Ferrari : N.V. announces cash tender offers on certain series of euro notes issued by Ferrari N.V.

FERRARI N.V. ANNOUNCES CASH TENDER OFFERS

ON CERTAIN SERIES OF EURO NOTES ISSUED BY FERRARI N.V.

Maranello, Italy 4 July 2019 - Ferrari N.V. (NYSE/MTA: RACE) (Ferrari or the Company) announces an invitation to eligible holders (subject to the offer restrictions referred to below) of the Company's outstanding €700,000,000 0.250 per cent. Notes due 16 January 2021 (ISIN: XS1720053229) (the 2021 Notes), and the Company's outstanding €500,000,000 1.500 per cent. Notes due 16 March 2023 (ISIN: XS1380394806) (the 2023 Notes and, together with the 2021 Notes, the Notes) to tender their Notes for purchase by the Company for cash up to an aggregate nominal amount of €250,000,000 (the Maximum Acceptance Amount) (the Offers and each an Offer).

The Offers are made on the terms and subject to the conditions set out in the tender offer memorandum dated 4 July 2019 (the Tender Offer Memorandum).

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

		Outstandi	Benchmar	Purchase		Maximum
		ng	k Rate	Spread	Purchase
Notes	ISIN	Acceptance
Nominal			Yield
				Amount **
		Amount
2021	XS17200532	€700,000,0	n/a	n/a	-0.20 per
Notes	29	00			cent. *
					the sum of
				65 bps	the 2023	€250,000,000
			Interpolate	Purchase
2023	XS13803948	€500,000,0	(the 2023
d Mid-	Spread and
Notes	06	00	Purchase
Swap Rate	Interpolate
			Spread)
				d Mid-Swap

Rate

• For information purposes only, the 2021 Purchase Price determined in the manner described in the Tender Offer Memorandum, will be 100.679 per cent., if the Settlement Date is 16 July 2019. Should the Settlement Date be postponed, the 2021 Purchase Price will be recalculated and will be announced, for information purposes only, as provided in the Tender Offer Memorandum.
• The Company reserves the right, in its sole and absolute discretion and for any reason, to increase or decrease the Maximum Acceptance Amount.

Ferrari N.V.

Amsterdam, the Netherlands

Registered Office:

Via Abetone Inferiore N.4,

I -41053 Maranello, (MO) Italy

Dutch trade register number: 64060977

Rationale for the Offers

The Offers are being made as part of the Company's active management of its financial liabilities and the purpose of the Offers is to pro-actively manage the Company's upcoming redemptions and debt maturity profile. The Company's intention is to cancel all of the Notes that have been accepted for purchase pursuant to the Offers.

Purchase Price and Accrued Interest

The Company will pay, for 2021 Notes and 2023 Notes accepted by it for purchase pursuant to the relevant Offer, a price (the relevant Purchase Price, expressed as a percentage and rounded to the third decimal place, with 0.0005 being rounded upwards) as described below.

The Purchase Price in respect of the 2021 Notes (the 2021 Purchase Price) shall be determined in the manner described in the Tender Offer Memorandum by reference to a yield of -0.20 per cent. (the 2021 Purchase Yield). The 2021 Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the 2021 Notes and is intended to reflect a yield to maturity of the 2021 Notes on the Settlement Date equal to the 2021 Purchase Yield.

The Purchase Price in respect of the 2023 Notes (the 2023 Purchase Price) shall be determined at or around 2.00 p.m. (Rome time) (the Pricing Time) on 12 July 2019 (the Pricing Date) in the manner described in the Tender Offer Memorandum by reference to a yield (such yield, the 2023 Purchase Yield) calculated as the sum of (a) a purchase spread of 65 bps (the 2023 Purchase Spread) and (b) the Interpolated Mid-Swap Rate (as defined in the Tender Offer Memorandum). The 2023 Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the 2023 Notes and is intended to reflect a yield to maturity of the 2023 Notes on the Settlement Date equal to the 2023 Purchase Yield.

The Company will also pay, in relation to each Series of Notes, an Accrued Interest Payment in respect of Notes of such Series accepted for purchase pursuant to the relevant Offer.

Maximum Acceptance Amount

If the Company decides, in its sole and absolute discretion, to accept valid tenders of Notes pursuant to the Offers, it will accept for purchase up to an aggregate nominal amount of Notes equal to the Maximum Acceptance Amount. The Company will determine the allocation of the nominal amount accepted for purchase pursuant to the Offers between the 2021 Notes and the 2023 Notes in its sole and absolute discretion, and reserves the right to accept significantly more or less (or none) of the Notes of one Series as compared to the other Series of Notes. For the avoidance of doubt, the Company reserves the right to accept, in its sole and absolute discretion, only the 2021 Notes or only the 2023 Notes.

In addition, the Company reserves the right to increase, in its sole and absolute discretion, the Maximum Acceptance Amount at any time, including after the Expiration Deadline.

