Beni Stabili S.P.A. Siiq

THIS DOCUMENT IS A TRANSLATION OF THE ITALIAN VERSION OF THE REGISTRATION DOCUMENT APPROVED BY CONSOB AS COMPETENT HOME MEMBER STATE AUTHORITY AND IS MADE UNDER THE SOLE RESPONSIBILITY OF BENI STABILI S.P.A. SIIQ

BENI STABILI S.P.A. SIIQ

Registered office at Via Piemonte 38, Rome

Rome Company Register entry number: 00380210302 – Tax Code and VAT No: 04962831006

Authorised share capital equal to €296,375,353.30, of which €191,630,290.40 subscribed and paid up, broken down into 1,916,302,904 ordinary shares

Subject to the management and coordination of Foncière des Régions S.A.

REGISTRATION DOCUMENT

The Registration Document was filed with Consob on 25 September 2014, following approval communicated by the latter in its Note No 0076175/14 dated 25 September 2014. The publication of the Registration Document does not entail any opinion being provided by Consob as to whether the proposed investment is appropriate and the data and information contained therein are suitable. This Registration Document is available free of charge to the public at the registered office of Beni Stabili S.p.A. SIIQ at Via Piemonte 38, Rome, and at the website www.benistabili.it

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Registration Document – Beni Stabili S.p.A. SIIQ

WARNING

In the light of the financial situation of the Company and of the Group, this “Warning” paragraph provides certain information considered important for investors to understand the background and risks of the operation.

For detailed information on the risk factors relating to the Issuer, see Chapter IV “Risk Factors” of the Registration Document.

Pursuant to Regulation 809/2004/EC and the definition of working capital – as “the means by which the Issuer obtains the cash resources necessary to meet the obligations falling due” – contained in the ESMA/2013/319 Recommendations, the Issuer declares that at the Securities Note Date the Group’s working capital is not sufficient to fully meet its net financial requirement, amounting to €226 million, for the next 12 months (This financial requirement includes, inter alia, the bridge loan of €150 million taken out by the Issuer to cover the non-recurring costs associated with the early repayment of the debt on the ImSer Portfolio and intended to be repaid with the income from the Capital Increase – for more information on the purposes of this, see Chapter III, Paragraph 3.4 “Reasons for the Offer and use of income” of this Summary Note).

In order to cover this requirement, as provided for in the context of the operation for early repayment of the debt on the ImSer Portfolio, the Issuer intends firstly to use the net proceeds from the Capital Increase, which in the event of a full subscription are estimated at around €147 million, and to enter into ordinary refinancing operations (with or without buildings as collateral), or to use, in case of need, revolving lines of credit already granted, amounting to €204 million (see Chapter IV, Paragraph 4.1.4 “Risks associated with the financial situation of the Group”, and Chapter V, Paragraph 5.1.5.2 “Operation for early repayment of the debt on the ImSer Portfolio” of the Registration Document).

Finally, if necessary, the Company could also take further measures by rescheduling the timing of investments planned for its properties and included in the above-mentioned financial requirement for the next 12 months.

Notwithstanding the above, if the Capital Increase were not fully subscribed and if the Company were unable to successfully complete the currently planned additional initiatives to cover the Group’s net financial requirement for the 12 months following the Securities Note Date, the Company might not have sufficient cash flows available for the immediate needs of its activities, which might therefore be affected by this, with consequent adverse effects on the Group’s assets and liabilities, financial position or profits and losses. For a more detailed explanation of the risks and further information about the financial resources of the Beni Stabili Group, see Chapter IV, Paragraph 4.1.4 “Risks associated with the financial situation of the Group”, and Chapter X, Paragraph 10.1 “Financial resources of the Issuer” of the Registration Document.

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CONTENTS

DEFINITIONS ...... 9 GLOSSARY ...... 13

1. RESPONSIBLE PERSONS ...... 15

1.1 PARTIES RESPONSIBLE FOR THE REGISTRATION DOCUMENT ...... 15

1.2 DECLARATION OF RESPONSIBILITY ...... 15

2. STATUTORY AUDITORS ...... 16

2.1 ISSUER’S STATUTORY AUDITORS ...... 16

2.2 INFORMATION ON RESIGNATIONS, CANCELLATION OF ENGAGEMENT OR FAILURE TO RENEW THE INDEPENDENT AUDITOR’S ASSIGNMENT ...... 16

3. SELECT FINANCIAL INFORMATION ...... 17

3.1 FINANCIAL INFORMATION ON PRIOR YEARS ...... 17

3.2 ALTERNATIVE PERFORMANCE INDICATORS ...... 21

4. RISK FACTORS ...... 25

4.1 RISK FACTORS RELATED TO THE ISSUER AND THE BENI STABILI GROUP ...... 25 4.1.1 Risks connected with the income performance of the Beni Stabili Group...... 25 4.1.2 Risks connected with maintaining the SIIQ tax treatment...... 26 4.1.3 Risks connected with the impacts on the results for the financial year in progress resulting from the early repayment of the ImSer Portfolio loan and the entry into force of certain tax regulations under Decree-Law 133/2014 ...... 30 4.1.4 Risks connected with the financial situation of the Group ...... 31 4.1.5 Risks connected with sources of financing ...... 32 4.1.6 Risks connected with the geographical concentration of the Property Portfolio of the Beni Stabili Group ...... 35 4.1.7 Credit risk from the concentration of leasing transactions ...... 35 4.1.8 Risks connected with any withdrawal or failure to renew leases by tenants ...... 37 4.1.9 Risks connected with changes in the value of properties ...... 39 4.1.10 Risks connected with the uncertainties in determining the value of properties ...... 40 4.1.11 Risks connected with interest rate trends ...... 41 4.1.12 Risks connected with pending legal proceedings ...... 43 4.1.13 Risks connected with the SIIQ tax treatment ...... 44 4.1.14 Risks connected with the failure to complete property development projects ...... 44 4.1.15 Risk connected with the reliance on key executives ...... 45

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4.2 RISK FACTORS RELATED TO THE SECTOR IN WHICH THE ISSUER AND THE BENI STABILI GROUP OPERATE ...... 46 4.2.1 Risks connected with property market performance ...... 46 4.2.2 Risks related to uninsurable events ...... 47 4.2.3 Risks connected with property-related environmental issues ...... 47 4.2.4 Risks connected with changes in laws and regulations applicable to companies of the Beni Stabili Group ...... 48 4.2.5 Risks connected with the current economic situation ...... 48

5. INFORMATION ON THE ISSUER ...... 50

5.1 HISTORY AND DEVELOPMENT OF THE ISSUER ...... 50 5.1.1 Issuer’s legal and business name ...... 50 5.1.2 Issuer’s place of registration and registration number ...... 50 5.1.3 Issuer’s date of establishment and duration ...... 50 5.1.4 Issuer’s domicile, legal form, country where established and registered office, and laws under which it operates...... 50 5.1.5 Important events in the Issuer’s development ...... 50

5.2 INVESTMENTS ...... 57 5.2.1 Investments made over the last three years ...... 57 5.2.2 Pending investments ...... 58 5.2.3 Future investments ...... 58

6. BUSINESS OVERVIEW ...... 59

6.1 CORE BUSINESS ...... 59 6.1.1 Core business of Beni Stabili ...... 59 6.1.2 Description of Property Portfolio ...... 59 6.1.3 Description of fund management services ...... 66 6.1.4 Description of property service activities ...... 67

6.2 KEY MARKETS ...... 67 6.2.1 Introduction ...... 67 6.2.2 Breakdown of Beni Stabili revenues ...... 68

6.3 EXTRAORDINARY FACTORS ...... 70

6.4 ANY RELIANCE OF THE ISSUER ON INDUSTRIAL PROPERTY RIGHTS AND LICENSING AGREEMENTS ...... 70

6.5 THE GROUP’S COMPETITIVE POSITION ...... 70

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7. ORGANISATIONAL STRUCTURE ...... 71

7.1 DESCRIPTION OF THE GROUP TO WHICH THE ISSUER BELONGS ...... 71

7.2 DESCRIPTION OF THE GROUP COMPANIES ...... 72

8. PROPERTY, PLANT AND EQUIPMENT ...... 73

8.1 EXISTING OR PLANNED TANGIBLE ASSETS ...... 73

8.2 OTHER NON-CURRENT TANGIBLE ASSETS ...... 78

8.3 ENVIRONMENTAL ISSUES ...... 78

9. OPERATING AND FINANCIAL REVIEW ...... 79

9.1 FINANCIAL SITUATION ...... 79

9.2 OPERATIONAL MANAGEMENT ...... 80

9.3 INFORMATION RELATING TO GOVERNMENTAL, ECONOMIC, FISCAL, MONETARY OR POLITICAL POLICIES OR FACTORS THAT HAVE, OR COULD HAVE, EITHER DIRECTLY OR INDIRECTLY, SIGNIFICANT REPERCUSSIONS ON THE ISSUER’S ACTIVITY ...... 85

10. FINANCIAL RESOURCES ...... 86

10.1 FINANCIAL RESOURCES OF THE ISSUER ...... 87

10.2 THE ISSUER’S CASH FLOWS ...... 101 10.2.1 Cash flow from operations ...... 102 10.2.2 Cash flow used in investing activity ...... 104 10.2.3 Cash flow from financing activities ...... 105

10.3 TYPES OF FINANCIAL RISKS AND RELATED HEDGING ACTIVITY ...... 105

10.4 FINANCIAL REQUIREMENTS AND STRUCTURE OF THE ISSUER ...... 107

10.5 RESTRICTIONS ON THE ISSUER’S USE OF FINANCIAL RESOURCES ...... 112

10.6 PROJECTED SOURCES OF FINANCING ...... 112

11. RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES ...... 113

12. INFORMATION ON EXPECTED TRENDS ...... 114

12.1 RECENT TRENDS IN THE MARKETS IN WHICH THE GROUP OPERATES ...... 114 12.1.1 Real estate market: the reference macroeconomic context ...... 114 12.1.2 The European real estate market ...... 115 12.1.3 The Italian real estate market ...... 116 12.1.4 The Beni Stabili Group ...... 118

12.2 INFORMATION ON TRENDS, UNCERTAINTIES, DEMANDS, COMMITMENTS OR KNOWN FACTS THAT MIGHT REASONABLY HAVE SIGNIFICANT IMPACTS ON THE ISSUER’S PROSPECTS FOR AT LEAST THE CURRENT YEAR ...... 119

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13. PROFIT FORECASTS OR ESTIMATES ...... 120

14. ADMINISTRATIVE, MANAGEMENT OR SUPERVISORY BODIES AND KEY EXECUTIVES ...... 121

14.1 CORPORATE BODIES AND KEY EXECUTIVES ...... 121 14.1.1 Board of Directors ...... 121 14.1.2 Board of Statutory Auditors ...... 133 14.1.3 Key Executives ...... 138

14.2 CONFLICTS OF INTEREST OF THE MEMBERS OF THE BOARD OF DIRECTORS, THE MEMBERS OF THE BOARD OF STATUTORY AUDITORS AND THE KEY EXECUTIVES ...... 139 14.2.1 Potential conflicts of interest of the members of the Board of Directors, the Board of Statutory Auditors or the Key Executives of Beni Stabili ...... 139 14.2.2 Agreements or arrangements with major shareholders, customers, suppliers or others that have led to the selection of members of administrative, management or control bodies or senior executives ...... 139 14.2.3 Any restrictions agreed by the members of the Board of Directors and the Board of Statutory Auditors and by the Key Executives with regard to the transfer of the Issuer’s shares ...... 140

15. REMUNERATION AND BENEFITS ...... 141

15.1 REMUNERATION AND BENEFITS IN FAVOUR OF MEMBERS OF THE BOARD OF DIRECTORS, MEMBERS OF THE BOARD OF STATUTORY AUDITORS AND KEY EXECUTIVES ...... 141

15.2 AMOUNTS SET ASIDE OR ACCUMULATED FOR THE PAYMENT OF PENSIONS, TERMINATION BENEFITS AND SIMILAR BENEFITS ...... 142

16. PRACTICES OF THE BOARD OF DIRECTORS ...... 143

16.1 TERM OF OFFICE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE MEMBERS OF THE BOARD OF STATUTORY AUDITORS ...... 143

16.2 CONTRACTS OF EMPLOYMENT ENTERED INTO WITH THE ISSUER BY THE MEMBERS OF THE BOARD OF DIRECTORS AND MEMBERS OF THE BOARD OF STATUTORY AUDITORS THAT PROVIDE FOR THE PAYMENT OF A TERMINATION BENEFIT ...... 143

16.3 INFORMATION ON COMMITTEES ...... 144 16.3.1 Executive and Investment Committee ...... 144 16.3.2 Appointment Committee ...... 144 16.3.3 Remuneration Committee...... 145 16.3.4 Audit and Risk Committee – Committee for Related-Party Transactions ...... 146

16.4 TRANSPOSITION OF RULES ON CORPORATE GOVERNANCE ...... 146 17. EMPLOYEES ...... 150

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17.1 NUMBER OF EMPLOYEES ...... 150

17.2 SHAREHOLDINGS AND STOCK OPTIONS ...... 151

17.3 ANY AGREEMENTS FOR EMPLOYEE PARTICIPATION IN THE CAPITAL OF THE ISSUER ...... 151

18. MAIN SHAREHOLDERS ...... 152

18.1 MAIN SHAREHOLDERS ...... 152

18.2 DIFFERENT VOTING RIGHTS FOR MAIN SHAREHOLDERS ...... 152

18.3 INFORMATION ABOUT ANY CONTROLLING ENTITY IN ACCORDANCE WITH ARTICLE 93 OF THE TUF ...... 152

18.4 AGREEMENTS THAT MIGHT LEAD TO A CHANGE IN THE CONTROL OF THE ISSUER ...... 152

19. RELATED-PARTY TRANSACTIONS ...... 153

19.1 RELATED-PARTY TRANSACTIONS ...... 157

20. FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS, LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES ...... 162

20.1 FINANCIAL INFORMATION FOR THE YEARS ENDING 31 DECEMBER 2013, 2012 AND 2011 ...... 162 20.1.1 Financial information relating to the half-years ending 30 June 2014 and 30 June 2013 ...... 163 20.1.2 Financial information relating to the years ending 31 December 2013, 2012 and 2011 ...... 167

20.2 PRO-FORMA FINANCIAL INFORMATION ...... 172

20.3 FINANCIAL STATEMENTS FOR THE YEARS ENDING 31 DECEMBER 2013 AND 2012 ...... 172

20.4 AUDITING OF ANNUAL FINANCIAL INFORMATION RELATING TO PREVIOUS YEARS ...... 172 20.4.1 Declaration to the effect that the historical financial information relating to previous financial years has been audited ...... 172 20.4.2 Other information contained in this Registration Document that has been audited by the Independent Auditors ...... 172 20.4.3 Data sources not subjected to audit ...... 172 20.4.4 Date of the most recent financial information ...... 172

20.5 INTERIM FINANCIAL INFORMATION...... 172

20.6 DIVIDEND POLICY ...... 172

20.7 LEGAL AND ARBITRATION PROCEEDINGS...... 173 20.7.1 Civil and administrative disputes ...... 173 20.7.2 Tax disputes ...... 177

20.8 SIGNIFICANT CHANGES IN THE FINANCIAL OR COMMERCIAL POSITION OF THE ISSUER AFTER 30 JUNE 2014 ...... 180

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21. SUPPLEMENTARY INFORMATION ...... 181

21.1 SHARE CAPITAL ...... 181 21.1.1 Subscribed and paid-up share capital ...... 181 21.1.2 Shares not representative of the share capital ...... 181 21.1.3 Treasury shares ...... 181 21.1.4 Convertible or exchangeable bonds or bonds with a warrant, with indications of the conditions and methods for conversion, exchange and subscription ...... 181 21.1.5 Existence of purchase rights and/or obligations on the authorised but not issued capital, or of a capital increase commitment ...... 182 21.1.6 Existence of option offers having as their object the capital of any members of the Group ...... 183 21.1.7 Evolution of the share capital over the last three financial years ...... 183

21.2 ARTICLES OF INCORPORATION AND ARTICLES OF ASSOCIATION ...... 184 21.2.1 The Issuer’s objective and scope ...... 184 21.2.2 Summary of the provisions in the Issuer’s Articles of association regarding the members of the Board of Directors and the Board of Statutory Auditors ...... 185 21.2.3 Rights and privileges related to the shares ...... 190 21.2.4 Provisions of the Articles of association and regulations regarding changes to shareholder rights ...... 190 21.2.5 Regulations and provisions of the Articles of association regarding the Issuer’s Shareholder Meetings ...... 191 21.2.6 Provisions of the Articles of association that could delay, defer or prevent a change in control of the Issuer ...... 192 21.2.7 Obligations to disclose significant investments to the public ...... 192 21.2.8 Changes to capital ...... 192 22. IMPORTANT CONTRACTS ...... 193 23. INFORMATION FROM THIRD PARTIES, EXPERT OPINIONS AND DECLARATIONS OF INTEREST ...... 194

23.1 EXPERT REPORTS ...... 194

23.2 INFORMATION FROM THIRD PARTIES ...... 194 24. PUBLICLY ACCESSIBLE DOCUMENTS ...... 195 25. INFORMATION ON SHAREHOLDINGS ...... 196

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DEFINITIONS

Below is a list of definitions and terms used in the Registration Document. Unless otherwise specified, these definitions and terms shall have the meaning set forth below.

Other Countries United States of America, Canada, Japan and Australia or any other country in which the Offer is not allowed in the absence of authorisations provided by the competent authorities.

Eurozone The 18 countries of the European Union that use the euro as currency.

Shares The ordinary shares of the Issuer, arising from the Capital Increase and subject to the Offer, with the same characteristics as the outstanding shares, which will be listed on the Mercato Telematico Italiano Azionario, organised and managed by Borsa Italiana, and on the Paris Stock Exchange.

Beni Stabili or the Issuer or Beni Stabili S.p.A. SIIQ with registered office at Via Piemonte 38, Rome. the Company

2013 Consolidated Financial The booklet containing the financial statements of the Beni Stabili Group Statements for the year ending 31 December 2013.

2012 Consolidated Financial The booklet containing the financial statements of the Beni Stabili Group Statements for the year ending 31 December 2012.

2011 Consolidated Financial The booklet containing the financial statements of the Beni Stabili Group Statements for the year ending 31 December 2011.

Borsa Italiana Borsa Italiana S.p.A., a company of the London Stock Exchange group, with registered office at Piazza degli Affari 6, Milan.

Civil Code Royal Decree 262 of 16 March 1942, as amended.

