PININFARINA : FIRST HALF 2016 REPORT

Cambiano, 19 September 2016 - The Board of Directors of Pininfarina S.p.A., chaired by Paolo Pininfarina, met today and approved the Group's interim financial report at 30 June 2016. The key financial figures of the Pininfarina Group as at and the first six months of 2016 and 2015 are as follows:

* Variations in the statement of financial position and equity figures relate to the corresponding figures at 31 December 2015.

EBITDA is the operating profit or loss gross of amortisation, depreciation, provisions, impairment losses, reversals of impairment losses and utilisation of provisions. EBIT is the operating profit or loss.

Pursuant to article 154-bis.2 of the Consolidated finance act, the manager in charge of financial reporting, Gianfranco Albertini, states that the financial disclosures provided in this press release are consistent with the relevant documentation, ledgers and accounting records.

In accordance with the agreement signed on 14 December 2015 and disclosed to the market on that day, on 30 May 2016, Pincar S.r.l. in liquidation sold its entire investment in Pininfarina S.p.A. (76.063% of its share capital) to PF Holding B.V. - a company under Dutch law owned by TechMahindra Limited and Mahindra & Mahindra Limited. As part of this transaction, the new debt rescheduling agreement signed by Pininfarina

S.p.A. and its lending institutions came into force, favourably impacting the whole Group's financial position, performance and cash flows. Reference should be made to the "Going concern and outlook for 2016" section for further details.

The most significant issues that arise from an analysis of the consolidated figures for the first six months of 2016, compared to those for the first half of 2015, are summarised below:

the value of production (revenue) has decreased by roughly 19% compared to the corresponding period of 2015, due to the smaller contribution of the engineering services and operation segments. Revenue of the design segment is in line with the first six months of 2015, while that of the industrial design segment has improved again;

EBITDA is negative and has increased, mainly due to the decrease in revenue; on the other hand, despite remaining negative, EBIT is in line with the corresponding period of the previous year, mostly due to the smaller amortisation and depreciation recognised by the parent;

compared to the first six months of 2015, the Group's Italian automotive operations saw a contraction in their operating profits and the German subsidiaries' profitability has fallen to an operating loss, mainly due to a marked decrease in revenue caused by the reference market's instability. The Chinese operations are in line with the first half of 2015, while the industrial design activities recorded an increase in both revenue and operating profit;

following the coming into force (on 30 May 2016) of the new Rescheduling Agreement with the lending institutions, which entailed the settlement and extinguishment of roughly 58% of the parent's debt and the rescheduling of the residual debt to 2025, Pininfarina S.p.A. has recognised gains of approximately €26.5 million on the extinguishment of financial liabilities. Therefore, the Group has recorded a profit for the period of €21.8 million, compared to the €4.8 million loss recognised for the first half of 2015;

the Group's financial position at 30 June 2016 improved significantly compared to 31 December 2015, as a result of the positive effects of the new Rescheduling Agreement mentioned above. Thanks to the profit for the period, equity has tripled compared to the end of 2015. The Group's financial debt also improves considerably, thanks to the more than proportionate reduction in financial liabilities compared to the cash used to pay them ("settlement and extinguishment");

the debt to equity ratio came to approximately 0.95 at the reporting date (4.8 at 30 June 2015).

The headcount decreased by 9.6% (-63 units) from 656 at 30 June 2015 to 593. The reduction principally involved the German companies.

In addition to the revenue on the sale of spare parts for cars manufactured in previous years, royalties for the use of the trademark in the automotive segment (from non-OEM customers) and business lease income, this segment incurs the costs of the support and property management functions of the parent, Pininfarina S.p.A.. Value of production increased 42.4% from €3.3 million for the first six months of 2015 to €4.7 million, thanks to the trademark licence agreement signed by Pininfarina S.p.A. and Mahindra & Mahindra Limited.

Segment EBIT improved from a negative €5.5 million in the corresponding period of the previous year to a negative €3.2 million. In addition to the increase in royalty income, the improvement is due to the reduction in restructuring costs and handling of pending disputes in the first half of 2015.

This segment, comprising the design and engineering businesses, recognised value of production of €29.3 million, down 24.4% compared to the first six months of 2015 (€38.8 million), principally due to the Italian and German engineering activities.

Segment EBIT remained positive by €0.8 million, compared to an operating profit of €3.5 million in the corresponding period of the previous year.

The key financial figures of the parent, Pininfarina S.p.A., are summarised below:

* Variations in the statement of financial position and equity figures relate to the corresponding figures at 31 December 2015.

EBITDA is the operating profit or loss gross of amortisation, depreciation, provisions, impairment losses, reversals of impairment losses and utilisation of provisions. EBIT is the operating profit or loss.

1. The net financial debt of the Pininfarina Group and Pininfarina S.p.A., with separate classification of current and non-current items, are attached hereto.

2. The Group has no past-due liabilities (of a commercial, financial, tax or social security nature). No actions against the Group have been filed by creditors.

3. The Group's and parent's related party transactions are attached hereto.

4. Under the existing Rescheduling Agreement, there is just one financial covenant, to be checked quarterly beginning from 31 March 2018: consolidated equity at a minimum level of €30,000,000.

5. The parent's debt restructuring plan is proceeding in accordance with the current agreements. Reference should be made to the "Going concern and outlook for 2016" section for further details.

