PROSPECTUS DATED 12 November 2013 EXOR S.P.A. (Incorporated In

PROSPECTUS DATED 12 November 2013

EXOR S.p.A. (incorporated in the Republic of Italy as a joint stock company) €200,000,000 3.375 per cent. Notes due 2020

Issue price: 99.053 per cent.

The €200,000,000 3.375 per cent. Notes due 2020 (the Notes) are issued by EXOR S.p.A. (the Issuer). Interest on the Notes is payable annually in arrear on 12 November in each year at the rate of 3.375 per cent. per annum, as described in Condition 4. Unless previously redeemed or purchased and cancelled, the Issuer will redeem the Notes at their principal amount on 12 November 2020. The Notes are subject to redemption in whole, but not in part, at their principal amount, together with accrued interest, at the option of the Issuer at any time in the event of certain changes affecting taxes of the Republic of Italy (Italy). Noteholders may require the Issuer to redeem their Notes upon the occurrence of a Change of Control as described in Condition 6(3). If 85 per cent. or more in aggregate principal amount of Notes is redeemed as a result of the occurrence of such events, then the Issuer may redeem all the remaining Notes (see Condition 6). Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005, as amended (the Luxembourg Act) on prospectuses for securities to approve this document as a prospectus and to the Luxembourg Stock Exchange for the listing of the Notes on the Official List of the Luxembourg Stock Exchange and admission to trading on the Luxembourg Stock Exchange’s regulated market. The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Luxembourg Act. References in this Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been admitted to the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). The Notes are rated “BBB+” by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies Inc. (S&P). S&P is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such, S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority on the website 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, suspension or withdrawal at any time by the assigning rating organisation. The Notes will be issued in new global note (NGN) form and are intended to constitute eligible collateral for Eurosystem monetary policy, provided the other eligibility criteria are met. The Notes will be in bearer form and will initially be represented by a temporary global note (the Temporary Global Note), without interest coupons, which will be deposited on or prior to 12 November 2013 (the Closing Date and the Issue Date) with a common safekeeper for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg). Interests in the Temporary Global Note will be

exchangeable for interests in a permanent global note (the Permanent Global Note and, together with the

Temporary Global Note, the Global Notes), without interest coupons, on or after a date which is expected to be 23 December 2013 (the Exchange Date), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable for definitive Notes only in certain limited circumstances (see “Overview of Provisions relating to the Notes while represented by the Global Notes”). An investment in Notes involves certain risks. Prospective investors should have regard to the factors described under the heading “Risk Factors” on page 6. Manager

Morgan Stanley

The date of this Prospectus is 12 November 2013.

This prospectus (the Prospectus) constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC, as amended (which includes the amendments made by Directive 2010/73/EU) (the Prospectus Directive) and for the purposes of the Luxembourg Act.

The Issuer accepts responsibility for the information contained in this Prospectus. 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 Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

In addition, the Issuer, having made all reasonable enquiries, confirms that this Prospectus contains or incorporates all material information with respect to the Issuer and the Notes (including all information which, according to the particular nature of the Issuer and of the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer and of the rights attaching to the Notes), that the information contained or incorporated by reference in this Prospectus is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Prospectus are honestly held and that there are no other facts the omission of which would make this Prospectus or any of such information or the expression of any such opinions or intentions misleading. The Issuer accepts responsibility accordingly.

This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference”). This Prospectus shall be read and construed on the basis that such documents are incorporated by reference in, and form part of, this Prospectus.

No person is or has been authorised by the Issuer or the Manager (as defined in “Subscription and Sale” below) to give any information or to make any representation not contained in or not consistent with this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer.

Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other information supplied in connection with the offering of the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Manager expressly does not undertake to review the financial condition or affairs of the Issuer during the life of the Notes or to advise any investor in the Notes of any information coming to its attention.

This document does not constitute an offer of, or an invitation by, or on behalf of, the Issuer or the Manager to subscribe for, or purchase, any of the Notes. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes constitutes an offer to sell, and may not be used for the purpose of an offer to sell or a solicitation of an offer to buy, the Notes by anyone in any jurisdiction or in any circumstances in which such an offer or solicitation is not authorised or is unlawful.

In particular, no action has been taken by the Issuer or the Manager which would permit a public offering of any Notes or distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Prospectus

and the offer or sale of Notes in the United States and the European Economic Area (including the United Kingdom and Italy) (see “Subscription and Sale”).

The Manager has not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Manager as to the accuracy or completeness of the information contained in this Prospectus or any other information provided by the Issuer in connection with the Notes or their distribution. The Manager accepts no liability in relation to the information contained or incorporated by reference in this Prospectus or any other information by the Issuer.

Neither this Prospectus nor any other information supplied in connection with the offering of the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer or the Manager that any recipient of this Prospectus or any other information supplied in connection with the offering of the Notes should purchase the Notes. Each investor contemplating purchasing the Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer.

The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to U.S. persons. For a further description of certain restrictions on the offering and sale of the Notes and on the distribution of this document, see “Subscription and Sale” below.

All references in this document to euro and € refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.

In connection with the issue of the Notes, Morgan Stanley & Co. International plc, acting as stabilising manager (the Stabilising Manager) (or persons acting on behalf of the Stabilising Manager) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the Issue Date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.

TABLE OF CONTENTS Risk Factors 6

Documents Incorporated by Reference 16

Conditions of the Notes 18

Overview of Provisions relating to the Notes while represented by the Global Notes 32

Use of Proceeds 35

Description of the Issuer 36

Taxation 84

Subscription and Sale 93

General Information 95

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RISK FACTORS

In purchasing Notes, investors assume the risk that the Issuer may become insolvent or otherwise be unable to make all payments due in respect of the Notes. There is a wide range of factors which individually or together could result in the Issuer becoming unable to make all payments due in respect of the Notes. It is not possible to identify all such factors or to determine which factors are most likely to occur, as the Issuer may not be aware of all relevant factors and certain factors which it currently deems not to be material may become material as a result of the occurrence of events outside the Issuer's control. The Issuer has identified in this Prospectus a number of factors which could materially adversely affect its business and ability to make payments due under the Notes.

In addition, factors which are material for the purpose of assessing the market risks associated with the Notes are also described below.

Prospective investors should also read the detailed information set out elsewhere in this Prospectus and reach their own views prior to making any investment decision.

Factors that may affect the Issuer’s ability to fulfil its obligations under the Notes

Risks relating to the business, operations and profitability of the Issuer

The Issuer is an investment company, and the composition of its investment portfolio may vary substantially from time to time. Maintaining long-term ownership in holdings and a flow of investments and divestments in new investment activities involves commercial risk, such as having a high exposure to a certain industry or an individual holding, changed market conditions for finding attractive investment candidates, or barriers that arise and prevent exit from a holding at the chosen time.

The Issuer is an investment company without any significant operating business of its own and, accordingly, the Issuer’s financial condition depends upon the results of its investment activities, including the receipt of funds by other members of the Group. The ability of the subsidiaries to make such payments (in the form of dividends and intercompany payments) depends on their economic performance and financial condition. No assurance can be given that the Issuer will receive adequate funding to maintain its financial condition. These factors could materially and adversely affect the Issuer’s ability to make payments on the Notes.

Risks relating to acquisitions

In contemplating its investments, the Issuer has to date focused on keeping its leverage within the ratings currently assigned to it. There is no assurance, however, that any current or future investments, if made, will not adversely impact on the Issuer’s financial position in the short and/or medium term and on its corporate credit rating.

Risks relating to the Issuer’s investment portfolio

The investment portfolio of the Issuer is continuously monitored and analysed by the Issuer, including through rights of corporate governance (e.g. board representation) and through constant dialogue with the companies’ management. However, regardless of the size of its investment, the Issuer does not directly intervene in the management of the companies and seeks to preserve their operational independence.

No assurance can be given in relation to the future performance of the Issuer’s investment portfolio nor that the Issuer's investment portfolio will not vary substantially from time to time nor that the

Issuer, given its nature as an investment company, may not dispose in whole or in part of any of its investments, including any of its principal investment holdings (i.e. CNH Industrial, FIAT and Cushman & Wakefield), despite the classification of the investments contained in any corporate communication of the Issuer.

Risks relating to the structure of the Group

Generally, any claims in respect of indebtedness incurred, and guarantees issued, by a subsidiary, and claims of preference shareholders (if any) of such subsidiary, will rank prior to any claims of the creditors of its parent company (the Issuer) with respect to the assets and earnings of such subsidiary. The subsidiaries have no obligations, contingent or otherwise, to pay any amounts due under the Notes or to make funds available to the Issuer to pay any amounts due under the Notes. The Notes, therefore, will be effectively subordinated to creditors (including trade creditors) and preference shareholders (if any) of the Issuer’s direct and indirect subsidiaries.

Risks relating to concentration of the Issuer’s shareholdings portfolio

As at 30 June 2013, the principal investment holdings of the Issuer in FIAT Industrial, FIAT and Cushman & Wakefield represented 57.3 per cent. of the Gross Asset Value of the Issuer at that date. In particular, FIAT Industrial represented 31.4 per cent., FIAT represented 20.5 per cent. and Cushman & Wakefield represented 5.4 per cent., in each case of the Gross Asset Value of the Issuer as at 30 June 2013. Other investments (including Almacantar, Juventus, Gruppo Banca Leonardo, Banijay Holding, The Economist Group, in addition to minor sundry investments) represented 4.6 per cent. of the Gross Asset Value. The remaining 38.1 per cent. is represented by financial investments, cash and cash equivalents and treasury stock.

The results reported by the above-mentioned principal investment holdings will continue to significantly influence the Issuer's results and any failure to achieve the objectives, or a review of these objectives by those holdings as a consequence, inter alia, of the deterioration of the financial and economic condition and of global market conditions, may have a prejudicial effect on the results of operations, balance sheet and financial results, the activity, strategies and prospects of the Group as well as the performance of the shares of the Issuer on the market.

Effective 29 September 2013, FIAT Industrial merged with CNH Global N.V. into CNH Industrial; for further information, refer to pages 52 and 53 below.

Risks associated with the general economic conditions

The Issuer’s earnings and financial position and those of its investment holdings (or the companies in which they invested) are particularly influenced by the general state of the economy in the countries in which they operate and by the variables which affect performance, including increases or decreases in gross national product, access to credit, the level of consumer and business confidence, the cost of raw materials and the rate of unemployment.

The complex global economic situation has negatively affected the earnings of the investment holdings. Currently, the weak economic state of affairs in Europe and, specifically, in Italy elicits a great deal of uncertainty over the industrial and economic future of the Eurozone; concerns persist regarding the overall global stability of the region and the suitability of the euro as a single currency. In particular, considerable attention is still being given to the sovereign debt of some countries in the European Union and their ability to cope with future financial commitments regardless of the actions taken by individual governments and the European and international monetary authorities to meet debt obligations and the risk of default.

In general, the sectors in which the investment holdings operate have historically been subject to highly cyclical demand and tend to reflect the overall performance of the economy, in certain cases even amplifying the effects of economic trends. Given the difficulty of predicting the magnitude and duration of economic cycles, there can be no assurances as to future trends in the demand for, or supply of, products and services sold by them in any of the markets in which they operate.

Moreover, the markets in which the Issuer’s investment holdings operate are exposed to variations in energy and raw material prices or a possible reduction in infrastructure investments.

Accordingly, particular circumstances could have a material adverse effect on the earnings, business prospects and financial position of the Issuer's investment holdings.

Risks relating to market conditions

The Issuer holds equity interest in both listed and unlisted companies. The value of investments in listed companies is based on the market prices of the listed companies. One of the methods used to value these shares in unlisted companies is based on multiples for comparable listed entities. Accordingly, the changing market prices and conditions may adversely influence the value of the Issuer’s assets. A sustained further fall in equity and/or bond markets or changes in interest or exchange rates may reduce the Issuer’s revenue significantly for a significant period. The Issuer’s expenses may not be reduced at the same rate as investment markets could fall, and if the Issuer was not able to manage its expenses effectively the Group could experience significant and sustained losses as a consequence.

Risks relating to the Issuer’s credit rating

The Issuer’s corporate credit rating is currently “BBB+” for long-term debt and “A-2” for short-term debt with a stable outlook from S&P. Its ability to access capital markets, and the cost of borrowing in those markets, is highly dependent on its credit ratings. The rating agencies may review their ratings for possible downgrades, and any downgrades would increase the Issuer’s cost of capital, potentially limiting its access to sources of financing, and could negatively affect its businesses.

Risks relating to pending legal proceedings

On 21 February 2006, the Italian Securities and Exchange Commission (Consob) served notice on Gianluigi Gabetti, Franzo Grande Stevens and Virgilio Marrone as well as on IFIL and Giovanni Agnelli e C. S.a.p.az., in respect of the commencement of proceedings under art. 187-septies of Legislative Decree no. 58 of 24 February 1998 (Testo Unico Finanza, or the TUF) based on the accusation that each of those individuals violated art. 187-ter, paragraph 1 (Market Manipulation) of the TUF in relation to the content of certain press releases published by IFIL and Giovanni Agnelli e C. S.a.p.az., on 24 August 2005 and that the companies violated the responsibility of entities pursuant to art. 187-quinquies of the TUF and joint responsibility of the companies for acts of their directors pursuant to art. 6, paragraph 3 of Law 689/1981.

The administrative proceedings brought by Consob against IFIL (to which EXOR has succeeded) led to the final and conclusive payment of a fine by IFIL of €1 million satisfying all pecuniary sanctions.

In the criminal proceedings relating to the same press releases, the Court of Appeal of Turin, in its decision issued on 21 February 2013, definitively and completely acquitted EXOR and Giovanni Agnelli e C. S.a.p.az., holding that the alleged criminal acts were not committed. Virgilio Marrone was also definitively and completely acquitted by the decision of the Italian Supreme Court of 20 June 2012. The judgments on the positions of Gianluigi Gabetti and Franzo Grande Stevens are still pending.

Furthermore, the Issuer is exposed to risks connected with the outcome of pending litigation for which it has set aside, where appropriate, specific risk provisions, including the disputes between the Issuer and the Alpitour Group which have arisen in the period subsequent to its sale. However, negative effects on the earnings and financial position of the Issuer connected with such risks cannot be excluded.

Risks relating to tax audits by the Italian Tax Authority

The Issuer is subject to income taxes in Italy and, in the ordinary course of business, can be subject to audits by the Italian tax authorities. Although the Issuer believes its tax estimates are reasonable, any final determination of tax audits and any related litigation could have a material adverse effect on its net income in the relevant period or periods.

As at the date hereof, in the ordinary course of business, the Issuer is undergoing an audit by the Italian tax authorities. No final decision has been notified as of the date of this Prospectus to the Issuer in respect of such audit and the Issuer cannot, therefore, predict the outcome thereof.

Risks relating to the sectors and markets in which the companies in which the Issuer owns shares participate

Through its principal investment holdings, the Issuer operates mainly in the sectors of agricultural and construction equipment, automobiles, trucks, commercial vehicles, buses, tractors, and real estate services. Consequently, the Issuer is exposed to the typical risks of the markets and sectors where its principal investment holdings operate.

In particular, the FIAT Group and the CNH Industrial Group principally operate in sectors which are historically subject to high criticality and are highly cyclical, such as the manufacturing and distribution of automobiles, agricultural and construction equipment, trucks and commercial vehicles, as well as components relating to such productions. The extent and duration of the diverse economic cycles are not easily foreseeable. Cyclicality in these sectors tends to reflect and in certain circumstances amplify the general economic trend. Therefore, any macro-economic event, such as a significant downturn in the main markets, financial market volatility, and the consequent deterioration of the capital markets, increases in the energy prices, fluctuations in commodity prices and other raw materials prices, unfavourable fluctuations in interest rates, inflation or exchange rates or changes in government policies (including environmental regulations) or infrastructure expenditures, which may have a negative impact on the operating sectors of the FIAT Group and the CNH Industrial Group, may have a significant negative effect on the prospects and activity of the FIAT Group and the CNH Industrial Group, as well as their results and financial position.

The Issuer may use derivatives to hedge against certain market risks.

Risks relating to the competitive environment

Through its holdings, the Issuer operates in businesses which are intensely competitive. The Issuer and its holding companies compete on the basis of a number of factors, including brand recognition, fund performance, transaction execution, its products and services, innovation, reputation and price. Many of the competitors have significant financial resources, experience and marketing strength, and may have the ability to offer a wide range of products and services and introduce innovative products or services, which may enhance their competitive position.

The Issuer’s historical consolidated financial and operating results may not be indicative of future performance

The Issuer’s historical consolidated financial and operational performance may not be indicative of the Issuer’s future operating and financial performance. There can be no assurance of the Issuer’s continued profitability in future periods.

Exposure to financial counterparty risk

The Issuer is exposed to financial institution counterparty risk and will continue to be exposed to the risk of loss if counterparty financial institutions fail or are otherwise unable to meet their obligations. Financial services institutions are inter-related as a result of trading, counterparty and other relationships. The Issuer has exposure to many different industries and counterparties and routinely executes transactions with counterparties in the financial industry, including clients, financial intermediaries, brokers and dealers, commercial banks and investment banks for its own account. Defaults by, or even the perceived creditworthiness or questioning of, one or more financial services institutions or the financial services industry generally, has led and may continue to lead to market- wide liquidity problems and could also lead to losses or defaults. The exact nature of the risks faced by the Issuer is difficult to predict and guard against in view of the severity of the global financial crisis and the fact that many of the related risks to the business are totally, or in part, outside of the control of the Issuer.

Risk relating to currency fluctuation and interest rate risks

Certain subsidiaries and certain companies in EXOR’s portfolio are based in non-Eurozone countries, such as the U.S. As the Group’s consolidated financial statements are presented in euro, the income statements of these subsidiaries are translated into euros using average exchange rates, and exchange rate fluctuations may affect the euro balance of the statements.

With respect to interest rate risk, as at 30 June 2013 approximately 100 per cent of the Group’s debt was fixed rate. However, no assurance can be given that the Issuer can maintain such percentage of fixed rate debt in the future. Changes in interest rates can, therefore, adversely affect the Group’s financial results due to higher interest expense.

Factors which are material for the purpose of assessing the market risks associated with the Notes

The Notes may not be a suitable investment for all investors

Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

(a) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Prospectus or any applicable supplement;

(b) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio;

(c) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including where the currency for principal or interest payments is different from the potential investor’s currency (see also “Risks relating to the market generally – Exchange rate risks and exchange controls”);

(d) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and

(e) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

The Notes contain an optional redemption feature, which is likely to limit their market value. During any period when the Issuer may elect to redeem the Notes, the market value of the Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period.

The Issuer may be expected to redeem the Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.

Risks relating to the Notes generally

Set out below is a brief description of certain risks relating to the Notes generally:

The conditions of the Notes contain provisions which may permit their modification without the consent of all investors

The conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.

The Notes may be subject to withholding taxes in circumstances where the Issuer is not obliged to make gross up payments and this would result in holders receiving less interest than expected and could significantly adversely affect their return on the Notes

Withholding under the EU Savings Directive

Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State or to certain limited types of entities established in that other Member State. However, for a transitional period, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories (including Switzerland) have adopted similar measures (a withholding system in the case of Switzerland). In April 2013, the Luxembourg Government announced its intention to abolish the withholding system with effect from 1 January 2015, in favour of automatic information exchange under the Directive.

The European Commission has proposed certain amendments to the Directive which may, if implemented, amend or broaden the scope of the requirements described above.

If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment, neither the

Issuer nor any Paying Agent (as defined in the Conditions of the Notes) nor any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. The Issuer is required to maintain a Paying Agent in a Member State that is not obliged to withhold or deduct tax pursuant to the Directive.

U.S. Foreign Account Tax Compliance Withholding may affect payments on the Notes

Whilst the Notes are in global form and held within the clearing systems, in all but the most remote circumstances, it is not expected that the new reporting regime and potential withholding tax imposed by Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 (FATCA) will affect the amount of any payment received by the clearing systems. However, FATCA may affect payments made to custodians or intermediaries in the subsequent payment chain leading to the ultimate investor if any such custodian or intermediary generally is unable to receive payments free of FATCA withholding. It also may affect payment to any ultimate investor that is a financial institution that is not entitled to receive payments free of withholding under FATCA, or an ultimate investor that fails to provide its broker (or other custodian or intermediary from which it receives payment) with any information, forms, other documentation or consents that may be necessary for the payments to be made free of FATCA withholding. Investors should choose the custodians or intermediaries with care (to ensure each is compliant with FATCA or other laws or agreements related to FATCA), provide each custodian or intermediary with any information, forms, other documentation or consents that may be necessary for such custodian or intermediary to make a payment free of FATCA withholding. The Issuer’s obligations under the Notes are discharged once it has paid the common safekeeper for the clearing systems (as bearer of the Notes) and the Issuer has therefore no responsibility for any amount thereafter transmitted through hands of the clearing systems and custodians or intermediaries. Prospective investors should refer to the section "Taxation – Foreign Account Tax Compliance Act."

The value of the Notes could be adversely affected by a change in English law or administrative practice

The conditions of the Notes are based on English law in effect as at the date of this Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of this Prospectus and any such change could materially adversely impact the value of any Notes affected by it.

Because the Global Notes are held on behalf of Euroclear and Clearstream, Luxembourg, investors will have to rely on their procedures for transfer, payment and communication with the Issuer

The Notes will be represented by the Global Notes except in certain limited circumstances described in the Permanent Global Note. The Global Notes will be deposited with a common safekeeper for Euroclear and Clearstream, Luxembourg. Except in certain limited circumstances described in the Permanent Global Note, investors will not be entitled to receive definitive Notes. Euroclear and Clearstream, Luxembourg will maintain records of the beneficial interests in the Global Notes. While the Notes are represented by the Global Notes, investors will be able to trade their beneficial interests only through Euroclear and Clearstream, Luxembourg.

While the Notes are represented by the Global Notes the Issuer will discharge its payment obligations under the Notes by making payments to or to the order of the common safekeeper for Euroclear and Clearstream, Luxembourg for distribution to their account holders. A holder of a beneficial interest in a Global Note must rely on the procedures of Euroclear and Clearstream, Luxembourg to receive payments under the Notes. The Issuer has no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the Global Notes.

Holders of beneficial interests in the Global Notes will not have a direct right to vote in respect of the Notes. Instead, such holders will be permitted to act only to the extent that they are enabled by Euroclear and Clearstream, Luxembourg to appoint appropriate proxies.

The Notes do not restrict the amount of debt which the Issuer may incur

The terms and conditions relating to the Notes do not contain any restriction on the amount of indebtedness which the Issuer and its Subsidiaries may from time to time incur. In the event of any insolvency or winding-up of the Issuer, the Notes will rank equally with the Issuer’s other unsecured senior indebtedness and, accordingly, any increase in the amount of the Issuer’s unsecured senior indebtedness in the future may reduce the amount recoverable by Noteholders. In addition, the Notes are unsecured and, save as provided in Condition 3, do not contain any restriction on the giving of security by the Issuer and its Consolidated Subsidiaries over present and future indebtedness. Where security has been granted over assets of the Issuer to secure indebtedness, in the event of any insolvency or winding-up of the Issuer, such indebtedness will rank in priority over the Notes and other unsecured indebtedness of the Issuer in respect of such assets. In relation to the assets and indebtedness of the Issuer’s subsidiaries, see also “Risks relating to the structure of the Group” above.

Early redemption of the Notes

The conditions of the Notes provide that the Issuer may, at its option, redeem all, but not some only, of the Notes at any time in the event of certain tax changes as described under Condition 6(2). In addition, the Issuer may also redeem all, but not some only, of the Notes under Condition 6(4). In the event of exercise of the above options by the Issuer, Noteholders may deem the repayment of the principal amount and the payment of any accrued interest thereon pursuant to Conditions 6(2) and 6(4) unsatisfactory. If the Issuer calls and redeems the Notes in the circumstances mentioned above, the Noteholders may not be able to reinvest the redemption proceeds in securities offering a comparable yield.

Risks relating to the market generally

Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk:

An active secondary market in respect of the Notes may never be established or may be illiquid and this would adversely affect the value at which an investor could sell his Notes

The Notes are new securities which may not be widely distributed and for which there is currently no active trading market. If the Notes are traded after their initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market for similar securities, general economic conditions and the financial condition of the Issuer. Although applications have been made for the Notes to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and listed on the Official List, there is no assurance that an active trading market will develop, and if a market does develop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market.

If an investor holds Notes which are not denominated in the investor's home currency, he will be exposed to movements in exchange rates adversely affecting the value of his holding. In addition, the imposition of exchange controls in relation to any Notes could result in an investor not receiving payments on those Notes

The Issuer will pay principal and interest on the Notes in euro. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or

currency unit (the Investor’s Currency) other than the euro. These include the risk that exchange rates may significantly change (including changes due to devaluation of the euro or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the euro would decrease (a) the Investor’s Currency-equivalent yield on the Notes, (b) the Investor’s Currency-equivalent value of the principal payable on the Notes and (c) the Investor’s Currency-equivalent market value of the Notes.

Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate or the ability of the Issuer to make payments in respect of the Notes. As a result, investors may receive less interest or principal than expected, or no interest or principal.

Interest rate risks

Investment in the Notes, which bear a fixed rate of interest, involves the risk that if market interest rates subsequently increase above the rate paid on the Notes, this will adversely affect the value of the Notes. While the nominal interest rate of a security with a fixed interest rate is fixed during the life of such security or during a certain period of time, market interest rates typically change on a daily basis. As market interest rates change, the price of such security changes in the opposite direction. If market interest rates increase, the price of such security typically falls, until the yield of such security is approximately equal to the prevailing market interest rate. Conversely, if market interest rates fall, the price of a security with a fixed interest rate typically increases, until the yield of such security is approximately equal to the prevailing market interest rate. Investors should be aware that the market price of the Notes may fall as a result of movements in market interest rates.

Credit ratings assigned to the Notes may not reflect all the risks associated with an investment in those Notes

The Notes are rated “BBB+” by S&P. The ratings may not reflect the potential impact of all risks relating to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised, suspended or withdrawn by the rating agency at any time.

Legal investment considerations may restrict certain investments

The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (a) the Notes are legal investments for it, (b) the Notes can be used as collateral for various types of borrowing and (c) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the Notes under any applicable risk-based capital or similar rules.

In general, European regulated investors are restricted under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation) from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU and registered under the CRA Regulation (and such registration has not been withdrawn or suspended), subject to transitional provisions that apply in certain circumstances whilst the registration application is pending. Such general restriction will also apply in the case of credit ratings issued by non-EU credit rating agencies, unless the relevant credit ratings are endorsed by an EU-registered credit rating agency or the relevant non-EU rating agency is certified in accordance with the CRA Regulation (and such endorsement action or certification, as the case may be, has not been withdrawn or suspended). The list of registered and certified rating agencies published by the European Securities and Markets Authority

(ESMA) on its website in accordance with the CRA Regulation is not conclusive evidence of the status of the relevant rating agency included in such list, as there may be delays between certain supervisory measures being taken against a relevant rating agency and the publication of the updated ESMA list. Certain information with respect to the credit rating agencies and ratings is set out on the cover of this Prospectus.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents which have previously been published or are published simultaneously with this Prospectus and have been filed with the CSSF, shall be incorporated by reference in, and form part of, this Prospectus.

