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

Pirelli & C. SpA

100 EUR ▲

Italia

XS1757843146 ( in EUR )

1.375% per anno ( pagato 1 volta l'anno)

24/01/2023 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Pirelli & C. S.p.A XS1757843146 in EUR 1.375%, scaduta

100 000 EUR

553 000 000 EUR

Pirelli & C. S.p.A. è una multinazionale italiana leader nella produzione di pneumatici per autoveicoli, motoveicoli e biciclette, nonché nella fornitura di cavi e sistemi industriali.

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

BASE PROSPECTUS

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

UniCredit Bank

The date of this Base Prospectus is 19 December 2018.
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IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus in respect of all Notes other than Exempt Notes issued
under the Programme for the purposes of Article 5.4 of Directive 2003/71/EC as amended or superseded
(the "Prospectus Directive").
The Issuers and the Guarantors jointly and severally accept responsibility for the information contained in
this Base Prospectus and the relevant Issuer and the relevant Guarantor (if any) accept responsibility for
the information contained in the applicable Final Terms, or, in the case of Exempt Notes, the applicable
Pricing Supplement, for each Tranche of Notes issued under the Programme. To the best of the
knowledge of the Issuers and the Guarantors (each having taken all reasonable care to ensure that such is
the case) the information contained in this Base Prospectus is in accordance with the facts and does not
omit anything likely to affect the import of such information.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference"). This Base Prospectus
shall be read and construed on the basis that such documents are incorporated and form part of this Base
Prospectus.
The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are
to be admitted to trading on a regulated market in the European Economic Area and/or offered to the
public in the European Economic Area other than in circumstances where an exemption is available under
Article 3.2 of the Prospectus Directive (as implemented in the relevant Member State(s)). References in
this Base Prospectus to "Exempt Notes" are to Notes for which no prospectus is required to be published
under the Prospectus Directive.
Neither the Dealers nor the Trustee nor the Agents (as defined below under "Terms and Conditions of the
Notes") have independently verified the information contained herein. Accordingly, no representation,
warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the
Dealers or the Trustee as to the accuracy or completeness of the information contained or incorporated in
this Base Prospectus or any other information provided by the Issuers or the Guarantors in connection
with the Programme. None of the Dealers or the Trustee or the Agents accept any liability in relation to
the information contained or incorporated by reference in this Base Prospectus or any other information
provided by the Issuers or the Guarantors in connection with the Programme.
No person is or has been authorised by the Issuers, the Guarantors or the Trustee to give any information
or to make any representation not contained in or not consistent with this Base Prospectus or any other
information supplied in connection with the Programme or the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuers, the
Guarantors, any of the Dealers or the Trustee.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any
Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuers, the Guarantors, any of the Dealers or the Trustee that any recipient of this
Base Prospectus or any other information supplied in connection with the Programme or any Notes
should purchase any Notes. Each investor contemplating purchasing any Notes should make its own
independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuers and/or the Guarantors. Neither this Base Prospectus nor any other
information supplied in connection with the Programme or the issue of any Notes constitutes an offer or
invitation by or on behalf of the Issuers or the Guarantors, any of the Dealers or the Trustee to any person
to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuers and/or the Guarantors is
correct at any time subsequent to the date hereof or that any other information supplied in connection with
the Programme is correct as of any time subsequent to the date indicated in the document containing the
same. The Dealers and the Trustee expressly do not undertake to review the financial condition or affairs
of the Issuers or the Guarantors during the life of the Programme or to advise any investor in the Notes of
any information coming to their attention.
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The Dealers will not regard any actual or prospective holders of Notes (whether or not a recipient of this
Base Prospectus and/or the relevant Final Terms or Pricing Supplement) as their client in relation to the
offering described in this Base Prospectus and/or the relevant Final Terms or Pricing Supplement and will
not be responsible to anyone other than the Issuer for providing the protections afforded to its clients nor
for providing the services in relation to the offering described in this Base Prospectus and/or the relevant
Final Terms or Pricing Supplement or any transaction or arrangement referred to herein or therein.
IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND
OFFERS OF NOTES GENERALLY
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuers, the Guarantors, the Dealers and the Trustee do not represent that this Base
Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with
any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption
available thereunder, or assume any responsibility for facilitating any such distribution or offering. In
particular, no action has been taken by the Issuers, the Guarantors, the Dealers or the Trustee which is
intended to permit a public offering of any Notes or distribution of this Base Prospectus in any
jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold,
directly or indirectly, and neither this Base Prospectus nor any advertisement or other offering material
may be distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws and regulations. Persons into whose possession this Base Prospectus
or any Notes may come must inform themselves about, and observe, any such restrictions on the
distribution of this Base Prospectus and the offering and sale of Notes. In particular, there are restrictions
on the distribution of this Base Prospectus and the offer or sale of Notes in the United States, the
European Economic Area (including the United Kingdom, the Republic of Italy and France), Japan, Hong
Kong, and the PRC, see "Subscription and Sale".
This Base Prospectus has been prepared on a basis that would permit an offer of Notes with a
denomination of less than 100,000 (or its equivalent in any other currency) only in circumstances where
there is an exemption from the obligation under the Prospectus Directive to publish a prospectus. As a
result, any offer of Notes in any Member State of the European Economic Area which has implemented
the Prospectus Directive (each, a "Relevant Member State") must be made pursuant to an exemption
under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to
publish a prospectus for offers of Notes. Accordingly any person making or intending to make an offer of
Notes in that Relevant Member State may only do so in circumstances in which no obligation arises for
an Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to
such offer. Neither the Issuers nor any Dealer have authorised, nor do they authorise, the making of any
offer of Notes in circumstances in which an obligation arises for the Issuers or any Dealer to publish or
supplement a prospectus for such offer.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor may wish to consider, either on its own or with the help of its financial and other professional
advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Base Prospectus or any applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes with principal or interest payable in one or more currencies, or where the
currency for principal or interest payments is different from the potential investor's currency;
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(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant
indices and financial markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect
its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to legal investment laws and regulations, or review or regulation by certain
authorities. Each potential investor should consult its legal advisers to determine whether and to what
extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of
borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions
should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of
Notes under any applicable risk-based capital or similar rules.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and are subject to U.S. tax law requirements. Subject to certain
exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account
or benefit of, U.S. persons (see "Subscription and Sale").
IMPORTANT EEA Retail Investors
If the Final Terms (or, in the case of Exempt Notes, the applicable Pricing Supplement) in respect of any
Notes includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended
to be offered, sold or otherwise made available to and, should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1)
of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive
2002/92/EC (as amended or superseded), where that customer would not qualify as a professional client
as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required
by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering
or selling the Notes or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.
MIFID II product governance / target market The Final Terms (or, in the case of Exempt Notes, the
applicable Pricing Supplement) in respect of any Notes may include a legend entitled "MiFID II Product
Governance" which will outline the target market assessment in respect of the Notes and which channels
for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending
the Notes (a "Distributor") should take into consideration the target market assessment; however, a
Distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect
of the Notes (by either adopting or refining the target market assessment) and determining appropriate
distribution channels. A determination will be made in relation to each issue about whether, for the
purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID
Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such
Notes, but otherwise neither the Arrangers nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the MIFID Product Governance Rules.
PRESENTATION OF INFORMATION
In this Base Prospectus, all references to:
·
"U.S. dollars", "U.S.$" and "$" refer to United States dollars;
·
"Sterling" and "£" refer to pounds sterling;
·
"euro" and "" refer to the currency introduced at the start of the third stage of European
economic and monetary union pursuant to the Treaty on the Functioning of the European Union,
as amended;
·
"Renminbi" and "CNY" refer to the lawful currency of the PRC; and
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·
"PRC" refers to the People's Republic of China excluding the Hong Kong Special
Administrative Region of the People's Republic of China ("Hong Kong"), the Macau Special
Administrative Region of the People's Republic of China and Taiwan.
FORWARD-LOOKING STATEMENTS
This Base Prospectus contains certain forward-looking statements. The words "anticipate", "believe",
"expect", "plan", "intend", "targets", "aims", "estimate", "project", "will", "would", "may", "could",
"continue" and similar expressions are intended to identify forward-looking statements. All statements
other than statements of historical fact included in this Base Prospectus, including, without limitation,
those regarding the financial position, business strategy, management plans and objectives for future
operations of the Issuers and the Guarantors are forward looking statements. These forward-looking
statements involve known and unknown risks, uncertainties and other factors, which may cause actual
results, performance or achievements, or industry results, to be materially different from those expressed
or implied by these forward-looking statements. These forward looking statements are based on numerous
assumptions regarding present and future business strategies and the environment in which Pirelli and its
Subsidiaries (the "Pirelli Group") expects to operate in the future. Important factors that could cause
actual results, performance or achievements to differ materially from those in the forward looking
statements include, among other factors described in this Base Prospectus:
·
the ability to realise the benefits expected from existing and future investments in the Pirelli
Group's existing operations and pending expansion and development projects;
·
the ability to obtain requisite governmental or regulatory approvals to undertake planned or
proposed terminal development projects;
·
the ability to obtain external financing or maintain sufficient capital to fund existing and future
operations;
·
changes in political, social, legal or economic conditions in the markets in which the Pirelli
Group and its customers operate;
·
changes in the competitive environment in which the Pirelli Group and its customers operate;
·
failure to comply with regulations applicable to the Pirelli Group's business;
·
fluctuations in the currency exchange rates in the markets in which the Pirelli Group operates;
Additional factors that could cause actual results, performance or achievements to differ materially
include, but are not limited to, those discussed under "Risk Factors". Any forward-looking statements
made by or on behalf of the Issuers or the Guarantors speak only as at the date they are made. None of the
Issuers nor the Guarantors undertakes to update forward-looking statements to reflect any changes in their
expectations with regard thereto or any changes in events, conditions or circumstances on which any such
statement is based.
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CONTENTS

