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Base Prospectus Ferrovie Dello Stato BASE PROSPECTUS FERROVIE DELLO STATO ITALIANE S.p.A. (incorporated with limited liability in the Republic of Italy) €7,000,000,000 Euro Medium Term Note Programme This Base Prospectus has been approved by the Central Bank of Ireland, as competent authority under Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"). The Central Bank of Ireland only approves this Base Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Regulation. This Base Prospectus comprises a Base Prospectus for the purposes of Article 8 of the Prospectus Regulation. Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") 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 Euronext Dublin (the "Official List") and trading on its regulated market (the "Regulated Market"). The Regulated Market is a regulated market for the purposes of Directive 2014/65/EU (as amended, "MiFID II"). Such approval relates only to the Notes which are to be admitted to trading on a regulated market for the purposes of MiFID II and/or which are to be offered to the public in any Member State of the European Economic Area (the "EEA"). 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. The Central Bank of Ireland only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or the quality of the Notes that are subject of this Prospectus. This Base Prospectus is valid for a period of twelve months from the date of approval. For the avoidance of doubt, the Issuer shall have no obligation to supplement this Base Prospectus after the end of its 12-month validity period. 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 in "Subscription and Sale", below, 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 €7,000,000,000 (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 S&P Global Ratings Europe Limited ("Standard & Poor's"). The Programme has been rated BBB by Fitch and BBB by Standard & Poor's. Each of Fitch and Standard & Poor's is established in the EEA and is registered under Regulation (EC) No. 1060/2009, as amended (the "CRA Regulation"). As such each of Fitch and Standard & Poor's 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. Notes issued under the Programme may be rated or unrated by a rating agency. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms and will not necessarily be the same as the rating assigned to the Programme by Fitch or Standard & Poor's. 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. Amounts payable under the Notes may be calculated by reference, inter alia, to EURIBOR or LIBOR, or such other reference rate as specified in the relevant Final Terms. As at the date of this Base Prospectus, ICE Benchmark Administration Limited (as administrator of LIBOR) and the European Money Markets Institute (as administrator of 247588-4-1-v16.0 47-40733201 EURIBOR) are included in the European Securities and Markets Authority's ("ESMA's") register of administrators under Article 36 of Regulation (EU) No. 2016/1011 (the "Benchmarks Regulation"). Joint Arrangers Crédit Agricole CIB Deutsche Bank J.P. Morgan UniCredit Bank Dealers Banca Akros S.p.A. – Gruppo Banco BPM Banca IMI Banco Bilbao Vizcaya Argentaria, S.A. Barclays Bayern LB BofA Securities 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 NatWest Markets Santander Corporate & Investment Banking SMBC Nikko Société Générale Corporate & Investment Banking UBI Banca UniCredit Bank 17 December 2019 247588-4-1-v16.0 - ii - 47-40733201 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
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