The information incorporated by reference that is not included in the cross-reference list below is considered to be additional information and is not required by the relevant schedules of Commission Regulation (EC) 809/2004.

Document Information incorporated by reference Page numbers

EXOR S.p.A. Audited Consolidated Financial Statements as at and for the Financial Year Ended 31 December 2012

Statement of Financial Position p.122 Income statement p.120 Statement of cash flows p.123 Explanatory notes pp. 128-232 Independent Auditors’ report pp. 234

EXOR S.p.A. Audited Consolidated Financial Statements as at and for the Financial Year Ended 31 December 2011

Statement of Financial Position p.130 Income statement p.128 Statement of cash flows p.131 Explanatory notes pp. 136 - 286 Independent Auditors’ report pp. 288 - 289

EXOR S.p.A. Unaudited Consolidated Financial Statements as at and for the Six Months ended at 30 June 2013 Statement of Financial Position p.40 Income statement p.38 Statement of cash flows p.41 Explanatory notes pp.46 - 82 Independent Auditors’ review report p.84

EXOR S.p.A. Unaudited Consolidated Financial Statements as at and for the Six Months ended 30 June 2012 Statement of Financial Position p.42 Income statement p.40 Statement of cash flows p.43 Explanatory notes pp. 48 - 94 Independent Auditors’ review report p.96

Document Information incorporated by reference Page numbers

Articles of Association of EXOR Whole document All S.p.A.

The Articles of Association of EXOR S.p.A. are incorporated by reference for information purposes only.

Following the publication of this Prospectus, a supplement may be prepared by the Issuer and approved by the CSSF in accordance with Article 16 of the Prospectus Directive. Statements contained in any such supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this Prospectus or in a document which is incorporated by reference in this Prospectus. Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Prospectus.

Copies of the documents incorporated by reference in this Prospectus can be obtained free of charge from the registered office of the Issuer, from the specified office of the Paying Agent for the time being in Luxembourg, from the specified office in Luxembourg of Deutsche Bank Luxembourg S.A. (the Luxembourg Listing Agent) and from the website of the Issuer, http://www.exor.com/?p=bilanci&s=investitori&sid=exor&lang=en and from the website of the Luxembourg Stock Exchange, www.bourse.lu.

CONDITIONS OF THE NOTES

The following (except for the paragraphs in italics) is the text of the Conditions of the Notes which (subject to modification) will be endorsed on each Note in definitive form (if issued):

The €200,000,000 3.375 per cent. Notes due 12 November 2020 (the Notes, which expression shall in these Conditions, unless the context otherwise requires, include any further notes issued pursuant to Condition 14 and forming a single series with the Notes) of EXOR S.p.A. (the Issuer) are issued subject to and with the benefit of an Agency Agreement dated 12 November 2013 (the Agency Agreement) made between the Issuer, Deutsche Bank AG, London Branch as fiscal agent and principal paying agent (the Fiscal Agent, which expression shall include its successor(s)) and any other paying agents appointed under the Agency Agreement (together with the Fiscal Agent, the Paying Agents, which expression shall include any successor or additional paying agent appointed from time to time in connection with the Notes).

The statements in these Conditions include overviews of, and are subject to, the detailed provisions of and definitions in the Agency Agreement. Copies of the Agency Agreement are available for inspection during normal business hours by the holders of the Notes (the Noteholders) and the holders of the interest coupons appertaining to the Notes (the Couponholders and the Coupons, respectively) at the specified office of the Fiscal Agent. The Noteholders and Couponholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Agency Agreement applicable to them. References in these Conditions to the Fiscal Agent and the Paying Agents shall include any successor appointed under the Agency Agreement.

1. FORM, DENOMINATION AND TITLE

(1) Form and Denomination

The Notes are in bearer form, serially numbered, in the denomination of at least €100,000, with Coupons attached on issue.

(2) Title

Title to the Notes and to the Coupons will pass by delivery.

(3) Holder Absolute Owner

The Issuer and any Paying Agent may (to the fullest extent permitted by applicable laws) deem and treat the holder of any Note or Coupon as the absolute owner for all purposes (whether or not the Note or Coupon shall be overdue and notwithstanding any notice of ownership or writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon) and shall not be required to obtain any proof thereof or as to the identity of such bearer.

2. STATUS OF THE NOTES

The Notes and the Coupons are direct, unconditional and (subject to the provisions of Condition 3) unsecured obligations of the Issuer and (subject as provided above) rank and will rank pari passu, without any preference among themselves, with all other outstanding unsecured and unsubordinated obligations of the Issuer, present and future, but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors’ rights.

3. NEGATIVE PLEDGE

(1) Negative Pledge

So long as any of the Notes remain outstanding, the Issuer shall not create or permit to subsist, and shall procure that none of its Consolidated Subsidiaries (as defined below) will create or permit to subsist, any mortgage, charge, lien, pledge or other security interest (each a Security Interest) in respect of any Relevant Indebtedness (as defined below) upon, or with respect to, any of its present or future business, undertakings, assets or revenues (including any uncalled capital) of the Issuer or any of its Consolidated Subsidiaries, unless the Issuer shall, in the case of the creation of a Security Interest, before or at the same time and, in any other case, promptly, take any and all action necessary to ensure that:

(a) all amounts payable by it under the Notes and the Coupons are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or

(b) such other Security Interest or other arrangement (whether or not it includes the giving of a Security Interest) is provided as shall be approved by an Resolution (as defined in the Agency Agreement) of the Noteholders.

(2) Interpretation

For the purposes of these Conditions:

Consolidated Subsidiary means, in relation to the Issuer, a Person which, for as long as any of the Notes remains outstanding, is consolidated line by line or proportionally in the Shortened Consolidated Financial Statements. Satisfaction of this condition will be determined by reference to the latest consolidated financial statements of the Issuer.

Person means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality.

Relevant Indebtedness means (a) any present or future indebtedness (whether being principal, premium, interest or other amounts) for or in respect of any notes, bonds, debentures, debenture stock, loan stock or other securities (but, for the avoidance of doubt, this shall not include prestito titoli) which are for the time being quoted, listed ordinarily, dealt in on any stock exchange, over-the-counter or other securities market, and (b) any guarantee or indemnity in respect of any such indebtedness.

Shortened Consolidated Financial Statements means the statement of financial position and income statement prepared by the Issuer (i) along with the annual consolidated financial statements and the half-year condensed consolidated financial statements of each year or (ii) comprising the quarterly consolidated data, in each case in which the financial holding companies have been consolidated line-by-line or proportionally and the investments in the operating subsidiaries and associates have been accounted for using the equity method.

Subsidiary means, in respect of any Person (the first Person) at any particular time, any other Person (the second Person):

(a) whose majority of votes in ordinary shareholders’ meetings of the second Person is held by the first Person; or

(b) in which the first Person holds a sufficient number of votes giving the first Person a dominant influence in ordinary shareholders’ meetings of the second Person; or

(c) which is under the dominant influence of the first Person by virtue of certain contractual relationships between the first Person and the second Person,

pursuant to the provisions of paragraphs 1 and 2 of Article 2359 of the Italian Civil Code.

4. INTEREST

(1) Interest Payment Dates

The Notes bear interest from and including 12 November 2013 at the rate of 3.375 per cent. per annum, payable annually in arrears on 12 November in each year (each an Interest Payment Date). The first payment (representing a full year’s interest) shall be made on 12 November 2014.

(2) Interest Accrual

Each Note will cease to bear interest from and including the due date for redemption unless payment of the principal in respect of the Note is improperly withheld or refused or unless default is otherwise made in respect of the payment. In such event, interest will continue to accrue until whichever is the earlier of:

(a) the date on which all amounts due in respect of such Note have been paid; and

(b) five days after the date on which the full amount of the moneys payable in respect of such Notes has been received by the Fiscal Agent and notice to that effect has been given to the Noteholders in accordance with Condition 12.

(3) Calculation of Broken Interest

When interest is required to be calculated in respect of a period of less than a full year, it shall be calculated on the basis of (a) the actual number of days in the period from and including the date from which interest begins to accrue (the Accrual Date) to but excluding the date on which it falls due divided by (b) the actual number of days from and including the Accrual Date to but excluding the next following Interest Payment Date.

5. PAYMENTS

(1) Payments in respect of Notes

Payments of principal, interest and premium (if any) in respect of each Note will be made against presentation and surrender (or, in the case of part payment only, endorsement) of the Note, except that payments of interest due on an Interest Payment Date will be made against presentation and surrender (or, in the case of part payment only, endorsement) of the relevant Coupon, in each case at the specified office outside the United States and its possessions of any of the Paying Agents.

(2) Method of Payment

Payments will be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by euro cheque.

(3) Missing Unmatured Coupons

Each Note should be presented for payment together with all relative unmatured Coupons, failing which the full amount of any relative missing unmatured Coupon (or, in the case of payment not being made in full, that proportion of the full amount of the missing unmatured Coupon which the amount so paid bears to the total amount due) will be deducted from the amount due for payment. Each amount so deducted will be paid in the manner mentioned above against presentation and surrender (or, in the case of part payment only, endorsement) of the relative missing Coupon at any time before the expiry of ten years after the Relevant Date (as defined in Condition 7) in respect of the relevant Note (whether or not the Coupon would otherwise have become void pursuant to Condition 9) or, if later, five years after the date on which the Coupon would have become due, but not thereafter.

(4) Payments subject to Applicable Laws

Payments in respect of principal, interest and premium (if any) on Notes are subject in all cases to (i) any fiscal or other laws and regulations applicable in the place of payment, but without prejudice to the provisions of Condition 7, and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the Code) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto.

(5) Payment only on a Presentation Date

A holder shall be entitled to present a Note or Coupon for payment only on a Presentation Date and shall not, except as provided in Condition 4, be entitled to any further interest or other payment if a Presentation Date is after the due date.

Presentation Date means a day which (subject to Condition 9):

(a) is or falls after the relevant due date;

(b) is a Business Day in the place of the specified office of the Paying Agent at which the Note or Coupon is presented for payment;

In this Condition, Business Day means, in relation to any place, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in that place and TARGET2 Settlement Day means any day on which the Trans-European Automated Real- Time Gross Settlement Express Transfer (TARGET2) System is open.

(6) Initial Paying Agents

The names of the initial Paying Agents and their initial specified offices are set out at the end of these Conditions. The Issuer reserves the right at any time to vary or terminate the appointment of any Paying Agent and appoint additional or other Paying Agents, provided that:

(a) there will at all times be a Fiscal Agent;

(b) there will at all times be at least one Paying Agent (which may be the Fiscal Agent) having a specified office in a European city which, so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that stock exchange so require, shall be Luxembourg;

(c) the Issuer undertakes that it will ensure that it maintains a Paying Agent (which may be the Fiscal Agent) in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive; and

(d) there will at all times be a Paying Agent (which may be the Fiscal Agent) in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.

Notice of any change in the Paying Agents or their specified offices will promptly be given to the Noteholders in accordance with Condition 12.

6. REDEMPTION AND PURCHASE

(1) Redemption at Maturity

Unless previously redeemed or purchased and cancelled as provided below, the Issuer will redeem the Notes at their principal amount on 12 November 2020.

(2) Redemption for Taxation Reasons

If:

(a) as a result of any change in, or amendment to, the laws or regulations of a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after 12 November 2013, on the next Interest Payment Date the Issuer would be required to pay additional amounts as provided or referred to in Condition 7; and

(b) the requirement cannot be avoided by the Issuer taking reasonable measures available to it,

the Issuer may, at its option, having given not less than 30 nor more than 60 days’ notice to the Noteholders in accordance with Condition 12 (which notice shall be irrevocable), redeem all the Notes, but not some only, at any time at their principal amount together with interest accrued to but excluding the date of redemption, provided that no notice of redemption shall be given earlier than 90 days before the earliest date on which the Issuer would be required to pay the additional amounts were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to

the Fiscal Agent a certificate signed by two directors of the Issuer stating that the requirement referred to in (a) above will apply on the next Interest Payment Date and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred and an opinion of independent legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of the change or amendment.

(3) Redemption at the Option of the Noteholders

(a) If a Change of Control occurs, then the Noteholders may, within 30 days of notice being given to the Noteholders in accordance with Condition 12 of the occurrence of a Change of Control, give to the Issuer through a Paying Agent not less than 15 nor more than 30 Business Days’ (as defined in Condition 5(5)) notice (a Put Notice) requiring the Issuer to redeem Notes held by such Noteholder. The Issuer will, upon the expiry of such Put Notice, redeem in whole (but not in part) the Notes which are the subject of the Put Notice on the relevant date. The Notes will be redeemed at a redemption price equal to 101 per cent. of their principal amount, together with interest accrued and unpaid to but excluding the date of redemption. The Issuer shall promptly notify the Noteholders in accordance with Condition 12 of a Change of Control.

(b) To exercise the right to require redemption of any Notes, the holder of the Notes must deliver at the specified office of the Paying Agent on any Business Day (as defined in Condition 5(5)), a duly signed and completed Put Notice in or substantially in the form set out in Schedule 4 of the Agency Agreement (and which may, if this Note is held in a clearing system, be any form acceptable to the clearing system delivered in any manner acceptable to the clearing system) obtainable from any specified office of any Paying Agent and in which the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition accompanied by such Notes or evidence satisfactory to the Paying Agent concerned that such Notes will, following the delivery of the Put Notice, be held to its order or under its control. A Put Notice given by a holder of any Note shall be irrevocable except where, prior to the due date of redemption, an Event of Default has occurred and is continuing, in which event such holder, at its option, may elect by notice to the Issuer to withdraw the Put Notice and instead to give notice that the Note is immediately due and repayable under Condition 10.

For the purposes of these Conditions:

a Change of Control is deemed to occur where any Person or Persons acting in concert (other than a Related Party or Related Parties) acquire(s) Control.

Control means acquiring (a) more than 50 per cent. of the issued ordinary share capital of the Issuer or (b) shares in the capital of the Issuer carrying more than 50 per cent. of the voting rights normally exercisable at an ordinary general meeting of the Issuer.

Related Party means (i) Giovanni Agnelli e C. S.a.p.az. or (ii) any Person directly or indirectly under the Control of Giovanni Agnelli e C. S.a.p.az.

(4) Redemption at the Option of the Issuer

If 85 per cent. or more in aggregate principal amount of the Notes have been redeemed under Condition 6(3)(a) above, the Issuer may, having given:

(a) not less than 15 nor more than 30 days’ notice to the Noteholders in accordance with Condition 12; and

(b) notice to the Fiscal Agent not less than 15 days before the giving of the notice referred to in (a) above,

(which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all (but not some only) of the remaining Notes on the following Interest Payment Date at their principal amount.

(5) Issuer Obliged to Redeem

Upon the expiry of any such notice as is referred to in Condition 6(2) or 6(4)(b), the Issuer shall be bound to redeem the Notes to which such notice applies at the relevant redemption amount specified in such Condition, together with interest accrued to the date fixed for redemption, in accordance with the terms of such paragraph.

(6) Purchases

The Issuer or any of its Subsidiaries (as defined above) may at any time purchase Notes (provided that all unmatured Coupons appertaining to the Notes are purchased with the Notes) in any manner and at any price. If purchases are made by tender, tenders must be available to all Noteholders alike. The Issuer and its Subsidiaries shall have no obligation to cancel the Notes so purchased.

(7) Cancellation

All Notes which are redeemed will forthwith be cancelled (together with all unmatured Coupons attached to the Notes or surrendered with the Notes at the time of redemption). All Notes so cancelled and any Notes purchased and cancelled pursuant to Condition 6(6) above or surrendered therewith (together with all unmatured Coupons purchased therewith) shall be forwarded to the Fiscal Agent and cannot be reissued or resold.

7. TAXATION

All payments in respect of the Notes by or on behalf of the Issuer shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (Taxes) imposed or levied by or on behalf of any of the Relevant Jurisdictions, unless the withholding or deduction of the Taxes is required by law. In that event, the Issuer will pay such additional amounts as shall be necessary in order that the net amounts received by the Noteholders and Couponholders after the withholding or deduction shall equal the respective amounts which would have been receivable in respect of the Notes or, as the case may be, Coupons in the absence of the withholding or deduction; except that no such additional amounts shall be payable with respect to any Note or Coupon:

(a) presented for payment in the Republic of Italy; or

(b) presented for payment by or on behalf of a holder who is liable to the Taxes in respect of such Note or Coupon by reason of his having some connection with a Relevant Jurisdiction other than the mere holding of such Note or Coupon; or

(c) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by making a declaration or any other statement,

including but not limited to a declaration of residence or non-residence or other similar claim for exemption; or

(d) where such withholding or deduction is imposed on a payment to an individual or to certain limited types of entities and required to be made pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive; or

(e) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note and/or Coupon to another Paying Agent in a Member State of the European Union; or

(f) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Presentation Date (as defined in Condition 5(5)); or

(g) in relation to any payment or deduction of any interest, principal or other proceeds of any Note and/or Coupon on account of imposta sostitutiva pursuant to Italian Legislative Decree No. 239 of 1 April 1996 and any related implementing regulations (as the same may be amended or supplemented from time to time).

As used herein:

(i) Relevant Date means the date on which the payment first becomes due but, if the full amount of the money payable has not been received by the Fiscal Agent on or before the due date, it means the date on which, the full amount of the money having been so received, notice to that effect shall have been duly given to the Noteholders by the Issuer in accordance with Condition 12; and

(ii) Relevant Jurisdiction means the Republic of Italy or any political subdivision or any authority thereof or therein having power to tax or any other jurisdiction.

8. FINANCIAL INFORMATION

(1) Contents of Accounts

The Issuer shall procure that the financial statements of the Issuer are prepared in accordance with the requirements of law and with accounting principles generally accepted in its jurisdiction of incorporation consistently applied and that they present fairly the financial condition of the Issuer and its Consolidated Subsidiaries as at the dates on which they are prepared and the results of the operations of the Issuer and its Consolidated Subsidiaries in respect of the periods for which they are prepared.

(2) Notification of Change of Control

The Issuer shall, within five days of the occurrence of a Change of Control, notify Noteholders in accordance with Condition 12 of such Change of Control.

9. PRESCRIPTION

Notes and Coupons will become void unless claims in respect of principal and/or interest are made within periods of ten years (in the case of principal) and five years (in the case of

interest) from the Relevant Date in respect of the Notes or, as the case may be, the Coupons, subject to the provisions of Condition 5.

10. EVENTS OF DEFAULT

(1) Events of Default

The holder of any Note may give notice to the Issuer that the Note is, and it shall accordingly forthwith become, immediately due and repayable at its principal amount, together with interest accrued to the date of repayment, if any of the following events (Events of Default) shall have occurred and be continuing:

(a) if default is made in the payment of any principal or interest due in respect of the Notes or any of them and the default continues for a period of ten days; or

(b) if the Issuer fails to perform or observe any of its other obligations under the Conditions and (except in any case where the failure is incapable of remedy when no continuation or notice as is hereinafter mentioned will be required) the failure continues for the period of 30 days next following the service by any Noteholder on the Issuer of notice requiring the same to be remedied; or

(c) if (i) any Indebtedness for Borrowed Money (as defined below) of the Issuer or any Consolidated Subsidiary becomes due and repayable prematurely by reason of an event of default (however described); (ii) the Issuer or any Consolidated Subsidiary fails to make any payment in respect of any Indebtedness for Borrowed Money on the due date for payment (as extended by any originally applicable grace and/or remedy period); (iii) any security given by the Issuer or any Consolidated Subsidiary for any Indebtedness for Borrowed Money becomes enforceable; (iv) default is made by the Issuer or any Consolidated Subsidiary in making any payment due under any guarantee and/or indemnity given by it in relation to any Indebtedness for Borrowed Money of any other person (as extended by any originally applicable grace and/or remedy period), provided that no such event shall constitute an Event of Default where the Issuer or such Consolidated Subsidiary is contesting in good faith by, in the reasonable opinion of the Issuer, appropriate means its liability to make payment thereunder or unless the aggregate Indebtedness for Borrowed Money relating to all such events which shall have occurred and be continuing shall amount to at least €30,000,000 (or its equivalent in any other currency); or

(d) if any order is made by any competent court or resolution passed for the winding up or dissolution of the Issuer or any of its Consolidated Subsidiaries, save (i) on terms approved by an Resolution (as defined in the Agency Agreement) of Noteholders or (ii) for the purpose of and followed by a Permitted Reorganisation (as defined below); or

(e) (A) if the Issuer or any of its Consolidated Subsidiaries ceases or threatens to cease to carry on the whole or a substantial part of its business activities, save for (i) the purposes of reorganisation on terms approved by an Resolution (as defined in the Agency Agreement) of Noteholders or (ii) the purposes of a Permitted Reorganisation, as defined below, or (iii) any transaction under which all of the assets of the Issuer or any Consolidated Subsidiary are transferred, sold, assigned or contributed to a third party or parties (whether associated or not) for full consideration received by the Issuer or the Consolidated Subsidiary on an arm’s length basis or (iv) the payment of dividends (including extraordinary dividends) by the Issuer or any of its Consolidated Subsidiaries, or (B) if the Issuer or any of its

Consolidated Subsidiaries stops or threatens to stop payment of, or is unable to, or admits inability to, pay, its debts (or any class of its debts) as they fall due or is deemed unable to pay its debts pursuant to or for the purposes of any applicable law, or is adjudicated or found bankrupt or insolvent (for the purposes of this paragraph (e), substantial part of its business activities means a part of the relevant entity’s business which accounts for 20 per cent. or more of the Group assets of the Issuer or, as the case may be, the relevant Consolidated Subsidiary); or

(f) if (i) proceedings are initiated against the Issuer or any of its Consolidated Subsidiaries under any applicable bankruptcy, liquidation (other than a solvent liquidation), insolvency, composition, reorganisation or other similar laws or an application is made (or documents filed with a court) for the appointment of an administrative or other receiver, manager, administrator or other similar official, or an administrative or other receiver, manager, administrator or other similar official is appointed, in relation to the Issuer or any of its Consolidated Subsidiaries, or an encumbrancer takes possession in relation to the Issuer or any Consolidated Subsidiaries, or a distress, execution, attachment, sequestration or other process is levied, enforced upon, sued out or put in force against the Issuer or any of its Consolidated Subsidiaries; and (ii) in any such case (other than the appointment of an administrator) is not discharged, stayed or otherwise removed within 30 days (such period commencing, in the case of the Issuer or any Consolidated Subsidiary incorporated under Italian law, on the date of the first hearing of the relevant position or application); or

(g) if the Issuer or any of its Consolidated Subsidiaries (i) initiates or consents to judicial proceedings relating to itself under any applicable bankruptcy, liquidation (other than a solvent liquidation), insolvency, composition, reorganisation or other similar laws or (ii) other than in the ordinary course of its business, makes a conveyance or assignment for the benefit of, or enters into any composition or other arrangement with, its creditors generally (or any class of its creditors) or any meeting is convened to consider a proposal for an arrangement or composition with its creditors generally (or any class of its creditors) in respect of all or a material part of its debt; or

(h) if the Issuer repudiates its obligations in respect of the Notes or does or causes to be done any act or thing which evidences an intention to repudiate such obligations; or

(i) if at any time any act, condition or thing which is required to be done, fulfilled or performed in order (i) to enable the Issuer lawfully to enter into, exercise its rights under and perform the obligations expressed to be assumed by it under and in respect of the Notes; (ii) to ensure that those obligations are legal, valid, binding and enforceable; or (iii) to make the Notes and the Coupons admissible in evidence in the Republic of Italy is not done, fulfilled or performed; or

(j) if at any time it is or becomes unlawful for the Issuer to perform or comply with any or all of its obligations under or in respect of the Notes or any of the obligations of the Issuer thereunder are not or cease to be legal, valid and binding; or

(k) if any agency of any state shall seize, compulsorily acquire, expropriate or nationalise all or a material part of the assets or shares of the Issuer or any Consolidated Subsidiary and, in the case of a Consolidated Subsidiary, adequate compensation is not received by the owner of such assets or shares.

(2) Interpretation

For the purposes of this Condition:

(a) Group means the Issuer and its Subsidiaries.

(b) Indebtedness for Borrowed Money means any indebtedness (whether being principal, premium, interest or other amounts) for or in respect of (i) money borrowed; (ii) liabilities under or in respect of any acceptance or acceptance credit; or (iii) any notes, bonds, debentures, debenture stock, loan stock or other securities offered, issued or distributed whether by way of public offer, private placing, acquisition consideration or otherwise and whether issued for cash or in whole or in part for a consideration other than cash.

(c) Permitted Reorganisation means: (i) in respect of any Consolidated Subsidiary, an amalgamation, merger, reconstruction, reorganisation, transfer or contribution of assets or other similar transaction whilst solvent and whereby, to the extent that the relevant Consolidated Subsidiary is not a surviving entity, the whole or substantially the whole of the undertaking, property and assets of the relevant Consolidated Subsidiary are transferred to or otherwise vested in the Issuer or another of its Consolidated Subsidiaries; and (ii) in respect of the Issuer, an amalgamation, merger, reconstruction, reorganisation, transfer or contribution of assets or other similar transaction whilst solvent and whereby, to the extent that the Issuer is not a surviving entity, the resulting company is a Successor in Business of the Issuer.

(d) Successor in Business means, in relation to the Issuer, any company which, as the result of any amalgamation, merger, reconstruction, reorganisation, transfer or contribution of assets or other similar transaction: (i) beneficially owns the whole or substantially the whole of the undertaking, property and assets owned by the Issuer immediately prior thereto; and (ii) carries on, as a successor to the Issuer, the whole or substantially the whole of the business as a holding company carried on by the Issuer immediately prior thereto; and (iii) assumes by operation of law all then existing obligations of the Issuer (including, without limitation, all obligations under the Notes).

11. REPLACEMENT OF NOTES AND COUPONS

Should any Note or Coupon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Fiscal Agent, upon payment by the claimant of the expenses incurred in connection with the replacement and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Notes or Coupons must be surrendered before replacements will be issued.

