Obbligazione Generali Assicurazioni 4.596% ( XS1140860534 ) in EUR

Emittente Generali Assicurazioni
Prezzo di mercato refresh price now   99.85 EUR  ▼ 
Paese  Italia
Codice isin  XS1140860534 ( in EUR )
Tasso d'interesse 4.596% per anno ( pagato 1 volta l'anno)
Scadenza perpetue



Prospetto opuscolo dell'obbligazione Assicurazioni Generali XS1140860534 en EUR 4.596%, scadenza perpetue


Importo minimo /
Importo totale /
Coupon successivo 21/11/2026 ( In 339 giorni )
Descrizione dettagliata Assicurazioni Generali è una compagnia assicurativa italiana multinazionale, tra le più grandi al mondo, operante nei rami danni, vita e salute, con una presenza capillare a livello globale.

The Obbligazione issued by Generali Assicurazioni ( Italy ) , in EUR, with the ISIN code XS1140860534, pays a coupon of 4.596% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is perpetue








Base Prospectus dated 27 May 2020





ASSICURAZIONI GENERALI S.p.A.
(incorporated with limited liability under the laws of the Republic of Italy)
15,000,000,000
Euro Medium Term Note Programme

Assicurazioni Generali S.p.A. ("Assicurazioni Generali" or the "Issuer") has established a Euro Medium Term Note
Programme (the "Programme") for the issuance of 15,000,000,000 in aggregate principal amount of notes (the "Notes").
Under the Programme as described in this Base Prospectus, Assicurazioni Generali may from time to time issue Notes in bearer
form denominated in any currency, as described in further detail herein. Notes issued under the Programme will not have
denominations of less than 100,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in
such currency). Notes to be issued under the Programme may comprise (i) unsubordinated Notes (the "Senior Notes"), (ii) tier 3
notes referred to as "More Senior Dated Subordinated Notes" which are subordinated and with a maturity date as described
herein (the "Tier 3 Notes"), (iii) senior dated subordinated notes which are subordinated and with a maturity date as described
herein (the "Senior Dated Subordinated Notes") and (iv) deeply subordinated notes which are deeply subordinated and with,
or without, a maturity date as described herein (the "Deeply Subordinated Notes" and together with the Senior Dated
Subordinated Notes, the "Tier 2 Notes" and, together with the Tier 3 Notes, the "Subordinated Notes").
Notice of the aggregate nominal amount of any tranche of Notes, the interest (if any) payable, the issue price and any other
information relating to the Notes which is not known at the date of this base prospectus (the "Base Prospectus") and which can
only be determined at the time of an individual issue of a Tranche of Notes will be set out in the relevant Final Terms (as
defined below) or, as the case may be, the Drawdown Prospectus.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent
authority in Luxembourg to approve this document as a base prospectus under the Luxembourg Law of 16 July 2019 on
Prospectuses for Securities (the "Luxembourg Prospectus Law") and only approves this Base Prospectus as meeting the
standards of completeness, comprensibility and consistency imposed by Regulation (EU) 2017/1129 (the "Prospectus
Regulation"). Application has been made to the Luxembourg Stock Exchange for Notes issued under this Base Prospectus to be
admitted to trading on the Regulated Market of the Luxembourg Stock Exchange or on the Professional Segment of the
Regulated Market of the Luxembourg Stock Exchange and to be listed on the Official List of the Luxembourg Stock Exchange
during the period of 12 months after the date hereof. The obligation to supplement this Prospectus in the event of significant
new factors, material mistakes or material inaccuracies will not apply following the expiry of that period. The Luxembourg
Stock Exchange's regulated market (the "Regulated Market") is a regulated market for the purposes of the Markets in
Financial Investments Directive, as amended (Directive 2014/65/EC) (as amended, "MiFID II"). The relevant Final Terms in
respect of such Notes will be published in accordance with the provisions of Article 22 of the Luxembourg Prospectus Law and
will be published in accordance with the provisions of Article 22 of such law. The CSSF gives no undertaking as to the
economic or financial opportuneness of the transaction or the quality and solvency of the Issuer in line with the provisions of
article 6(4) of the Luxembourg Prospectus Law.
This Base Prospectus has been approved by the CSSF, as competent authority under the Prospectus Regulation. The CSSF only
approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the
Prospectus Regulation. Such approval should not be considered as an endorsement of either the Issuer or the quality of the
Notes that are the subject of this Base Prospectus and investors should make their own assessment as to the suitability of




