Obligation UnipolSai Assicurazioni SpA 6.375% ( XS2249600771 ) en EUR

UnipolSai Assicurazioni SpA

100 % ⇌

Italie

XS2249600771 ( en EUR )

6.375% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation UnipolSai Assicurazioni XS2249600771 en EUR 6.375%, échéance Perpétuelle

27/10/2025 ( Dans 168 jours )

UnipolSai Assicurazioni est une société italienne de premier plan dans le secteur des assurances, offrant une large gamme de produits d'assurance dommages et de vie, ainsi que des services financiers connexes.

L'Obligation émise par UnipolSai Assicurazioni SpA ( Italie ) , en EUR, avec le code ISIN XS2249600771, paye un coupon de 6.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

UNIPOLSAI ASSICURAZIONI S.p.A.

(incorporated with limited liability in the Republic of Italy)
Issue of 500,000,000 6.375 per cent. Perpetual Subordinated Fixed Rate Resettable Restricted Tier 1
Temporary Write-Down Notes
Issue Price: 100 per cent.
The 500,000,000 6.375 per cent. Perpetual Subordinated Fixed Rate Resettable Restricted Tier 1 Temporary Write-Down Notes (the Notes) will be
issued by UnipolSai Assicurazioni S.p.A. (the Issuer or UnipolSai, together with its subsidiaries, the Group). The Notes will constitute direct,
unsecured and subordinated obligations of the Issuer, as described in Condition 2 (Status of the Notes) in " Terms and Conditions of the Notes" and wil
be governed by, and construed in accordance with, Italian law, as described in Condition 18 (Governing Law and Submission to Jurisdiction) in " Terms
and Conditions of the Notes".
Unless previously redeemed or purchased and cancelled as provided in Condition 6 (Redemption and Purchase), the Notes shall become immediately
due and payable at their Prevailing Principal Amount (as defined in Condition 4 (Interest) in " Terms and Conditions of the Notes") only in case voluntary
or involuntary winding up proceedings are instituted in respect of the Issuer in accordance with (a) a resolution of the shareholders' meeting of the
Issuer; (b) any provision of the by-laws of the Issuer (currently the duration of the Issuer is set at 31 December 2050, although, if this is extended,
redemption of the Notes will be equivalently adjusted); or (c) any applicable legal provision, or any decision of any jurisdictional or administrative
authority. Noteholders have no right to require the Issuer to redeem or purchase the Notes at any time. The Issuer shall be entitled to redeem the Notes
only in accordance with the provisions specified in Condition 6 (Redemption and Purchase). The Issuer shall have the right, provided that the Conditions
for Redemption and Purchase (as defined in Condition 7 (Conditions for Redemption and Purchase) in " Terms and Conditions of the Notes") are met
at the relevant time, to redeem the Notes, in whole but not in part, on any Optional Redemption Date as further specified in Condition 6.3 (Redemption
at the option of the Issuer). In addition, the Issuer shall have the right, provided that the Conditions for Redemption and Purchase are met at the relevant
time, to redeem the Notes, in whole but not in part, following a Tax Event (as further specified in Condition 6.2 (Redemption for tax reasons)), a
Regulatory Event (as further specified in Condition 6.5 (Optional Redemption due to a Regulatory Event)) or a Rating Event (as further specified in
Condition 6.6 (Optional Redemption due to a Rating Event)) as well as in the event at least 80 per cent. of the Original Principal Amount (as defined in
Condition 4 (Interest) in " Terms and Conditions of the Notes") of the Notes has been purchased or redeemed by the Issuer (as further specified in
