BASE PROSPECTUS FINMECCANICA – SOCIETÀ PER AZIONI (incorporated as a società per azioni under the laws of the Republic of Italy) as Issuer and in respect of Notes issued by Finmeccanica Finance S.A., as Guarantor (where indicated in the relevant Final Terms) FINMECCANICA FINANCE S.A. (incorporated as a société anonyme under the laws of Luxembourg) as Issuer EUR 4,000,000,000 Euro Medium Term Note Programme Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent authority for the purpose of Directive 2003/71/EC, as amended, (the "Prospectus Directive") and relevant implementing measures in Luxembourg, for approval of this prospectus as (i) a base prospectus for Notes issued by Finmeccanica – Società per azioni ("Finmeccanica" or "Finmeccanica S.p.A.") and (ii) a base prospectus for Notes issued by Finmeccanica Finance S.A. ("Finmeccanica Finance") (together, the "Base Prospectus"), in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg for the purpose of giving information with regard to the issue of Notes under the Programme during the period of twelve months after the date hereof. The payment of all amounts due in respect of the Notes issued by Finmeccanica Finance will be unconditionally and irrevocably guaranteed by Finmeccanica S.p.A. pursuant to the relevant Deed of Guarantee (as defined herein). Application has been made to the Luxembourg Stock Exchange for non-equity securities ("Notes") issued under the Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus to be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange which is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004, as amended, on markets in financial instruments during the period of 12 months after the date hereof. The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the relevant Issuer. By approving this Base Prospectus, the CSSF assumes no responsibility and does not give any undertaking as to the economic and financial soundness of any transaction under this Programme or the quality or solvency of the Issuers in accordance with article 7(7) of the Luxembourg law of 10 July 2005 on prospectuses for securities, as amended. Notes issued under this Programme may be rated or unrated. Where the Notes are to be rated, the credit rating will be assigned by Moody’s Investors Service, Inc. ("Moody's") and/or Fitch Ratings Limited ("Fitch") and/or Standard & Poor’s Credit Market Services Europe Limited, a division of McGraw-Hill Companies Inc. ("Standard & Poor's"). Both Fitch and Standard & Poor's are established in the European Economic Area (the "EEA") and registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies (as amended) (the "CRA Regulation"). Moody's is not established in the EEA and is not certified under the CRA Regulation and the rating it will give to the Notes is endorsed by Moody's Investors Service Ltd., which is established in the EEA and registered under the CRA Regulation. Each of Fitch, Standard & Poor's and Moody's Investors Service Ltd. are included in the list of credit rating agencies published by the European Securities and Markets Authority ("ESMA") on its website in accordance with the CRA Regulation at www.esma.europa.eu/page/List-registered-and-certified-CRAs (date of last update 3 June 2013). Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the rating assigned to Notes already issued or, if any, to the relevant Issuer/Guarantor. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Final Terms. Whether or not a rating in relation to any Tranche of Notes will be treated as having been issued by a credit rating agency established in the European Union and registered under the CRA Regulation will be disclosed in the relevant Final Terms. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Notes issued under this Programme will be subject to a minimum denomination of EUR 100,000 (or its equivalent in another currency on the relevant Issue Date). Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuers and the Guarantor (as defined herein) to fulfil their respective obligations under the Notes are discussed under "Risk Factors" below. Arranger BofA Merrill Lynch Dealers Banca IMI Banco Bilbao Vizcaya Argentaria, S.A. Barclays BNP PARIBAS BofA Merrill Lynch Citigroup Commerzbank Crédit Agricole CIB Credit Suisse Deutsche Bank HSBC MEDIOBANCA – Banca di Credito Finanziario S.p.A. Mizuho Securities MPS Capital Services NATIXIS Société Générale Corporate & Investment Banking UBS Investment Bank UniCredit Bank 9 October 2013 CONTENTS Page IMPORTANT NOTICES ............................................................................................................................. 1 RISK FACTORS .......................................................................................................................................... 5 GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................. 28 INFORMATION INCORPORATED BY REFERENCE .......................................................................... 32 FINAL TERMS, SUPPLEMENTS AND DRAWDOWN PROSPECTUSES ........................................... 35 FORMS OF THE NOTES .......................................................................................................................... 36 TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 39 FORM OF DEED OF GUARANTEE ........................................................................................................ 64 FORM OF FINAL TERMS ........................................................................................................................ 71 OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .............. 82 FINMECCANICA FINANCE S.A. ........................................................................................................... 85 SUMMARY FINANCIAL INFORMATION OF FINMECCANICA FINANCE ..................................... 87 FINMECCANICA AND THE FINMECCANICA GROUP ...................................................................... 90 CONSOLIDATED CAPITALISATION OF FINMECCANICA ............................................................ 128 CONSOLIDATED FINANCIAL INFORMATION RELATING TO FINMECCANICA ...................... 129 TAXATION ............................................................................................................................................. 132 SUBSCRIPTION AND SALE ................................................................................................................. 142 GENERAL INFORMATION .................................................................................................................. 145 110414-3-1-v5.0 70-40536349 IMPORTANT NOTICES Each of Finmeccanica Finance and Finmeccanica (each, an "Issuer" and together, the "Issuers") and Finmeccanica in its capacity as guarantor in respect of Notes issued by Finmeccanica Finance pursuant to the relevant Deed of Guarantee (in such capacity, the "Guarantor") accepts responsibility for the information contained in this Base Prospectus. Each of the Issuers and the Guarantor declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Base Prospectus, to the best of its knowledge, is in accordance with the facts and contains no omission likely to affect its import. Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and Conditions of the Notes" (the "Conditions") as completed by a document specific to such Tranche called final terms (the "Final Terms") or, to the extent that the information relating to that Tranche constitutes a significant new factor in relation to the information contained in this Base Prospectus, in a separate prospectus specific to such Tranche (the "Drawdown Prospectus") as described under "Final Terms, Supplements and Drawdown Prospectuses" below. This Base Prospectus should be read and construed together with any supplements hereto and with any other documents incorporated by reference herein (see "Information Incorporated by Reference") and, in relation to any Tranche (as defined herein) of Notes which is the subject of Final Terms, should be read and construed together with the relevant Final Terms. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such information being specified