investing in the Notes.
This Base Prospectus shall be valid for admission to trading of Notes on a regulated market for the purposes of MiFID II for 12
months after the approval by the CSSF, provided that it is completed by any supplement, pursuant to Article 23 of the
Prospectus Regulation, following the occurrence of a significant new factor, a material mistake or a material inaccuracy relating
to the information included (including incorporated by reference) in this Base Prospectus which may affect the assessment of
the Notes. After such date, the Base Prospectus will expire and the obligation to supplement this Base Prospectus in the event of
significant new factors, material mistakes or material inaccuracies will no longer apply.
The Programme also allows for Notes to be unlisted or to be admitted to listing, trading and/or quotation by such other or
further listing authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer. Under the Luxembourg
Prospectus Law, prospectuses relating to money market instruments having a maturity at issue of less than 12 months which fall
within the definition of securities are not subject to the approval provisions of Part II of such law, but are subject to the approval
provisions of Part III of the Luxembourg Prospectus Law, which requires the approval of a simplified prospectus.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see "Risk Factors"
on page 16.
Under current legislation in Italy, payments of interest, premium or other income relating to the Notes are subject to substitute
tax (imposta sostitutiva) at a rate of 26 per cent., regardless of maturity. The Issuer will not be liable to pay any additional
amounts to Noteholders in relation to any such substitute tax or withholding. For further information, see "Taxation" on page
294.
Amounts payable under the Notes may be calculated by reference to benchmarks including (i) the Euro-zone interbank offered
rate ("EURIBOR"); (ii) the London interbank offered rate ("LIBOR"); (iii) the Singapore interbank offered rate ("SIBOR");
(iv) the Tokyo interbank offered rate ("TIBOR"); (v) the Hong Kong interbank offered rate ("HIBOR"); (vi) the sterling
overnight index average rate ("SONIA"); (vii) the secured overnight financing rate ("SOFR"); and (viii) the constant maturity
swap rate ("CMS") and amounts payable on Floating Rate Notes and Reset Notes issued under the Programme may, in certain
circumstances, be determined in part by reference to such indices, each as specified in the relevant Final Terms. Each such
index constitutes a benchmark for the purposes of the Benchmark Regulation (Regulation (EU) 2016/1011) (the "BMR"). As at
the date of this Base Prospectus, the administrators of EURIBOR, LIBOR and CMS are included on the register of
administrators and benchmarks established and maintained by the ESMA pursuant to article 36 of the BMR. As at the date of
this Base Prospectus, the administrators of SONIA, SOFR, SIBOR, TIBOR and HIBOR are not included in ESMA's register of
administrators under Article 36 of the BMR. As far as the Issuer is aware, SONIA, SOFR, SIBOR, TIBOR and HIBOR do not
fall within the scope of the BMR.
Arranger
Citigroup
Dealers
Barclays
BBVA
BNP PARIBAS
BofA Securities
Citigroup
Crédit Agricole CIB
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
Mediobanca
Mizuho Securities
Morgan Stanley
Natixis
Santander Corporate & Investment Banking
Société Générale Corporate & Investment Banking
UniCredit Bank
A41032826



