Bond Generali Assicurazioni 1.713% ( XS2357754097 ) in EUR

Generali Assicurazioni

88.63 % ▼

Italy

XS2357754097 ( in EUR )

1.713% per year ( payment 1 time a year)

29/06/2032

Prospectus brochure of the bond Assicurazioni Generali XS2357754097 en EUR 1.713%, maturity 29/06/2032

30/06/2026 ( In 195 days )

Assicurazioni Generali is a multinational insurance company headquartered in Trieste, Italy, offering a wide range of insurance and asset management services globally.

The Bond issued by Generali Assicurazioni ( Italy ) , in EUR, with the ISIN code XS2357754097, pays a coupon of 1.713% per year.
The coupons are paid 1 time per year and the Bond maturity is 29/06/2032

FINAL
IMPORTANT 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"MiFID II") or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded, the
"Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No
1286/2014 (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.
PROHIBITION OF SALES TO UK RETAIL INVESTORS The Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the
United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the
provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under
the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law
by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as
it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the
Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK
PRIIPs Regulation.
MIFID II product governance / Professional investors and ECPs only target market Solely for the purposes
of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the
conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as
defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional
clients are appropriate. The target market assessment indicates that Notes are incompatible with the needs,
characteristic and objectives of clients which are fully risk averse/have no risk tolerance or are seeking on-demand
full repayment of the amounts invested. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the manufacturers' 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 manufacturers' target market assessment) and determining appropriate distribution channels.
UK MIFIR product governance / Professional investors and ECPs only target market Solely for the purposes
of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the
conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook
Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014
as it forms part of UK domestic law by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution of
the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering,
selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market
assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and
determining appropriate distribution channels.
Singapore Securities and Futures Act Product Classification: In connection with Section 309B of the Securities
and Futures Act (Chapter 289) of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products)

1

Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined, and hereby notifies all
relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are prescribed capital markets products
(as defined in the CMP Regulations 2018) and are 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 Recommendation on
Investment Products.
Final Terms dated 28 June 2021
ASSICURAZIONI GENERALI S.p.A.

Legal Entity Identifier (LEI): 549300X5UKJVE386ZB61
Issue of 500,000,000 1.713 per cent. Tier 2 Notes due 30 June 2032
being Sustainability Bonds

under the

15,000,000,000

Euro Medium Term Note Programme
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the
Tier 2 Notes (the "Conditions") set forth in the base prospectus dated 25 May 2021 (the "Base Prospectus")
and the supplement to the Base Prospectus dated 22 June 2021, which together constitute a base prospectus for
the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and the relevant implementing
measures in Luxembourg. This document constitutes the Final Terms of the Notes described herein for the
purposes of Article 8.2(a) of the Prospectus Regulation and must be read in conjunction with such Base
Prospectus as so supplemented. Full information on the Issuer is only available on the basis of the Base
Prospectus as so supplemented and full information on the offer of the Notes is only available on the basis of
the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus and
the supplement to the Base Prospectus are available for viewing at the registered office of the Issuer and on the
Issuer's website at https://www.generali.com/investors/debt-ratings/listed-debt-securities-disclaimer and
copies may be obtained from the principal office of the Paying Agents in Luxembourg. The Base Prospectus
and the supplement and, in the case of Notes admitted to trading on the Regulated Market of the Luxembourg
Stock Exchange, on the Professional Segment or for the Notes to be displayed on the LGX Platform of the
Regulated Market of the Luxembourg Stock Exchange, the applicable Final Terms will also be published on
the website of the Luxembourg Stock Exchange (www.bourse.lu).

1.
(i)
Series Number:
20

(ii)
Tranche Number:
1
2.
Specified Currency or Currencies:
Euro ("")

2

Condition 2(a) (Interpretation 
Definitions Specified Currency)
3.
Aggregate Nominal Amount of Notes

admitted to trading:

(i)
Series:
500,000,000

(ii)
Tranche:
500,000,000
4.
Issue Price:
100% of the Aggregate Nominal Amount
5.
(i)
Specified Denomination(s):
100,000 and integral multiples of 1,000 in excess
thereof up to and including 199,000. No Notes in
Condition 2(a)
definitive form will be issued with a denomination above
(Interpretation Definitions
199,000.
 Specified
Denomination(s))