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

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STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms may over allot Notes or effect transactions with a view to supporting the market price
of the Notes at a level higher than that which might otherwise prevail. However, stabilisation may
not necessarily occur. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun,
may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the
relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of
Notes. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager(s)
(or persons acting on behalf of the Stabilising Manager(s)) in accordance with all applicable laws
and rules.
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OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its entirety
by, the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular
Tranche of Notes, the applicable Final Terms (or, in the case of Exempt Notes, the applicable Pricing
Supplement).
This Overview constitutes a general description of the Programme for the purposes of Article 22.5(3) of
Commission Regulation (EC) No 809/2004 (as amended) implementing the Prospectus Directive (the
"Prospectus Regulation").
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall
have the same meanings in this Overview.
Issuers:
Pirelli International plc ("Pirelli International") and Pirelli & C.
S.p.A. ("Pirelli")
Guarantors:
Pirelli Tyre S.p.A. ("Pirelli Tyre") or Pirelli, in respect of Notes
issued by Pirelli International, as specified in the applicable Final
Terms (or, in the case of Exempt Notes, the applicable Pricing
Supplement), subject, in each case, to Condition 2.3 (Release and
Appointment of Guarantor).

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

and any other Dealers appointed in accordance with the Programme
Agreement.
Certain Restrictions:
Each issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which
comply with such laws, guidelines, regulations, restrictions or
reporting requirements from time to time (see "Subscription and
Sale") including the following restrictions applicable at the date of
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this Base Prospectus.

Notes having a maturity of less than one year

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

(a)
on the same basis as the floating rate under a notional
interest rate swap transaction in the relevant Specified
Currency governed by an agreement incorporating the 2006
ISDA Definitions (as published by the International Swaps
219936-3-17805-v11.0
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47-40704104

and Derivatives Association, Inc., and as amended and
updated as at the Issue Date of the first Tranche of the Notes
of the relevant Series); or

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

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

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

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

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

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

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

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

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

The relevant Issuer and the Guarantor or, if the Issuer is Pirelli
International, the Guarantors, if applicable, may agree with any
Dealer and the Trustee that Exempt Notes may be issued in a form
not contemplated by the Terms and Conditions of the Notes, in
which event the relevant provisions will be included in the applicable
219936-3-17805-v11.0
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Document Outline