12. NOTICES

(1) Notices to the Noteholders

All notices to the Noteholders will be deemed to be validly given if published in a leading English language daily newspaper published in London or such other English language daily newspaper of general circulation in London and, if and for so long as the Notes are listed on the Luxembourg Stock Exchange, a daily newspaper of general circulation in Luxembourg or on the website of the Luxembourg Stock Exchange: www.bourse.lu. It is expected that such publication will be made in the Financial Times in London, Luxemburger Wort or Tageblatt in Luxembourg. The Issuer shall also ensure that notices are duly published in a manner

which complies with the rules and regulations of any stock exchange on which the Notes are for the time being listed. Any such notice will be deemed to have been given on the date of the first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspapers.

(2) Notices from the Noteholders

Notices to be given by any Noteholder shall be in writing and given by lodging the same, together (in the case of any Note in definitive form) with the relative Note or Notes, with the Fiscal Agent or, if the Notes are held in a clearing system’s notices, may be given through the clearing system in accordance with the standard rules and procedures.

13. MEETINGS OF NOTEHOLDERS AND MODIFICATION

(1) Provisions for Meetings

In accordance with the rules of the Italian Civil Code, the Agency Agreement contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including, inter alia, the modification or abrogation by Resolution (as defined in the Agency Agreement) of any of these Conditions or the provisions of the Agency Agreement. The constitution of meetings and the validity of resolutions thereof shall be governed pursuant to the relevant provisions of the Italian Civil Code and, as long as the Issuer has its shares listed on a regulated market in Italy or another EU member country, also pursuant to Legislative Decree no. 58 of 24 February 1998 (as amended from time to time). Any such meeting may be convened by the Directors of the Issuer or the Noteholders’ Representative (as defined below) at their discretion and, in any event, upon the request of Noteholders holding not less than one-twentieth of the aggregate principal amount of the outstanding Notes. If the Directors of the Issuer or the Noteholders’ Representative default in convening such a meeting following such request or requisition by the Noteholders representing not less than one-twentieth in aggregate principal amount of the Notes outstanding, the same may be convened by decision of the competent Court upon request by such Noteholders. Every such meeting shall be held at such time and place as provided pursuant to Article 2363 of the Italian Civil Code. The quorum required at any such meeting for the valid constitution of the meeting will be (subject to compliance with mandatory laws, legislation, rules and regulations of Italy in force from time to time): (a) in the case of a first meeting, there are one or more persons present being or representing Noteholders holding at least one half of the aggregate principal amount of the outstanding Notes; (b) in the case of any adjourned meeting, there are one or more persons present being or representing Noteholders holding more than one third of the aggregate principal amount of the outstanding Notes; or (c) in the case of any adjourned meeting in third call or in case the meeting is called in single call, there are one or more persons present being or representing Noteholders holding at least one fifth of the aggregate principal amount of the outstanding Notes. The majority required to pass a resolution at any meeting (including any adjourned meeting or meeting called in single call) convened to vote on any Resolution (as defined in the Agency Agreement) will be (subject to compliance with mandatory laws, legislation, rules and regulations of Italy in force from time to time) one or more persons holding or representing at least two thirds of the aggregate principal amount of the Notes represented at the meeting; provided, however, that certain proposals, as set out in Article 2415 of the Italian Civil Code concerning amendments to the terms and conditions of the Notes (including, inter alia, any proposal to modify the maturity of the Notes or the dates on which interest is payable on them; to reduce or cancel the principal amount of, or interest on, the Notes; or to change the currency of payment of the Notes) may only be sanctioned by a resolution passed at a meeting of Noteholders (including any adjourned meeting) by one or more persons holding or representing the higher of (a) at least two thirds of the aggregate principal amount of the Notes represented at the meeting and (b) not less than one half of the

aggregate principal amount of the outstanding Notes. Any resolution duly passed at any such meeting shall be binding on all the Noteholders, whether present or not.

In accordance with the Italian Civil Code, a rappresentante comune, being a joint representative of Noteholders (the Noteholders’ Representative), subject to applicable provisions of Italian law, may be appointed in certain circumstances pursuant to Article 2417 of the Italian Civil Code in order to represent the Noteholders’ interest hereunder and to give effect to the resolutions passed at a meeting of the Noteholders. If the Noteholders’ Representative is not appointed by a meeting of such Noteholders, it shall be appointed by decree of the competent Court where the Issuer has its registered office at the request of one or more Noteholders or at the request of the Directors of the Issuer. The Noteholders’ Representative shall remain appointed for a maximum period of three years but may be reappointed again thereafter.

A Resolution (as defined in the Agency Agreement) passed at any meeting of the Noteholders will be binding on all Noteholders, whether or not they are present at the meeting, and on all Couponholders.

(2) Modification

The Fiscal Agent may agree, without the consent of the Noteholders or Couponholders, to any modification of any of these Conditions or any of the provisions of the Agency Agreement either (a) for the purpose of curing any ambiguity or of curing, correcting or supplementing any defective provision contained herein or therein or (b) in any manner which is not materially prejudicial to the interests of the Noteholders. Any modification shall be binding on the Noteholders and the Couponholders and, unless the Fiscal Agent agrees otherwise, any modification shall be notified by the Issuer to the Noteholders as soon as practicable thereafter in accordance with Condition 12.

14. FURTHER ISSUES

The Issuer may from time to time, without the consent of the Noteholders or Couponholders, create and issue further notes, having terms and conditions the same as those of the Notes, or the same except for the amount of the first payment of interest, which may be consolidated and form a single series with the outstanding Notes.

15. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

No person shall have any right to enforce any term or condition of this Note under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

16. GOVERNING LAW AND SUBMISSION TO JURISDICTION

(1) Governing Law

The Agency Agreement, the Notes and the Coupons and any non-contractual obligations arising out of or in connection with the Agency Agreement, the Notes and the Coupons are governed by, and will be construed in accordance with, English law.

(2) Jurisdiction of English Courts

(a) Subject to Condition 16.2(c) below, the English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with the Notes and the Coupons,

including any dispute as to their existence, validity, interpretation, performance, breach or termination or the consequences of their nullity and any dispute relating to any non- contractual obligations arising out of or in connection with the Notes and the Coupons (a Dispute) and accordingly each of the Issuer and any Noteholders or Couponholders in relation to any Dispute submits to the exclusive jurisdiction of the English courts.

(b) For the purposes of this Condition 16.2, the Issuer waives any objection to the English courts on the grounds that they are an inconvenient or inappropriate forum to settle any Dispute.

(c) To the extent allowed by law, the Noteholders and the Couponholders may, in respect of any Dispute or Disputes, take (i) proceedings in any other court with jurisdiction; and (ii) concurrent proceedings in any number of jurisdictions.

(3) Appointment of Process Agent

The Issuer hereby irrevocably and unconditionally appoints DLA Piper UK LLP at its registered office for the time being as its agent for service of process in any proceedings before the English courts in relation to any Dispute, and agrees that, in the event of such agent being unable or unwilling for any reason so to act, it will immediately appoint another person as its agent for service of process in England in respect of any Dispute. The Issuer agrees that failure by a process agent to notify it of any process will not invalidate service. Nothing herein shall affect the right to serve process in any other manner permitted by law.

The Issuer shall give notice of such appointment to the Noteholders as soon as practicable thereafter in accordance with Condition 12.

(4) Other Documents

The Issuer has in the Agency Agreement submitted to the jurisdiction of the English courts and appointed an agent in England for service of process, in terms substantially similar to those set out above.

OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE REPRESENTED BY THE GLOBAL NOTES

The following is a summary of the provisions to be contained in the Temporary Global Note and the Permanent Global Note which will apply to, and in some cases modify, the Conditions of the Notes while the Notes are represented by the Global Notes.

1. Exchange

The Permanent Global Note will be exchangeable in whole but not in part (free of charge to the holder) for definitive Notes only if:

(a) an event of default (as set out in Condition 10) has occurred and is continuing; or

(b) the Issuer has been notified that both Euroclear Bank SA/NV. (Euroclear) and or Clearstream Banking, société anonyme (Clearstream, Luxembourg) have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system is available; or

(c) the Issuer has or will become subject to adverse tax consequences which would not be suffered were the Notes in definitive form.

The Issuer will promptly give notice to Noteholders if an Exchange Event occurs. In the case of (a) or (b) above, the holder of the Permanent Global Note, acting on the instructions of one or more of the Accountholders (as defined below), may give notice to the Issuer and the Fiscal Agent and, in the case of (c) above, the Issuer may give notice to the Fiscal Agent of its intention to exchange the Permanent Global Note for definitive Notes on or after the Exchange Date (as defined below).

On or after the Exchange Date, the holder of the Permanent Global Note may or, in the case of (c) above, shall surrender the Permanent Global Note to or to the order of the Fiscal Agent. In exchange for the Permanent Global Note, the Issuer will deliver, or procure the delivery of, an equal aggregate principal amount of definitive Notes (having attached to them all Coupons in respect of interest which has not already been paid on the Permanent Global Note), security printed in accordance with any applicable legal and stock exchange requirements and in or substantially in the form set out in the Agency Agreement. On exchange of the Permanent Global Note, the Issuer will procure that it is cancelled and, if the holder so requests, returned to the holder together with any relevant definitive Notes.

For these purposes, Exchange Date means a day specified in the notice requiring exchange falling not less than 60 days after that on which such notice is given, being a day on which banks are open for general business in the place in which the specified office of the Fiscal Agent is located and, except in the case of exchange pursuant to (b) above, in the place in which the relevant clearing system is located.

2. Payments

On and after 23 December 2013, no payment will be made on the Temporary Global Note unless exchange for an interest in the Permanent Global Note is improperly withheld or refused. Payments of principal, premium and interest in respect of Notes represented by a Global Note will, subject as set out below, be made to the bearer of such Global Note and, if no further payment falls to be made in respect of the Notes, against surrender of such Global

Note to the order of the Fiscal Agent or such other Paying Agent as shall have been notified to the Noteholders for such purposes. The Issuer shall procure that the amount so paid shall be entered pro rata in the records of Euroclear and Clearstream, Luxembourg and the nominal amount of the Notes recorded in the records of Euroclear and Clearstream, Luxembourg and represented by such Global Note shall be reduced accordingly. Each payment so made will discharge the Issuer’s obligations in respect thereof. Any failure to make the entries in the records of Euroclear and Clearstream, Luxembourg shall not affect such discharge. Payments of interest on the Temporary Global Note (if permitted by the first sentence of this paragraph) will be made only upon certification as to non-U.S. beneficial ownership unless such certification has already been made.

3. Notices

For so long as all of the Notes are represented by one or both of the Global Notes and such Global Note(s) is/are held on behalf of Euroclear and/Clearstream, Luxembourg, notices to Noteholders shall be given by delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg (as the case may be) for communication to the relative Accountholders rather than by publication in one daily newspaper of general circulation in Luxembourg or on the website of the Luxembourg Stock Exchange: www.bourse.lu, provided that, so long as the Notes are listed on the Luxembourg Stock Exchange, notice will also be given by publication in a daily newspaper published in Luxembourg if and to the extent that the rules of the Luxembourg Stock Exchange so permit. Any such notice shall be deemed to have been given to the Noteholders on the seventh day after the day on which such notice is delivered to Euroclear and/or Clearstream, Luxembourg (as the case may be) as aforesaid.

Whilst any of the Notes held by a Noteholder are represented by a Global Note, notices to be given by such Noteholder may be given by such Noteholder (where applicable) through Euroclear and/or Clearstream, Luxembourg and otherwise in such manner as the Paying Agent and Euroclear and Clearstream, Luxembourg may approve for this purpose.

4. Accountholders

For so long as all of the Notes are represented by one or both of the Global Notes and such Global Note(s) is/are held on behalf of Euroclear and/or Clearstream, Luxembourg, each person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular principal amount of such Notes (each an Accountholder) (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the principal amount of such Notes standing to the account of any person shall, in the absence of manifest error, be conclusive and binding for all purposes) shall be treated as the holder of such principal amount of such Notes for all purposes (including but not limited to, for the purposes of any quorum requirements of, or the right to demand a poll at, meetings of the Noteholders) other than with respect to the payment of principal, premium and interest on such principal amount of such Notes, the right to which shall be vested, as against the Issuer solely in the bearer of the relevant Global Note in accordance with and subject to its terms. Each Accountholder must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for its share of each payment made to the bearer of the relevant Global Note.

5. Prescription

Claims against the Issuer in respect of principal or premium and interest on the Notes represented by a Global Note will be prescribed after ten years (in the case of principal and premium) and five years (in the case of interest) from the Relevant Date (as defined in Condition 7).

6. Cancellation

On cancellation of any Note represented by a Global Note and required by the Conditions of the Notes to be cancelled following its redemption or purchase, the Issuer shall procure that the details of such cancellation shall be entered pro rata in the records of Euroclear and Clearstream, Luxembourg and, upon any such entry being made, the nominal amount of the Notes recorded in the records of Euroclear and Clearstream, Luxembourg and represented by the Global Note shall be reduced by the aggregate amount of Notes so cancelled.

7. Put Option

For so long as all of the Notes are represented by one or both of the Global Notes and such Global Note(s) is/are held on behalf of Euroclear and/or Clearstream, Luxembourg, the option of the Noteholders provided for in Condition 6(3) may be exercised by the Accountholders giving a notice of exercise in relation to the principal amount of the Notes in respect of which such option is exercised within the time limits set forth in that Condition and/or as required by the relevant clearing system and at the same time presenting or procuring the presentation of the Global Note(s) to the Fiscal Agent for notation accordingly. Whilst all of the Notes are represented by one or both of the Global Notes and such Global Note(s) is/are held on behalf of Euroclear and/or Clearstream, Luxembourg, notices of exercise shall be given in accordance with the standard procedures of Euroclear and/or Clearstream, Luxembourg (which may include notice being given on the instruction of the relevant Accountholder by the relevant clearing system or any common safekeeper therefore to the Fiscal Agent by electronic means) in a form acceptable to the relevant clearing system from time to time.

8. Euroclear and Clearstream, Luxembourg

Notes represented by a Global Note are transferable in accordance with the rules and procedures for the time being of Euroclear and Clearstream, Luxembourg as appropriate.

USE OF PROCEEDS

The net proceeds of the issue of the Notes, after deduction of €8,130 relating to the application for admission to trading, will be applied by the Issuer for (i) its general corporate purposes and (ii) refinancing of existing debt (including the repayment of loans entered into by the Issuer and other parties).

DESCRIPTION OF THE ISSUER

INTRODUCTION

EXOR S.p.A. (EXOR or the Company) was incorporated on 27 July 1927, under the name of I.F.I. – Istituto Finanziario Industriale (IFI), as a joint stock company (società per azioni) under the laws of the Republic of Italy. On 1 March 2009 the subsidiary IFIL Investments S.p.A. (IFIL) was merged by incorporation into IFI and, on the same date, IFI assumed the new name of EXOR S.p.A. (EXOR, together with its Consolidated Subsidiaries (as defined in Condition 3(2)), is hereafter referred to as the EXOR Group).

EXOR is one of Europe's largest investment holding companies, with a Net Asset Value (NAV) equal to approximately €8.5 billion at 30 June 2013. It is listed on the Italian Stock Exchange and headquartered in Turin, Italy.

EXOR is registered in the companies’ register of the Turin Chamber of Commerce under registration number 00470400011 and in the General Register for Financial Activities - Special Section for Intermediaries regulated by Article 113 of the Italian Banking Act under registration number 4218. Under its current by-laws (Statuto), EXOR’s corporate life expires on 31 December 2050.

The registered office of the Issuer is Via Nizza n. 250, 10126, Turin, Italy, telephone number +39 011 5090 266.

EXOR is majority owned and controlled by Giovanni Agnelli e C. S.a.p.az., the company grouping the descendants of Senator Giovanni Agnelli, the founder of FIAT.

HISTORY AND DEVELOPMENT

EXOR sums up almost a century of entrepreneurial activity carried out through various companies controlled by the Agnelli family. The origins of EXOR date back to 1927 when Senator Giovanni Agnelli founded IFI to manage his shareholdings in FIAT S.p.A. (FIAT) as well as his other investments. Over the years IFI, IFIL (a company originally established in 1919 by a group of Piedmontese industrialists and subsequently acquired by IFI) and IFINT S.A. (IFINT, established in 1964 and later renamed EXOR Group S.A.) made several investments in diversified sectors both in Italy and abroad.

The investments described below are the main ones made by EXOR and its subsidiaries IFIL and IFINT during the years, and unless they are indicated as being still present in the current Portfolio (see “Description of the Issuer – Portfolio”, below), they were subsequently sold.

Since its constitution, in addition to the shareholding in FIAT, EXOR has directed its investment activity towards the industrial sector (RIV, SAVA, Cinzano, Sestriere, Vetrocoke), as well as numerous agricultural and real estate properties.

During the 1930s and 1940s IFI made further investments and, among others, it purchased Ferrania and increased its holding in Cinzano, acquiring Cinzano Ltd. (which included numerous Cinzano companies in Italy and abroad). After the war, IFI and its subsidiaries directed their investments towards reconstruction: FIAT repaired its motor vehicle and engineering factories, the Società Esercizi Sestriere rebuilt hotels and installed new lifts in its skiing facilities, and Vetrocoke commenced production of glass, coke and fertiliser.

In 1953 IFI created Cementerie di Augusta, a cement manufacturing company with an annual production capacity of 200,000 tonnes.

In 1957 IFI acquired control of Istituto Commerciale Laniero Italiano, later renamed Istituto Bancario Italiano Laniero and subsequently Istituto Finanziario Italiano Laniero (IFIL). In the 1960s IFIL expanded into banking until, in 1966, the banking activity was spun off and merged with Banca Subalpina, which was later sold.

As part of a global restructuring of the share portfolio, in 1964 IFI’s foreign group shareholdings were transferred to the newly created IFINT. In the same year, IFI exchanged its shares in Ferrania for a holding in the American company Minnesota, Mining & Manufacturing (3M).

In 1968, through an offering of its preferred stock, IFI was listed on the Italian Stock Exchange. Its ordinary share capital remained entirely in the hands of the Agnelli family. In 1973 IFINT was also listed on the Luxembourg Stock Exchange and opened branches in the USA, France and Switzerland. In the following years IFINT acquired investments in the USA, including Bentham Books, Southland Financial, Blackwell Land and Moog Automotive. In 1979 IFINT invested in River Cement Company and over the three following years made other investments in the cement business (Hercules Cement and Signal Cement).

In 1983, IFIL created Prime, a financial services company that controlled Primagest, one of the first fund management companies operating in Italy. In the 1980s it acquired the controlling stake in Toro Assicurazioni (an insurance and financial business) which was sold in 1994.

In 1986, IFIL acquired a significant part of the investment in FIAT ordinary shares held by Libyan Arab Foreign Investment Company, bringing the total investment of IFI-IFIL in FIAT's ordinary capital stock to just under 40 per cent. At the end of the 1980s, IFIL turned its attention towards building an international portfolio, starting with a significant investment in the food industry: in 1987 IFIL acquired a stake in French group Danone, supporting the company’s acquisition activity on the Italian market (Sangemini group, Birra Peroni, Star and Starlux). IFIL subsequently made other investments in the food sector, such as Galbani and Saint Louis Sucre. Galbani was then sold to Danone and Saint Louis Sucre (held through Worms & Cie, today Sequana) was sold to a group of Belgian and Luxembourg investors.

In the 1990-1993 period, IFI progressively sold 100 per cent. of the ordinary capital stock of Gruppo Editoriale Fabbri, which had been acquired at the beginning of the 1970’s from Gruppo R.C.S. Editori.

In 1991, IFINT acquired an investment in the French company EXOR S.A. and subsequently launched a takeover bid. This concluded with IFINT taking over the Chateaux Margaux company and some real estate properties in central Paris. In 1994, IFINT changed its company name to EXOR Group S.A. and it acquired investments in the American engineering (Western Industries) and food (Danone Asia) sectors. In the following years it invested again in the United States (Constitution Reinsurance Co., Riverwood and the Rockefeller Center), Hong Kong (Distacom and Li&Fung) and France (Club Méditerranée).

In 1992, IFIL bought a minority stake in Alpitour, the leading Italian tour operator, which it later increased to 100 per cent. by 2001. Other investments in the tourism sector included Sifalberghi, a 50- 50 joint venture with Accor group which was subsequently sold to Accor in 2003, the investment in Club Méditerranée (Club Med), undertaken and together with the EXOR Group S.A., and sold to Accor in 2004.

In 1993, IFIL invested in the retail sector, acquiring a stake in La Rinascente, an Italian retail company which merged with the Italian retail operations of the French Auchan group. In 2004, after more than a decade of investment in La Rinascente, IFIL decided to sell its stake in the company’s food business to the Auchan group and in 2005 it sold its stake in La Rinascente’s non-food business

to Tamerice s.r.l., a company heading a group composed of Investitori Associati SGR S.p.A., DB Real Estate Global Opportunities IB L.P., Pirelli RE and the Borletti family.

Between 1997 and 1998, IFIL launched a takeover bid for Worms & Cie shares (later to become Sequana S.A.) and transformed this company into a paper company (having bought paper manufacturing and distribution company Arjo Wiggins Appleton). In the following years the company bought a stake in the verification and certification Swiss specialist SGS SA. In 2006 Sequana distributed SGS stock to its shareholders under a public exchange offer for Sequana stock and concentrated its activities in the paper industry with Arjo Wiggins and Antalis.

In 1997, IFIL participated in the privatisation of Telecom Italia S.p.A. which then became part of the Olivetti take-over and exchange bid launched in May 1999.

In the late 1990s, IFI and IFIL sold their investment in Unicem to Gruppo Buzzi and took part in the privatisation of Istituto Bancario San Paolo (now Intesa Sanpaolo). In 2006 IFIL expanded its portfolio further into financial services, buying a 10 per cent. stake in Gruppo Banca Leonardo, an independent investment bank founded by the leading Franco-Italian investment banker Gerardo Braggiotti.

In early 2003, IFI and IFIL approved a reorganisation plan which was aimed at simplifying the group’s structure and which resulted in the transfer of the investments held by IFI (FIAT, Sanpaolo IMI and Juventus F.C.) to IFIL.

In March 2007, IFIL purchased 71.52 per cent. of the capital stock of Cushman & Wakefield, the largest private company operating real estate services.

In 2008, IFIL subscribed to an offering of mandatory convertible bonds issued by Perfect Vision, which at that time would have enabled it to acquire 40 per cent. of Vision Investment Management (an asset management company focusing on Asian markets) at the date of maturity of the bonds in 2013. IFIL also acquired 17 per cent. of Banijay Holding (European TV productions).

In March 2009, IFIL was merged with IFI, which changed its corporate name to EXOR S.p.A.

In April 2010, EXOR S.A. signed a commitment agreement to invest €100 million in Almacantar, a new company operating in the real estate sector.

In December 2010, EXOR S.A. purchased 1,140,000 ordinary shares of The Economist Newspaper Limited from RIT Capital Partners at a total price of approximately £25 million (approximately €30 million).

During 2010, the FIAT Group initiated and completed a strategic project to separate the Agricultural and Construction Equipment (CNH sector) and Trucks and Commercial Vehicles (Iveco) activities, as well as the “Industrial & Marine” business line of FPT Powertrain Technologies (FPT Industrial sector) from the Automobile and Automobile-related Components and Production Systems activities, which include the sectors FIAT Group Automobiles, Maserati, Ferrari, Magneti Marelli, Teksid, Comau and the Passenger & Commercial Vehicles business line of FPT Powertrain Technologies.

The separation of those businesses, in the form of their partial proportional demerger from FIAT and transfer to FIAT Industrial S.p.A. (FIAT Industrial) resulted in the creation of the new FIAT Industrial Group (consisting of CNH, Iveco and FPT Industrial) on 1 January 2011. From the same date until the date of the consolidation of Chrysler, the FIAT Group post-demerger is comprised of FIAT Group Automobiles, Maserati, Ferrari, FIAT Powertrain, Magneti Marelli, Teksid and Comau. On 3 January 2011, FIAT Industrial shares began trading on the market organised and managed by Borsa Italiana S.p.A.

In April 2012, Alpitour was sold to Seagull S.p.A., a subsidiary controlled by two closed-end private equity funds owned by Wise SGR S.p.A. and J.Hirsch & Co., in addition to other financial investors. Under the terms of the disposal agreement, in October 2012 EXOR purchased the Arenella hotel for a total amount of €26 million.

In June 2012, EXOR finalised a €300 million investment in an Irish-registered fund managed solely for EXOR by The Black Ant Group LLP.

In 2012, EXOR S.A. also reduced its ownership in Sequana from 28.4 per cent. to 18.74 per cent.

In September 2013, FIAT Industrial and CNH Global N.V. were merged into a newly incorporated Dutch company named CNH Industrial N.V. (CNH Industrial) listed in New York with a secondary listing in Milan.

Recent developments of EXOR are described further in the following paragraphs.

The diagram below illustrates the Agnelli family’s control chain:

Source: EXOR

RECENT DEVELOPMENTS

Appointment of the common representative of the holders of EXOR preferred shares

On 15 January 2013, the shareholders’ meeting of EXOR preferred shareholders appointed Oreste Cagnasso as the preferred shareholders’ common representative.

Mandatory conversion of preferred and savings shares

The meeting of the board of directors of EXOR, held on 11 February 2013, put forward a motion to the shareholders to convert the Company’s preferred and savings shares into ordinary shares.

The conversion had the aim of streamlining the capital structure and simplifying the governance structure of the Company, creating the conditions for greater transparency. In addition, the conversion eliminated classes of securities that have had very limited trading volumes, replacing them with ordinary shares, the liquidity of which will be enhanced through the transaction, to the benefit of all shareholders.

The proposals were approved by the special meetings of the preferred and savings shareholders and the general meeting of the shareholders (in extraordinary session) held respectively on 19 March and 20 March 2013.

Holders of preferred shares and savings shares who did not participate in the approval of the proposed conversions (i.e., holders who did not attend the meetings or voted against the proposed resolution or abstained) were able to exercise withdrawal rights for a fifteen-day period following registration of the approved resolutions in the Turin Company Register pursuant to article 2437-bis of the Italian Civil Code. On 3 May 2013, at the end of the withdrawal period, EXOR announced that the conditions precedent, approved by the shareholders’ meeting on 20 March 2013, were satisfied. At this shareholders’ meeting a resolution was passed stating that the conversion of each class of shares would be conditional upon the cash amount to be paid by the Company pursuant to article 2437- quater of the Italian Civil Code for exercise of the withdrawal rights not exceeding €80 million, in the case of the preferred shares, and €20 million in the case of savings shares. In the event that either of these limits was exceeded for any given class, the conversion of both classes of shares would nevertheless become effective if the aggregate cash amount to be paid by the Company for the exercise of the withdrawal rights in respect of both classes did not exceed €100 million.

The conversions were executed on 24 June 2013, following the ex-dividend date for the 2012 dividends.

As from this date, the share capital of EXOR is composed of 246,229,850 ordinary shares of par value of €1 each with a total value of €246,229,850.

