Obligation Generali Assicurazioni 0% ( XS0510765836 ) en EUR

Société émettrice Generali Assicurazioni
Prix sur le marché 100 %  ⇌ 
Pays  Italie
Code ISIN  XS0510765836 ( en EUR )
Coupon 0%
Echéance 14/12/2020 - Obligation échue



Prospectus brochure de l'obligation Assicurazioni Generali XS0510765836 en EUR 0%, échue


Montant Minimal 1 000 EUR
Montant de l'émission 560 000 000 EUR
Description détaillée Assicurazioni Generali est une société d'assurance italienne multinationale, l'une des plus grandes compagnies d'assurance au monde, offrant une gamme diversifiée de produits et services d'assurance et de gestion d'actifs.

L'Obligation émise par Generali Assicurazioni ( Italie ) , en EUR, avec le code ISIN XS0510765836, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 14/12/2020








Base Prospectus dated 25 May 2022





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

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




approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the
Prospectus Regulation. Such approval should not be considered as an endorsement of either the Issuer or the quality of the
Notes that are the subject of this Base Prospectus and investors should make their own assessment as to the suitability of
investing in the Notes.
This Base Prospectus shall be valid for admission to trading of Notes on a regulated market for the purposes of MiFID II for 12
months after the approval by the CSSF and shall expire on 25 May 2023 (included), provided that it is completed by any
supplement, pursuant to Article 23 of the Prospectus Regulation, following the occurrence of a significant new factor, a material
mistake or a material inaccuracy relating to the information included (including incorporated by reference) in this Base
Prospectus which may affect the assessment of the Notes. After such date, the Base Prospectus will expire and the obligation to
supplement this Base Prospectus in the event of significant new factors, material mistakes or material inaccuracies will no
longer apply.
The Programme also allows for Notes to be unlisted or to be admitted to listing, trading and/or quotation by such other or
further listing authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer (including on the
professional segment (ExtraMOT PRO) of the multi-lateral trading facility (ExtraMOT Market) organised and managed by
Borsa Italiana S.p.A.). Under the Luxembourg Prospectus Law, prospectuses relating to money market instruments having a
maturity at issue of less than 12 months which fall within the definition of securities are not subject to the approval provisions
of Part II of such law, but are subject to the approval provisions of Part III of the Luxembourg Prospectus Law, which requires
the approval of an alleviated prospectus. No money market instruments having a maturity at issue of less than 12 months will
be offered to the public or admitted to trading on a regulated market under this Base Prospectus.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see "Risk Factors"
on page 20.
Under current legislation in Italy, payments of interest, premium or other income relating to the Notes are subject to substitute
tax (imposta sostitutiva) at a rate of 26 per cent., regardless of maturity. The Issuer will not be liable to pay any additional
amounts to Noteholders in relation to any such substitute tax or withholding. For further information, see "Taxation" on page
334.
Amounts payable under the Notes may be calculated by reference to benchmarks including (i) the Euro-zone interbank offered
rate ("EURIBOR"); (ii) the Singapore interbank offered rate ("SIBOR"); (iii) the Tokyo interbank offered rate ("TIBOR");
(iv) the Hong Kong interbank offered rate ("HIBOR"); (v) the sterling overnight index average rate ("SONIA"); (vi) the
secured overnight financing rate ("SOFR"); (vii) the constant maturity swap rate ("CMS"); and (viii) the Daily Euro Short-term
Rate (the "STR") and amounts payable on Floating Rate Notes and Reset Notes issued under the Programme may, in certain
circumstances, be determined in part by reference to such indices, each as specified in the relevant Final Terms. Each such
index constitutes a benchmark for the purposes of the Benchmark Regulation (Regulation (EU) 2016/1011), as amended (the
"EU Benchmark Regulation"). As at the date of this Base Prospectus, from the above-named list of benchmarks, only the
administrators of EURIBOR, the European Money Markets Institute ("EMMI"), and of SIBOR, ABS Benchmarks
Administration Co Pte Ltd., are included on the register of administrators and benchmarks established and maintained by the the
European Securities and Markets Authority ("ESMA") pursuant to article 36 of the EU Benchmark Regulation. Furthermore, as
far as the Issuer is aware, the administrators of SONIA, SOFR and STR are not required to be registered by virtue of Article 2
of the EU Benchmark Regulation (or of the EU Benchmark Regulation as it forms part of UK domestic law by virtue of the
European Union (Withdrawal Act) 2018 (the "EUWA") (the "UK Benchmark Regulation"), as the case may be). As far as the
Issuer is aware, the transitional provisions in Article 51 of the EU Benchmark Regulation apply, such that ICE Benchmark
Administration (as administrator of CMS) is not currently required to obtain authorization/registration under the EU Bencharmk
Regulation. Similarly, third country benchmarks (including TIBOR and HIBOR) already used in the European Union (the
"EU") prior to 31 December 2023 can still be used in the EU as a reference for financial instruments, financial contracts, or for
measuring the performance of an investment fund before that date.
A47398444