Series Acceptance Amounts and Scaling of Offers

Series Acceptance Amounts

If the Company accepts any Notes of a Series for purchase pursuant to the relevant Offer and the aggregate nominal amount of such Series validly offered for purchase is greater than the final aggregate nominal amount of a Series accepted for purchase (in respect of such Series, the Series Acceptance Amount), the Company intends to accept Notes of such Series for purchase

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in the manner set out under "The Offers-Series Acceptance Amounts and Scaling of Offers" in the Tender Offer Memorandum, such that the aggregate nominal amount of such Series accepted for purchase pursuant to the relevant Offer is no greater than the relevant Series Acceptance Amount.

In the circumstances in which valid tenders of Notes of a Series pursuant to the relevant Offer are to be accepted, at the sole and absolute discretion of the Company, on a pro rata basis, each such tender of Notes of the relevant Series will be scaled by a factor rounded to the nearest 0.000001 (with 0.0000005 being rounded upwards) (each a Pro-RationFactor) equal to (i) the Series Acceptance Amount for such Series, divided by (ii) the aggregate nominal amount of Notes of such Series validly tendered pursuant to the relevant Offer (subject to adjustment to allow for the aggregate nominal amount of Notes of each Series accepted for purchase, following the rounding of tenders of Notes as described below, to equal the relevant Series Acceptance Amount exactly). See further "The Offers-SeriesAcceptance Amounts and Scaling of Offers" in the Tender Offer Memorandum.

Tender Instructions

In order to participate in, and be eligible to receive the relevant Purchase Price and relevant Accrued Interest Payment pursuant to, the relevant Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 5.00 p.m. (Rome time) on 11 July 2019 (the Expiration Deadline).

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a nominal amount of Notes of any Series of no less than €100,000, being the minimum denomination of each Series of Notes, and may, in each case, be submitted in integral multiples of €1,000 above €100,000. A separate Tender Instruction must be completed on behalf of each beneficial owner.

The Company is not under any obligation to accept any tender of Notes for purchase pursuant to any Offer. Tenders of Notes for purchase may be rejected in the sole discretion of the Company for any reason and the Company is not under any obligation to Noteholders to furnish any reason or justification for refusing to accept a tender of Notes for purchase. For example, tenders of Notes of any Series for purchase may be rejected if the relevant Offer is terminated, if the relevant Offer does not comply with the relevant requirements of a particular jurisdiction or for any other reason.

Indicative Timetable for the Offers
Events	Times and Dates
	(All times are Rome time)
Commencement of the Offers	4 July 2019
Expiration Deadline	5.00 p.m. on 11 July 2019
Announcement of Indicative Results of Offers	12 July 2019 at or around 11.00
	a.m.
Pricing Date and Pricing Time	12 July 2019 at or around 2.00

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Events	Times and Dates
	(All times are Rome time)
	p.m.
Announcement of Final Results and Pricing	As	soon	as	reasonably
	practicable	after	the Pricing
	Time on the Pricing Date
Settlement Date	16 July 2019

The Company may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate any Offer at any time, including in respect of the Maximum Acceptance Amount and/or the Series Acceptance Amount in respect of any Series of Notes (subject to applicable law and as provided in the Tender Offer Memorandum), and the above times and dates are subject to the Company's right to so extend, re-open, amend and/or terminate any Offer.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offers before the deadlines specified above and in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above and in the Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with the Offers will be made (i) by publication via the Companies Announcements Office of the Irish Stock Exchange plc, trading as Euronext Dublin (at www.ise.ie) and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made on the relevant Reuters Insider Screen and/or by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offers. In addition, Noteholders may contact the Dealer Managers for information using the contact details below.

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offers.

Citigroup Global Markets Limited, Crédit Agricole Corporate and Investment Bank, Mediobanca - Banca di Credito Finanziario S.p.A. and Morgan Stanley & Co. International plc are acting as Dealer Managers for the Offers and Lucid Issuer Services Limited is acting as Tender Agent.

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Further Information

Questions and requests for assistance in connection with the Offer may be directed to:

	Dealer Managers
Citigroup Global Markets Limited		Crédit Agricole Corporate and Investment Bank
Citigroup Centre		12 place des Etats-Unis
Canada Square		CS 70052 92 547 Montrouge Cedex
Canary Wharf		France
London E14 5LB
United Kingdom		Tel: [phone]
Telephone: [phone]		Attention: Liability Management
Attention: Liability Management Group	Email:
Email:		[e-mail]
[e-mail]

Mediobanca - Banca di Credito	Morgan Stanley & Co. International plc
Finanziario S.p.A.	25 Cabot Square
Piazzetta Enrico Cuccia, 1	Canary Wharf
20121 Milan	London E14 4QA
Italy	United Kingdom
Telephone: + 39 02 8829554	Telephone: [phone]
Attn: Liability Management Group
Attention: Liability Management
Corporate	Email:
Email:	[e-mail]
[e-mail]

Questions and requests for assistance in connection with the delivery of Tender Instructions including requests for a copy of the Tender Offer Memorandum may be directed to the Tender Agent.

Tender Agent

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Telephone: [phone]

Attention: Arlind Bytyqi

Email: [e-mail]

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