prelios comwww.prelios.com

PRELIOS: 2014-2016

BUSINESS PLAN PRESENTATIONBUSINESS PLAN PRESENTATION

Milan 12th June 2014Milan, 12th June 2014

www.prelios.com

PRELIOSPRELIOS GROUPSergio Iasi CEO

2014 – 2016 Business Plan

3

Business Model (1/2)PRELIOS GROUP

Prelios Group is a leading European asset management group providing a full range of real estate and financial services

( )

and financial services. The Group has been listed on the Italian Stock Exchange since 2002.Through independent operating companies, Prelios Group is the first platform of real estate finance and specialized services for the management and value enhancement of third parties’ portfolios.Prelios Group comprises an extremely well-qualified structure which includes about 800 employees in Italy andPrelios Group comprises an extremely well qualified structure which includes about 800 employees in Italy and abroad, with significant professional skills and a track record of excellence in the international arena.

BUSINESS MODEL PRELIOS

Management Platform Investments

NIC361 mln Euro

Italy RealEstate

232 mln Euro

Real Estate Abroad

118 mln Euro

Italy NPL’s11 mln Euro

4

Business Model (2/2)PRELIOS GROUP

Over 20 years of experience in advanced real estate and financial services for third parties’ portfoliosHigh standards of quality and reliability confirmed by certifications positive evaluations by rating

( )

High standards of quality and reliability, confirmed by certifications, positive evaluations by rating agencies and international awards

Prelios SGR*: manages real estate funds – mainly with 25 funds and nearly 3.7 bln Euro AUM – and ranks among the leading real estate asset management companies in Italyleading real estate asset management companies in Italy

Prelios Credit Servicing is a financial intermediary (compliant with art. 107 of the Consolidated Banking Act) and specialized in managing and recovering non performing loans (NPL) with € 8.5 bln NPL** under management

Prelios Integrated Services provides a complete range of services encompassing the whole life cycle of real estate assets

Prelios Integra is one of the leading Italian operators providing integrated services for property management and project developmentp j p

Prelios Agency provides real estate agency services to national and international clients

Prelios Valuations is one of the leading Italian independent operators in real estate asset and property valuation

Prelios Deutschland is one of the leading platforms providing real estate asset services in the German domesticPrelios Deutschland is one of the leading platforms providing real estate asset services in the German domestic market. The company provides asset & property management, project management, brokerage & agency services in the high end segment of Shopping Centers and Highstreet Retail

* The acronym stands for “Società di Gestione del Risparmio”, the regulated legal entity according to which an Italian management company must be incorporated

** Gross book value at 31/12/13

5

PRELIOS GROUPOwnership structurep

Below a glance at the current shareholder structure of the Company after the capital increase and the conversion of Prelios convertible debenture loan that took place on 9 April 2014:and the conversion of Prelios convertible debenture loan that took place on 9 April 2014:

ECONOMIC SHARE CAPITAL SHARE CAPITAL WITH VOTING RIGHTS

PIRELLI & C.

Economic share capital

PIRELLI & C.

Share capital with voting rights

PIRELLI & C.

33,6%

23,3% UNICREDIT

GRUPPO

UNICREDITGRUPPOCAMFIN/LAUROSESSANTUNO

BANCA MONTE DEI PASCHI DI SIENA

BANCA POPOLARE DIMILANO GRUPPO CAMFIN/LAURO

29,2%33,1%

9,9%

16,4%

GRUPPO CAMFIN/LAURO SESSANTUNO

INTESA SANPAOLO

INTESA SANPAOLO

BANCA POPOLARE DIMILANO BANCA MONTE DEIPASCHI DI SIENA

GRUPPO CAMFIN/LAUROSESSANTUNO

UNICREDIT

INTESA SANPAOLO

MARKET

3,4%

5,6%

8 1%

6,6%

5,7%4,6%4,0%2,4% BANCA POPOLARE DI MILANO

PASCHI DI SIENAFENICEMARKET

MARKET8,1%14,0%

6

PRELIOS GROUPTop Management team

Giorgio Luca Bruno

Prelios S.p.A.Chairman

Massimo CaputiPrelios S.p.A.

Deputy Chairman with the mandate of

Sergio Iasi Prelios S.p.A.

CEO

Marco AndreasiPrelios S.p.A.