#3">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, eithe...
- #3">(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;
- #3">(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;
- #3">(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 di...
- #4">(iv) understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant indices and financial markets; and
- #4">(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.
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#31">The Issuers may issue Notes with principal or interest determined by reference to an index or formula, to changes in the prices of securities or commodities, to movements in currency exchange rates or other factors (each, a "Relevant Factor"). In add...
- #31">(i) the market price of such Notes may be volatile;
- #31">(ii) they may receive no interest;
- #31">(iii) payment of principal or interest may occur at a different time or in a different currency than expected;
- #31">(iv) they may lose all or a substantial portion of their principal;
- #31">(v) a Relevant Factor may be subject to significant fluctuations that may not correlate with changes in interest rates, currencies or other indices;
- #31">(vi) if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one or contains some other leverage factor, the effect of changes in the Relevant Factor on principal or interest payable likely will be magnified; and
- #31">(vii) the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the average level is consistent with their expectations. In general, the earlier the change in the Relevant Factor, the greater the effect on yield.
#39">EBIT (Earning Before Interest and Taxes) (Operating income(loss)): is an intermediate measure, which is derived from the Net income (loss)Ž but which excludes the Net income (loss) from discontinued operationsŽ, TaxŽ, Financial incomeŽ, Financia...
#39">EBIT (Earning Before Interest and Taxes) adjusted (or Adjusted EBIT before non-recurring and restructuring charges and PPA amortization): calculated by adjusting EBIT for amortisation of intangible assets relative to assets recognised as a consequenc...
#39">EBIT (Earning Before Interest and Taxes) adjusted without start-up costs (or Adjusted EBIT before non-recurring and restructuring charges and start-up costs): is equal to the EBIT adjusted but excludes the contribution to the operating income (start-...
#39">EBIT (Earning Before Interest and Taxes) margin adjusted: calculated by dividing EBIT Adjusted by Revenues from sales and servicesŽ (net sales). This ratio is used to evaluate the operational efficiency, excluding non-recurring expenses, restructuri...
#39">EBIT (Earning Before Interest and Taxes) margin adjusted without start-up costs: calculated by dividing Adjusted EBIT without start-up costs by Revenues from sales and servicesŽ (net sales). This ratio is an alternative indicator to EBIT margin adju...
#39">EBITDA (Earning Before Interest, Taxes, Depreciation and Amortization): is equal to the EBIT, from which the depreciation and amortisation of property, plant and equipment and intangible assets are excluded. EBITDA is used to measure the ability to g...
#39">EBITDA (Earning Before Interest, Taxes, Depreciation and Amortization) adjusted: calculated by adjusting EBITDA for non-recurring and restructuring expenses and, with reference to the first half-year of 2018 and to the first nine months of 2018, for ...
#39">EBITDA (Earning Before Interest, Taxes, Depreciation and Amortization) adjusted without start-up costs (or Adjusted EBITDA before non-recurring and restructuring charges and before start-up costs): is equal to EBITDA adjusted but excludes the contrib...
#39">EBITDA (Earning Before Interest, Taxes, Depreciation and Amortization) margin adjusted: calculated by dividing EBITDA adjusted by revenues from sales and services. This ratio is used to evaluate the operational efficiency excluding the impact of inve...
#39">EBITDA (Earning Before Interest, Taxes, Depreciation and Amortization) margin adjusted without start-up costs: calculated by dividing EBITDA adjusted without start-up costs by revenues from sales and services (net sales). This ratio is an alternative...
#40">Net income (loss) related to continuing operations (Consumer) adjusted: calculated by adjusting the Net income (loss) related to continuing operationsŽ for the following items: (i) the amortisation of intangible assets related to assets recognised a...
#40">Fixed assets related to continuing operations: this measure is constituted by the sum of the items "Property, plant and equipment", "Intangible assets", "Investments in associates and joint ventures" and "Other financial assetsŽ (or Other financial ...
#40">Provisions: this measure is constituted by the sum of "Provisions for liabilities and charges (current and non-current)", "Employee benefit obligations (current and non-current)" and "Provisions for deferred taxes". ProvisionsŽ is used to measure th...
#40">Operating working capital related to continuing operations: this measure is constituted by the sum of "Inventory", "Trade receivables" and "Trade payables". Operating working capital related to continuing operations is used to measure the financial e...
#40">Net working capital related to continuing operations: calculated as the operating working capital and other receivables and payables not included in the "Net financial liquidity/(debt) position". Net working capital related to continuing operations r...
#40">Net invested capital held for sale: calculated as the difference between Assets held for saleŽ and Liabilities held for sale". Net invested capital held for sale is used to measure the net assets related to discontinued operations.
#40">Net invested capital: calculated as the sum of (i) fixed assets related to continuing operations, (ii) net working capital related to continuing operations and (iii) net invested capital held for sale. Net invested capital is used to measure. Net inv...
#40">Average Net Invested Capital excluding financial assets and intangible fixed assets from PPA: calculated as the average between Net Invested Capital excluding financial assets and intangible fixed assets from PPA at the beginning and at the end of th...
#40">ROI (Return On Investment): calculated by dividing Adjusted EBIT without start-up costs by Average Net Invested Capital excluding financial assets and intangible fixed assets from PPA. This ratio is used to measure the profitability of invested capital.
#40">Net financial debt: calculated in accordance with CONSOB Communication no. 6064293 of July 28, 2006 and in accordance with ESMA/2013/319 Recommendations. Net financial debt represents the debt position towards banks and financial institutions net of ...
#40">Total net financial (liquidity)/debt position: calculated as net financial debt less Non-current financial receivablesŽ (included in the non-current assets line item Other receivablesŽ) and Total non-current assets derivatives included in net fina...
#40">Total net financial (liquidity)debt position/ EBITDA (Earning Before Interest, Taxes, Depreciation and Amortization) adjusted without start-up costs (or Net financial position/Adjusted EBITDA before non-recurring and restructuring charges and before ...
#41">CapEx: (Capital Expenditures): calculated as the sum of: (i) investments (increases) in intangible assets and (ii) investments (increases) in property, plant and equipment. CapEx is used to measure the amount of investments in tangible and intangible...
#41">CapEx (Capital Expenditures) on revenues: calculated by dividing CapEx by Revenues from sales and servicesŽ. This ratio is used to measure re-investment of revenues into productive assets.
#41">Investments to amortisations: calculated by dividing investments (increases) in property, plant and equipment by amortisations. This ratio is used to measure the ability to maintain or renew the amount of tangible and intangible assets.
#41">It should be noted that:
- #41">(i) the alternative performance indicators are based exclusively on historical data and are not indicative of future performance;
- #41">(ii) the alternative performance indicators are not derived from IFRS, from generally accepted accounting principles in the Republic of Italy or from United Kingdom General Accepted Accounting Practice (including Financial Reporting Standard 101) and,...
- #41">(iii) the alternative performance indicators are non-GAAP financial measures and are not recognised as measure of performance or liquidity under IFRS, under generally accepted accounting principles in the Republic of Italy or under United Kingdom Gene...
- #41">(iv) the alternative performance indicators should be read together with financial information for Pirelli, Pirelli Tyre and Pirelli International taken from the financial statements incorporated by reference in this Base Prospectus;
- #41">(v) since all companies do not calculate alternative performance indicators in an identical manner, the presentation of Pirelli, Pirelli Tyre and Pirelli International may not be consistent with similar measures used by other companies. Therefore, und...
- #41">(vi) the alternative performance indicators and definitions used herein are consistent and standardised for all the periods for which financial information in this Base Prospectus are included.
#46">Each Tranche of Notes will be in bearer form and will initially be issued in the form of a temporary global note (a "Temporary Global Note") or, if so specified in the applicable Final Terms, a permanent global note (a "Permanent Global Note") which,...
- #46">(i) if the Global Notes are intended to be issued in new global note (NGN) form, as stated in the applicable Final Terms, be delivered on or prior to the original issue date of the Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear...
- #46">(ii) if the Global Notes are not intended to be issued in NGN Form, be delivered on or prior to the original issue date of the Tranche to a common depositary (the "Common Depositary") for Euroclear and Clearstream, Luxembourg.
#74">In the case of Notes issued by Pirelli International, Pirelli International intends to specify:
- #74">(a) Pirelli Tyre as the Guarantor in the applicable Final Terms (or, in the case of Exempt Notes, the applicable Pricing Supplement), if at the Issue Date of the first Tranche of the Notes of the relevant Series the consolidated gross financial indebt...
- #74">(b) Pirelli as the Guarantor in the applicable Final Terms (or, in the case of Exempt Notes, the applicable Pricing Supplement), in any other case.
#75">References herein to the "Notes" shall be references to the Notes of this Series and shall mean:
- #75">(a) in relation to any Notes represented by a global Note (a "Global Note"), units of each Specified Denomination in the Specified Currency;
- #75">(b) any Global Note; and
- #75">(c) any definitive Notes issued in exchange for a Global Note.
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- #76">1. FORM, DENOMINATION AND TITLE
- #77">2. STATUS OF THE NOTES AND THE GUARANTEE
  - #77">2.1 Status of the Notes
  - #77">2.2 Status of the Guarantee
  - #77">2.3 Release and Appointment of Guarantor
    - #77">(a) The following Condition 2.3(a) shall apply to Notes issued by Pirelli in respect of which Pirelli Tyre is specified as the Guarantor in the applicable Final Terms:
      - #77">(i) Subject to Condition 2.3(a)(iii)(C) below, Pirelli Tyre shall be automatically released from its obligations under its Guarantee upon delivery of a notice in writing to the Trustee signed by an authorised signatory of the Issuer and an authorised ...
        #78">(A) a certificate, in or substantially in the form set out in the Trust Deed, signed by an authorised signatory of the Issuer, confirming that the consolidated gross financial indebtedness of the Pirelli Tyre Group (as defined in Condition 3.2 (Interp...