Arranger
Goldman Sachs International
Dealers
Barclays
BBVA
BNP PARIBAS
BofA Securities
Citigroup
Crédit Agricole CIB
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
Mediobanca
Mizuho Securities
Morgan Stanley
Natixis
Santander Corporate & Investment Banking
Société Générale Corporate & Investment Banking
UBS Investment Bank
UniCredit
A47398444



TABLE OF CONTENTS
Page
IMPORTANT NOTICES ................................................................................................................................... 5
GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................................12
RISK FACTORS ...............................................................................................................................................20
INFORMATION INCORPORATED BY REFERENCE ..................................................................................53
CROSS-REFERENCE LIST .............................................................................................................................55
FINAL TERMS AND DRAWDOWN PROSPECTUS .....................................................................................57
FORMS OF THE NOTES .................................................................................................................................58
TERMS AND CONDITIONS OF THE SENIOR NOTES ...............................................................................61
TERMS AND CONDITIONS OF THE TIER 2 NOTES ................................................................................109
TERMS AND CONDITIONS OF THE TIER 3 NOTES ................................................................................174
FORM OF FINAL TERMS OF THE SENIOR NOTES .................................................................................234
FORM OF FINAL TERMS OF THE TIER 2 NOTES ...................................................................................255
FORM OF FINAL TERMS OF THE TIER 3 NOTES ...................................................................................278
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ....................299
USE OF PROCEEDS ......................................................................................................................................303
DESCRIPTION OF THE ISSUER .................................................................................................................304
OVERVIEW FINANCIAL INFORMATION OF THE ISSUER ....................................................................331
TAXATION .....................................................................................................................................................334
SUBSCRIPTION AND SALE ........................................................................................................................346
GENERAL INFORMATION ..........................................................................................................................353