CFO

p g

with the mandate of Business

Development

• He joined Prelios S.p.A. in February 2014F 2011 t 2014 h th Chi f

• He joined Prelios in May 2013• From 2000 to 2007 he was CEO of FIMIT

SGR

• He joined Prelios in December2012F 2008 t 2012 h CEO f Sil

• He joined Prelios in May 2013• Currently, he is Chairman and Chief Executive

Officer of Pirelli & C. Ambiente S.p.A., a • From 2011 to 2014 he was the Chief

Financial Officer of Maire Tecnimont S.p.A., a group operating in the engineering, building, technology and energy sector.

• From 2007 to 2011 he was the Chief Financial Officer of the energy group Edi S A

SGR• From 2008 to 2011 he was CEO of FIMIT

SGR and business partner, developing a €6 bln AuM platform. In 2011 he managedthe merger by incorporation of FirstAtlantic Real Estate (FARE SGR), asubsidiary of De Agostini Group, intoFIMIT SGR, from which was created IDeA

• From 2008 to 2012 he was CEO of SilvanoToti Holding S.p.A. (a Rome-based realestate and financial group); he was DeputyChairman of Serenissima SGR andChairman of the Board of Directors of HarvipInvestimenti S.p.A.

• From 2006 to 2009 he was CEO ofSansedoni S p A

subsidiary 100% controlled by Pirelli & C. S.p.A.• He is a Member of the Board of Directors of:

I.D.E.A. GRANDA S.CON. S.r.l., a company operating in the waste management industry, GWM Renewable Energy II S.p.A. and the participated company Greentech Energy Systems A/S,

Edison S.p.A..• From 2002 to 2007 he worked for Techint

S.p.A., as Central Director of Administration, Finance and Control, and, subsequently, as Central Director of Administration, Finance and Control and General Affairs.F 2000 t 2002 CFO t Pi lli C i

,FIMIT SGR, the first Italian investmentcompany with € 10 bln AUM, in which hewas Director with mandate on Italydevelopment

• From 2002 to 2005 he was CEO ofSviluppo Italia S.p.A.,

• From 1998 to 2002 he was CEO of Grandi

Sansedoni S.p.A• From 2003 to 2006 he was CEO of Italia

Turismo S.p.A.,• In 2002 he was appointed Deputy General

Manager at RAI Radio Televisione Italiana,with full operating and financial powers

• From 2000 to 2002 he was ManagingDirector of the Europ@web and L Capital

• He is a Member of Board of the Foundation “Centro Intermazionale della Fotonica per l’Energia” (CIFE)

• He is Chairman and Chief Executive Officer of Pirelli & C. Eco Technology S.p.A., and Chairman of Pirelli & C. Eco Technology Romania S.r.l., a subsidiary controlled by the Italian parent

• From 2000 to 2002 CFO at Pirelli Cavi e Sistemi Energia S.p.A.

• From 1999 to 2000 Head of Administration, Finance and Control at Pirelli Cavi e Sistemi Italia

• From 1994 to 1999 he worked for the multinational company Kraft Jacobs Suchard from 1988 to 1994 he worked

Stazioni S.p.A. and during his leadershiphe managed the privatization of thecompany

• From 1985 to 1997 he worked at ProgerS.p.A., the family business

• He was a Member of the Board ofDirectors of the following companies:

Director of the Europ@web and L Capitalfunds of the Arnault/LVMH Group, based inParis

• From 1996 to 2002 he was BusinessDevelopment Manager and, subsequently,Senior Vice President International and CEOAssistant at the Canal Plus Group in Paris,with responsibility for the European and US

company; he is also Member of the Board of Yanzhou Hixih Ecotech Environment Co. Ltd, which is controlled by the Italian parent company as well.

• He is Chairman of Pirelli PZERO, • He is also Director of Marco Tronchetti Provera &

C. S.p.A. and of MTP Partecipazioni S.p.A..Suchard,from 1988 to 1994 he worked for Andersen Consulting S.A.S, from 1987 to 1988 he worked in Costruzioni Aereonautiche Giovanni Agusta S.p.A..