(ii)
Calculation Amount:
1,000
Condition 2(a)
(Interpretation Definitions
 Calculation Amount)
6.
(i)
Issue Date:
30 June 2021
Condition 2(a)
(Interpretation Definitions
 Issue Date)

(ii)
Interest Commencement
Issue Date
Date:
Condition 2(a)
(Interpretation Definitions
 Interest Commencement
Date)
7.
Maturity Date:
The Interest Payment Date falling in 30 June 2032
Condition 2(a) (Interpretation 
Definitions Maturity Date)

Condition 6 (Conditions for Redemption) and Condition
10.1.1 (Redemption and Purchase Redemption
Scheduled Redemption of Notes with specified maturity
date) apply.
8.
Interest Basis:
1.713 % Fixed Rate

Condition 8 (Interest)
(further particulars specified below)
9.
Redemption/Payment Basis:
Redemption at par

Condition 10 (Redemption and

Purchase)

3

10.
(i)
Change of interest following
Not Applicable
Optional Redemption Date
(Call):

(ii)
Interest Basis reset on Reset
Not Applicable
Date:
11.
Call Options:

Condition 10.2 (Redemption for tax
Redemption for tax reasons
reasons)

Condition 10.3 (Redemption at the
Issuer Call
option of the Issuer)

Condition 10.4 (Optional Redemption Optional Redemption due to a Regulatory Event
due to a Regulatory Event)

Condition 10.5 (Optional Redemption Optional Redemption due to a Rating Event
due to a Rating Event)

Condition 10.6 (Optional Redemption Not Applicable
due to an Accounting Event)

Condition 10.6A (Clean-up Call
Optional redemption due to Clean-up Call
Option)
(further particulars specified below)
12.
Status of the Notes:
Senior Dated Subordinated Notes
Condition 4 (Status of the Notes)
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13.
Fixed Rate Note Provisions
Applicable

Condition 8.1 (Interest Interest on

Fixed Rate Notes)

(i)
Rate of Interest:
1.713% per annum payable annually in arrear

(ii)
Interest Payment Date(s):
30 June in each year from (and including) 30 June 2022
up to and including the date of redemption of the Notes

(iii)
Fixed Coupon Amount:
17.13 per Calculation Amount
Condition 8.1.2 (Interest 
Interest on Fixed Rate Notes
 Fixed Coupon Amount)

(iv)
Broken Amount(s):
Not Applicable
Condition 2(a)
(Interpretation Definitions
 Broken Amount)

(v)
Day Count Fraction:
Actual/Actual (ICMA)
14.
Reset Note Provisions
Not Applicable

4

Condition 8.2 (Interest Interest on

Reset Notes)

15.
Floating Rate Note Provisions
Not Applicable

Condition 8.3 (Interest Interest on

Floating Rate Notes)
16.
Zero Coupon Note Provisions
Not Applicable

Condition 9 (Zero Coupon Notes)

PROVISIONS RELATING TO OPTIONAL REDEMPTION DATE (CALL)
Condition 7 (Initial and Post-Call Interest Provisions)
17.
Fixed Rate Note Provisions
Not Applicable
18.
Floating Rate Note Provisions
Not Applicable
PROVISIONS RELATING TO INTEREST DEFERRAL
Condition 5 (Deferral of Interest)
19.
(i)
Optional Deferral of Interest:
Not Applicable

Condition 5.1 (Deferral of

Interest Optional Deferral
of Interest)

(ii)
Mandatory Deferral of
Applicable
Interest

Condition 5.2 (Deferral of

Interest Mandatory
Deferral of Interest)

(iii)
Deferred Interest Payment

Events

Condition 5.3 (Arrears of
Interest)
Deferred Interest Payment Events Option C applies
PROVISIONS RELATING TO REDEMPTION
20.
Call Option
Applicable

Condition 10.3 (Redemption and

Purchase Redemption at the option
of the Issuer)

(i)
Optional Redemption Date
any Business Day from (and including) 30 December
(Call):
2031 to (but excluding) the Maturity Date

(ii)
Optional Redemption Dates:
any Business Day from (and including) the Optional
Redemption Date (Call) to (but excluding) the Maturity
Date

(iii)
Optional Redemption
1,000 per Calculation Amount.
Amount(s) (Call):

5

(iv)
Redemption in part:
Not Applicable

(v)
If redeemable in part:

