ALTERACIONES POSTURALES DE LA

Authorisation

The creation and issue of the Notes has been authorised by a resolution of the Issuer’s Board of Directors dated 23 May 2014.

Listing and Admission to Trading

Application has been made to the Irish Stock Exchange for the Notes to be admitted to trading on its regulated market and to be listed on the Official List. Admission is expected to take effect on or about the Closing Date.

Expenses related to Admission to Trading

The total expenses related to admission of the Notes to trading are estimated at €5,190.

Listing Agent

Arthur Cox Listing Services Limited is acting solely in its capacity as listing agent for the Issuer in connection with the Notes and is not itself seeking admission of the Notes to the Official List of the Irish Stock Exchange or to trading on its regulated market for the purposes of the Prospectus Directive.

Legal and Arbitration Proceedings

Save as disclosed in “Description of the Issuer – Legal Proceedings”, neither the Issuer nor any member of the Group is or has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened, of which the Issuer is aware), which may have, or have had during the 12 months prior to the date of this Prospectus, a significant effect on the financial position or profitability of the Issuer or the Group.

Significant/Material Change

Save as disclosed in “Description of the Issuer – Recent Developments”, since 31 December 2013 there has been no material adverse change in the prospects of the Issuer and no significant change in the financial or trading position of the Group.

Auditors

The consolidated financial statements of the Group as at and for the year ended 31 December 2013 and the non-consolidated financial statements of the Issuer as at and for the years ended 31 December 2013 and 2012 have been audited without qualification by PricewaterhouseCoopers S.p.A., which is registered under No. 119644 in the Register of Accountancy Auditors (Registro Revisori Legali) by the Italian Ministry of Economy and Finance, in compliance with the provisions of the Legislative Decree No. 39 of 27 January 2010. PricewaterhouseCoopers S.p.A., which is located at Via Monte Rosa 91, 20149 Milan, Italy, is also a member of ASSIREVI (the Italian association of auditing firms).

Documents on Display

For so long as the Notes remain outstanding, physical or electronic copies of the following documents may be inspected during normal business hours at the offices of the Fiscal Agent at 13th Floor Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom:

(a) the By-laws (statuto) of the Issuer; (b) the Agency Agreement;

(c) the Deed of Covenant;

(d) the audited consolidated and non-consolidated annual financial statements of the Issuer as at and for the year ended 31 December 2013; and

(e) the audited non-consolidated annual financial statements of the Issuer as at and for the year ended 31 December 2012.

A copy of this Prospectus and any document incorporated by reference in this Prospectus will also be available for viewing on the website of the Irish Stock Exchange (www.ise.ie).

Interests of natural and legal persons involved in the issue/offer

The Lead Manager and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services to the Issuer and its affiliates in the ordinary course of business.

In addition, in the ordinary course of their business activities, the Lead Manager and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the account of their customers. Such investments and securities activities may involve securities and/or instruments of the Issuer or its affiliates. The Lead Manager or its affiliates that have a lending relationship with the Issuer may routinely hedge their credit exposure to the Issuer consistent with their customary risk management policies. Typically, the Lead Manager and its affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in securities, including potentially the Notes. Any such short positions could adversely affect future trading prices of the Notes. The Lead Manager and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities or instruments.

Yield

On the basis of the issue price of the Notes of 99.434 per cent. of their principal amount (plus accrued interest), the gross real yield of the Notes is 2.95 per cent. on an annual basis. Such amount is not, however, an indication of future yield.

Legend Concerning US Persons

The Notes and any Coupons appertaining thereto will bear a legend to the following effect:

"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".

ISIN and Common Code

The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The Notes have the following ISIN and common code assigned to them:

ISIN: XS1075173085

ISSUER

Banca Farmafactoring S.p.A.

Registered office: Via Domenichino, 5

20149 Milan Italy

LEAD MANAGER

Morgan Stanley & Co. International plc

25 Cabot Square Canary Wharf London E14 4QA

United Kingdom

FISCAL AGENT AND PAYING AGENT Citibank, N.A., London Branch

13th Floor Citigroup Centre Canada Square

Canary Wharf, London E14 5LB United Kingdom

LEGAL ADVISERS

To the Issuer as to English and Italian law:

White & Case LLP

5 Old Broad Street London EC2N 1DW

United Kingdom

Piazza Diaz 1 20123 Milan

Italy To the Lead Manager as to English and Italian law:

Gianni, Origoni, Grippo, Cappelli & Partners

6 - 8 Tokenhouse Yard London EC2R 7AS

United Kingdom

Piazza Belgioioso, 2 20121 Milan

Italy

Via delle Quattro Fontane, 20 00184 Rome

Italy

AUDITORS TO THE ISSUER PricewaterhouseCoopers S.p.A.

Via Monte Rosa, 91 20149 Milan

Italy

LISTING AGENT

Arthur Cox Listing Services Limited

Earlsfort Centre Earlsfort Terrace

Dublin 2 Ireland