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Printmgr File Ferrari N.V. (Ferrari N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands, with its corporate seat in Amsterdam, the Netherlands) Admission to listing and trading on the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A. of common shares This prospectus (the Prospectus) is published in connection with the first admission to listing and trading on the Mercato Telematico Azionario (the MTA), organized and managed by Borsa Italiana S.p.A. (Borsa Italiana) of common shares in the share capital of Ferrari N.V. (Ferrari), having a nominal value of €0.01 each (the Common Shares). THIS PROSPECTUS IS NOT PUBLISHED IN CONNECTION WITH AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES BY OR ON BEHALF OF FERRARI OR ANY OF ITS AFFILIATES IN THE EUROPEAN ECONOMIC AREA OR ELSEWHERE. The admission to listing and trading on the MTA follows the separation of Ferrari and its subsidiaries (the Group) from Fiat Chrysler Automobiles N.V. (FCA). The separation occurred through a series of transactions and included (i) a restructuring of the Group, which established Ferrari’s predecessor, New Business Netherlands N.V., a public company with limited liability (naamloze vennootschap), renamed Ferrari N.V. on October 17, 2015 (NBNV), as the new holding company for the Ferrari business, (ii) the initial public offering of NBNV and offer and sale by FCA of 18,892,150 common shares in the share capital of NBNV, representing approximately 10 percent of the then issued and outstanding common shares of NBNV, and start of trading of such shares on the New York Stock Exchange (NYSE) on October 21, 2015 and (iii) the distribution, shortly prior to the date of this prospectus to holders of shares and certain mandatory convertible securities of FCA of FCA’s remaining ownership interest in NBNV through a series of corporate steps which were immediately followed by the merger of NBNV with and into FE New N.V., a public company with limited liability (naamloze vennootschap), renamed Ferrari N.V. effective on January 3, 2016 (FE New). As a consequence of such transactions (together, the Separation), FE New is the new holding company of the Ferrari business and FCA no longer holds an ownership interest in Ferrari. At the date of this Prospectus, 188,923,499 Common Shares and 56,497,618 special voting shares in the share capital of Ferrari, having a nominal value of €0.01 each (the Special Voting Shares and together with the Common Shares collectively referred to as the Shares) are issued and outstanding. Only the Common Shares shall be admitted to listing and trading on the MTA. For more information on the Special Voting Shares, see Chapter 10 “Description of Share Capital and Corporate Governance, section “Terms and Conditions of the Special Voting Shares”. On November 23, 2015, the application for the admission to listing and trading of the Common Shares on the MTA was submitted to Borsa Italiana S.p.A. Common Shares were admitted to listing on the MTA (with the ISIN code NL0011585146) through the formal notification of admission no. 8147 issued by Borsa Italiana S.p.A. on December 14, 2015. The trading of the Common Shares on the MTA is expected to commence on or about January 4, 2016. The Common Shares as to be traded on the MTA will be held through Monte Titoli S.p.A., the authorized CSD (Central Securities Depository) for centralized administration, settlement and ancillary services in the Italian market (Monte Titoli), as a participant of the Depository Trust Company, a United States financial services company providing clearing and settlement services to the financial markets (DTC). INVESTING IN THE SHARES INVOLVES RISKS. SEE CHAPTER 2 “RISK FACTORS” BEGINNING ON PAGE 11 OF THIS PROSPECTUS FOR A DESCRIPTION OF CERTAIN RISKS THAT SHOULD BE CAREFULLY CONSIDERED BEFORE INVESTING IN THE SHARES. This Prospectus has been approved by and filed with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, AFM). Ferrari has requested that the AFM provides the competent authority of Italy, the Italian Securities and Exchange Commission (Commissione Nazionale per le Società e la Borsa, Consob) and the European Securities and Markets Authority, with a certificate of approval attesting that this Prospectus constitutes a prospectus for the purposes of Article 3 of Directive 2003/71/EC of the European Parliament and of the Council, and amendments thereto (the Prospectus Directive) and has been prepared in accordance with chapter 5.1 of the Dutch Act on financial supervision (Wet op het financieel toezicht; the AFS) and the rules promulgated thereunder. This Prospectus is dated January 3, 2016 NOTICE TO PROSPECTIVE INVESTORS IN THE U.S. The Common Shares have not been recommended by any U.S. federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not determined the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense in the United States. The initial public offering of NBNV was registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act) by means of a registration statement on Form F-1 filed with the United States Securities and Exchange Commission—an agency of the United States federal government, with primary responsibility for enforcing U.S. federal securities laws and regulating the securities industry, the nation’s stock and options, exchanges, and other activities and organizations, including the electronic securities markets in the United States (the SEC)—on October 20, 2015. The prospectus which formed part of the aforementioned registration statement is dated October 20, 2015 (such prospectus hereinafter referred to as: the Form F-1). Certain parts of the Form F-1 are incorporated in this Prospectus by reference. The Form F-1 is available on Ferrari’s website (http://corporate.ferrari.com). Distribution of this Prospectus may, in certain jurisdictions, be subject to specific regulations or restrictions. Persons in possession of this Prospectus are urged to inform themselves of any such restrictions which may apply in their jurisdiction and to observe them. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Ferrari disclaims all responsibility for any violation of such restrictions by any person. CERTAIN DEFINED TERMS In this Prospectus, unless otherwise specified, the terms “we,” “our,” “us,” the “Group” and “Ferrari” refer to Ferrari N.V., individually or together with its subsidiaries, as the context may require. TABLE OF CONTENTS 1 SUMMARY .................................................................................................. 1 2 RISK FACTORS ........................................................................................... 11 3 IMPORTANT INFORMATION .......................................................................... 16 4 DIVIDEND POLICY....................................................................................... 23 5 CAPITALIZATION AND INDEBTEDNESS ........................................................... 24 6 SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA ............... 27 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS ............................................................................ 29 8 BUSINESS .................................................................................................. 60 9 BOARD OF DIRECTORS AND SENIOR MANAGEMENT ......................................... 83 10 DESCRIPTION OF SHARE CAPITAL AND CORPORATE GOVERNANCE ..................... 96 11 PRINCIPAL SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ................... 113 12 ADMISSION TO LISTING AND METHOD OF TRADING ........................................ 116 13 SHARES ELIGIBLE FOR FUTURE SALE ............................................................ 117 14 TAX CONSEQUENCES ................................................................................. 118 15 GENERAL INFORMATION ............................................................................ 142 16 DEFINITIONS ............................................................................................ 146 17 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS OF FERRARI N.V. ......... F-1 i 1 SUMMARY Summaries are made up of disclosure requirements known as ‘Elements’. These Elements are numbered in Sections A – E (A.1 – E.7). This summary contains all the Elements required to be included in a summary for this type of security and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary together with an indication that such Element is ‘not applicable’. Section A—Introduction and warnings A.1 Introduction and This summary should be read as an introduction to this Prospectus in connection warnings with the first admission to listing and trading on the Mercato Telematico Azionario (the MTA), organized and managed by Borsa Italiana S.p.A. (Borsa Italiana) of common shares in the share capital of Ferrari N.V. (Ferrari), having a nominal value of €0.01 each (the Common Shares). At the
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