Pininfarina : SHAREHOLDERS’ MEETING OF PININFARINA S.p.A. 2013 FINANCIAL STATEMENTS APPROVED 2014 OUTLOOK

PRESS RELEASE

The 2013 figures approved today are unchanged from those shown in the draft financial statements already made available to the public. Accordingly, the financial comments are the same as those disclosed by the company in its press release of 20 March 2014.

The 2013 and 2012 key financial figures of the Pininfarina Group are as follows:

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.

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

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) A table sowing the net financial debt of Pininfarina S.p.A. and the Pininfarina Group, with separate classification of current and non-current items, is attached hereto.

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PRESS RELEASE

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 tables showing the parent's and Group's related party transactions are attached hereto.

4) Pininfarina S.p.A. failed to comply with the 2013 EBITDA covenant provided for by the Rescheduling Agreement. It therefore requested that the lending institutions waive their right to the remedies provided for by the Rescheduling Agreement for such breach (i.e., the possible termination of the

Agreement). On 2 April 2014, the agent bank formally informed the parent of the formal consent of all

lending institutions to its request. Accordingly, the contractual breach has been remedied. The net financial debt covenant for 2013 has been complied with.

5) The restructuring of the parent's financial debt is in line with the Rescheduling Agreement with the lending institutions.

6) Excluding that mentioned above for 2013, there are presently no critical issues affecting the 2011-

2018 business plan's forecasts from 2014 onwards.

Consolidated value of production for 2014 is expected to be in line with the 2013 consolidated figure and the

EBIT is forecast to be positive. The net financial debt at the end of 2014 is expected to worsen compared to

31 December 2013, mainly due to net working capital trends and the accumulated unrealised losses resulting from the measurement of financial liabilities at amortised cost.

The shareholders approved the proposed allocation of the loss for the year and the non-distribution of dividends.

Gianfranco Albertini, CFO and Investor Relators, tel. +39.011.9438367

Francesco Fiordelisi, Corporate and Product Communication Manager, tel. +39.011.9438105/335.7262530

Carolina Mailander, tel. +39.011.5527311/335.6555651

Gianluca Dati, tel. +39.339.7346904

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RECLASSIFIED FINANCIAL STATEMENTS (*)

PRESS RELEASE

(*) The reclassified financial statements group the figures presented in the legally-required statements to improve their understanding, without however changing their presentation logic.

The term "EBIT" used in the reclassified income statement corresponds to the "Operating profit (loss)"

presented in the IFRS-compliant financial statements.

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PRESS RELEASE

(€'000)

2013 % 2012 % Variation

Revenue from sales and services 69,064 86.58 62,311 90.75 6,753

Change in inventories and contract work in progress 3,325 4.17 (799) (1.16) 4,124

Other revenue and income 7,369 9.25 7,147 10.41 222

Value of production 79,758 100.00 68,659 100.00 11,099

Net gains on the sa le of non-current a sse ts 1 0.00 3,182 4.63 (3,181) Materials and services (*) (35,295) (44.25) (32,664) (47.57) (2,631) Change in raw materials 494 0.62 42 0.06 452

Value added 44,958 56.37 39,219 57.12 5,739

Labour cost (**) (47,535) (59.60) (43,987) (64.07) (3,548)

EBITDA (2,577) (3.23) (4,768) (6.94) 2,191

Amortisation and depreciation (3,392) (4.25) (3,246) (4.73) (146) (Additions to)/utilisation of provisions and impairment losses 2,634 3.30 (278) (0.41) 2,912

EBIT (3,335) (4.18) (8,292) (12.08) 4,957

Net financial expense (5,776) (7.24) (3,696) (5.38) (2,080) Gain on the extinguishment of financial liabilities - - 44,835 65.30 (44,835) Share of loss of equity-accounted investees (3) (0.01) - - (3)

Profit (loss) before ta xes (9,114) (11.43) 32,847 47.84 (41,961) Income taxes (112) (0.14) (84) (0.12) (28) Profit (loss) from continuing opera tions (9,226) (11.57) 32,763 47.72 (41,989) Profit (loss) from discontinued ope rations (1,161) (1.46) 181 0.26 (1,342)

Profit (loss) for the yea r (10,387) (13.02) 32,944 47.98 (43,331)

(*) Materials and services are net of utilisations of the provisions for product warranty and risks (€889 thousand and €321 thousand for 2012 and 2013, respectively).

(**) Labour cost is net of utilisations of the restructuring and other provisions (€742 thousand and €817 thousand for 2012 and 2013, respectively).

As required by Consob resolution no. DEM/6064293 of 28 July 2006, a reconciliation of the data in the consolidated financial statements with those in the reclassified schedules is provided below:

- Materials and services include raw materials and components, other variable production costs, external variable engineering

services, exchange rate gains and losses and other expenses.