        #78">(B) a certificate, in or substantially in the form set out in the Trust Deed, signed by an authorised signatory of the Issuer, confirming that no Event of Default has occurred and is continuing or would result from the release of Pirelli Tyre from its...
        #78">(C) a certificate, in or substantially in the form set out in the Trust Deed, signed by an authorised signatory of the Issuer and by an authorised signatory of Pirelli Tyre, confirming that no amount owed by Pirelli Tyre under its Guarantee is due and...
      - #78">(ii) If Pirelli Tyre is at any time released from its obligations under its Guarantee pursuant to Condition 2.3(a)(i) above, the Issuer shall thereafter (unless and until the occurrence of a Pirelli Merger (as defined in Condition 8.3 (Definitions))) ...
      - #78">(iii) If the Issuer is unable to make the statement required by and set out in Condition 2.3(a)(ii) above in the Compliance Certificate in respect of the accounting period to which its then latest annual or half-year consolidated financial statements ...
        #78">(A) the payment of principal and interest in respect of the Notes and all other moneys payable by the Issuer under or pursuant to the Trust Deed shall immediately be unconditionally and irrevocably guaranteed again by Pirelli Tyre, on the terms set ou...
        #78">(B) the Issuer shall be released from its obligations under Condition 2.3(a)(ii) above; and
        #79">(C) Pirelli Tyre may not at any time thereafter be released from its obligations as Guarantor pursuant to the mechanism set out in Condition 2.3(a)(i) above.
      - #79">(iv) Notice of any release or re-appointment of Pirelli Tyre as Guarantor pursuant to this Condition 2.3(a) will be given by the Issuer to the Noteholders in accordance with Condition 12 (Notices).
    - #79">(b) The following Condition 2.3(b) shall apply to Notes issued by Pirelli in respect of which no Guarantor is specified in the applicable Final Terms:
      - #79">(i) The Issuer shall (unless and until the occurrence of a Pirelli Merger (as defined in Condition 8.3 (Definitions))) be required, subject to Condition 2.3(b)(ii) below, within 20 days of the date of publication of each of (i) the Pirelli Group's ann...
      - #79">(ii) If the Issuer is unable to make the statement required by and set out in Condition 2.3(b)(i) above in the Compliance Certificate in respect of the accounting period to which its then latest annual or half-year consolidated financial statements re...
        #79">(A) the payment of principal and interest in respect of the Notes and all other moneys payable by the Issuer under or pursuant to the Trust Deed shall immediately be unconditionally and irrevocably guaranteed by Pirelli Tyre, on the terms set out in t...
        #79">(B) the Issuer shall be released from its obligations under Condition 2.3(b)(i) above; and
        #79">(C) Pirelli Tyre may not at any time thereafter be released from its obligations as Guarantor pursuant to this Condition 2.3(b).
      - #79">(iii) Notice of any appointment of Pirelli Tyre as Guarantor pursuant to this Condition 2.3(b) will be given by the Issuer to the Noteholders in accordance with Condition 12 (Notices).
    - #79">(c) The following Condition 2.3(c) shall apply to Notes issued by Pirelli International in respect of which Pirelli Tyre is specified as the Guarantor in the applicable Final Terms:
      - #79">(i) Subject to Condition 2.3(c)(iv) below, Pirelli Tyre shall be automatically released from its obligations under its Guarantee upon delivery of a notice in writing to the Trustee signed by an authorised signatory of the Issuer and an authorised sign...
        #79">(A) a certificate, in or substantially in the form set out in the Trust Deed, signed by an authorised signatory of the Issuer, confirming that the consolidated gross financial indebtedness of the Pirelli Tyre Group (as defined in Condition 3.2 (Interp...
        #80">(B) a certificate, in or substantially in the form set out in the Trust Deed, signed by an authorised signatory of the Issuer, confirming that no Event of Default has occurred and is continuing or would result from the release of Pirelli Tyre from its...
        #80">(C) a certificate, in or substantially in the form set out in the Trust Deed, signed by an authorised signatory of the Issuer and by an authorised signatory of Pirelli Tyre, confirming that no amount owed by Pirelli Tyre under its Guarantee is due and...
      - #80">(ii) Upon release of Pirelli Tyre from its obligations under its Guarantee under Condition 2.3(c)(i) above the payment of principal and interest in respect of the Notes and all other moneys payable by the Issuer under or pursuant to the Trust Deed sha...
      - #80">(iii) If at any time Pirelli Tyre is released from its obligations under its Guarantee and Pirelli provides its Guarantee pursuant to Conditions 2.3(c)(i) and 2.3(c)(ii) above, the Issuer shall thereafter (unless and until the occurrence of a Pirelli ...
      - #80">(iv) If the Issuer is unable to make the statement required by and set out in Condition 2.3(c)(iii) above in the Compliance Certificate in respect of the accounting period to which its then latest annual or half-year consolidated financial statements ...
        #80">(A) the payment of principal and interest in respect of the Notes and all other moneys payable by the Issuer under or pursuant to the Trust Deed shall immediately be unconditionally and irrevocably guaranteed again by Pirelli Tyre, on the terms set ou...
        #80">(B) Pirelli shall be automatically, immediately and effectively released from its obligations under its Guarantee;
        #81">(C) the Issuer shall be released from its obligations under Condition 2.3(c)(iii) above; and
        #81">(D) Pirelli Tyre may not at any time thereafter be released from its obligations as Guarantor pursuant to the mechanism set out in Condition 2.3(c)(i) above.
      - #81">(v) Notice of any release or re-appointment of Pirelli Tyre as Guarantor, and any appointment or release of Pirelli as Guarantor, pursuant to this Condition 2.3(c) will be given by the Issuer to the Noteholders in accordance with Condition 12 (Notices).
    - #81">(d) The following Condition 2.3(d) shall apply to Notes issued by Pirelli International in respect of which Pirelli is specified as the Guarantor in the applicable Final Terms:
      - #81">(i) The Issuer shall (unless and until the occurrence of a Pirelli Merger (as defined in Condition 8.3 (Definitions))) be required, subject to Condition 2.3(d)(ii) below, within 20 days of the date of publication of each of (i) the Pirelli Group's ann...
      - #81">(ii) If the Issuer is unable to make the statement required by and set out in Condition 2.3(d)(i) above in the Compliance Certificate in respect of the accounting period to which its then latest annual or half-year consolidated financial statements re...
        #81">(A) the payment of principal and interest in respect of the Notes and all other moneys payable by the Issuer under or pursuant to the Trust Deed shall immediately be unconditionally and irrevocably guaranteed by Pirelli Tyre, on the terms set out in t...
        #81">(B) Pirelli shall be automatically, immediately and effectively released from its obligations under its Guarantee;
        #81">(C) the Issuer shall be released from its obligations under Condition 2.3(d)(i) above; and
        #81">(D) Pirelli Tyre may not at any time thereafter be released from its obligations as Guarantor pursuant to this Condition 2.3(d).
      - #81">(iii) Notice of any release of Pirelli as Guarantor, and any appointment of Pirelli Tyre as Guarantor, pursuant to this Condition 2.3(d) will be given by the Issuer to the Noteholders in accordance with Condition 12 (Notices).
- #81">3. NEGATIVE PLEDGES
  - #81">3.1 Negative Pledges
  - #82">3.2 Interpretation
    - #82">(a) "Accounting Principles" means generally accepted accounting principles in the jurisdiction of incorporation of the relevant Subsidiary or IFRS;
    - #82">(b) "Material Subsidiary" means at any time a Subsidiary of the Issuer or the Guarantor (if the Notes are Guaranteed Notes) whose total assets or total revenues (calculated on an unconsolidated basis, excluding all intra-group items and in accordance ...
      - #82">(i) the total revenues and total assets of a Subsidiary will be determined from its then latest Reporting Package upon which the then latest audited annual consolidated financial statements of the Pirelli Group have been based; and
      - #82">(ii) the consolidated total revenues and the consolidated total assets of the Pirelli Group will be determined from its then latest audited annual consolidated financial statements adjusted (where appropriate) to reflect the total revenues or total as...
    - #82">(c) "Pirelli Group" means Pirelli and its Subsidiaries from time to time;
    - #83">(d) "Permitted Security Interest" means:
      - #83">(i) any Security Interest the creation of which has been approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Noteholders; or
      - #83">(ii) any Security Interest existing at the Issue Date of the first Tranche of the Notes of the relevant Series, including any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Securit...
      - #83">(iii) any Security Interest arising pursuant to any mandatory provision of law; or
      - #83">(iv) any Security Interest created by any entity upon the whole or any part of its undertaking or assets and subsisting at the time such entity (A) merges or consolidates with or is demerged, contributed or merged into or transferred to the Issuer, th...
      - #83">(v) any Security Interest securing Project Finance Relevant Indebtedness; or
      - #83">(vi) any Security Interest created after the date of issuance of the Notes on any asset acquired by the person creating the Security Interest and securing only Relevant Indebtedness incurred for the sole purpose of financing or re-financing that acqui...
      - #83">(vii) any Security Interest created after the date of issuance of the Notes on any asset improved, constructed, altered or repaired and securing only Relevant Indebtedness incurred for the sole purpose of financing or re-financing such improvement, co...
      - #83">(viii) any Security Interest which is created in connection with, or pursuant to, a limited-recourse financing, factoring, securitisation, asset-backed commercial paper programme or other like arrangement where the payment obligations in respect of th...
      - #83">(ix) any Security Interest created or outstanding on Relevant Indebtedness in connection with convertible or exchangeable bonds or notes where the encumbrance created is over the assets into which the convertible or exchangeable bonds or notes may be ...
    - #84">(e) "Person" means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality;
    - #84">(f) "Pirelli Tyre Group" means Pirelli Tyre and its Subsidiaries from time to time;
    - #84">(g) "Project Finance Relevant Indebtedness" means any present or future Relevant Indebtedness incurred in financing or refinancing the ownership, acquisition, construction, development, leasing, maintenance and/or operation of an asset or assets, whet...
      - #84">(i) which is incurred by a Project Finance Subsidiary; or
      - #84">(ii) in respect of which the Person or Persons to whom any such Relevant Indebtedness is or may be owed by the relevant borrower (whether or not a member of the Pirelli Group) has or have no recourse whatsoever to any member of the Pirelli Group (othe...
        #84">(A) recourse for amounts limited to the cash flow or the net cash flow (other than historic cash flow or historic net cash flow) from such asset or assets or the income or other proceeds deriving therefrom; and/or