Condition 6.4 (Clean-Up Call Option)). Any Notes so redeemed by the Issuer shall be redeemed at their Prevailing Principal Amount together (to the
extent that such interest has not been cancelled in accordance with the Conditions) with interest accrued to (but excluding) the date of redemption.
The Notes will bear interest on their Prevailing Principal Amount, payable (subject to cancellation as described below) semi-annually in arrear on 27
April and 27 October in each year (each an Interest Payment Date), as follows: (i) in respect of the Interest Period from (and including) 27 October
2020 (the Issue Date) to (but excluding) 27 October 2030 (the First Reset Date) at the rate of 6.375 per cent. per annum, and (ii) in respect of each
Interest Period from (and including) the First Reset Date at the relevant Reset Rate (as defined in " Terms and Conditions of the Notes"). Further, during
the period of any Write-Down pursuant to Condition 8 (Principal Loss Absorption), as described below, interest will accrue on the Prevailing Principal
Amount of the Notes which shall be lower than the Original Principal Amount unless and until the Notes have subsequently been subject to Write-Up
in full.
Subject to Condition 3.2 (Mandatory Cancellation of Interest), the Issuer may, pursuant to Condition 3.1 (Optional Cancellation of Interest), on any
Interest Payment Date at its sole and absolute discretion elect to cancel payment of all (or some only) of the interest accrued to such Interest Payment
Date. In addition, if a Mandatory Cancellation Trigger has occurred with reference to an Interest Payment Date, the Issuer must cancel payment of all
of the interest accrued to such Interest Payment Date.
Any unpaid amounts of interest that have been cancelled pursuant to Condition 3.1 (Optional Cancellation of Interest) or Condition 3.2 (Mandatory
Cancellation of Interest) shall be irrevocably cancelled and shall not accumulate or be payable at any time thereafter and the Noteholders shall have no
right thereto. The Issuer may use the cancelled interest payments without restriction to meet its obligations as they fall due. The non-payment of any
interest on the Notes that has been cancelled pursuant to Condition 3.1 (Optional Cancellation of Interest) or Condition 3.2 (Mandatory Cancellation
of Interest) does not constitute an event of default of the Issuer, or any other breach of obligations under the Conditions or for any purpose, does not
impose any obligation on the Issuer to substitute the cancelled interest payment by a payment in any other form, and does not impose any other
restrictions on the Issuer.
Pursuant to Condition 8 (Principal Loss Absorption), upon the occurrence of a Trigger Event (as defined in Condition 8.1 (Trigger Event)), any
interest which is accrued and unpaid up to (and including) the Write-Down Effective Date (as defined in Condition 8.2 (Write-Down)) shall be
automatically cancelled and the Issuer shall unless Condition 8.3 (Waiver of Write-Down) applies without delay and without the need for
the consent of the Noteholders, write-down the Notes by reducing the Prevailing Principal Amount in the manner set out in Condition 8
(Principal Loss Absorption). A Write-Down (as defined herein) of the Notes, which may occur on one or more occasions, shall not constitute a
default or an event of default in respect of the Notes or a breach of the Issuer's obligations or duties or a failure to perform by the Issuer in
any manner whatsoever, and shall not entitle the Noteholders to petition for the insolvency or dissolution of the Issuer or to take any other

