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W&C Standard Template 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 Italy) €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”. 2 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. 3 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
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