SUPPLEMENT DATED 30 AUGUST 2016 TO THE OFFERING CIRCULAR DATED 27 OCTOBER 2015

Autostrade per l’Italia S.p.A. (incorporated as a joint stock company in the Republic of )

€7,000,000,000 Euro Medium Term Note Programme

This offering circular supplement (the “Supplement”) is supplemental to and must be read in conjunction with the Offering Circular dated 27 October 2015 (the “Offering Circular”) prepared by Autostrade per l’Italia S.p.A. (“Autostrade Italia” or the “Issuer”) with respect to its €7,000,000,000 Euro Medium Term Note Programme (the “Programme”). Terms defined in the Offering Circular have the same meaning when used in this Supplement. References to titled sections in this Supplement are to the relevant sections of the Offering Circular.

This Supplement 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 to the extent that such amendments have been implemented in the relevant Member State of the European Economic Area). The Central Bank only approves this Supplement as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive.

The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.

This Supplement has been prepared pursuant to Article 16.1 of the Prospectus Directive.

This Supplement and the information incorporated by reference herein are available for viewing, and copies may be obtained from, the registered office of the Issuer and from the specified offices of the Paying Agent for the time being in London and Dublin.

With effect from the date of this Supplement, the Offering Circular shall be amended and supplemented in the manner described in this Supplement and each reference in the Offering Circular to “Offering Circular” shall be read and construed as a reference to the Offering Circular as amended and supplemented by this Supplement. To the extent that there is any inconsistency between (a) any statements in or incorporated by reference into this Supplement and (b) any statement in or incorporated by reference into the Offering Circular, the statements in this Supplement will prevail.

The purpose of this Supplement is to supplement the Offering Circular with: (i) a press release entitled “Board approves Autostrade per l’Italia group’s interim report for six months ended 30 June 2016”, which includes Autostrade Italia’s reclassified consolidated income statement, consolidated statement of comprehensive income, reclassified consolidated statement of financial position and consolidated statement of cash flows as at and for the six month period ended 30 June 2016; and (ii) recent developments in the Group’s business, including regarding the Issuer’s credit rating.

Save as disclosed in this Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the Offering Circular has arisen or been noted since the publication of the Offering Circular.

The credit ratings included or referred to in this Supplement have been issued by each of Standard & Poor’s Credit Market Services Europe Limited (“S&P”), Fitch Italia S.p.A. (“Fitch”) and Moody’s Investors Service Ltd (“Moody’s”). 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. Fitch is established in the European Union and is included in the list of credit rating agencies registered in accordance with Regulation (EC) No. 1060/2009 on Credit Rating Agencies as amended by Regulation (EU) No. 513/2011 (the “CRA Regulation”). This list is available on the ESMA website (http://www.esma.europa.eu/page/list-registered- and-certified-CRAs ) (last updated 1 December 2015).

The language of this Supplement is English. Certain legislative references and technical terms may have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law.

Any websites referred to herein do not form part of this Supplement.

DOCUMENTS INCORPORATED BY REFERENCE The following information has been filed with the Central Bank and shall be deemed to be incorporated by reference into the Offering Circular and shall supplement the section entitled “Incorporation by Reference” in the Offering Circular on page 26 thereof: (a) a press release entitled “Board approves Autostrade per l’Italia group’s interim report for six months ended 30 June 2016”1, available at: http://www.autostrade.it/en/investor-relations/comunicati-stampa- finanziari?p_p_id=comunicatiinvestor_WAR_comunicatiportlet&p_p_lifecycle=2&p_p_state =normal&p_p_mode=view&p_p_resource_id=downloadAttachment&p_p_cacheability=cach eLevelPage&p_p_col_id=column- 1&p_p_col_count=1&_comunicatiinvestor_WAR_comunicatiportlet_id=1367&_comunicatii nvestor_WAR_comunicatiportlet_jspPage=%2Fhtml%2Finvestor%2Fview.jsp&_comunicatii nvestor_WAR_comunicatiportlet_action=viewDetail&_comunicatiinvestor_WAR_comunicat iportlet_itemId=1002

1 Reference to “audited” on pages 2 and 11 of the press release is as a result of translation issues and should instead be taken to mean “limited review”.