action. Following a Write-Down, the Issuer may, at its discretion, write-up the Prevailing Principal Amount of the Notes - up to a maximum of
the Original Principal Amount - by an amount corresponding to the relevant Write-Up Amount (as defined in Condition 8.4 (Write-Up)),
subject to the limits and the conditions set out in Condition 8.4 (Write-Up).
The Notes do not contain events of default.
This document in respect of the Notes (the Prospectus) constitutes a prospectus within the meaning of Article 6.3 of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the p ublic or admitted to
trading on a regulated market, and repealing Directive 2003/71/EC (as amended, the Prospectus Regulation). This Prospectus will be published in
electronic form together with all documents incorporated by reference on the website of the Luxembourg Stock Exchange (www.bourse.lu).
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF), as competent authority under the Prospectus
Regulation, to approve this Prospectus. The CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibil i t y
and consistency imposed by the Prospectus Regulation. Such approval should neither be considered as an endorsement of the Iss uer nor of the
quality of the securities that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in
the Notes. Application has also been made for the Notes to be admitted to the official list of the Luxembourg Stock Exchange and to trading
on the Regulated Market, which is a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU (MiFID
II). By approving this Prospectus, in accordance with Article 20 of the Prospectus Regulation, the CSSF does not engage in respect of the economic or
financial opportunity of the operation or the quality and solvency of the Issuer.
Amounts of interest payable under the Notes after the First Reset Date are calculated by reference to the annual mid-swap rate for euro swaps with a
term of five years which appears on Reuters screen " ICESWAP/ISDAFIX2" as of 11:00 a.m. (Central European time) on such Reset Determination
Date (as defined in the " Terms and Conditions of the Notes") which is provided by ICE Benchmark Administration Limited or by reference to EURIBOR
which is provided by the European Money Markets Institute. As at the date of this Prospectus, the ICE Benchmark Administration Limited and European
Money Markets Institute are included in the register of administrators maintained by the European Securities and Markets Authority (ESMA) under
Article 36 of the Regulation (EU) No. 2016/1011 (the Benchmarks Regulation).
The Notes are expected to be rated B1 by Moody's Deutschland GmbH (Moody's) and B+ by Fitch Ratings Ireland Limited (Fitch). Moody's and
Fitch are established in the European Union and are registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such,
Moody's and Fitch are included in the list of credit rating agencies published by the European Securities and Markets Authority on its websi te (at
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. A rating is not a recommendation to
buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating org anisation.
The Notes will be issued in new global note (NGN) form. The Notes will be in bearer form and will initially be represented by a temporary global note
(the Temporary Global Note), without interest coupons, which will be deposited on or about the Issue Date with a common safekeeper for Euroclear
Bank SA/NV (Euroclear) and Clearstream Banking, S.A. (Clearstream, Luxembourg). Interests in the Temporary Global Note will be exchangeable
for interests in a permanent global note (the Permanent Global Note and, together with the Temporary Global Note, the Global Notes) or Notes in
definitive form, without interest coupons, on or after 7 December 2020 (the Exchange Date), upon certification as to non-U.S. beneficial ownership.
Interests in the Permanent Global Note will be exchangeable for definitive Notes only in certain limited circumstances see " Overview of Provisions
relating to the Notes while in Global Form".
This Prospectus will be valid until the date of admission of the Notes on the Regulated Market. The obligation to supplement this Prospectus in the
event of significant new factors, material mistakes or material inaccuracies will not apply when the Prospectus is no longer valid. The validity of this
Prospectus ends upon expiration of 23 October 2021. An investment in the Notes involves certain risks. Prospective purchasers of the Notes should
ensure that they understand the nature of the Notes and the extent of their exposure to risks and that they consider the suitability of the Notes
as an investment in light of their own circumstances and financial condition. For a discussion of these risks see "Risk Factors" below. The Notes
are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to "retail clients"
(as defined under MiFID II) in the European Economic Area (EEA) and/or under the Product Intervention (Contingent Convertible
Instruments and Mutual Society Shares) Instrument 2015 published by the UK's Financial Conduct Authority. Potential investors should read
the whole of this document, in particular the "Risk Factors" set out on pages 10 to 40 and "Restrictions on Marketing, Sales and Resales to Retail
Investors" set out on pages 7 to 8.
MiFID II professionals/ECPs-only/No PRIIPs KID/FCA PI RESTRICTION Manufacturer target market (MiFID II product governance) is
eligible counterparties and professional clients only (all distribution channels). The target market assessment indicates that the Notes are
incompatible with the needs, characteristic and objectives of retail clients and accordingly the Notes shall not be offered o r sold to any retail
clients. No packaged retail and insurance-based investment products (PRIIPs) key information document (KID) has been prepared as the Notes
are not available to retail investors in the EEA or in the United Kingdom (UK).

