SUPPLEMENT DATED 2 DECEMBER 2013 TO THE BASE PROSPECTUS DATED 11 JULY 2013
FERROVIE DELLO STATO
ITALIANE S.p.A.
(Incorporated with limited liability in the Republic of Italy)
€4,500,000,000
Euro Medium Term Note Programme
This Supplement (the
Supplement
) to the Base Prospectus (the
Base Prospectus
) dated 11 July 2013
constitutes a supplementary prospectus for the purposes of Article 16 of Directive 2003/71/EC, as amended
(the
Prospectus Directive
) as implemented in Ireland by the Prospectus (Directive 2003/71/EC) Regulations
2005, as amended (the
Prospectus Regulations
) and is
prepared in connection with the Euro Medium Term
Note Programme (the
Programme
) established by Ferrovie dello Stato Italiane S.p.A. (the
Issuer
). Terms
defined in the Base Prospectus have the same meaning when used in this Supplement.
This Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus and any
other supplements to the Base Prospectus issued by the Issuer.
The Issuer accepts responsibility for the information contained in this Supplement. To the best of the
knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case) the information
contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the
import of such information.
Purpose of the Supplement
The purpose of this Supplement is to (a) incorporate by reference the summary of the main results and trend
of the first half-year 2013 of the Group, (b) replace the section "Corporate Bodies and Management" of the
Base Prospectus from page 73 to page 76 in its entirety, and (c) include a new "Significant or Material
Change" statement.
This Supplement has been approved by the Central Bank of Ireland, as competent authority under the
Prospectus Directive. The Central Bank of Ireland only approves this Supplement as meeting the
requirements imposed under Irish and EU law pursuant to the Prospectus Directive.
Information Incorporated by Reference
The "Information incorporated by Reference" section on page 19 of the Base Prospectus shall be deemed to
be supplemented with the following:
Copies of all documents incorporated by reference in the Base Prospectus may be inspected, free of charge,
at the registered office of the Issuer. A copy of the summary of the main results and trend of the first
half-year 2013 of the Group is available for viewing at
http://www.fsitaliane.it/cms-file/allegati/fsitaliane_en/Investor-relations/SummMainResults_1stHalf2013.pdf
Document Information incorporated Pages
Summary of the Main Results and Trend of the first Half-Year 2013 of the Group
Consolidated results as at 30 June 2013 Page 3
The Group’s income statement and statement of financial position
Pages 4-7
FS financial highlights Page 8
Operating segments of the Group Pages 9-20
Group’s consolidated financial statements Page 21-26
Any non-incorporated parts of a document referred to in this Supplement are either deemed not relevant for
an investor or are otherwise covered elsewhere in this Supplement."
Corporate Bodies and Management
The paragraph "Corporate Bodies and Management" from page 73 to page 76 of the Base Prospectus shall be
deemed deleted and replaced with the following paragraphs:
“
Corporate Bodies and Management
The following table sets out the composition of the Board of Directors of the Issuer as of the date of this
Supplement to the Base Prospectus.
Board of Directors and Management
The Board of Directors of FS consists of five members.
The following are the members of the Board of Directors of FS all of whom were appointed or, as the case
may be, reappointed on 9 August 2013.
Name Position (FS)
Other activities of the members of the Board of Director within the Group
Main activities of the members of the Board of Directors outside the
Group
Lamberto Cardia Chairman of the Board of
Directors (since 1 July, 2010)
Chairman of the Board of Directors of FS Sistemi Urbani S.r.l.
Chairman of the Supervisory Board of Galleria di Base del Brennero – BBT SE
Honorary Chairman of the Corte dei Conti (Court of Accounts)
University professor at LUISS Qualification:
- Corte di Cassazione (Italian Supreme Court) lawyer - Certified auditor
Mauro Moretti CEO/Managing Director
(since 8 September, 2006)
Chairman of the Board of Directors of Grandi Stazioni S.p.A.
Chairman of Fondazione FS (FS Foundation)
Positions in organizations and other entities, including:
- Deputy Chairman of U.I.C.
Union International des
chemins de fer (International Union of Railways)
- Chairman of C.E.R. -
Community of European
Railway and Infrastructure Company
- Member of the Board of
Directors of Confindustria
- Member of the Board of
Directors of Assolombarda - Member of the Giunta (Board
of Directors) of Assolombarda
(as Federtrasporto's
representative)
- Chairman of the Collegio
Ingegneri Ferroviari Italiani (Italian Railway Engineers Association)
Antimo Prosperi Director (since 24 June,
2010)
Head of Management Section VI of the Treasury Department (MEF) Member of the Board of Directors of Istituto Poligrafico e Zecca dello Stato S.p.A. (Government Printing Office and Mint)
Member of the Board of Directors of CONSIP S.p.A. (controlled by MEF) Member of the Board of Directors of InvImIt SGR S.p.A. (Italian Real
Estate Investment Management
Company)
Member of the Board of Directors of Cassa Depositi e Prestiti
Mauro Coletta Director (since 9 August,
2013)
Head of Struttura della Vigilanza sulle Concessioni Autostradali at the Italian
The business address of each member of the Board of Directors of FS is Piazza della Croce Rossa, 1, 00161
Rome, Italy.
Board of Statutory Auditors
The Board of Statutory Auditors has three standing members and two alternative members elected by the
General Meeting. Pursuant to Art. 2403 of the Italian Civil Code, the Board verifies compliance with the
law, the Articles of Association and with correct corporate governance principles, and also verifies the
adequacy and functionality of the organisational structure and administrative and accounting systems
adopted by the Issuer.