Self-regulation Code for The Self-regulation Code for listed companies prepared by the Corporate Listed Companies Governance Committee for listed companies and supported by Borsa Italiana, ABI, Ania, Assogestioni, Assonime and Confindustria, as recently amended in July 2014.

Self-regulation Code of Beni The Self-regulation Code approved by the Board of Directors of the Issuer Stabili on 23 April 2003, as later updated through the resolution of the Board of Directors of 7 November 2012.

Consob National Committee for Companies and the Stock Exchange with registered office at Via G.B. Martini 3, Rome.

Registration Document Date The date this Registration Document is published.

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Decree-Law 133/2014 or Decree-Law 133 of 12 September 2014 – Urgent Measures for Opening D.L. 133/2014 Construction Sites, Completing Public Works, Digitising the Country, Simplifying Bureaucracy, Emerging from Hydrogeological Instability and for the Recovery of Production Activities published in the Official Gazette of 12 September 2014 and awaiting conversion; Article 20 of this Decree- Law contains amendments to the Financial Law of 2007.

Directive 2003/71/EC or Directive 2003/71/EC of the European Parliament and of the Council of 4 Prospectus Directive November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading, as amended by Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010.

Registration Document This registration document prepared in accordance with Regulation 809/2004.

Beni Stabili Group or the This term refers jointly to the Issuer and its direct and indirect subsidiaries Group pursuant to Article 2359 of the Civil Code or Article 93 of the TUF (Consolidated Finance Law)

IAS/IFRS or International All International Financial Reporting Standards, all International Accounting Standards Accounting Standards (IAS) and all interpretations of the International Reporting Interpretations Committee (IFRIC), previously called the Standing Interpretations Committee (SIC).

Imser 60 Imser 60 SIINQ S.p.A., with registered office at Via Cornaggia 10, Milan.

IMU Municipal Property Tax introduced by Decree-Law 201 of 6 December 2011 including “Urgent provisions for the growth, fairness and consolidation of public accounts”, converted by means of Law 214 of 22 December 2011, and subject to a further legislative process with Decree- Law 16 of 2 March 2012 including “Urgent provisions concerning tax simplifications, efficiency improvements and enhancement of assessment procedures” converted by means of Law 44 of 26 April 2012.

Member Intermediaries Authorised intermediaries that are members of the Monte Titoli centralised management system, Euroclear France, Euroclear Bank and Clearstream.

Borsa Italiana Instructions The “Instructions for regulating markets organised and managed by Borsa Italiana S.p.A.” that entered into force on 21 July 2014, as amended.

Financial Law of 2007 Law 296 of 27 December 2006 – Provisions for the formation of the State’s annual and multi-year budget published in Ordinary Supplement No 244 to Official Gazette No 299 of 27 December 2006.

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MiFID Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, as later amended by Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 and Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014.

Mercato Telematico The Mercato Telematico Azionario (MTA) organised and managed by Borsa Azionario (MTA) Italiana.

Monte Titoli Monte Titoli S.p.A., a company of the London Stock Exchange group, with registered office at Piazza degli Affari 6, Milan.

Regulation 809/2004 Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council, as amended.

Stock Exchange Rules Rules for the markets organised and managed by Borsa Italiana, approved by the Board of Directors of Borsa Italiana on 9 December 2013 and approved by Consob in Resolution 18764 of 22 January 2014.

Issuers Regulation The regulation approved by Consob in Resolution 11971 of 14 May 1999, as amended.

Related Parties Regulation The regulation approved by Consob in Resolution 17221 of 12 March 2010, as amended.

Interim Financial Report The Group’s consolidated interim financial report at 30 June 2014 approved 2014 by the Board of Directors on 22 July 2014.

Interim Financial Report The Group’s consolidated interim financial report at 30 June 2013 approved 2013 by the Board of Directors on 22 July 2013.

Monte Titoli System The centralised deposit system managed by Monte Titoli.

Independent Auditors Mazars S.p.A. with registered office at Corso di Porta Vigentina 35, Milan.

Articles of association The articles of association of Beni Stabili S.p.A. in effect from time to time.

Consolidated Finance Law or Legislative Decree 58 of 24 February 1998 (Consolidated provisions TUF concerning financial intermediation), as amended.

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GLOSSARY

Below is a list of terms used in the Registration Document. Unless otherwise specified, these terms shall have the meaning set forth below.

Beni Stabili Gestioni SGR The company Beni Stabili Gestioni SGR S.p.A. with registered office at Via Piemonte, 38, Rome, recorded under No 15095.3 in the Register of Asset Management Companies maintained by the Bank of Italy; member of the Beni Stabili Group.

Double-net rents Rents that stipulate that insurance, routine and unscheduled maintenance expenses are to be paid by the tenant.

Carry forward The regulatory provision applicable to SIIQs and to SIINQs (pursuant to Article 7, paragraph 4 of Ministerial Decree 174/2007), by virtue of which if the reported income from Exempt Operations is reduced by a reported loss from activities different from those included in the Exempt Operations, the reported income from activities different from those included in the Exempt Operations in subsequent financial years is considered as made up, until the amount of the above-mentioned reduction is even, by income from the Exempt Operations, with the consequent obligation of distribution. The same rule applies in the reverse case, with the consequent non-applicability of the distribution obligation.

CBRE CBRE S.r.l., with registered office at Via Alberto Brasili 97, Modena.

EBITDA Gross operating margin obtained by subtracting direct costs and administrative expenses from revenues, excluding valuation entries, amortisation and depreciation.

EPRA Recurring Net Income An alternative management indicator of performance obtained by adjusting consolidated net income and excluding (i) the contribution margin from sales (capital gains and related costs) and financial charges from the early repayment of loans and financial instruments; (ii) non-cash entries (valuation entries for properties and financial instruments, amortisation, depreciation, etc.); and (iii) significant extraordinary and non-recurring items.

Exempt Operations Operations entailing the lease of properties held through ownership, usufruct or other property rights, and on the basis of finance leases; leasing operations based on the development of the property portfolio; the holding of equity investments, which constitute financial assets as defined in international accounting standards, in other SIIQs or SIINQs.

Multi-tenant Properties Owned properties associated with a number of lease or rental contracts.

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Interest cover ratio or ICR The ratio of EBITDA for the period to cash financial charges for the same period.

Loan to Value or LTV The ratio of net financial debt at book value to the book value of the Property Portfolio. The net financial debt used to calculate the ratio takes into account receivables/payables from property-related purchases/sales.

NNNAV The Triple Net Asset Value, representing net asset value adjusted to take into account: (i) the market value of the property portfolio, (ii) the fair value of financial instruments, (iii) the fair value of borrowings and (iv) deferred taxes.

Property Portfolio The portfolio of owned properties managed by the Beni Stabili Group.

ImSer Portfolio The portfolio of properties leased to Telecom Italia S.p.A.

REAG Real Estate Advisory Group S.p.A., with a single shareholder and registered office at Via Monte Rosa 91, Milan.

Società di Investimento A listed property investment company governed by Article 1, paragraphs Immobiliare Quotata or 119-141 of the Financial Law of 2007 (Law 296 of 27 December 2006), as SIIQ amended by the Financial Law of 2008 (Law 244 of 24 December 2007) and the regulation covering provisions regarding SIIQs (i.e. Decree of the Ministry of Economy and Finance 174 of 7 September 2007).

Società di Investimento An unlisted property investment company to which the special scheme for Immobiliare Non Quotata or SIIQs has been extended pursuant to Article 1, paragraph 125 of the SIINQ Financial Law of 2007.

Spread This term is generally used to indicate the difference between two interest rates, the gap between bid and offer prices in securities trading or the amount that the issuer of securities pays on top of a benchmark rate.

Topped-up Yield The gross yield of a property calculated as the ratio of rents at each annual reporting date to the properties’ market value. With regard to rents, any periods of use free of charge, free rents, discounts or other incentive mechanisms are not taken into account, and rents are deemed to be in the amount established once fully operational.

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1. RESPONSIBLE PERSONS

1.1 Parties responsible for the Registration Document

Beni Stabili, with registered office at Via Piemonte 38, Rome, as Issuer, assumes responsibility for the completeness and accuracy of the data and information contained in the Registration Document.

1.2 Declaration of responsibility

Beni Stabili, which is responsible for preparing the Registration Document, declares that, in applying reasonable diligence for this purpose, and to the best of its knowledge, the information contained therein is consistent with the facts and has no omissions that would alter its meaning.

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2. STATUTORY AUDITORS

2.1 Issuer’s statutory auditors

The Shareholders’ Meeting of Beni Stabili held on 22 April 2008 awarded the assignment of the statutory audit to Mazars S.p.A. with its registered office at Corso di Porta Vigentina 35, Milan; this firm has been entered in the special register of statutory auditors pursuant to Legislative Decree 39 of 27 January 2010 for the nine-year period for the years ending 31 December 2008 to 31 December 2016.

The assignment awarded to the Independent Auditor covers, inter alia:

(i) the audit of the Issuer’s separate financial statements and consolidated financial statements pursuant to Article 156 of the TUF;

(ii) the limited audit of the Issuer’s consolidated interim financial report including the condensed interim financial statements, the interim report on operations and the declaration required by Article 154-bis of the TUF;

(iii) the verification of the proper maintenance of the Company’s accounting records and the proper recording of operating events in accounting entries as required by Article 155, paragraph 1, letter a) of the TUF.

The 2013 Consolidated Financial Statements, 2012 Consolidated Financial Statements and 2011 Consolidated Financial Statements were audited by the Independent Auditor, which expressed its unqualified opinion.

The 2014 Interim Financial Report and 2013 Interim Financial Report were subject to a limited audit by the Independent Auditor, which expressed its unqualified opinion.

The Independent Auditor’s reports regarding the 2013 Consolidated Financial Statements, 2012 Consolidated Financial Statements and 2011 Consolidated Financial Statements and the 2014 Interim Financial Report and 2013 Interim Financial Report are provided in Annex I to this Registration Document.

2.2 Information on resignations, cancellation of engagement or failure to renew the Independent Auditor’s assignment

During the period covered by the select financial information related to past years reported in the Registration Document, there were no comments or refusals by the Independent Auditor to make a declaration, and the latter did not resign or was not removed from its duties, and the assignment awarded was not revoked.

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3. SELECT FINANCIAL INFORMATION

Introduction

Select consolidated financial information is provided below for the Beni Stabili Group for the years ending 31 December 2013, 2012 and 2011 and for the half-years ending 30 June 2014 and 2013.

This information was taken from the 2013 Consolidated Financial Statements, 2012 Consolidated Financial Statements and 2011 Consolidated Financial Statements and from the 2014 Interim Financial Report and 2013 Interim Financial Report. The 2013 Consolidated Financial Statements, 2012 Consolidated Financial Statements and 2011 Consolidated Financial Statements were audited by the Independent Auditor, which issued the related reports on 19 March 2014, 25 March 2013 and 27 March 2012, respectively.

The Issuer has opted to include the above documents by reference pursuant to Article 11 of the Prospectus Directive and Article 28 of Regulation 809/2004. These documents were published and filed with Consob and are available on the website www.benistabili.it and at the Issuer’s registered office.

3.1 Financial information on prior years

The following table provides key consolidated operating data for the Beni Stabili Group for the years ending 31 December 2013, 31 December 2012 and 31 December 2011.

INCOME STATEMENT 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 (€/000) Net rental revenues 194,693 196,311 201,750 Profit/(loss) on disposal of properties 3,854 (679) 2,277 Net service revenues 9,732 11,535 12,221 Staff costs (9,403) (10,406) (11,078) Overheads (14,741) (14,026) (16,608) Total operating costs (24,144) (24,432) (27,686) Other revenues and income/(other costs and charges) (5,466) (3,422) 42,423 EBIT before property write-ups/(write-downs) 178,669 179,313 230,985 Portfolio property write-ups/(write-downs) (82,087) (83,484) (79,164) EBIT 96,582 95,829 151,821 Net financial income/(charges) (113,641) (116,565) (114,542) Change in the fair value of the conversion option on 2018 and 7,668 - - 2019 convertible loan Costs for the early settlement of loans and related derivatives (14,070) (14,901) (21,499) closed during the year Financial charges on property sales (5,601) (5,569) (2,202) Total net financial income/(charges) (125,644) (137,035) (138,243) Income/(charges) from investments (401) 3,496 2,212 EBT (29,463) (37,710) 15,790 Tax 25,278 23,655 2,567 Net income (4,185) (14,055) 18,357 Minorities (profit)/loss (27) (1,613) 439 GROUP SHARE OF NET INCOME (4,212) (15,668) 18,796

The Group share of net income for the three years being compared was significantly affected by the net change in the value of the Property Portfolio, which was based on appraisals performed during the periods

17 Registration Document – Beni Stabili S.p.A. SIIQ indicated by CBRE and REAG, with a negative impact of €82,087 thousand in 2013, €83,484 thousand in 2012 and €79,164 thousand in 2011 (€60,227 thousand in 2013, €60,150 thousand in 2012 and €61,197 thousand in 2011 after taxes).

In financial year 2013, the negative impact of net changes in the Property Portfolio was partially offset (i) by the change in the fair value of options to convert convertible bonds issued in 2013 and expiring in 2018 and 2019 resulting in the recording of income of €7,668 thousand (€7,480 thousand after taxes), and (ii) by the change in criteria for the fair value measurement of financial derivatives required by IFRS 13, which had a positive impact on net income of €6,665 thousand.

In financial year 2012, net income was also significantly affected by the write-down of the Property Portfolio as a result of the negative impact of the new IMU on property values.

On the other hand, financial year 2011 benefited from extraordinary income from the release of a risk provision totalling €42,000 thousand (€29,807 thousand after taxes) following the reimbursement of what was paid awaiting the opinion for a tax dispute in which the Company prevailed at the second instance.

Adjusted for the above valuation and extraordinary components (and the related tax effect), the Group share of net income (i.e. net of the effect of the above components attributable to minority interests) for the three years being compared totalled €41,596 thousand in 2013, €45,384 thousand in 2012 and €49,384 thousand in 2011.

The following table provides key consolidated operating data for the Beni Stabili Group for the half-years ending 30 June 2014 and 30 June 2013.

(€/000) 30 JUNE 2014 30 JUNE 2013 Net rental revenues 99,168 96,575 Profit/(loss) on disposal of properties 495 3,175 Net service revenues 5,118 4,355 Staff costs (4,831) (4,922) Overheads (7,152) (7,974) Total operating costs (11,983) (12,896) Other revenues and income/(other costs and charges) (7,446) (2,148) EBIT before property write-ups/(write-downs) 85,352 89,061 Property write-ups/(write-downs) (11,887) (14,652) EBIT 73,465 74,409 Net financial income/(charges) (62,283) (62,747) Change in the fair value of the conversion option on 2018 and 2019 convertible loan (56,061) (7,870) Costs for the early settlement of loans and related derivatives closed during the half-year (23,664) (681) Financial charges on property sales (1,257) (2,676) Total net financial income/(charges) (143,265) (73,974) Income/(charges) from investments (2,058) 663 EBT (71,858) 1,098 Applicable taxes for the period 4,796 3,027 Net income (67,062) 4,125 Minorities (profit)/loss 388 (197) GROUP SHARE OF NET INCOME (66,674) 3,928

18 Registration Document – Beni Stabili S.p.A. SIIQ

The following table provides key consolidated balance sheet data for the Beni Stabili Group for the years ending 31 December 2013, 31 December 2012 and 31 December 2011.

BALANCE SHEET 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 (€/000) Total non-current assets (A) 4,175,350 4,127,323 4,108,335 Total current assets (B) 264,509 197,542 370,828 Total assets held for sale (C) 195,717 220,813 275,835 Total assets (A+B+C) 4,635,576 4,545,678 4,754,998 Equity: Total Group equity 1,897,666 1,864,151 1,921,097 Minority capital and reserves 13,281 13,723 12,230 Total equity (D) 1,910,947 1,877,874 1,933,327 Total non-current liabilities (E) 2,400,570 2,006,394 2,019,505 Total current liabilities (F) 324,059 661,410 802,166 Total liabilities (G = E+F) 2,724,629 2,667,804 2,821,671 TOTAL EQUITY AND LIABILITIES 4,635,576 4,545,678 4,754,998

The following table provides key consolidated balance sheet data for the Beni Stabili Group for the half- years ending 30 June 2014 and 30 June 2013.

BALANCE SHEET 30 JUNE 2014 30 JUNE 2013 (€/000) Total non-current assets (A) 4,099,767 4,180,840 Total current assets (B) 283,243 200,529 Total assets held for sale (C) 180,358 160,193 Total assets (A+B+C) 4,563,368 4,541,562 Equity: Total Group equity 1,811,841 1,881,768 Minority capital and reserves 12,546 13,451 Total equity (D) 1,824,387 1,895,219 Total non-current liabilities (E) 2,480,063 2,382,899 Total current liabilities (F) 258,918 263,444 Total liabilities (G = E+F) 2,738,981 2,646,343 TOTAL EQUITY AND LIABILITIES 4,563,368 4,541,562

The following table provides key data from the consolidated statement of cash flows for the Beni Stabili Group for the years ending 31 December 2013, 31 December 2012 and 31 December 2011.

SUMMARY STATEMENT OF CASH FLOWS 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 (€/000) Cash flow generated from operating activities 49,933 89,073 40,887 Cash flow used in investing and divesting activities 55,618 (2,335) (98,817) Cash flow generated from financing activities (7,372) (196,548) (86,678) Exchange differences for the conversion of cash and cash -- - equivalents Net increase/decrease in cash and cash equivalents 98,179 (109,810) (144,608)

19 Registration Document – Beni Stabili S.p.A. SIIQ

The following table provides key data from the consolidated statement of cash flows for the Beni Stabili Group for the half-years ending 30 June 2014 and 30 June 2013.

SUMMARY STATEMENT OF CASH FLOWS 30 JUNE 2014 30 JUNE 2013 (€/000) Cash flow generated from operating activities (49,913) (4,465) Cash flow used in investing and divesting activities 58,635 25,284 Cash flow generated from financing activities (49,550) (21,011) Exchange differences for the conversion of cash and cash equivalents - - Net increase/decrease in cash and cash equivalents (40,828) (192)

The following table reports the net financial debt of the Beni Stabili Group for the years ending 31 December 2013, 31 December 2012 and 31 December 2011.