Joint Lead Managers
BNP PARIBAS
IMI Intesa Sanpaolo
J.P. Morgan
Mediobanca

UniCredit Bank
The date of this Prospectus is 23 October 2020

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IMPORTANT INFORMATION
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge
of the Issuer (having taken al reasonable care to ensure that such is the case) the information contained in this
Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such
information.
This Prospectus is to be read in conjunction with al documents which are deemed to be incorporated herein
by reference (see "Documents Incorporated by Reference"), which documents form part of this Prospectus.
Other than in relation to the documents which are deemed to be incorporated by reference (see "Documents
Incorporated by Reference"), the information on the websites to which this Prospectus refers does not form
part of this Prospectus and has not been scrutinised or approved by the CSSF.
The Joint Lead Managers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made by the Joint Lead Managers named under
"Subscription and Sale" below or any of their respective affiliates and no responsibility or liability is accepted
by the Joint Lead Managers or by any of their respective affiliates as to the accuracy or completeness of the
information contained or incorporated in this Prospectus or of any other information provided by the Issuer in
connection with the Notes. No person is or has been authorised by the Issuer or the Joint Lead Managers to
give any information or to make any representation not contained in or not consistent with this Prospectus or
any other information supplied in connection with the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer or the Joint Lead Managers.
Neither this Prospectus nor any other information supplied in connection with the Notes (a) is intended to
provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the
Issuer, or the Joint Lead Managers that any recipient of this Prospectus or of any other information supplied
by the Issuer or such other information as is in the public domain in connection with the Notes should purchase
any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation
of the financial conditions and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this
Prospectus nor any other information supplied in connection with the issue of the Notes constitutes an offer or
invitation by or on behalf of the Issuer or the Joint Lead Managers to any person to subscribe for or to purchase
any Notes.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shal in any circumstances
imply that the information contained in it concerning the Issuer is correct at any time subsequent to its date or
that any other information supplied in connection with the Notes is correct as of any time subsequent to the
date indicated in the document containing the same. The Joint Lead Managers expressly do not undertake to
review the financial condition or affairs of the Issuer during the life of the Notes or to advise any investor in
any Notes of any information coming to their attention. Investors should review, inter alia, the documents
incorporated by reference into this Prospectus when deciding whether or not to purchase any Notes. Neither
the delivery of this Prospectus nor the offering, sale or delivery of any Note shal in any circumstances create
any implication 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 of this Prospectus.
This Prospectus does not constitute an offer to sel or the solicitation of an offer to buy 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 Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer and
the Joint Lead Managers do not represent that this 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 Issuer or the Joint Lead Managers
which is intended to permit a public offering of the Notes or distribution of this Prospectus in any jurisdiction
where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly,

3

and neither this Prospectus nor any advertisement or other offering material may be distributed or published
in any jurisdiction, except under circumstances that wil result in compliance with any applicable laws and
regulations. Persons into whose possession this Prospectus or any Notes may come must inform themselves
about, and observe, any such restrictions on the distribution of this Prospectus and the offering and sale of
Notes. In particular, there are restrictions on the distribution of this Prospectus and the offer or sale of Notes
in the United States (Regulation S), the UK, the EEA, the Republic of Italy, Switzerland and Singapore. For a
further description of certain restrictions on offers and sales of the Notes and on the distribution of this
Prospectus, see "Subscription and Sale".
The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the Securities
Act) and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be
offered, sold or delivered within the United States or to U.S. persons (as defined in the U.S. Internal
Revenue Code of 1986, as amended, and regulations thereunder). The Notes may be offered and sold
outside the United States to non-U.S. persons in reliance on Regulation S (Regulation S) under the
Securities Act. For a description of certain restrictions on offers, sales and deliveries of the Notes and
on the distribution of this Prospectus and other offering material relating to the Notes, see "Subscription
and Sale".
Notification under Section 309B of the Securities and Futures Act (Chapter 289) of Singapore, as
modified or amended from time to time (the SFA) - Solely in connection with its obligations under Section
309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore
(the CMP Regulations 2018), the Issuer has determined and hereby notifies al relevant persons (as defined
in Section 309A(1) of the SFA) of the classification of the Notes as 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).
Each prospective investor in the Notes must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes is fully
consistent with its financial needs, objectives and condition, complies and is fully consistent with al
investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable investment for
it, notwithstanding the clear and substantial risks inherent in investing in or holding the Notes.
A prospective investor may not rely on the Issuer, the Joint Lead Managers or any of their respective affiliates
in connection with its determination as to the legality of its acquisition of the Notes or as to the other matters
referred to above.
The Notes may not be a suitable investment for al investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own financial circumstances and investment
objectives, and only after careful consideration with their financial, legal, tax and other advisers. In particular,
each potential investor should:

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
Prospectus;

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 wil have on its
overal investment portfolio;

have sufficient financial resources and liquidity to bear al of the risks of an investment in the Notes,
including where the currency for principal or interest payments is different from the potential
investor's currency;

4

understand thoroughly the terms of the Notes and be familiar with the behaviour of financial markets;
and

