Gastos Generales

Authorisation

The creation and issue of the Notes has been authorised by resolutions of the Issuer’s Board of Directors dated 20 March 2014 and 11 November 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.

Expenses related to Admission to Trading

The total expenses related to admission to trading are estimated at €9,940.

Use of Proceeds

The net proceeds of the issue of the Notes will be used by the Issuer for general corporate purposes, including refinancing of existing debt.

Legal and Arbitration Proceedings

There are no 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 Group.

Significant/Material Change

Save as described in “Risk Factors – Risks relating to SIFA S.c.p.A.” above, 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 Issuer as at and for the years ended 31 December 2013 and 2012 have been audited without qualification by Reconta Ernst & Young S.p.A.

Reconta Ernst & Young S.p.A. is authorised and regulated by the Italian Ministry of Economy and Finance (“MEF”) and registered on the register of auditing firms held by MEF. The registered office of Reconta Ernst & Young S.p.A. is at Via Po, 32, 00198 Rome, Italy.

Documents on Display

For so long as the Notes remain outstanding, physical or electronic copies of the following documents (together, where appropriate, with English translations) may be inspected during normal business hours at the offices of the Fiscal Agent at 33, rue de Gasperich, Howald-Hesperange, L-2085 Luxembourg, Grand Duchy of Luxembourg:

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

(c) the Deed of Covenant; and

(d) the audited consolidated annual financial statements of the Issuer as at and for the years ended 31 December 2013 and 2012.

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, the Issuer and its affiliates and have performed, and may in the future perform, corporate finance and other services for the Issuer and its affiliates, in each case 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 accounts 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 and instruments.

Yield

On the basis of the issue price of the Notes of 99.328 per cent. of their principal amount, the gross yield of the Notes is 4.375 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: XS1138266140 Common code: 113826614.

ISSUER

Registered office: Santa Croce, 489

30135 Venice Italy

FISCAL AGENT AND PAYING AGENT

BNP Paribas Securities Services, Luxembourg Branch

33, rue de Gasperich Howald-Hesperange L-2085 Luxembourg Grand Duchy of Luxembourg

LEGAL ADVISERS

To the Issuer as to English and Italian law:

Orrick, Herrington & Sutcliffe LLP

Corso Giacomo Matteotti, 10 20121 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 Reconta Ernst & Young S.p.A.

Viale Appiani 20/b 31100 Treviso

Italy

LISTING AGENT

BNP Paribas Securities Services, Luxembourg Branch

33, rue de Gasperich Howald-Hesperange L-2085 Luxembourg Grand Duchy of Luxembourg