NET FINANCIAL DEBT 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 (€/000) Payables to banks and financial institutions 192,770 504,666 635,277 Payables for bonds 21,141 33,622 33,734 Convertible bonds 5,690 1,678 1,745 Total short-term financial debt 219,601 539,966 670,756 Payables to banks and financial institutions 1,084,597 1,027,169 972,577 Payables for bonds 450,806 487,925 541,333 Convertible bonds 559,494 214,506 210,351 Total medium- and long-term financial debt 2,094,897 1,729,600 1,724,261 Total short-, medium- and long-term financial debt 2,314,498 2,269,566 2,395,017 Cash and cash equivalents (150,633) (52,454) (162,264) Net financial debt 2,163,865 2,217,112 2,232,753

The following table reports the net financial debt of the Beni Stabili Group for the half-years ending 30 June 2014 and 30 June 2013.

NET FINANCIAL DEBT 30 JUNE 2014 30 JUNE 2013 (€/000) Payables to banks and financial institutions 24,432 121,887 Payables for bonds 20,420 24,569 Convertible bonds 109,421 5,130 Total short-term financial debt 154,273 151,586 Payables to banks and financial institutions 671,694 1,260,793 Payables for bonds 1,032,493 464,216 Convertible bonds 460,264 429,859 Total medium- and long-term financial debt 2,164,451 2,154,868 Total short-, medium- and long-term financial debt 2,318,724 2,306,454 Cash and cash equivalents (109,805) (52,262) Net financial debt 2,208,919 2,254,192

20 Registration Document – Beni Stabili S.p.A. SIIQ

3.2 Alternative performance indicators

Property indicators

The key property indicators used by the Beni Stabili Group for the years ending 31 December 2013, 31 December 2012 and 31 December 2011 are indicated below.

Reported rents Average lease term +4.1% and +3.5% on an equivalent basis (years) 2011 to 2012 and from 2012 and 2013 respecitvely (€/millions)

231.70 250 218.70 228.20 8.0 7.8 7.8 200 7.6 150 7.4 7.1 7.2 6.9 100 7.0 50 6.8 6.6 0 6.4 31.12.2011 31.12.2012 31.12.2013 31.12.2011 31.12.2012 31.12.2013

Occupancy rate Market value of Property Portfolio (Core portfolio) -1.94% and -1.92% on an equivalent basis from 2011 to 2012 and from 2012 to 2013 respectively (€/millions)

96.9% 98.3% 98.5% 100.0% 4,400 4,346.5 4,350 4,300 4,272.5 4,250 50.0% 4,200 4,157.0 4,150 4,100 4,050 0.0% 31.12.2011 31.12.2012 31.12.2013 31.12.2011 31.12.2012 31.12.2013

21 Registration Document – Beni Stabili S.p.A. SIIQ

The key property indicators used by the Beni Stabili Group for the half-years ending 30 June 2014 and 30 June 2013 are indicated below.

Reported rents Average lease term +0.7% on an equivalent basis from (years) June 2013 to June 2014 (€/millions)

150 7.1 116.1 114.5 7.0 7.0 100 6.9 6.8 6.7 50 6.7 6.6 0 6.5 30.06.2013 30.06.2014 30.06.2013 30.06.2014

Physical occupancy rate Market value of Property Portfolio (Core portfolio) (€/millions)

98.1% 95.6% 100.0% 4,300 4,263.2

4,200 50.0% 4,088.1 4,100

4,000 0.0% 30.06.2013 30.06.2014 30.06.2013 30.06.2014

22 Registration Document – Beni Stabili S.p.A. SIIQ

Operating, financial and balance sheet indicators

The key operating, financial and balance sheet indicators used by the Beni Stabili Group for the years ending 31 December 2013, 31 December 2012 and 31 December 2011 are indicated below.

Group share of net income EPRA net recurring income

18.8 20 90.0 87.3 85.0 82.5 10 (15.7) 80.0 (4.2) 74.0 0 75.0 70.0 -10 65.0 -20 60.0 31.12.2011 31.12.2012 31.12.2013 31.12.2011 31.12.2012 31.12.2013

NNNAV per share €0.989 at 31.12.2011 €0.947 at 31.12.2012 €0.961 at 31.12.2013

1850.002,000 1,894.3 1,900 1,814.5 1840.001,840.0 1840.001,800 1,700 1830.001,600 1,500 1820.001,400 1814.500 1,300 1810.001,200 1,100 1800.001,000 31.12.2011 31.12.2012 31.12.2013

INTERES T COVER RATIO LTV EBITDA (excluding margins from sales)/Net cash financial charges Net financial debt/Value of Property Portfolio

52.1% 1.81 52.5% 51.9% 1.80 52.0% 51.4% 51.5% 1.70 1.65 1.55 51.0% 1.60 50.5% 49.9% 1.50 50.0% 49.2% 1.40 49.5% 49.0% 1.30 49.0% 1.20 48.5% 48.0% 1.10 47.5% 1.00 47.0% 31.12.2011 31.12.2012 31.12.2013 31.12.2011 31.12.2012 31.12.2013 Net reported financial debt/Book value of Property Portfolio (including preliminary sales data and transfer tax)

Net reported financial debt/Book value of Property Portfolio

23 Registration Document – Beni Stabili S.p.A. SIIQ

The key operating, financial and balance sheet indicators used by the Beni Stabili Group for the half-years ending 30 June 2014 and 30 June 2013 are indicated below.

Group share of net income EPRA net recurring income

(66.7) 3.9 50.0 .0 42.0 40.0 35.9 (20.0) (40.0) 30.0 (60.0) 20.0

(80.0) 10.0 30.06.2013 30.06.2014 30.06.2013 30.06.2014

NNNAV per share €0.884 at 30.06.2014 €0.954 at 30.06.2013

1850.002,000 1826.500

1800.001,900 1,826.5 1750.001,800 1693.5001,693.5 1700.001,700

1650.001,600

1600.001,500 30.06.2013 30.06.2014

INTERES T COVER RATIO LTV EBITDA (excluding margins from sales)/Net cash financial charges Net financial charges/Value of Property Portfolio

54.0% 53.0% 1.80 1.69 53.0% 52.1% 1.60 1.53 1.55 52.0% 50.9% 51.0% 1.40 49.9% 50.0% 1.20 49.0% 1.00 48.0% 30.06.2013 31.12.2013 30.06.2014 31.12.2013 30.06.2014 Net reported financial debt/Book value of Property Portfolio (including preliminary sales data and transfer tax)

Net reported financial debt/Book value of Property Portfolio

24 Registration Document – Beni Stabili S.p.A. SIIQ

RISK FACTORS 4. RISK FACTORS

This section of the Registration Document describes risk factors related to the Issuer and Group companies and the sector in which they operate.

The risk factors described below must be read together with the information in the Registration Document.

Section and paragraph references refer to sections and paragraphs in the Registration Document.

4.1 Risk factors related to the Issuer and the Beni Stabili Group

4.1.1 Risks connected with the income performance of the Beni Stabili Group

The Group’s results over the last three years were significantly affected by the negative performance of the Italian property market, which was more affected than other European markets by the continuing economic and financial crisis.

The following table reports the operating results of the Beni Stabili Group for the years ending 31 December 2013, 2012 and 2011.

(€/million) 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 Group portion of net income (4.2) (15.7) 18.8

Results for 2012 and 2013 were affected by write-downs of €83.5 million in 2012 (with a 1.89% decrease in the value of assets of the Beni Stabili Group recorded in the financial statements before write-downs) and of €82.1 million in 2013 (with a 1.92% decrease in the value of assets of the Beni Stabili Group recorded in the financial statements before write-downs) before taxes. The write-downs in 2012 and 2013 were partly related to the negative impact from amendments introduced to the IMU tax mechanism in 2012 and, especially with respect to 2013, to the overall uncertainty and volatility in the property market that had a negative effect on the market value of certain property assets. In 2013 the negative impact from property write-downs was partially reduced by the increase of €7.7 million in the fair value of options to convert bonds issued during the period and expiring in 2018 and 2019, and by the positive impact of the change in fair value measurement criteria for financial hedging instruments according to IFRS 13 (€6.7 million). In 2011 the negative impact of about €79.2 million from property write-downs was partially offset by the release of a provision for risks totalling €42 million in relation to a tax dispute over the purchase of the equity investment in Immobiliare Fortezza S.r.l. (Comit Pension Fund) that developed positively with a favourable judgment at the second instance. Following the appeal of the Revenue Agency, this is currently pending before the Court of Cassation (for additional information on the Immobiliare Fortezza S.r.l. dispute see Paragraph 20.7 “Legal and arbitration proceedings” of this Registration Document).

The following table reports the operating results of the Beni Stabili Group for the half-years ending 30 June 2014 and 30 June 2013.

(€/million) 30 JUNE 2014 30 JUNE 2013 Group portion of net income (66.7) 3.9

25 Registration Document – Beni Stabili S.p.A. SIIQ

RISK FACTORS The Group portion of net income for the first half of 2014 was a negative figure of €66.7 million compared to income of €3.9 million in the first half of 2013. If net income for the two half-years is adjusted for the valuation effect of options to convert outstanding convertible bonds (costs of €54.5 million and €7.7 million respectively for 2014 and 2013, net of the tax effect), net costs for the early repayment of loans and related derivatives (€23.7 million for 2014 and €0.7 million for 2013, net of the tax effect) and write-downs of non- recurring receivables (€4.2 million for 2014 net of the related tax effect), both figures would be positive, and equal to €15.7 million for the first half of 2014 and €12.3 million for the first half of 2013. The improvement of €3.4 million was due to: (i) increased operating income (€4.9 million) as a result of lower net property write-downs (€2.8 million), higher net rental revenues (€2.6 million) and net service revenues (€0.8 million) and lower net operating costs (€1.4 million), net of the reduction in the sales margin (€2.7 million); (ii) lower net financial charges, including those relating to property sales (€1.9 million); and (iii) a decrease in income attributable to minority shareholders (€0.6 million). These positive changes were partially offset by a reduction in the item “income/(charges) from investments” (€2.7 million) and the tax burden for the period (€1.2 million).

In addition, the Issuer has a financial structure that calls for the usual instruments to hedge against interest rate risk. In accordance with the related IFRS, these instruments involve the recording of certain valuation entries such as changes in the fair values of the same hedging instruments (the ineffective portion of which is recorded in the income statement) or changes in the fair values of options to convert two of the convertible bonds issued (those expiring in 2018 and 2019). Thus, even if there is an increase in revenues from property leasing or sales activities, the Group’s results could be negatively affected by such financial components and the related fair value measurement.

In addition, it should be noted that in the first half of 2014 the Beni Stabili Group (A) generated consolidated net income of €11.5 million before the accounting entries related to convertible “equity-linked” bonds and the impact of the early repayment of debt and related hedging instruments that occurred in the half-year (€12.3 million in the first half of 2013), and (B) generated a consolidated net loss of €66.7 million after such impact as compared to income of €3.9 million in the prior year.

At the Registration Document Date, it cannot be ruled out that the ongoing macroeconomic situation in the market and the specific conditions of the Italian property market, combined with the impact of the fair value measurements of financial instruments forming a part of the Group’s capital structure, may also have a negative impact in the future on the Group’s operating and financial position, and as a result, on its ability to distribute dividends, even though in recent years the Issuer has always made distributions in keeping with its dividend policy and in accordance with applicable regulations.

For additional information on dividends distributed by the Group for prior periods to which this Registration Document refers, see Section XX, Paragraph 20.6 “Dividend policy” of this Registration Document.

4.1.2 Risks connected with maintaining the SIIQ tax treatment

The Issuer is a Società di Investimento Immobiliare Quotata (SIIQ). SIIQs are subject to a special tax treatment pursuant to which, inter alia, business income from property leasing is exempt from corporate income tax and proportionally from the regional tax on productive activities, and the portion of reported income corresponding to this is subject to the taxation of shareholders when such income is distributed in the form of dividends.

26 Registration Document – Beni Stabili S.p.A. SIIQ

RISK FACTORS Following the joint option with the parent SIIQ, unlisted public liability companies resident in the territory of the State, conducting property leasing activities mainly in accordance with the definition established for SIIQs in which an SIIQ, even jointly with other SIIQs, owns at least 95% of the voting rights at the Ordinary Shareholders’ Meeting and 95% of rights to a share of income and which have also, together with the parent SIIQ, exercised the option for national tax consolidation (SIINQ), are also subject to the exemption scheme.

This tax treatment was introduced by Article 1, paragraphs 119-141 of the Financial Law of 2007 as amended by Article 1, paragraph 374 of Law 244 of 24 December 2007. The applicable legal framework was also supplemented by the “Regulation stating provisions concerning SIIQs” that implemented the Financial Law of 2007 and was enacted by Decree of the Ministry of Economy and Finance 174 of 7 September 2007 (“Ministerial Decree 174/2007”) and subject to further clarifications contained in Circular 8/E of 31 January 2008 of the Revenue Agency.

In exchange for taxing income produced by property leasing activities (“Exempt Operations”) only at the time it is distributed to shareholders, the Financial Law of 2007 requires SIIQs and SIINQs to distribute, each year (to avoid the invalidity of the special tax treatment) (i) at least 85% of income from Exempt Operations if such income is less than or equal to the total income for the year available for distribution; and (ii) at least 85% of the total income available for distribution, if such income is less than the net income from Exempt Operations.

Furthermore, pursuant to Article 7, paragraph 4 of Ministerial Decree 174/2007, if the reported income from Exempt Operations is reduced by a reported loss from activities other than those included under Exempt Operations (“Taxable Operations”), the reported income from Taxable Operations realised in future years is considered to be formed by income from Exempt Operations up to the amount of the aforementioned reduction, with the resulting distribution obligation (the ‘carry forward’), in addition to the Exempt Operations income that must be distributed to the specific subsequent period, under penalty of forfeiture of the special scheme.

In December 2010 the Company exercised the option to access the SIIQ tax treatment for itself with effect from 1 January 2011, while the subsidiaries Imser 60, New Mall S.p.A. (later merged into Beni Stabili) and Riqualificazione Grande Distribuzione S.p.A. (later merged into Beni Stabili), together with the parent company, exercised the option to access the SIINQ tax treatment also with effect from 1 January 2011. Thus, starting on that date the Issuer has benefited, inter alia, from the special tax treatment for SIIQs, and the above-mentioned subsidiaries have benefited from the special tax treatment for SIINQs. Starting in financial year 2013, the subsidiaries B.S. Immobiliare 8 S.p.A. SIINQ and B.S. Immobiliare 9 S.p.A. SIINQ have participated in the special scheme for SIINQs.

In order to maintain this special tax treatment, in addition to meeting the requirement of distributing 85% (70% following the entry into force of Decree Law 133/2014, as described in more detail below) of income from Exempt Operations, the Issuer must comply with certain requirements related to the entity, its Articles of association and ownership and objective requirements. In particular:

(i) Entity-related requirements

The Company must:

 be established in the form of a società per azioni (public limited company);

27 Registration Document – Beni Stabili S.p.A. SIIQ

RISK FACTORS  have tax residence in Italy; and

 have its shares traded in a regulated market of Member States of the European Union and States that are signatories to the Agreement on the European Economic Area and included on the list indicated in Article 168-bis, paragraph 1 of Presidential Decree 917 of 22 December 1986.

(ii) Articles of association requirements

The Company’s Articles of association must stipulate:

 rules that govern investment policy;

 limits to the concentration of investment and counterparty risks; and

 a maximum limit allowed for financial leverage for individual companies and the Group.

(iii) Ownership requirements

With regard to equity investments in the Company’s capital, no shareholder may directly or indirectly hold more than 51% of voting rights at Ordinary Shareholders’ Meetings and more than 51% of rights to a share of income (60% following the entry into force of Decree Law 133/2014, as described in more detail below). In addition, at the time that the option for the SIIQ scheme is exercised, at least 35% of the Issuer’s shares must be held by shareholders who do not hold, directly or indirectly, more than 2% of voting rights at Ordinary Shareholders’ Meetings and more than 2% of rights to a share of income.

(iv) Objective requirements

The Company must have:

 properties held through ownership or other property rights or on the basis of finance leases, i.e. investments in other SIIQs or SIINQs, equal to at least 80% of balance sheet assets (the ‘Asset Test’); and

 revenues from property leasing equal to at least 80% of the positive components of the income statement (the ‘Profit Test’).

The same requirements should be complied with – apart from the differences resulting from the fact that the bonds are not listed and from the different participation requirements – by the SIINQs. In addition, the SIINQs should have opted for the national tax consolidation scheme together with the SIIQs which have control and the tax consolidation scheme should be seamlessly present.

The SIIQs and SIINQs should prepare the financial statements in conformity with international accounting standards.

For both SIIQs and SIINQs, the special scheme ceases to exist with immediate effect in the case of (i) the loss of tax residency in Italy; (ii) the loss of the form of a public limited company; (iii) failure to distribute the share of income of the Exempt Operations subject to compulsory distribution (even through the effect of the ‘carry forward’ as described above); and (iv) failure to conduct mainly property leasing activities (i.e.

28 Registration Document – Beni Stabili S.p.A. SIIQ

RISK FACTORS non-compliance with the Asset Test and the Profit Test with reference to said tax period or failure to comply with one of the two tests for two consecutive tax periods, increased to three consecutive tax periods, but with effect from the second, following the entry into force of Decree-Law 133/2014 under the terms below).

In addition, for SIIQs, the following constitute a reason for immediate forfeiture of the special scheme (i) the absence of listing of the shares; and (ii) non-compliance with the participation requirement which requires that no shareholder directly or indirectly owns more than 51% of voting rights at the Ordinary Shareholders’ Meeting and more than 51% of rights to a share of income (percentages increased to 60% through the effect of the entry into force of Decree-Law 133/2014 under the terms below).

For SIINQs, further reasons for forfeiture are (i) the absence of the participation requirement which requires that an SIIQ, even jointly with other SIIQs, owns at least 95% of voting rights at the Ordinary Shareholders’ Meeting and 95% of rights to a share of income; and (ii) an interruption of the national consolidated tax scheme.

With regard to the requirements for maintaining SIIQ status (and SIINQ status, as applicable), on 12 September 2014, Decree-Law 133/2014 was published in the Official Gazette; Article 20 of this Decree-Law amends the portion of the Financial Law of 2007 governing the scheme applicable to SIIQs. To be specific, this decree-law stipulates, inter alia, that:

(i) with regard to the investment requirements indicated in point (iii) above, no shareholder of the Company may directly or indirectly hold more than 60% of voting rights at the Ordinary Shareholders’ Meeting or more than 60% of rights to share profits. In addition, if the 60% investment requirement is exceeded, following extraordinary or capital market corporate transactions, the special SIIQ scheme will be suspended until this investment requirement has been restored;

(ii) the percentage of income of Exempt Operations that must be distributed drops from 85% to 70%. In addition, it is stipulated that 50% of income from net capital gains realised on properties to be leased and from the disposal of investments in SIIQs, SIINQs or units in property funds included in Exempt Operations are subject to distribution in the two financial years following the year such investments were sold; and

(iii) the failure of one of the two prevailing conditions (Asset Test or Profit Test) for three consecutive periods (instead of the two before) results in the final termination of the special scheme starting from the second of the three periods taken into account.