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 applicable
risks.
The Notes are complex financial instruments. Sophisticated institutional investors general y 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 and appropriate addition of risk to their
overal 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 wil perform
under changing conditions, the resulting effects on the value of the Notes and the impact this investment wil
have on the potential investor's overal investment portfolio.
Each prospective investor should consult its own advisers as to legal, tax and related aspects in connection
with any investment in the Notes. An investor's effective yield on the Notes may be diminished by certain
charges such as taxes, duties, custodian fees on that investor on its investment in the Notes or the way in which
such investment is held.
A potential investor should not invest in the Notes unless it has the knowledge and expertise (either alone or
with a financial advisor) to evaluate how the Notes wil perform under changing conditions, the resulting
effects of the likelihood of cancel ation of Interest Amounts or a Write-Down on the market value of the Notes,
and the impact of this investment on the potential investor's overal investment portfolio.
PRESENTATION OF INFORMATION
Al references in this Prospectus to Euro, EUR, or euro are to the currency introduced at the start of the
third stage of European economic and monetary union pursuant to the Treaty establishing the European
Community, as amended.
Certain figures included in this 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.
Certain legislative references and technical terms have been cited in their original language in order that the
correct technical meaning may be ascribed to them under applicable law.
FORWARD-LOOKING STATEMENTS
This Prospectus, including, without limitation, any documents incorporated by reference herein, may contain
forward-looking statements, including (without limitation) statements identified by the use of terminology
such as "anticipates", "believes", "estimates", "expects", "intends", "may", "plans", "projects", "wil ", "would"
or similar words. These statements are based on the Issuer's current expectations and projections about future
events and involve substantial uncertainties. Al statements, other than statements of historical facts, contained
herein regarding the Issuer's strategy, goals, plans, future financial position, projected revenues and costs or
prospects are forward-looking statements. Forward-looking statements are subject to inherent risks and
uncertainties, some of which cannot be predicted or quantified. Future events or actual results could differ
material y from those set forth in, contemplated by or underlying forward-looking statements. The Issuer does
not undertake any obligation to publicly update or revise any forward-looking statements.
INDUSTRY AND MARKET DATA
Certain information regarding markets, market size, market share, market position, growth rates and other
industry data pertaining to the Issuer's and the Group's business contained in this Prospec tus consists of

5

estimates based on data reports compiled by professional organisations and analysts, on data from other
external sources, and on the Issuer's knowledge of sales and markets. In many cases, there is no readily
available external information (whether from trade associations, government bodies or other organisations) to
validate market-related analyses and estimates, requiring the Issuer to rely on internal y developed estimates.
In respect of information in this Prospectus that has been extracted from a third party, the Issuer confirms that
such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from
information published by third parties, no facts have been omitted which would render the reproduced
information inaccurate or misleading. Although the Issuer believes that the external sources used are reliable,
the Issuer has not independently verified the information provided by such sources.
ALTERNATIVE PERFORMANCE MEASURES
This Prospectus, and the documents incorporated by reference hereto, contains certain alternative performance
measures (APMs), complete with an explanation of the criteria used to construct them, in addition to the IFRS
financial indicators obtained directly from the audited consolidated financial statements of the Issuer for the
years ended 31 December 2019 and 2018 and from the unaudited consolidated interim financial report of the
Issuer for the six-month period ended 30 June 2020, each incorporated by reference into this Prospectus under
the section "Documents Incorporated by Reference", and which are useful to present the results and the
financial performance of the Group.
For information regarding the APMs, including an explanation of the criteria used to construct them, s ee the
sections headed "Alternative performance indicators" on page 19 of the audited consolidated financial
statements of the Issuer as at and for the year ended 31 December 2019 and on page 13 of the unaudited
consolidated interim financial report of the Issuer as at and for the six-month period ended 30 June 2020, each
incorporated by reference into this Prospectus.
The Issuer believes that these APMs provide useful supplementary information to investors and that they are
commonly used measures of financial performance complementary to, rather than a substitute for, IFRS
financial indicators, since they facilitate operating performance and cash flow comparisons from period to
period, time to time and company to company.
It should be noted that these financial measures are not recognised as a measure of performance or liquidity
under IFRS and should not be recognized as an alternative to operating income or net income or any other
performance measures recognised as being in accordance with IFRS.
These measures are not indicative of the historical operating results of the Group, nor are they meant to be
predictive of future results. Since al companies do not calculate these measures in an identical manner, the
Group's presentation may not be consistent with similar measures used by other companies. Therefore, undue
reliance should not be placed on such data.
STABILISATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, J.P. MORGAN SECURITIES PLC (IN ITS
CAPACITY AS JOINT LEAD MANAGER) MAY ACT AS STABILISATION MANAGER (THE
STABILISATION MANAGER) (OR PERSONS ACTING ON BEHALF OF THE STABILISATION
MANAGER) AND MAY OVER ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE 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 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 AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF
THE NOTES. SUCH STABILISING OR OVER-ALLOTMENT SHALL BE CONDUCTED IN
ACCORDANCE WITH ALL APPLICABLE LAWS, REGULATIONS AND RULES.

