AUTOSTRADA BRESCIA VERONA VICENZA PADOVA S.P.A

NOT FOR DISTRIBUTION IN THE UNITED STATES AUTOSTRADA BRESCIA VERONA VICENZA PADOVA S.p.A. (incorporated as a società per azioni under the laws of the Republic of Italy) €600,000,000 2.375 per cent. Senior Secured Notes due 20 March 2020 The issue price of the €600,000,000 2.375 per cent. Senior Secured Notes due 20 March 2020 (the “Notes”) of Autostrada Brescia Verona Vicenza Padova S.p.A. (the “Issuer” or the “Company”) is 100 per cent. of their principal amount. The Notes constitute obbligazioni pursuant to Articles 2410 et seq. of the Italian Civil Code. The Notes will bear interest from and including the Issue Date (as defined below) at the rate of 2.375 per cent. per annum, payable in arrear on 20 March in each year, commencing on 20 March 2016, all as more fully described in “Terms and Conditions of the Notes—Interest”. Interest payments to certain Noteholders may be subject to Italian substitute tax (imposta sostitutiva) as more fully described in “Terms and Conditions of the Notes—Taxation” and “Taxation—Italian Tax Treatment of the Notes”. Unless previously redeemed, repurchased or cancelled, the Notes will be redeemed at 100 per cent. of their principal amount on 20 March 2020. The Notes may be redeemed, in whole but not in part, at 100 per cent. of their principal amount plus interest, if any, to the date fixed for redemption at the option of the Issuer in the event of certain changes affecting taxation in the Republic of Italy. See Condition 6 (Redemption and Purchase). The Issuer may redeem all, but not some only, of the Notes at any time at a “make whole” premium. Noteholders will be entitled, following the occurrence of a Change of Control (as defined in the Terms and Conditions of the Notes (the “Conditions”)) to request the Issuer to redeem such Notes at 101 per cent. of their principal amount together with any accrued and unpaid interest (if any), all as more fully described in Condition 6.3 (Redemption and Purchase—Redemption at the Option of the Holders upon a Change of Control). The Notes will be secured on a senior secured basis by Security Interests (as defined in the Conditions) created pursuant to the following Security Documents (as defined in the Conditions): (i) a pledge over shares of the capital stock of the Issuer, other than the 19.5% of the Issuer’s capital stock that is already pledged to Cassa di Risparmio del Veneto S.p.A.; (ii) a “privilegio speciale” over movable present and future assets of the Issuer pursuant to Article 46, Paragraph 1-bis of Italian Legislative Decree No. 385 of 1 September 1993 as amended; (iii) a “privilegio generale” over movable present and future assets of the Issuer pursuant to Article 160 of Italian Legislative Decree No. 163 of 12 April 2006 as amended; (iv) a pledge over one or more bank accounts of the Issuer; and (v) any further security as from time to time determined by BNP Paribas Securities Services, Milan Branch (the “Security Agent”) (collectively, the “Transaction Security”). In certain circumstances BNP Paribas Trust Corporation UK Limited (the “Trustee”) may exercise Step-In Rights (as defined in the Conditions), and designate a company or corporation to substitute the Issuer under the Concession Agreement (as defined in Description of the Issuer—Overview), as set out in Condition 3.4 (Step-in Rights). This prospectus (the “Prospectus”) constitutes a prospectus for the purpose of Directive 2003/71/EC, as amended (including by Directive 2010/73/EU, to the extent that such amendments have been implemented in a relevant member state of the European Economic Area) (the “Prospectus Directive”). The Prospectus has been approved by the Central Bank of Ireland (the “Central Bank”), as competent authority under the Prospectus Directive. The Central Bank only approves this Prospectus 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. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on its regulated market. This Prospectus (together with the documents incorporated by reference herein) is available for viewing on the website of the Irish Stock Exchange. Investing in the Notes involves risks. For a discussion of these risks, see “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 any state securities laws and are subject to United States tax law requirements. The Notes are being offered only outside the United States by the Joint Lead Managers (as defined herein) in accordance with Regulation S under the Securities Act (“Regulation S”), and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, “U.S. persons”, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. For a description of further restrictions on offers and sales of the Securities, see “Subscription and Sale”. The Notes are expected to be rated BBB- (outlook stable) by Standard & Poor’s Credit Market Services Italy S.r.l. (“S&P”) and BB+ (outlook stable) by Fitch Italia S.p.A. (“Fitch”) on or about the Issue Date. Each of 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. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, supervision or withdrawal at any time by the assigning rating organization. The Notes will be in bearer form and in denominations of €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000 and will initially be in the form of a temporary global note (the “Temporary Global Note”), without interest coupons, which will be deposited on or around 20 March 2015 (the “Issue Date”) with a common safekeeper (the “Common Safekeeper”) for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg” and, together with Euroclear, the “Clearing Systems”). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note (the “Permanent Global Note”), without interest coupons, not earlier than 40 days after the Issue Date upon certification as to non-U.S. beneficial ownership. Interest payments in respect of the Notes cannot be collected without such certification. The Temporary Global Note and the Permanent Global Note (each a “Global Note”) will be issued in new global note (“NGN”) form. Ownership of the beneficial interests in the Notes will be shown on, and transfers thereof will be effected through, records maintained in book-entry form by the Clearing Systems and their respective participants. The Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Notes in definitive form in the denomination of €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000 with interest coupons attached. See “Summary of Provisions Relating to the Notes in Global Form”. Subject to the provisions contained in this Prospectus, the Notes are freely transferable. Global Coordinators and Joint Lead Managers Banca IMI UniCredit Bank Joint Lead Manager Morgan Stanley The date of this Prospectus is 19 March 2015 NOTICE TO INVESTORS The Issuer has confirmed that this Prospectus contains all information regarding the Issuer and its subsidiaries (together with the Issuer, the “Group”) and the Notes which is material; such information is true and accurate in all material respects and is not misleading in any material respect; any opinions, predictions or intentions expressed in this Prospectus on the part of the Issuer are honestly held or made and are not misleading in any material respect; this Prospectus does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in such context) not misleading in any material respect. The Issuer accepts responsibility for the information contained in this Prospectus and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus to the best of its knowledge is in accordance with the facts and contains no omission likely to affect its import. The Issuer has not authorised the making or provision of any representation or information regarding the Issuer or the Notes other than as contained in this Prospectus or as approved for such purpose by the Issuer. Any such representation or information should not be relied upon as having been authorised by the Issuer, the Trustee (as defined herein) or any of Banca IMI S.p.A., UniCredit Bank AG and Morgan Stanley & Co. International plc (the “Joint Lead Managers”). None of the Issuer or the Joint Lead Managers has authorised, nor do they authorise, the making of any offer of the Notes through any financial intermediary, other than offers made by the Joint Lead Managers which constitute the final placement of the Notes contemplated in this Prospectus.

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