Sale of Perfect Vision Mandatory Convertible Bonds

On 8 March 2013, EXOR S.A. concluded the sale of the Perfect Vision Mandatory Convertible Bonds to Vision Investment Management for an equivalent amount of $9.7 million (€7.4 million); the sale had no impact on the income statement for the period.

Investment in Almacantar

On 4 April 2013 and 2 May 2013 EXOR S.A. made two payments to Almacantar (£8 million (€9.4 million) and £4 million (€4.7 million) respectively) against the remaining amount due on the capital increase by Almacantar S.A. that was fully subscribed to in 2011 but not yet entirely paid.

On 5 July 2013, EXOR S.A. paid Almacantar the remaining balance of £19.2 million (€22.3 million).

In order to ensure additional financial resources for new investments, on 11 July 2013 EXOR S.A. subscribed to a new capital increase for a total of £50 million (€57.9 million), with an initial payment of £11.9 million (€13.8 million). Following this payment, EXOR S.A. holds about 38.29 per cent. of the share capital of Almacantar S.A.

Resolutions passed by the 30 May 2013 shareholders’ meeting

The EXOR shareholders’ meeting held on 30 May 2013 approved the payment of dividends, unchanged from the prior year, of €0.335 for each ordinary share, €0.3867 for each preferred share and €0.4131 for each savings shares, for a total maximum amount of €78.5 million. The declared dividends were payable from 27 June 2013.

The same shareholders’ meeting approved the Compensation Report pursuant to art. 123-ter of Legislative Decree 58/98 and passed the resolution to renew the authorisation for the purchase and disposal of EXOR treasury stock. Under this authorisation the Company may purchase and sell on the market, for 18 months from the date of the shareholders’ resolution, ordinary and/or preferred and/or savings shares up to a maximum number which would not exceed the limit set by law, for a maximum disbursement of €450 million. Therefore, the authorisation for the purchase and disposal of treasury stock approved by the shareholders’ meeting on 29 May 2012 for the part not used is considered revoked and subsequently modified and integrated on 20 March 2013.

Finally, the shareholders’ meeting approved, pursuant to articles 2443 and 2420-ter of the Italian Civil Code, the renewal of the five-year authorisation to increase share capital, at one or more times, also in divisible form, up to a maximum nominal amount of €500 million and to issue, at one or more times, bonds convertible into shares up to a maximum of €1 billion.

Sale of investment in SGS S.A.

On 10 June 2013 EXOR S.A. implemented the agreement signed on 2 June 2013 for the sale of its entire investment in SGS S.A. (15 per cent. of share capital) to Serena S.à.r.l., a wholly-owned subsidiary of Groupe Bruxelles Lambert (GBL) at a price per share of CHF2,128, for a total equivalent amount of more than €2 billion.

The sale forms part of the strategy of continual portfolio evaluation and optimisation; the proceeds will be used to take advantage of new investment opportunities consistent with EXOR’s investment strategy.

EXOR realised a net gain on the sale at consolidated level of €1,534 million.

Criminal case relating to the contents of the press releases issued by IFIL and Giovanni Agnelli e C. S.a.p.az. on August 24, 2005

On 21 February 2013, EXOR and Giovanni Agnelli e C. S.a.p.az. were completely acquitted by the Court of Appeal, which ruled that the alleged criminal acts had not been committed.

The judgments on the positions of Gianluigi Gabetti and Franzo Grande Stevens are still pending.

Authorisation for the issue of bonds

On 16 April 2013, in the context of the strategy already undertaken to extend the maturity of its debt and to provide EXOR with new funds to pursue its activities, EXOR’s Board of Directors resolved on the possibility of issuing by 31 March 2014 one or more bonds for a total amount not to exceed €1 billion, or the equivalent in another currency, to be placed with institutional investors either publicly, or directly as private placements. EXOR will assess on a case by case basis the opportunities offered by the market to determine the terms of any bond issues.

Consolidated financial results as at and for the six months ended 30 June 2013

On 29 August 2013, EXOR issued a press release announcing, inter alia, the approval of the consolidated financial results as at and for the six months ended 30 June 2013. An extract of the text of the press release is set out below:

“The EXOR board of directors’ meeting, chaired by John Elkann, met today in Turin and approved the consolidated results for first half of 2013.

The EXOR Group closed the first half of 2013 with a consolidated profit of €1,671.8 million; the first half of 2012 closed with a consolidated profit of €168.3 million. The increase of €1,503.5 million derives from higher net gains realized during the half for €1,511.3 million (which basically reflects the sale of the entire stake in SGS for €1,534 million) and other net negative changes for €7.8 million.

At 30 June 2013 the consolidated equity attributable to the owners of the parent amounts to €6,192.1 million, with a net increase of €23.3 million, compared with €6,168.8 million at the end of 2012.

The consolidated net financial position of the Holdings System at 30 June 2013 is a positive €1,388.5 million and an increase of €1,914.4 million compared with a negative €525.9 million at year-end 2012, mainly owing to the sale of the entire investment in SGS for net proceeds of €2,003.7 million.”

EXOR GROUP - INTERIM CONSOLIDATED FINANCIAL STATEMENTS - SHORTENED

In the preparation of the shortened form consolidated statement of financial position and income statement, the financial statements or accounting data drawn up in accordance with IFRS by EXOR and by the subsidiaries in the “Holdings System” (as defined on page 70) are consolidated line-by- line; the investments in the operating subsidiaries and associates (FIAT Industrial, FIAT, C&W Group, Almacantar, Juventus Football Club and Arenella Immobiliare) are accounted for using the equity method on the basis of their consolidated financial statements or accounting data or separate financial statements (in the case of Juventus Football Club) in accordance with IFRS.

The following table shows the consolidation and valuation methods of the investment holdings.

% of consolidation 6/30/2013 12/31/2012 6/30/2012 Companies in the Holdings System consolidated line-by-line - Exor S.A. (Luxembourg) 100 100 100 - Exor Capital Limited (Ireland) 100 100 100 - Exor Inc. (USA) 100 100 100 - Ancom USA Inc. (USA) 100 100 100 - Exor LLC (USA) (a) - - 99.80

Investments in operating subsidiaries and associates, accounted for using the equity method - Fiat Industrial Group 30.88 30.88 30.88 - Fiat Group 30.91 30.91 30.91 - C&W Group (b) 78.98 78.95 79.01 - Almacantar Group 36.29 36.29 36.29 - Juventus Football Club S.p.A. 63.77 63.77 63.77 - Arenella Immobiliare S.r.l 100 100 -

(a) Company wound up on 27 December 2012. (b) The percentage is calculated on issued share capital, net of treasury stock held and net of the estimate of treasury stock purchases from non-controlling interests to be made by C&W Group.

Consolidated Income Statement – shortened (Unaudited)

Half I

€ million 2013 2012 (a) Change Share of the profit (loss) of investments accounted for using the equity method 115.6 122.5 (6.9) Dividends from investments 58.6 67.8 (9.2) Gains (losses) on disposals and impairments of investments, net 1,532.0 20.7 1,511.3 Net financial income (expenses) (19.7) (28.2) 8.5 Net general expenses (11.9) (11.5) (0.4) Non-recurring other income (expenses) and general expenses (1.3) (1.1) (0.2) Other taxes and duties (1.4) (1.0) (0.4) Consolidated profit before income taxes 1,671.9 169.2 1,502.7 Income taxes (0.1) (0.9) 0.8 Consolidated profit attributable to owners of the parent 1,671.8 168.3 1,503.5 (a) Following the retrospective application of the amendment to IAS 19 – Employee benefits from 1 January 2013, the figures previously reported in the income statement for the first half to 30 June 2012 have been restated for comparative purposes as required by IAS 1.

Share of the Profit (Loss) of Investments accounted for by the Equity Method (Unaudited)

In the first half of 2013, the share of the profit (loss) of investments accounted for using the equity method is a profit of €115.6 million, a slight decrease compared with the figures in the first half of 2012 (+€122.5 million). The negative change of €6.9 million principally reflects the reduction in the profit reported by the FIAT Group and Juventus Football Club, offset in part by the increase in the results of the other investments.

Profit (Loss) (million) EXOR's share (€ million) Half I Half I

2013 2012 2013 2012 Change

Fiat Industrial Group € 409.8 € 392.1 (a) 126.5 (a) 121.2 (a) 5.3

Fiat Group € 59.3 € 67.0 (a) 15.0 (a) 18.5 (a) (3.5)

C&W Group $ (14.6) $ (18.4) (8.8) (11.2) 2.4

Almacantar Group £ 2.6 £ 0.6 1.1 0.3 0.8

Juventus Football Club S.p.A. € (28.6) € (7.0) (18.2) (4.4) (13.8)

Sequana Group € - € (6.9) - (1.9) 1.9

Arenella Immobliare S.r.l. € n.s € - - - -

Total 115.6 122.5 (6.9) a) Includes consolidation adjustments.

Consolidated Statement of Financial Position – shortened (Unaudited)

1/1/2012 (a) € million 6/30/2013 12/31/2012 (a) Change Non-current assets 4,355.1 Investments accounted for using the equity method 4,062.0 4,009.7 52.3 Other financial assets: 1,734.6 - Investments measured at fair value 315.7 2,236.3 (1,920.6) 206.5 - Other investments 556.7 544.4 12.3 1.0 - Other financial assets 16.0 (b) 15.6 (b) 0.4 0.7 Other property, plant and equipment and intangible assets 0.3 0.3 0.0 6,297.9 Total Non-current assets 4,950.7 6,806.3 (1,855.6) Current assets 701.0 Financial assets and cash and cash equivalents 2,624.9 752.0 1,872.9 27.5 Tax receivables and other receivables 5.4 5.8 (0.4) 728.5 Total Current assets 2,630.3 757.8 1,872.5 70.3 Non-current assets held for sale 0.0 7.4 (7.4) 7,096.7 Total Assets 7,581.0 7,571.5 9.5 5,935.9 Capital issued and reserves attributable to owners of the parent 6,192.1 6,168.8 23.3

Non-current liabilities 1,045.8 Bonds and other financial debt 1,269.3 1,279.5 (10.2) 2.2 Provisions for employee benefits 2.5 2.4 0.1 6.5 Deferred tax liabilities, other liabilities and provisions for risk 14.8 6.4 (c) 8.4 1,054.5 Total Non-current liabilities 1,286.6 1,288.3 (1.7) Current liabilities 96.3 Bonds, bank debt and other financial liabilities 76.9 108.5 (31.6) 10.0 Other liabilities 25.4 (c) 5.9 19.5 106.3 Total Current liabilities 102.3 114.4 (12.1) 7,096.7 Total Equity and Liabilities 7,581.0 7,571.5 9.5 (a) Following the retrospective application of the amendment to IAS 19 – Employee benefits from January 1, 2013, the figures previously reported in the statement of financial position at 1 January 2012 and 31 December 2012 have been restated for comparative purposes as required by IAS 1. (b) Includes mainly the financial receivable by EXOR from Alpitour for €15.3 million, which is the remaining balance of the Deferred Price on the sale of Alpitour (€15 million), inclusive of interest capitalised at 30 June 2013 (€1.4 million) and adjusted by expenses (€1.1 million) for the settlement of certain disputes that arose with the buyer in the period subsequent to acquisition and relating to events prior to the sale by EXOR. This receivable is not included in the net financial position balance. (c) Includes the estimate of expenses for €6 million (€3.5 million at 31 December 2012, classified in non-current liabilities) provided for the disputes which arose with the Alpitour buyer in the period subsequent to acquisition and relating to events prior to the sale by EXOR, which presumably will be settled during 2013.

Consolidated Net Financial Position of the Holdings System (Unaudited)

6/30/2013 12/31/2012 Non Non € million Current current Total Current current Total Financial assets 184.7 109.8 294.5 235.8 110.1 345.9 Receivables for withholdings to be collected on dividends 19.3 (a) 0.0 19.3 0.0 0.0 0.0 Financial receivables from Group companies 2.3 0.0 2.3 1.8 0.0 1.8 Financial receivables from third parties 4.2 0.0 4.2 0.0 0.0 0.0 Cash and cash equivalents 2,414.4 0.0 2,414.4 514.4 0.0 514.4 Total financial assets 2,624.9 109.8 2,734.7 752.0 110.1 862.1 EXOR bonds (10.0) (1,069.3) (1,079.3) (25.0) (1,079.5) (1,104.5) Financial payables to associates (22.3) 0.0 (22.3) (38.3) 0.0 (38.3) Bank debt and other financial liabilities (44.6) (200.0) (244.6) (45.2) (200.0) (245.2) Total financial liabilities (76.9) (1,269.3) (1,346.2) (108.5) (1,279.5) (1,388.0) Consolidated net financial position of the "Holdings System" 2,548.0 (1,159.5) 1,388.5 643.5 (1,169.4) (525.9)

The positive change of €1,914.4 million is due to the following flows: € million Consolidated net financial position of the Holdings System at December 31, 2012 (525.9) Dividends from investment holdings 141.2 - SGS 55.7 - Fiat Industrial 82.6 - Gruppo Banca Leonardo 2.3 - Other 0.6

- Gruppo Banca Leonardo (reimbursement of reserves) 3.2

EXOR S.p.A. purchases of treasury stock (105.1) - ordinary shares (83.3) - preferred shares (17.8) - savings shares (4.0)

Sales/Reimbursements 2,030.7 - SGS 2,003.7 - The Black Ant Value Fund 16.2 - Vision Mandatory Convertible Bond 7.4 - Other 3.4

Investments (67.0)

Dividends paid by EXOR S.p.A. (78.5)

Other changes - Net general expenses (excluding the nominal cost of EXOR stock option plan) (9.5) - Non-recurring other income (expenses) and general expenses (1.3) - Net financial expenses (21.8) (a) - Other taxes and duties (1.8) - Other net changes 24.3 (b) Net change during the period 1,914.4 Consolidated net financial position of the Holdings System at June 30, 2013 1,388.5 (a) Includes interest income and other financial income (+€19.7 million), interest expenses and other financial expenses (-€36.6 million), fair value adjustments of current and non-current financial assets (-€2.8 million) net of income on non-current financial assets (-€2.1 million) therefore, not comprised in the balance of the net financial position. (b) Includes mainly the reimbursement of investment funds for +€12.9 million and the measurement of the interest rate swap on loans for +€11.6 million.

PRINCIPAL ACTIVITIES

EXOR is one of Europe’s leading investment companies, with a NAV at 30 June 2013 of approximately €8.5 billion. EXOR is controlled by Giovanni Agnelli e C. S.a.p.az., which as of the date of this Prospectus holds 51.39 per cent. of EXOR's ordinary share capital, after the conversion of all the preferred and savings shares into ordinary shares. Article 3 of EXOR’s by-laws allows it to, inter alia, acquire investments in other companies or institutions, to finance or direct the technical and financial coordination of the companies or institutions where the company holds an investment, to purchase and sell, hold, manage and place public and private securities.

Objective and Strategy

EXOR’s objective is to increase its NAV and outperform the MSCI World Index in euro. EXOR invests in global companies in various sectors, mainly in Europe and in the United States with a long- term timeframe.

EXOR is an active shareholder, combining its entrepreneurial approach with sound financial discipline. It brings in finance for the development of its companies, to improve their competitive position and profitability, and maintains a constant dialogue with the top management of the companies in which it invests, while fully respecting their operating autonomy: that is why EXOR’s managers are members of the Boards of Directors of these companies.

EXOR is an active owner and a long-term oriented investor. The criteria that direct EXOR’s investment choices are the following:

1) People: talented and professional managers with successful track record who take part in the creation of value “thinking and acting as owners”.

2) Economic and financial results: companies who have demonstrated a consistent cash flow and earnings generation, with a sound balance sheet.

3) Competitive position: companies with a long-term sustainable competitive advantage who are “best in class” or who are able to become the best.

4) Governance: participation on Boards of Directors in order to monitor and contribute to the development of the company.

EXOR invests in global companies in various sectors, mainly in Europe and in the United States with a long-term time frame.

The Investment Portfolio

The EXOR Group’s investments, as described in the Issuer’s Unaudited Consolidated Financial Statements as at and for the Six Months ended 30 June 2013, are the following:

a) FIAT also holds 2.8 per cent. of FIAT Industrial share capital. b) Cushman & Wakefield ownership interest is equal to 78.98 per cent.

FIAT Industrial (to which CNH Industrial has succeeded) (30.01 per cent. of share capital. FIAT also holds 2.8 per cent. of share capital). Created in January 2011 through the demerger of the capital goods activities from FIAT, the company is listed on the market organised and managed by Borsa Italiana S.p.A. and operates through businesses that are all major international players in the sectors of trucks, commercial vehicles, buses and special vehicles (Iveco), tractors and agricultural and construction equipment, in addition to engines and transmissions for those vehicles and engines for marine applications (FPT Industrial). At 31 December 2012, the FIAT Industrial Group had 64 factories and 68,257 employees throughout the world.

Refer to pages 52 and 53 below for information concerning the merger – consummated effective 29 September 2013 – of FIAT Industrial together with CNH Global N.V. into CNH Industrial and the listing on NYSE.

FIAT (30.05 per cent. of share capital) is listed on the market organised and managed by Borsa Italiana S.p.A. and is included in the FTSE MIB Index. Founded in 1899, FIAT is an industrial group with a global reach, heightened through its integration with Chrysler. Focused on the auto industry, it designs, produces and sells vehicles under the FIAT, Lancia, Alfa Romeo, Fiat Professional, Abarth, Jeep, Chrysler, Dodge and Ram brands with four operating regions for these mass-market car brands - NAFTA (U.S., Canada and Mexico), LATAM (South and Central America), APAC (Asia and Pacific countries) and EMEA (Europe, the Middle East and Africa). In addition there are other brands operating with a global remit – Ferrari and Maserati (luxury and performance cars) and Magneti Marelli, Teksid and Comau (components and production systems for the automotive industry). At 31 December 2012, the FIAT Group had 158 factories and 214,836 employees throughout the world.

C&W Group (68.58 per cent. of share capital) is a world leader in real estate services. C&W Group has its headquarters in New York, where it was founded in 1917. It currently has 253 offices and approximately 15,000 employees in 60 countries.

(a) 36.29 per cent. at 30 June 2013. (b) 17.40 per cent. at 30 June 2013.

Almacantar (38.29 per cent. of share capital) is a company active in the real estate sector and realises commercial investment and development opportunities, for offices and residential units, situated in London.

Juventus Football Club (63.77 per cent. of share capital) is listed on the market organised and managed by Borsa Italiana S.p.A. Founded in 1897, it is one of the most prominent professional football teams in the world.

Gruppo Banca Leonardo (17.37 per cent. of share capital) is a privately held and independent international investment bank offering a complete range of services in investment banking, wealth management and other areas linked to financial markets.

Sequana (18.74 per cent. of share capital) is a French diversified paper group, listed on the NYSE Euronext market in Paris, with production and distribution activities through Arjowiggins and Antalis.

Banijay Holding (17.09 per cent. of share capital) is headquartered in Paris. The company is a new player in TV production through a network of companies specialised in the production and distribution of multimedia content.

The Economist Group (4.72 per cent. of share capital) is a company with its centre of operations in London and head of the editorial group that publishes The Economist, a weekly magazine that with a global circulation of more than one million copies represents one of the most important sources of analysis in the international business world.

NET ASSET VALUE As at 30 June 2013, EXOR’s Net Asset Value (NAV) is €8,533 million. This is a €913 million increase (+12 per cent.) over €7,620 million at 31 December 2012.

The composition and change in NAV is illustrated in the following table:

Change vs 12/31/2012 € million 3/1/2009 (a) 12/31/2012 6/30/2013 Amount % Investments 2,921 7,533 6,220 (1,313) -17%

Financial investments 274 462 578 116 +25%

Cash and cash equivalents 1,121 862 2,735 1,873 +217% Treasury stock 19 321 516 195 +61%

Gross Asset Value 4,335 9,178 10,049 871 +9%

Gross Debt (1,157) (1,388) (1,346) 42 -3%

Ordinary holding costs capitalized over 10 years (210) (170) (170) - - Net Asset Value (NAV) 2,968 7,620 8,533 913 +12% (*) Effective date of the merger between IFI and IFIL and the name change of the latter to EXOR.

The gross asset value at 30 June 2013 has been calculated by valuing the listed investments and other equity shares at trading prices, and other private investments at fair value determined annually by

independent experts (last update at 31 December 2012) and other private investment holdings (funds and similar instruments) at the most recently available fair value. Bonds held to maturity are measured at amortised cost. EXOR treasury stock is measured at share trading prices, except ordinary shares used to service the stock option plans, which are measured at the option exercise price if lower than the share trading price and the shares granted to recipients of the stock grant component of the new incentive plan approved on 29 May 2012 by the shareholders’ meeting. The latter are deducted from the total number of treasury shares.

The decrease in “Investments” is due to the sale of the investment in SGS which is compensated in part by the increase in FIAT’s market value. The sale led to an increase in “Cash and cash equivalents”.

NAV is presented with the aim of aiding analysts and investors in forming their own assessments.

The following pie chart shows the composition of gross asset value at 30 June 2013 (€10,049 million).

“Other investments” include the investments in Almacantar, Juventus Football Club, Gruppo Banca Leonardo, Banijay Holding, The Economist Group, in addition to minor sundry investments.

Investments denominated in U.S. dollars and Pounds sterling are translated to Euro at the official exchange rates at 28 June 2013 of 1.3080 and 0.8572, respectively.

Description of the Ordinary Cash Flows

EXOR ordinary cash flows may substantially vary on the basis to dividends received by portfolio companies.

Set out below are the ordinary cash-flows registered since 2009 (€ millions), according to EXOR's management calculation.

€ million 31/12/2009 31/12/2010 31/12/2011 31/12/2012 Dividends and other proceeds from 48.7 157.5 140.7 182.5 investments Dividends from investments 40.5 148.8 128.1 156.1

FIAT - 66.9(1) 40.3(1) 10.8 FIAT Industrial - - - 71.3 SGS 38.4 49.1 59.4 63.2 C&W - - - 2.0 Sequana 4.6 5.6 - Gruppo Banca Leonardo 2.0 27.3 19.1 4.6 The New Economist - 2.1 2.4 Others 0.1 0.9 1.6 1.8 Other Proceeds from investments 8.2 8.7 12.6 26.4 Dividends paid by EXOR -81.6 -67.9 -75.9 -80.1 Net Dividend -32.9 89.6 64.8 102.4 Net Financial Income (expenses) 1.4 25.8 -23.3 -44.7 Recurrent Net General Expenses (2) -26.9 -26.6 -26.8 -22.9 Net Ordinary Cash-in (Cash-Out) -58.4 88.8 14.7 34.8 (1) Pre spin-off FIAT Industrial (2) Including Indirect taxes and duties

Description of certain investments of the Investment Portfolio

This section contains a description of the operating subsidiaries and associates of the Issuer (FIAT Industrial, FIAT, C&W Group, Juventus Football Club and Almacantar) that are accounted for using the equity method in the shortened first-half 2013 consolidated financial statements.

Each of these investments, and their results for the six months ended 30 June 2013, is described further in the following paragraphs.

FIAT INDUSTRIAL (to which CNH Industrial has succeeded)

(30.01 per cent. of share capital. FIAT also holds 2.8 per cent. of share capital)

The main consolidated results of the FIAT Industrial Group for the first half of 2013 are as follows:

Half I € million 2013 2012 (1) Change (Unaudited) (Unaudited) Net revenues 12,627 12,458 169 Trading profit/(loss) 1,041 1,058 (17) Operating profit/(loss) 982 927 55 Profit/(loss) for the year 499 453 46 Profit/(loss) attributable to owners of the parent 410 392 18 (1) Following the retrospective application of the amendment to IAS 19 – Employee benefits from 1 January 2013, the figures reported in the income statement for the first half of 2012 have been restated as appropriate.

Balances at € million 6/30/2013 12/31/2012 (2) (Unaudited) Total assets 40,394 38,861 Net (debt)/cash (17,699) 15,994 - of which: Net industrial (debt)/cash (2,274) (1,642)

Equity attributable to owners of the parent 4,644 4,628 (2) Following the retrospective application of the amendment to IAS 19 – Employee benefits from 1 January 2013, the figures reported in the statement of financial position at 31 December 2012 have been restated as appropriate.

For the first half of 2013, Group revenues totalled €12.7 billion, representing a 1.4 per cent. increase over the same period in 2012 (up 3.8 per cent. on a constant currency basis). Sales increases for the Agricultural Equipment and Powertrain segments compensated for the reduction in volumes for Construction Equipment and Trucks and Commercial Vehicles.

Half 1 Change € million 2013 2012 % (Unaudited) (Unaudited) Agricultural and Construction Equipment (CNH) 8,218 7,916 3.8 Trucks and Commercial Vehicles (Iveco) 3,970 4,172 (4.8) FPT Industrial 1,584 1,460 8.5 Eliminations and other (1,145) (1,090) Net revenues 12,627 12,458 1.4

The Agricultural and Construction Equipment sector reported revenues of €8.2 billion for the first half of 2013, a 3.8 per cent. increase over the same period in 2012 (up 6.5 per cent. on a constant currency basis), as net sales of Agricultural Equipment increased 9.6 per cent. while decreasing 17.5 per cent. for Construction Equipment, despite an improvement in the Latin American market.

The Trucks and Commercial Vehicles sector posted revenues of €4 billion for the first half of 2013, a 4.8 per cent. decrease over the same period a year ago (down 3.0 per cent. on a constant currency basis).

The Powertrain sector reported first half revenues of €1.6 billion, an 8.5 per cent. increase over the first half of 2012 (up 9.0 per cent. on a constant currency basis) mainly driven by an increase in volumes. Sales to external customers accounted for 32 per cent. of total revenues (33 per cent. for the first half of 2012).

Trading profit/(loss) For the first half of 2013, Group trading profit totalled €1,041 million (trading margin: 8.2 per cent.), compared with €1,058 million for the first half of 2012 (trading margin: 8.5 per cent.). The €17 million decrease was attributable to the lower result for Trucks and Commercial Vehicles – reflecting negative volume/mix, pricing pressures and negative exchange rate impacts – which was only partially compensated for by improved results for the Agricultural and Construction Equipment sector driven by higher volumes, positive pricing and a favourable product mix.

Half 1 € million 2013 2012 Change (Unaudited) (Unaudited) Agricultural and Construction Equipment (CNH) 1,015 846 169 Trucks and Commercial Vehicles (Iveco) (8) 189 (197) FPT Industrial 52 52 0 Eliminations and other (18) (29) 11 Trading profit 1,041 1,058 (17) Trading margin (%) 8.2 8.5

Trading profit totalled €1,015 million for the Agricultural and Construction Equipment sector (trading margin: 12.4 per cent.), up €169 million over the €846 million trading profit for the first half of 2012 (trading margin: 10.7 per cent.), as higher revenues, improved product mix, and positive net pricing compensated for increased R&D expenditure and selling, general and administrative costs.

