PRESS RELEASE

(Tran slation from the Italian original which remains the definitive version) SHAREHOLDERS' MEETING OF PININFARINA S.p.A. 2014 FIN ANCIAL STATEMENTS APPROVED APPOINTMENT OF THE BOARDS OF DIRECTORS AND STATUTORY AUDITORS FOR THE 2015-2017 THREE-YEAR PERIOD

Cambiano (TO), 29 April 2015 - The sharehol ders of Pi ninfarina S.p.A. met today in an ordinary meeting chaired by Paol o Pini nfari na and approved the 2014 annual fi nanci al report, exami ned the cons olidated financial statements, approved the 2014 rem uneration report and appoi nted the new Boards of Directors and Statutory Auditors for the 2015-2017 three -year period.

The 2014 figures approved today are unchanged from those shown in the draft financial statements already made available to the public . Accordingly, the fi nancial comments are the same as those published by the company in its press rel ease of 19 M arch 2015.

The 2014 and 2013 key financial fi gures of the Pininfarina Group are as follows:

(€'m illion)

2014

2013

Variation

Value of production

86.6

79.8

6.8

EBITDA

7.0

-2.6

9.6

EBIT

3.9

-3.3

7.2

Net f inancial expense

-4.8

-5.8

1.0

Loss from discontinued operations

-

-1.2

1.2

Loss for the year

Net f inancial debt

-1.3

-44.8

-10.4

-36.4

9.1

-8.4

Equity

27.9

29.4

-1.5

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 Consoli dated fi nance act, the manager in charge of fi nancial reporting, Gianfranco Albertini, states that the financial disclosures provided in this press release are consistent with the relevant docum entati on, 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 impai rment losses and utilisation of provisions. EBIT is the operating profit or loss.

In addition to the 2014 fi nancial statements, the sharehol ders approved the proposal for the allocation of the loss for the year and decided not to distribute di vidends.

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PRESS RELEASE

Information required by Con sob (the Italian Commission for listed companies and the stock exchange) pursuant to article 114.5 of Legi slative decree no. 58/98

1) A table showi ng the net financial debt of Pininfarina S.p.A. and the Pininfarina Group, with separate classification of current and non-current items, is attached heret o.
2) The Group has no past-due li abilities (of a comm ercial, financial, tax or social security nature). No actions agai nst the Group have been fil ed by creditors.
3) The tabl es showi ng the parent's and Group's rel ated party transactions are attached heret o.
4) The financial covenants linked to the 2014 EBITDA and net financial debt at 31 December 2014 provided for by the Rescheduli ng Agreem ent have been compli ed wit h.
5) The restructuring of the parent's financial debt is continuing in li ne with the Rescheduling Agreem ent with the lending institutions.
6) There are presently no critical issues affecting the 2011-2018 business plan's forecasts. However, the informati on disclosed in the 'Going concern and outlook for 2015 ' section o f the 2014 annual financial report and in the press releas e dated 19 Marc h 2015, to which reference should be m ade, shoul d be considered.

Furthermore, the shareholders approved:

- the appointm ent as directors, with a term of offic e expiri ng at the date of approval of the financial statements at 31 December 2017, of:
- Gianfranco Albertini
- Silvi o Pietro Angori
- Edoardo Garrone*
- Romi na Guglielm etti*
- Licia Mattioli*
- Enrico Parazzini*
- Carl o Pavesio
- Paolo Pininfarina
- Roberto Testore*

*Independent director

- the appointm ent as statutory audit ors, with a term of office expiri ng at the date of approval of the financial statements at 31 December 2017, of:
Nicola Treves - Chairm an
Margherita Spai ni - Standi ng statutory auditor Giovanni Rayneri - Standing statutory auditor Maria Luisa Fassero - Alternate statutory auditor
Alberto Bertagnolio Licio - Alternate statutory auditor

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PRESS RELEASE

At the board m eeting held i mmedi ately after the shareholders ' m eeting, the directors confirmed Paol o Pininfari na as Chairm an, Sil vio Angori Chief as Chi ef Executi ve Officer and Gianfranco Albertini as the director authorised to int erface with Consob and Borsa Itali ana.
The 2014 Annual report on corpo rate governance and ownership stru cture is avail abl e in the 'Fi nancial ' section of the parent's website (www.pini nfari na.com), as well as through the ot her methods provi ded for by current legislation.
With referenc e to the many rumours spread by the medi a in the past few weeks about new major investors enteri ng the parent's ownership structure, the interest shown in Pini nfarina is c onfirm ation of its standing as one of t he leadi ng 'made in Italy' com panies, characterised by its excellence in design and engineering i n the autom oti ve sector, as well as its other expertise. This was achieved thanks to its many successful products and initiati ves, its family identity and commitment and the professional skill s of its mangers and employees. These values will always be protected.
As already mentioned i n the press rel ease of 26 March 2015, the Indi an group Mahi ndra & Mahi ndra has expressed its interest in Pini nfari na. However, no agreem ent has yet been reached. M oreover, such an agreem ent would require a com plex approval process, whereby Pincar, Pininfari na and the banks would all have to express their consent.
Pincar and Pininfarina will inform the mark et of any bindi ng agreement if and as soon as it is signed.

Contacts: Pininfarina:

Gianfranco Albertini, CF O and Investor Relators, tel. +39.011.9438367
Franc esco Fiordelisi, Corporate and Product Communication Manager, tel. +39.011.9438105/335.7262530

Studio Mailander:

Carolina Mailander, tel. +39.011. 5527311/335.6555651

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PRESS RELEASE

RECL ASSIFIED FINANCIAL ST AT EM ENTS (*)

(*) The reclassified financial statements group the figures presented i n the l egally -requi red statem ents to improve their understanding, without however changi ng thei r presentation logic .
The term 'EB IT' used in the reclassified incom e statement corresponds to the 'Operating profit (l oss)'
presented in the IF RS-com pliant financial statements.