TABLE OF CONTENTS
Page
IMPORTANT NOTICES ................................................................................................................................... 4
GENERAL DESCRIPTION OF THE PROGRAMME ..................................................................................... 9
RISK FACTORS ...............................................................................................................................................16
INFORMATION INCORPORATED BY REFERENCE ..................................................................................43
CROSS-REFERENCE LIST .............................................................................................................................45
FINAL TERMS AND DRAWDOWN PROSPECTUS .....................................................................................47
FORMS OF THE NOTES .................................................................................................................................48
TERMS AND CONDITIONS OF THE SENIOR NOTES ...............................................................................51
TERMS AND CONDITIONS OF THE TIER 2 NOTES ..................................................................................95
TERMS AND CONDITIONS OF THE TIER 3 NOTES ................................................................................155
FORM OF FINAL TERMS OF THE SENIOR NOTES ................................................................................. 211
FORM OF FINAL TERMS OF THE TIER 2 NOTES ...................................................................................229
FORM OF FINAL TERMS OF THE TIER 3 NOTES ...................................................................................249
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ....................268
USE OF PROCEEDS ......................................................................................................................................272
DESCRIPTION OF THE ISSUER .................................................................................................................274
OVERVIEW FINANCIAL INFORMATION OF THE ISSUER ....................................................................291
TAXATION .....................................................................................................................................................294
SUBSCRIPTION AND SALE ........................................................................................................................306
GENERAL INFORMATION ..........................................................................................................................312

A41032826
3



IMPORTANT NOTICES
This Base Prospectus comprises a base prospectus for the purposes of Article 8 of the Prospectus Regulation.
The Issuer accepts responsibility for the information contained in this document and for the relevant Final
Terms for each Tranche of Notes issued under the Programme and to the best of the knowledge of the Issuer,
the information contained in this document and in the relevant Final Terms for each Tranche of Notes issued
under the Programme is in accordance with the facts and this Base Prospectus makes no omission likely to
affect the import of such information.
This Base Prospectus should be read and construed together with any supplements hereto and with any other
documents incorporated by reference herein and, in relation to any Tranche (as defined herein) of Notes,
should be read and construed together with the relevant Final Terms.
The Issuer has confirmed to the Dealers named under "Subscription and Sale" below that this Base
Prospectus (including for this purpose, each relevant Final Terms) contains all information which according to
the particular nature of the Issuer and the securities offered to the public or admitted to trading on a regulated
market, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial
position, profits and losses, and the prospects of the Issuer and of any rights attaching to such securities and is
(in the context of the Programme and the issue, offering and sale of the Notes) material; that such information
is true and accurate in all material respects and is not misleading in any material respect; that any opinions,
predictions or intentions expressed herein are honestly held or made and are not misleading in any material
respect; that this Base Prospectus does not omit to state any material fact necessary to make such information,
opinions, predictions or intentions (in the context of the Programme and the issue, offering and sale of the
Notes, where applicable) not misleading in any material respect; and that all proper enquiries have been made
to verify the foregoing.
No person has been authorised to give any information or to make any representation not contained in or not
consistent with this Base Prospectus or any other document entered into in relation to the Programme or any
information supplied by the Issuer or such other information as is in the public domain and, if given or made,
such information or representation should not be relied upon as having been authorised by the Issuer or any
Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and
neither the Dealers nor any of their respective affiliates makes any representation or warranty or accepts any
responsibility as to the accuracy or completeness of the information contained in this Base Prospectus.
Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note
shall, in any circumstances, create any implication that the information contained in this Base Prospectus is
true subsequent to the date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that there has been no adverse change, or any event reasonably likely to involve any adverse
change, in the condition (financial or otherwise) of the Issuer since the date hereof or, if later, the date upon
which this Base Prospectus has been most recently supplemented or that any other information supplied in
connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
This Base Prospectus may only be used for the purposes for which it has been published. The distribution of
this Base Prospectus and any Final Terms and the offering, sale and delivery of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any Final Terms
comes are required by the Issuer and the Dealers to inform themselves about and to observe any such
restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on the
distribution of this Base Prospectus or any Final Terms and other offering material relating to the Notes, see
A41032826
4



