Additional Tier 1 Notes shall not be offered in the context of a Non-
exempt Offer.
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, the Dealer(s) 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,
unless specifically indicated to the contrary in the applicable Final Terms, no action has been taken by the
Issuer, the Dealer(s) or the Trustee (where relevant) 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, Japan, Hong Kong, the People's Republic of China, Australia, Taiwan and
the EEA (including the United Kingdom, the Republic of Italy, France, the Federal Republic of Germany
and Austria). See "Subscription and Sale and Transfer and Selling Restrictions".
See "Form of the Notes" for a description of the manner in which Notes will be issued. Registered Notes
are subject to certain restrictions on transfer, see "Subscription and Sale and Transfer and Selling
Restrictions".
This Base Prospectus has not been submitted for clearance to the Autorité des Marchés financiers in
France.
7

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 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;
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 investment laws and regulations, or to review or regulation by certain authorities. Each potential
investor should consult its legal advisers to determine whether and to what extent (a) Notes are legal
investments for it, (b) Notes can be used as collateral for various types of borrowing and (c) 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.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
Some statements in this Base Prospectus may be deemed to be forward looking statements. Forward looking
statements include statements concerning the Issuer's plans, objectives, goals, strategies, future operations and
performance and the assumptions underlying these forward looking statements. When used in this Base
Prospectus, the words "anticipates", "estimates", "expects", "believes", "intends", "plans", "aims", "seeks",
"may", "will", "should" and any similar expressions generally identify forward looking statements. These
forward looking statements are contained in the section entitled "Risk Factors" and other sections of this Base
Prospectus. The Issuer has based these forward looking statements on the current view of their management
with respect to future events and financial performance. Although the Issuer believes that the expectations,
estimates and projections reflected in its forward looking statements are reasonable as of the date of this Base
Prospectus, if one or more of the risks or uncertainties materialise, including those identified below or which the
Issuer has otherwise identified in this Base Prospectus, or if any of the Issuer's underlying assumptions prove to
be incomplete or inaccurate, the Issuer's actual results of operation may vary from those expected, estimated or
predicted.
The risks and uncertainties referred to above include:

the Issuer's ability to achieve and manage the growth of its business;

the performance of the markets in the Issuer's jurisdiction and the wider region in which the Issuer
operates;

the Issuer's ability to realise the benefits it expects from existing and future projects and investments it
is undertaking or plans to or may undertake;
8

the Issuer's ability to obtain external financing or maintain sufficient capital to fund its existing and
future investments and projects;

