LISTING PARTICULAR Wind Acquisition Holdings Finance S.A. E325,000,000 121⁄4% Senior Notes due 2017 $625,000,000 121⁄4% Senior Notes due 2017 Guaranteed on a senior basis by Wind Acquisition Holdings Finance S.p.A. Wind Acquisition Holdings Finance S.A., incorporated as a public limited liability company (soci´et´e anonyme) under the laws of the Grand Duchy of Luxembourg, having its registered office at 65, boulevard Grande-Duchesse Charlotte, L-1331 Luxembourg, and registered with the Luxembourg trade and companies register under number B 109.823 (the ‘‘Issuer’’) and owned 73% by a charitable trust and 27% by Wind Acquisition Holdings Finance S.p.A., a societa` per azioni incorporated and existing under the laws of Italy (‘‘WAHF’’) and the direct parent entity of WIND Telecomunicazioni S.p.A. (‘‘WIND’’), is offering (the ‘‘Offering’’) A325,000,000 aggregate principal amount of its 121⁄4% Senior Notes due 2017 (the ‘‘Euro Notes’’) and $625,000,000 aggregate principal amount of its 121⁄4% Senior Notes due 2017 (the ‘‘Dollar Notes’’ and together with the Euro Notes, the ‘‘Notes’’). The Notes will accrue interest at the rate of 12.25% per annum and will mature on July 15, 2017. Interest on the Notes will be payable semi-annually on each January 15, and July 15, commencing July 15, 2010. Until January 15, 2014, interest will be payable, at the Issuer’s option, in cash or through the issuance of additional Notes of the applicable series in an aggregate principal amount equal to the interest then due (‘‘PIK interest’’). From and after January 15, 2014, cash interest will accrue on the Notes and be payable on the applicable interest payment dates. Prior to July 15, 2013, the Issuer will be entitled, at its option, to redeem all or a portion of the Notes by paying the relevant ‘‘make-whole’’ premium. At any time on or after July 15, 2013, the Issuer may redeem all or part of the Notes by paying a specified premium to you. In addition, prior to July 15, 2012, the Issuer may redeem at its option up to 35% of either the Euro Notes and/or the Dollar Notes with the net proceeds from certain equity offerings. If the Issuer or WAHF undergoes a change of control or sells certain of its assets, the Issuer may be required to make an offer to purchase the Notes. In the event of certain developments affecting taxation, the Issuer may redeem all, but not less than all, of the Notes. The Notes will be senior debt of the Issuer and will rank pari passu in right of payment to all of the Issuer’s existing and future senior indebtedness. The Notes initially will be guaranteed on a senior basis (the ‘‘Note Guarantee’’) by WAHF (the ‘‘Guarantor’’). This Offering Memorandum includes information on the terms of the Notes and Note Guarantee, including redemption and repurchase prices, security, covenants and transfer restrictions. We have applied to have the Notes admitted to listing on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF. Each of the Euro Notes and the Dollar Notes will be issued with original issue discount for U.S. federal income tax purposes. Investing in the Notes involves a high degree of risk. See ‘‘Risk Factors’’ beginning on page 24. We have not registered the Notes or the Note Guarantee under the U.S. federal securities laws or the securities laws of any other jurisdiction. The Notes are being offered and sold only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’), and to non-U.S. persons outside the United States in accordance with Regulation S under the U.S. Securities Act. See ‘‘Notice to Investors’’ for additional information about eligible offerees and transfer restrictions. Euro Notes Price: 98.325% plus accrued interest from the issue date. Dollar Notes Price: 98.325% plus accrued interest from the issue date. We expect that the Notes will be delivered in book-entry form on or about December 15, 2009, against payment in immediately available funds. The date of this listing particular is January 15, 2010. We have not authorized any dealer, salesperson or other person to give any information or represent anything to you other than the information contained in this Offering Memorandum. You must not rely on unauthorized information or representations. This Offering Memorandum does not offer to sell or ask for offers to buy any Notes in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the Notes. The information in this Offering Memorandum is current only as of the date on its cover, and may change after that date. For any time after the cover date of this Offering Memorandum we do not represent that our affairs are the same as described or that the information in this Offering Memorandum is correct, nor do we imply those things by delivering this Offering Memorandum or selling Notes to you. TABLE OF CONTENTS Summary ................................................................ 1 Risk Factors .............................................................. 24 Use of Proceeds ........................................................... 55 The Issuer ............................................................... 56 Capitalization ............................................................. 57 Selected Historical Financial Information ......................................... 59 Management’s Discussion and Analysis of Financial Condition and Results of Operations ...... 64 Industry Overview .......................................................... 115 Business ................................................................. 117 Regulation ............................................................... 142 Management .............................................................. 153 Principal Shareholders ....................................................... 164 Certain Relationships and Related Party Transactions ................................ 165 Description of Certain Financing Arrangements .................................... 168 Description of Notes ........................................................ 188 Book Entry, Delivery and Form ................................................ 263 Plan of Distribution ......................................................... 270 Notice to Investors ......................................................... 273 Tax Considerations ......................................................... 278 Legal Matters ............................................................. 295 Independent Auditors ....................................................... 296 Where You Can Find Additional Information ...................................... 297 Service of Process and Enforcement of Civil Liabilities ............................... 298 Listing and General Information ............................................... 300 Appendix A Glossary of Technical Terms ......................................... A-1 Appendix B Summary of Certain Differences Between IFRS as Compared to U.S. GAAP ...... B-1 Index to Financial Information ................................................. F-1 i IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM We and the Issuer have prepared this offering memorandum (the ‘‘Offering Memorandum’’) based on information we have or have obtained from sources we believe to be reliable. Summaries of documents contained in this Offering Memorandum may not be complete. We will make copies of actual documents available to you upon request. None of us, the Issuer, Morgan Stanley & Co. International plc, Banca IMI S.p.A., CALYON, Citigroup Global Markets Limited, J.P. Morgan Securities Ltd. or Natixis Bleichroeder LLC (collectively, the ‘‘Initial Purchasers’’), represent that the information herein is complete. The information in this Offering Memorandum is current only as of the date on the cover, and our business or financial condition, the business and financial condition of the Issuer and other information in this Offering Memorandum may change after that date. You should consult your own legal, tax and business advisors regarding an investment in the Notes. Information in this Offering Memorandum is not legal, tax or business advice. You should base your decision to invest in the Notes solely on information contained in this Offering Memorandum. Neither we, nor the Issuer nor the Initial Purchasers have authorized anyone to provide you with any different information. The Issuer is offering the Notes, and the Guarantor is issuing the Note Guarantee, in reliance on an exemption from registration under the U.S. Securities Act for an offer and sale of securities that does not involve a public offering. If you purchase the Notes, you will be deemed to have made certain acknowledgments, representations and warranties as detailed under ‘‘Notice to Investors.’’ You may be required to bear the financial risk of an investment in the Notes for an indefinite period. Neither we nor the Issuer nor the Initial Purchasers are making an offer to sell the Notes in any jurisdiction where the offer and sale of the Notes is prohibited. Neither we nor the Issuer make any representation to you that the Notes are a legal investment for you. No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that purpose. Each prospective purchaser of the Notes must comply with all applicable laws and rules and regulations in force