Pursuant to Article 45 of Decree-Law 133/2014, the same decree entered into force on 13 September 2014, and in accordance with Article 77 of the Constitution, Decree-Law 133/2014 was submitted to Parliament for conversion. However, if the conversion to law does not occur within 60 days, the decree-law would be invalid from the beginning as if the provisions introduced by Decree-Law 133/2014 had never been applicable to the Company (except for Parliament’s ability to pass laws concerning the legal relations arising on the basis of Decree-Law 133/2014, which has not been converted).

At the Registration Document Date, the Company was in compliance with all requirements laid down by the 2007 Finance Act and by Decree-Law 133/2014 to maintain SIIQ status, and thus, the related special tax treatment. However, in the future, if the Issuer is not able to meet all the requirements for the application of

29 Registration Document – Beni Stabili S.p.A. SIIQ

RISK FACTORS the special tax treatment, including the requirement to distribute a portion of income from Exempt Operations and, in addition, the income calculated in application of the carry forward (the amount of which can change over time according to the operating results and is shown in the notes to the separate financial statements of the SIIQs and SIINQs concerned), including as a result of events or actions beyond its control, or if it is not able to restore these measures by any deadline imposed by applicable regulations, the Issuer could lose this favourable tax treatment and be subject to ordinary taxation with a resulting negative impact on the Issuer’s operating and financial position and on its ability to distribute dividends.

At the Registration Document Date, the participating Issuer and SIINQs have accrued carry-forward obligations (with regard to the correct quantification of which comparisons are in progress with the tax authorities following the ruling procedure) of, respectively (i) not more than €48,976 thousand pertaining to the Issuer; (ii) equal to €34,355 thousand pertaining to Imser 60; and (iii) equal to €658 thousand pertaining to BS Immobiliare 8 S.p.A. SIINQ, which will therefore increase the “ordinary” distribution obligation with regard to future financial years under the aforementioned terms, under penalty of forfeiture of the special scheme.

Given their financial and economic importance for the purpose of the Asset Test and the Profit Test, important effects with regard to the Issuer maintaining the special scheme could also result from the forfeiture of the special scheme by the participating SIINQs.

4.1.3 Risks connected with the impacts on the results for the financial year in progress resulting from the early repayment of the ImSer Portfolio loan and the entry into force of certain tax regulations under Decree-Law 133/2014

Early repayment of the ImSer Portfolio loan

On 26 June 2014 the Company’s Board of Directors approved the early repayment of the loan related to the portfolio of properties leased to Telecom Italia S.p.A. resulting from the transaction completed in 2000 that was funded by a loan, which was later securitised in 2002, in order to optimise its financial structure and significantly increase the generation of recurring cash (the “Transaction”).

The overall amount needed to carry out this transaction was €655.8 million, of which €164.8 million was for one-off (i.e. non-recurring) termination and refinancing costs connected with the early repayment of the securitised loan and the early termination of the related derivative hedging contracts.

Specifically, the termination and refinancing costs break down as follows:

 €85.7 million paid on 16 September 2014 and corresponding to the fair value of the derivatives used to hedge the interest rate on the variable notes and inflation on leases;

 €62.1 million paid on 18 September 2014, required contractually, by way of premium for the early settlement of the fixed-rate notes and by way of payment for future compensation not paid to the guarantor of the securitisation;

 €5.7 million relating to the early payment of other accessory securitisation costs also paid on 18 September 2014; and

 €11.3 million which includes fees and taxes on new loans as well as transaction costs.

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RISK FACTORS On the whole, the Transaction will allow the Beni Stabili Group to generate a positive annual impact on consolidated cash-based financial charges of more than €30 million and to further optimise the Group’s financial structure with no significant impact on Loan to Value. The average annual cost of medium- and long-term debt will drop by over 90 basis points, with a positive impact on both the average remaining term of maturing debt and the ICR of about +0.7 times.

The costs associated with the Transaction will be fully recorded in the third quarter of the current year and will have a negative impact on the Group’s results at 30 September 2014, which will be approved by the Company’s Board of Directors on 12 November 2014 as well as those relating to year-end. These costs will not have any impact on maintaining the SIIQ status.

For additional information on the Transaction, see Section V, Paragraph 5.1.5 “Significant events in the Issuer’s development” in this Registration Document.

Decree-Law 133/2014

On 12 September 2014, Decree-Law 133/2014 was also published in the Official Gazette. Article 20 amends the Financial Law of 2007 in the section which governs the SIIQ scheme. Specifically, this decree-law provides for, as well as other amendments, the extension of the exemption scheme for the company from corporate tax (IRES) and regional production tax (IRAP) to some positive components which were previously excluded. This has taken place through the addition, in Article 1, paragraph 131 of the Financial Law of 2007, of the provision through which, in addition to the other positive components already included in exempt income, also taken into consideration are “capital gains or capital losses relating to properties held for rental and investments in SIIQ or SIINQ and the income and the capital gains or losses relating to investments in property investment funds established in Italy and governed by the consolidated law pertaining to Legislative Decree 58 of 24 February 1998, which invest at least 80% of the value of the assets in properties, property rights, also from licensor arrangements or from finance leases on properties of a transfer nature, and investments in property companies or in other property funds, held for property rental, including funds intended for investment in real estate mainly for corporate use or in investment in SIIQ or SIINQ”.

Where Decree-Law 133/2014 was converted into law within sixty days from its entry in force and, during the conversion, if the extension of the exemption scheme to the above-mentioned economic components took place, the Issuer would be bound to write off the net deferred taxes for an amount currently estimated between a minimum of approximately €65 million, corresponding to the net deferred taxes relating to properties held for rental, and a maximum of €75 million, estimated if the generation of future taxable income is not sufficient to also recover the deferred tax assets recorded in the financial statements. In the event of conversion according to Decree-Law 133/2014, the impact of these costs will be negative both on the results of the Group as at 30 September 2014 and on those at the end of the financial year.

4.1.4 Risks connected with the financial situation of the Group

Pursuant to Regulation (EC) No 809/2004 and the definition of working capital – as “a means through which the Issuer obtains the necessary liquid resources to satisfy obligations when they fall due” – in the ESMA/2013/319 Recommendations, the Issuer declares that at the Securities Note Date the Group’s working capital is not sufficient to fully cover the Group’s net financial requirement for the next 12 months, equal to approximately €226 million (this financial requirement includes, inter alia, the financial bridge of €150

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RISK FACTORS million which was stipulated by the Issuer to cover the non-recurring costs associated with the early repayment of the ImSer Portfolio loan and which is intended to be repaid with the income from the Capital Increase). For more details on this Transaction, see Section V, Paragraph 5.1.5.2 “Early repayment of the ImSer Portfolio loan” of this Registration Document.

In order to cover the above-mentioned requirement, as anticipated in the context of the Transaction, the Issuer initially intends to use the net income from the Capital Increase which, if it is fully subscribed, is estimated at approximately €147 million and to stipulate ordinary refinancing operations (whether underwritten or not by properties); in other words, using the revolving credit lines already available for €204 million, if needed. Lastly, if necessary, the Company could also intervene through the reorganisation of the schedule of investments in properties owned which are included in the above requirement over the next 12 months.

Without prejudice to the above, if the Capital Increase were not fully subscribed and/or the Company was not capable of successfully concluding the further initiatives currently planned to hedge the Group’s net financial requirement for the 12 months following the Securities Note Date, the Company may not have sufficient financial flows available for immediate requirements related to the performance of its activities, which would therefore be contingent, with a consequent negative impact, on the operating and financial position of the Group. For a more complete picture of the risks and further information on the financial resources of the Beni Stabili Group, see Section X, Paragraph 10.1 “Financial Resources of the Issuer” of this Registration Document.

4.1.5 Risks connected with sources of financing

The future performance of the Beni Stabili Group also depends on its ability to meet its payment obligations and to plan investments using its available cash flows, accessing the capital market or other sources of financing.

In order to meet its financial needs, the Beni Stabili Group uses short- and medium-term credit facilities, long-term loans and syndicated bank loans. In addition, the Beni Stabili Group raises funds in the capital market through bond issues and securitisation transactions.

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RISK FACTORS The table below shows changes in the main items of the Group’s net financial debt for the years ending 31 December 2013, 31 December 2012 and 31 December 2011 and for the half-years ending 30 June 2014 and 30 June 2013.

Loans used to fund purchases of properties for investment purposes are structured on the basis of expected cash flows from the lease of the properties purchased taking into account the lessor’s operating costs. With regard to net financial debt, the Beni Stabili Group intends to gradually reduce its Loan to Value using the guidelines of the Foncière des Régions Group, which calls for the achievement of a target of 45% over the medium term. In any case, the policy of the Beni Stabili Group, which is aimed at preserving an optimal capital structure, is pursued by maintaining:

 a ratio of net financial debt to equity of the Beni Stabili Group not greater than 1.5; and

 a ratio of net financial debt to the value of the real estate portfolio of less than 60%, with the goal of reducing it to around 45%.

The financial covenants associated with the loan agreements of the Beni Stabili Group are typical for the sector in which it operates. To be specific, the main obligations take the form of not exceeding certain indicators such as the ratio of the net financial position to equity, the ratio of net financial debt to the total value of owned properties (Loan to Value) and the ratio of EBITDA to financial charges (Interest Cover Ratio). Other obligations specified in existing loan agreements involve (i) change of control clauses; (ii)

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RISK FACTORS cross-default clauses, generally for defaults in excess of certain levels in the case of events that could have a negative impact on the operating and financial position of the Issuer or the Beni Stabili Group; (iii) clauses that call for channelling and/or assigning rents generated by the property financed to current accounts opened to service the debt and held at the related lending banks (in addition to the assignment of insurance claims connected with the property financed and insurance claims from drawing on guarantees on lease contracts and the transfer of income from interest rate hedging contracts); and (iv) negative pledge clauses that generally prohibit the establishment of liens on certain assets owned by the Company or in amounts exceeding certain limits. In addition to Loan to Value and Interest Cover Ratio, for unsecured bonds, specific financial covenants are required with respect to maintaining pre-established ratios of (i) secured debt to the Group’s total assets, and (ii) unencumbered assets to total unsecured debt. In this regard, it should be noted that during audits conducted in compliance with various agreements, in 2011, 2012 and 2013 and in 2014 up until the Registration Document Date, with respect to the covenants agreed to, there have never been any deviations that would put the Issuer at risk of default, and that the Transaction for the early repayment of the ImSer Portfolio loan will not, in and of itself, have an impact on compliance with such covenants.

In any case, in the future it cannot be ruled out that the failure to comply with covenants, contractual obligations and the clauses set forth in loan agreements could result in the obligation of the early repayment of the amounts disbursed with resulting negative effects on the operating and financial position of the Beni Stabili Group.

Although the Beni Stabili Group has to date been able to meet its financing requirements, there is a risk that the Issuer will not be able to find new sources of financing (funding liquidity risk) or liquidate its assets in the market (asset liquidity risk), and as a result it may not be able to meet its payment obligations or complete investments it has undertaken. This situation could have a material adverse effect on the financial position and operating results of the Beni Stabili Group in the event that the Group is forced to incur additional costs to fulfil its financial obligations or to complete its investments, or in extreme cases, it could impair the Issuer’s status as a going concern, and ultimately lead to insolvency. With regard to the risks connected with the impact of the tax treatment applicable to SIIQs on the Company’s ability to generate cash flow, see Paragraph 4.1.13 “Risks connected with the SIIQ tax treatment” below.

The following table provides a schedule of maturities of the debt of the Beni Stabili Group.

(€/million) 2014 2015 2016 2017 2018 2019 2020 2021 Ordinary amortisation schedule 12.6 42.1 58.2 61.4 64.8 75.9 24.4 24.0 Maturity/repayment of loan - 345.5 269.2 - - 56.4 - 117.8 Maturity of convertible bonds - 105.5 - - 225.0 270.0 - - Maturity of bonds - - - - 350.0 250.0 - -

In particular, in addition to ordinary debt amortisation, nearly all of which is related to the debt on the portfolio leased to Telecom Italia S.p.A., which will be repaid with the Transaction, mortgage loans totalling €345.5 million are maturing in 2015. In addition, in the same year €105.5 million is due for the repayment of convertible bonds. In addition to ordinary related debt amortisation, nearly all of which is related to the debt on the portfolio leased to Telecom Italia S.p.A., which will be repaid with the Transaction, mortgage loans totalling €269.2 million are maturing in 2016. It is understood that following the completion of the Transaction, the maturity profile will be modified in order to take into account the full repayment of debt

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RISK FACTORS associated with the portfolio leased to Telecom Italia S.p.A. and the new loans obtained to finance the Transaction.

In order to minimise the possible adverse effects of liquidity risk, the Beni Stabili Group has developed a financial structure that ensures an adequate level of liquidity. On the other hand, even though it has this financial structure, it cannot be ruled out that a decrease in revenues could negatively affect the Group’s ability to generate liquidity. In addition, there are no guarantees that the Group will be able to obtain loans from other sources under the same financial conditions that are currently applicable. These situations could have a material adverse effect on the financial position and operating results of the Beni Stabili Group.

Lastly, the Issuer’s ability to obtain loans from banks or in the capital market to meet the financial requirements of the Beni Stabili Group also depends on market conditions.

For additional information on the Company’s financial resources, see Section X “Financial resources” in this Registration Document.

4.1.6 Risks connected with the geographical concentration of the Property Portfolio of the Beni Stabili Group

The Beni Stabili Group conducts its business entirely in Italy, and especially in northern Italy since the Company’s property assets are located mainly in that area. At 30 June 2014, about 76% of Core portfolio properties owned by the Company were located in northern Italy, and especially in the Milan metropolitan area (45%). The second largest city in terms of property concentration is Rome, with about 9% of the owned portfolio. In addition, 87% of the portfolio is concentrated in office properties followed by 9% invested in retail properties.

Therefore the Beni Stabili Group is exposed to the performance of the economy and the Italian property market, which, as a result, affect operating results and the value of the real estate portfolio.

If the Italian economy has difficulty recovering, or if uncertainty in the political situation returns with resulting doubts over our country’s ability to take the structural measures necessary for economic recovery, the operating and financial position of the Beni Stabili Group could suffer from the repercussions.

For additional information regarding the main geographical areas in which the Group operates, see Section VI, Paragraphs 6.1 “Core business” and 6.2 “Key markets” of this Registration Document.

4.1.7 Credit risk from the concentration of leasing transactions

One of the Issuer’s Core businesses is the lease of properties included in its assets.

The credit risk is the exposure of the Beni Stabili Group to potential losses from the breach of obligations assumed by lease counterparties. This risk is primarily dependent upon economic and financial factors, as well as factors of a technical, commercial, administrative or legal nature.

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RISK FACTORS The table below contains the occupancy rate of the Group’s Property Portfolio for the years ending 31 December 2013, 31 December 2012 and 31 December 2011, as well as for the half-years ending 30 June 2014 and 30 June 2013.

31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 30 JUNE 2014 30 JUNE 2013 92.04% 92.21% 89.86% 89.64% 91.65%

Annual rent revenues are generated primarily by four tenants (Telecom Italia S.p.A., Intesa Sanpaolo S.p.A., Maire Tecnimont S.p.A. and the Italian government, which, at 30 June 2014, represented about 72% of total annual rent revenues of the Beni Stabili Group). At the same date, about 53% of these total revenues were from leases entered into just with Telecom Italia S.p.A.

The exposure of the Beni Stabili Group to credit risk is mainly due to the concentration of lease transactions with the above four main tenants. A single default by one of the four main tenants or one financial counterparty, or a significant increase in the percentage of insolvent counterparties, could have a negative impact on the financial position and operating results of the Beni Stabili Group.

Projections on the recovery of receivables are carried out by the Issuer on a case-by-case basis taking into account existing security and the opinions of external advisors on possible recovery measures. The operating and financial performance of the largest tenants of the Beni Stabili Group are monitored on an ongoing basis, and the Beni Stabili Group asks tenants to have bank guarantees issued or deposits set up to secure the contractual obligations assumed. At 30 June 2014, this security covered over a quarter’s worth of annual rents.

It is understood that the assessment of counterparties’ credit standing, which is based on information available at the time the assessment is made, could be negatively affected by unfavourable market or economic conditions with a resulting negative impact on the financial position and operating results of the Beni Stabili Group.

The table below contains the amount of receivables overdue from tenants for the years ending 31 December 2013, 31 December 2012 and 31 December 2011, as well as for the half-years ending 30 June 2014 and 30 June 2013.

(€/million) 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 30 JUNE 2014 30 JUNE 2013 Total overdue receivables 24.3 23.8 12.2 31.4 30.2 Receivables less than 90 days 4.3 4.1 1.7 8.3 10.5 overdue Receivables more than 90 1.6 4.0 0.9 4.0 1.7 days but less than 6 months overdue Receivables between 6 months 2.6 10.7 2.6 1.2 3.1 and one year overdue Receivables more than one 15.8 5.0 6.9 17.8 14.9 year overdue

At 30 June 2014, receivables from tenants, before the related provision for write-downs, totalled €58.2 million (including receivables for invoices to be issued totalling €20 million, which were recorded pursuant

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RISK FACTORS to the rules of IAS 17 in order to even out the overall contractual compensation over the term of the lease). Of this amount, about €17.7 million was more than 12 months past due. Moreover, the provision for receivable write-downs as at 30 June 2014 totalled about €17.8 million.

For additional information on credit risk from the Issuer’s business, see the 2013 Consolidated Financial Statements, Paragraph 3.1 of the Notes to Financial Statements on page 88, and the 2014 Financial Report, Paragraph 3.1 of the Notes to Financial Statements, page 63, both of which are incorporated by reference in this Registration Document.

For additional information on the Issuer’s property leasing business, see Section VI, Paragraph 6.1.2 “Description of Property Portfolio” of this Registration Document.

4.1.8 Risks connected with any withdrawal or failure to renew leases by tenants

The Issuer’s main Core business is to lease its Property Portfolio, consisting almost entirely of properties leased for uses other than residential use.