• From 1987 to 2004 he covered the role of Professor of IT Systems Università Cattolica del Sacro Cuore of Milan.

g pBanca Monte dei Paschi di Siena S.p.A.,Banca Antonveneta S.p.A.; MPS Leasing& Factoring S.p.A. (Deputy Chairman);MPS Capital Service Banca per leImprese; Banca Agricola Mantovana(Deputy Chairman); Paschi GestioneImprese Immobiliari; Libera Università

with responsibility for the European and USmarkets.

• From 1994 to 1996, he was a Principal atBooz Allen Hamilton, from 1989 to 1994 hewas Senior Consultant at Project GroupFrom 1986 to 1988 he was Deputy Managerof Industrial Relations for theMechanical/Engineering Industries at

• In 2002 he joined the Board of Directors of Camfin S.p.A., where he was Chief Executive Officer from 2008 to 2009.

• In 2002 he was appointed Chief Executive Officer of CAM Petroli, a Joint-Venture equally participated by Camfin S.p.A. and ENI Group; he held the office until December 2007. p ;

Internazionale degli Studi Sociali LUISSGuido Carli; ACEA S.p.A..

Mechanical/Engineering Industries atAssolombarda, Milan.

• In 1990 he joined Camfin Group as Chief Financial Officer and in 1998 he was appointed General Manager of Camfin S.p.A

• In 1986 he began working in IFIL Group, in the M&A department. From there he moved to FIAT Group, where he worked as Controller of the sub-holding company PRIME S.p.A..

7

PRELIOS GROUP2012-2013 Reorganization and Foundation for Relaunch (1/2) g ( )

2012

Consolidated revenues: € 85.9 mln (*)

Consolidated EBIT: - € 18.9 mln (*)

Consolidated Net Result: € 241 7 mln (*)Consolidated Net Result: - € 241.7 mln (*)

MAIN EVENTS

Selection of the industrial partner (Feidos 11)

Release of the Company’s restructuring plan ex art. 67 reorganization plan ( cd Project Fenice)

Negotiation of governance agreements

* Numbers are not including «Residential» in Germany (discontinued operations IFRS 5).

REORGANIZATION AND TRANSITION FROM «CAPTIVE» TO NON-CAPTIVE

8

PRELIOS GROUP2012-2013 Reorganization and Foundation for Relaunch (2/2)

2013

Consolidated revenues: € 73.1 mln (*)

g ( )

( )

Consolidated EBIT: - € 28.1 mln (*)

Consolidated net result: - € 332.8 mln (*)

MAIN EVENTS

Entry of new qualified managers in the Completion of the Group recapitalization process and debt y q goperating companies

Detailed due diligence of real estate asset portfolios: NIC segmentation and adoption of different management strategies for the respective identified segments

p p p prescheduling

Strengthening the business development function at the holding company and operating companies level

strategies for the respective identified segments

Implementation of new operating systems relating to the periodical assessment of key resources

Focus on Information and Communication Technology

Repositioning of the operating companies in three key segments: asset management, property and project services, NPLs management

Implementation of the new organization structure Focus on Information and Communication Technology, as a key to support the new comptitive positioning of Prelios

Implementation of the new organization structure envisaging a “leaner” holding company and more autonomy for the Strategic Business Units («SBUs»)

* Numbers are not including «Residential» in Germany (discontinued operations IFRS 5).

REORGANIZATION AND TRANSITION FROM «CAPTIVE» TO NON-CAPTIVE

9

PRELIOS GROUPMain Results achieved in 2013

Contracts achieved for the establishment of two real estate funds managed by Prelios SGR • Fund PAI and Fund Cassa dei Commercialisti

F k t b t P li I t t d S i d T lManagement platform • Framework agreement between Prelios Integrated Services and Telecom

• Preliminary agreement with Enel for the mapping of instrumental real estate assets • Revamped pipeline of new projects under development (over 180)

platformdevelopment

Reduction of fixed 92 units (managers and white collars) vs 2012 (from 878 units in 2012 to 786 units in 2013)Reduction of fixed costs by about€ 14 mln vs. 2012

- 92 units (managers and white collars) vs. 2012 (from 878 units in 2012 to 786 units in 2013)• Rationalization of resources both at holding company level and at operating companies level• Further reduction of personnel by 300 units planned in mid 2014 through the completion of the disposal of German residential service platform

Reduction of non consolidated debt by €0.5 bln (vs. € 1.5 bln at the end of 2012)

