BASE PROSPECTUS FERROVIE DELLO STATO ITALIANE S.p.A. (incorporated with limited liability in the Republic of Italy) €4,500,000,000 Euro Medium Term Note Programme This Base Prospectus has been approved by the Central Bank of Ireland, as competent authority under Directive 2003/71/EC, as amended (the "Prospectus Directive"). The Central Bank of Ireland only approves this Base Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. This Base Prospectus comprises a Base Prospectus for the purposes of Article 5.4 of the Prospectus Directive. Application has been made to the Irish Stock Exchange for notes ("Notes") issued under the Euro Medium Term Note Programme described herein (the "Programme") within twelve months after the date hereof to be admitted to the Official List of the Irish Stock Exchange (the "Official List") and trading on its regulated market (the "Main Securities Market"). The Main Securities Market is a regulated market for the purposes of Directive 2004/39/EC (the "Markets in Financial Instruments Directive"). Such approval relates only to the Notes which are to be admitted to trading on a regulated market for the purposes of the Markets in Financial Instruments Directive and/or which are to be offered to the public in any Member State of the European Economic Area. The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer. Ferrovie dello Stato Italiane S.p.A. (the "Issuer" or "FS") may issue Notes under the Programme to one or more of the Dealers named on page 128 and any additional Dealer appointed under the Programme from time to time (each a "Dealer" and together the "Dealers"). References in this Base Prospectus to the "relevant Dealer" shall be, in the case of an issue of Notes to more than one Dealer, to the lead manager of such issue and, in the case of an issue of Notes to one Dealer, to such Dealer. Pursuant to the Programme, the Issuer may issue Notes denominated in any currency agreed with the relevant Dealer, subject to any applicable legal or regulatory restrictions. The Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer save that the minimum denomination of each Note will be €100,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency). The aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €4,500,000,000 (or its equivalent in other currencies calculated as described herein). As at the date of this Base Prospectus, the Issuer has the following ratings assigned to it: BBB by Fitch Italia S.p.A. ("Fitch") and BBB- by Standard & Poor's Credit Market Services Europe Limited ("Standard & Poor's"). The Programme has been rated BBB by Fitch Italia S.p.A. and BBB- by Standard & Poor's Credit Market Services Europe Limited. Each of Fitch Italia S.p.A and Standard & Poor's Credit Market Services Europe Limited is established in the EEA and is registered under Regulation (EC) No. 1060/2009, as amended (the "CRA Regulation"). As such each of Fitch Italia S.p.A and Standard & Poor's Credit Market Services Europe Limited is included in the list of credit ratings agencies published by the European Securities and Markets Authority on its website (at https://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. A security 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. Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer to fulfil their respective obligations under the Notes are discussed under "Risk Factors" below. Joint Arrangers Crédit Agricole CIB Deutsche Bank J.P. Morgan UniCredit Bank 212322-3-2-v14.0 - i - 47-40654132 Dealers Banca Akros S.p.A. – Gruppo Banco BPM Banca IMI Banco Bilbao Vizcaya Argentaria, S.A. Barclays Bayern LB BofA Merrill Lynch BNP PARIBAS Citigroup Commerzbank Crédit Agricole CIB Deutsche Bank Goldman Sachs International HSBC ING J.P. Morgan Mediobanca Morgan Stanley MPS Capital Services MUFG Natixis Société Générale Corporate & Investment Banking NatWest Markets SMBC Nikko Santander Global Corporate Banking UBI Banca UniCredit Bank 13 June 2017 212322-3-2-v14.0 - ii - 47-40654132 IMPORTANT NOTICES Responsibility for this Base Prospectus The Issuer accepts responsibility for the information contained in this Base Prospectus and any Final Terms and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Base Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. Subject as provided in the applicable Final Terms, the only persons authorised to use this Base Prospectus in connection with the issue of any Tranche of Notes are the persons named in the applicable Final Terms as the relevant Dealer(s). Final Terms/Drawdown Prospectus Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and Conditions of the Notes" (the "Conditions") as completed by a document specific to such Tranche called final terms (the "Final Terms") or in a separate prospectus specific to such Tranche (the "Drawdown Prospectus") as described under "Final Terms and Drawdown Prospectuses" below. Other relevant information This Base Prospectus must be read and construed together with any supplements hereto and with any information or document incorporated by reference herein and, in relation to any Tranche of Notes which is the subject of Final Terms, should be read and construed together with the relevant Final Terms. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such information being specified or identified in the relevant Drawdown Prospectus unless the context requires otherwise. 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 is (in the context of the Programme, 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, the issue, offering and sale of the Notes) not misleading in any material respect; and that all proper enquiries have been made to verify the foregoing. The Dealers expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Programme or to advise any investor in the Notes of any information coming to their attention. Unauthorised information No person has been authorised by the Issuer 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. Neither the Dealers nor the Paying Agents nor any of their respective affiliates have authorised the whole or any part of this Base Prospectus and none of them 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 amended or supplemented or that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the financial condition or trading position of the Issuer since the date thereof or, if later, the date upon which this Base Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is 212322-3-2-v14.0 - 1 - 47-40654132 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. Restrictions on distribution 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. 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".