"Subscription and Sale". In particular, 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 U.S.
persons.
PRIIPs / IMPORTANT ­ EEA AND UK RETAIL INVESTORS - If the Final Terms in respect of any
Notes includes a legend entitled "Prohibition of Sales to EEA and UK Retail Investors", the Notes are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area ("EEA") or in the United Kingdom (the
"UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU)
2016/97 (as amended), 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 or in the UK has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the
PRIIPS Regulation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET ­ The Final Terms in respect of any Notes
will include a legend entitled "MiFID II Product Governance" which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any
person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the target market assessment; however, a distributor subject to 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 Arranger nor the Dealers nor any
of their respective affiliates will be a manufacturer for the purpose of the MIFID Product Governance Rules.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Notes and should not be considered as a recommendation by the Issuer, the Dealers or any of
them that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any
Notes. Each recipient of this Base Prospectus or any Final Terms shall be taken to have made its own
investigation and appraisal of the condition (financial or otherwise) of the Issuer.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will
not exceed 15,000,000,000 and, for this purpose, any Notes denominated in another currency shall be
translated into euro at the date of the agreement to issue such Notes, calculated in accordance with the
provisions of the Dealer Agreement (as defined under "Subscription and Sale"). The maximum aggregate
principal amount of Notes which may be outstanding at any one time under the Programme may be increased
from time to time, subject to compliance with the relevant provisions of the Dealer Agreement.
Notes issued pursuant to the Programme may also be rated or unrated. Where an issue of Notes is rated, its
rating will be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell or hold
securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating
agency. Whether or not each credit rating applied for in relation to the 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 (the "CRA Regulation") will be disclosed in the relevant Final Terms. In general, European
regulated investors are restricted from using a rating for regulatory purposes unless such rating is issued by a
A41032826
5



credit rating agency established in the European Union (or, during the Brexit transition period, the United
Kingdom) and registered under the CRA Regulation (and such registration has not been withdrawn or
superseded, subject to transitional provisions that apply in certain circumstances). Such general restriction
will also apply in the case of credit ratings issued by non-EU credit rating agencies (including, after the Brexit
transition period, by UK-based credit rating agencies), unless the relevant credit ratings are endorsed by an
EU-registered credit rating agency or the relevant non-EU credit rating agency is certified in accordance with
the CRA Regulation (and such endorsement or certification, as the case may be, has not been withdrawn or
suspended, subject to transitional provisions that apply in certain circumstances).
ESMA is obliged to maintain on its website, https://www.esma.europa.eu/supervision/credit-rating-
agencies/risk a list of credit rating agencies registered and certified in accordance with the CRA Regulation.
In this Base Prospectus, unless otherwise specified, references to "EUR", "euro" or "" are to the single
currency introduced at the start of the third stage of European Economic and Monetary Union and as defined
in Article 2 of Council Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of the euro, as
amended. Unless otherwise specified or where the context requires, references to laws and regulations are to
the laws and regulations of Italy.
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may
apply, any offer of Notes in any Member State of the EEA or the UK (each, a "Relevant State") will be made
pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for
offers of Notes. Accordingly any person making or intending to make an offer in that Relevant State of Notes
which are the subject of an offering/placement contemplated in this Base Prospectus as completed by the
relevant Final Terms or a Drawdown Prospectus in relation to the offer of those Notes may only do so (i) in
circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to
Article 1 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus
Regulation, in each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by
the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and
notified to the competent authority in that Relevant State and (in either case) published, all in accordance with
the Prospectus Regulation, provided that any such prospectus has subsequently been completed by the
relevant Final Terms or is a Drawdown Prospectus which specifies that offers may be made other than
pursuant to Article 3(2) of the Prospectus Regulation in that Relevant State, such offer is made in the period
beginning and ending on the dates specified for such purpose in such prospectus or final terms or drawdown
prospectus, as applicable, and the Issuer has consented in writing to its use for the purpose of such offer.
Except to the extent sub-paragraph (ii) above may apply, neither the Issuer 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
Issuer 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 should:
(i)
have 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)
have 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;
A41032826
6