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IMPORTANT NOTICES
This Base Prospectus comprises a base prospectus for the purposes of Article 8 of the Prospectus Regulation.
For the avoidance of doubt, when used in this Base Prospectus, references to "Prospectus Regulation" means
Regulation (EU) 2017/1129, as amended, and "UK Prospectus Regulation" means Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the EUWA. For the avoidance of doubt, this Base
Prospectus has been approved by the CSSF, as competent authority under the Prospectus Regulation and not
as competent authority under the UK Prospectus Regulation.
The Issuer accepts responsibility for the information contained in this document and for the relevant Final
Terms for each Tranche of Notes issued under the Programme and to the best of the knowledge of the Issuer,
the information contained in this document and in the relevant Final Terms for each Tranche of Notes issued
under the Programme is in accordance with the facts and this Base Prospectus makes no omission likely to
affect the import of such information.
This Base Prospectus should be read and construed together with any supplements hereto and with any other
documents incorporated by reference herein and, in relation to any Tranche (as defined herein) of Notes,
should be read and construed together with the relevant Final Terms.
The Issuer has confirmed to the Dealers named under "Subscription and Sale" below that this Base
Prospectus (including for this purpose, each relevant Final Terms) contains all information which according to
the particular nature of the Issuer and the securities offered to the public or admitted to trading on a regulated
market, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial
position, profits and losses, and the prospects of the Issuer and of any rights attaching to such securities and is
(in the context of the Programme and the issue, offering and sale of the Notes) material; that such information
is true and accurate in all material respects and is not misleading in any material respect; that any opinions,
predictions or intentions expressed herein are honestly held or made and are not misleading in any material
respect; that this Base Prospectus does not omit to state any material fact necessary to make such information,
opinions, predictions or intentions (in the context of the Programme and the issue, offering and sale of the
Notes, where applicable) not misleading in any material respect; and that all proper enquiries have been made
to verify the foregoing.
No person has been authorised to give any information or to make any representation not contained in or not
consistent with this Base Prospectus or any other document entered into in relation to the Programme or any
information supplied by the Issuer or such other information as is in the public domain and, if given or made,
such information or representation should not be relied upon as having been authorised by the Issuer or any
Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates (including
parent companies), and neither the Dealers nor any of their respective affiliates (including parent
companies)makes any representation or warranty or accepts any responsibility as to the accuracy or
completeness of the information contained in this Base Prospectus. Neither the delivery of this Base
Prospectus or any Final Terms nor the offering, sale or delivery of any Note shall, in any circumstances,
create any implication that the information contained in this Base Prospectus is true subsequent to the date
hereof or the date upon which this Base Prospectus has been most recently supplemented or that there has
been no adverse change, or any event reasonably likely to involve any adverse change, in the condition
(financial or otherwise) of the Issuer since the date hereof or, if later, the date upon which this Base
Prospectus has been most recently supplemented or that any other information supplied in connection with the
Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same.
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This Base Prospectus may only be used for the purposes for which it has been published. The distribution of
this Base Prospectus and any Final Terms and the offering, sale and delivery of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any Final Terms
comes are required by the Issuer and the Dealers to inform themselves about and to observe any such
restrictions. None of the Issuer, the Dealers or the Arranger or any of their respective affiliates (including
parent companies) represents 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 assumes any responsibility for facilitating
any such distribution or offering. For a description of certain restrictions on offers, sales and deliveries of
Notes and on the distribution of this Base Prospectus or any Final Terms and other offering material relating
to the Notes, see "Subscription and Sale". In particular, Notes have not been and will not be registered under
the United States Securities Act of 1933 (as amended) (the "Securities Act") and are subject to U.S. tax law
requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United
States or to U.S. persons.
PRIIPs / IMPORTANT ­ EEA RETAIL INVESTORS - If the Final Terms 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 MiFID II; or (ii) a customer
within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the EEA may be unlawful under the PRIIPS Regulation.
PRIIPs / IMPORTANT ­ UK RETAIL INVESTORS - If the Final Terms in respect of any Notes includes
a legend entitled "Prohibition of Sales to UK Retail Investors", the Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of UK domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of
the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made
under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as
a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part
of UK domestic law by virtue of the EUWA. Consequently no key information document required by
Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the
UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET ­ The Final Terms in respect of any Notes
will include a legend entitled "MiFID II Product Governance" which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any
person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution channels. A determination will be made in
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relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU
Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer subscribing for any
Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any