- Amortisation and depreciation comprise amortisation of intangible assets and depreciation of property, plant and equipment and investment property.

- (Additions to)/utilisation of provisions and impairment losses include additions to/utilisation of provisions, impairment

losses and inventory write-downs.

- Net financial expense comprises net financial expense and dividends.

The corresponding figures for 2012 have been restated following the adoption of the revised IAS 19 - Employee Benefits.

Following the sale of the investment in the subsidiary Pininfarina Maroc SAS, effective as from 1 December 2013, the 2012 figures have been restated in accordance with IFRS 5 to separate the results of discontinued operations as from 1 January 2012.

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PRESS RELEASE

(€'000)

Net non-current assets (A)

D

31.12.2013 31.12.2012 Variation

Net intangible assets 2,772 3,211 (439) Net property, plant and equipment and investment property 63,008 64,825 (1,817) Equity investments 303 356 (53) Total A 66,083 68,392 (2,309) Working capital (B)

Inventories 6,587 2,771 3,816

Net trade receivables and other assets 23,175 33,067 (9,892) Assets held for sale - - - Deferred tax assets 947 929 18

Trade payables (15,211) (14,259) (952) Provisions for risks and charges (2,698) (6,816) 4,118

Other liabilities (*) (5,911) (6,407) 496

Total B 6,889 9,285 (2,396) Net investe d capital (C=A+B) 72,972 77,677 (4,705)

Post-employment benefits (D) 7,146 7,286 (140)

Net capital requirements (E=C-D) 65,826 70,391 (4,565) Equity (F) 29,419 39,814 (10,395) Net financial debt (G)

Non-current loans and borrowings 7,442 90,293 (82,851)

Net current financial (position) debt 28,965 (59,716) 88,681

Total G 36,407 30,577 5,830

Total as in E (H=F+G) 65,826 70,391 (4,565)

(*) Other liabilities include the following items: deferred tax liabilities, other financial liabilities, current tax liabilities and other liabilities.

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PRESS RELEASE

(€'000)

31.12.2013 31.12.2012 Varia tion

Cash and cash equivalents 18,394 41,501 (23,107) Current assets held for trading 41,952 50,809 (8,857) Current loans and receivables - - - Loan assets - associates and joint ventures - - - Current bank overdrafts - (167) 167

Current financial lease liabilities (51,992) (16,898) (35,094) Current portion of bank loans and borrowings (37,319) (15,529) (21,790) Ne t current financial position (debt) (28,965) 59,716 (88,681) Non-current loans and receivables - third parties - - - Non-current loans and receivables - associates and joint
ventures 80 50 30
Non-current held-to-maturity investments - - - Non-current finance lease liabilities - (47,988) 47,988

Non-current bank loans and borrowings (7,522) (42,355) 34,833

Non-current loans and borrow ings (7,442) (90,293) 82,851

NET FINANCIAL DEBT (36,407) (30,577) (5,830)

Cash and cash equivalents include a restricted account of €5,000,000. Reference should be made to note 12 to the consolidated financial statements for further details.

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PRESS RELEASE

(€'000)

D

2013 % 2012 % Variation

Revenue from sales and services 38,155 79.41 34,557 85.89 3,598

Change in inventories and contract work in progress 3,469 7.22 (683) ( 1.70) 4,152

Other revenue and income 6,423 13.37 6,362 15.81 61

Internal work capitalised - - - - -

Value of production 48,047 100.00 40,236 100.00 7,811

Net gains on the sale of non-current assets ( 769) ( 1.60) 575 1.43 ( 1,344) Materials and services (*) (29,153) (60.67) (26,136) (64.96) (3,017) Change in raw materials 494 1.03 42 0.09 452

Value added 18,619 38.76 14,717 36.58 3,902

Labour cost (**) (24,592) (51.18) (23,984) (59.61) (608)

EBITDA (5,973) (12.42) (9,267) (23.03) 3,294

Amortisation and depreciation (2,562) (5.33) (2,434) (6.05) (127) (Additions to)/utilisation of provisions and impairment losses 1,257 2.62 (69) (0.17) 1,326

EBIT (7,278) (15.13) (11,770) (29.25) 4,492

Net financial expense (5,109) (10.63) (2,370) (5.89) (2,739) Gain on the extinguishment of financial liabilities - - 44,835 111.43 (44,835)

Profit (loss) before taxes (12,387) (25.76) 30,695 76.29 (43,082)

Income taxes 463 0.96 338 0.84 124.12

Profit (loss) for the year (11,924) (24.80) 31,033 77.14 (42,958)

(*) Materials and services are net of utilisations of the provisions for product warranty and risks (€828 thousand and €321 thousand for

2012 and 2013, respectively).

(**) Labour cost is net of utilisations of the restructuring provision (€472 thousand and €613 thousand for 2012 and 2013, respectively).