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ADDITIONS TO THE OFFERING CIRCULAR

Credit rating On 23 May 2016, Fitch confirmed its ‘A-’ rating and stable rating outlook in respect of Autostrade Italia. On 21 July 2016, Moody’s confirmed its ‘Baa1’ rating and stable rating outlook in respect of Autostrade Italia. Recent Developments The information set out below shall supplement the section of the Offering Circular entitled “Business Description of the Group — Recent Developments” and shall be deemed to be incorporated in the Offering Circular in its entirety at page 63. Preliminary traffic figures for the six months ended 30 June 2016 Preliminary traffic figures for the network operated under concession by Autostrade Italia show growth of 3.7% in the first six months of 2016, compared with the same period of 2015. Issuer Substitution and Transfer The boards of directors of Autostrade Italia and Atlantia S.p.A. (“Atlantia”) on 10 July 2016 approved a plan to “ring fence” the debt of Autostrade Italia by 2025 via:

 under the seven series of notes issued in public syndicated transactions by Atlantia (the “Public Notes”) under its Euro 10,000,000,000 EMTN Programme guaranteed by Autostrade Italia (the “Atlantia Programme”), the substitution as issuer of Autostrade Italia in place of Atlantia as the principal debtor, and the provision of a guarantee by Atlantia (the “Issuer Substitution”); and

 under the six series of notes issued under the Atlantia Programme on a private placement basis (the “Private Notes”) the substitution as issuer of Autostrade Italia in place of Atlantia, the provision of a guarantee by Atlantia until 2025 and various amendments to the terms and conditions (the “Transfer”). In addition, if the Issuer Substitution and the Transfer are effected, Autostrade Italia and Atlantia propose to terminate the intra-group financing arrangements which were initially entered into in relation to the Public Notes and the Private Notes. In respect of the Public Notes, Atlantia intends to implement the Issuer Substitution pursuant to the terms of the relevant trust deeds of the Atlantia EMTN Programme. In respect of the Private Notes, the intention of Autostrade Italia and Atlantia is to execute the Transfer by way of amendments to each series of Private Notes. Atlantia would require the consent of the holder(s) of all series of Private Notes. In addition, Autostrade Italia and Atlantia propose to make various other changes to align the terms and conditions of the Private Notes more closely with those of the notes issued recently by Autostrade Italia under the Programme, including to the cross default provision. Therefore after 2025, if the Issuer Substitution and Transfer are implemented, “ring fencing” will have been achieved because: (i) all of the Public Notes will have matured; (ii) Atlantia will no longer guarantee any of the series of Private Notes; and (iii) the amendments to the terms and conditions of the Private Notes will permit Autostrade Italia to have the same terms and conditions across all series of notes, whether originally issued by Atlantia or Autostrade Italia.

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There can be no assurance that the Issuer Substitution or the Transfer will be completed in the manner set forth above or at all. The notes issued by Atlantia and distributed to Italian retail investors in 2012, which are due to mature in 2018, will not be affected by the Transfer or the Issuer Substitution. None of the notes issued by Autostrade Italia will be affected by the Transfer or the Issuer Substitution. Management The information set out below shall replace in its entirety the section of the Offering Circular entitled “Management — Board of Directors” at pages 75 and 76. The Board of Directors of Autostrade Italia (the “Board of Directors”) is composed of seven members. The current members of the Board of Directors were elected on 21 April 2016 and will hold office until the shareholders’ meeting called for the approval of the financial statements for the year ending 31 December 2016. The current members of the Board of Directors are as follows:

Name Title Age Fabio Cerchiai Chairman ...... 72 Giovanni Castellucci Chief Executive Officer ...... 57 Giuseppe Angiolini Director ...... 77 Massimo Bianchi Director ...... 60 Roberto Pistorelli Director ...... 63 Roberto Tomasi Director ...... 49 Antonino Turicchi Director ...... 51 ______As at 30 June 2016, the Group had no outstanding loans to members of the Board of Directors. Fabio Cerchiai. Chairman of Autostrade per l’Italia and Atlantia since April 2010. Born in Florence in 1944, Cavaliere del Lavoro (Order of Merit for Labor), he holds a degree in Business Administration from University of , “La Sapienza”. He began his career in , then he was appointed CEO and Deputy Chairman. He has held several top management positions at many leading Italian and international insurance companies. He was Chairman of INA Assitalia and of ANIA (the National Association of Insurance Companies). He is Chairman of UnipolSai; of Cerved Information Solutions; of SIAT and of ARCA insurance Group; he is Director of Edizione holding. Since 2011 he has been Professor at the Catholic University of the Sacred Heart of Milan - Faculty of Banking, Financial and Insurance Sciences. Giovanni Castellucci. Born in Senigallia (Ancona) on 23 July 1959, Giovanni Castellucci graduated in Mechanical Engineering from the Univeresity of Florence in 1984 before completing an MBA at SDA Bocconi in Milan. From 1988 to 1999 he worked for the Boston Consulting Group, a leading management consultancy firm, in Paris (until 1991) and then Milan (from 1991), where he became a partner responsible for Italian Customer Service and Pharma Practices. In January 2000 he was appointed Chief Executive Officer of the Barilla Group. In June 2001 he joined the Autostrade Group as General Manager. Since April 2005 he has been Chief Executive Officer of Autostrade per l’Italia, maintaining the position of General Manager of Autostrade, now Atlantia. He has served as Chief Executive Officer of Atlantia since 2006. Since November 2013 he has been director of Aeroporti di Roma. Giuseppe Angiolini Giuseppe Angiolini obtained a degree in Business Administration from Bocconi University in Milan in 1962. He has been enrolled in the Register of Statutory Auditors by Ministerial Decree No. 88 of 12/4/1995 and has been a Chartered Accountant since 1967. From 1964 to 1979 he was at Peat

