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EXOR S.P.A. (Incorporated in the Republic of Italy As a Joint Stock Company) €150,000,000 2.50 Per Cent

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EXOR S.P.A. (Incorporated in the Republic of Italy As a Joint Stock Company) €150,000,000 2.50 Per Cent EXOR S.p.A. (incorporated in the Republic of Italy as a joint stock company) €150,000,000 2.50 per cent. Notes due 8 October 2024 (to be consolidated and form a single series with the €500,000,000 2.50 per cent. Notes due 8 October 2024 issued on 8 October 2014) Issue price: 102.613 per cent. plus 76 days' accrued interest (in respect of the period from (and including) 8 October 2014 to (but excluding) 23 December 2014 The €150,000,000 2.50 per cent. Notes due 8 October 2024 (the New Notes, to be consolidated and form a single series with the €500,000,000 2.50 per cent. Notes due 8 October 2024 issued on 8 October 2014 (the Existing Notes and, together with the New Notes where the context so requires, the Notes)) are issued by EXOR S.p.A. (the Issuer or EXOR) and are intended to be consolidated and form a single series with the Existing Notes. The New Notes will bear interest from, and including, 8 October 2014 at the rate of 2.50 per cent. per annum, as described in Condition 4, and interest will be payable annually in arrear on 8 October in each year. The first payment of interest in respect of the Notes will be made on 8 October 2015. Unless previously redeemed or purchased and cancelled, the Issuer will redeem the Notes at their principal amount on 8 October 2024. The Notes are subject to redemption in whole, but not in part, at their principal amount, together with accrued interest, at the option of the Issuer at any time in the event of certain changes affecting taxes of the Republic of Italy (Italy). Noteholders may require the Issuer to redeem their Notes upon the occurrence of a Change of Control as described in Condition 6(3). If 85 per cent. or more in aggregate principal amount of Notes is redeemed as a result of the occurrence of such events, then the Issuer may redeem all the remaining Notes (see Condition 6). Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005, as amended (the Luxembourg Act) on prospectuses for securities to approve this document as a prospectus and to the Luxembourg Stock Exchange for the listing of the New Notes on the Official List of the Luxembourg Stock Exchange and admission to trading on the Luxembourg Stock Exchange’s regulated market. The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Luxembourg Act. References in this Prospectus to Notes or the New Notes being listed (and all related references) shall mean that such Notes or New Notes (as the case may be) have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been admitted to the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). The Existing Notes were rated “BBB+” by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies Inc. (S&P) and the New Notes are also rated “BBB+” by S&P. S&P is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such, S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (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 organisation. The New Notes will be issued in new global note (NGN) form and are intended to constitute eligible collateral for Eurosystem monetary policy, provided the other eligibility criteria are met. The New 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 prior to 23 December 2014 (the Closing Date and the Issue Date) with a common safekeeper for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, société anonyme (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 a date which is expected to be 2 February 2015 (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 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 4. Manager Morgan Stanley The date of this Prospectus is 19 December 2014. 2 TABLE OF CONTENTS Risk Factors 4 Important Information 13 Documents Incorporated by Reference 15 Conditions of the Notes 17 Overview of Provisions relating to the Notes while represented by the Global Notes 32 Use of Proceeds 35 Description of the Issuer 36 Taxation 86 Subscription and Sale 95 General Information 98 _______________________ 3 RISK FACTORS In purchasing New Notes, investors assume the risk that the Issuer may become insolvent or otherwise be unable to make all payments due in respect of the Notes. There is a wide range of factors which individually or together could result in the Issuer becoming unable to make all payments due in respect of the Notes. It is not possible to identify all such factors or to determine which factors are most likely to occur, as the Issuer may not be aware of all relevant factors and certain factors which it currently deems not to be material may become material as a result of the occurrence of events outside the Issuer's control. The Issuer has identified in this Prospectus a number of factors which could materially adversely affect its business and ability to make payments due under the Notes. In addition, factors which are material for the purpose of assessing the market risks associated with the Notes are also described below. Prospective investors should also read the detailed information set out elsewhere in this Prospectus and reach their own views prior to making any investment decision. Factors that may affect the Issuer’s ability to fulfil its obligations under the Notes Risks relating to the business, operations and profitability of the Issuer The Issuer is an investment company, and the composition of its investment portfolio may vary substantially from time to time. Maintaining long-term ownership in holdings and a flow of investments and divestments in new investment activities involves commercial risk, such as having a high exposure to a certain industry or an individual holding, changed market conditions for finding attractive investment candidates, or barriers that arise and prevent exit from a holding at the chosen time. The Issuer is an investment company without any significant operating business of its own and, accordingly, the Issuer’s financial condition depends upon the results of its investment activities, including the receipt of funds by other members of the Group (as defined in Condition 10(2)). The ability of the subsidiaries to make such payments (in the form of dividends and intercompany payments) depends on their economic performance and financial condition. No assurance can be given that the Issuer will receive adequate funding to maintain its financial condition. These factors could materially and adversely affect the Issuer’s ability to make payments on the Notes. Risks relating to acquisitions In contemplating its investments, the Issuer has to date focused on keeping its leverage within the ratings currently assigned to it. There is no assurance, however, that any current or future investments, if made, will not adversely impact on the Issuer’s financial position in the short and/or medium term and on its corporate credit rating. Risks relating to the Issuer’s investment portfolio The investment portfolio of the Issuer is continuously monitored and analysed by the Issuer, including through rights of corporate governance (e.g. board representation) and through constant dialogue with the companies’ management. However, regardless of the size of its investment, the Issuer does not directly intervene in the management of the companies and seeks to preserve their operational independence. No assurance can be given in relation to the future performance of the Issuer’s investment portfolio nor that the Issuer’s investment portfolio will not vary substantially from time to time nor that the 4 Issuer, given its nature as an investment company, will not increase its holdings in current investments or may not dispose in whole or in part of any of its investments, including any of its principal investment holdings (i.e. CNH Industrial, FCA and C&W), despite the classification of the investments contained in any corporate communication of the Issuer. Risks relating to the structure of the Group Generally, any claims in respect of indebtedness incurred, and guarantees issued, by a subsidiary, and claims of preference shareholders (if any) of such subsidiary, will rank prior to any claims of the creditors of its parent company (the Issuer) with respect to the assets and earnings of such subsidiary.
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