Trucks and Commercial Vehicles closed the first half with a trading loss of €8 million, compared with a profit of €189 million for the corresponding period in 2012. The decrease was attributable to negative volume/mix, pricing pressures and unfavourable exchange rate effects.

Powertrain closed the first half with trading profit of €52 million (trading margin: 3.3 per cent.), in line with the trading profit for the corresponding period in 2012 (trading margin: 3.6 per cent.).

Operating profit/(loss)

For the first half of 2013, operating profit totalled €982 million, an increase of €55 million over the €927 million for the first half of 2012, reflecting a €72 million decrease in net unusual expense which was partially offset by a €17 million decline in trading profit.

Profit/(loss) for the period

Restructuring costs totalled €14 million for the first half of 2013, compared with €131 million for the first half of 2012. In both cases, they related to the Trucks and Commercial Vehicles sector.

There were other unusual expenses of €45 million for the first half of 2013, including €31 million associated with the unwinding and consolidation of the former joint venture with Barclays within the Group’s Financial Services business. For the first half of 2012, other unusual income/(expense) totalled zero. For the first half of 2013, net financial expense totalled €230 million compared with €222 million for the first half of 2012.

Result from investments totalled €53 million, an increase over the €43 million for the first half of 2012, mainly reflecting improved results for joint venture companies.

Profit/(loss) before taxes for the first half of 2013 was €805 million compared with €748 million for the same period in 2012.

Income taxes for the first half of 2013 totalled €306 million compared with €295 million for the same period in 2012).

The Group closed the first half with a net profit of €499 million (€536 million excluding unusual items). For the first half of 2012, net profit was €453 million (€533 million excluding unusual items).

Profit attributable to owners of the parent was €410 million for the first half of 2013, compared with €392 million for the same period in 2012.

Equity

Equity attributable to owners of the parent of FIAT Industrial at 30 June 2013 amounted to €4,644 million compared with €4,628 million at 31 December 2012.

Net debt At 30 June 2013, consolidated net debt totalled €17,699 million, up €1,705 million over year-end 2012 (€15,994 million). Excluding approximately €118 million in negative currency translation differences, cash from operating activities for the first six months was more than offset by increases in

the loan portfolios of financial services companies, as well as capital expenditure and dividend distributions during the period.

At € million 6/30/2013 12/31//2012 Change (Unaudited) Financial debt (21,482) (20,633) (849) - Asset-backed financing (9,913) (9,708) (205) - Other debt (11,569) (10,925) (644) Other financial assets/(liabilities) (1) 125 24 101 Cash, cash equivalents and current securities 3,658 4,615 (957) Net Debt (17,699) (15,994) (1,705) Industrial Activities (2,274) (1,642) (632) Financial Services (15,425) (14,352) (1,073) (1) Includes positive and negative fair value of derivative financial instruments.

Significant events during the first half 2013 and subsequent events

On 7 February 2013, FIAT Industrial completed renewal of a 3-year €2 billion committed revolving credit facility with a group of twenty-one banks. The facility is available for general corporate purposes and working capital requirements and replaces the 3-year €2 billion facility signed in December 2010.

At the Annual General Meeting on 8 April 2013, shareholders approved the 2012 statutory financial statements and distribution of a gross dividend of approximately €275 million. A new Board of Statutory Auditors was also elected for the three-year period 2013-2015.

On 9 July 2013 the Shareholders of FIAT Industrial met at an Extraordinary General meeting and approved the merger between FIAT Industrial and CNH Global N.V. with and into a newly- established company to be named CNH Industrial N.V. On 9 August 2013, FIAT Industrial announced that the withdrawal right of its shareholders was exercised in relation to 2,741,655 shares having an aggregate redemption amount equal to €24,392,505. From 12 August until 10 September 2013 such shares were offered to FIAT Industrial shareholders not having exercised the withdrawal right at the price of €8.897 per share.

On 18 September 2013, FIAT Industrial announced that FI CBM Holdings N.V. – the company that upon completion of the combination between FIAT Industrial and CNH Global N.V. has been renamed “CNH Industrial N.V.” – announced that it filed applications for admission of its common shares to listing on the New York Stock Exchange and the market organised and managed by Borsa Italiana S.p.A.

On 23 September 2013, FIAT Industrial announced that all shares of the shareholders exercising the withdrawal rights were subscribed for. As a consequence, FIAT Industrial will have no cash outlay in this respect. As the 2,741,655 shares offered were oversubscribed, such shares were allocated pro rata to the number of shares held by requesting shareholders.

On 30 September 2013, CNH Industrial announced that on 27 and 28 September 2013 the deed of merger relating to the merger of FIAT Industrial with and into CNH Industrial and the deed of merger relating to the merger of CNH Global N.V. with and into CNH Industrial were executed: as a consequence, the closing of the transaction was consummated on 29 September 2013. Upon closing CNH Industrial N.V. issued 1,348,867,772 common shares allotted to FIAT Industrial and CNH Global N. V. shareholders on the basis of the respective exchange ratio. In particular, FIAT Industrial shareholders received one CNH Industrial common share for each FIAT Industrial ordinary share held and CNH shareholders received 3.828 CNH Industrial common shares for each CNH Global common share held.

On 30 September 2013, CNH Industrial announced that trading in its shares on the New York Stock Exchange and the market organised and managed by Borsa Italiana S.p.A. had begun.

On 4 October 2013, CNH Industrial announced that its wholly owned subsidiary, CNH Capital LLC, priced a private offering of $500 million in aggregate principal amount of 3.250 per cent. notes due 2017, issued at par. On 9 October 2013, CNH Industrial announced that CNH Capital LLC completed its previously announced private offering of $500 million in aggregate principal amount of 3.250 per cent. notes due 2017, issued at par. CNH Industrial also announced that CNH Capital LLC intends to use the net proceeds from the offering for working capital and other general corporate purposes, including, among other things, the purchase of receivables or other assets. The net proceeds may also be applied to repay CNH Capital LLC’s indebtedness as it becomes due. The notes, which are senior unsecured obligations of CNH Capital LLC, will pay interest semi-annually on 1 February and 1 August of each year, beginning on 1 February 2014, and will be guaranteed by CNH Capital America LLC and New Holland Credit Company, LLC, each a wholly owned subsidiary of CNH Capital LLC. The notes will mature on 1 February 2017.

On 31 October 2013, CNH Industrial issued a press release announcing the approval of its consolidated financial results for the third quarter ended 30 September 2013. The highlights contained in such press release are the following:

“- Third quarter revenues totaled €6.2 billion, down 1.5% over Q3 2012. On a constant currency basis revenues increased 5.4%, as growth for the agricultural equipment, trucks and commercial vehicles and powertrain businesses was partially offset by more challenging trading conditions in the construction equipment business.

- Trading profit for the quarter was €508 million, with trading margin at 8.2% (Q3 2012: €570 million, 9.0% margin).

- Net profit of €248 million, or €0.169 per share, down €43 million against Q3 2012.

- Net industrial debt increased €228 million during the quarter to €2,502 million at September 30, 2013, with positive operating performance offset by a seasonal increase in working capital and sustained capital expenditures primarily related to new product initiatives. Available liquidity totaled €4.9 billion.

- Full year guidance confirmed.”

With respect to the 2013 guidance, the above press release of CNH Industrial stated the following:

“2013 Outlook”

On the back of the Group’s performance to date and our expectations of recovering trading conditions across all segments and a continuation of strength in the agricultural equipment market, CNH Industrial is confirming its 2013 guidance as follows:

- Revenues up between 3% and 4%;

- Trading margin between 7.5% and 8.3%; and

- Net industrial debt between €1.4 billion and €1.6 billion.”

The full press release is available on CNH Industrial's website http://www.cnhindustrial.com.

FIAT

(30.05 per cent. of share capital)

The main consolidated results of the FIAT Group for the first half of 2013 are as follows:

Half I € million 2013 2012(1) Change (Unaudited) (Unaudited) Net revenues 42,082 41,745 337 Trading profit/(loss) 1,647 1,753 (106) EBIT 1,660 1,767 (107) Profit/(loss) for the period 466 501 (35) Profit/(loss) attributable to owners of the parent 59 67 (8)

At € million 6/30/2013 12/31/2012(2) (Unaudited) Total assets 86,169 82,106 Net debt (10,091) (9,600) - of which: Net industrial debt (6,711) (6,545) Equity attributable to owners of the parent 6,449 6,187

(1) Following the application of the amendment to IAS 19 the figures reported for the first half of 2012 have been restated. The effect compared to the previously reported figures for the first half of 2012 is a decrease in profit by €236 million (€5 million higher loss for FIAT excluding Chrysler), of which €123 million (€10 million for FIAT excluding Chrysler) arose from an increase in costs from ordinary operations and €113 million from an increase in financial expenses (€5 million lower expenses for FIAT excluding Chrysler). (2) Following the application of the amendment to IAS 19, the comparative figures have been restated. More specifically, the figure for closing equity reported in the consolidated financial statements at 31 December 2012 has decreased by €4,804 million, of which €2,872 million relates to equity attributable to owners of the parent and €1,932 million relates to non-controlling interest.

Net revenues Group revenues were €42.1 billion for the period, in line with the first half of 2012 in nominal terms, but up 3 per cent. at constant exchange rates.

On a regional basis, revenues in NAFTA were €21.5 billion and substantially flat in nominal terms (+2 per cent. at constant exchange rates). LATAM reported revenues of €5.3 billion, a 2 per cent. improvement year‐on‐year (+10 per cent. at constant exchange rates). APAC increased 41 per cent. to €2.1 billion. In EMEA, revenues totalled €9.1 billion, a 3 per cent. decrease over the prior year mainly reflecting volume declines in Europe.

Luxury and Performance brands increased revenues by 9 per cent. to €1.6 billion, driven by growth in Asia and North America.

For Components, revenues totalled €4.1 billion (in line with the first half of 2012).

Half I Change € million 2013 2012 % (Unaudited) (Unaudited) NAFTA (mass-market brands) 21,509 21,354 0.7 LATAM (mass-market brands) 5,307 5,211 1.8 APAC (mass-market brands) 2,085 1,477 41.2 EMEA (mass-market brands) 9,130 9,428 (3.2) Luxury and Performance Brands (Ferrari, Maserati) 1,569 1,438 9.1 Components and Production Systems(Magneti Marelli, Teksid, Comau) 4,055 4,037 0.4 Other 469 480 (2.3) Eliminations and adjustments (2,042) (1,680) 21.5 Net revenues 42,082 41,745 0.8

Trading profit/(loss)

Trading profit totalled €1,647 million for the first half of 2013, a €106 million decrease over the first half of 2012. NAFTA reported a trading profit of €1,065 million, a €209 million decrease over the first half of 2012 (restated for IAS 19 as amended), due to first quarter results that were impacted by lower volumes and increased industrial costs related to the launches of new products. LATAM posted a trading profit of €410 million, down 13 per cent. in nominal terms and 5 per cent. at constant exchange rates; net of currency translation effects, the decrease was mainly attributable to results for the first quarter which were impacted by a less favourable production mix. APAC increased 41 per cent. to €199 million. In EMEA, losses were reduced by €90 million or 26 per cent. to €255 million on the back of continued cost discipline and some improvement in product mix. For Luxury and Performance brands, trading profit increased by 3 per cent. to €181 million and Components reported a 13 per cent. increase to €93 million.

EBIT

EBIT was €1,660 million (€1,767 million in the first half of 2012, restated for IAS 19 as amended). For mass‐market brands by region, NAFTA reported EBIT of €1,133 million, a 14 per cent. decrease over the first half of 2012 (as restated for IAS 19 as amended) mainly reflecting lower trading profit. LATAM posted €351 million (€473 million in the first half of 2012) as a result of the trading profit performance and net unusual charges related to the devaluation of the Venezuelan bolívar fuerte relative to the U.S. dollar. APAC increased by 20 per cent. to €174 million. EMEA reduced losses by €169 million to €185 million (the first half of 2012 included a writedown on the investment in the SevelNord JV).

Half I Change € million 2013 2012 (1) % (Unaudited) (Unaudited) NAFTA (mass-market brands) 1,133 1,312 (13.6) LATAM (mass-market brands) 351 473 (25.8) APAC (mass-market brands) 174 145 20.0 EMEA (mass-market brands) (185) (354) 47.7 Luxury and Performance Brands (Ferrari, Maserati) 181 175 3.4 Components and Production Systems(Magneti Marelli, Teksid, Comau) 95 82 15.9 Other (78) (48) (62.5) Eliminations and adjustments (11) (18) 38.9 EBIT 1,660 1,767 (6.1) (1) Following the application of the amendment to IAS 19, the figures previously reported for the first half of 2012 have been restated: EBIT was reduced €113 million for the NAFTA region, €1 million for Components and €9 million for Eliminations and Adjustments.

Profit/(loss) for the period

Net financial expense totalled €945 million, a decrease of €6 million over the first half of 2012. Net of the marking‐to-market of the FIAT stock option‐related equity swaps (gains of €36 million in the first half of 2013 and €29 million in the first half of 2012), net financial expense was in line with the first half of 2012.

Profit before taxes was €715 million (€816 million in the first half of 2012, restated for IAS 19 as amended). The €101 million decrease reflected a €107 million decrease in EBIT and the decrease in net financial expense.

Income taxes totalled €249 million. Excluding Chrysler, income taxes were €189 million and related primarily to the taxable income of companies operating outside Italy and employment‐related taxes in Italy.

Net profit was €466 million for the first half of 2013 (€501 million for the first half of 2012, restated for IAS 19 as amended). For FIAT excluding Chrysler, the net loss was reduced by €42 million over the first half of 2012 to €482 million.

Profit attributable to owners of the parent in the first half of 2013 was €59 million compared with €67 million for the first half of 2012.

Equity

Equity attributable to owners of the parent of FIAT at 30 June 2013 amounted to €6,449 million compared with €6,187 million at December 31, 2012.

Net debt

As at June 30, 2013, consolidated net debt totalled €10,091 million, up €491 million over the beginning of the year. Excluding Chrysler, net debt was €725 million higher, with €1.6 billion in capital expenditure and a €0.5 billion increase in the financial services portfolio only partially compensated for by €1.3 billion in income-related cash inflows.

For Chrysler, net debt was down €234 million to €1,263 million, primarily reflecting €2 billion in cash flow from operating activities and €1.9 billion in capital expenditure for the period. At € million 6/30/2013 12/31/2012 Change (Unaudited) Debt (28,506) (27,889) (617) - Asset-backed financing (514) (449) (65) - Bonds, bank loans and other debt (27,992) (27,440) (552) Current financial receivables from jointly-controlled financial services companies (1) 57 58 (1) Gross debt (28,449) (27,831) (618) Cash, cash equivalents and current securities 17,969 17,913 56 Other financial assets (liabilities) (2) 389 318 71 Net debt (10,091) (9,600) (491) Industrial Activities (6,711) (6,545) (166) Financial Services (3,380) (3,055) (325) (1) Includes current financial receivables from FGA Capital Group. (2) Includes fair value of derivative financial instruments.

Significant events during the first half 2013 and subsequent events

On 9 January 2013, Chrysler Group announced that it had received a demand from the United Auto Workers’ Retiree Medical Benefits Trust (VEBA), pursuant to the terms of the relevant shareholders’

agreement, seeking registration of approximately 16.6 per cent. of Chrysler Group’s outstanding equity interests currently owned by VEBA.

On 18 January 2013, Fiat Group Automobiles S.p.A. and Mazda Motor Corporation signed a final agreement for the development and manufacturing of a new roadster for the Mazda and Alfa Romeo brands based on Mazda’s next-generation MX-5 rear-wheel-drive architecture. Each model will be powered by proprietary engines unique to the respective brands. Both vehicles will be manufactured at the Mazda plant in Hiroshima, Japan. Production of the Alfa Romeo model is scheduled to begin in 2015.

On 6 February 2013, Chrysler Group announced an agreement with Santander Consumer USA Inc. (SCUSA) under which SCUSA, beginning 1 May 2013, would provide a full range of wholesale and retail financing services to Chrysler Group’s dealers and consumers under the Chrysler Capital brand name.

On 25 February 2013, Fitch Ratings lowered its rating on FIAT’s long-term debt from BB to BB-. The short-term rating was confirmed at B. The outlook is negative.

On 15 March 2013, FIAT issued a €1.25 billion bond (fixed coupon 6.625 per cent., due March 2018). The Notes – issued by Fiat Finance and Trade Ltd. S.A. and guaranteed by FIAT under its GMTN Program – were rated B1 by Moody’s, BB- by Standard & Poor’s and BB- by Fitch.

On 9 April 2013, FIAT shareholders approved the 2012 financial statements and the motion for allocation of the 2012 net results. Shareholders also approved the Compensation Policy, pursuant to Article 123-ter of Legislative Decree 58/98, and renewed authorisation for share buybacks up to a maximum amount of €1.2 billion, inclusive of the €259 million in FIAT shares already held.

On 21 June 2013, Chrysler Group LLC announced that it had taken advantage of market conditions and its improved credit profile to reduce the interest rate for its $3.0 billion Tranche B Term Loan and its undrawn $1.3 billion revolving credit facility. In addition, certain loan covenants were amended to be consistent with those in the Company’s bond agreement. The interest rate re-pricing is expected to reduce annual interest costs by approximately $50 million. In addition, a call premium of $29.5 million was paid in connection with the transaction.

Also on 21 June 2013, FIAT signed an agreement for a €2 billion 3-year committed revolving credit facility to replace the €1.95 billion 3-year revolving credit facility signed in July 2011. The syndication was successfully completed on 18 July with 19 banks. As a result of the positive response, the facility was increased on that date from €2.0 billion to €2.1 billion.

In connection with its participation in the recapitalisation of RCS MediaGroup S.p.A. (RCS), on 28 June 2013 FIAT announced it had purchased 10,700,000 rights on the regulated market entitling it to subscribe to 32,100,000 new RCS ordinary shares. Additionally, FIAT committed to subscribing to its pro rata share of the RCS capital increase for a total of 34,608,429 ordinary shares, as well as purchasing additional rights offered by other members of the RCS shareholder agreement entitling it to subscribe to a further 9,082,788 RCS ordinary shares. In total, FIAT subscribed to 75,791,217 new RCS ordinary shares for a total amount of nearly €94 million (including cost of the rights). Following completion of the RCS capital increase on 17 July, FIAT holds 87,327,360 RCS ordinary shares, representing 20.55 per cent. of new ordinary share capital.

On 3 July 2012, FIAT exercised its option to purchase a first tranche of VEBA’s equity interest in Chrysler, corresponding to approximately 3.3 per cent. of Chrysler’s outstanding equity. On 26 September 2012, FIAT sought a declaratory judgment in the Delaware Chancery Court to confirm the price to be paid. On 31 July 2013, in its ruling, the Delaware court granted FIAT judgment on the pleadings on two of the most significant issues in dispute in the litigation. The court also denied, in its entirety, the VEBA’s cross-motion for judgment on the pleadings, including the VEBA’s claim that it

is barred from selling its Chrysler membership interests at the price determined by the call option agreement pursuant to the Department of Labor’s Prohibited Transaction provisions. On 3 January 2013, FIAT exercised its option to purchase a second tranche of VEBA’s equity interest in Chrysler, corresponding to approximately 3.3 per cent. of Chrysler’s outstanding equity. On 8 July 2013, FIAT notified VEBA of the exercise of its option to purchase a third tranche of the interest held by VEBA in Chrysler Group LLC, representing approximately 3.3 per cent. of Chrysler’s outstanding equity. FIAT’s calculation of the net amount payable to purchase this third tranche is $254.7 million. Following completion of the purchase of the three tranches, FIAT will hold 68.49 per cent. of Chrysler’s outstanding equity.

On 9 July 2013, FIAT CEO Sergio Marchionne presented plans for future activities at the Sevel plant (a 50/50 JV between FIAT and PSA Group for the production of Light Commercial Vehicles) located in Atessa, Italy, where the Ducato is currently produced. Approximately €700 million is to be invested in the existing facility over 5 years. Together with application of world class manufacturing standards, this will enable Sevel to further improve its standing as one of the most advanced automotive production facilities in the world.

On 9 July 2013, FIAT announced the launch and pricing of a benchmark note issuance denominated in euro. The offering was settled on 12 July 2013 and consisted of notes with the following characteristics: €850 million in principal amount of guaranteed 6.75 per cent. notes due October 2019, with an issue price of 100 per cent. of the principal amount.

On 12 September 2013, FIAT announced plans to increase the guaranteed notes issued on 12 July 2013. The reopening was settled on 17 September 2013 with the following characteristics: issuance of €400 million in principal amount of guaranteed 6.75 per cent. notes due October 2019, with an issue price of 101.231 per cent. and a yield to maturity of 6.50 per cent., increasing the total amount of the issue to €1.25 billion. The Notes, which were issued by Fiat Finance and Trade Ltd, société anonyme, a wholly-owned subsidiary of FIAT, under the Global Medium Term Note Programme guaranteed by FIAT, have been rated B1 by Moody’s Investors Service, BB- by Standard & Poor’s and BB- by Fitch. The Notes have been admitted to listing on the Irish Stock Exchange. The issuance was authorised by the resolution of the Board of Directors of FIAT dated 30 January 2013.

On 30 July 2013, FIAT announced that Fiat Group Automobiles, Crédit Agricole and Crédit Agricole Consumer Finance reached an agreement to extend the 50/50 Joint Venture in FGA Capital up to 31 December 2021. Extension of the alliance is intended by the partners to ensure the long-term sustainability of FGA Capital, a captive finance company that manages Fiat Group Automobiles’ main activities in retail auto financing, dealership financing, long-term car rental and fleet management in 14 European countries. Those activities are well diversified across the main European markets. FGA Capital will continue to benefit from the financial support of Crédit Agricole Group, while strengthening its position as an active player in the securitisation and debt markets.

On 20 August 2013, FIAT and Itaú Unibanco renewed the commercial cooperation agreement in place in Brazil since 2003 for a further 10 years. The agreement provides FIAT’s customers and dealer network with a strong financial partner that offers a full spectrum of competitive financing solutions. In return, Itaú Unibanco is granted exclusivity for FIAT’s new vehicle financing in promotional campaigns and exclusive use of the Fiat brand in activities related to vehicle financing.

On 3 September 2013, FIAT reported a change in share capital (fully subscribed and paid in) which, as per the notification filed on 2 September 2013 in accordance with art. 2444 of the Italian Civil Code, consisted of the issue of 35,000 new shares in relation to the exercise of stock options.

On 4 September 2013, there was a meeting in Rome with the Italian trade unions CISL, UIL, FIM, UILM, FISMIC, UGL, UGLM and the Associazione Quadri e Capi – all of which are signatories to FIAT’s Collective Labor Agreement. FIAT took the occasion to reiterate how pivotal the agreement has been in restoring production quality and efficiency at Group plants in Italy. At the meeting, the

trade unions confirmed their commitment to protecting and strengthening the contractual relationship, with full awareness of its vital importance to FIAT’s continued commitment to its industrial presence in Italy. On the basis of this renewed mutual commitment, FIAT announced that the Group would immediately undertake the investment necessary to ensure future production and jobs at the Mirafiori plant which is intended to have a key role in the development of premium segment manufacturing activities in Turin.

On 18 September 2013, Fitch Ratings confirmed its rating on FIAT’s long-term debt at BB-. The short-term rating was confirmed at B. The outlook remains negative.

On 24 September 2013, FIAT announced that the Chrysler Group had filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (SEC) relating to a proposed initial public offering of common shares in response to the registration demand from VEBA, under the relevant shareholders’ agreement. The number of shares to be offered and the price range for the offering have not yet been determined. The common shares to be sold in the offering are proposed to be sold by VEBA, which will receive all of the net proceeds from the offering. Although a registration statement has been filed with the SEC it has not yet become effective and there can be no guarantee that an offering will take place.

On 4 October 2013, FIAT reported a change in share capital (fully subscribed and paid in) which, as per the notification filed on 3 October 2013 in accordance with art. 2444 of the Italian Civil Code, consisted of the issue of 140,000 new shares in relation to the exercise of stock options.

On 28 October 2013, FIAT announced that Fiat Group Automobiles completed the acquisition of the 50 per cent. stake in VM Motori S.p.A. held by General Motors. The purchase consideration was €34.1 million. FIAT Group acquired an initial 50 per cent. stake in VM in 2010 and now has 100 per cent. control. The purchase has been implemented following the exercise of a put option by General Motors, after several years of fruitful cooperation. Established in 1974, VM is specialises in the production of advanced diesel engines.

On 30 October 2013, FIAT issued a press release announcing the approval of the consolidated financial results for the three and nine-month period ended 30 September 2013 and updating its 2013 guidance. The highlights contained in such press release are the following:

“- Worldwide shipments for mass-market car brands totaled nearly 1 million units, in line with the prior year, with a significant increase in APAC (+73%), a reversal in trend in EMEA, up 4%, and stable volumes in NAFTA. LATAM was down 13% compared to a strong Q3 2012, which had benefited from the introduction of sales tax incentives in Brazil late in Q2 2012. - Revenues of €20.7 billion were up 1.4% in nominal terms but 8% at constant exchange rates, with top line growth for NAFTA, APAC and EMEA offsetting the reduction in LATAM. Luxury brands posted a strong year-over-year increase, with Maserati more than doubling over the prior year. - Trading profit totaled €816 million, down from €901 million in Q3 2012 (IAS 19 restated) mainly due to €80 million in unfavorable currency translation impacts, net of which Group trading profit was in line with the prior year. EMEA reduced losses by €73 million to €165 million, and APAC and Luxury Brands posted strong year-over-year increases of 32% and 47% respectively, while NAFTA was down 13%, impacted by higher industrial costs, including those associated with the delay in commencement of shipments of the new Jeep Cherokee to the fourth quarter, and negative currency translation differences. - LATAM decreased 52% (-42% at constant exchange rates) on the back of lower volumes, compared with a peak in Q3 2012 which benefited from the recent introduction of higher sales tax incentives in Brazil, and a less favorable production mix. - Net profit was €189 million up from €171 million for Q3 2012 (IAS 19 restated).

- Net industrial debt increased to €8.3 billion (€6.7 billion at end Q2), reflecting seasonal cash absorption in line with Q3 2012, net of equity investments. - Total available liquidity was €20.1 billion, down €0.8 billion over Q2, due in equal measure to operating-related cash absorption, net of new financing, and unfavorable currency translation effects. - Guidance for 2013 updated as follows: revenues of about €88 billion (from the €88 - €92 billion range, or €84 - €88 billion range at current exchange rates); trading profit in the €3.5 - €3.8 billion range (from the €4.0 - €4.5 billion range, or €3.7 - €4.2 billion range at current exchange rates); net profit in the €0.9 - €1.2 billion range (from the €1.2 - €1.5 billion range or €1.0 - €1.3 billion range at current exchange rates); net industrial debt in the €7.0 - €7.5 billion range (from ~€7.0 billion, which did not include the ~€0.2 billion negative impact from Q3 equity investments net of exchange rates).”