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Marwick Mitchell & Co., covering a variety of roles, from Audit Assistant to Partner. From 1979 to 1988 he was Partner and Chairman of Peat Marwick Consulting (Italy) S.p.A. From 1988 to 1997 he was Partner and Chairman of KPMG S.p.A.; Senior Partner of KPMG Italia; Member of the Board of Directors of KPMG Europe and KPMG International. From 1997 to 2001 he was Partner of KPMG S.p.A. and Corporate Finance Partner of KPMG Advisory Italia. In 2001 he left KPMG having reached the age limits prescribed for partners and started his professional career as a Chartered Accountant. Since 2006 he has been Chairman of the Board of Statutory Auditors of FISIA Italimpianti S.p.A. Since 2008 he has been a member of the Board of Directors of Pellegrini S.p.A. Since 2011 he has been a member of the Board of Directors of Aeroporti di Roma S.p.A. Since April 2012 he has been Chairman of the Board of Statutory Auditors of UnipolSai Assicurazioni S.p.A. Massimo Bianchi. Massimo Bianchi has a degree in law from the University of Turin cum laude, enrolled with the bar in 1983 and subsequently qualified as an accountant in 1995. He works and has worked for a number of companies including M&G Finanziaria S.p.A., Ream SGR S.p.A. where he is the chairman of the board of statutory auditors, Permicro S.p.A., Liquigas S.p.A. and Fondazione Cassa di Risparmio di Torino. Previously he served as the president of the Province of Alessandria in 1994 and 1995. Roberto Pistorelli. Roberto Pistorelli has a degree in law from University of Padua cum laude. He obtained also a bachelor of laws (LL.B.) from University of Cambridge in 1978. He has been visiting fellow in the European University of Fiesole and author of articles about international and corporate law. He began his career at Group S.p.A. in legal affairs department and currently, he is a partner at Bonelli Erede Pappalardo law firm in Rome dealing with corporate issues, M&A transactions, joint ventures specialising in the energy sector and member of the Board of Directors of Gasplus S.p.A. Roberto Tomasi. In Autostrade per l’Italia since July 2015, he was born in 1967. He obtained a degree in Mechanical Engineering from the University of Padua, before completing an Executive Program Master at Harvard Business School; an International Executive Program at INSEAD and a Master in Finance and Project Control at SDA Bocconi. He began his career within FIAT Group, then he worked for GE-Nuovo Pignone and, from 1996 to June 2015, for Group, taking up a variety of increasingly senior management positions, gaining considerable experience in the international environment. Previously he held several responsibilities in the field of Engineering & Construction; Operations and Project Management, then, before joining Autostrade per l’Italia, he served as Head of Power Plants Development & Construction - Senior Vice President. He is director in some Group subsidiaries. Antonino Turicchi. Antonino Turicchi has a degree in economics and business from University “La Sapienza” of Rome. He obtained also a master’s degree in economics from University of Turin. From 1994 onwards, he has been official of the Ministry of Economy and Finance; in 1999, following his success in a public selection, he was promoted to officer in charge of securitisation and debt transactions, both domestic and international ones. He has also been General Manager of Cassa Depositi e Prestiti S.p.A and Municipality of Rome. He is currently Country President for Italy of Alstom Group and member of the Board of Directors of Alitalia S.p.A.

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