(iii)
have 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)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Some Notes are complex financial instruments. Sophisticated institutional investors generally do not purchase
complex financial instruments as stand-alone investments. They purchase complex financial instruments as a
way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall
portfolios. A potential investor should not invest in Notes which are complex financial instruments unless it
has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform under
changing conditions, the resulting effects on the value of the Notes and the impact this investment will have
on the potential investor's overall investment portfolio.
Furthermore, the conditions of the Notes are governed by English law or, as the case may be, Italian law, in
effect as of the date of this Base Prospectus, as specified in the relevant Final Terms. In the case of
Subordinated Notes governed by English law, the provisions concerning the status of such Subordinated
Notes will be governed by the laws of the Republic of Italy. No assurance can be given as to the impact of any
possible judicial decision or change to applicable law or administrative practice after the date of this Base
Prospectus.
Neither the Issuer, the Dealers, nor any of their respective affiliates has or assumes responsibility for the
lawfulness of the acquisition of the Notes by a prospective investor in the Notes, whether under the laws of
the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for compliance by
that prospective investor with any law, regulation or regulatory policy applicable to it.
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 (i) Notes are legal investments for it, (ii) Notes can be used as collateral for
various types of borrowing and (iii) other restrictions apply to the 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.
SINGAPORE SFA 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) 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
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).
Certain figures included in this Base Prospectus have been subject to rounding adjustments; accordingly,
figures shown for the same category presented in different tables may vary slightly and figures shown as totals
in certain tables may not be an arithmetic aggregation of the figures which precede them.
A41032826
7



STABILISATION
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR
DEALERS (IF ANY) NAMED AS THE STABILISING MANAGER(S) (THE "STABILISING
MANAGER(S)" (OR ANY PERSON ACTING ON BEHALF OF ANY STABILISING MANAGER(S))
IN THE APPLICABLE SUBSCRIPTION AGREEMENT, 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, THERE IS
NO ASSURANCE THAT STABILISATION MAY 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 IS MADE AND,
IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER
OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF NOTES AND 60 DAYS
AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES. ANY
STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE
RELEVANT STABILISING MANAGER(S) (OR ANY PERSON ACTING ON BEHALF OF ANY
STABILISING MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
MARKET STATISTICS
Information and statistics presented in this Base Prospectus regarding business trends, market trends, market
volumes and the market share of the Issuer or the Generali Group (as defined herein) are either derived from,
or are based on, internal data or publicly available data from various independent sources. Although the Issuer
believes that the external sources used are reliable, the Issuer has not independently verified the information
provided by such sources.
A41032826
8



GENERAL DESCRIPTION OF THE PROGRAMME
The following is a general description of the Programme for the purposes of Article 25 of Commission
Delegated Regulation (EU) No. 2019/980 (the "Prospectus Commission Delegated Regulation")
supplementing the Prospectus Regulation. The following overview does not purport to be complete and is
qualified by the remainder of this Base Prospectus and, in relation to the terms and conditions of any
particular Series (as defined below in "Terms and Conditions of the Senior Notes", "Terms and Conditions of
the Tier 3 Notes" or, as applicable, "Terms and Conditions of the Tier 2 Notes") of Notes, the relevant Final
Terms.
Words and expressions defined in "Forms of the Notes" or "Terms and Conditions of the Senior Notes",
"Terms and Conditions of the Tier 3 Notes" or, as applicable, "Terms and Conditions of the Tier 2 Notes"
below shall have the same meanings in this general description, and references to a numbered "Condition"
shall be to the relevant Condition under the relevant Terms and Conditions set out below.

Issuer:
Assicurazioni Generali S.p.A.

The Generali Group is the largest insurance group in Italy and one of
the major players in Europe (based on IAS-IFRS gross premiums
written in Europe for 2019). The Generali Group operates in more
than 50 countries worldwide through branch offices and subsidiaries.
The Generali Group undertakes a wide range of direct life and non-life
insurance business, assumed reinsurance business and activities in
fund and asset management and related areas.