6

Restrictions on Marketing, Sales and Resales to Retail Investors
The Notes are complex financial instruments and are not a suitable or appropriate investment for al
investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or
guidance with respect to the offer or sale of securities such as the Notes to retail investors. In particular, in
June 2015, the UK Financial Conduct Authority published the Product Intervention (Contingent Convertible
Instruments and Mutual Society Shares) Instrument 2015 which took effect from 1 October 2015 (the PI
Instrument). Under the rules set out in the PI Instrument (as amended or replaced from time to time, the
PI Rules):
(a)
certain contingent write-down or convertible securities (including any beneficial interests therein),
such as the Notes, must not be sold to retail clients in the EEA; and
(b)
there must not be any communication or approval of an invitation or inducement to participate in,
acquire or underwrite such securities (or the beneficial interest in such securities) where that
invitation or inducement is addressed to or disseminated in such a way that it is likely to be received
by a retail client in the EEA (in each case, within the meaning of the PI Rules), other than in
accordance with the limited exemptions set out in the PI Rules.
In addition, (i) on 1 January 2018 the provisions of Regulation (EU) No. 1286/2014 on key information
documents for packaged and retail and insurance-based investment products (as amended or superseded,
the PRIIPs Regulation) became directly applicable in al EEA member states or in the UK and (i ) the
Markets in Financial Instruments Directive 2014/65/EU (as amended, MiFID II) was required to be
implemented in EEA member states or in the UK by 3 January 2018. Together, the PI Instrument, the PI
Rules, the PRIIPs Regulation and MiFID II are referred to as the Regulations.
The Regulations set out various obligations in relation to: (i) the manufacture and distribution of financial
instruments; and (i ) the offering, sale and distribution of packaged retail and insurance-based investment
products and certain contingent write down or convertible securities, such as the Notes.
Potential investors in the Notes should inform themselves of, and comply with, any applicable laws,
regulations or regulatory guidance with respect to any resale of the Notes (or any beneficial interests
therein), including the Regulations.
The Joint Lead Managers (and/or their affiliates) are required to comply with some or al of the Regulations.
By purchasing, or making or accepting an offer to purchase, any Notes (or a beneficial interest in such
Notes) from the Issuer and/or the Joint Lead Managers, each prospective investor wil be deemed to
represent, warrant, agree with and undertake to the Issuer and the Joint Lead Managers that:
(a)
it is not a retail client in any EEA jurisdiction or in the UK (as defined in MiFID II);
(b)
whether or not it is subject to the Regulations, it has not and wil not (i) sel or offer the Notes (or
any beneficial interests therein) to any retail clients (as defined in MiFID II) in Italy or any other
EEA jurisdiction or in the UK, (i ) communicate (including by the distribution of the preliminary
Prospectus or the final Prospectus relating to the Notes) or approve any invitation or inducement to
participate in, acquire or underwrite the Notes (or any beneficial interests therein) where that
invitation or inducement is addressed to or disseminated in such a way that it is likely to be received
by any retail client in any EEA jurisdiction or in the UK (within the meaning of MiFID II) or (i i)
do anything (including the distribution of this document) that would or might result in a retail client
in the EEA or in the UK buying or holding a beneficial interest in any Notes (in each case within
the meaning of MiFID II). In sel ing or offering the Notes or making or approving communications
relating to the Notes, it may not rely on the limited exemptions set out in the PI Rules;