        #84">(B) recourse for the purpose only of enabling amounts to be claimed in respect of such Relevant Indebtedness in an enforcement of any Security Interest given by such borrower over such asset or assets or the income, cash flow or other proceeds, derivi...
    - #84">(h) "Project Finance Subsidiary" means any direct or indirect Subsidiary of the Issuer:
      - #84">(i) which is a single-purpose company whose principal assets and business are constituted by the ownership, acquisition, construction, development, leasing, maintenance and/or operation of an asset or assets; and
      - #84">(ii) none of whose Relevant Indebtedness in respect of the financing of such ownership, acquisition, construction, development, leasing, maintenance and/or operation of an asset or assets is subject to any recourse whatsoever to any member of the Pire...
    - #84">(i) "Relevant Indebtedness" means any indebtedness, whether present or future, which is in the form of or represented by any bond, note, debenture, debenture stock, loan stock or certificate or other debt securities which is, or is capable of being, l...
    - #84">(j) "Reporting Package" means the special purpose IFRS financial report prepared for the inclusion in the consolidated financial statements of Pirelli;
    - #84">(k) "IFRS" means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.
    - #85">(l) "Security Interest" means any mortgage, charge, pledge, lien or other security interest;
    - #85">(m) "Subsidiary" means an entity of which a Person has direct or indirect control, and control for this purpose means (i) the direct or indirect ownership of more than 50 per cent. of the Voting Share Capital of the relevant entity or (ii) the right t...
    - #85">(n) "Voting Share Capital" means, in respect of any Person, shares that carry a right to vote in an ordinary general meeting of that Person.
- #85">4. INTEREST
  - #85">4.1 Interest on Fixed Rate Notes
    - #85">Except in the case of Notes in definitive form where an applicable Fixed Coupon Amount or Broken Amount is specified in the applicable Final Terms, interest shall be calculated in respect of any period by applying the Rate of Interest to:
      - #85">(a) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Fixed Rate Notes represented by such Global Note (or, if they are Partly Paid Notes, the aggregate amount paid up); or
      - #85">(b) in the case of Fixed Rate Notes in definitive form, the Calculation Amount;
    - #86">"Day Count Fraction" means, in respect of the calculation of an amount of interest in accordance with this Condition 4.1:
      - #86">(a) if "Actual/Actual (ICMA)" is specified in the applicable Final Terms:
        #86">(i) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the "Accrual Period") is eq...
        #86">(ii) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:
        #86">(A) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occ...
        #86">(B) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year;
      - #86">(b) if "30/360" is specified in the applicable Final Terms, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such nu...
      - #86">(c) if "Actual/365 (Fixed)" is specified in the applicable Final Terms, the actual number of days in the Fixed Interest Period divided by 365.
      - #86">(d) In these Conditions:
  - #86">4.2 Interest on Floating Rate Notes
    - #86">(a) Interest Payment Dates
      - #86">(i) the Specified Interest Payment Date(s) in each year specified in the applicable Final Terms; or
      - #86">(ii) if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each date (each such date, together with each Specified Interest Payment Date, an "Interest Payment Date") which falls the number of months or other period s...
      - #87">(i) in any case where Specified Periods are specified in accordance with Condition 4.2(a)(ii) above, the Floating Rate Convention, such Interest Payment Date (a) in the case of (x) above, shall be the last day that is a Business Day in the relevant mo...
      - #87">(ii) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or
      - #87">(iii) the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be b...
      - #87">(iv) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day.
      - #87">(i) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London and each Additional Business Centre specified in the app...
      - #87">(ii) either (a) in relation to any sum payable in a Specified Currency other than euro and Renminbi, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange ...
    - #87">(b) Rate of Interest
      - #87">(i) ISDA Determination for Floating Rate Notes
        #88">(A) the Floating Rate Option is as specified in the applicable Final Terms;
        #88">(B) the Designated Maturity is a period specified in the applicable Final Terms; and
        #88">(C) the relevant Reset Date is the day specified in the applicable Final Terms.
      - #88">(ii) Screen Rate Determination for Floating Rate Notes
        #88">(A) the offered quotation; or
        #88">(B) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations,
      - #88">(iii) Benchmark Replacement:
        #88">(A) If a Benchmark Event occurs in relation to an Original Reference Rate when any Rate of Interest (or any component part thereof) remains to be determined by reference to such Original Reference Rate, then the Issuer shall use its reasonable endeavo...
        #89">(B) If the Issuer is unable to appoint an Independent Adviser or the Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 4.2(b)(iii) prior to the relevant Int...
        #89">(C) If the Independent Adviser, acting in a commercially reasonable manner and in good faith, determines that:
        #89">(1) there is a Successor Rate, then such Successor Rate shall (subject to adjustment as provided in Condition 4.2(b)(iii)(D)) subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component par...
        #89">(2) there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate shall (subject to adjustment as provided in Condition 4.2(b)(iii)(D)) subsequently be used in place of the Original Reference Rate to determine the Rate o...
        #89">(D) If the Independent Adviser, acting in a commercially reasonable manner and in good faith, determines (i) that an Adjustment Spread is required to be applied to the Successor Rate or the Alternative Rate (as the case may be) and (ii) the quantum of...
        #89">(E) If any Successor Rate, Alternative Rate or Adjustment Spread is determined in accordance with this Condition 4.2(b)(iii) and the Independent Adviser, acting in a commercially reasonable manner and in good faith, determines (i) that amendments to t...
        #90">(F) Any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any Benchmark Amendments, determined under this Condition 4.2(b)(iii) will be notified promptly by the Issuer to the Trustee, the Calculation Agent, the Paying Agent...
        #90">(G) Without prejudice to Conditions 4.2(b)(iii)(A), (B), (C), (D) and (E), the Original Reference Rate and the fallback provisions provided for in Condition 4.2(b)(ii) will continue to apply unless and until a Benchmark Event has occurred.
      - #90">(iv) Definitions:
        #90">(A) in the case of a Successor Rate, is formally recommended in relation to the replacement of the Original Reference Rate with the Successor Rate by any Relevant Nominating Body; or (if no such recommendation has been made, or in the case of an Alter...
        #90">(B) the Independent Adviser, acting in a commercially reasonable manner and in good faith, determines, is recognised or acknowledged as being the industry standard for over-the-counter derivative transactions which reference the Original Reference Rat...
        #90">(C) the Independent Adviser, in its discretion, acting in a commercially reasonable manner and in good faith, determines to be appropriate.
        #91">(A) the Original Reference Rate ceasing be published for a period of at least 5 Business Days or ceasing to exist; or
        #91">(B) a public statement by the administrator of the Original Reference Rate that it will, by a specified date within the following six months, cease publishing the Original Reference Rate permanently or indefinitely (in circumstances where no successor...
        #91">(C) a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate has been or will, by a specified date within the following six months, be permanently or indefinitely discontinued; or
        #91">(D) a public statement by the supervisor of the administrator of the Original Reference Rate that means the Original Reference Rate will be prohibited from being used or that its use will be subject to restrictions or adverse consequences, in each cas...
        #91">(E) it has become unlawful for any Calculation Agent or the Issuer to calculate any payments due to be made to any Noteholder using the Original Reference Rate.
        #91">(A) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicab...
        #91">(B) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (1) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, (2) any central bank or other supervisory a...
    - #92">(c) Minimum Rate of Interest and/or Maximum Rate of Interest
    - #92">(d) Determination of Rate of Interest and calculation of Interest Amounts
      - #92">(i) if "Actual/Actual (ISDA)" or "Actual/Actual" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (I) the actual nu...
      - #92">(ii) if "Actual/365 (Fixed)" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365;
      - #92">(iii) if "Actual/365 (Sterling)" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;
      - #92">(iv) if "Actual/360" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 360;
      - #92">(v) if "30/360", "360/360" or "Bond Basis" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
      - #93">(vi) if "30E/360" or "Eurobond Basis" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
      - #93">(vii) if "30E/360 (ISDA)" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
    - #94">(e) Notification of Rate of Interest and Interest Amounts
    - #94">(f) Determination or Calculation by Trustee
    - #94">(g) Certificates to be final
  - #95">4.3 Exempt Notes
  - #95">4.4 Accrual of interest
    - #95">Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if any) from the date for its redemption unless payment of principal is improperly withheld or refused. In such event, inter...
      - #95">(a) the date on which all amounts due in respect of such Note have been paid; and
      - #95">(b) as provided in the Trust Deed.
- #95">5. PAYMENTS
  - #95">5.1 Method of payment
    - #95">Subject as provided below:
      - #95">(a) payments in a Specified Currency other than euro and Renminbi will be made by credit or transfer to an account in the relevant Specified Currency maintained by the payee with, or, at the option of the payee, by a cheque in such Specified Currency ...
      - #95">(b) payments in euro will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque; and
      - #95">(c) payments in Renminbi will be made solely by credit to a registered Renminbi account maintained by or on behalf of the payee at a bank in Hong Kong in accordance with applicable laws, rules, regulations and guidelines issued from time to time (incl...
  - #96">5.2 Presentation of definitive Notes, Receipts and Coupons
  - #96">5.3 Payments in respect of Global Notes
  - #97">5.4 Specific provisions in relation to payments in respect of certain types of Exempt Notes
  - #97">5.5 General provisions applicable to payments
    - #97">Notwithstanding the foregoing provisions of this Condition, if any amount of principal and/or interest in respect of Notes is payable in U.S. dollars, such U.S. dollar payments of principal and/or interest in respect of such Notes will be made at the...
      - #97">(a) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of th...