As at 31 December 2019, gross earned premiums of the Generali
Group amounted to Euro 68,137 million (as at 31 December 2018:
Euro 65,192 million), of which Euro 46,651 million (as at 31
December 2018: Euro 44,585 million) was attributable to its life
insurance business and Euro 21,486 million (as at 31 December 2018:
Euro 20,607 million) to its non-life insurance business. The
consolidated net profit, that includes the result of discontinued
operations, of the Generali Group for the full year 2019 (excluding
minority interests) was Euro 2,670 million (for the year ended 31
December 2018: Euro 2,309 million). Excluding the impact of gains
and losses relating to disposals, adjusted net profit amounted to Euro
2,191 million.
Total investments of the Generali Group as at 31 December 2019
amounted to Euro 463,929 million (as at 31 December 2018: Euro
412,228 million).
Insurance provisions (net of amounts ceded to reinsurers from
insurance provisions) of the Group as at 31 December 2019 amounted
to Euro 414,831 million (as at 31 December 2018: Euro 373,819
million). See "Description of the Issuer".
Issuer Legal Entity Identifier
549300X5UKJVE386ZB61
(LEI):
Arranger:
Citigroup Global Markets Limited
A41032826
9



Dealers:
Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A.,
Barclays Bank Ireland PLC, Barclays Bank PLC, BNP Paribas, BofA
Securities Europe SA, Citigroup Global Markets Limited, Citigroup
Global Markets Europe AG, Crédit Agricole Corporate and
Investment Bank, Deutsche Bank Aktiengesellschaft, Goldman Sachs
International, HSBC Bank plc, J.P. Morgan Securities plc,
Mediobanca ­ Banca di Credito Finanziario S.p.A., Merrill Lynch
International, Mizuho International plc, Mizuho Securities Europe
GmbH, Morgan Stanley & Co. International plc, Natixis, Société
Générale, UniCredit Bank AG and any other Dealer appointed from
time to time by the Issuer either generally in respect of the Programme
or in relation to a particular Tranche of Notes.
Fiscal Agent and Luxembourg
BNP Paribas Securities Services, Luxembourg Branch.
Listing Agent:
Rating:
The rating of the Notes to be issued under the Programme will be
specified in the relevant Final Terms. A rating is not a
recommendation to buy, sell or hold securities and may be subject
to suspension, reduction or withdrawal at any time by the
assigning rating agency.

Whether or not each credit rating applied for in relation to the relevant
Series of Notes will be (1) issued by a credit rating agency established
in the EEA and registered (or which has applied for registration and
not been refused) under Regulation (EU) No. 1060/2009, as amended
(the "CRA Regulation"), or (2) issued by a credit rating agency
which is not established in the EEA but will be endorsed by a CRA
which is established in the EEA and registered under the CRA
Regulation or (3) issued by a credit rating agency which is not
established in the EEA but which is certified under the CRA
Regulation will be disclosed in the relevant Final Terms.

In general, European regulated investors are restricted from using a
rating for regulatory purposes unless (i) such rating is issued by a
credit rating agency established in the EEA (or, during the Brexit
transition period, the UK) and registered under the CRA Regulation,
(ii) the rating is provided by a credit rating agency not established in
the EEA (including, after the Brexit transition period, by a UK-based
credit rating agency) but is endorsed by a credit rating agency
established in the EEA and registered under the CRA Regulation or
(iii) the rating is provided by a credit rating agency not established in
the EEA (including, after the Brexit transition period, by a UK-based
credit rating agency) which is certified under the CRA Regulation.

ESMA is obliged to maintain on its website,
https://www.esma.europa.eu/supervision/credit-rating-agencies/risk
a list of credit rating agencies registered and certified in accordance
with the CRA Regulation.
Approval, Listing and
Application has been made to the CSSF to approve this document as a
A41032826
10


Document Outline