(a)
Minimum
Not Applicable
Redemption
Amount:

(b)
Maximum
Not Applicable
Redemption
Amount:
21.
Optional Redemption due to a
Applicable
Regulatory Event
Condition 10.4 (Redemption and
Partial Optional Redemption due to a Regulatory Event
Purchase Optional Redemption due does not apply
to a Regulatory Event)

22.
Optional Redemption due to a
Applicable
Rating Event

Condition 10.5 (Redemption and

Purchase Optional Redemption due
to a Rating Event)
23.
Optional Redemption due to an
Not Applicable
Accounting Event

Condition 10.6 (Redemption and

Purchase Optional Redemption due
to an Accounting Event)
24.
Final Redemption Amount
1,000 per Calculation Amount.

Condition 2(a) (Interpretation 

Definitions Final Redemption
Amount)
25.
Early Redemption Amount

(i)
Early Redemption
Principal amount outstanding of the Notes
Amount(s) payable on
redemption for taxation

reasons (Early Redemption
Amount (Tax)):
Condition 10.2 (Redemption
and Purchase Redemption
for tax reasons)

(ii)
Early Redemption Amount
Principal amount outstanding of the Notes
(Regulatory):
Condition 10.4 (Redemption
and Purchase Optional
Redemption due to a
Regulatory Event)

6

(iii)
Early Redemption Amount
Principal amount outstanding of the Notes
(Rating Event):

Condition 10.5 (Redemption
and Purchase Optional
Redemption due to a Rating
Event)

(iv)
Early Redemption Amount
Not Applicable
(Accounting Event):
Condition 10.6 (Redemption
and Purchase Optional
Redemption due to an
Accounting Event)

(v)
Early Redemption Amount
Principal amount outstanding of the Notes
(Clean-up):
Condition 10.6A
(Redemption and Purchase 
Clean-up Call Option)

(vi)
Make Whole Amount:
Not Applicable

·
Redemption Margin: Not Applicable

·
Reference Bond:
Not Applicable

·
Quotation Time:
Not Applicable

(vii)
Party responsible for
Not Applicable
calculating the Make Whole
Amount:
GENERAL PROVISIONS APPLICABLE TO THE NOTES
26.
Form of Notes:
Temporary Global Note exchangeable for a Permanent
Global Note which is exchangeable for Definitive Notes
Condition 3 (Form, denomination
in the limited circumstances specified in the Permanent
and title)
Global Note.
27.
New Global Note:
Applicable
28.
Additional Financial Centre(s) or
Not Applicable
other special provisions relating to
Payment Business Days:
Condition 2(a) (Interpretation 
Definitions - Additional Financial
Centre(s))
29.
Talons for future Coupons or
No
Receipts to be attached to Definitive
Notes (and dates on which such

Talons mature):
30.
Unmatured Coupons void
Condition 11(f) applies

7

Condition 11(f) (Payments 
Unmatured Coupons void)

31.
Regulatory/Tax/Rating/Accounting
Condition 17.4(a)(A) (Modification and/or Exchange
Event Modification Provisions:
following a Regulatory Event, Tax Event, Rating Event
or Accounting Event) is applicable in relation to
Regulatory Event, Tax Event and Rating Event

Regulatory/Tax/Rating/Accounting
Condition 17.4(a)(B) (Modification and/or Exchange
Event Exchange Provisions:
following a Regulatory Event, Tax Event, Rating Event
or Accounting Event) is not applicable in relation to
Regulatory Event,Tax Event and Rating Event

32.
Substitution Provisions
Not Applicable

Condition 17.5 (Substitution)

33.
Governing Law
Italian law

Condition 20 (Governing law and
jurisdiction)

THIRD PARTY INFORMATION
Relevant third party information included in Part B (Other information), paragraph 2 below has been obtained from
www.fitchratings.com and www.moodys.com. The Issuer confirms that such information has been accurately
reproduced and that, so far as it is aware, and is able to ascertain from the information obtained from
www.fitchratings.com and www.moodys.com, no facts have been omitted which would render the reproduced
information inaccurate or misleading.
Signed on behalf of the Issuer:
Signed by Alexandru Popescu
on 28/06/2021 16:09:58 CEST
Signed by FABRIZIO TALOTTI
By: ...........................................................................
Duly authorised
on 28/06/2021 16:18:23 CEST

8

PART B OTHER INFORMATION
1.
LISTING AND ADMISSION TO TRADING

(i)
Listing:
Official List of the Luxembourg Stock Exchange

(ii)
Admission to trading:
Application has been made for the Notes to be admitted to
trading on (A) the Professional Segment of the Regulated
Market of the Luxembourg Stock Exchange and (B) on
ExtraMOT market Professional Segment (ExtraMOT PRO),
the multi-lateral trading facility organised and managed by
Borsa Italiana S.p.A., with effect from the Issue Date.