      - #97">(b) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal an...
      - #97">(c) such payment is then permitted under United States law without involving, in the opinion of the Issuer and the Guarantor (if the Notes are Guaranteed Notes), adverse tax consequences to the Issuer or the Guarantor (if the Notes are Guaranteed Notes).
  - #97">5.6 Payment Day
    - #97">If the date for payment of any amount in respect of any Note, Receipt or Coupon is not a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not be entitled to further ...
      - #98">(a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in:
        #98">(i) in the case of Notes in definitive form only, the relevant place of presentation;
        #98">(ii) each Additional Financial Centre specified in the applicable Final Terms; and
      - #98">(b) either (A) in relation to any sum payable in a Specified Currency other than euro or Renminbi, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange an...
  - #98">5.7 Interpretation of principal and interest
    - #98">Any reference in the Conditions to principal in respect of the Notes shall be deemed to include, as applicable:
      - #98">(a) any additional amounts which may be payable with respect to principal under Condition 7 (Taxation) or under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Trust Deed;
      - #98">(b) the Final Redemption Amount of the Notes;
      - #98">(c) the Early Redemption Amount of the Notes;
      - #98">(d) the Optional Redemption Amount(s) (if any) of the Notes;
      - #98">(e) in relation to Exempt Notes redeemable in instalments, the Instalment Amounts;
      - #98">(f) in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 6.5 (Early Redemption Amounts)); and
      - #98">(g) any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes.
  - #98">5.8 CNY Currency Event
- #100">6. REDEMPTION AND PURCHASE
  - #100">6.1 Redemption at maturity
  - #100">6.2 Redemption for tax reasons
    - #100">Subject to Condition 6.5 (Early Redemption Amounts), the Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note is not a Floating Rate Note) or on any Interest Payment Date (if this Note is a Floating R...
      - #100">(a) on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 7 (Taxation) or the Guarantor (if the Notes are Guaranteed Notes) would be unable for ...
      - #100">(b) such obligation cannot be avoided by the Issuer or, as the case may be, the Guarantor (if the Notes are Guaranteed Notes) taking reasonable measures available to it,
  - #101">6.3 Redemption at the option of the Issuer (Issuer Call)
    - #101">The Optional Redemption Amount will be the specified percentage of the nominal amount of the Notes stated in the applicable Final Terms.
    - #101">In the case of a partial redemption of Notes, the Notes to be redeemed (in this Condition 6.3, "Redeemed Notes") will be selected individually by lot, in the case of Redeemed Notes represented by definitive Notes, and in accordance with the rules of ...
  - #101">6.4 Redemption at the option of the Noteholders (Investor Put/Change of Control Put)
#101">If:
- #101">(a) Investor Put is specified as being applicable in the applicable Final Terms, upon the holder of any Note giving to the Issuer in accordance with Condition 12 (Notices) not less than the minimum period (which shall be not less than 15 Business Days...
- #101">(b) Change of Control Put is specified as applicable in the applicable Final Terms and a Change of Control Put Event (as defined below) has occurred, upon the holder of any Note giving notice to the Issuer in accordance with Condition 12 (Notices) dur...
#101">in each case, at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the date of redemption.
- #102">"Acting in Concert" means Persons who cooperate on the basis of an agreement, either expressed or tacit, verbal or written, even if invalid or ineffective, aimed at acquiring, maintaining or consolidating control of Pirelli or frustrating the achieve...
- #102">"Change of Control" means, save for a Permitted Change of Control:
  - #102">(i) the Sponsor, individually or Acting in Concert with the Permitted Investor:
    - #102">(A) at any time ceases to control directly and/or indirectly more than 25per cent. of the ordinary voting shares of Pirelli; or
    - #102">(B) at any time, ceases to beneficially own and control (directly or indirectly) a greater percentage of the ordinary shares or the votes attaching to ordinary shares of Pirelli than any other person or persons Acting in Concert; or
  - #102">(ii) at any time, any person or persons Acting in Concert, other than the Sponsor and/or the Permitted Investor and/or any of their Subsidiaries, appoints or removes the majority of the board of directors of Pirelli,
- #102">(a) in the event any of the requirements under paragraph (i) or (ii) above ceases to apply or is no longer satisfied but the Permitted Investor directly or indirectly controls Pirelli, no Change of Control shall be deemed to have taken place to the ex...
- #102">(b) (x) in the event the Permitted Investor directly or indirectly controls Pirelli and any of the requirements under paragraph (i), (ii) or (iii) of the definition of Permitted Investor ceases to apply or is no longer satisfied or, (y) following the ...
- #103">For purposes of the definition of Change of Control, Permitted Change of Control and Permitted Investor, "control" means the power (whether by way of ownership of shares or otherwise) to:
  - #103">(i) cast or control the casting of more than 50 per cent. of the maximum number of votes that might be cast at a general meeting of the relevant company; or
  - #103">(ii) appoint or remove or control the appointment or removal of the majority of the directors or other equivalent officers of the relevant company; or
  - #103">(iii) otherwise direct the management of the relevant company;
- #103">it being acknowledged for the sake of clarity that no Change of Control shall have taken place under paragraphs (a) and (b) of the proviso to the definition of Change of Control (or for the purpose of interpreting the definition of "control" above), ...
- #103">"Change of Control Period" means the period from the date of the first public announcement of an arrangement or event that could result in a Change of Control until the end of a 90-day period following public notice of the occurrence of the relevant ...
#103">A "Change of Control Put Event" shall occur if
- #103">(a) a Change of Control occurs; or
- #103">(b) there occurs a solvent dissolution of the Issuer or the Guarantor other than pursuant to a Permitted Merger;
#103">"Change of Control Put Event Notice" means a notice given by the Issuer to the Noteholders in accordance with Condition 12 (Notices) specifying:
- #103">(a) that Noteholders are entitled to exercise the Change of Control Put option;
- #103">(b) the procedure for exercising the Change of Control Put option; and
- #103">(c) such other information relating to the Change of Control Put option as the Trustee may require.
#103">"Change of Control Put Period" means 90 days from the date on which the Change of Control Put Event Notice is duly given to Noteholders.
#103">"Investment Grade" means a Rating assigned by a Ratings Agency which is at least equal to, or better than, Baa3 (in the case of Moody's), BBB- (in the case of Fitch or S&P) or an equivalent Rating awarded by another Ratings Agency.
#103">"Permitted Change of Control" means:
- #103">(i) the amalgamation, merger or corporate reorganisation (including without limitation through a contribution in kind) of the Sponsor with any person which would otherwise result in a Change of Control pursuant to the definition thereof but for the fa...
  - #104">(A) the surviving entity is, or is directly or indirectly controlled by, a state-owned company organised under the laws of the People's Republic of China; and
  - #104">(B) the surviving entity and any of its respective directors, officers is not a Sanctioned Person or an SSI Person; or
- #104">(ii) the amalgamation, merger or corporate reorganisation (including without limitation through a contribution in kind) of Pirelli with any person which would otherwise result in a Change of Control pursuant to the definition thereof but for the fact ...
  - #104">(A) the surviving entity (which is not Pirelli) will assume all or substantially all of the assets and liabilities of Pirelli, including all its rights and obligations under or in respect of the Notes in accordance with the applicable law;
  - #104">(B) the surviving entity and any of its respective directors or officers is not a Sanctioned Person or an SSI Person; and
  - #104">(C) the surviving entity (which may or may not be Pirelli) at the end of the Change of Control Period has the Required Rating.
- #104">Promptly upon Pirelli becoming aware that a Permitted Change of Control has occurred, Pirelli shall notify the Trustee of such in accordance with Condition 12 (Notices) specifying that the abovementioned conditions required for a Permitted Change of ...
- #104">"Permitted Investor" means Camfin S.p.A., a company enrolled with the Companies' Register of Milan under Tax Code No. 00795290154 or any special purpose company in each case, provided that the following requirements are satisfied:
  - #104">(i) such company and any of its respective directors or officers is not a Sanctioned Person or an SSI Person;
  - #104">(ii) at any time, Marco Tronchetti Provera or a person nominated by Marco Tronchetti Provera is the Chief Executive Officer of such company and the Chief Executive Officer of Pirelli (in each case performing the functions normally associated with such...
#104">(iii) Marco Tronchetti Provera or his immediate family (which shall mean the ambit which includes wife, daughters and sons, nieces and nephews) controls through voting rights, either directly or through his or their nominees, as applicable, the board ...
- #104">Promptly upon Pirelli becoming aware that a Permitted Investor directly or indirectly controls Pirelli, it shall notify the Trustee of such in accordance with Condition 12 (Notices) specifying that the abovementioned conditions required for a Permitte...
- #104">"Permitted Merger" means the amalgamation, merger or corporate reorganisation (including without limitation through a contribution in kind) of the Issuer or the Guarantor (as applicable) where the surviving entity (which is not the Issuer or the Guar...
#105">"Rating" means a credit rating assigned by a Ratings Agency, which may be either (i) public or (ii) private/confidential and disclosed to the Trustee provided that the Trustee is duly authorised to notify such Rating to the Noteholders if strictly ne...
#105">"Required Rating" means, if immediately prior to the commencement of the Change of Control Period:
- #105">(a) Pirelli has a Rating from any of the Ratings Agencies, a Rating which is at least as high as such Rating of Pirelli; and
- #105">(b) Pirelli does not have a Rating from any of the Ratings Agencies, an Investment Grade Rating.
#105">"Sanctioned Country" means, at any time, a country or territory which is the subject or target of any Sanctions from time to time.
#105">"Sanctioned Person" means, at any time:
- #105">(a) any person listed on the list of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, or any person subject to an asset freeze or a general prohibition on all...
- #105">(b) any person ordinarily resident, located or organised in a Sanctioned Country; or
- #105">(c) any person owned or controlled by any such person.
#105">"Sanctions" means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by:
- #105">(a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State; or
- #105">(b) the United Nations Security Council, the European Union or Her Majesty's Treasury of the United Kingdom,
  - #105">6.5 Early Redemption Amounts