The following is a list of the statutory auditors appointed or, as the case may be, reappointed on 9 August
2013:
Name Position (FS)
Other activities of the members of the Board of Statutory Auditors within the
Group
Main activities of the members of the Board of Statutory Auditors
outside the Group Alessandra dal Verme Chairman of the Board of
Statutory Auditors (since 24 June, 2010)
Manager of the Ragioneria Generale dello Stato (General Accounting Department of State) (MEF) - Ispettore Generale Capo of the Ispettorato Generale per gli Affari Economici – (Chief Inspector General of Economic Affairs)
Chairman of the Board of Statutory Auditors of ANAS S.p.A.
Member of the Comitato Paritetico dell'Osservatorio Nazionale sulle politiche di trasporto pubblico locale (Joint Committee on Local Transport Policies) (as MEF representative) Member of the Board of Directors of EXPO 2015
Member of NARS (as MEF
Name Position (FS)
Other activities of the members of the Board of Statutory Auditors within the
Group
Main activities of the members of the Board of Statutory Auditors
outside the Group
Tiziano Onesti Statutory Auditor (since 9
August, 2013)
Chairman of the Board of Directors of Italtel S.p.A.
Independent member of the Board of
Directors of Gruppo Editoriale
L’Espresso S.p.A.
Liquidator of: Acqua Pia Antica Marcia S.p.A. in liquidazione, ; and American Express Company S.p.A. in liquidazione; Danesi Caffè S.p.A. in liquidazione.
Statutory Auditor of: Risanamento S.p.A. and; Ford Italia S.p.A.; Mazda Motor Italia S.p.A.; eni Trading & Shipping S.p.A.
Chairman of the Board of Statutory Auditors of: Servizi Aerei S.p.A.; SER - Società Energie Rinnovabili S.p.A.; SER 1 - Società Energie Rinnovabili 1 S.p.A.; F.lli De Cecco Di Filippo Fara San Martino S.p.A.; Olearia F.lli De Cecco Di Filippo Fara San Martino S.r.l.; NEEP Roma Holding S.p.A.; DE. FIN. S.r.l.; DESE Mark S.r.l.; Indipendenza S.p.A. in liquidazione; SAGRIM S.p.A. in
liquidazione; SAIIM S.p.A in
liquidazione; Villa York S.r.l. in liquidazione.
Member of the Scientific Committee of “Principi Contabili Internazionali” de “Il Sole 24 Ore”, and “Financial Reporting” ed. Franco Angeli Professor at Università degli Studi - Roma Tre and LUISS Guido Carli di Roma
Name Position (FS)
Other activities of the members of the Board of Statutory Auditors within the
Group
Main activities of the members of the Board of Statutory Auditors
outside the Group
Claudia Cattani Statutory Auditor (since 9
August, 2013)
Senior partner of the Corporate - Tax
Studio associated with the
international network of Deloitte Chairman of the Board of Statutory Auditors of: AS Roma S.p.A., A.S. Roma Real Estate S.r.l., Brand Management S.r.l. (AS Roma Group); Ligestra S.p.A (Fintecna Group);,
Aviapartner S.p.A., Aviapartner
Handling S.p.A., Aviapartner S.r.l., (Aviapartner Group); Bridgestone
Italia S.p.A., Bridgestone TCE
S.p.A.., (Bridgestone Group); Bristol Mayer Squibb S.p.A.;, Kerry Holding Italia S.p.A. (Kerry Group), ); Smith Medical Italy S.r.l., .; United Parcel Service Italia S.r.l., UPS SCS (Italy) S.r.l., Pieffe Depositi S.r.l. (UPS Group)
Statutory Auditor of: Invitalia Attività Produttive S.p.A. (Invitalia Group), ); Borgo di Perolla S.r.l., Fondiaria Lasa
S.p.A. (Italpetroli Group), );
Chemptura Italia S.r.l. e ISEM S.r.l.
(Chemptura Group);, Roselectra
S.p.A. (GDF-Suez Group); Corit S.p.A.
Auditor od UniCredit & Universities Foundation
Liquidator of Frigor Frutta S.r.l. in liquidazione
Cinzia Simeone Alternate Auditor (since 18
May, 2004 )
Manager of the Ragioneria dello Stato Department (MEF) Office 5
Head of Ragioneria Generale dello
Stato (General Accounting
Department of State) office
Auditor / statutory auditor of Enpals (Pension Fund for Workers in Sports and Entertainment Industry)
Auditor / statutory auditor of the
ECIPA Nazionale (National
Confederation for Professional
Education in Crafts and Small Businesses)
Member of Gruppo Bilanci (Financial
Group) set up within the
Commissione tecnica di valutazione per il fondo perequativo (Technical
Commission for Assessment of
Equalization Fund) at Unioncamere Member of the Comitato
tecnico-scientifico (CTS) (Scientific
Technical Committee) of the INEA's "Spesa Pubblica in Agricoltura" (Public Spending in Agriculture) project
Name Position (FS)
Other activities of the members of the Board of Statutory Auditors within the
Group
Main activities of the members of the Board of Statutory Auditors
outside the Group
Paolo Castaldi Alternate Auditor (since 24
June, 2010)
Manager at MEF, head of IGRUE Office I
Auditor of Bari Polytechnic
University
Auditor of Port Authority of Naples Auditor of Federazione Italiana Discipline sportive Armi da Caccia