Disposal of DGAG residential asset portfolioGradual disposal of Highstreet retail asset portfolio in Germany Transfers of minor residential asset portfolios in Germany (Sig Re)

the end of 2012)

Recovery of PRECS management

Repurchase of 20% of PRECS held by CalyonGranted 19 new NPLs management mandatesmanagement

autonomy

Reduced Exposure t t i k

Granted 19 new NPLs management mandates

Consistent reduction of Group exposure to tax risks(settlement of litigations related to Tamerice and

to tax risk «fiscal codes» issues)

10

PRELIOS GROUPInvestments Overview

The Investment Portfolio Management SBU is devoted to monitoring, management and valorisation/disposal of Prelios Investments (Real Estate Vehicles (SPV), Funds and NPLs in Italy, Germany and Poland).

NIC* 361 € millions

Prelios Investments (Real Estate Vehicles (SPV), Funds and NPLs in Italy, Germany and Poland).

NIC* 361 € millions

Real Estate Italy

Real Estate Other

NplItaly

232 €millions

Other countries

118 €millions

11 €millions

About 150vehicles/investment structures

* NIC at March 31st

11

PRELIOS GROUPNet Invested Capital break-downp

ITALY OTHER COUNTRIES

Funds + Holdings 177,6

Vehicles (SPV) + Holdings 54,9 V hi l D l t 41 8

Germany 112,1 DGAG - Excluded Assets 22,1 DGAG - Residential 27,2 Highstreet 41 0Vehicles - Development 41,8

Vehicles - Portfolio 12,8 Vehicles with Significant Equity Commitments 6,5 Other* -6,3

Highstreet 41,0 Mistral 16,2 Prelios Minorities/Altro 5,7

P l d 5 8NPL 11,4

NIC Total 243,8

Poland 5,8

NIC Total 118,0

Italy Other Countries

Vehicles (SPV) + Holdings22%22%

NPL5% Poland 5%

Funds + Holdings

73%

Germany 95%

* NIC includes  the guarantee deposit related to Tamerice fiscal transaction (‐11 Mln €)

12

PRELIOS GROUP 2014-2016 PLAN Highlights (1/2)

The pure player model focused on two business lines is confirmed• Asset management (Prelios SGR and Prelios Credit Servicing) • Real estate services (Integrated services)Pure

pla er model

g g ( )

Focus on larger accounts, long-term contracts and non-captive clientsPlay a leading role to aggregate subjects in asset management and services Start the process to create an European asset management platform

player model

Focus on:Geographicalpresence

Focus on:• Italy• Germany (primarily shopping centers and use that country presence as a platform for opportunistic development in the area of Northern Europe)

Stand alonedevelopment

Revenue growth on a Stand Alone basis. Actions aimed at developing management platform revenues through the implementation of projects encompassed in the business development pipeline and also by starting stable synergies with Shareholders/Lenders. The Plan does not reflect the option of aggregation with Fortress operating structures. The management assumes that, from 2015, it will be possible to start further aggregation options

Margin Cost Efficiency actions aimed at further rationalizing the cost structure of the Group (after the already significant savings in 2013) without affecting the development and retention of human excellences primarily through:improvement

actions

excellences primarily through: • streamlining the cost of staff• further rationalization of the costs of consultancy and head quarterFocus on higher margin clients and services mix

COMPANY MARKET LEADERSHIP CONSOLIDATION AND NEW POSITIONING AS A PURE MANAGEMENT COMPANY

13

PRELIOS GROUP 2014-2016 PLANHighlights (2/2)

InvestmentDisposal strategy confirmed, focus on maintaining the portfolio value

d t ti th i t t ith b

g g ( )

Investmentportfolio

and protecting the investments, either by a) transfer in 2014-2016 period b) through possible deconsolidation transactions

Strengthening of relations with banking partners

Strengthen the relationships with banking partners with the goal to make Prelios become the reference player in the Real Estate and NPL sector in the next two years

Financial Improvements

Actions to balance the financial straits and promote the correlation between cash inflows and cash out, trough optimizations and postponement beyond the term of the Plan