(iii)
Estimate of total expenses
6,300 Luxembourg Stock Exchange and 2,500 Borsa Italiana
of admission to trading:
S.p.A.
2.
RATINGS

Ratings:
The Notes to be issued have been rated:

Fitch Ratings Ireland Limited: BBB- ("Fitch")

Moody's Deutschland GmbH: Baa3 (hyb) ("Moody's")
According to the definitions published by Fitch on its website
as of the date of these Final Terms, "BBB" ratings denote that
expectations of default risk are currently low. The capacity for
payment of financial commitments is considered adequate, but
adverse business or economic conditions are more likely to
impair this capacity. This capacity may, nevertheless, be more
vulnerable to adverse business or economic conditions than is
the case for higher ratings. In addition, within rating
categories, Fitch may use modifiers; the modifiers `+' or `-`
may be appended to arating to denote relative status within
major rating categories.
According to definitions published by Moody's on its website
as of the date of these Final Terms, obligations rated "Baa" are
judged to be medium-grade and subject to moderate credit risk
and as such may possess certain speculative characteristics. In
addition, Moody's appends numerical modifiers 1, 2 and 3 to
each generic rating classification from `Aa' to `Caa; the
modifier 3 indicates a ranking in the lower end of that generic
rating category. Additionally, a "(hyb)" indicator is appended
to all ratings of hybrid securities issued by banks, insurers,
finance companies, and securities firms.

Each of Fitch Ratings Ireland Limited (sede secondaria
italiana) and Moody's Deutschland GmbH is established in the
EEA and registered under Regulation (EC) No 1060/2009, as
amended (the "EU CRA Regulation").

In general, European regulated investors are restricted under
the EU CRA Regulation and UK regulated investors are
restricted under the UK CRA Regulation from using a rating
for regulatory purposes unless (1) such rating is issued by a
credit rating agency established in the EEA or the UK and
registered under the relevant CRA Regulation; or (2) the rating
is provided by a credit rating agency not established in the EEA
or the UK but is endorsed by a credit rating agency established

9

in the EEA or the UK and registered under the relevant CRA
Regulation; or (3) the rating is provided by a credit rating
agency not established in the EEA or the UK which is certified
under the relevant CRA Regulation.

3.
ADDITIONAL INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE
ISSUE

Save for any fees payable to the Banco Santander, S.A., BNP Paribas, Goldman Sachs International,
HSBC Continental Europe, Mediobanca Banca di Credito Finanziario S.p.A. and UniCredit Bank AG
as Joint Lead Managers, so far as the Issuer is aware, no person involved in the offer of the Notes has
an interest material to the offer.
4.
ESTIMATED NET PROCEEDS

Estimated net proceeds:
The amount of the proceeds from the issue of the Notes, net of
expenses of admission to trading, is 499,991,200.
5.
YIELD (Fixed Rate Notes only)

Indication of yield:
1.713%
6.
HISTORIC INTEREST RATES / BENCHMARK RATES (Floating Rate Notes only)
Not Applicable

7.
OPERATIONAL INFORMATION

(i)
ISIN:
XS2357754097

(ii)
Common Code:
235775409

(iii)
Intended to be held in a
Yes
manner which would allow
Eurosystem eligibility

Yes. Note that the designation "yes" simply means that the
Notes are intended upon issue to be deposited with one of the
ICSDs as common safekeeper and does not necessarily mean
that the Notes will be recognised as eligible collateral for
Eurosystem monetary policy and intra day credit operations by
the Eurosystem either upon issue or at any or all times during
their life. Such recognition will depend upon the ECB being
satisfied that Eurosystem eligibility criteria have been met.

(iv)
Any clearing system(s)
Not Applicable
other than Euroclear Bank
SA/NV and Clearstream
Banking, S.A., Luxembourg
and the relevant
identification number(s):

10