As generally known, pursuant to Article 27 of Law 392 of 27 July 1978 (“Law 392/78”), the minimum term for leases of properties for uses other than residential use is six years, renewable for a further six years (for hotel leases, the minimum term is nine years, renewable for a further nine years). Upon the first maturity date (i.e. after the first six years, or nine years for hotel leases), although the lessor may only exercise the option to refuse to renew the lease only for certain specific reasons indicated in Article 29 of the same Law 392/78 (in the manner and by the deadlines specified therein), the tenant may freely exercise the cancellation option by forwarding a registered letter, with return receipt, at least 12 months prior to the maturity of the lease (18 months in the case of hotels) (Article 28 of Law 392/78).

In addition, regardless of contractual provisions, the tenant may, for serious grounds, withdraw at any time from the lease with advance notice of at least six months (Article 27, paragraph 7 of Law 392/78). It should be noted that the courts have consistently held that recourse to “serious grounds” may only be legitimately exercised if unforeseen events have occurred that have an objective implication, and all such elements are essential and necessary to justify the legitimate exercise of early withdrawal.

Also note that, with effect from the date of its entry into force, Article 18 of Decree-Law 133/2014 provides for, through the lease contracts on properties for uses other than residential, even hotel activities, for which an annual rent of more than €150 thousand is agreed, the right of the parties to contractually agree the terms and conditions in derogation of the provisions of Law 392/78. Note that Decree-Law 133/2014 has been sent to Parliament for conversion and, if the conversion of the decree into law does not take place within 60 days, it will not be effective from the start. For more information with regard to risks connected with the failure of the conversion of the decree, see Paragraph 4.1.2 “Risks connected with the income performance of the Beni Stabili Group” of the Registration Document.

The parties also have the option to contractually allow the tenant to withdraw from the lease at any time giving notice thereof to the lessor at least six months prior to the date that the withdrawal is to take effect. In this regard, it is pointed out that, among the relevant contracts, namely leases with annual rents greater than €5 million, the one in effect with Banca Intesa Sanpaolo S.p.A. is the only one to provide the option, in favour of the tenant, to withdraw from a portion of the property (corresponding to about €3 million in rent

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RISK FACTORS per annum) with the release taking effect starting from 1 January 2015. However, agreements are still being formalised to extend the related lease to such portion of the property for at least another year.

With regard to outstanding leases with the Public Property Agency (Agenzia del Demanio), which were originally entered into with the FIP (Fondi Immobili Pubblici – Public Property Funds), even though the leases of individual properties are not of a significant amount, in light of the overall amount of the leases concerned, we should note that the tenant’s option to withdraw for serious grounds was excluded (due to the specific regulatory provision contained in the decree-law that established the transaction to transfer public properties).

In fact, the tenant currently has the right to release the property on the following maturity dates and under the following conditions:

- with regard to the period following the first 18 years of the lease’s validity, the tenant may prevent the automatic renewal of the lease for a further six years by giving 12 months’ advance cancellation notice (which also applies to further six year periods);

- in addition, from the effective date until the end of the first renewal period (2022), the tenant has the option to release the property by exercising its right to withdraw in the following cases:

(i) withdrawal in the event that the property is sold: the tenant has the option to withdraw from the lease if the property is sold. This right must be exercised within 30 days of the date of the notice of the sale sent by the owner (note that as expected this provision is not applicable to sales after the original sale carried out by FIP);

(ii) withdrawal contingent on the reduction of the return for the entire FIP portfolio: the tenant has the option to withdraw from the lease with 18 months’ advance notice if the reduction of the overall rent paid in relation to the entire property portfolio leased to the Public Property Agency, following the exercise of the right to withdraw, does not exceed certain percentages of the overall amount of the total rent;

- after the first 18 years of the lease, the tenant is granted an unconditional right to withdraw, and thus may withdraw from the lease at any time.

However, pursuant to Law 89 of 23 June 2014, which converted Decree-Law 66/2014, the option of government tenants to withdraw from the lease by 31 July 2014 also applies to FIP properties, i.e. those owned by the assignees of FIP (and therefore also to the properties owned by the Company, that were acquired from FIP and leased to the Public Property Agency). After 31 July 2014 the Company received a notice that the Public Property Agency had demonstrated their opportunity to make use of the right to withdraw (which is currently being assessed by the Company from the standpoint of legal requirements and/or its lease) in relation to two properties in Vicenza and Udine, leased for a total annual rent of about €3 million. However, in demonstrating this possibility for withdrawal, the tenant has expressly declared its willingness to renounce this option in exchange for a possible agreement to reduce annual rents.

The exercise of the right to withdraw in relation to lease contracts of a significant amount or of a combined significant amount, or the failure to renew such lease contracts on their respective maturity dates, could have a negative impact on the operating and financial position of the Beni Stabili Group. In this regard, with

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RISK FACTORS respect to the lease contracts outstanding at 30 June 2014, the overall amount of which in terms of annual rents is €221.7 million, in the second half of 2014 and 2015 contracts totalling €4.2 million and €5.6 million, respectively, will mature. This does not include the €3 million in annual rent relating to the Company’s property leased to Banca Intesa Sanpaolo S.p.A. and in relation to which the right to withdraw was exercised by the tenant. Negotiations are in progress aimed at extending the lease, as better explained above in this Paragraph.

For additional information on the Issuer’s property leasing business, see Section VI, Paragraph 6.1.2 “Description of Property Portfolio” of this Registration Document.

4.1.9 Risks connected with changes in the value of properties

The Company’s real estate portfolio is measured at fair value, and any changes in such fair value are recorded in the Issuer’s income statement. Therefore fluctuations in property prices may have an impact, which may be significant, on the operating results of the Beni Stabili Group. In addition, a portion of the operating results of the Beni Stabili Group comes from the purchase and sale of properties, which is also heavily affected by property price movements and transaction volume.

The investment policy of the Beni Stabili Group is aimed at minimising the effects of the various phases of the cycle by carefully selecting investments. In particular:

(i) long-term leases are entered into with prominent tenants, thereby mitigating the effects of a reduction in market rents and the resulting reduction in the value of the properties;

(ii) the properties included in the Company’s real estate portfolio are located in strategic positions, i.e. in the centre of Italian cities which are characterised by the structural lack of good quality offices; and

(iii) low vacancy rate (i.e. the ratio between vacant square metres and the total rentable square metres) of the properties owned by Beni Stabili, in order to reduce the risk of having to identify new counterparties willing to execute a lease in situations in which the demand for leased space is meagre.

Lastly, purchases and sales of the Property Portfolio are closely monitored to minimise risks and take advantage of market opportunities.

On the other hand, changes in property values also depend on external factors beyond the control of the Beni Stabili Group, and therefore could have a significant negative impact on the financial position and operating results of the Beni Stabili Group. See Paragraph 4.1.4 “Risks connected with sources of financing” below for the impact of these changes on loan agreements entered into by the Issuer.

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RISK FACTORS The table below describes the development of the book value of the Group’s Property Portfolio, broken down by intended strategic use, at 31 December 2013, 2012 and 2011 as well as at 30 June 2014.

(€/million) 30 JUNE 2014 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 Core 3,664.2 3,713.9 3,834.7 3,822.5 Dynamic 153.6 155.1 194.1 213.0 Core + Dynamic 3,817.8 3,869.0 4,028.8 4,035.5 Development 270.0 288.2 240.6 305.5 Total 4,087.8 4,157.2 4,269.4 4,341.0

For additional information on changes in the value of properties owned by the Group, see the 2013 Consolidated Financial Statements, Paragraph 5.3 of the Notes to Financial Statements, page 105, incorporated by reference in this Registration Document.

4.1.10 Risks connected with the uncertainties in determining the value of properties

The Issuer has appraisals completed to determine the fair value of the assets making up the real estate portfolio of the Beni Stabili Group. In particular, the fair value measurement of properties is carried out twice annually, on 30 June and 31 December.

For financial year 2013 and the first half of 2014, the valuation of properties in the ImSer portfolio was assigned to REAG, while the valuation of all other properties of the Beni Stabili Group was assigned to CBRE.

The appraisals involving the value of the Group’s properties use valuation criteria normally used in practice for this type of valuation and, in particular: (i) the comparison or “market” method based on a comparison of the asset concerned and other similar assets that were recently sold or offered in the same market or competitive marketplaces; and (ii) the income method that includes two different methodological approaches (a) the direct capitalisation and discounted cash flow (DCF) method, and (b) the transformation method, developed through a projection of the economic feasibility of both the revenues and development costs necessary to complete the property transaction. The above methods are applied individually to each property or combined depending on the specific nature of the property.

However, these appraisals do not take into account certain factors such as those related to the environmental impact of the properties (i.e. the possible presence of hazardous materials) or their compliance with applicable regulations (i.e. whether required building permits have been obtained or the properties comply with regulatory plans and intended uses), which, if observed and deemed significant by the Issuer, both through appropriate due diligence activities carried out by external experts at the time of purchase and later as a part of normal business activities, are reported in all cases to the party hired to value the property.

In the Company’s reasonable opinion, although appraisals take into consideration all significant factors in order to determine the fair value of the Property Portfolio, the valuation of elements in addition to those used, the lack of actual comparison data due to the current stagnation in market transactions for comparable assets; the valuation of the same Property Portfolio by experts other than those that prepared the appraisals included in the Issuer’s financial statements and any negative changes in growth trends in the property sector could lead to a different determination of fair value with a resulting possible negative impact on the operating and/or financial position of the Issuer and the Beni Stabili Group.

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RISK FACTORS It should be noted that the property market has historically experienced a cyclical trend in rents and property prices; the duration of cycles varies, but they usually last several years. The various domestic markets are characterised by different cyclical trends, which are often not in sync with each other depending on their specific economic situations and the sector. Furthermore, within individual domestic markets, price trends track the phases of the economic cycle in different ways and with differing intensity depending on the location of the properties and their characteristics.

The macroeconomic factors that have the greatest influence on property values, and that therefore cause cyclical trends, are as follows:

- interest rate trends;

- liquidity in the market and the existence of alternative profitable investments; and

- economic growth.

Low interest rates, high liquidity in the market and the lack of profitable alternative investments are usually accompanied by the growth in property values.

Economic growth, especially in the area of office properties, which is the Group’s primary area of operations, has a positive impact on demand for leased space and on the level of rents, and as a result it has a positive effect on property prices. However, it should be noted that over the medium term, economic growth normally leads to higher inflation and therefore higher interest rates, and it also makes it easier to find profitable investment alternatives. These factors contribute to a reduction in property prices.

For additional information on the Issuer’s property valuation process, see the 2013 Consolidated Financial Statements, Paragraph 4.1 of the Notes to Financial Statements, page 93, incorporated by reference in this Registration Document.

4.1.11 Risks connected with interest rate trends

Since the financial debt of the Beni Stabili Group consists of various forms of financing including loans that require the payment of interest calculated on the basis of a specific variable rate plus a spread, the operating results of the Beni Stabili Group are heavily affected by changes in interest rates.

To the extent possible, the Issuer attempts to limit risk related to a change in interest rates using hedging derivatives, and primarily interest rate swaps, which essentially convert the variable rate to a fixed rate for a specific period or for the entire term of the loan, for all or part of the amount financed.

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RISK FACTORS The following table indicates the impact on nominal interest flows net of the corresponding impact on related hedges (and therefore without taking into consideration the impact related to hedging the repurchased Imser Securitisation securities) connected with financial liabilities outstanding at 30 June 2014 and for the 6 months following 30 June 2014 as stated in a sensitivity analysis performed by assuming a possible change in interest rates of plus or minus 100 basis points as compared to those in effect on the reporting date.

30 JUNE 2014 + 100 BP - 100 BP (€/000) Changes in nominal interest on loans (2,485) 519 Changes in derivative-related spreads (without inflation) 2,266 (474) Tax impact from the above changes 40 (8) Total net operating impact (179) 37

30 JUNE 2013 + 100 BP - 100 BP (€/000) Changes in nominal interest on loans (3,981) 913 Changes in derivative-related spreads (without inflation) 3,788 (842) Tax impact from the above changes 46 (10) Total net operating impact (147) 61

On the other hand, the table below summarises the total impact that would be generated on fair values of outstanding financial derivatives on the respective reporting dates if interest rates at the end of each period were 100 basis points higher or lower than actual rates. The same table also shows the portion of this impact that would be directly allocated to equity.

30 JUNE 2014 CHANGE IN FAIR VALUE NET IMPACT OF CHANGES IN FAIR VALUE ON EQUITY (*) (€/000) + 100 BP - 100 BP + 100 BP - 100 BP Assets and liabilities for derivatives 22,689 (8,646) 22,689 (8,646) Tax effect - - (73) 26 Total 22,689 (8,646) 22,616 (8,620)

30 JUNE 2013 CHANGE IN FAIR VALUE NET IMPACT OF CHANGES IN FAIR VALUE ON EQUITY (*) (€/000) + 100 BP - 100 BP + 100 BP - 100 BP Assets and liabilities for derivatives 41,685 (32,833) 41,685 (32,833) Tax effect - - (144) 94 Total 41,685 (32,833) 41,541 (32,739) (*) With regard to the figures at 30 June 2014, if there were a 100 basis point increase or decrease in rates, €4,849 thousand would transit through the income statement since these are changes related to over-hedging portions of derivatives mainly connected with derivatives on bonds issued by Imser Securitisation 2 S.r.l. and repurchased by the Group in 2009.

The Beni Stabili Group continually monitors rate risk by performing a quarterly test to assess the effectiveness of hedging derivatives. As at 30 June 2014, the tests were completed with a positive outcome.

Although the Beni Stabili Group does not carry out purely speculative transactions or transactions that are not directly related to its debt exposure, and at 30 June 2014 derivatives covered about 96% of nominal financial exposure with an average term in line with that of debt, the protection offered by derivatives is limited over time, and as a result future changes in interest rate trends could negatively affect the future financial position and operating results of the Beni Stabili Group.

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RISK FACTORS For additional information on the Issuer’s interest rate risk management policies, see the 2013 Consolidated Financial Statements, Paragraph 3.1 of the Notes to Financial Statements, page 85, incorporated by reference in this Registration Document.

4.1.12 Risks connected with pending legal proceedings

At the Registration Document Date, as a part of its normal business activities, the Issuer and other companies of the Beni Stabili Group were parties in various legal and tax disputes. Section XX, Paragraph 20.7 “Legal proceedings and arbitration” of this Registration Document provides a brief description of the most significant legal and tax proceedings in which the Issuer is a party, and these are also covered in annual separate financial statements and interim reports.

The Beni Stabili Group also monitors the development of these disputes with the help of external consultants and sets aside the necessary sums to respond to existing disputes with regard to the degree of probability of an adverse outcome for the Group, making provision for risks – in conformity with accounting standards – for cases in which a liability is judged probable and, conversely, only highlighting potential liabilities in the notes to the financial statements where the likelihood is deemed remote and they should be taken into consideration and pointed out.

At 30 June 2014, provisions for existing civil and fiscal disputes subsequently made by the Beni Stabili Group amounted to a total of approximately €3.6 million against a total petitum of approximately €13 million for civil liability disputes and approximately €27 million (plus interest accrued and accruing during the various proceedings) for tax liability disputes. With regard to these disputes, approximately €7.5 million has already been paid awaiting judgments, recorded under receivables in the financial statements according to the extent of the defence arguments of the Company.

In addition to the above, following an appeal by the Revenue Agency against the appeal judgment favourable to the Company (under the terms set out more clearly in Section XX, Paragraph 20.7.2 “Tax disputes” of this Registration Document, which should be referred to), pending before the Court of Cassation, it is necessary to consider the judgment on the lawfulness of the notice of settlement of the registration, mortgage and land taxes relating to the acquisition by the Pension Fund for the personnel of the Banca Commerciale Italiana (“Comit Fund”) of the entire shareholding of Immobiliare Fortezza S.r.l. This notice requested the Issuer, jointly liable with the counterparty Comit Fund to the tax authority, to pay the a total amount of approximately €115 million in taxes and interest up to the date of the act (notified in 2009), bringing the total petitum of tax disputes to approximately €142 million (plus interest accrued during the proceedings) and in relation to which the original risk fund provision of €42 million set aside was released following the favourable outcome at the second instance. With regard to this dispute, it is also necessary to take into consideration that any payment obligations pertaining to the Issuer, in the case of a possible adverse outcome in the tax judgment, could only be verified and quantified at the outcome of the definition of relations, not currently defined, with the contractual counterparty equally jointly and severally liable to the Treasury, namely the Comit Fund.

It is still possible that the Beni Stabili Group may be required in the future to meet charges and payment obligations that are not covered by the provision for legal and tax disputes, or that are not sufficiently covered, with resulting adverse effects on the financial position and operating results of the Beni Stabili Group.

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RISK FACTORS Lastly, the Beni Stabili Group is also a party to several legal, civil, tax or administrative proceedings in which the relief sought has not been determined or cannot be determined at present. In any case, the Issuer does not believe that any liabilities related to the outcome of these suits will have a material impact on its operating and financial position.

4.1.13 Risks connected with the SIIQ tax treatment

The Financial Law of 2007 requires SIIQs, and therefore the Issuer, to distribute at least 85% of income from Exempt Operations in exchange for allowing the income produced by the SIIQs to be taxed only at the time income is distributed to shareholders. In this regard, however, Decree-Law 133/2014 reduced the amount of profits which the Company is required to distribute from 85% to 70%, and this decree must be converted into law by Parliament to avoid becoming invalid. For additional information on risks connected with the failure to convert Decree-Law 133/2014, see Paragraph 4.1.2 “Risks connected with maintaining the SIIQ tax treatment” in this Registration Document.

As a result of the above income distribution obligation, the Issuer may be limited in the income it is able to set aside for operations or the development with possible negative effects on the Issuer’s current and future operating and financial position.

For additional information on income distributed by the Company during the years ending 31 December 2013, 31 December 2012 and 31 December 2011, see Section XX, Paragraph 20.6 “Dividend policy” in this Registration Document.

4.1.14 Risks connected with the failure to complete property development projects

The Beni Stabili Group has invested in property-related development projects, which represented about 6% of its Property Portfolio at 30 June 2014.

At the Registration Document Date, the main development projects of the Beni Stabili Group involve the real estate development of an abandoned industrial area (the “Symbiosis Area” at Via Ortles-Via Adamello-Via Orobia in Milan, previously called “Ripamonti”) with a land area of about 74,000 m2 and owned by Sviluppo Ripamonti S.r.l. The development initiative calls for the construction of about 105,000 m2 of buildings above ground for the services sector and for production, and 15,000 m2 of parking. At 30 June 2014, the investment carrying value in the financial statements was about €142.7 million, and this was determined in accordance with the adjusted cost for impairment losses with reference to an appraisal dated 30 June 2014. Efforts to market the area are under way in advance of the beginning of construction work on all or part of the area.