7

(c)
it has and wil at al times comply with al applicable laws, regulations and regulatory guidance
(whether inside or outside the EEA or the UK) relating to the promotion, offering, distribution
and/or sale of the Notes (or any beneficial interests therein), including (without limitation) MiFID
II and any other applicable laws, regulations and regulatory guidance relating to determining the
appropriateness and/or suitability of an investment in the Notes (or any beneficial interests therein)
by investors in any relevant jurisdiction; and
(d)
it wil act as principal in purchasing, making or accepting any offer to purchase any Notes (or any
beneficial interest therein) and not as an agent, employee or representative of any of the Joint Lead
Managers.
Each prospective investor further acknowledges that:
(a) the identified target market for the Notes (for the purposes of the product governance obligations in
MiFID II) is eligible counterparties and professional clients; and
(b) no key information document (KID) under the PRIIPs Regulation has been prepared and therefore
offering or sel ing the Notes or otherwise making them available to any retail investor in the EEA or the
UK may be unlawful under the PRIIPs Regulation.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer and/or the
Joint Lead Managers, the foregoing representations, warranties, agreements and undertakings wil be given
by and be binding upon both the agent and its underlying client.
MIFID II product governance / Professional investors and ECPs only target market - Solely for the
purposes of each manufacturer`s product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in MiFID II; and (i ) al channels for distribution of the Notes to
eligible counterparties and professional clients are appropriate. Any person subsequently offering, sel ing
or recommending the Notes (a distributor) should take into consideration the manufacturers' target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturers ' target market
assessment) and determining appropriate distribution channels.
PRIIPs Regulation / Prohibition of sales to EEA and UK retail investors - The Notes are not intended
to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the EEA or in the UK. For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (i ) a
customer within the meaning of Directive (EU) 2016/97 (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 the PRIIPs Regulation for offering or sel ing the
Notes or otherwise making them available to retail investors in the EEA or in the UK has been prepared and
therefore offering or sel ing the Notes or otherwise making them available to any retail investor in the EEA
or in the UK may be unlawful under the PRIIPS Regulation.

8

TABLE OF CONTENTS

Page
Risk Factors................................................................................................................................. 10
Overview .................................................................................................................................... 41
Documents Incorporated by Reference............................................................................................. 52
Terms and Conditions of the Notes.................................................................................................. 56
Overview of Provisions relating to the Notes while in Global Form ...................................................... 90
Use of Proceeds............................................................................................................................ 93
Description of the Issuer ................................................................................................................ 94
Taxation.....................................................................................................................................100
Subscription and Sale ...................................................................................................................109
General Information.....................................................................................................................112

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RISK FACTORS
Any investment in the Notes is subject to a number of risks. Prior to investing in the Notes, prospective investors
should carefully consider risk factors associated with any investment in the Notes, the business of the Issuer
and the industry(ies) in which it operates together with all other information contained in this Prospectus,
including, in particular, the risk factors described below and any document incorporated by reference herein.
The Issuer believes that the following risk factors may affect its ability to fulfil its obligations under the Notes
and/or may have a negative impact on the price of the Notes resulting in a partial or total loss of the investment
of the Noteholders. Most of these factors are contingencies which may or may not occur and the Issuer is not
in a position to express a view on the likelihood of any such contingency occurring. In addition, factors which
are material for the purpose of assessing the market risks associated with the Notes are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the
Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with any
Notes may occur for other reasons which may not be considered significant risks by the Issuer, based on
information currently available to it, or which it may not currently be able to anticipate. Prospective investors
should also read the detailed information set out elsewhere in this Prospectus (including, without limitation,
any documents incorporated by reference herein) and reach their own views prior to making any investment
decision, based upon their own judgement and upon advice from such financial, legal and tax advisers as they
have deemed necessary.
References in these "Risk Factors" to the "Terms and Conditions" or the "Conditions" are to the Terms and
Conditions of the Notes appearing elsewhere in this Prospectus. Words and expressions defined in "Terms and
Conditions of the Notes" or elsewhere in this Prospectus have the same meaning in this section. Prospective
investors should read the entire Prospectus.
FACTORS THAT MAY AFFECT THE ISSUER'S ABILITY TO FULFIL ITS OBLIGATIONS
UNDER THE NOTES
The risks below have been classified into the following categories:
1. Risks relating to the market and macro-economic conditions and other emerging risks;
2. Financial and investment risks;
3. Risks relating to the Issuer's business activity;
4. Insurance risks;
5. Risks relating to the legal and regulatory environment.
1. RISKS RELATING TO THE MARKET AND MACRO-ECONOMIC CONDITIONS AND
OTHER EMERGING RISKS
Risks related to negative developments in economic and financial market conditions, whether on a national
or supranational basis
UnipolSai's businesses, financial position, capital position and results of operations are inherently subject to
global financial market fluctuations and economic conditions general y. A wide variety of factors negatively
impact economic growth prospects and contribute to high levels of volatility in financial markets (including in
currency exchange and interest rates). These factors include, among others, continuing concerns over
sovereign debt issuers, particularly in Europe; the stability and status quo of the European Monetary Union;
concerns about the Italian economy (which is the main market for the Group) which might have a material
adverse effect on UnipolSai's business and financial position, in light of the link between UnipolSai's credit

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