of their respective affiliates will be a manufacturer for the purpose of the MIFID Product Governance Rules.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET - The Final Terms in respect of any Notes
will include a legend entitled "UK MiFIR 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 the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the 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 UK MiFIR Product Governance Rules,
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
UK MiFIR Product Governance Rules.
SALES TO CANADIAN INVESTORS - The Notes may be sold only to purchasers purchasing, or deemed
to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106
Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as
defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a transaction
not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if this Base Prospectus (including any amendment thereto) contains a
misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within
the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser
should refer to any applicable provisions of the securities legislation of the purchaser's province or territory
for particulars of these rights or consult with a legal advisor.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Notes and should not be considered as a recommendation by the Issuer, the Dealers or any of
their respective affiliates (including parent companies) that any recipient of this Base Prospectus or any Final
Terms should subscribe for or purchase any Notes. Each recipient of this Base Prospectus or any Final Terms
shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the
Issuer.
Neither the Issuer, the Arranger nor any of the Dealers nor any of their respective affiliates (including parent
companies) makes any representation as to the suitability of any Green Bonds, Social Bonds or Sustainability
Bonds (each as defined herein) to fulfil any green, social or sustainability criteria required by any prospective
investors. If any Green Bonds, Social Bonds or Sustainability Bonds will be admitted to listing (including the
listing or admission to trading thereof on any dedicated `green', `social', `sustainable' or other equivalently-
labelled segment of any stock exchange or securities market), no representation or assurance is given by the
Issuer, the Arranger or any of the Dealers nor any of their respective affiliates (including parent companies)
that such listing or admission satisfies any present or future investor expectations or requirements as regards
any investment criteria or guidelines with which such investor or its investments are required to comply.
Neither the Arranger or the Dealers nor any of their respective affiliates (including parent companies) have
undertaken, nor are they responsible for, any assessment of the eligibility criteria for Eligible Green Assets or
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Eligible Social Assets (each as defined herein), any verification of whether such projects meet such criteria or
the monitoring of the use of proceeds of any Green Bonds, Social Bonds or Sustainability Bonds (or amounts
equal thereto). Investors should refer to the Issuer's Sustainability Bond Framework (as defined herein) which
the Issuer may publish from time to time, any second party opinion delivered in respect thereof, and any
public reporting by or on behalf of the Issuer in respect of the application of the proceeds of any issue of
Green Bonds, Social Bonds or Sustainability Bonds for further information. Any such green, social or
sustainability framework and/or second party opinion and/or public reporting ­ which will be made available
in the "investor relations" section of the Issuer's website ­ will not constitute or form part of any offer or
invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities and will
not be incorporated by reference in this Base Prospectus, save in each case to the extent that any such
information is expressly included or incorporated by reference in this Base Prospectus, and neither the
Arranger nor any of the Dealers nor any of their respective affiliates (including parent companies) makes any
representation as to the suitability or contents thereof.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will
not exceed 15,000,000,000 and, for this purpose, any Notes denominated in another currency shall be
translated into euro at the date of the agreement to issue such Notes, calculated in accordance with the
provisions of the Dealer Agreement (as defined under "Subscription and Sale"). The maximum aggregate
principal amount of Notes which may be outstanding at any one time under the Programme may be increased
from time to time, subject to compliance with the relevant provisions of the Dealer Agreement.
Notes issued pursuant to the Programme may also be rated or unrated. Where an issue of Notes is rated, its
rating will be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell or hold
securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating
agency. Whether or not each credit rating applied for in relation to the relevant Series of Notes will be issued
by a credit rating agency established in the European Economic Area and registered under Regulation (EC)
No 1060/2009, as amended (the "EU CRA Regulation") or established in the United Kingdom and registered
under Regulation (EC) No 1060/2009 as it forms part of UK domestic law by virtue of the EUWA (the "UK
CRA Regulation" and, together with the EU CRA Regulation, the relevant "CRA Regulation") will be
disclosed in the relevant Final Terms. In general, European regulated investors are restricted under the EU
CRA Regulation and UK regulated investors are restricted under the UK CRA Regulation from using a credit
rating for regulatory purposes unless such rating is issued by a credit rating agency established in the EEA or
the United Kingdom and registered under the relevant CRA Regulation (and such registration has not been
withdrawn or superseded, subject to transitional provisions that apply in certain circumstances). Such general
restriction will also apply in the case of credit ratings issued by non-EEA credit rating agencies or non-UK
credit rating agencies, unless the relevant credit ratings are endorsed by an EEA-registered or UK- registered
credit rating agency or the relevant non-EEA (or non-UK) credit rating agency is certified in accordance with
the relevant CRA Regulation (and such endorsement or certification, as the case may be, has not been
withdrawn or suspended, subject to transitional provisions that apply in certain circumstances).
ESMA is obliged to maintain on its website, https://www.esma.europa.eu/supervision/credit-rating-