Another development project of the Beni Stabili Group involves a 17,000 m2 area located in the south- eastern section of Milan (Via Schievano). At 30 June 2014, the investment carrying value in the financial statements was €30.6 million, and this was determined in accordance with the fair value reclassified to assets held for sale. This project is destined to be sold, and at the Registration Document Date there are no plans to initiate the construction phase but just to complete site clean-up work, which began in 2013 and is nearing completion.

The development projects of the Beni Stabili Group could require significant investments, and in view of the long period of time generally needed to complete them, they could become sources of income only in the distant future. In addition, the Group cannot rule out that it may be necessary in the future to take action at

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RISK FACTORS other Group properties in the form of modernisation and/or restructuring projects that could involve future investments in the Property Portfolio that have currently not been projected and are unforeseeable.

Certain risks concern the property restructuring and modernisation work itself, such as risks related to the completion of the work, the possibility that the timing of delivery will be delayed or that it will be necessary to allocate a higher budget, the risk of not obtaining (or obtaining with a delay) the necessary administrative authorisations or construction permits, and risks related to financing development projects. An improper assessment of the development opportunity, a decrease in demand for leased properties as a result of other competing properties or adverse market conditions could leave a portion of the properties involved in the development projects unlet and force the Beni Stabili Group to grant additional incentives to lessees or purchasers.

In addition, the completion of property development projects also involves risks associated with potential defaults by third parties that may be involved in these projects for various reasons and who, in general, can be adequately managed under contract by the parties. Furthermore, the Beni Stabili Group could be required to comply with obligations resulting from development agreements, which could entail additional expense obligations.

The above risk factors could cause an increase in costs related to development projects of the Beni Stabili Group or could delay or prevent the completion of certain projects and/or result in delays or the loss of revenues or invested capital. In addition, the lengthy time needed to complete current or future development projects, or the insolvency or contract defaults of contractors could have an adverse impact on the financial sustainability of the projects and make additional financing necessary.

As a result, the Beni Stabili Group is not able to guarantee that current or future development projects will not have an adverse effect on the business, operating results or financial position of the Beni Stabili Group.

For additional information regarding the Issuer’s pending and future investments, see Section V, Paragraph 5.2.2 “Pending investments” in this Registration Document.

4.1.15 Risk connected with the reliance on key executives

The success of the Beni Stabili Group relies heavily on the professional capabilities of its management group, which has significant experience in the property sector. The ability of the Beni Stabili Group to identify properties to invest in and guarantee their development is also contingent on the knowledge that its managers possess on the property market and on their experience.

The lack of the professional contribution of one or more members of the management group or other key individuals, without their appropriate replacement, could have an adverse effect on the business, financial conditions or operating results of the Beni Stabili Group. In this regard, there is no assurance that in the future the Beni Stabili Group will be able to attract and retain suitably qualified staff.

The loss of and/or failure to hire individuals meeting the necessary professional requirements could have an adverse effect on the Issuer’s ability to maintain the necessary level of know-how, and thus on the Group’s operating and financial position.

For additional information on the experience and capabilities of the Issuer’s Key Executives (as defined below), see Section XIV, Paragraph 14.1.3 “Key Executives” in this Registration Document.

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RISK FACTORS 4.2 Risk factors related to the sector in which the Issuer and the Beni Stabili Group operate

4.2.1 Risks connected with property market performance

The Italian and international property markets are cyclical in nature and rely on a number of macroeconomic variables. In particular, market supply and demand are affected by a number of factors such as general economic conditions, changes in interest rates, movements in inflation, the tax structure, liquidity in the market and the existence of alternative profitable investments.

In recent years, the Italian property market has been negatively affected by the difficult European economic situation, resulting in lower demand, a decrease in prices and a longer period necessary to close sale and lease transactions. Operating repercussions have translated into a decrease in trading transactions, an increase in unlet properties, a reduction in rents and a reduction in property values as well as a deterioration of investment market conditions.

The property market slowdown caused the Beni Stabili Group to report a net loss of €4.2 million in 2013 compared to a net loss of €15.7 million in 2012. Results for 2012 and 2013 were affected by write-downs, and especially write-downs of €83.5 million in 2012 (with a 1.89% drop in the value of assets of the Beni Stabili Group recorded in the financial statements before write-downs) and write-downs of €82.1 million in 2013 (with a 1.92% drop in the value of assets of the Beni Stabili Group recorded in the financial statements before write-downs). The write-downs in 2012 and 2013 were partly related to the negative impact from amendments introduced to the IMU tax mechanism in 2012, and, especially with respect to 2013, to the overall uncertainty and volatility in the property market that had a negative effect on the market value of certain property assets. At 30 June 2014, property write-downs were limited to about €11.9 million, but they still reflect the uncertainty and volatility of certain specific local markets.

The IMU is an annual property tax that was introduced in 2012, affecting owners and holders of property rights to properties located in Italy. The ordinary IMU rate is 0.76%, but this can be increased or decreased by 0.3% by the municipality concerned, and it is calculated on the official value of the related property recorded in the appropriate register (i.e. the “land registry value”). Pursuant to the Stability Law of 2014, which was approved by Law 147 of 27 December 2013, starting in 2014 owners of properties located in Italy are subject to a new annual tax on municipal services (called “TASI”, or “Tax on Indivisible Services”), which, under certain conditions and within certain limits, must be paid in addition to the IMU at an ordinary rate of 0.1%, which may be decreased or increased for 2014 by up to 0.25% by the municipalities concerned. However, the combined rates for the two taxes may not exceed 1.06%. Pursuant to Article 1, paragraph 1, letter a) of Decree-Law 16 of 6 March 2014, for 2014 the above-mentioned maximum limit has been increased to 1.14% under certain conditions. In addition, at the Registration Document Date, several municipalities have not yet published rates for 2014.

Therefore the Beni Stabili Group cannot rule out the need for further write-downs due to the applicable tax treatment (which could be changed again in the future) and further difficulties in the property market.

Although the Beni Stabili Group pursues an investment strategy aimed at reducing the impact of the economic cycle to a minimum, a prolonged period of economic crisis, such as the one currently under way in the Eurozone, or the occurrence of other events that have an adverse effect on property values, could have a negative impact on the financial position and operating results of the Beni Stabili Group.

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RISK FACTORS For additional information on trends in the markets in which the Group operates, see Section XII, Paragraph 12.1 “Recent trends in markets in which the Group operates” in this Registration Document.

4.2.2 Risks related to uninsurable events

The guidelines of the Beni Stabili Group and its best practices require the Group to establish and maintain appropriate insurance coverage for the Property Portfolio in keeping with market practice. In addition, the Beni Stabili Group is also required to maintain this insurance coverage in relation to properties that were mortgaged to obtain loans (which is also true for most Group assets).

To this end, the Beni Stabili Group has entered into a comprehensive annual insurance policy that covers damage to properties from fires, natural events, socio-political events and earthquakes up to an annual maximum of €200 million, with supplementary coverage up to €50 million a year or per insured loss through a supplemental insurance policy. The Beni Stabili Group also has insurance that covers liability for damage caused to third parties up to a maximum of €10.33 million, with a further insurance policy extending the coverage for such losses up to €20.33 million.

Lastly, Imser 60 is insured separately pursuant to leases entered into with Telecom Italia S.p.A. up to a maximum amount of €50 million per annum for insured damage and up to €8 million for damage caused to third parties.

The Beni Stabili Group could be exposed (or become exposed) to certain uninsured risks for which insurance coverage is generally not available, or not generally available under reasonable business conditions.

The insurance policies of the Beni Stabili Group are subject to exclusions and limits of liability in relation to the amount and type of damage. In addition, there are certain types of damage, generally of a catastrophic nature, such as damage caused by floods, hurricanes and acts of terrorism or war that may be, or may become, uninsurable, or in relation to which insurance coverage is not available under reasonable business conditions. Factors such as inflation, changes in building codes and environmental considerations could result in insurance proceeds being insufficient to repair or replace a damaged or destroyed property. If an uninsured loss, or a loss greater than the insured limits, were to occur, the Beni Stabili Group could lose the capital invested in the property and expected revenues. Lastly, the Beni Stabili Group could be required to repair damage caused by uninsured risks.

The Beni Stabili Group is not able to guarantee that its level of insurance coverage is, or will be, sufficient, nor is it able to guarantee that losses will not occur in the future that are greater than the insured limit or that any insurance proceeds will be fully collected. In the event that losses occur that are not covered by insurance, and the Beni Stabili Group is required to compensate such losses, there could be a negative impact on the business, operating results and financial position of the Beni Stabili Group.

4.2.3 Risks connected with property-related environmental issues

Although the Beni Stabili Group is performing in accordance with all essential aspects of the regulation in force, it cannot be excluded that in the future it could be required to incur expenses to verify, remove or clean up hazardous or toxic substances located in properties owned by the Beni Stabili Group or leased to it, or, during the guarantee period, in properties owned by it in the past but later sold to third parties.

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RISK FACTORS The costs related to the verification, removal or clean-up of such substances could be significant. Furthermore, the presence of such substances or the inability to remove them adequately could negatively affect the ability of the Beni Stabili Group to sell or lease the properties or use them as collateral for its loans.

Furthermore, any amendments to applicable environmental regulations could make the Issuer liable for the release of toxic substances (such as asbestos) coming from properties owned by the Beni Stabili Group into the air or water. The release of such toxic substances could also result in liability for personal injuries caused to third parties or for other reasons.

Failure to comply with, or any liability ensuing from, environmental laws and regulations in effect now or in the future, including the lack of required authorisations and licences, could result in the issuance of fines or penalties or result in other costs for the Issuer with resulting adverse effects on the operations of the Beni Stabili Group and on its financial condition and operating results. In this regard, note that at the Registration Document Date, the Beni Stabili Group was not aware of any pending claims, penalties or other court and/or administrative actions brought against it in relation to the Property Portfolio.

For additional information on environmental problems resulting from the Issuer’s operations, see Section VIII, Paragraph 8.3 “Environmental problems” in this Registration Document.

4.2.4 Risks connected with changes in laws and regulations applicable to companies of the Beni Stabili Group

The operations of the Beni Stabili Group are subject to Italian laws and regulations on construction, health, safety and urban planning at both the national and local level. Furthermore, the Group’s operations are also subject to environmental laws at the European level, applicable leasing laws, laws on transactions with the government and the specific tax rules for SIIQs. Lastly, the Group is also subject to the provisions of Legislative Decree 231/2001, which introduced liability for entities for illegal acts resulting from committing a crime.

Any future changes in the current legal and regulatory framework, including applicable tax laws, could provide for prudential requirements or result in additional investments and higher costs with resulting adverse effects on the operating results and financial condition of the Beni Stabili Group. In addition, any failure to comply with laws or regulations related to specific properties could negatively affect the value of such properties and/or result in increased costs to be incurred to remedy such breach, with adverse effects on the financial position and operating results of the Beni Stabili Group.

Any costs connected with adjusting regulations could have an adverse impact on the Issuer’s operating and financial position.

4.2.5 Risks connected with the current economic situation

The crisis, which, starting in the second half of 2007, affected the banking system and financial markets in general, resulted in tighter borrowing conditions and a reduction in liquidity with greater volatility of financial markets. Together with other factors, the crisis of the banking system and financial markets led to an economic recession in several EU countries, including Italy.

In particular, in Europe, despite measures taken by national governments, international and supranational organisations and monetary authorities to provide assistance to countries in the Eurozone in economic

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RISK FACTORS difficulty, and therefore to mitigate the possibility of defaults on the sovereign debt of several European countries, there continue to be concerns regarding the debt and/or public deficit of several Eurozone countries, including Italy, and their ability to meet future financial obligations.

It is difficult to predict the impact that measures adopted by governments and international organisations may have on the economy and banking and financial system, how long the recession will last, and the extent to which the Issuer’s business, operating results and financial position will suffer.

As a result, the Issuer’s ability to access capital markets and refinance its debt to meet the Group’s financial requirements could be adversely affected by the above factors, and the related financing costs could increase significantly with a resulting negative effect on the operating and financial position of the Beni Stabili Group.

For additional information on the potential impact of the economic and financial crisis on the Beni Stabili Group, see Section 12, Paragraph 12.1 “Recent trends in markets in which the Group operates” in this Registration Document.

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5. INFORMATION ON THE ISSUER

5.1 History and development of the Issuer

5.1.1 Issuer’s legal and business name

The Issuer’s legal and business name is Beni Stabili S.p.A. SIIQ.

5.1.2 Issuer’s place of registration and registration number

The Issuer’s tax code and registration number with the Rome Company Register is 00380210302, and its VAT No is 04962831006.

5.1.3 Issuer’s date of establishment and duration

The Issuer was established on 13 November 1940 with the name Società Anonima Commerciale Immobiliare Padovana, and in 1987 it changed its name to Beni Stabili S.p.A. In 2010, after joining the special SIIQ (Società di Investimento Immobiliare Quotata) scheme, the Company again changed its name to Beni Stabili S.p.A. SIIQ.

Pursuant to Article 4 of the Articles of association, the Issuer’s duration is until 31 December 2100, and such duration may be extended by resolution of an Extraordinary Shareholders’ Meeting.

5.1.4 Issuer’s domicile, legal form, country where established and registered office, and laws under which it operates

Beni Stabili was incorporated as a società per azioni (public limited company) and operates under Italian law. In December 2010 the Company exercised the option to access the preferential tax treatment for Società di Investimento Immobiliare Quotate (SIIQ).

The Company’s registered office is at Via Piemonte 38, Rome, and it has offices at Via Cornaggia 10, Milan, telephone number +39 (0)6-362221.

5.1.5 Important events in the Issuer’s development

The Company was established in 1940 with the name Società Anonima Commerciale Immobiliare Padovana SACIP S.p.A., at the initiative of several private investors, and since 1987 its name has been Beni Stabili S.p.A.

Following an economic and financial restructuring, in 1997 Beni Stabili fell under the control of the Italian banking group Sanpaolo IMI.

In 1999, following the property spin-off of the Sanpaolo IMI group, the new Beni Stabili was established, with absolutely no debt and a real estate portfolio of about €800 million. On 2 November of the same year, the Company’s ordinary shares were authorised for listing on the Mercato Telematico Azionario of the Milan Stock Exchange.

In July 2001, Compagnia Finanziaria d’Investimento S.p.A. (“CFI”) acquired a 29.4% stake in Beni Stabili from the previous majority shareholders, and it became its major shareholder.

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In 2004, 100% of CFI was acquired by Leonardo Finanziaria S.r.l. (“Leonardo Finanziaria”), a wholly owned subsidiary of the family of Leonardo Del Vecchio. On 6 September of the same year, after surpassing the threshold of a 30% interest in the share capital of Beni Stabili, Leonardo Finanziaria launched a mandatory tender offer promoted pursuant to Article 106 of the TUF targeting all freely negotiable shares of Beni Stabili. As a result of the mandatory tender offer, Leonardo Finanziaria acquired 34.6% of the capital of Beni Stabili.

In February 2007, the Company’s major shareholder, Dr Del Vecchio, signed an agreement with Foncière des Régions S.A. (“FdR”), one of the leading property companies in Europe listed on the Paris Stock Exchange, to transfer to the latter its 34.6% interest in the Issuer’s share capital. After ratifying the agreement, on 4 May 2007 FdR became the majority shareholder of Beni Stabili, and since it had exceeded the 30% size threshold in the Issuer’s share capital, it launched a public exchange offer for all the Company’s ordinary shares. The period for accepting the offer ending on 23 July 2007, and following its conclusion, FdR’s investment in Beni Stabili rose to 68.1% of share capital.

On 28 May 2010, FdR’s Shareholders’ Meeting approved the distribution to its shareholders of a dividend per share of €3.3 in cash plus six Beni Stabili shares for a total of €6.9 per share. This distribution of the Issuer’s shares, and the private placement of additional Beni Stabili shares held by FdR and the Issuer itself, were key phases leading to the Company obtaining the tax transparency mechanism for SIIQs since it increased freely negotiable shares and reduced FdR’s direct investment from 68.1% to about 50.86% of the Issuer’s share capital. On 9 June 2010 the Issuer’s ordinary shares were authorised for listing on the NYSE Euronext in Paris.

In December 2010 Beni Stabili exercised the option to access the SIIQ scheme for itself and for the subsidiaries Imser 60 S.p.A., New Mall S.p.A. and Riqualificazione Grande Distribuzione S.p.A. effective 1 January 2011. Inter alia, this scheme has the following provisions: (i) the ability to adopt, under certain circumstances, a specific taxation system pursuant to which income is taxable only when distributed to shareholders, thereby inverting the tax principle that tends to tax income when produced by a company, and (ii) the obligation of SIIQs to distribute, every year, at least 85% of net income from Exempt Operations to shareholders, currently 70% following the entry into force of Decree-Law 133/2014 (for the entry into force of Decree-Law 133/2014, also see Section IV, Paragraph 4.1.1 of this Registration Document).