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

actions taken by the Issuer's joint venture partners that may not be in accordance with its policies and
objectives.
Any forward looking statements contained in this Base Prospectus speak only as at the date of this Base
Prospectus. Without prejudice to any requirements under applicable laws and regulations, the Issuer expressly
disclaims any obligation or undertaking to disseminate after the date of this Base Prospectus any updates or
revisions to any forward looking statements contained in it to reflect any change in expectations or any change
in events, conditions or circumstances on which any such forward looking statement is based.
U.S. INFORMATION
The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission or any
other securities commission or other regulatory authority in the United States, nor have the foregoing authorities
approved this Base Prospectus or confirmed the accuracy or determined the adequacy of the information
contained in this Base Prospectus. Any representation to the contrary is unlawful.
This Base Prospectus may be distributed on a confidential basis in the United States to a limited number of
"qualified institutional buyers" (QIBs) within the meaning of Rule 144A under the Securities Act (Rule 144A)
or Institutional Accredited Investors (each as defined under "Form of the Notes") for informational use solely
in connection with the consideration of the purchase of the Notes being offered hereby. Its use for any other
purpose in the United States is not authorised. It may not be copied or reproduced in whole or in part nor may it
be distributed or any of its contents disclosed to anyone other than the prospective investors to whom it is
originally submitted.
The Bearer Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the
United States or its possessions or to U.S. persons, except in certain transactions permitted by U.S. Treasury
regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code
and the Treasury regulations promulgated thereunder.
Registered Notes may be offered or sold within the United States only to QIBs or to Institutional Accredited
Investors, in either case in transactions exempt from registration under the Securities Act in reliance on Rule
144A or any other applicable exemption. Each U.S. purchaser of Registered Notes is hereby notified that the
offer and sale of any Registered Notes to it may be being made in reliance upon the exemption from the
registration requirements of the Securities Act provided by Rule 144A. Prospective purchasers are hereby
notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the
Securities Act provided by Rule 144A.
Purchasers of Definitive IAI Registered Notes will be required to execute and deliver an IAI Investment Letter
(as defined under "Terms and Conditions for the English Law Notes"). Each purchaser or holder of Definitive
IAI Registered Notes, Notes represented by a Rule 144A Global Note or of any Notes issued in registered form
in exchange or substitution therefor (together, the Legended Notes) will be deemed, by its acceptance or
purchase of any such Legended Notes, to have made certain representations and agreements intended to restrict
the resale or other transfer of such Notes as set out in "Subscription and Sale and Transfer and Selling
Restrictions". Unless otherwise stated, terms used in this paragraph have the meanings given to them in "Form
of the Notes".
Available Information
To permit compliance with Rule 144A in connection with any resales or other transfers of English Law Notes
that are "restricted securities" within the meaning of the Securities Act, the Issuer has undertaken in a deed poll
dated 5 June 2019 (the Deed Poll) to furnish, upon the request of a holder of such Notes or of any beneficial
interest therein, to such holder or to a prospective purchaser designated by him, the information required to be
delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the request, any of the Notes remain
outstanding as "restricted securities" within the meaning of Rule 144A(a)(3) of the Securities Act and the Issuer
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is neither a reporting company under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as
amended (the Exchange Act), nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder.
Service of Process and Enforcement of Civil Liabilities
The Issuer is a corporation organised under the laws of the Republic of Italy. All of the officers and directors
named herein reside outside the United States and all or a substantial portion of the assets of the Issuer and of
such officers and directors are located outside the United States. As a result, it may not be possible for investors
to effect service of process outside the Republic of Italy upon the Issuer or such persons, or to enforce
judgments against them obtained in courts outside the Republic of Italy predicated upon civil liabilities of the
Issuer or of such directors and officers under laws other than Italian law, including any judgment predicated
upon United States federal securities laws.
PRESENTATION OF FINANCIAL INFORMATION
Unless otherwise indicated, the financial information in this Base Prospectus relating to the Issuer has been
derived from the audited consolidated financial statements of the Issuer for the financial years ended 31
December 2018 and 31 December 2017 respectively (together, the Financial Statements).
The Issuer's financial years end on 31 December, and references in this Base Prospectus to any specific year are
either to the 12-month period ended on 31 December of such year or as of 31 December of such year, as
applicable. The Financial Statements have been prepared in accordance with International Financial Reporting
Standards (IFRS) issued by the International Accounting Standards Board.
Investors should consult the Issuer should they require a copy of the ISDA 2006 Definitions, the ISDA 2003
Credit Derivatives Definitions or the ISDA 2009 Credit Derivatives Determinations Committees, Auction
Settlement and Restructuring Supplement to the 2003 ISDA Credit Derivatives Definitions published on 14 July
2009, as applicable.
Certain Defined Terms and Conventions
Capitalised terms which are used but not defined in any particular section of this Base Prospectus will have the
meaning attributed to them in the Terms and Conditions or any other section of this Base Prospectus. In
addition, the following terms as used in this Base Prospectus have the meanings defined below:
In this Base Prospectus, all references to:

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

to Sterling, GBP and £ refer to pounds sterling;

Canadian Dollars and C$ refer to the currency of Canada;

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

Renminbi, RMB and CNY refers to the currency of the People's Republic of China. All references to
the PRC are 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.

References to a billion are to a thousand million.
Certain figures and percentages included in this Base Prospectus have been subject to rounding adjustments;
accordingly, figures shown in 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.
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