The full press release is available on FIAT’s website http://www.fiatspa.com.

On 5 November 2013, FIAT reported a change in share capital (fully subscribed and paid in) which, as per the notification filed on 4 November 2013 in accordance with Article 2444 of the Italian Civil Code, consisted of the issue of 24,375 new shares in relation to the exercise of stock options.

CUSHMAN & WAKEFIELD

(68.58 per cent. of share capital through EXOR S.A.)

The data presented and commented on below is taken from C&W Group’s consolidated accounting data as of and for the six months ended 30 June 2013, prepared in accordance with International Financial Reporting Standards (IFRS), unless otherwise noted.

In order to correctly interpret C&W Group’s performance, it should be noted that a significant portion of C&W Group’s revenue is seasonal, which can affect its ability to compare the financial condition and results of operations on a quarter-by-quarter basis. Historically, this seasonality has caused its revenue, operating income, income attributable to owners of the parent and cash flows from operating activities to be lower for the first two quarters and higher in the third and fourth quarters of each year. The concentration of earnings and cash flows in the fourth quarter is due to a number of factors, including an industry-wide focus on completing transactions toward the calendar year-end.

Half I Change $ million 2013 2012 Amount % (Unaudited) (Unaudited) Net revenues (Commission and service fee) (A) 721.0 678.2 42.8 6.3 Reimbursed costs - managed properties and other costs 312.9 228.3 84.6 37.1 Gross revenues (A+B) 1,033.9 906.5 127.4 14.1 Adjusted EBITDA (a) 17.5 16.6 0.9 5.4 EBITDA 10.4 16.6 (6.2) (37.3) Operating loss (7.1) (2.8) (4.3) n.s. Adjusted loss attributable to owners of the parent (b) (10.2) (18.4) 8.2 (44.6) Loss attributable to owners of the parent (14.6) (18.4) 3.8 (20.7) (a) EBITDA represents earnings before net interest expense, income taxes, and depreciation and amortisation, while Adjusted EBITDA removes the impact of acquisition-related charges of $2.4 million and non-recurring reorganisation-related charges of $4.7 million. Company management believes that EBITDA and Adjusted EBITDA are useful in evaluating operating performance compared to that of other companies in the industry, as they assist in providing a

more complete picture of C&W’s results from operations. Because EBITDA and Adjusted EBITDA are not calculated under IFRS, the Company’s EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures used by other companies. (b) Adjusted loss attributable to owners of the parent excludes the tax-affected impacts of certain acquisition-related and non-recurring reorganisation-related charges.

$ million 6/30/2013 12/31/2012 (c) Change (Unaudited) Equity attributable to owners of the parent 784.6 804.8 (20.2)

Consolidated net financial position (129.5) (87.4) (42.1) (c) Following the retrospective application of the amendment to IAS 19 – Employee benefits from 1 January 2013, the figures previously reported in the statement of financial position at 31 December 2012 have been restated as required by IAS 1.

In the first half of 2013, C&W Group made significant progress in executing its long-term strategic plan by enhancing recurring revenue streams and delivering a consistent service mix across geographies. The firm drove growth across its global service lines as the first half progressed, as evidenced by the double-digit revenue increases in the Corporate Occupier & Investor Services (CIS), Capital Markets and Valuation & Advisory (V&A) businesses.

Recurring revenue performance year-to-date was led by the CIS business growth of 17.4 per cent. year-over-year following a number of notable wins from iconic brands. Additionally, CIS’s acquisition of the Singapore-based project management company, Project Solution Group on 1 July, positions C&W as a market leader in project management services in the Asia Pacific region. Momentum in V&A’s business was driven by a national scope assignment for a major U.S. retailer.

Capital Markets advised on numerous high-profile transactions including Mitsubishi Estate Company’s sale of the headquarters building of the London Stock Exchange. The firm’s Leasing business remains well positioned to capture opportunities presented by recovering markets as evidenced by Group’s being appointed the exclusive leasing agent for two major office towers in Manhattan, 75 Rockefeller Plaza and 1221 Avenue of the Americas.

The following are some of the specific successes that C&W Group achieved across its regions and service lines during the first half of 2013:

- Services:

- Appointed to provide facilities management services for a 1.2 million square foot portfolio in China; - Won the property management of a 17 million square foot portfolio in India; - Received a portfolio valuation mandate for the largest domestic fund in India, as well as a mandate from the iconic Australian retail brand David Jones; - V&A completed a three-phase national scope assignment of over 700 department stores, distribution centres and a corporate headquarters campus for a major national retailer; - Won multiple mandates in the first quarter including: Capital One – 12.5 million square feet (multiple services – global portfolio) and IndCor - a property management mandate for its industrial US portfolio;

- Leasing activities:

- Won over 1 million square feet of new instructions including replacing CBRE as joint leasing agent on Brookfield’s iconic 16 story, 600,000 square foot development, Principal Place, EC2, and winning the leasing mandate agents on WR Berkley’s 400,000 square foot iconic development - The Scalpel;

- Continue to win a number of high profile leasing mandates, including several major shopping centre mandates – for example, the new 184,000 square foot TAU Gallery in Russia; - Named exclusive leasing agent for two major office towers in Manhattan - 75 Rockefeller Plaza and 1221 Avenue of the Americas;

- Capital Markets activities:

- Arranged the 400 million euro sale of Rosengardcentre, Denmark’s second largest shopping centre, located in Odense on Funen; - Advised Future Fund on the sale of its 33 per cent. share of The Bullring in Birmingham, U.K. to Hammerson and CPPIB for £307 million; - Advised Mitsubishi Estate Company (MEC) on the sale of King Edward Court at 10 Paternoster Square, the headquarters building of the London Stock Exchange, to Oxford Properties for £235 million; - Arranged the sale of New England Executive Park, a 10-building, 1 million-square-foot park in Burlington, Massachusetts for $216 million; - Executed the Bekasi Square sale in Jakarta ($35 million).

In addition, C&W Group opened the first office in Taiwan, extended the contract with a key UK client, Everything Everywhere, and was named site-wide property manager for the new World Trade Center site in Lower Manhattan.

With respect to its financial performance in the first half of 2013, C&W Group reported double-digit gross revenue growth of 14.1 per cent., or 14.9 per cent. excluding the impact of foreign exchange, to $1,033.9 million, as compared with $906.5 million for the same period in the prior year, while net revenue increased 6.3 per cent., or 7.2 per cent. excluding the impact of foreign exchange, to $721.0 million, as compared with $678.2 million for the prior year first half.

The following presents the breakdown of gross and net revenue by geographical area.

Half I (Unaudited) Change $ million 2013 2012 Amount % Americas 771.9 74.7% 663.5 73.2% 108.4 16.3 EMEA 184.3 17.8% 184.0 20.3% 0.3 0.2 Asia 77.7 7.5% 59.0 6.5% 18.7 31.7 Gross revenue 1,033.9 100.0% 906.5 100.0% 127.4 14.1 Americas 514.7 71.4% 490.3 72.3% 24.4 5.0 EMEA 150.6 20.9% 142.8 21.1% 7.8 5.5 Asia 55.7 7.7% 45.1 6.6% 10.6 23.5 Net revenue 721.0 100.0% 678.2 100.0% 42.8 6.3

Net revenue increased across all three regions, with notable revenue gains in the Americas, primarily in the U.S. and Latin America, where revenue grew $14.4 million, or 3.7 per cent., and $8.6 million, or 16.0 per cent., respectively, followed by the Asia Pacific region.

The following presents the breakdown of net revenue by service line:

Half I (Unaudited) Change $ million 2013 2012 Amount % Leasing 337.3 46.8% 349.7 51.6% (12.4) (3.5) CIS 186.5 25.9% 158.7 23.4% 27.8 17.4 Capital Markets 98.1 13.6% 82.0 12.1% 16.1 19.6 V&A 91.5 12.7% 80.7 11.9% 10.8 13.4 Business Consulting 7.6 1.0% 7.1 1.0% 0.5 7.0 Net revenue 721.0 100.0% 678.2 100.0% 42.8 6.3

From a service line perspective, net revenue growth for the period was driven by year-over-year, double-digit growth in CIS, Capital Markets and V&A, partially offset by a slight decline in Leasing revenue.

The following table presents the changes in net revenue by region and by service line for the six months ended 30 June 2013, as compared with the six months ended 30 June 2012:

Americas EMEA ASIA Total $ million amount % amount % amount % amount % Leasing (15.5) (5.5) (3.7) (7.5) 6.8 36.4 (12.4) (3.5) CIS 20.2 20.5 4.6 10.2 3.0 20.1 27.8 17.4 Capital Markets 8.9 18.1 6.6 25.3 0.6 9.1 16.1 19.6 V&A 10.7 18.2 (0.3) (1.6) 0.4 14.3 10.8 13.4 Business Consulting 0.1 3.9 0.6 19.7 (0.2) (9.5) 0.5 7.0 Net revenue 24.4 5.0 7.8 5.5 10.6 23.5 42.8 6.3

CIS revenue, which increased in all three regions, was primarily driven by revenue gains in the Project, Property and Facilities Management subservice lines, primarily in the Americas and EMEA regions, due to new major client wins in the latter part of 2012 and in 2013, as the Company continues to build its platform across the globe. Also contributing to the increase in CIS was revenue from the Client Services Group (CSG), the Atlanta and Dallas-based third party client services business of Cousins Properties Incorporated, which was acquired by the Company on 28 September 2012.

Capital Markets increased primarily in the Americas and EMEA regions driven by revenue gains in the Investment Sales & Acquisitions segment of the business.

The V&A business, which, along with CIS, is a major component of the Company’s strategic growth plan and initiatives to enhance recurring revenue streams, continued to grow steadily, primarily in the U.S. and South America, where revenue increased $6.7 million, or 13.1 per cent., and $2.5 million, respectively.

Leasing revenue decreased primarily due to a reduction in Office Leasing revenue in the Americas and the EMEA regions, reflecting continued caution regarding the economic recovery, while revenue is up in the Asia Pacific region due to an increase in the number of large transactions closed during the first half of 2013, as compared with the prior year period.

Commission expense increased $1.1 million, or 0.5 per cent., to $225.5 million for the six months ended June 30, 2013, as compared with $224.4 million for the same period in the prior year, primarily due to the higher Capital Markets and V&A revenues reported above, partially offset by the decrease in leasing revenue. Foreign exchange decreased commission expense by $0.1 million, or 0.1 percentage points. The U.S. accounted for 56.4 per cent. and 57.8 per cent. of the global net revenue for the six months ended 30 June, 2013 and 2012, respectively. EMEA, which has the lowest commission expense as a percentage of net revenue, accounted for 20.9 per cent. and 21.1 per cent. of the global net revenue for the six months ended 30 June, 2013 and 2012, respectively. Total commission expense as a

percentage of total net revenue was 31.3 per cent. and 33.1 per cent. for the first six months of 2013 and 2012, respectively. The decrease of 1.8 percentage points is primarily due to the reduction in leasing revenue.

Cost of services sold increased $14.2 million, or 29.5 per cent., to $62.3 million for the six months ended 30 June 2013, as compared with $48.1 million for the same period in 2012, primarily due to the higher CIS revenue, in addition to an increase in assignments where the Company is acting as the principal and the costs are not subject to reimbursement, as well as an increase in the utilisation of outside professionals to complete time sensitive Project Management and Lease Administration assignments. Foreign exchange decreased cost of services sold by $2.7 million, or 5.7 percentage points.

Operating expenses for the six months ended 30 June 2013 increased $31.8 million, or 7.8 per cent., to $440.3 million, as compared with $408.5 million for the same period last year, primarily due to higher employment expenses, largely driven by merit increases and higher headcounts, as well as increases in other direct costs in line with the Group’s revenue growth and strategic plan initiatives. Also included in operating expenses are certain acquisition and non-recurring reorganisation-related costs of $1.3 million, which are excluded from Adjusted EBITDA, and certain non-recurring employment-related costs. Foreign exchange decreased operating expenses by $3.2 million, or 0.8 percentage points.

At the operating level, C&W Group’s results decreased by $4.3 million to an operating loss of $7.1 million for the first half of 2013, as compared with an operating loss of $2.8 million in the prior year period.

Other expenses, increased $1.5 million, or 27.8 per cent., to $6.9 million for the six months ended 30 June 2013, as compared with $5.4 million for the prior year period, primarily due to an acquisition- related charge in the current year quarter of approximately $3.0 million in connection with the purchase accounting for the earn-out relating to a business combination (excluded from Adjusted EBITDA), partially offset by increases in foreign currency gains of $0.6 million and a decrease in the charge related to C&W’s non-controlling shareholder put option liability of $1.0 million, comprising a non-recurring reorganisation-related charge of $2.8 million (excluded from Adjusted EBITDA).

Adjusted EBITDA, which excludes the impact of certain acquisition and non-recurring reorganisation-related charges that are reported in operating expenses and other expense of $1.3 million and $5.8 million, respectively, was $17.5 million for the current year-to-date period, representing a 5.4 per cent. increase over EBITDA of $16.6 million for the prior half year period, which was not impacted by any acquisition or non-recurring reorganisation-related charges. EBITDA as reported declined $6.2 million to $10.4 million in the first half of 2013, as compared with the first half of 2012.

The company recorded an income tax benefit of $3.3 million for the first half of 2013, as compared with an income tax expense of $6.2 million for the same period in the prior year, representing a decrease in income tax expense of $9.5 million. The decrease in income tax expense for the six months ended 30 June 2013, as compared with the same period in the prior year, is primarily attributable to an increase in the net pre-tax loss, the change in the composition of the net pre-tax loss between U.S. income and foreign losses and an increase in income tax benefits on those losses.

Adjusted loss attributable to owners of the parent, which excludes the tax-affected impacts of certain acquisition and non-recurring reorganisation-related charges, was $10.2 million for the current year six month period, representing an improvement of $8.2 million, or 44.6 per cent., over the loss attributable to owners of the parent of $18.4 million for the prior year six month period. The prior year-to-date period loss attributable to owners of the parent as reported was not impacted by any acquisition or non-recurring reorganisation-related charges.

The loss attributable to owners of the parent as reported improved by $3.8 million, or 20.7 per cent., to $14.6 million for the six months ended 30 June 2013, as compared with the prior year six month period.

C&W Group’s net financial position changed by $42.1 million to a negative $129.5 million (principally debt in excess of cash) as of 30 June 2013, as compared with a negative $87.4 million as of 31 December 2012. The change is due to first half operational needs, which are primarily driven by seasonality and the traditionally lower net revenue in the first half, as compared with the second half, and the timing of the prior year annual incentive compensation payments in the first quarter. The net financial position was a negative $147.3 million as of 30 June 2012.

On 10 June 2013, Glenn Rufrano resigned as Cushman & Wakefield’s chief executive officer after three years in the position, and has been temporarily replaced by Carlo Barel di Sant’Albano, chairman of the real estate brokerage. Sant’Albano serves as interim CEO role while remaining chairman of Cushman and CEO of the company’s European, Middle Eastern and African operations.

On 18 September 2013, Cushman & Wakefield represented The Movement, a new fitness studio concept, in a long-term lease at 32 West 18th Street, located between Fifth and Sixth Avenues. The grand opening is expected this winter. The Movement, a high-end boutique fitness studio, will occupy approximately 3,200 square feet on the ground floor in the 12-story building. With a slogan, “Give Back, Move Forward,” The Movement will donate $1 per person per class to brain cancer research.

On 24 September 2013, Cushman & Wakefield was awarded an exclusive international consulting and brokerage services engagement to market and lease Ascenty’s newest wholesale data centre properties in Brazil. When complete, the Ascenty properties are expected to collectively add more than 25 MW of critical IT power to the rapidly-emerging Brazilian data center market.

On 30 September 2013, Cushman & Wakefield advised affiliates of Great Eagle Holdings in the acquisition financing of the Langham Place Fifth Avenue Hotel in Manhattan. The Hotel is located at 400 Fifth Avenue in Midtown Manhattan. The 214-key property is part of a mixed-use building that was opened in November 2010. In addition to guestrooms, the Hotel features the Michelin-rated Ai Fiori Restaurant, the popular Bar on Fifth, a destination spa and salon, and 2,400 square feet of meeting space. The hotel is Great Eagle’s fourth in the United States, and first under the Langham Place brand.

On 2 October 2013, Cushman & Wakefield was appointed by Brookfield Office Properties Inc. and co-owners Broadway Partners as exclusive leasing agent for 450 West 33rd Street, a 1.7-million- square-foot office building located directly adjacent to Brookfield’s Manhattan West development site. The owners are planning a substantial overhaul of the building and will integrate it as a component of Brookfield’s 7 million-square-foot Manhattan West campus.

On 3 October 2013, Cushman & Wakefield was awarded an exclusive international services contract by Herbalife Ltd. to deliver transaction management and lease administration services for its worldwide real estate portfolio. Herbalife is a global nutrition company that currently operates more than 250 facilities worldwide, and the portfolio includes an additional 300 locations that are managed through 3rd party operators. The international component of Cushman & Wakefield’s contract includes all of Herbalife’s properties outside of the United States including distribution, manufacturing, office and product access facilities. Cushman & Wakefield prevailed in winning the contract among global competitors.

JUVENTUS FOOTBALL CLUB

(63.77 per cent. of share capital)

The following figures refer to the accounting data for the period 1 January – 30 June 2013 drawn up by Juventus F.C. for the purposes of the preparation of the half-year condensed consolidated financial statements of the EXOR Group at 30 June 2013.

Half ended € million 6/30/2013 6/30/2012 Change (Unaudited) (Unaudited)

Revenues 134.4 128.3 6.1 Operating costs (124.9) (114.9) (10.0) Operating loss (22.5) (2.4) (20.1) Loss for the period (28.6) (7.0) (21.6)

At € million 6/30/2013 12/31/2012 Change (Unaudited) Shareholders' equity 47.3 75.7 (28.4) Net financial position 160.3 149.6 10.7 The interim data cannot be construed as representing the basis for a full-year projection. For a correct interpretation of the data it should be noted that the financial year of Juventus does not coincide with the calendar year but covers the period 1 July – 30 June, which corresponds to the football season. The accounting data under examination thus represents the second half of operations for the year 2012/2013. Economic performance is characterised by the highly seasonal nature typical of the sector, determined mainly by the calendar of sports events and the two phases of the players’ Transfer Campaign. The financial position and cash flows of the company are also affected by the seasonal nature of the income components; in addition, some revenues items are collected in a period different from the recognition period.

Loss for the period (1 January – 30 June 2013) is €28.6 million, recording an increase of €21.6 million from the loss of €7 million reported for the same period of the prior year. The negative change is principally due to higher costs for external services (-€1.3 million), higher players’ wages and technical staff costs (-€7.9 million) following a general increase in fees and bonuses paid to players for the important sports results achieved, higher amortisation and depreciation of fixed assets (-€1.9 million) and the absence of a reversal of the impairment loss relating to the Juventus Library (-€14.5 million), compensated in part by higher revenues (+€6.1 million) recorded from the 2012/2013 season due to participation in the UEFA Champions League.

Shareholders’ equity as at 30 June 2013 is €47.3 million, registering a decrease compared with the balance of €75.7 million at 31 December 2012 due to the loss recorded for the period (-€28.6 million) and other changes (+€0.2 million).

Net financial position at 30 June 2013 is a negative €160.3 million, an increase of €10.7 million compared with a negative €149.6 million at 31 December 2012.

Other information

Continassa Area Project

On 22 December 2012, the City of Turin approved the Urban Planning Variation No. 277 and the redevelopment proposal for the Continassa Area adjacent to the Juventus Stadium. On 28 December 2012, Juventus and the City of Turin signed the preliminary agreement.

The price, as identified by the expert assigned by the City of Turin, was set at €11.7 million, which places a value of about €355 per square metre of GFA (totalling 33,000 square metres) and €65 per square metre for the long-term lease (totalling 180,000 square metres).

In addition, 5,000 square metres of GFA, already owned by Juventus will be transferred to the Juventus Area to house the new registered office in Cascina Continassa, which will be renovated for this purpose.

On 14 June 2013, Juventus and the City of Turin signed an agreement for the 99-year renewable lease on a portion of the Continassa Area. The area covers 180,000 square metres; the relative GFA (Gross Floor Area) is 33,000 square metres and will house the new Training and Media Centre for the First Team and services for the public, as well as private residences.

The Juventus Area was handed over by the City of Turin on 31 August 2013.

The remaining portion of the Continassa Area, totalling 80,000 square metres, will remain the property of the City of Turin, which plans to build a park and public services on the property.

Approval of the financial statements as of 30 June 2013

On 24 September 2013 Juventus announced that its Board of Directors approved the draft financial statements for the year ended 30 June 2013 which, despite recording a loss of € 15.9 million (which will be covered by using available reserves), show a significant improvement (+ 67.3 per cent.) over the loss of €48.6 million for the previous financial year, mainly due to the increase in revenues (+ 32.8 per cent.) resulting from the participation in the UEFA Champions League. On 25 October 2013, the Ordinary Shareholders’ Meeting of Juventus approved the financial statements as at 30 June 2013 which closed with a loss of €15.9 million, entirely covered by use of the share premium reserve. Dividends were not therefore distributed.

Adidas technical sponsor

On 24 October 2013, Juventus announced that it had reached an agreement with adidas International Marketing B.V. (“adidas”) for a technical sponsorship starting from season 2015/2016. adidas will be the technical sponsor of all Juventus teams for a fixed consideration of €139.5 million for the six- year term. The consideration does not include the value of adidas products that will be annually supplied to the club or the programme of performance related incentives and bonuses available to the club. In addition, adidas will manage all Juventus licensing and merchandising activities for a fixed consideration of €6 million per annum. The club may also benefit from additional royalty payments upon exceeding a threshold of sales. For the current season and the 2014/2015 season, Nike will continue in its role of technical sponsor and trademark licensee.

ALMACANTAR

(36.29 per cent. of share capital through EXOR S.A.)

The main consolidated income figures for the Almacantar Group for the six months ended 30 June 2013 are as follows:

Half I £ million 2013 2012 Change (Unaudited) (Unaudited) Net property income 8.6 5.7 2.9 Operating profit 6.3 3.8 2.5 Profit after tax 3.0 1.0 2.0 Profit attributable to owners of the parent 2.6 0.6 2.0

Almacantar reported a profit of £3 million for the six month period ended 30 June 2013. This includes net property income of £8.6 million, finance expenses of £4.1 million, one-off receipt from a tenant on a lease surrender of about £0.4 million and an unrealised gain on valuation of interest-rate hedging swaps of £0.9 million.

A significant proportion of income arises under leases with fixed rental levels. Leases typically have a remaining period of several years. However, as described below, it is expected that rebuilding of the Centre Point and Marble Arch Tower properties will begin in 2014 and 2015 respectively. At that time, annual income from those properties is likely to decline, before an increase in the value of the properties is realised after completion of the building work.

The group’s finance expense for the period ended 30 June 2013 of £4.1 million largely comprises interest expense on bank borrowings that are secured on the properties. A substantial level (87 per cent.) of bank interest expense is fixed under interest-rate “swap” agreements.

The key consolidated statement of data illustrating the financial position of the Almacantar Group at 30 June 2013 is as follows:

£ million 6/30/2013 12/31/2012 Change (Unaudited) Investment properties 433.5 396.2 37.3 Net assets 324.2 321.2 3.0

- Bank debt (147.1) (147.4) 0.3 - Other debt (6.7) (6.0) (0.7) - Cash 29.6 31.5 (1.9) Net financial position (124.2) (121.9) (2.3)

As at 30 June 2013, the share capital of Almacantar amounted to £276 million. In early July 2013, Almacantar issued additional share capital at a nominal amount of £109.9 million plus a premium of £5.5 million. Following payments by shareholders in early July, the amount of share capital not yet called for payment is £82.5 million.

At the same date, Almacantar held the following properties:

Centre Point

Centre Point is a well-known building of 34 stories in central London, close to the districts of Soho, Bloomsbury and Covent Garden. It was built in the 1960s and has legal protection as a building of special architectural interest.

A building permit to convert Centre Point into luxury apartments was approved in early July 2013. Building work is expected to commence in 2014.

Almacantar originally signed a 75/25 per cent. joint venture agreement with Frogmore in 2011 for the redevelopment of the Centre Point .

On 27 September 2013, Almacantar exchanged contracts with Frogmore to acquire Frogmore's 25 per cent. stake in Centre Point. Following this transaction, Almacantar owns 100 per cent. of Centre Point.

Marble Arch Tower

Marble Arch Tower is situated on a prominent site in central London overlooking Hyde Park.

The building currently comprises offices, other commercial occupiers, and a cinema. Almacantar is working with an architect to design a mixed-use building, including high quality residential apartments. Construction work is expected to commence in 2015.

An application for a building permit for this development work is scheduled to be submitted before the end of 2013.

CAA House

This property is also in the centre of London, and is leased by a British government agency until 2019.

125 Shaftesbury Avenue

In early July 2013, Almacantar entered into a contract to purchase an additional investment property at 125 Shaftesbury Avenue, a building in the centre of London. This is leased by a variety of commercial tenants and will provide Almacantar with an additional redevelopment opportunity in the future.

Almacantar will continue its strategy of increasing the value of existing investments, in particular by redeveloping Centre Point following the approval of a building permit, and by finalising the design of a scheme to improve Marble Arch Tower. Almacantar will continue to generate net income from CAA House. In addition, Almacantar is active in the market for acquisition of additional investment properties in central London such as 125 Shaftesbury Avenue, which have the potential for Almacantar to use its real estate skills to transform and add long-term value.

EXOR AND HOLDINGS SYSTEM STRUCTURE

The following chart illustrates the current structure of the EXOR Group.

100%

EXOR S.A. (Luxembourg)

100% EXOR Inc. (USA)

100% EXOR Capital Limited (Ireland)

100% ANCOM USA Inc. (USA)

Review of the Shortened Consolidated Results of the EXOR Group for the year 2012

Through the subsidiary EXOR S.A., EXOR holds several of its important investments and controls certain companies which contribute to the Group's investment and financial resource management activities. These companies constitute the so-called Holdings System (the complete list of these companies is presented below).

EXOR presents its annual consolidated financial statements (statement of financial position and income statement) by applying the “shortened” consolidation criteria. In order to facilitate the analysis of the financial position and the results of operations of the Group, such shortened-form financial statements are also presented along with the half-year condensed consolidated financial statements and in the interim reports at 31 March and 30 September of each year.