Below is a list of the most significant property transactions for the Company’s development and the growth of its real estate portfolio:

- In 2000, Beni Stabili purchased a portion of the real estate portfolio of Telecom Italia S.p.A. (for a total of about €2.9 billion), which was then transferred to a newly established company called Imser S.p.A. (currently called Imser 60), 45% of which was held by Beni Stabili. At the beginning of 2001, Imser S.p.A. was, in turn, spun-off into two separate companies: (i) the first, controlled by Beni Stabili (60%) and Telecom Italia S.p.A. (40%), kept the name of Imser S.p.A. and was included in the strategic portfolio of the Beni Stabili Group; and (ii) the second, called Telemaco Immobiliare S.p.A., owned 45% by Beni Stabili, 15% by Lehman Brothers Holdings Inc. and 40% by Telecom Italia S.p.A., was included in the trading portfolio of the Beni Stabili Group;

- In December 2002 Beni Stabili purchased six properties from the portfolio of Banca Intesa for a total of €400 million, of which properties valued at €300 million were included in the Issuer’s strategic portfolio and were not designated to be sold in the short term;

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- In 2003, in a joint venture with Banca Intesa, Beni Stabili purchased a further 45 properties in the Banca Intesa portfolio for about €290 million, to be upgraded/disposed of in the short term;

- At the beginning of 2004, Beni Stabili purchased eight properties used as stores from the Prada Group with a value of about €130 million. The portfolio included seven stores (two in Italy, two in Paris and three in the US) and the Prada registered office in Milan. Both the foreign stores and Prada registered office were sold in 2010 and 2014 respectively;

- Also in 2004, Beni Stabili purchased from Ferrovie Real Estate S.p.A. the management property complex located at the Garibaldi station in Milan valued at about €113 million. The two towers and shopping area were completely remodelled between 2008 and 2013 at an additional investment of about €127 million;

- In 2005 Beni Stabili finalised the purchase of a portfolio of eight properties from the Fiat Group totalling about €186 million. A portion of the portfolio (four properties) was leased back to the Fiat Group, while the remainder was restructured and designated for upgrading. The portion to be upgraded was purchased through a joint venture with GEFIM, a company of the Ponchia family. In 2010 GEFIM purchased the portion of the joint venture held by Beni Stabili, while at the same time the Company bought a property in Turin for about €30 million, the upgrading of which had already been completed by the joint venture;

- In April 2006 Beni Stabili was the winning bidder in a tender to purchase the portfolio of the Comit Fund for about €1,100 million. About 75% of the portfolio was leased in Milan, and 80% was designated for the service sector;

- In 2007 Beni Stabili was the winning bidder in a tender to purchase the portfolio of the FIP 1 fund, consisting of 20 properties valued at about €180 million. The properties are for services and were leased to the Public Property Agency;

- In 2007 Immobiliare Grande Distribuzione SIIQ S.p.A. (“IGD”) and Beni Stabili established a 50-50 joint venture called RGD Riqualificazione Grande Distribuzione (“RGD”) aimed at purchasing and upgrading several existing shopping centres. Later in 2010 Beni Stabili and IGD, by joint agreement, decided to break up the RGD joint venture. The breakup was accomplished with Beni Stabili purchasing the portion of RGD held by IGD. Following this purchase, 50% of the value of the real estate portfolio of RGD related to the Beinasco and Nerviano shopping centres flowed to the real estate portfolio of the Beni Stabili Group, while 50% of the undivided ownership of the Ferrara shopping centre was later transferred to IGD and will continue to be managed jointly;

- In 2007 a joint venture was also established with the company Greenway Costruzioni, in which Beni Stabili held an 80% interest. In the same year the joint venture, which aimed was to purchase and develop buildable areas for the service sector in Lombardy, purchased about 47,000 m2 of the “Symbiosis” area bounded by Via Orles, Via Orobia and Via Vezza D’Oglio in Milan, for consideration totalling about €56 million. In 2013, Beni Stabili expanded and completed the purchase of an additional area of about 28,000 m2 by purchasing the related equity investment from the Lagare Group;

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- In 2010 Beni Stabili launched a joint venture called Beni Stabili Retail S.r.l., in which it holds 55% of share capital, together with Giuglielmo Tabacchi’s Real Estate Services, which holds the remaining 45%. The goal of this joint venture is to purchase, restructure, repurpose and lease properties designated for retail sales located in the “high street retail” areas of major Italian cities, to be leased to leading operators and retail chains;

- In June 2012 Beni Stabili sold a portion of the shares of Beni Stabili Property Service S.p.A., a Group company specialising in the management of real estate portfolios through property management and advisory activities, to Banca Finnat Euramerica S.p.A. and Regia S.r.l., creating a partnership for the development of the above property services. At the beginning of 2013, the joint venture was expanded to include Fondazione Cassa di Risparmio di Torino. Following the above transactions, the equity investment held by Beni Stabili in the property service company dropped to 37%;

- In November 2013, Beni Stabili, together with Gabetti Property Solution, established a joint venture called “NPLs RE_Solution” in order to develop the advisory services area and the management and recovery of impaired loans backed by property collateral in light of the service market’s growing need for services of this type following the increase in foreclosures and court sales backed by properties.

With regard to the financial standpoint, the Company has pursued a policy of diversification of the sources of financing over the years.

In particular, in 2002 the portfolio leased to Telecom Italia S.p.A. was refinanced, and the related debt of €1,168 million was securitised with the issuance of securities listed on the Dublin Stock Exchange. In addition to ordinary and refinanced bank loans associated with owned properties, starting in 2006 Beni Stabili began to expand its sources of financing to the equity-linked and debt capital markets through the issuance of a convertible bond of €476.5 million with a coupon of 2.5%. This instrument, with a term of five years, was offered as an option to shareholders and listed on the Luxembourg Stock Exchange. In 2010 the Company issued a new convertible bond of €225 million with a coupon of 3.875% to be used to repay the unconverted portion of the 2006-2011 bond. At the beginning of 2013, Beni Stabili issued a new convertible bond of €225 million to be used to refinance several maturities from 2014 to 2015 with a coupon of 3.375%. In October of the same year, it took advantage of an especially favourable market by issuing a new convertible bond in the amount of €270 million with a coupon of 2.625% in order to refinance the 2010-2015 convertible bond (partly through the repurchase of the bonds themselves, and partly through repayment at maturity).

In 2014 Beni Stabili expanded its presence in the debt capital market through the issuance of a senior unsecured bond totalling €350 million with a coupon of 4.125% and maturing in 2018 in order to refinance several mortgage loans maturing from 2014 to 2015. The placement was designated for institutional investors, and the instrument was listed on the Luxembourg Stock Exchange. Lastly, in March 2014 the Company issued a similar instrument totalling €250 million through a private placement listed on the Dublin Stock Exchange, with a coupon of 3.5% and maturing in 2019.

With the above transactions, Beni Stabili not only diversified its sources of financing over the years by accessing the share and bond market, but also significantly changed the structure of sources of financing moving from a position of unsecured debt representing 20% of the total in 2011 to 51% in June 2014.

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5.1.5.1 Beni Stabili Gestioni SGR merger transaction

In the current year, Beni Stabili Gestioni SGR, Investire Immobiliare SGR S.p.A. and Polaris Real Estate SGR S.p.A. (hereinafter jointly, the “SGRs”) initiated a merger process aimed at creating a leading national operator in the property management sector.

The merger of the SGRs, which is still subject to the advance approval of the supervisory authority and the fulfilment of the other conditions precedent indicated in the merger plan, is aimed at (i) strengthening their market position thereby allowing the company resulting from the merger of the SGRs (hereinafter, the “Company Resulting from the Merger”) to have a reputation as the leading independent market operator, (ii) focusing initiatives and commercial and financial programmes solely on the Company Resulting from the Merger, (iii) reaping the benefits that will be created in terms of synergies and economies of scale, and (iv) transferring the best practices developed by each of the SGRs to the Company Resulting from the Merger.

After the transaction is completed (scheduled for 31 December 2014 with effect for tax and accounting purposes as from 1 January 2015), the Company Resulting from the Merger will have 30 funds under management corresponding to property assets managed of €6.5 billion, and it will be under the control of Banca Finnat Euramerica S.p.A. with an interest of 50.16%. On the other hand, Beni Stabili will hold an interest of 17.90%.

In May 2014 the SGRs and respective shareholders signed a letter of intent in which they agreed to the principles that will serve as a foundation for the merger. Later, in June 2014, the Boards of Directors of the SGRs approved the merger plan pursuant to Article 2501-ter of the Civil Code.

In July 2014 Beni Stabili signed a draft shareholders’ agreement with Banca Finnat Euramerica S.p.A., Regia S.r.l., Fondazione Cariplo, Cassa Italiana di Previdenza e Assistenza dei Geometri and Fondazione Cassa di Risparmio di Forlì concerning governance and the ownership structure of the company resulting from the merger.

The removal of Beni Stabili Gestioni SGR from consolidation will result in a reduction of the Group’s revenues and its net profits from asset management activities (equal to 5.51% (without including income from property sales) and 0.64% respectively of the Group’s revenues and net profits). However, following the transaction, the Group will hold a related investment in the Company Resulting from the Merger, and as a result, it will report the results achieved by the latter in its financial statements on a pro-rata basis.

5.1.5.2 Early repayment of the ImSer Portfolio loan

On 26 June 2014, the Board of Directors of Beni Stabili approved the early repayment of the loan related to the portfolio of properties leased to Telecom Italia S.p.A. resulting from the transaction completed in 2000 and covered by a loan, which was subsequently securitised in 2002.

The ImSer Portfolio was purchased in 2000 for €2.9 billion following a sale and leaseback transaction with Telecom Italia S.p.A. (with a double-net Lease Payment with a 21-year term renewable for a further six years, starting in 2000). Following the sale of “non-strategic” properties and the spin-off of the portfolio partly to Telecom Italia S.p.A. and partly to Beni Stabili, the portfolio owned by the latter was reduced in 2002 to €1.6 billion for 228 properties.

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The financing of the ImSer Portfolio was structured in 2002 in the original amount of €1.168 billion corresponding to leverage of 73%, and consisted of fixed-rate and variable-rate bonds, most of which were listed on the Dublin Stock Exchange. The securitisation was then refinanced in 2006 in order to improve its borrowing cost.

Starting in 2008, Beni Stabili initiated a programme to sell properties leased to Telecom Italia S.p.A. on an asset-by-asset basis in order to pursue its goal to reduce the concentration of risk to a single tenant, which currently represents about 53% of the Company’s total rents. In addition, in 2009 Beni Stabili repurchased several bonds in the market totalling about €99 million at 30 June 2014, and it financed these purchases with bank debt, which at 30 June 2014 totalled about €44 million. The bond repurchase transaction and property sales accelerated the debt repayment process, which already had a quarterly amortisation schedule, with the result of reducing leverage on the portfolio to about 30% (about €551.6 million in remaining nominal debt at 30 June 2014, and €452 million net of the bonds repurchased).

In addition, the debt repayment process resulted in less costly bonds being repaid, thereby increasing the percentage of the more costly bonds and increasing the average cost of actual financial charges for the loan concerned, which, at 30 June 2014, was 6.9% including interest rate hedging instruments and before contractual step-ups which call for the doubling the margins of several variable-rate notes starting on 18 June 2015. Maintaining the securitisation requires additional insurance and security costs and costs to protect against inflation risk, which increase the overall cost of the loan on an annual basis by a further 2.0%.

Based on the above, and given the fact that at a time when the financial market appears to be particularly active and moving in the right direction, the Company identified the necessary sources of financing to meet the conditions for the early repayment of the ImSer Portfolio loan at favourable conditions, in order to optimise its financial structure and significantly increasing the generation of recurring cash. The securitisation of the ImSer Portfolio was repaid in advance on 18 September 2014 on the occasion of the ordinary bond payment date. The early termination of the instruments used to hedge against interest rate and inflation, on the other hand, took place on 16 September 2014. The overall outlay for the early repayment of the securitisation was €655.8 million, net of bonds held by the Beni Stabili Group and including estimated termination and refinancing costs.

The nominal amount of bonds repaid on the scheduled date was €448 million, net of the repurchased bonds. In addition, the redemption of the bonds repurchased by Beni Stabili in 2009 involves the repayment of two loans obtained to purchase the bonds held in the Company’s portfolio, which at the repayment date totalled €43 million.

The termination and refinancing costs incurred at the repayment date are equal to €164.8 million and include:

- €85.7 million paid on 16 September 2014 related to the fair value of derivatives used to hedge the interest rate on the variable notes and inflation on leases

- €62.1 million paid on 18 September 2014 required contractually, for the early settlement of fixed- rate notes and future compensation to the controlling party of the securitisation;

- €5.7 million by way of other costs related to the early payment of other ancillary costs of the securitisation also paid on 18 September 2014; and

55 Registration Document – Beni Stabili S.p.A. SIIQ

- €11.3 million which includes fees and taxes on new loans as well as other transaction costs.

The financial requirements described above will be funded out of new bank loans totalling €500 million, through a paid-in capital increase of up to €150 million (including any share premium) (the “Capital Increase”) and using cash resources of the Company totalling €5.8 million.

The structure of the transaction in its entirety is shown in the following graph:

6-year bank 656 mortgage loan2

300 Securitization notes, net of the portion bought back in 2009 448 2-year bank unsecured corporate loan2

200 Pre-underwritten Other debt, funding by Foncière des Régions

the buyback of the and by banks 43 securitization notes (cash funding before completion secured through a bank bridge to capital increase)

Unwinding 154  + costs 150 11

Overall refinancing need 6-year mortgage loan 2-year unsecured loan Capital increase (including unwinding costs)

1Unwinding costs on the basis of closing as at 18 September 2014 2All-in cost of new financings estimated at 2.3%

In particular:

- €300 million was provided by a loan backed by a mortgage on properties (leverage of about 50%) with a term of six years. Hedging instruments were applied in relation to this loan totalling €150 million in order to protect it from interest rate fluctuations or limit such risk (interest rate swap). The drawdown for this loan occurred on 10 September 2014;

- €200 million will be raised with an unsecured loan with a term of two years and an average margin of 208 basis points over 3-month Euribor. The drawdown for this loan occurred on 10 September 2014; and

- in addition, since the date schedule for the repayment occurs before the closing of the Capital Increase (the latter is currently scheduled for the end of October), a bridge loan has been negotiated in the amount of €150 million with a maximum term until 31 December 2014 and a spread of 150 basis points over 3-month Euribor. The drawdown for this loan occurred on 10 September 2014.

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5.2 Investments

5.2.1 Investments made over the last three years

Over the three-year period from 2011-2013 and the first half of 2014, Beni Stabili made investments totalling €360.5 million, mainly for property purchases and for the restructuring and development of existing properties.

The following table summarises investments made by type and reporting year.

(€/000) 30 JUNE 2014 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 Purchases of properties and development areas (*) - 45,834 11,418 110,020 Property restructuring and development 15,492 37,162 68,360 64,133 TOTAL PROPERTY INVESTMENTS 15,492 82,996 79,778 174,153

Purchases of other tangible operating assets 53 84 110 479 Purchases of intangible assets 56 13 126 110 Equity investments - 60 103 65 Investments in property fund units - 6,801 - - TOTAL OTHER INVESTMENTS 109 6,958 339 654

TOTAL INVESTMENTS 15,601 89,954 80,117 174,807 (*) Includes price adjustments to investments made in previous years or made through the purchase of consolidated equity investments.

In the first half of 2014, a total of €15.5 million in property investments was made mainly for projects to develop or restructure several properties in the portfolio. In particular, the restructuring of the properties located on Via San Nicolao in Milan continued and is being finalised; in the first half of 2014 work on this project totalled €7.0 million. Work also continued at the project on Via dell’Arte in Rome, as did the preliminary work on the Symbiosis area in Milan.

In 2013 Beni Stabili invested €45.8 million in purchases consisting primarily of the purchase of an additional portion (bringing it to completion) of the Symbiosis area through the purchase of the equity investment related to the Lagare Group. The Company also invested about €37 million in restructuring and reclamation work. In particular, (i) about €8.5 million was spent to complete the restructuring of the property at Piazza San Fedele in Milan; (ii) €6.4 million for the completion of the last building (Building C) of the Garibaldi complex in Milan; (iii) €2.7 million to continue work on the property on Via dell’Arte in Rome; and (iv) €4 million for the restructuring of the property on Via San Nicolao in Milan.

In 2012 Beni Stabili purchased two retail properties in Milan and Pisa for €5.2 million and €5.3 million respectively, in addition to ancillary costs. Work-related costs mainly refer to two projects, one on Via Lugaro in Turin and the other in Milan (the Garibaldi complex). The project in Turin (Via Lugaro) was completed in 2012 at a cost of about €20.7 million. With regard to the Milan complex (Garibaldi), work was carried out to complete the restructuring of one of the two towers and ancillary space and the related technical activities for about €35 million. Work also proceeded at the Symbiosis area to complete the site clean-up, for a total of €1.8 million in 2012.

In 2011 purchases of €110 million were completed. In particular: (i) two office properties were purchased in Milan (for a consideration of about €25 million each in addition to taxes and ancillary costs); (ii) two retail properties located in Milan were purchased for €21 million (in addition to taxes and ancillary costs); and (iii)

57 Registration Document – Beni Stabili S.p.A. SIIQ a shopping centre was purchased in Vigevano for about €39.8 million (in addition to taxes and ancillary costs and before the price adjustment estimated to be €3.5 million). In addition, during the year an agreement was finalised that calls for a price adjustment of about €7.9 million for the property on Via Scarsellini in Milan.

During the three-year period from 2011-2013 and in the first half of 2014, no other significant investments were made in tangible, intangible or financial assets or securities with the exception of the investment made at the end of 2013 in the Securis Real Estate fund managed by Beni Stabili Gestioni SGR S.p.A. in exchange for the contribution of a parcel of properties.

5.2.2 Pending investments

The Company has delivered the property located at Via San Nicolao, Milan to the tenant Luxottica S.p.A., with which a lease was entered into taking effect on 1 August 2014. During the months of July and August of the current year, work was completed on the property for a total amount of €4.5 million. The tenant has also requested to customise the property in the following months (for an additional cost estimated at about €1 million).

In addition, Beni Stabili is proceeding on the project to upgrade the Symbiosis area, for which project completion costs are projected to be about €209 million by 2019. However, building construction is subject to approval of the new project master plan, which is currently being revised, and the marketing of a portion of the buildings. Furthermore, site development work will be completed by 2018 and will involve an outlay of about €38 million.

The above-mentioned investments are not financed by the Issuer with specific loans, but by making recourse to general financial means available to it for the conduct of the activity.

5.2.3 Future investments

Subject to the description in Paragraph 5.2.2 above, although there has been no mention of future investment plans, as a part of its ordinary operations the Company will continue to maintain and enhance its existing Property Portfolio, although it has not scheduled any new development projects.

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6. BUSINESS OVERVIEW

6.1 Core business

6.1.1 Core business of Beni Stabili

Beni Stabili, which has been listed on the Milan Stock Exchange since 1999 and the Paris Stock Exchange since 2010, has, for over 100 years, been one of the leading management and property service companies in Italy, with a real estate portfolio that is mainly invested in the office and retail sector and consists of properties located in the major cities in northern and central Italy.

The business of the Beni Stabili Group mainly consists of managing and developing the owned Property Portfolio and managing property funds on behalf of third parties through the subsidiary Beni Stabili Gestioni SGR.

The Issuer’s businesses can be summarised as follows:

- property management and leasing, which accounts for most (90%) of the Group’s revenues, in order to enhance the owned Property Portfolio over the medium and long term by marketing unlet space and managing existing leases with the aim of optimising the return of properties in the portfolio, or those being upgraded or built;

- property development, mainly in relation to the owned Property Portfolio for office use with the aim of creating a new income-producing product for the Company and focusing on the use of innovative and environmentally sustainable materials and techniques;

- property purchases and sales with the aim of optimising the enhancement of the non-Core portfolio through the sale of non-strategic assets;

- administrative and technical property services provided to the Beni Stabili Group and third parties and carried out through Beni Stabili Property Services S.p.A., in which the Issuer holds a 37% interest in share capital.