As required by Consob resolution no. DEM/6064293 of 28 July 2006, a reconciliation of the data in the separate financial statements with those in the reclassified schedules is provided below:

- Materials and services include raw materials and components, other variable production costs, external variable engineering services, exchange rate gains and losses and other expenses.

- Amortisation and depreciation comprise amortisation of intangible assets and depreciation of property, plant and equipment and investment property.

- (Additions to)/utilisation of provisions and impairment losses include additions to/utilisation of provisions, impairment losses and inventory write-downs

- Net financial expense comprises net financial expense and dividends.

The corresponding figures for 2012 have been restated following the adoption of the revised IAS 19 - Employee Benefits.

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PRESS RELEASE

Net non-current assets (A)

(€'000)

D

31.12.2013 31.12.2012 Variation

Net intangible assets 1,028 963 65

Net property, plant and equipment and investment property 53,457 54,832 (1,375) Equity investments 21,578 22,848 (1,270) Total A 76,063 78,643 (2,580) Working capital (B)
Inventories 6,271 2,307 3,964
Net trade receivables and other assets 16,254 26,073 (9,819) Trade payables (14,260) (13,942) (318) Provisions for risks and charges (2,698) (6,671) 3,973
Other liabilities (3,653) (4,290) 637

Total B 1,914 3,477 (1,563) Net invested capital (C=A+B) 77,977 82,120 (4,143)

Post-employment benefits (D) 6,629 6,823 (194) Net capital requirements (E=C-D) 71,348 75,297 (3,949)

Equity (F) 32,121 44,028 (11,907)

Net financial debt (G)

Non-current loans and borrowings 4,003 85,220 (81,217) Net current financial (position) debt 35,224 (53,951) 89,175

Total G 39,227 31,269 7,958

Total as in E (H=F+G) 71,348 75,297 (3,949)

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PRESS RELEASE

(€'000)

D

31.12.2013 31.12.2012 Variation

Cash and cash equivalents 12,398 36,306 (23,908) Current assets held for trading 41,952 50,320 (8,368) Current loans and receivables - - - Loan assets - associates and joint ventures - - - Current bank overdrafts - - - Current financial lease liabilities (51,991) (16,898) (35,093) Loans and borrowings - associates and joint ventures (264) (248) (16) Current portion of bank loans and borrowings (37,319) (15,529) (21,790) Net current financial position (debt) (35,224) 53,951 (89,175) Non-current loans and receivables - third parties - - - Non-current loans and receivables - associates and

joint ventures 3,019 4,623 (1,604) Held-to-maturity investments - - - Non-current finance lease liabilities - (47,988) 47,988

Non-current bank loans and borrowings (7,022) (41,855) 34,833

Non-current loans and borrow ings (4,003) (85,220) 81,217

NET FINANCIAL DEBT (39,227) (31,269) (7,958)

Cash and cash equivalents include a restricted account of €5,000,000. Reference should be made to note 11 to the separate financial statements for further details.

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PRESS RELEASE

The table below, which is presented pursuant to Consob communication no. DEM/6064293 of 28 July 2006, summarises related party transactions, including intragroup transactions. These transactions were carried out at market conditions, consistent with the nature of the goods exchanged or services provided. They were neither atypical nor unusual for the purposes of the above-mentioned communication.

Commercial Financial Operating Financial

Assets Liabilities Assets Liabilities Revenue Expense Income Expense

Goodmind S.r.l. - - 80,000 - 20,019 - 1,816 -

Total - - 80,000 - 20,019 - 1,816 -

Commercial Financial Operating Financial

Assets Liabilities Assets Liabilities Revenue Expense Income Expense

Pininfarina Extra S.r.l. 32,405 4,498 466,357 263,560 343,864 13,944 601,400 - Goodmind S.r.l. - - - - 20,019 - - - Pininfarina Deutschland GmbH - - 302,176 - - - 8,212 - mpx Entwicklung GmbH Monaco - 777,636 2,250,000 - - 3,286,791 34,545 - Pininfarina Automotive Engineering (Shanghai) Co Ltd 398,388 1,832 - - 124,951 212,814 70,492 -

Total 430,793 783,966 3,018,533 263,560 488,834 3,513,549 714,650 -

The financial assets and financial liabilities with Pininfarina Extra S.r.l. relate to the Domestic tax consolidation agreement.

In addition to the above figures, Studio Professionale Pavesio e Associati, related to the director Carlo Pavesio, provided legal assistance to the parent for total fees of €222,888 and Pantheon Italia S.r.l., related to the director Roberto Testore, provided commercial assistance for total fees of €60,000.

Fees to directors, statutory auditors and key management personnel

Fees to the parent's directors and statutory auditors for their respective duties are as follows:

(€'000)

2013 2012

Directors 652 602

Statutory auditors 102 99

T otal 754 701

The 2013 total fees to Pininfarina S.p.A.'s key management personnel approximate €1.5 million.

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