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PRESS RELEASE

PININFARINA GROUP Reclassified income statement

(€'000)

(*) Materials and services are net of utilisations of the provisions f or product w arranty and risks (€321 thousand and €58 thousa nd f or

2013 and 2014, respectively).

(**) Labour cost is net of utilisations of the restructuring and other provisions (€817 thousand and €1,857 thousand f or 2013 and 2014,

respectively).

As required by Consob resolution no. DEM/6064293 of 28 July 2006, a reconciliation of the data in the consolidated f inancial statements w ith those in the reclassif ied 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 impair ment losses include additions to/utilisation of provisions, impa ir ment losses and inventory w rite-dow ns.

- Net f inancial expense comprises net f inancial expense and dividends.

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PRESS RELEASE

PININFARINA GROUP Reclassified statement of financial position

(€'000)

(*) Other liabilities include the f ollow ing items: deferred tax liabilities, other f inancial liabilities, current tax liabilities and other liabilities.

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PRESS RELEASE

PININFARINA GROUP Net financial debt

(€'000)

Cash and cash equivalents include a restricted account of €5,000,000.

Current assets held f or trading include restricted assets of €2,402,940.

Follow ing the lending institutions ' w aiver of their rights arising f rom the Group's f ailure to comply w ith the EBITDA covenant on 2 April

2014, liabilit ies have been reclassif ied in line w ith the due dates provided f or by the Rescheduling Agreement.

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PRESS RELEASE

PININFARINA S.p.A. Reclassified income statement

(€'000)

(*) M aterials and services are net of utilisations of the provisions f or product w arranty and risks (€321 thousand and €58 thousand f or

2013 and 2014, respectively).

(**) Labour cost is net of utilisations of the restructuring provision (€613 thousand and €1,857 thousand for 2013 and 2014, respectively).

As required by Consob resolution no. DEM/6064293 of 28 July 2006, a reconciliation of the data in t he separate f inancial statements w ith those in the reclassif ied schedules is provided below :

- M aterials and se rvicesinclude raw materials and components, other variable production costs, external variable engineering services, exchange rate gains and losses and other expenses.

- Am ortis ation and de pre ciationcomprise amortisation of intangible assets and depreciation of property, plant and equipment and

investment property.

- (Additions to)/utilisation of provis ions and impairment lossesinclude additions to/utilisation of provisions, impair ment losses

and inventory w rite-dow ns

- Ne t financial e xpensecomprises net f inancial expense and dividends.

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PRESS RELEASE

PININFARINA S.p.A. Reclassified statement of financial position

(€'000)

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PRESS RELEASE

PININFARINA S.p.A. Net financial debt

(€'000)

Cash and cash equivalents include a restricted account of €5,000,000. Current assets held f or trading include restricted assets of €2,402,940.

Follow ing the lending institutions ' w aiver of their rights arising f rom the parent's f ailure to comply w ith the EBITDA covenant on 2 April

2014, liabilit ies have been reclassif ied in line w ith the due dates provided f or by the Rescheduling Agreement.

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PRESS RELEASE

Related party tran saction s - Pininfarina Group

The table bel ow, which is presented pursuant to Consob comm unication 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 provi ded. They were neither atypical nor unusual for the purpos es of the above -mentioned comm unication.

- Studio Professionale Pavesi o e Associati, related to the di rector Carl o Pavesio, provi ded legal assistance to the parent and Pini nfari na Extra S.r.l. for total fees of €356,135 and €1,989, respecti vely;
- Pantheon Italia S.r.l., related to the director Roberto Testore, provided commercial assistance for
total fees of €93,004;
- Giovanni Pininfarina - son of the chai rman of the Board of Di rectors, Paolo Pini nfari na, provided
commercial assistance for total fees of €8, 400.

Related party tran saction s - Pininfarina S.p.A.

Commercial Financial Operating Financial


Assets Liabilities Assets Liabilities Revenue Expense Income Expense

Pincar S.r.l.

-

- 1,639,770

- -

- 72,770

-

Pininfarina Extra S.r.l.

62,254

6,081 572,000

297,581 354,041

259,796 1,001,040

-

Goodmind S.r.l.

9,760

- -

- 24,000

- -

-

Pininfarina Deutschland GmbH

-

- 301,512

- -

- 4,166

-

mpx Entwicklung GmbH Monaco - 917,961 1,752,184 - - 3,488,588 29,896 - Pininfarina Automotive Engineering (Shanghai) Co Ltd 410,143 - - - 118,214 119,391 - -

Total 482,157 924,042 4,265,466 297,581 496,255 3,867,775 1,107,872 -


The financial assets and liabilities with Pininfarina Extra S.r.l. relat e to the dom estic tax consolidation agreem ent.
In addition to the above fi gures, Studio Professionale Pavesio e Associati, related to the director Carl o Pavesio, provi ded legal assistance to t he parent for t otal fees of €356,135 and Pantheon Italia S.r.l., re lated to the director Roberto Testore, provided comm ercial assistance for total fees of €93,004.

Fees to director s, statuto ry auditor s and key management personnel:


Fees to the parent's directors and statutory auditors for thei r respecti ve duties are as follows:

(€'000)

2014

2013

Directors

612

652

Statutory auditors

102

102

Total

714

754

The 2014 total fees to Pininfarina S.p.A. 's key management pers onnel approximate €1. 2 million.

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