In the preparation of the shortened-form consolidated statement of financial position and income statement, the financial statements or accounting data drawn up in accordance with IFRS by EXOR and by the subsidiaries in the “Holdings System” are consolidated line-by-line; the investments in the operating subsidiaries and associates (CNH Industrial, FIAT, C&W Group, Juventus Football Club, Almacantar, and Arenella Immobiliare) are accounted for using the equity method on the basis of their consolidated financial statements or separate financial statements (in the case of Juventus Football Club) or accounting data prepared in accordance with IFRS.

Following its partial subscription to the €150 million capital increase by Sequana S.A., in the first half of 2012 EXOR S.A.’s investment in that company decreased from 28.24 per cent. to 18.74 per cent.

As a result of the above, and consistently with IAS 28, from 30 June 2012 EXOR S.A recorded the investment in assets available-for-sale and measured it at fair value in accordance with IAS 39 since

the requisites for accounting for the investment using the equity method were no longer applicable. At 30 June 2012 the transaction generated a loss on consolidation recorded in a specific line of the income statement, in accordance with the reference accounting policies, determined by the first-time application of fair value measurement and by the reduction of EXOR’s ownership interest. Beginning 1 July 2012, the change in fair value is recorded in equity.

The results of operations of Sequana for the first half of 2012 are shown in the income statement under “Share of the profit (loss) of investments accounted for using the equity method” as the capital increase, giving rise to the new classification, was finalised on 27 June 2012.

The following table shows the consolidation and valuation methods of the investment holdings. % of consolidation 12/31/2012 12/31/2011 Companies in the Holdings System consolidated line-by-line - Exor S.A. (Luxembourg) 100 100 - Exor Capital Limited (Ireland) 100 100 - Exor Inc. (USA) 100 100 - Ancom USA Inc. (USA) 100 100 - Exor LLC (USA) (a) - 99.80

Investments in operating subsidiaries and associates, accounted for by the equity method - Fiat Industrial Group 30.88 30.56 - Fiat Group 30.91 30.33 - C&W Group (b) 78.95 78.31 - Juventus Football Club S.p.A. 63.77 60 - Almacantar Group 36.29 36.30 - Arenella Immobiliare S.r.l (c) 100 - - Sequana Group - 28.43 (a) Company wound up on December 27, 2012. (b) The percentage is calculated on issued share capital, net of treasury stock held and net of the estimate of treasury stock purchases from non-controlling interests to be made by C&W Group. (c) Company engaged in the lease and management of buildings acquired on October 10, 2012 as part of the sale of the subsidiary Alpitour.

The EXOR Group ended the year 2012 with a consolidated profit of €398.2 million; 2011 closed with a consolidated profit of €504.2 million. The decrease of €106 million is due to a reduction in the share of the results of subsidiaries and associates (-€128.6 million), a decrease in dividends from investments (-€10.2 million), an increase in net financial expenses (-€6.4 million), compensated in part by the increase in net gains realised during the year (+€15.8 million) and other net positive changes (+€23.4 million).

The share of the profit (loss) of investments decreased €128.6 million due to the reduction in profit reported by the FIAT Group which in 2011 had benefited from the acquisition of control of Chrysler (EXOR’s share was €306.6 million), partially compensated by the significant improvement in the profit (loss) of other investments.

The consolidated equity attributable to the owners of the parent amounts to €7,164.4 million at 31 December 2012, with a net increase of €761 million compared with €6,403.4 million at the end of 2011.

The negative balance of the consolidated net financial position of the Holdings System at 31 December 2012 is €525.9 million, with a negative change of €200.1 million compared with the negative balance of €325.8 million at year-end 2011.

The shortened consolidated income statement and statement of financial position and notes on the most significant line items are presented below.

EXOR GROUP – – Consolidated Income statement for the year ended 31 December 2012 and 2011 – Shortened (Unaudited)

€ million 2012 2011 Change Share of the profit (loss) of investments accounted for using the equity method 389.9 518.5 (128.6) Dividends from investments 72.0 82.2 (10.2) Gains (losses) on disposals and impairments of investments, net 7.8 (8.0) 15.8 Net financial income (expenses) (42.2) (35.8) (6.4) Net general expenses (24.5) (26.3) 1.8 Non-recurring other income (expenses) and general expenses (2.5) (1.7) (0.8) Other taxes and duties (1.7) (2.3) 0.6 Profit before income taxes 398.8 526.6 (127.8) Income taxes (0.6) (10.6) (a) 10.0 Profit (loss) from Discontinued Operations - (11.8) (b) 11.8 Profit attributable to owners of the parent 398.2 504.2 (106.0)

(a) Refers principally to the 15 per cent. withholding taxes on dividends received from SGS (€8.9 million), not due in 2012. (b) Share of the loss of the Alpitour Group referring to the first six months of 2011.

EXOR Group – Consolidated Statement of Financial Position as at 31 December 2012 and 2011 – Shortened (Unaudited)

€ million 12/31/2012 12/31/2011 Change Non-current assets Investments accounted for using the equity method 5,005.3 4,822.6 182.7 Other financial assets: - Investments measured at fair value 2,236.3 1,734.6 501.7 - Other investments 544.4 206.5 337.9 - Other financial assets 15.6 (a) 1.0 14.6 Other property, plant and equipment and intangible assets 0.3 0.7 (0.4) Total Non-current assets 7,801.9 6,765.4 1,036.5 Current assets Financial assets and cash and cash equivalents 752.0 701.0 51.0 Tax receivables and other receivables 5.8 27.5 (21.7) Total Current assets 757.8 728.5 29.3 Non-current assets held for sale 7.4 (b) 70.3 (62.9) Total Assets 8,567.1 7,564.2 1,002.9

Issued capital and reserves attributable to owners of the parent 7,164.4 6,403.4 761.0

Non-current liabilities Bonds and other financial debt 1,279.5 1,045.8 233.7 Provisions for employee benefits 2.4 2.2 0.2 Deferred tax liabilities, other liabilities and provisions for risk 6.4 (c) 6.5 (0.1) Total Non-current liabilities 1,288.3 1,054.5 233.8 Current liabilities Bonds, bank debt and other financial liabilities 108.5 96.3 12.2 Other liabilities 5.9 10.0 (4.1) Total Current liabilities 114.4 106.3 8.1 Total Equity and Liabilities 8,567.1 7,564.2 1,002.9

(a) Includes mainly the financial receivable by EXOR from Alpitour for €14.7 million, which is the remaining balance of the Deferred Price on the sale of Alpitour (€15 million), inclusive of interest capitalised during the year (€0.8 million) calculated using an annual 8 per cent. interest rate and adjusted by

expenses (€1.1 million) for the settlement of certain disputes that arose with the buyer in the period subsequent to acquisition and relating to events prior to the sale by EXOR. This receivable is not included in the net financial position balance. (b) Relates to the measurement of Perfect Vision convertible bonds and the embedded derivative instrument, carried out on the basis of the criteria set out in the sales agreement signed on December 23, 2011 by EXOR S.A. and Vision Investment Management Ltd., subsequently modified in the early months of 2013. (c) Includes the estimate of expenses for €3.5 million provided for the disputes which arose with the Alpitour buyer in the period subsequent to acquisition and relating to events prior to the sale by EXOR, which presumably will be settled during 2013.

EXOR Group – Consolidated net financial position of the Holdings System as at 31 December 2012 and 2011 - (Unaudited)

12/31/2012 12/31/2011 Non Non € million Current current Total Current current Total Financial assets 235.8 110.1 345.9 485.6 115.3 600.9 Financial receivables from subsidiaries 1.8 0.0 1.8 0.0 0.0 0.0 Cash and cash equivalents 514.4 0.0 514.4 215.4 0.0 215.4 Total financial assets 752.0 110.1 862.1 701.0 115.3 816.3 EXOR bonds (25.0) (1,079.5) (1,104.5) (23.1) (845.8) (868.9) Financial payables to associates (38.3) 0.0 (38.3) (48.3) 0.0 (48.3) Bank debt and other financial liabilities (45.2) (200.0) (245.2) (24.9) (200.0) (224.9) Total financial liabilities (108.5) (1,279.5) (1,388.0) (96.3) (1,045.8) (1,142.1) Consolidated net financial position of the "Holdings System" 643.5 (1,169.4) (525.9) 604.7 (930.5) (325.8)

The negative change of €200.1 million is due to the following flows:

Consolidated net financial position of the Holdings System at December 31, 2011 (325.8) Dividends from investment holdings 156.1 - Fiat Industrial S.p.A. 71.3 - SGS S.A. 63.2 - Fiat S.p.A. 10.8 - Gruppo Banca Leonardo S.p.A. 4.6 - C&W Group 2.0 - The Economist Newspaper Ltd 2.4 - Other 1.8

Reimbursement of capital - Gruppo Banca Leonardo S.p.A. 26.4

Disposals 209.4 - Alpitour S.p.A. 182.0 (a) - Banco BTG Pactual S.A. 21.7 - Other 5.7

Investments (438.5) - The Black Ant Value Fund (300.0) - Fiat S.p.A. (30.8) - Fiat Industrial S.p.A. (16.1) - Other (91.6) (b)

Dividends paid by EXOR S.p.A. (80.1)

Other changes (73.4) - Net general expenses (excluding the nominal cost of EXOR stock option plan) (21.2) - Non-recurring other income (expenses) and general expenses (2.5) - Net financial expenses (44.7) (c) - Other taxes and duties (2.8) - Other net changes (2.2) (d) Net change during the year (200.1) Consolidated net financial position of the Holdings System at December 31, 2012 (525.9) a) The net equivalent amount of the proceeds on the sale is equal to €225 million (€223.2 million net of incidental expenses); the difference of €41 million compared with the amount received of €184 million (€182 million net of incidental expenses paid) is represented by €15 million of non-current financial receivables (the Deferred Price) and €26 million of the current financial receivable (receivable compensated on 10 October 2012 with the purchase of the Arenella property). The receivable of €15 million is not included in the net financial position balance. See also note (a) on page 45 of this report. b) Includes principally the investments in Paris Orléans S.A. for €25 million, Sequana S.A. for €17.7 million and Alpitour S.p.A. (formerly Seagull S.p.A.) for €10 million. c) Includes interest income and other financial income (+€44.7 million), interest expenses and other financial expenses (-€100.9 million), fair value adjustments of current and non-current financial assets (+€14 million) net of the negative fair value adjustment of Vision convertible bonds (+€1.9 million) and other income (expenses) on non-current financial assets (-€4.4 million) therefore, not comprised in the balance of the net financial position. d) Refers mainly to the parent EXOR S.p.A. and includes the measurement of interest rate and cross currency swaps on outstanding loans for -€21.1 million and the reimbursement of tax receivables from the tax authorities for €20.5 million.

SHARE CAPITAL AND SHAREHOLDERS

Share Capital

EXOR’s fully subscribed to and paid-up share capital, as of the date of this Prospectus, amounts to €246,229,850 divided into 246,229,850 ordinary shares of par value €1.00 each.

The shares are issued in electronic form.

Pursuant to Article 26 of EXOR’s by-laws, the profit of each year will be apportioned as follows:

 5 per cent. to the legal reserve, until it reaches one-fifth of the company’s share capital;

 the remaining profit to the shares, as dividend, unless otherwise resolved upon by the shareholders’ meeting.

During the year, to the extent that the board of directors deems it expedient and feasible in consideration of the year’s results and if permitted under applicable law, the board of directors can resolve to pay interim dividends for the year.

EXOR’s shares are listed on the market organised and managed by Borsa Italiana S.p.A. and EXOR has approximately 23,000 shareholders as at the date of the 2013 Annual General Meeting.Shareholders

Following the conversion of preferred and savings shares into ordinary shares, as at 30 June 2013 (as calculated by EXOR’s management on that date):

 the controlling shareholder, Giovanni Agnelli e C. S.a.p.az. holds 51.39 per cent. of the ordinary share capital. EXOR S.p.A. holds as treasury stock: 9.70 per cent. of the ordinary share capital.

Other relevant shareholders above 2 per cent. of voting rights are reported as follows:

 Bestinver Gestion Sgiic Sa, which holds 6.13 per cent. of ordinary share capital (Form 120 A, art. 120 of Italian Leg. Decree no. 58/98 – Date of declaration: 19 September 2013).

There are no arrangements known to the Issuer the operation of which may result in a change of control of the Issuer.

The Issuer is not subject to direction and coordination activities pursuant to article 2497 of the Italian Civil Code by the parent company Giovanni Agnelli e C. S.a.p.az., since Giovanni Agnelli e C. S.a.p.az. does not participate in the management of the Issuer’s business and by its nature limits its role to that of shareholder, holding and managing its controlling interest in the Issuer, as required by its corporate purpose; in fact, there are no indications of any direction or coordination activities (since, among other things, the Issuer has full and autonomous powers for negotiating with third parties and no centralised treasury relationship exists).

LITIGATION

Proceedings relative to the contents of the press releases issued by IFIL S.p.A. and Giovanni Agnelli e C. S.a.p.az. on 24 August 2005

On 21 February 2006, the Consob served notice on Gianluigi Gabetti, Franzo Grande Stevens and Virgilio Marrone as well as on IFIL and Giovanni Agnelli e C. S.a.p.az., in respect of the commencement of proceedings under art. 187-septies of the TUF based on the accusation that each of those individuals violated art. 187-ter, paragraph 1 (Market Manipulation) of the TUF in relation to the content of certain press releases published by IFIL and Giovanni Agnelli e C. S.a.p.az., on 24 August 2005 and that the companies violated the responsibility of entities pursuant to art. 187- quinquies of the TUF and joint responsibility of the companies for acts of their directors pursuant to art. 6, paragraph 3 of Law 689/1981.

Tax audit

In the ordinary course of business, the Issuer is undergoing an audit by the Italian tax authorities. No final decision has been notified as of the date of this Prospectus to the Issuer in respect of such audit and the Issuer cannot, therefore, predict the outcome thereof.

OTHER INFORMATION

Management and coordination

EXOR is not subject to management or coordination by other companies or entities.

DIRECTORS, MANAGEMENT AND STATUTORY AUDITORS

Management

The following table sets forth the names of the current members of the Board of Directors.

Board of Directors of EXOR

The Board of Directors is responsible for the administration of its affairs. Under its by-laws, the Board of Directors of the Issuer is composed of a number of directors variable from seven to nineteen, depending on the number established by the shareholders’ meeting. Directors remain in office for up a maximum period of three fiscal years; these directors can be reappointed. The Board of Directors, unless an appointment has already been made by the shareholders’ meeting, appoints the Chairman and may appoint one or more Vice-Chairmen, including a vice chairman (vicario) and one or more managing directors.

Board meetings take place at the registered office of the Issuer or elsewhere (anywhere in EU countries) and are called by the Chairman or the person acting in his place, who decides on the agenda. The Board of Directors can require an ordinary or extraordinary meeting to be called, indicating the items on the agenda. The Board of Directors normally meets quarterly.

The Board of Directors is vested with all the powers for ordinary and extraordinary administration and may carry out all acts necessary and appropriate in order to achieve the Issuer’s objectives, except for those which, by law or under the Issuer’s by-laws, can only be approved by a shareholders’ meeting.

The members of the Board of Directors are listed below.

Outside activities

Position held Name Company Position held

Chairman and John Elkann Giovanni Agnelli e C. General Partner and Chief Executive S.a.p.az. Chairman Officer FIAT S.p.A. Chairman

CNH Industrial N.V. Director

Gruppo Banca Leonardo Director S.p.A.

The Economist Group Director

Editrice La Stampa S.p.A. Chairman

NEWS Corporation Director

Vice Chairman Tiberto Brandolini Giovanni Agnelli e C. General Partner d'Adda S.a.p.az.

FIAT S.p.A. Director

EXOR S.A. Chairman

YAFA S.p.A. Director

Vice Chairman Alessandro Nasi Giovanni Agnelli e C. General Partner S.a.p.az.

C&W Group, Inc. Director

SFH SAIC Fiat Powertrain Director Hongyan Co Ltd

CNH Industrial N.V. GEC Member; President, Specialty Vehicles Unit and GEC Executive Coordinator

Non- independent Directors

Andrea Agnelli Giovanni Agnelli e C. General Partner S.a.p.az.

FIAT S.p.A. Director

Juventus F.C. S.p.A. Chairman

Lamse S.p.A Chairman

BlueGem Capital Partners Member of Advisory Board LLP

European Club Association Director

Royal Park I Roveri S.S.D. a Vice Chairman R.L.

Vittorio Avogadro International Sales of gas, Vice President di Collobiano and responsible for multi country customers and International Long Term Sales in Eni S.p.A.

Luca Ferrero Giovanni Agnelli e C. General Partner Ventimiglia S.a.p.az.

Gruppo Banca Leonardo Director S.p.A.

Sergio Marchionne FIAT S.p.A. Chief Executive Officer

Chrysler Group LLC Chairman and Chief Executive Officer

CNH Industrial N.V. Chairman

Fiat Group Automobiles Chairman and Chief S.p.A. Executive Officer

Iveco S.p.A. Chairman

FPT Industrial S.p.A. Chairman

SGS S.A. Chairman

Philips Morris International Director Inc.

European Automobile President Manufacturers’ Association (ACEA)

Lupo Rattazzi Neos S.p.A. Chairman

Italian Hospital Group S.p.A. Chairman

Banca Finnat Euramerica Director S.p.A.

Coe & Clerici S.p.A. Director

GL Investimenti S.r.l. Director

Eduardo CNH UK Limited Senior Vice President Teodorani-Fabbri Iveco S.p.A. Director

Maserati S.p.A. Director

Aon Italia S.p.A Director

Shibamoto Japan Co. Ltd. Director

Your Voice S.p.A. Director

Italian Chamber of Vice President/Chairman Commerce in UK and Ireland

Independent

Directors

Lead Giuseppina Impregilo S.p.A. Director Independent Capaldo Director

Ariscom Assicurazioni Director S.p.A.

Victor Bischoff - -

Mina Gerowin CNH Industrial N.V. Director

Jae Yong Lee Samsung Electronics Co., Vice Chairman Ltd

Giuseppe Recchi ENI S.p.A. Chairman

GE Capital Interbanca S.p.A. Vice Chairman

European Advisory Board of Member Blackstone

Foreign Investment Member of the Executive Committee Confindustria Board and President

Massachusetts Institute of Member of the External Technology E.I. Cambridge Advisory Board

Michelangelo Big Switch Networks Director Volpi

Elasticsearch Director

Fuze Director

Hortonworks Director

Lookout Director

NumberFour AG Director

Path Director

Sonos Inc. Director

Wealthfront Director

Zuora Director

Index Ventures Partner

Secretary to the Gianluca Ferrero Giovanni Agnelli e C. General Partner Board S.a.p.az.

Banca del Piemonte S.p.A. Vice Chairman

SEI – Società Editrice Director Internazionale S.p.A.

ACB Group S.p.A. Director

Luigi Lavazza S.p.A. Chairman of the Board of Statutory Auditors

Praxi Intellectual Property Chairman of the Board of S.p.A. Statutory Auditors

Biotronik Italia S.p.A. Chairman of the Board of Statutory Auditors

Cafiero Mattioli Group Chairman of the Board of Statutory Auditors

Fenera Holding S.p.A. Regular Statutory Auditor

Fenera Real Estate S.p.A. Regular Statutory Auditor

Alberto Lavazza S.a.p.az. Regular Statutory Auditor

Emilio Lavazza S.a.p.az. Regular Statutory Auditor

Limoni S.p.A. Regular Statutory Auditor

Italia Independent Group Chairman of the Board of S.p.A. Statutory Auditors

Italia Independent S.p.A. Chairman of the Board of Statutory Auditors

The business address of the above directors is Via Nizza n. 250, 10126 Turin, Italy.

Strategy Committee of EXOR

The Issuer set up a Strategy Committee to give support to the Board of Directors as regards strategic options for EXOR.

The Committee is currently formed of the following Directors:

John Elkann (Chairman), Victor Bischoff, Mina Gerowin, Sergio Marchionne, Jae Y. Lee and Michelangelo Volpi

Internal Control and Risks Committee of EXOR

The Internal Control Committee is currently formed of the following Directors: Giuseppina Capaldo (Chairman), Victor Bischoff and Giuseppe Recchi.

Compensation and Nominating Committee of EXOR

The EXOR’s Compensation and Nominating Committee is currently formed by the following Directors: Victor Bischoff (Chairman), Giuseppina Capaldo and Mina Gerowin.

Board of Statutory Auditors of EXOR

Under Italian law, the Issuer’s shareholders are also responsible for electing a Board of Statutory Auditors (Collegio Sindacale), composed of three standing Statutory Auditors who are independent experts in accounting matters. Under the Issuer’s by-laws, the shareholders also elect two alternative statutory auditors, who will automatically replace statutory auditors who resign or are otherwise unable to serve office. Statutory auditors and alternate statutory auditors hold office for a three-year period and may be re-elected.

The following list sets forth the names of EXOR’s current Statutory Auditors.

Chairman Sergio Duca Regular auditors Nicoletta Paracchini Paolo Piccatti Alternate auditors Giorgio Ferrino Ruggero Tabone

The business address of the above Statutory Auditors is Via Nizza n. 250, 10126 Turin, Italy.

Executive Management Group

Effective June 2012, Shahriar Tadjbakhsh has been appointed as Chief Operating Officer (COO) of EXOR. Shahriar Tadjbakhsh, 48, has 25 years of business experience, having first worked as a corporate lawyer and subsequently as an international investment banker.

Shahriar Tadjbakhsh works closely with Chairman and Chief Executive Officer John Elkann on the management of EXOR's investment portfolio.

The COO is based in Turin and works alongside Managing Directors Mario Bonaccorso and Alessandro Nasi, who are focused on EXOR’s investment activities.

The Chief Financial Officer Enrico Vellano is responsible for the support functions which serve all of EXOR's activities.

The business address of the above executive management group is Via Nizza n. 250, 10126 Turin Italy.

The Issuer is not aware of any potential conflicts between the duties of the Issuer of the persons listed under “Management” above and their private interests or other duties.

The Issuer is not aware of any other persons with administrative or management responsibilities in addition to the persons listed under “Management” above.

To the best of its knowledge and belief the Issuer complies with the laws and regulations of Italy regarding corporate governance.

Employees

As at 31 December 2012, EXOR had a total of 35 employees, compared to 40 employees as at 31 December 2011.

Material Contracts

There are no material contracts entered into outside the ordinary course of EXOR’s business that have been or may reasonably be expected to be material to its ability to meet its obligations to the Noteholders.

TAXATION

REPUBLIC OF ITALY

The statements herein regarding taxation are based on the laws in force in Italy as of the date of this Prospectus and are subject to any changes in law occurring after such date, which changes could be made on a retroactive basis. The following overview does not purport to be a comprehensive description of all of the tax considerations which may be relevant to a decision to subscribe for, purchase, own or dispose of the Notes and does not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities or commodities) may be subject to special rules. Prospective purchasers of the Notes are advised to consult their own tax advisers concerning the overall tax consequences of their ownership of the Notes.

TAXATION IN THE REPUBLIC OF ITALY

Tax treatment of Notes

Legislative Decree No. 239 of 1 April 1996, as subsequently amended (Decree 239), provides for the applicable regime with respect to the tax treatment of interest, premium and other income (including the difference between the redemption amount and the issue price) from Notes falling within the category of bonds (obbligazioni) or debentures similar to bonds (titoli similari alle obbligazioni), issued, inter alia, by Italian listed companies.

Italian resident Noteholders

Where an Italian resident Noteholder is (a) an individual not engaged in an entrepreneurial activity to which the Notes are connected (unless he has opted for the application of the risparmio gestito regime – see under “Capital gains tax” below); (b) a non-commercial partnership; (c) a non-commercial private or public institution; or (d) an investor exempt from Italian corporate income taxation, interest, premium and other income relating to the Notes, are subject to a withholding tax, referred to as “imposta sostitutiva”, levied at the rate of 20 per cent. In the event that the Noteholders described under (a) and (c) above are engaged in an entrepreneurial activity to which the Notes are connected, the imposta sostitutiva applies as a provisional tax.

Where an Italian resident Noteholder is a company or similar commercial entity, or a permanent establishment in Italy of a non-Italian resident company to which the Notes are effectively connected, and the Notes are deposited with an authorised intermediary, interest, premium and other income from the Notes will not be subject to imposta sostitutiva, but must be included in the relevant Noteholder’s income tax return and are therefore subject to general Italian corporate taxation (and, in certain circumstances, depending on the “status” of the Noteholder, also to the regional tax on productive activities (IRAP)).

Under the current regime provided by Law Decree No. 351 of 25 September 2001 converted into law with amendments by Law No. 410 of 23 November 2001 as subsequently amended (Decree 351), as clarified by the Italian Revenues Agency (Agenzia delle Entrate) through Circular No. 47/E of 8 August 2003 and Circular No. 11/E of 28 March 2012, payments of interest, premiums or other proceeds in respect of the Notes deposited with an authorised intermediary made to Italian resident real estate investment funds established pursuant to Article 37 of Legislative Decree No. 58 of 24 February 1998 or pursuant to Article 14-bis of Law No. 86 of 25 January 1994 set up from 26 September 2001, as well as real estate funds incorporated before that date, the managing company of which has so requested by 25 November 2001, are subject neither to imposta sostitutiva nor to any other income tax in the hands of a real estate investment fund.

If the investor is resident in Italy and is an open-ended or closed-ended investment fund or a SICAV (an investment company with variable capital) established in Italy and either (i) the fund or SICAV or (ii) their manager is subject to the supervision of a regulatory authority (the Fund), and the relevant Notes are deposited with an authorised intermediary, interest, premium and other income accrued during the holding period on such Notes will not be subject to imposta sostitutiva, but must be included in the management results of the Fund. The Fund will not be subject to taxation on such results but a substitute tax of 20 per cent. will apply, in certain circumstances, to distributions made in favour of unitholders or shareholders (the Collective Investment Fund Substitute Tax).

Where an Italian resident Noteholder is a pension fund (subject to the regime provided for by Article 17 of the Legislative Decree No. 252 of 5 December 2005) and the Notes are deposited with an authorised intermediary, interest, premium and other income relating to the Notes and accrued during the holding period will not be subject to imposta sostitutiva, but must be included in the result of the relevant portfolio accrued at the end of the tax period, to be subject to an 11 per cent. substitute tax.

Pursuant to Decree 239, imposta sostitutiva is applied by banks, SIMs, fiduciary companies, SGRs, stockbrokers and other entities identified by a decree of the Ministry of Finance (each an Intermediary).

An Intermediary must (a) be resident in Italy or be a permanent establishment in Italy of a non-Italian resident financial intermediary and (b) intervene, in any way, in the collection of interest or in the transfer of the Notes. For the purpose of the application of the imposta sostitutiva, a transfer of Notes includes any assignment or other act, either with or without consideration, which results in a change of the ownership of the relevant Notes or in a change of the Intermediary with which the Notes are deposited.