COMPANY MARKET LEADERSHIP CONSOLIDATION AND NEW POSITIONING AS A PURE MANAGEMENT COMPANY

PRELIOS

GROUP Marco Andreasi CFO

2014 – 2016 Business Plan

3

PRELIOS GROUP

RISTRUCTURING

PROCESS

Delay of more than

nine months in the

completion

of the Group

restructuring plan

ADVERSE MARKET

ENVIRONMENT INTEGRATED

SERVICES

AGENCY REAL ESTATE

ASSETS PRECS GERMANY

Persistent downturn of

the market that does not

allow recovery of the

investment value

Delays in

attracting new

business plan

provided by

Fenice Plan

Overestimation of

transactions in 2013 and

of the potential of Prelios

network to attracting non-

captive business

(especially in the second

half of 2013)

Solving management

mandates securitization

vehicles of Crédit

Agricole

Mandatory" sale

of the service platform

together with the sale

of the residential porfolio

of DGAG

Need to realign the

values of some more

difficult assets than

expected in the

Fenice Plan

New 2014-2016 Business Plan vs Fenice Plan

4

PRELIOS GROUP 2014-2016 PLAN

Highlights – New Positioning as a Pure Management Company (1/2)

The pure player model focused on two business lines is confirmed

• Asset management (Prelios SGR and Prelios Credit Servicing)

• Real estate services (Integrated services)

Focus on larger accounts, long-term contracts and non-captive clients

Play a leading role to aggregate subjects in asset management and services

Start the process to create an European asset management platform

Pure

player model

Geographical

presence

Focus on:

• Italy

• Germany (primarily shopping centers and use that country presence

as a platform for opportunistic development in the area of Northern Europe)

Stand alone

development

Revenue growth on a Stand Alone basis. Actions aimed at developing management platform

revenues through the implementation of projects encompassed in the business development

pipeline and also by starting stable synergies with Shareholders/Lenders.

The Plan does not reflect the option of aggregation with Fortress operating structures.

The management assumes that, from 2015, it will be possible

to start further aggregation options

Margin

Improvement

Actions

• Cost Efficiency actions aimed at further rationalizing the cost structure of the Group (after

the already significant savings in 2013) without affecting the development and retention of human

excellences primarily through:

- further rationalization of the costs of consultancy and head quarter

- streamlining the cost of staff

• Focus on Higher Margin Clients and Services Mix

5

PRELIOS GROUP 2014-2016 PLAN

Confirmed disposal strategy, protecting the value of portfolio

investments, either by

• transfer in 2014-2016 time span

• through possible deconsolidation transactions

Investment

portfolio

Strengthening

of relations with

banking partners

Strengthen the relationships with banking partners with the

goal to make Prelios become the reference player in the Real

Estate and NPL sector in the next two years

Financial

Improvements

Actions to balance the financial straits and promote the

correlation between cash inflows and cash out, trough

optimizations and postponement beyond the term of the Plan

Highlights – New Positioning as a Pure Management Company (2/2)

6

EBIT Management Platform: CAGR (2013-2016) + 40%

(2013 Value: 6.3 mln Euro

NET FINANCIAL POSITION: in 2016 < 200 mln Euro

(2013 Value: 388.4 mln Euro)

1) Il valore 2013 non include l’esercizio del Convertendo (pari a 235,9 milioni di euro al 31/12/2013) avvenuto in data 14 Aprile 2014

PRELIOS GROUP

2014-2016 Targets

7

PRELIOS GROUP

REVENUES GROWTH ON A

STAND ALONE BASIS

FOCUS ON HIGHER

MARGIN SERVICES

AND CLIENTS MIX

CAGR EBIT / CAGR

REVENUES ~ 2.5x

EBIT 2013

6.3 mln Euro CAGR ~ 40%

EBIT MANAGMENT PLATFORM: CAGR (2013-2016)

How to get the 2014-2016 Targets

8

INVESTMENT CASH FLOW: CASH

GENERATION AND NIC PROTECTION

NET FINANCIAL POSITION 2016: < 200 mln Euro

MANAGEMENT PLATF. CASH FLOW:

STABLE GROWTH

CASH IN / CASH OUT BALANCE

NFP 2013

388 mln Euro NFP 2016

< 200 mln Euro

EXECUTION OF CONVERTIBLE

ALREADY DONE

PRELIOS GROUP

How to get the 2014-2016 Targets

PRELIOS: 2014-2016

BUSINESS PLAN PRESENTATION

www.prelios.com

Milan, 12th June 2014

www.prelios.com