Microsoft Word - eng_2016COMUNICATOASSEMBLEA.doc (Translation from the Italian original which remains the definitive version) SHAREHOLDERS' MEETING OF PININFARINA S.p.A. 2015 FINANCIAL STATEMENTS APPROVED Events after the reporting date Going concern Information required by Consob (the Italian Commission for listed companies and the stock exchange) pursuant to article 114.5 of Legislative decree no. 58/98 Cambiano (TO), 12 May 2016 - The shareholders of Pininfarina S.p.A. met today in an ordinary meeting chaired by Paolo Pininfarina and approved the 2015 annual financial report, examined the consolidated financial statements and approved the remuneration report.

The 2015 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 published by the company in its press release of 24 March 2016.

The 2015 and 2014 key financial figures of the Pininfarina Group are as follows:

(€'million)

2015

2014

Variation

Value of production

82.8

86.6

-3.8

EBITDA

1.5

7.0

-5.5

EBIT

-12.4

3.9

-16.3

Net financial expense

-5.2

-4.8

-0.4

Loss for the year

-18.2

-1.3

-16.9

Net financial debt

-47.7

-44.8

-2.9

Equity

9.8

27.9

-18.1

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:

(€'million)

2015

2014

Variation

Value of production

45.2

52.8

-7.6

EBITDA

-3.5

2.8

-6.3

EBIT

-16.4

0.6

-17.0

Net financial expense

-4.2

-3.8

-0.4

Loss for the year

-20.3

-3.0

-17.3

Net financial debt

-54.1

-50.1

-4.0

Equity

8.6

28.9

-20.3

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.

In addition to the parent's 2015 separate financial statements, the shareholders approved the proposed allocation of the loss for the year and the non-distribution of dividends.

Events after the reporting date

An investment agreement (the "Agreement") between Pincar S.r.l. in liquidation ("Pincar") - Pininfarina S.p.A.'s controlling shareholder - and Mahindra & Mahindra Ltd. and Tech Mahindra Ltd. (the "Investors") was signed on 14 December 2015. It provides for, inter alia, the Mahindra Group's acquisition of the Pininfarina shares held by Pincar. Execution of the agreement (closing) was conditional upon a number of conditions, including the authorisation of Pincar's debt restructuring agreement pursuant to article 182-bis of the bankruptcy law and the authorisation of the transaction by the relevant anti-trust authorities. On 25 February 2016, the Turin Court authorised Pincar's debt restructuring while the anti-trust authorities provided their authorisations on 25 February and 1 March 2016. Accordingly, the main conditions to execute the

agreements of 14 December 2015 have been met and the closing is expected to take place within 30 June 2016.

On 29 April 2016, Mahindra & Mahindra Ltd. and Tech Mahindra Ltd. set up PF Holdings BV in Holland. It will hold the controlling investment in Pininfarina S.p.A.. Its shareholders signed an agreement on 3 May 2016, which was made public on 7 May 2016 (an extract was posted on Consob's and the parent's websites).

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

Going concern

The figures for 2015 and the first quarter of 2016 (disclosed this morning) confirm that Pininfarina must acquire the resources necessary for its growth and to redress its financial and capital situation. This is only possible through the entry of an investor that can contribute these resources and secure the Pininfarina Group's future.

As mentioned above and described in detail in the sections on "The agreements of 14 December 2015" and "Events after the reporting date" of the 2015 Annual Financial Report, the Mahindra Group's acquisition of Pincar's Pininfarina shares is nearing its expected closing.

Once the above arrangements have been executed, the parent will immediately benefit from their positive effects in terms of its capitalisation and ability to repay the outstanding debt. As a result, it will no longer fall within the scope of article 2446 of the Italian Civil Code and its ability to continue as a going concern will be ensured.

Accordingly, the board of directors continued to adopt the going concern assumption to prepare the financial statements.

Information required by Consob (the Italian Commission for listed companies and the stock exchange) pursuant to article 114.5 of Legislative decree no. 58/98
  1. The tables showing 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 tables showing the Group's and parent's related party transactions are attached hereto.

  4. As described above, the agreements of 14 December 2015 established a grace period for the existing debt rescheduling agreement (which ends on 30 June 2016 or before that if the closing date of the Mahindra Group's acquisition is earlier). During the grace period, the lending institutions waived their right to the remedies provided for by the current Rescheduling Agreement, even if the 2015 covenants are not met.

  5. A grace period was also agreed for Pininfarina S.p.A.'s 2012 debt rescheduling plan starting on 14 December 2015 and ending on the earlier of the date of execution of the acquisition of the Pininfarina shares held by Pincar and 30 June 2016. During the grace period, interest on the debt accrues and is paid but no principal repayments are required.

  6. The progress of the 2016-2025 business plan, which was approved by the board of directors on 27 November 2015, continues as forecast and in agreement with the Mahindra Group.

The 2015 Annual report on corporate governance and ownership structure and the 2015 Remuneration report are available in the "Finanza" section of the parent's website (www.pininfarina.com), as well as through the other methods provided for by current legislation.

Contacts: Pininfarina:

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

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

Mailander:

Carolina Mailander, tel. +39.011.5527311/335.6555651 Carlo Dotta, tel. +39 333.2306748

RECLASSIFIED INTERIM FINANCIAL STATEMENTS (*)

(*) 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.

PININFARINA GROUP Reclassified income statement

(€'000)

2015

%

2014

%

Variation

Revenue from sales and services

75,126

90.73

84,179

97.24

(9,053)

Change in inventories and contract work in progress

2,045

2.47

(2,313)

(2.67)

4,358

Other revenue and income

5,635

6.80

4,705

5.43

930

Value of production

82,806

100.00

86,571

100.00

(3,765)

Net gains on the sale of non-current assets

50

0.06

705

0.81

(655)

Materials and services (*)

(33,696)

(40.69)

(31,720)

(36.64)

(1,976)

Change in raw materials

29

0.03

(622)

(0.72)

651

Value added

49,189

59.40

54,934

63.46

(5,745)

Labour cost (**)

(47,689)

(57.59)

(47,901)

(55.33)

212

EBITDA

1,500

1.81

7,033

8.12

(5,533)

Amortisation and depreciation

(3,397)

(4.10)

(3,348)

(3.87)

(49)

(Additions to)/utilisation of provisions and impairment losses

(10,506)

(12.69)

261

0.30

(10,767)

EBIT

(12,403)

(14.98)

3,946

4.56

(16,349)

Net financial expense

(5,202)

(6.28)

(4,748)

(5.49)

(454)

Share of profit of equity-accounted investees

12

0.01

8

0.01

4

Loss before taxes

(17,593)

(21.25)

(794)

(0.92)

(16,799)

Income taxes

(576)

(0.69)

(469)

(0.54)

(107)

Loss from continuing operations

(18,169)

(21.94)

(1,263)

(1.46)

(16,906)

Profit (loss) from discontinued operations

-

-

-

-

-

Loss for the year

(18,169)

(21.94)

(1,263)

(1.46)

(16,906)

(*) Materials and services are net of utilisations of the provisions for product warranty and risks (€58 thousand and €150 thousand for 2014 and 2015, respectively).

(**) Labour cost is net of utilisations of the restructuring and other provisions (€1,857 thousand and €403 thousand for 2014 and 2015, 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.

Pininfarina S.p.A. published this content on 13 May 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 13 May 2016 16:03:03 UTC.

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