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Autostrade Per L'italia S.P.A. (Incorporated As a Joint Stock

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Autostrade Per L'italia S.P.A. (Incorporated As a Joint Stock Autostrade per l’Italia S.p.A. (incorporated as a joint stock company in the Republic of Italy) €7,000,000,000 Euro Medium Term Note Programme Under the Euro Medium Term Note Programme described in this offering circular (the “Offering Circular”) (the “Programme”), Autostrade per l’Italia S.p.A. (“Autostrade Italia” or the “Issuer”) may, from time to time, subject to compliance with all applicable laws, regulations and directives, issue medium term debt securities in either bearer or registered form (respectively, “Bearer Notes” and “Registered Notes” and, together, the “Notes”). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €7,000,000,000 (or the equivalent in other currencies). The Notes may be issued on a continuing basis to one or more of the Dealers named below or any additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a “Dealer” and together, the “Dealers”). References in this Offering Circular to the relevant Dealer, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, shall be to all Dealers agreeing to subscribe for such Notes. This Offering Circular has been approved by the Central Bank of Ireland (the “Central Bank”), as competent authority under Directive 2003/71/EC (the “Prospectus Directive”) as amended (which includes the amendments made by Directive 2010/73/EU (the “2010 PD Amending Directive”). The Central Bank only approves this Offering Circular as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Such approval relates only to the Notes which are to be admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purposes of Directive 2004/39/EC or which are to be offered to the public in any Member State of the European Economic Area (each, a “Member State”). Application has been made to the Irish Stock Exchange for Notes issued under the Programme to be admitted to the Official List and trading on its regulated market. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of the Notes, the issue price of the Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under “Overview of the Programme”) of Notes issued under the Programme will be set out in final terms (the “Final Terms”) which, with respect to Notes to be listed on the Irish Stock Exchange, will be filed with the Central Bank. The Programme provides that Notes may be listed or admitted to trading on such other or further stock exchanges as may be agreed upon by and between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. Where Notes issued under the Programme are listed or admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive, such Notes will not have a denomination of less than €100,000 (or, in the case of Notes that are not denominated in euro, the equivalent thereof in such other currency). Investing in the Notes involves certain risks. For a discussion of these see the section entitled “Risk Factors” beginning on page 1. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any State or other jurisdiction of the United States, and the Notes may include Bearer Notes that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered or sold or, in the case of Bearer Notes, delivered in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (“Regulation S”) in the case of Registered Notes, or as defined in the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder in the case of Bearer Notes). See “Forms of the Notes” for a description of the manner in which Notes will be issued. Registered Notes are subject to certain restrictions on transfer. See “Subscription and Sale and Transfer and Selling Restrictions”. Autostrade Italia’s long-term debt is currently rated BBB+ by Standard & Poor’s Credit Market Services Europe Limited (“S&P”), A- by Fitch Italia S.p.A. (“Fitch”) and Moody’s Investors Service Ltd (“Moody’s”) rates Autostrade Italia Baa1. Each of Moody’s, S&P and Fitch is established in the European Union and registered under Regulation (EC) No.1060/2009 (as amended) (the “CRA Regulation”) and as such 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. Tranches of Notes to be issued under the Programme will be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the rating assigned to the Issuer or to Notes already issued. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Final Terms. Whether or not a rating in relation to any Tranche of Notes will be treated as having been issued by a credit rating agency established in the European Union and registered under the CRA Regulation will be disclosed in the relevant Final Terms. 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. Bearer Notes will be represented on issue by a temporary global note in bearer form (each a “Temporary Global Note”) or a permanent global note in bearer form (each a “Permanent Global Note” and, together with the Temporary Global Notes, the “Bearer Global Notes”). Registered Notes will be represented by registered certificates (each a “Certificate”, which term shall include where appropriate registered certificates in global form) (“Registered Global Notes”, and together with the Bearer Global Notes, the “Global Notes”), one Certificate being issued in respect of each registered Noteholder’s entire holding of Registered Notes of one Series (as defined under “Overview of the Programme” and “Terms and Conditions of the Notes”). Global Notes may be deposited on the Issue Date (as defined herein) with a common depositary or a common safekeeper (as applicable) on behalf of Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). The provisions governing the exchange of interests in Global Notes for other Global Notes are described in the section entitled “Forms of the Notes” of this Offering Circular. The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes set out herein (the “Conditions”), in which event a Drawdown Prospectus (as defined below), if appropriate, will be made available which will describe the effect of the agreement reached in relation to the Notes. Arrangers J.P. Morgan Mediobanca Dealers Banca IMI Banco Bilbao Vizcaya Argentaria, S.A. Barclays Bayerische Landesbank BNP PARIBAS Citigroup Crédit Agricole CIB Credit Suisse Deutsche Bank Goldman Sachs International J.P. Morgan Mediobanca MUFG Morgan Stanley Natixis Santander Global Corporate Banking Société Générale Corporate & Investment Banking The Royal Bank of Scotland UniCredit Bank The date of this Offering Circular is 27 October 2016. NOTICE TO INVESTORS This Offering Circular is a “base prospectus” in accordance with Article 5.4 of Directive 2003/71/EC (the “Prospectus Directive”) as amended (which includes the amendments made by Directive 2010/73/EU (the “2010 PD Amending Directive”)). The Issuer accepts responsibility for the information contained in this Offering Circular and, to the best of its knowledge (having taken all reasonable care to ensure that such is the case), the information contained in this Offering Circular 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 Offering Circular contains all information with respect to itself and its subsidiaries and affiliates taken as a whole (Autostrade Italia, together with its consolidated subsidiaries, the “Group”) and the Notes, which according to the particular nature of the Issuer and the Notes 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 the Notes and is (in the context of the Programme and the issue, offering and sale of the Notes) material, that the statements contained in it are in every material particular true and accurate and not misleading, that the opinions and intentions expressed in this Offering Circular are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions, that there are no other facts, the omission of which would, in the context of the issue and offering of the Notes, make any statement in this Offering Circular misleading in any material respect and that all reasonable enquiries have been made by the Issuer to ascertain such facts and to verify the accuracy of all such information and statements.
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