    - #105">For the purpose of Condition 6.2 (Redemption for tax reasons) and Condition 8 (Events of Default and Enforcement), each Note will be redeemed at its Early Redemption Amount calculated as follows:
      - #105">(a) in the case of a Note with a Final Redemption Amount equal to the Issue Price of the first Tranche of the Series, at the Final Redemption Amount thereof;
      - #106">(b) in the case of a Note (other than a Zero Coupon Note) with a Final Redemption Amount which is or may be less or greater than the Issue Price of the first Tranche of the Series, at the amount specified in the applicable Final Terms or, if no such a...
      - #106">(c) in the case of a Zero Coupon Note, at an amount (the "Amortised Face Amount") calculated in accordance with the following formula:
  - #106">6.6 Specific redemption provisions applicable to certain types of Exempt Notes
  - #106">6.7 Purchases
  - #107">6.8 Cancellation
  - #107">6.9 Late payment on Zero Coupon Notes
    - #107">If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to Condition 6.1 (Redemption at maturity), 6.2 (Redemption for tax reasons), 6.3 (Redemption at the option of the Issuer (Issuer Call)) or 6.4 ...
      - #107">(a) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and
      - #107">(b) five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Notes has been received by the Agent or the Trustee and notice to that effect has been given to the Noteholders in accordance with Condition 12 ...
  - #107">6.10 Make-Whole Issuer Call
#107">The Issuer may redeem at any time in whole or in part any Series of the Notes then outstanding at an amount equal to the Make-Whole Amount together with interest (if any) accrued but unpaid to (but excluding) the relevant redemption date, having give...
#107">As used in this Condition 6.10:
- #107">"Make-Whole Amount" means an amount calculated by the Agent equal to the higher of:
  - #107">(a) 100 per cent. of the principal amount of the Note to be redeemed; or
  - #107">(b) as determined by the Reference Dealers (as defined below), the sum of the then current values of the remaining scheduled payments of principal and interest (not including any interest accrued on the Notes to, but excluding, the Make-Whole Optional...
- #108">7. TAXATION
#108">All payments of principal and interest in respect of the Notes, Receipts and Coupons by or on behalf of the Issuer or the Guarantor (if the Notes are Guaranteed Notes) will be made free and clear of and without withholding or deduction for or on acco...
- #108">(a) presented for payment in the Republic of Italy or the United Kingdom; or
- #108">(b) the holder of which is liable for such taxes or duties in respect of such Note, Receipt or Coupon by reason of his having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt or Coupon; or
- #108">(c) the holder would be entitled to avoid such withholding or deduction in respect of such Note, Receipt or Coupon by making or procuring a declaration of non-residence or other similar claim for exemption to the competent tax authority, but has omitt...
- #108">(d) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that...
- #108">(e) in circumstances in which the procedures required under Decree 239 or any secondary legislation implementing the same (each as amended and/or supplemented from time to time) in order to benefit from an exemption from imposta sostitutiva have not b...
- #109">(f) in respect of payments by Pirelli or Pirelli Tyre, on account of imposta sostitutiva or other withholding taxes pursuant to Decree 239, or Law Decree no. 512 of 2 August 1983, in each case as amended and supplemented, or
- #109">(g) any combination of the above.
- #109">8. EVENTS OF DEFAULT AND ENFORCEMENT
  - #109">8.1 Events of Default
#109">The Trustee at its discretion may, and if so requested in writing by the holders of at least one-quarter in nominal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution shall, (subject in each case to being indemnifie...
- #109">(a) if default is made in the payment of any principal or interest due in respect of the Notes or any of them and the default continues for a period of 14 days; or
- #109">(b) if the Issuer or the Guarantor (if the Notes are Guaranteed Notes) fails to perform or observe any of its other obligations under the Conditions or the Trust Deed and (except in any case where, in the opinion of the Trustee, the failure is incapab...
- #109">(c) if (i) any Indebtedness for Borrowed Money (as defined in Condition 8.3 (Definitions)) of the Issuer, the Guarantor (if the Notes are Guaranteed Notes) or any Material Subsidiary (as defined in Condition 3.2 (Interpretation)) becomes due and repay...
- #110">(d) if any order is made by any competent court or resolution passed for the winding up or dissolution (other than a solvent winding up or solvent dissolution) of the Issuer, the Guarantor (if the Notes are Guaranteed Notes) or any Material Subsidiary...
- #110">(e) if the Issuer, the Guarantor (if the Notes are Guaranteed Notes) or any Material Subsidiary ceases to carry on all or substantially all of its business, or the Issuer, the Guarantor (if the Notes are Guaranteed Notes) or any Material Subsidiary st...
- #110">(f) if (A) proceedings are initiated against the Issuer, the Guarantor (if the Notes are Guaranteed Notes) or any Material Subsidiary under any applicable liquidation (other than a solvent liquidation), insolvency, composition, reorganisation or other...
- #110">(g) if the Issuer, the Guarantor (if the Notes are Guaranteed Notes) or any Material Subsidiary initiates or consents to judicial proceedings relating to itself under any applicable liquidation, insolvency, composition, reorganisation or other similar...
- #111">(h) if the Notes are Guaranteed Notes, if the Guarantee ceases to be, or is claimed by the Issuer or the Guarantor not to be, in full force and effect save that this Condition 8.1(h) shall not apply (i) to any release of a Guarantor from its obligatio...
- #111">(i) if any event occurs which, under the laws of any Relevant Jurisdiction, has or may have, in the Trustee's opinion, based on legal advice received by the Trustee relating to the laws of the Relevant Jurisdiction, an analogous effect to any of the e...
#111">For the avoidance of doubt, no event which is a Change of Control Put Event will constitute an Event of Default
- #111">8.2 Enforcement
#111">The Trustee may at any time, at its discretion and without notice, take such proceedings or any other action against the Issuer and/or the Guarantor (if the Notes are Guaranteed Notes) as it may think fit to enforce the provisions of the Trust Deed, ...
- #111">8.3 Definitions
- #111">"Permitted Reorganisation" means:
  - #111">(i) in respect of the Issuer or the Guarantor (if the Notes are Guaranteed Notes), any amalgamation, merger, demerger, reconstruction, reorganisation, consolidation, transfer or contribution of assets or other similar transaction whilst solvent of the...
  - #111">(ii) in respect of any Material Subsidiary, any amalgamation, merger, demerger, reconstruction, reorganisation, consolidation, transfer or contribution of assets or other similar transaction whilst solvent of the relevant Material Subsidiary under whi...
- #111">"Pirelli Merger" means any amalgamation, merger, consolidation or similar transaction carried out between Pirelli Tyre and another company in the Pirelli Group and pursuant to which only a single entity (the "Surviving Entity") survives and the Survi...
- #112">"Relevant Jurisdiction" means each of the Republic of Italy and the United Kingdom.
- #112">9. REPLACEMENT OF NOTES, RECEIPTS, COUPONS AND TALONS
- #112">10. PAYING AGENTS
  - #112">The Issuer is entitled, with the prior written approval of the Trustee, to vary or terminate the appointment of any Paying Agent and/or appoint additional or other Paying Agents and/or approve any change in the specified office through which any Payi...
    - #112">(a) there will at all times be an Agent;
    - #112">(b) so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the re...
    - #112">(c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer or the Guarantor (if the Notes are Guaranteed Notes) is incorporated.
- #112">11. EXCHANGE OF TALONS
- #112">12. NOTICES
- #113">13. MEETINGS OF NOTEHOLDERS, MODIFICATION, WAIVER AND SUBSTITUTION
  - #113">13.1 Meetings of Noteholders
- #113">The Trust Deed contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Receipts, the Coupons or any of t...
- #113">(a) In relation to Notes issued by Pirelli International, such meeting may be convened by the Issuer, the Guarantor (if the Notes are Guaranteed Notes) or the Trustee and shall be convened by the Issuer if required in writing by Noteholders holding no...
- #114">(b) In relation to Notes issued by Pirelli, such meeting may be convened by the Directors of the Issuer or the Noteholders' Representative (as defined below) at their discretion and shall be convened by the Issuer at the request of the Trustee or, sub...
- #114">An Extraordinary Resolution passed at any meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present at the meeting, and on all Receiptholders and Couponholders.
  - #114">13.2 Noteholders' Representative
  - #115">13.3 Modification and Waiver
  - #115">13.4 Substitution
- #115">The Trustee may, without the consent of the Noteholders, agree with the Issuer (or the previous substitute issuer under this Condition 13.4) (the "Outgoing Issuer") to the substitution (the "Substitution") in place of the Outgoing Issuer as the princ...
- #115">(a) the Outgoing Issuer delivers to the Trustee a certificate in the form and of substance satisfactory to the Trustees certifying that immediately prior to the Substitution, no payment in respect of the Notes or the Coupons is overdue and no Event of...
- #115">(b) the giving by the Substituted Debtor of not less than 30 days' prior notice of the Substitution to the Noteholders in accordance with this Condition 13, stating that copies, or pending execution the agreed text, of all documents in relation to the...
- #115">(c) the execution by the Substituted Debtor and by the other parties to the Trust Deed and the Agency Agreement of a supplemental trust deed (the "Substitution Trust Deed") and a supplemental agency agreement, respectively, and such other documents (i...
- #116">(d) if the Substituted Debtor is incorporated, domiciled or resident in, or subject generally to the taxing jurisdiction of, a territory other than the Republic of Italy (in the case of Notes issued by Pirelli) or the United Kingdom (in the case of No...
- #116">(e) the Substitution Trust Deed containing representations and warranties by each of Pirelli (in the case of Notes issued by Pirelli and upon the first Substitution only), the Guarantor (if the Notes are Guaranteed Notes) and the Substituted Debtor th...
- #116">(f) the delivery of legal opinion(s) addressed to the Trustee and in a form and with a content reasonably acceptable to the Trustee, from a lawyer or firm(s) of lawyers of recognised standing in the jurisdiction of incorporation of the Outgoing Issuer...
- #116">(g) the delivery to the Trustee of a certificate of solvency of the Substituted Debtor relating to the period prior to and immediately following the Substitution reasonably satisfactory to the Trustee addressed to the Trustee and the Noteholders and s...
- #116">Upon the execution of the Documents and compliance with the requirements listed above, the Outgoing Issuer shall be released from all of its obligations not then accrued as principal debtor under these Conditions and the Trust Deed and the Substitute...
- #117">14. INDEMNIFICATION OF THE TRUSTEE AND TRUSTEE CONTRACTING WITH THE ISSUER AND/OR THE GUARANTOR
- #117">15. PRESCRIPTION
- #117">16. FURTHER ISSUES
- #117">17. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
- #117">18. GOVERNING LAW AND SUBMISSION TO JURISDICTION
  - #117">18.1 Governing law