agencies/risk a list of credit rating agencies registered and certified in accordance with the EU CRA
Regulation.
In this Base Prospectus, unless otherwise specified, references to "EUR", "euro" or "" are to the single
currency introduced at the start of the third stage of European Economic and Monetary Union and as defined
in Article 2 of Council Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of the euro, as
amended. Unless otherwise specified or where the context requires, references to laws and regulations are to
the laws and regulations of Italy.
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This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may
apply, any offer of Notes in any Member State of the EEA (each, a "Member State") will be made pursuant
to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of
Notes and any offer of Notes in the UK will be made pursuant to an exemption under the UK Prospectus
Regulation from the requirement to publish a prospectus for offers of Notes. Accordingly any person making
or intending to make an offer in that Member State or the UK of Notes which are the subject of an
offering/placement contemplated in this Base Prospectus as completed by the relevant Final Terms or a
Drawdown Prospectus in relation to the offer of those Notes may only do so (i) in circumstances in which no
obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus
Regulation (or the UK Prospectus Regulation, as the case may be) or supplement a prospectus pursuant to
Article 23 of the Prospectus Regulation (or the UK Prospectus Regulation, as the case may be), in each case,
in relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent authority in
that Member State or, where appropriate, approved in another Member State and notified to the competent
authority in that Member State (or in the UK, as the case may be) and (in either case) published, all in
accordance with the Prospectus Regulation (or the UK Prospectus Regulation, as the case may be), provided
that any such prospectus has subsequently been completed by the relevant Final Terms or is a Drawdown
Prospectus which specifies that offers may be made other than pursuant to Article 3(2) of the Prospectus
Regulation (or the UK Prospectus Regulation, as the case may be) in that Member State (or in the UK as the
case may be), such offer is made in the period beginning and ending on the dates specified for such purpose in
such prospectus or final terms or drawdown prospectus, as applicable, and the Issuer has consented in writing
to its use for the purpose of such offer. Except to the extent sub-paragraph (ii) above may apply, neither the
Issuer nor any Dealer have authorised, nor do they authorise, the making of any offer of Notes in
circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement a prospectus
for such offer.
The Notes may not be a suitable investment for all investors
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in this
Base Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency
for principal or interest payments is different from the potential investor's currency;
(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Some Notes are complex financial instruments. Sophisticated institutional investors generally do not purchase
complex financial instruments as stand-alone investments. They purchase complex financial instruments as a
way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall
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portfolios. A potential investor should not invest in Notes which are complex financial instruments unless it
has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform under
changing conditions, the resulting effects on the value of the Notes and the impact this investment will have
on the potential investor's overall investment portfolio.
Furthermore, the conditions of the Notes are governed by English law or, as the case may be, Italian law, in
effect as of the date of this Base Prospectus, as specified in the relevant Final Terms. In the case of
Subordinated Notes governed by English law, the provisions concerning the status of such Subordinated
Notes will be governed by the laws of the Republic of Italy. No assurance can be given as to the impact of any
possible judicial decision or change to applicable law or administrative practice after the date of this Base
Prospectus.
Neither the Issuer, the Dealers, nor any of their respective affiliates (including parent companies) has or
assumes responsibility for the lawfulness of the acquisition of the Notes by a prospective investor in the
Notes, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if
different), or for compliance by that prospective investor with any law, regulation or regulatory policy
applicable to it.
The investment activities of certain investors are subject to legal investment laws and regulations, or review
or regulation by certain authorities. Each potential investor should consult its legal advisers to determine
whether and to what extent (i) Notes are legal investments for it, (ii) Notes can be used as collateral for
various types of borrowing and (iii) other restrictions apply to the purchase or pledge of any Notes. Financial
institutions should consult their legal advisors or the appropriate regulators to determine the appropriate
treatment of Notes under any applicable risk-based capital or similar rules.
Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures Act
2001 of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018
of Singapore (the "CMP Regulations 2018"), unless otherwise specified before an offer of Notes, the Issuer
has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the
Notes are `prescribed capital markets products' (as defined in the CMP Regulations 2018) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and
MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Certain figures included in this Base Prospectus have been subject to rounding adjustments; accordingly,
figures shown for the same category presented in different tables may vary slightly and figures shown as totals
in certain tables may not be an arithmetic aggregation of the figures which precede them.
STABILISATION
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR
DEALERS (IF ANY) NAMED AS THE STABILISING MANAGER(S) (THE "STABILISING
MANAGER(S)" (OR ANY PERSON ACTING ON BEHALF OF ANY STABILISING MANAGER(S))
IN THE APPLICABLE SUBSCRIPTION AGREEMENT, MAY OVER-ALLOT NOTES OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A
LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER
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 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
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