Where the Notes are not deposited with an Intermediary, the imposta sostitutiva is applied and withheld by the intermediary paying interest to a Noteholder (or by the Issuer should the interest be paid directly by this latter).

Non-Italian resident Noteholders

Where the Noteholder is a non-Italian resident without a permanent establishment in Italy to which the Notes are connected, an exemption from the imposta sostitutiva applies provided that the non- Italian resident beneficial owner is either (a) resident, for tax purposes, in a country which allows for a satisfactory exchange of information with Italy; or (b) an international body or entity set up in accordance with international agreements which have entered into force in Italy; or (c) a Central Bank or an entity which manages, inter alia, the official reserves of a foreign State; or (d) an institutional investor incorporated in a country which allows for a satisfactory exchange of information with Italy, even if it does not possess the status of taxpayer in its own country.

For the purpose of the application of the exemption the countries which allow for a satisfactory exchange of information with Italy are at present listed in ministerial decree 4 September 1996, as amended and supplemented from time to time. Please note that according to the Law No. 244 of 24 December 2007 (Budget Law 2008) a Decree still to be issued will introduce a new “white list”, with effect from the tax period starting after its publication in the Italian Official Gazette. The current provisions will continue to apply up to the former tax period.

In order to ensure gross payment, non-Italian resident Noteholders must be the beneficial owners of the payments of interest, premium or other income and (a) deposit, directly or indirectly, the Notes with a resident bank or SIM or a permanent establishment in Italy of a non-Italian resident bank or SIM or with a non-Italian resident entity or company participating in a centralised securities management system which is in contact, via computer, with the Ministry of Economy and Finance and (b) file with the relevant depository, prior to or concurrently with the deposit of the Notes, a

statement of the relevant Noteholder, which remains valid until withdrawn or revoked, in which the Noteholder declares to be eligible to benefit from the applicable exemption from imposta sostitutiva. Such statement, which is not requested for international bodies or entities set up in accordance with international agreements which have entered into force in Italy nor in case of foreign Central Banks or entities which manage, inter alia, the official reserves of a foreign State, must comply with the requirements set forth by Ministerial Decree of 12 December 2001, as subsequently amended.

The imposta sostitutiva will be applicable at the rate of 20 per cent. (or at the reduced rate provided for by the applicable double tax treaty, if any) to interest, premium and other income paid to Noteholders who are resident, for tax purposes, in countries which do not allow for a satisfactory exchange of information with Italy or who do not comply with the above mentioned provisions.

Capital gains tax

Any gain obtained from the sale or redemption of the Notes would be treated as part of the taxable income (and, in certain circumstances, depending on the “status” of the Noteholder, also as part of the net value of the production for IRAP purposes) if realised by an Italian company or a similar commercial entity (including the Italian permanent establishment of foreign entities to which the Notes are connected) or Italian resident individuals engaged in an entrepreneurial activity to which the Notes are connected.

Where an Italian resident Noteholder is (i) an individual holding the Notes not in connection with an entrepreneurial activity, (ii) a non commercial partnership, (iii) a non commercial private or public institution, any capital gain realised by such Noteholder from the sale or redemption of the Notes would be subject to an imposta sostitutiva, levied at the current rate of 20 per cent. Noteholders may set off losses with gains.

In respect of the application of imposta sostitutiva, taxpayers may opt for one of the three regimes described below.

Under the tax declaration regime (regime della dichiarazione), which is the default regime for Italian resident individuals not engaged in an entrepreneurial activity to which the Notes are connected, the imposta sostitutiva on capital gains will be chargeable, on a cumulative basis, on all capital gains, net of any incurred capital loss, realised by the Italian resident individual Noteholder holding the Notes not in connection with an entrepreneurial activity pursuant to all sales or redemptions of the Notes carried out during any given tax year. Italian resident individuals holding the Notes not in connection with an entrepreneurial activity must indicate the overall capital gains realised in any tax year, net of any relevant incurred capital loss, in the annual tax return and pay imposta sostitutiva on such gains together with any balance income tax due for such year. Capital losses in excess of capital gains may be carried forward against capital gains realised in any of the four succeeding tax years.

As an alternative to the tax declaration regime, Italian resident individual Noteholders holding the Notes not in connection with an entrepreneurial activity may elect to pay the imposta sostitutiva separately on capital gains realised on each sale or redemption of the Notes (the risparmio amministrato regime). Such separate taxation of capital gains is allowed subject to (a) the Notes being deposited with Italian banks, SIMs or certain authorised financial intermediaries (including permanent establishments in Italy of non-Italian resident intermediaries) and (b) an express election for the risparmio amministrato regime being timely made in writing by the relevant Noteholder. The depository is responsible for accounting for imposta sostitutiva in respect of capital gains realised on each sale or redemption of the Notes (as well as in respect of capital gains realised upon the revocation of its mandate), net of any incurred capital loss, and is required to pay the relevant amount to the Italian tax authorities on behalf of the taxpayer, deducting a corresponding amount from the proceeds to be credited to the Noteholder or using funds provided by the Noteholder for this purpose. Under the risparmio amministrato regime, where a sale or redemption of the Notes results in a capital

loss, such loss may be deducted from capital gains subsequently realised, within the same securities management, in the same tax year or in the following tax years up to the fourth. Under the risparmio amministrato regime, the Noteholder is not required to declare the capital gains in the annual tax return.

Any capital gains realised by Italian resident individuals holding the Notes not in connection with an entrepreneurial activity who have entrusted the management of their financial assets, including the Notes, to an authorised intermediary and have opted for the so-called “risparmio gestito” regime will be included in the computation of the annual increase in value of the managed assets accrued, even if not realised, at year end, subject to a 20 per cent. substitute tax, to be paid by the managing authorised intermediary. Under the risparmio gestito regime, any depreciation of the managed assets accrued at year end may be carried forward against increase in value of the managed assets accrued in any of the four succeeding tax years. Under the risparmio gestito regime, the Noteholder is not required to declare the capital gains realised in the annual tax return.

Any capital gains realised by a Noteholder who is an Italian real estate fund to which the provisions of Decree 351 as subsequently amended apply will be subject neither to imposta sostitutiva nor to any other income tax at the level of the real estate investment fund.

Any capital gains realised by a Noteholder which is a Fund will not be subject to imposta sostitutiva, but will be included in the result of the relevant portfolio. Such result will not be taxed with the Fund, but subsequent distributions in favour of unitholders of shareholders may be subject to the Collective Investment Fund Substitute Tax.

Any capital gains realised by a Noteholder who is an Italian pension fund (subject to the regime provided for by article 17 of the Legislative Decree No. 252 of 5 December 2005) will be included in the result of the relevant portfolio accrued at the end of the tax period, to be subject to the 11 per cent. substitute tax.

Capital gains realised by non-Italian resident Noteholders, not having a permanent establishment in Italy to which the Notes are connected, from the sale or redemption of Notes not traded on regulated markets are not subject to the imposta sostitutiva, provided that the effective beneficiary: (a) is resident in a country which allows for a satisfactory exchange of information with Italy; or (b) is an international entity or body set up in accordance with international agreements which have entered into force in Italy; or (c) is a Central Bank or an entity which manages, inter alia, the official reserves of a foreign State; or (d) is an institutional investor which is incorporated in a country which allows for a satisfactory exchange of information with Italy, even if it does not possess the status of taxpayer in its own country, and a proper documentation is filed.

For the purpose of the application of the exemption the countries which allow for a satisfactory exchange of information with Italy are at present listed in ministerial decree 4 September 1996, as amended and supplemented from time to time. Please note that, according to the Budget Law 2008, a Decree still to be issued should introduce a new 'white list', with effect from the tax period starting after its publication in the Italian Official Gazette. The current provisions will continue to apply up to the former tax period.

If the conditions above are not met, capital gains realised by said non-Italian resident Noteholders from the sale or redemption of Notes not traded on regulated markets are subject to the imposta sostitutiva at the current rate of 20 per cent. unless a reduced rate is provided for by an applicable double tax treaty, if any.

In any event, non-Italian resident individuals or entities without a permanent establishment in Italy to which the Notes are connected that may benefit from a double taxation treaty with Italy providing that capital gains realised upon the sale or redemption of Notes are to be taxed only in the country of tax residence of the recipient, will not be subject to imposta sostitutiva in Italy on any capital gains realised upon the sale or redemption of Notes.

Inheritance and gift taxes

Pursuant to Law Decree No. 262 of 3 October 2006, converted with amendments into Law No. 286 of 24 November 2006, as subsequently amended, the transfers of any valuable asset (including shares, notes or other securities) as a result of death or donation are taxed as follows:

(i) transfers in favour of spouses and direct descendants or direct ancestors are subject to an inheritance and gift tax applied at a rate of 4 per cent. on the value of the inheritance or the gift exceeding, for each beneficiary, €1,000,000;

(ii) transfers in favour of relatives to the fourth degree or relatives-in-law to the third degree are subject to an inheritance and gift tax at a rate of 6 per cent. on the entire value of the inheritance or the gift. Transfers in favour of brothers/sisters are subject to the 6 per cent. inheritance and gift tax on the value of the inheritance or the gift exceeding, for each beneficiary, €100,000; and

(iii) any other transfer is, in principle, subject to an inheritance and gift tax applied at a rate of 8 per cent. on the entire value of the inheritance or the gift.

Transfer tax

Following the repeal of the Italian transfer tax, as from 31 December 2007, contracts relating to the transfer of securities are subject to the following registration tax: (i) public deeds and notarised deeds are subject to fixed registration tax at a rate of €168.00 (or €200 as from 1 January 2014, pursuant to Article 26 of Law Decree No. 104 of 12 September 2013, converted into law on 7 November 2013 even if the conversion law has not yet been published in the Italian Official Gazette); (ii) private deeds are subject to registration tax only in the case of voluntary registration.

Stamp duty

Pursuant to Article 19(1) of Decree No. 201 of 6 December 2011 (Decree 201), a proportional stamp duty applies on an annual basis to any periodic reporting communications which may be sent by a financial intermediary to a Noteholder in respect of any Notes which may be deposited with such financial intermediary. The stamp duty applies at a rate of 0.15 per cent.; this stamp duty is determined on the basis of the market value or – if no market value figure is available – the nominal value or redemption amount of the Notes held. The stamp duty can be no lower than €34.20 and, as of 2013, it cannot exceed €4,500, for taxpayers different from individuals.

Based on the wording of the law and the implementing decree issued by the Italian Ministry of Economy on 24 May 2012, the stamp duty applies to any investor who is a client (as defined in the regulations issued by the Bank of Italy on 9 February 2011) of an entity that exercises in any form a banking, financial or insurance activity within the Italian territory.

Wealth Tax on securities deposited abroad

Pursuant to Article 19(18) of Decree 201, Italian resident individuals holding the Notes outside the Italian territory are required to pay an additional tax at a rate of 0.1 0.15 per cent.

This tax is calculated on the market value of the Notes at the end of the relevant year or – if no market value figure is available – the nominal value or the redemption value of such financial assets held outside the Italian territory. Taxpayers are entitled to an Italian tax credit equivalent to the amount of wealth taxes, if any, paid in the State where the financial assets are held (up to an amount equal to the Italian wealth tax due).

Implementation in Italy of the Savings Directive

Italy has implemented the Savings Directive through Legislative Decree No. 84 of 18 April 2005 (Decree 84). Under Decree 84, subject to a number of important conditions being met, in the case of interest paid to individuals which qualify as beneficial owners of the interest payment and are resident for tax purposes in another Member State, Italian qualified paying agents shall report to the Italian Tax Authorities details of the relevant payments and personal information on the individual beneficial owner. Such information is transmitted by the Italian Tax Authorities to the competent tax authorities of the State of residence of the beneficial owner.

LUXEMBOURG

Luxembourg Taxation

The following summary is of a general nature and is based on the laws presently in force in Luxembourg, though it is not intended to be, nor should it be construed to be, legal or tax advice. The information contained within this section is limited to Luxembourg withholding tax issues and prospective investors in the Notes should therefore consult their own professional advisers as to the effects of state, local or foreign laws, including Luxembourg tax law, to which they may be subject.

Withholding Tax

(i) Non-resident holders of Notes

Under Luxembourg general tax laws currently in force and subject to the laws of 21 June 2005 as amended (the Laws) mentioned below, there is no withholding tax on payments of principal, premium or interest made to nonresident holders of Notes, nor on accrued but unpaid interest in respect of the Notes, nor is any Luxembourg withholding tax payable upon redemption or repurchase of the Notes held by non-resident holders of Notes.

Under the Laws implementing the EC Council Directive 2003/48/EC of 3 June 2003 on taxation of savings income in the form of interest payments and ratifying the treaties entered into by Luxembourg and certain dependent and associated territories of EU Member States (the Territories), payments of interest or similar income made or ascribed by a paying agent established in Luxembourg to or for the immediate benefit of an individual beneficial owner or a residual entity, as defined by the Laws, which is a resident of, or established in, an EU Member State (other than Luxembourg) or one of the Territories will be subject to a withholding tax unless the relevant recipient has adequately instructed the relevant paying agent to provide details of the relevant payments of interest or similar income to the competent fiscal authority of Luxembourg or, in the case of an individual beneficial owner, has provided a tax certificate issued by the fiscal authorities of his/her country of residence in the required format to the relevant paying agent. Responsibility for the withholding of the tax will be assumed by the Fiscal Agent. Payments of interest under the Notes coming within the scope of the Laws would at present be subject to withholding tax of 15 per cent.

(ii) Resident holders of Notes

Under Luxembourg general tax laws currently in force and subject to the law of 23 December 2005 as amended (the Law) mentioned below, there is no withholding tax on payments of principal, premium or interest made to Luxembourg resident holders of Notes, nor on accrued but unpaid interest in respect of Notes, nor is any Luxembourg withholding tax payable upon redemption or repurchase of Notes held by Luxembourg resident holders of Notes.

Under the Law payments of interest or similar income made or ascribed by a paying agent established in Luxembourg to or for the immediate benefit of an individual beneficial owner who is a resident of Luxembourg will be subject to a withholding tax of 10 per cent. Such withholding tax will be in full discharge of income tax if the beneficial owner is an individual acting in the course of the management of his/her private wealth. Responsibility for the withholding of the tax will be assumed by the Fiscal Agent. Payments of interest under the Notes coming within the scope of the Law would be subject to withholding tax of 10 per cent.

EU Savings Directive

The European Commission has proposed certain amendments to the Directive which may, if implemented, amend or broaden the scope of the requirements described above.

The proposed European financial transactions tax (FTT)

The European Commission has published a proposal for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the participating Member States).

The proposed FTT has very broad scope and could, if introduced in its current form, apply to certain dealings in the Notes (including secondary market transactions) in certain circumstances. The issuance and subscription of Notes should, however, be exempt.

Under current proposals the FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in the Notes where at least one party is a financial institution, and at least one party is established in a participating Member State. A financial institution may be, or be deemed to be, "established" in a participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a participating Member State.

The FTT proposal remains subject to negotiation between the participating Member States and is the subject of legal challenge. It may therefore be altered prior to any implementation, the timing of

which remains unclear. Additional EU Member States may decide to participate. Prospective holders of the Notes are advised to seek their own professional advice in relation to the FTT.

FOREIGN ACCOUNT TAX COMPLIANCE ACT

FATCA imposes a new reporting regime and potentially a 30 per cent. withholding tax with respect to certain payments to any non-U.S. financial institution (a foreign financial institution, or FFI (as defined by FATCA)) that does not become a Participating FFI by entering into an agreement with the U.S. Internal Revenue Service (IRS) to provide the IRS with certain information in respect of its account holders and investors or is not otherwise exempt from or in deemed-compliance with FATCA. The Issuer may be classified as an FFI.

The new withholding regime will be phased in beginning 1 July 2014 for payments from sources within the United States and will apply to "foreign passthru payments" (a term not yet defined) no earlier than 1 January 2017. This withholding would potentially apply to payments in respect of the Notes if the Notes are materially modified on or after the “grandfathering date”, which is the later of (a) 1 July 2014 and (b) the date that is six months after the date on which final U.S. Treasury regulations defining the term "foreign passthru" payment are filed with the Federal Register. If Notes are issued before the grandfathering date, and additional Notes of the same series are issued on or after that date, the additional Notes may not be treated as grandfathered, which may have negative consequences for the existing Notes, including a negative impact on market price.

The United States and a number of other jurisdictions have announced their intention to negotiate intergovernmental agreements to facilitate the implementation of FATCA (each, an IGA). Pursuant to FATCA and the “Model 1” and “Model 2” IGAs released by the United States, an FFI in an IGA signatory country could be treated as a Reporting FI not subject to withholding under FATCA on any payments it receives. Further, an FFI in a Model 1 IGA jurisdiction generally would not be required to withhold under FATCA or an IGA (or any law implementing an IGA) (any such withholding being “FATCA Withholding”) from payments it makes. The Model 2 IGA leaves open the possibility that a Reporting FI might in the future be required to withhold as a Participating FFI on foreign passthru payments. Under each Model IGA, a Reporting FI would still be required to report certain information in respect of its account holders and investors to its home government or to the IRS.

The Issuer and financial institutions through which payments on the Notes are made may be required to withhold FATCA Withholding if any FFI through or to which payment on such Notes is made is not a Participating FFI, a Reporting FI, or otherwise exempt from or in deemed compliance with FATCA.

Whilst the Notes are in global form and held within the clearing systems, it is expected that FATCA will not affect the amount of any payments made under, or in respect of, the Notes by the Issuer, any paying agent and the common safekeeper, given that each of the entities in the payment chain from (but not including) the Issuer to (and including) the clearing systems is a major financial institution whose business is dependent on compliance with FATCA and that any alternative approach introduced under an IGA will be unlikely to affect the Notes. The documentation expressly contemplates the possibility that the Notes may go into definitive form and therefore that they may be taken out of the clearing systems. If this were to happen, then a non-FATCA compliant holder could be subject to FATCA Withholding. However, definitive notes will only be printed in remote circumstances.

FATCA is particularly complex and its application is uncertain at this time. The above description is based in part on regulations, official guidance and model IGAs, all of which are subject to change or may be implemented in a materially different form. Prospective investors should consult their tax advisers on how these rules may apply to the Issuer and to payments they may receive in connection with the Notes.

TO ENSURE COMPLIANCE WITH IRS CIRCULAR 230, EACH TAXPAYER IS HEREBY NOTIFIED THAT: (A) ANY TAX DISCUSSION HEREIN IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY THE TAXPAYER FOR THE PURPOSE OF AVOIDING U.S. FEDERAL INCOME TAX PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER; (B) ANY SUCH TAX DISCUSSION WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) THE TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER.

SUBSCRIPTION AND SALE

Morgan Stanley & Co. International plc (the Manager) has, pursuant to a Subscription Agreement (the Subscription Agreement) dated 11 November 2013 and subject to the conditions contained therein, agreed to subscribe or procure subscribers for the Notes. The Issuer will also reimburse the Manager in respect of certain of its expenses, and has agreed to indemnify the Manager against certain liabilities incurred in connection with the issue of the Notes. The Subscription Agreement may be terminated in certain circumstances prior to payment to the Issuer.

United States

The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act.

The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. Treasury regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and Treasury regulations promulgated thereunder.

The Manager has agreed that, except as permitted by the Subscription Agreement, it will not offer, sell or deliver the Notes (i) as part of their distribution at any time; or (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date within the United States or to, or for the account or benefit of, U.S. persons, and that it will have sent to each dealer to which it sells any Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

In addition, until 40 days after the commencement of the offering, an offer or sale of Notes within the United States by any dealer that is not participating in the offering may violate the registration requirements of the Securities Act.

United Kingdom

The Manager has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the FSMA)) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done in relation to any Notes in, from or otherwise involving the United Kingdom.

Republic of Italy

The offering of the Notes has not been registered pursuant to Italian securities legislation and, accordingly, no Notes may be offered, sold or delivered, nor may copies of the Prospectus or of any other document relating to the Notes be distributed, in the Republic of Italy, except:

(i) to qualified investors (investitori qualificati), as defined pursuant to Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and Article 34- ter, first paragraph, letter b) of Consob Regulation No. 11971 of 14 May 1999, as amended from time to time (Regulation No. 11971); or

(ii) in other circumstances which are exempted from the rules on public offerings pursuant to Article 100 of the Financial Services Act and Article 34-ter of Regulation No. 11971.

Any offer, sale or delivery of the Notes or distribution of copies of the Prospectus or any other document relating to the Notes in the Republic of Italy under (i) or (ii) above must be:

(a) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, Consob Regulation No. 16190 of 29 October 2007 (as amended from time to time) and Legislative Decree No. 385 of 1 September 1993, as amended (the Banking Act); and

(b) in compliance with Article 129 of the Banking Act, as amended, and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of Italy; and

(c) in compliance with any other applicable laws and regulations or requirement imposed by Consob or other Italian authority.

General

No action has been taken by the Issuer or the Manager that would, or is intended to, permit a public offer of the Notes in any country or jurisdiction where any such action for that purpose is required. Accordingly, the Manager has undertaken that it will not, directly or indirectly, offer or sell any Notes or distribute or publish any offering circular, prospectus, form of application, advertisement or other document or information will be distributed or published in any country or jurisdiction except under circumstances that will, to the best of its knowledge and belief, result in compliance with any applicable laws and regulations and all offers and sales of Notes by it will be made on the same terms.

GENERAL INFORMATION

Authorisation

The issue of the Notes was duly authorised by a resolution of the Board of Directors of the Issuer dated 16 April 2013.

Listing and Admission to Trading

Application has been made to the CSSF to approve this document as a prospectus. Application has also been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). The total expenses relating to the admission to trading are expected to be approximately €8,130.

Eurosystem Eligibility

The Notes are issued in NGN form and intended to be held in a manner which would allow Eurosystem eligibility. This simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue of the Notes or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.

Clearing Systems

The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The ISIN for this issue is XS0993438000 and the Common Code is 099343800. The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brussels, and the address of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L-1855 Luxembourg.

Significant or Material Change

Save as disclosed in this Prospectus under “Description of the Issuer – Recent Developments”, above, there has been no significant change in the financial or trading position of the Issuer and the Consolidated Subsidiaries of the Issuer since 30 June 2013 and there has been no material adverse change in the financial position or prospects of the Issuer and the Consolidated Subsidiaries since 31 December 2012.

Litigation

Save as disclosed in this Prospectus under “Description of the Issuer – Litigation”, above, neither the Issuer nor any Consolidated Subsidiary are or have been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) in the 12 months preceding the date of this document which may have, or have in such period had, a significant effect on the financial position or profitability of the Issuer and/or the Consolidated Subsidiaries taken as a whole.

Independent Auditors

Reconta Ernst & Young S.p.A. audited, in accordance with auditing standards in Italy recommended by Consob, the Issuer’s financial statements, without qualification, for the financial year ended on 31

December 2012. Deloitte & Touche S.p.A. audited, in accordance with auditing standards in Italy recommended by Consob, the Issuer’s financial statements, without qualification, for the financial year ended on 31 December 2011. The consolidated financial statements as at 31 December 2012 and 31 December 2011 were prepared in accordance with IFRS as adopted in the European Union Regulation No. 1606/2002 and the requirements of Italian regulations issued pursuant to art. 9 of Italian Legislative Decree no. 38/2005. The annual financial statements referred to above, together with the relevant audit reports, are incorporated by reference in this Prospectus.

At the shareholders’ meeting of EXOR on 28 April 2011 appointed Reconta Ernst & Young S.p.A. as independent auditors for the nine-year period 2012 – 2020.

Reconta Ernst & Young S.p.A. are registered under no. 2 in the Special Register (Albo Speciale) maintained by Consob and under no. 70945 in the Register of Accountancy Auditors (Registro dei Revisori Contabili), in compliance with the provisions of the Legislative Decree No. 88 of 27 January, 1992.

Both Reconta Ernst & Young S.p.A. and Deloitte & Touche S.p.A. are members of ASSIREVI, the Italian association of auditing firms. The Issuer is not aware of any potential conflicts of interest between the duties to the Issuer of the Independent Auditors and their private interests or other duties. The auditors have no material interest in the Issuer.

U.S. Tax

The Notes and Coupons will contain the following legend: “Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code”.

Documents Available

As long as the Notes are outstanding, copies of the following documents will be available free of charge from the registered office of the Issuer and from the specified offices of the Paying Agent for the time being in Luxembourg:

(a) the by-laws (statuto) (with an English translation thereof) of the Issuer;

(b) the audited consolidated financial statements of the Issuer in respect of the financial years ended 31 December 2012 and 2011, in each case together with the audit reports prepared in connection therewith (with an English translation thereof) (the Issuer currently prepares audited consolidated and unconsolidated accounts on an annual basis) and the unaudited consolidated financial statements of the Issuer in respect of the six months ended 30 June 2013 and 2012;

(c) the most recently published audited annual consolidated financial statements of the Issuer and the most recently published unaudited quarterly and semi-annual consolidated financial statements of the Issuer (in each case with an English translation thereof) (the Issuer currently prepares unaudited consolidated interim accounts on a semi-annual basis, and shortened unaudited consolidated interim accounts on a quarterly basis);

(d) the Agency Agreement and the forms of the Global Notes, the Notes in definitive form and the Coupons;

(e) a copy of this Prospectus; and

(f) a copy of any supplement to this Prospectus and any other documents incorporated herein or therein by reference.

Manager transacting with the Issuer

The Manager and its affiliates (including their parent companies) has engaged, and may in future engage, in investment banking and/or commercial banking (including derivatives contracts, the provision of loan facilities and consultancy services) and other related transactions with, and may perform services for the Issuer and its affiliates (including other members of the Group) in the ordinary course of business.

Yield

The yield on the Notes will be 3.530 per cent. calculated on an annual basis.

ISSUER EXOR S.p.A. Via Nizza, 250 10126 Turin Italy

MANAGER

Morgan Stanley & Co. International plc 25 Cabot Square Canary Wharf London E14 4QA United Kingdom

FISCAL AGENT Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB England

LEGAL ADVISERS

To the Issuer as to Italian law Pedersoli e Associati Via Monte di Pietà 15 Corso Marconi 10 20121 Milano 10125 Torino Italy Italy

To the Manager as to Italian and English law

Allen & Overy – Studio Legale Associato Corso Vittorio Emanuele II, 284 Via Manzoni 41-43 00186 Rome 20121 Milan Italy Italy

AUDITORS To the Issuer Reconta Ernst & Young S.p.A. Corso Vittorio Emanuele II, 83 10128 Torino Italy LISTING AGENT Deutsche Bank Luxembourg S.A. 2 Boulevard Konrad Adenauer, L-1115 Luxembourg