  - #118">18.2 Submission to jurisdiction by the Issuer
  - #118">18.3 Appointment of Process Agent
  - #118">18.4 Other documents and the Guarantor
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#128">On 9 October 2018 Pirelli acquired 49 per cent. stake in a joint venture with the Hixih Group which owns, through the company Jining Shenzhou Tyre Co., a new consumer tyre production plant in China. For further details, please see paragraph "Recent D...
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#135">On 22 March 2015, China National Chemical Corporation ("ChemChina"), a state-owned enterprise controlled by the State-owned Assets Supervision and Administration Commission of the State Council ("SASAC") of the People's Republic of China, and China N...
- #135">(a) the setting-up by CNRC of the corporate structure necessary for the implementation of the transaction;
- #135">(b) the acquisition by Marco Polo Industrial Holding S.p.A. ("MPH"), of the ordinary shares of Pirelli directly held by Camfin;
- #135">(c) the re-investment, by Camfin and LTI, of part of the profits derived by the sale of Pirelli's ordinary shares directly held by the abovementioned entities, in shares of Marco Polo;
- #135">(d) the execution by the parties, as of the date of the closing of the sale, of a shareholders' agreement concerning all the shares held by them and containing certain provisions regarding, inter alia, both Marco Polo and Pirelli's corporate governanc...
- #135">(e) the launch by MPH of a mandatory tender offer on the remaining ordinary share capital of Pirelli and of a voluntary tender offer on the overall saving shares issued by Pirelli, with the aim of delisting Pirelli,
#136">The industrial reorganisation transaction was accomplished, in summary, as follows:
- #136">(a) the industrial reorganisation aimed at separating and ensuring the autonomy of the Industrial Business, through the contribution of the relevant going concerns to Pirelli Industrial, and subsequently renamed Prometeon Tyre Group S.r.l. (PTG or Pro...
- #136">(b) the acquisition by Pirelli Tyre of a stake equal to 80 per cent. of the registered capital of Jiaozuo Aeolus Tyre Co., Ltd., a Chinese company owned by Aeolus and engaged in the production and marketing of tyres for the Consumer Business (the tran...
#137">On 1 October 2016, pursuant to an asset injection agreement entered into on 3 June 2016 between Pirelli Tyre, CNRC and Aeolus, a listed company on the Shanghai Stock Exchange of which CNRC was the controlling shareholder, as subsequently amended on 2...
- #137">(a) the sale by Pirelli Tyre to Aeolus of a stake equal to 10% of the registered capital of Pirelli Industrial against payment by Aeolus as part of the separation process mentioned above, at a price equal to 70,067,516, as determined by China United ...
- #137">(b) the concurrent acquisition by Pirelli Tyre of a stake equal to 80% of the registered capital of Jiaozuo Aeolus Tyre Co., Ltd., subsequently renamed Pirelli Tyre (Jiaozuo) Co., Ltd. (at that time a company wholly owned by Aeolus, operating in the p...
#138">With the purpose of completely focusing on the Consumer Business, Pirelli undertook a series of transactions in Argentina and China aimed at fully accomplishing the Industrial Reorganisation.
#138">For the purpose of segregating the Industrial Business in Argentina, (i) on 28 June 2018, Pirelli Tyre purchased from PTG the minority stake owned by the latter in Pirelli Neumaticos S.A.I.C. ("Pirelli Argentina") and corresponding to 28.5% of the re...
#138">Establishment of a new Joint Venture in China
#138">On 9 October 2018, Pirelli Tyre completed the acquisition of a 49% stake in a joint venture with the Hixih Group which owns, through the company Jining Shenzhou Tyre Co., Ltd., a new consumer tyre production plant in China. Pirelli Tyre's investment ...
#138">Disposal of tyre factory in Venezuela
#138">Formula One World Championship
#139">Relisting of Shares of Pirelli
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- #164">(1) Audit, Risks, Sustainability and Corporate Governance Committee: The main task of this committee is to support the Board of Directors in connection with its assessments and decisions in relation to Pirelli's internal control and risk management sy...
- #164">(2) Related-parties transactions Committee: This committee consults with and advises the Board of Directors with respect to related-party transactions in line with applicable laws, other than with respect to certain matters relating to the remuneratio...
- #164">(3) Remuneration Committee: The Remuneration Committee plays a consulting, advisory and supervisory role in connection with determining and applying the remuneration policies of Pirelli for its employees and management.
- #165">(4) Appointments and Successions Committee: This committee consults with and advises the Board of Directors with respect to nomination and successions matters in line with the Corporate Governance Code in relation to the composition of the Board of Di...
- #165">(5) Strategies Committee: Consults and advises the Board of Directors in connection with strategic guidelines as well as the identification and the terms and conditions of any strategic transaction of the Pirelli Group.
  - #171">(a) they represent a debt instrument implying a use of capital (impiego di capitale), through which the Investors transfer to the Issuer a certain amount of capital, for the economic exploitation of the same, subject to the right to obtain a (partial ...
  - #171">(b) they represent derivative financial instruments or bundles of derivative financial instruments, through which the Investors purchase indirectly underlying financial instruments.
#174">In order to ensure gross payment, non-Italian resident Noteholders must promptly deposit, directly or indirectly, the Notes, together with the Coupons relating to such Notes, directly or indirectly with:
- #174">1. an Italian or non-Italian resident bank or financial institution (the "First Level Bank"), acting as intermediary in the deposit of the Notes held directly or indirectly by the Noteholder with a Second Level Bank (as defined below); or
- #174">2. an Italian resident bank or certain other specific financial institutions, or a permanent establishment in Italy of a non-resident bank or certain other specific financial institutions, acting as depositary or sub-depositary of the Notes appointed ...
- #174">(i) the deposit of the Notes, either directly or indirectly, with an institution which qualifies as a Second Level Bank; and
- #174">(ii) the submission to the First Level Bank or the Second Level Bank (as the case may be), concurrently with the deposit of the Notes, of a statement of the relevant Noteholder (autocertificazione), in which it declares, inter alia, that it is the ben...
  - #178">(a) a resident, for tax purposes, of a state or territory included in the White List; or
  - #178">(b) an international body or entity set up in accordance with international agreements which have entered into force in Italy; or
  - #178">(c) an "institutional investor", whether or not subject to tax, which is established in a State or territory included in the White List; or
  - #178">(d) a central bank or an entity which manages, inter alia, the official reserves of a foreign State.
#179">Contracts relating to the transfer of the Notes are subject to the registration tax as follows:
- #179">(i) public deeds and notarised deeds (atti pubblici e scritture private authenticate) are subject to fixed registration tax at rate of 200;
- #179">(ii) non notarized private deeds (scritture private non authenticate) are subject to a fixed registration tax of 200 only in case of use or voluntary registration or if the so-called "caso d'uso" or "enunciazione" occurs.
#183">Unless the Final Terms or Drawdown Prospectus in respect of any Notes (or Pricing Supplement, in the case of Exempt Notes) specifies the "Prohibition of Sales to EEA Retail Investors" as "Not Applicable", each Dealer has represented, warranted and ag...
- #183">(a) the expression "retail investor" means a person who is one (or more) of the following:
  - #183">(i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or
  - #183">(ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded, 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.
- #183">(b) Qualified investors: at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
- #183">(c) Fewer than 150 offerees: at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issu...
- #183">(d) Other exempt offers: at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive.
#183">Each Dealer has represented, warranted and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:
- #183">(a) No deposit-taking: in relation to any Notes having a maturity of less than one year:
  - #183">(i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; and:
  - #184">(ii) it has not offered or sold and will not offer or sell any Notes other than to persons:
    - #184">(A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or
    - #184">(B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses,
- #184">(b) Financial promotion: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received ...
- #184">(c) General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.
#184">Any such offer, sale or delivery of the Notes or distribution of copies of the Base Prospectus or any other document relating to the Notes in the Republic of Italy must be:
- #184">(a) made by investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 385 of 1 September 1993 (the "Consolidated Banking Act"), Legislative Decree No. 58...
- #184">(b) in compliance with any other applicable laws and regulations requirement imposed by CONSOB (including, but not limited to, CONSOB Regulation No. 11971 of 14 May 1999, as amended), the Bank of Italy (including, the reporting requirements, where app...
#184">France
#184">Each Dealer has represented, warranted and undertaken and each further Dealer appointed under the Programme will be required to represent, warrant and undertake, that it has not offered or sold, and will not offer or sell, directly or indirectly, any...
#189">For the period of 12 months following the date of this Base Prospectus, copies of the following documents will, when published, be available for inspection from the registered offices of the Issuers and from the specified office of the Paying Agent f...
- #189">(a) the Articles of Association of Pirelli International;
- #189">(b) the By-laws (statuto) (with an English translation thereof) of Pirelli;
- #189">(c) the By-laws (statuto) (with an English translation thereof) of Pirelli Tyre;
- #189">(d) the separate annual financial statements for the financial years ended 31 December 2016 and 2017 of Pirelli International, the separate annual financial statements for each of the financial years ended 31 December 2016 and 2017 of Pirelli Tyre, th...
- #189">(e) the unaudited condensed consolidated half-year financial statements of Pirelli for the six months ended 30 June 2018, and the unaudited interim consolidated financial report of Pirelli as of and for the nine months ended 30 September 2018. The mos...
- #189">(f) the Trust Deed (which includes the Guarantees), the Agency Agreement and the forms of the Global Notes, the Notes in definitive form, the Receipts, the Coupons and the Talons;
- #189">(g) a copy of this Base Prospectus;
- #189">(h) any future Base Prospectuses, prospectuses, information memoranda, supplements and Final Terms and Pricing Supplements (in the case of Exempt Notes) (save that Pricing Supplements will only be available for inspection by a holder of such Note and ...
- #190">(i) in the case of each issue of Notes admitted to trading on the Luxembourg Stock Exchange's regulated market subscribed pursuant to a subscription agreement, the subscription agreement (or equivalent document).