6. Implementation of the business plan approved by the board of directors on 27 November 2015 continues as forecast.

On 11 July 2016, Pininfarina S.p.A.'s parent, PF Holding B.V., launched a takeover bid for the Pininfarina ordinary shares it did not held, i.e., 7,205,128 shares (23.88% of share capital). Based on the final outcome of the bid, during the Acceptance Period (11 July - 29 July 2016), 22,348 Pininfarina ordinary shares, equal to roughly 0.0741% the share capital and 0.3102% of the ordinary shares covered by the offer, were tendered, for a total amount of €24,582.80.

Considering the tendered Pininfarina ordinary shares, the 22,945,566 Pininfarina ordinary shares equal to 76,06% of Pininfarina's share capital already directly held by the Bidder before the Acceptance Period and the parent's treasury shares in portfolio (15,958, or 0.05% of its share capital), PF Holding B.V. holds 22,967,914 ordinary shares of the parent, equal to 76.1368% of its share capital.

Given the definitive outcome of the takeover bid, Pininfarina S.p.A.'s float has remained substantially unchanged compared to the period before the bid.

In their ordinary meeting of 3 August 2016, Pininfarina S.p.A.'s shareholders appointed the board of directors for the 2016-2018 three-year period. Indeed, as per the arrangements between Pincar S.r.l. in liquidation and the Mahindra Group, the previous directors resigned, two of whom with immediate effect and the others as of the meeting of 3 August 2016.

There are no other significant events that occurred after the reporting date.

On 14 December 2015, an Investment Agreement for the acquisition of the majority investment in Pininfarina

S.p.A. (76.06% of its share capital, held by Pincar S.r.l. in liquidation) by TechMahindra Limited and Mahindra & Mahindra Limited was signed, as well as a debt Rescheduling Agreement between Pininfarina

S.p.A. and its lending institutions.

Once certain conditions precedent were met, on 30 May 2016, the agreements became effective.

The Dutch company PF Holdings B.V. (owned by TechMahindra Limited and Mahindra & Mahindra Limited) executed the acquisition of the majority investment and, in accordance with the relevant legislation, launched a mandatory takeover bid for all outstanding Pininfarina S.p.A. shares. The bid period started on 11 July 2016 and is ended on 29 July 2016.

Again on 30 May 2016, once Pininfarina S.p.A.'s Rescheduling Agreement with its lending institutions became effective, the parent settled and extinguished its debt with the banks that chose this option (equal to approximately 58% of its €97.8 million nominal debt before the transaction) and rescheduled to 2025 its approximate €41 million debt with the banks that decided to remain its creditors. The rescheduled debt bears interest at 0.25% pa (rising by the difference between the actual rate and 4% if the six-month Euribor exceeds 4%) and is secured by a first demand surety issued by the Mahindra Group. PF Holdings B.V. granted an interest-bearing (annual 0.25% interest rate) loan of €16 million to Pininfarina S.p.A., in order for the latter to be able to meet its payment obligations on the same date as that the it had to repay its debt (30 May 2016).

Under the existing agreements, Pininfarina S.p.A. will approve a capital increase of which the majority shareholder has agreed to subscribe €20,000,000, using, if necessary, also the loan already granted to the parent. If technically feasible, the share capital increase will be carried out before the end of 2016.

The coming into force of the Rescheduling Agreement had positive effects on profit or loss (gain on the extinguishment of financial liabilities of €26.5 million) with the consequent recapitalisation of the parent. Accordingly, the issues arising from the provisions of article 2446 of the Italian Civil Code have been resolved. Moreover, the significant reduction in financial liabilities, thanks to their settlement and extinguishment, enabled the Group to regain a balance between its ability to generate cash flows and its outstanding debt.

Therefore, the first few conditions provided for in the new 2016-2025 business and financial plan, approved on 27 November 2015, have been met.

Pininfarina's acquisition by the Mahindra Group has been essential not only in order to immediately resolve its financial and capital issues that prevented the Italian group's growth in the past few years, but also because its business will steadily grow thanks to the possible operating synergies and access to new markets/customers. It will be able to offer a wider range of engineering services, a segment in which the largest number of competitors is concentrated. A strong development in offered services is expected to take place in the design segment, considering the extraordinary commercial penetration of the Mahindra Group in the various sectors/markets. In the past few months, Mahindra and Pininfarina commenced working together to integrate those activities and departments whose combined development makes sense from a strategic and financial perspective. Sales and the management of technical resources in the engineering segment are currently the areas most involved.

Considering all the above, assessing the effects of the debt Rescheduling Agreement and the proximity of the share capital increase envisaged by the Investment Agreement, the Board of Directors no longer believes that there are any doubts as to the Pininfarina Group's ability to continue as a going concern, also thanks to the industrial, financial and capital stability of the Mahindra Group.

Consolidated value of production for 2016 is expected to decrease by roughly 15%, EBIT is forecast to be negative and the profit for the year is expected to be extremely positive, following the new debt Rescheduling Agreement provided for in the agreements between the Mahindra Group, the lending institutions and Pininfarina S.p.A..

Net financial debt at the end of 2016 is expected to be considerably smaller than the previous year end, thanks to Pininfarina S.p.A.'s new debt Rescheduling Agreement, which became effective on 30 May 2016. Most of the lending institutions have decided to settle and extinguish their loans.

The Board of Directors has also approved an updating of the Procedure for transactions with related Parties, available on the web site www.pininfarina.com - corporate governance.

Gianfranco Albertini, Direttore Finanza e Investor Relations, tel. 011.9438367

Francesco Fiordelisi, Responsabile Comunicazione Corporate e Prodotto, tel. 011.9438105/335.7262530

Carolina Mailander, tel. 011.5527311/335.6555651