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FERRARI NV (A Public Limited Liability Company Incorporated Under The FERRARI N.V. (a public limited liability company incorporated under the laws of the Netherlands) €700,000,000 0.250 per cent. Notes due 16 January 2021 Issue price: 99.557 per cent. The €700,000,000 0.250 per cent. Notes due 16 January 2021 (the Notes) will be issued by Ferrari N.V. (the Issuer) on 16 November 2017 (the Issue Date). The Notes will bear interest from the Issue Date at the rate of 0.250 per cent. per annum payable annually in arrear on 16 January each year, commencing on 16 January 2018. There will be a short first coupon from, and including, the Issue Date to, but excluding, 16 January 2018. Unless previously redeemed or purchased and cancelled, the Notes will be redeemed in full at their principal amount on 16 January 2021 (the Maturity Date). The Notes are subject to redemption, in whole but not in part, at their principal amount at the option of the Issuer at any time in the event of certain changes affecting taxation in the Netherlands and/or the Republic of Italy. See “Conditions of the Notes—Redemption and Purchase”. In addition, the Issuer will have the option to redeem in whole or in part the Notes at any time prior to the Maturity Date at a redemption price equal to 100 per cent. of their principal amount plus a “make-whole” premium, together with any accrued and unpaid interest in accordance with the provisions set out in “Conditions of the Notes—Redemption and Purchase—Make-whole Redemption by the Issuer”. This prospectus (the Prospectus) has been approved by the Central Bank of Ireland (the Central Bank) in its capacity as competent authority under the Prospectus Directive (as defined below). The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made for the Notes to be admitted to listing on the official list (the Official List) of the Irish Stock Exchange plc (the Irish Stock Exchange) and admitted to trading on the regulated market of the Irish Stock Exchange with effect from the Issue Date. References in this Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on the Irish Stock Exchange’s regulated market and have been admitted to the Official List of the Irish Stock Exchange. The Irish Stock Exchange’s regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and, subject to certain exceptions, may not be offered or sold within the United States. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act (Regulation S). The Notes 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 depositary 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), without interest coupons, on or after 26 December 2017 (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 “Summary of Provisions relating to the Notes while represented by the Global Notes”). An investment in Notes involves certain risks. Prospective investors should have regard to the factors described under the heading “Risk Factors” on page 1. Joint Lead Managers and Bookrunners BNP PARIBAS BofA Merrill Lynch Citigroup J.P. Morgan The date of this Prospectus is 14 November 2017. This Prospectus constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC, as amended (the Prospectus Directive), as implemented in Ireland by the Prospectus (Directive 2003/71/EC) Regulations 2005, as amended (the Prospectus Regulations). The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer (having taken all 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. The Issuer, having made all reasonable enquiries, confirms that this Prospectus contains all material information with respect to the Issuer and the Notes (including all information which, according to the particular nature of the Issuer and of the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer and of the rights attaching to the Notes), that the information contained or incorporated in this Prospectus is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Prospectus are honestly held and that there are no other facts the omission of which would make this Prospectus or any of such information or the expression of any such opinions or intentions misleading. The Issuer accepts responsibility accordingly. Neither the Joint Lead Managers (as described under “Subscription and Sale”, below) nor the Trustee 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 Joint Lead Managers or the Trustee as to the accuracy or completeness of the information contained or incorporated in this Prospectus or any other information provided by the Issuer in connection with the offering of the Notes. No Joint Lead Manager or the Trustee accepts any liability in relation to the information contained or incorporated by reference in this Prospectus or any other information provided by the Issuer in connection with the offering of the Notes or their distribution. No person is or has been authorised by the Issuer, or the Trustee 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 offering of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, any of the Joint Lead Managers or the Trustee. Neither this Prospectus nor any other information supplied in connection with the offering of 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, any of the Joint Lead Managers or the Trustee that any recipient of this Prospectus or any other information supplied in connection with the offering of the 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 Issuer. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes constitutes an offer or invitation by or on behalf of the Issuer any of the Joint Lead Managers or the Trustee to any person to subscribe for or to purchase any Notes. Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Offering of the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Joint Lead Managers and the Trustee 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 the Notes of any information coming to their attention. The Notes have not been and will not be registered under 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. For a further description of certain restrictions on the offering and sale of the Notes and on distribution of this document, see “Subscription and Sale” below. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the 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, the Joint Lead Managers and the Trustee do not represent that this Prospectus may be lawfully distributed, or that the Notes may be ii 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, the Joint Lead Managers or the Trustee which is intended to permit a public offering of the Notes or the 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, and neither this 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.
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