- fund management services carried out through Beni Stabili Gestioni SGR (in which Beni Stabili holds a 75% interest in share capital), which promotes and manages Italian property investment funds that target both retail and professional investors, and may also be of a speculative nature. Note that Beni Stabili Gestioni SGR was the subject of the transaction to merge the SGRs (for additional information on this transaction, see Section V, Paragraph 5.1.5.1 “Transaction to Merge Beni Stabili Gestioni SGR”).

6.1.2 Description of Property Portfolio

The Property Portfolio of the Beni Stabili Group is broken down into the following categories:

- the “Core” portfolio, which includes high-quality properties, most of which are in major cities in northern and central Italy and leased to prominent companies and financial institutions with medium- to long-term leases;

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- the “Development” portfolio, which includes assets to be restructured, upgraded and developed, with the main focus on the market’s office segment, and with the aim of developing properties for the Company that are to be leased; and

- the “Dynamic” portfolio, which is actively managed in order to be enhanced through leasing, development and sales.

The following tables delineate changes in the Property Portfolio using book values recorded according to IAS. The portfolio is broken down for management purposes by intended strategic use, main intended use and key cities.

(€/million) (*) 30 JUNE 2014 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 Office 3,553.5 3,625.4 3,773.1 3,826.7 Commercial 370.5 370.1 379.3 407.0 Other 163.8 161.7 117.0 107.3 Total 4,087.8 4,157.2 4,269.4 4,341.0 (*) The Property Portfolio is reclassified according to management parameters.

(€/million) 30 JUNE 2014 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 Milan 1,982.6 2,019.6 2,001.8 1,971.2 Rome 349.7 345.6 379.8 398.3 Other 1,755.5 1,792.0 1,887.8 1,971.5 Total 4,087.8 4,157.2 4,269.4 4,341.0

At 31 December 2013 the market value of the Property Portfolio was €4,157.0 million, compared to an IAS value of €4,157.2 million.

At 31 December 2012 the market value of the Property Portfolio was €4,272.5 million, compared to an IAS value of €4,269.4 million.

At 31 December 2011 the market value of the Property Portfolio was €4,346.5 million, compared to an IAS value of €4,341.0 million.

At 30 June 2014 the overall market value of the Property Portfolio was €4,088.1 million, compared to a book value per IAS of €4,087.8 million.

60 The following table summarises key information on the three management categories at 30 June 2014:

NUMBER OF GROSS LEASABLE CARRYING CARRYING MARKET VALUE ANNUAL RENT GROSS RETURN TOPPED-UP OCCUPANCY 2 PROPERTIES SPACE (M VALUE (€/000) VALUE AS A % (€/000) (€/000) AS A % OF YIELD (%) RATE (%) EXCLUDING OF TOTAL MARKET VALUE LAND) PORTFOLIO Core Portfolio 216 1,722,849 3,664,196 89.6% 3,664,188 219,443 6.0% 6.1% 95.6% Development 3 11,705 270,000 6.6% 270,000 - - - - Portfolio (*) Registration Document –BeniStabili S.p.A. SIIQ Dynamic 39 131,934 153,647 3.8% 153,928 2,216 1.4% - 19.5% Portfolio (*) Gross leasable space in the Development Portfolio refers to the actual status of existing properties before the beginning of upgrading work. 61 Registration Document – Beni Stabili S.p.A. SIIQ

Core Portfolio

This portfolio includes high quality properties, most of which are leased, with medium- to long-term leases and prominent tenants. The strategy defined in relation to the Core Portfolio consists of management over the medium to long term aimed at strengthening relationships with current tenants and developing future opportunities. The main activity related to these properties is to optimise the leasing situation with the aim of achieving full occupancy with rents at market levels.

At 30 June 2014 the Core Portfolio consisted of 216 properties, mainly used for offices, with a total carrying value of €3,664.2 million representing 89.6% of the entire Property Portfolio of the Beni Stabili Group.

Office Space (1) 91% Commercial space

(1) Offices also include the hotel in Milano on Corso Matteotti.

Changes in the book value of the Core Portfolio during the first half of 2014 are summarised in the following table:

(€/000) INVESTMENT OPERATING ASSETS HELD FOR TOTAL CORE PROPERTIES PROPERTIES SALE PORTFOLIO Balance as at 31 December 2013 3,548,865 19,195 145,795 3,713,855 Capex 2,141 62 - 2,203 Sales (60,420) - (19,278) (79,698) Depreciation - (309) - (309) Reclassifications (*) 29,051 - 3,150 32,201 Balance at 30 June 2014 before valuation 3,519,637 18,948 129,667 3,668,252 of real estate portfolio Net write-ups/(write-downs) (3,506) - (550) (4,056) Balance as at 30 June 2014 3,516,131 18,948 129,117 3,664,196 (*) Reclassifications refer to the reclassification of the book value of the property located on Via dell’Arte in Rome from the “Properties under development” portfolio to the “Investment properties” category after the substantial completion of the related development activities and delivery to the tenant.

At 30 June 2014, the occupancy rate of the Core Portfolio, the total leasable space of which is 1,722,849 m2, was 95.6%; annual rents were €219.4 million corresponding to a gross return on market value of 6.0% (6.1% topped up, i.e. once operational). The remaining average term of the above leases is 6.7 years.

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At 30 June 2014 the key tenants were as follows:

53% Telecom Italia Intesa San Paolo 9%

Maire Tecnimont

Government Agencies 7% Boscolo Group 4% Coin 3% Other 1%

23%

In terms of geographic location, about 54.4% of the value of these properties is concentrated in Milan (45.2%) and Rome (9.2%).

9% Rome 76% North 45% Milan 6% Turin 5% Naples 2% Bologna

33% Other cities 13% Central Italy 11% Southern Italy and islands

Below is a description of the restructuring activities on properties in the Core Portfolio:

. Piazza San Fedele, Milan. The upgrade that involved a portion of the property (4,281 m2 for office and residential use out of a total of 5,624 m2) and the completion of new systems, finishes and doors and windows is being completed. Energy efficiency improvements will move the building to Class B. Completion is scheduled for the third quarter of 2014. In terms of leasing, as at the Registration Document Date, leases or preliminary agreements on the portion being upgraded totalling €2.8 million per annum have been executed covering an area equal to 100% of the above portion.

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Development Portfolio

This portfolio includes properties and/or areas to be restructured, transformed or developed. The strategy for this portfolio entails the development of properties and/or portfolios of properties used mainly for services and commercial purposes that are primarily to be leased. The Development Portfolio is one of the development pipelines for the Core Portfolio. The main activity related to the above properties is construction/transformation as a part of a well-defined enhancement strategy. At 31 December 2013, this management category included three development projects with a carrying value of €270 million representing 6.6% of the entire Property Portfolio of the Beni Stabili Group.

Changes in the book value of the Development Portfolio during the year are summarised in the following table:

(€/000) PROPERTIES UNDER PROPERTIES HELD FOR DEVELOPMENT DEVELOPMENT SALE PORTFOLIO Balance as at 31 December 2013 258,300 29,933 288,233 Capex 19,393 577 19,970 Reclassifications (*) (32,201) - (32,201) Balance at 30 June 2014 before valuation of real 245,492 30,510 276,002 estate portfolio Net write-ups/(write-downs) (6,092) 90 (6,002) Balance as at 30 June 2014 239,400 30,600 270,000 (*) Reclassifications refer to the reclassification of the book value of the property located on Via dell’Arte in Rome from the Development Portfolio to the “Investment properties” portfolio in the Core category, after the substantial completion of the related development work and delivery to the tenant.

Pending development projects are as follows:

. Via San Nicolao, Milan. In 2013 work was initiated to enhance the entire building (10,100 m2 of office or commercial space and 1,600 m2 of warehouses and parking). The upgrade is based on a sustainable approach following the Green Rating protocol and through pre-certifications. The replacement of the exterior covering and the refurbishment of finishes and systems will make it possible to optimise the building’s energy performance, allowing it to return to energy class A. Work will be completed in the second half of 2014. During the second quarter of 2014 a lease was signed for rent of €5,400 thousand per annum for the entire property once operational;

. Symbiosis Project (bounded by Via Ortles, Via Adamello and Via Orobia in Milan). The project entails the property development of an abandoned industrial area with a land area of about 74,000 m2 and owned by Sviluppo Ripamonti S.r.l. The development initiative calls for the construction of about 105,000 m2 of buildings above ground for services and the production sector and 15,000 m2 of parking. During the second half of 2014 a new master plan was submitted to the appropriate municipal offices entailing the change of the contours of the buildings, leaving the overall buildable volume unchanged. Site clean-up has been completed, and buildings in the first lot are being designed in accordance with the Green Building approach that requires LEED pre-certifications. The plan for site development work has been completed, the related building permit issued by the Municipality of Milan has been obtained and the assignment of work to contractors is under way. A request for the issuance of the building permit for sub-basements in the first lot has also been submitted. The marketing of the complex is moving forward at the same time;

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. Via Schievano area in Milan. The project involves a land area of 17,000 m2, 80% of which is held through the joint venture Beni Stabili Development Milano Greenway S.p.A. (in which the Beni Stabili Group holds an 80% interest). Planning for site development works has been completed, and the building permit is in the process of being issued by the Municipality of Milan. The site clean-up, which began in 2013, is scheduled to be completed in the second half of 2014. The development initiative is to be sold, and therefore is reclassified under “properties held for sale.”

During the first half of 2014, the enhancement plan for the property on Via dell’Arte in Rome was largely completed, and it was then reclassified under the Core Portfolio. The upgrading entailed the replacement of the exterior covering and the refurbishing of finishes and systems that resulted in an improvement in the energy class (B). At present, leases or preliminary agreements have been executed for rents of about €1,600 thousand per annum for an area equal to about 80% of the entire building, and they will go into effect by the end of the year.

Dynamic Portfolio

This portfolio includes properties for which the strategy requires their active management in order to optimise their value, including through re-leasing and restructuring approaches, for subsequent sale. At 30 June 2014, the Dynamic Portfolio included 39 properties with a total carrying value of €153.6 million, representing about 3.8% of the entire Property Portfolio of the Beni Stabili Group.

Changes in the book value of the Dynamic Portfolio during the first half of 2014 are summarised in the following table:

(€/000) ASSETS HELD TRADING PROPERTIES INVESTMENT TOTAL DYNAMIC FOR SALE PROPERTIES PORTFOLIO Balance as at 31 December 2013 19,990 72,647 62,450 155,087 Sales - (92) - (92) Capex - 174 307 481 Reclassifications (*) 950 - (950) - Balance at 30 June 2014 before valuation 20,940 72,729 61,807 155,476 of real estate portfolio Net write-ups/(write-downs) (300) (282) (1,247) (1,829) Balance as at 30 June 2014 20,640 72,447 60,560 153,647

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6.1.3 Description of fund management services

Beni Stabili manages property funds through the subsidiary Beni Stabili Gestioni SGR (in which Beni Stabili holds an interest of 75% of share capital; this company is currently being merged with two other leading SGRs, as a result of which Beni Stabili will hold an interest of about 18% in the new entity), which promotes and manages Italian property investment funds including both retail funds and funds reserved for institutional investors, including of a speculative nature, for a total of 15 property funds at the Registration Document Date for total assets under management (AUM)1 of €1,775 million and an NAV2 totalling €1,277 million broken down as shown in the following table:

FUND START-UP OF OPERATIONS AUM NAV FUND EXPIRY DATE (€/million) (€/million) Ordinary listed funds Securfondo (*) 1999 117 130 2017 Immobilium 2002 99 110 2017 IRS 2003 135 119 2016 Ordinary funds IREF 2004 190 94 2015 Melograno 2007 106 76 2027 Vesta 2007 101 54 2015 Crono 2008 172 112 2038 Securis Real Estate 2008 220 225 2038 Veneto Casa 2009 29 50 2035 Spazio Sanità 2011 46 28 2026 F.I.L. 2012 10 12 2042 Securis Real Estate II 2013 146 152 2043 HS Cascina Merlata 2013 67 33 2038 Speculative funds H1 (*) 2007 103 11 2020 HB 2010 234 71 2022 Total 1,775 1,277 (*) The AUM includes the value of properties held by subsidiaries.

In the first half of 2014, contributions of properties arising from terminated leases were made in the amounts of €21 million and €44 million respectively for the Securis Real Estate and Securis Real Estate II funds.

The addition of new subscribers was also completed for the Spazio Sanità fund, which targets investments in assisted living housing, with the subscription of newly issued units by a social security agency in the amount of €25 million (of which €4.5 million was paid up at 30 June 2014).

With regard to fund management activities, a transaction is currently under way to absorb Beni Stabili Gestioni SGR, Investire Immobiliare SGR S.p.A. and Polaris Real Estate SGR S.p.A., and once completed this will involve removing Beni Stabili Gestioni SGR from the Group’s consolidation. For additional information on this transaction, see Section V, Paragraph 5.1.5.1 “Beni Stabili Gestioni SGR merger transaction”.

1 Amounts as at 31 December 2013 adjusted for transactions during the half-year to take into account: (i) the value of contributions net of sales for the Securis Real Estate and Securis Real Estate II funds; (ii) the value of sales for the Vesta fund; and (iii) the capitalisation amounts related to the initiative’s development activities for the Cascina Merlata fund. 2 Amounts as at 31 December 2013 adjusted for the value of contributions made during the half-year and units paid up for Spazio Sanità during the period for the Securis Real Estate and Securis Real Estate II funds.

66 Registration Document – Beni Stabili S.p.A. SIIQ

6.1.4 Description of property service activities

Beni Stabili provides property service activities through the joint venture Beni Stabili Property Service S.p.A., established by the Company with Banca Finnat Euroamerica S.p.A., Regia S.r.l. and Fondazione Cassa di Risparmio di Torino and which provides property services on behalf of companies and property funds as well as institutional clients, including the Beni Stabili Group for the entire Property Portfolio. Services performed include administrative, facility and engineering activities to support the preservation/enhancement of the real estate portfolio assigned for management.

Beni Stabili Property Service S.p.A. was created in 2010 out of the transfer of a division of Beni Stabili, has gradually added new shareholders and is currently 37% owned by BS 7 S.r.l. (a wholly owned subsidiary of Beni Stabili).

The company manages a portfolio of €8.7 billion (assets under management) located throughout Italy. The assets under management are diversified by type with a particular emphasis on management, retail and distressed assets.

6.2 Key markets

6.2.1 Introduction

Beni Stabili operates exclusively in the property sector in Italy, and mainly in the Milan and Rome metropolitan areas. In 2013 the Italian market of institutional investments in non-residential properties totalled about €4.8 billion, and as a percentage of the total invested in Europe it rose from 1.4% to 3.1%. In the fourth quarter of 2013, €1.8 billion was invested, an increase of 265% over the fourth quarter of 2012, and an increase of 111% over the third quarter of 2013. At year-end the percentage of foreign capital was very high at about 72% of the total invested in Italy. Average transaction size in 2013 was around €63 million, more than double the €31 million in the previous year. This confirms the greater propensity of foreigners to invest in large transactions and the greater difficulty of domestic operators to act at this time in the market. With regard to key markets, investments totalling €525 million were made in Milan in the fourth quarter of 2013, exceeding the €469 million invested through all of 2012. In the fourth quarter, the amount of new spaces leased for office use (the “Absorption Volume”) was around 105,000 m2, bringing the annual total to 233,000 m2. Due to the good results for the quarter, the gross Absorption Volume in 2013 was down by just 6% compared to 2012. Investment market activity in Rome was rather low despite a positive year, with €127 million in transactions in the fourth quarter of 2013 bringing the annual total to about €1 billion, an increase over the €637 million in 2012. In the fourth quarter, 35,500 m2 of office space was absorbed to bring the annual total to 159,300 m2. In general, the market is recovering slightly in Milan and Rome and has benefited from the interest shown by foreign investors that were behind the largest transactions (data source: Tamburrini Real Estate).

During the first quarter of 2014, leases for 51,000 m2 were recorded in Milan, which was half the number recorded in the last quarter of 2013 and up by 59% on an annual basis. Rents for prime locations did not fall, but second tier areas fell slightly. Compared with the same period of the previous year, yields in 2014 remained unchanged. Vacant space stopped its rapid ascent at a level of about 12.5%, which was 50 basis points higher than the first quarter of 2013 due mainly to the lack of new investments in development and a slightly positive net absorption. In Rome, performance was very poor: in the first quarter of 2014 a total of around 20,000 m2 of space was leased, half the amount recorded in the previous year. Rents for both high and

67 Registration Document – Beni Stabili S.p.A. SIIQ low profile areas continued to succumb to downward pressure, while yields remained nearly unchanged. Vacancies totalled 7.6%, which was 70 basis points higher on an annual basis due to the poor performance reported in previous months (data source: CBRE).

6.2.2 Breakdown of Beni Stabili revenues

The table below provides an operating breakdown of revenues of the Beni Stabili Group by rental revenues, service revenues and gains/losses from property sales.

(€/million) 30 JUNE 2014 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 Rental revenues 115.9 231.7 228.5 220.1 Service revenues 6.9 13.1 14.9 15.4 Gains/losses from property sales 1.1 3.9 (0.7) 2.3

The “Service revenues” indicated above include revenues generated by Beni Stabili Gestioni SGR which are detailed separately in the table below:

(€ million) 30 JUNE 2014 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 Service revenues 6.4 12.0 12.8 13.4

The following tables provide an operating breakdown of rental revenues (excluding penalties from tenants and sub-letting income) by strategic portfolio, main intended use and key cities.

(€/million) 30 JUNE 2014 (*) 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 Core 113.4 228.4 223.1 208.7 Dynamic 1.1 3.3 5.1 10.0 Core + Dynamic 114.5 231.7 228.2 218.7 Development --- - Total 114.5 231.7 228.2 218.7 (*) Revenues from penalties from tenants and the sub-let of the registered office on Via Piemonte in Rome are not included.

(€/million) 30 JUNE 2014 (*) 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 Office 104.6 210.4 205.8 201.9 Commercial 9.9 21.2 22.3 16.7 Other - 0.1 0.1 0.1 Total 114.5 231.7 228.2 218.7 (*) Revenues from penalties from tenants and the sub-let of the registered office on Via Piemonte in Rome are not included.

(€/million) 30 JUNE 2014 (*) 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 Milan 44.0 88.3 82.2 77.6 Rome 10.5 20.8 21.0 20.5 Other 60.0 122.6 125.0 120.6 Total 114.5 231.7 228.2 218.7 Development - - - - Total 114.5 231.7 228.2 218.7 (*) Revenues from penalties from tenants and the sub-let of the registered office on Via Piemonte in Rome are not included.

68 Registration Document – Beni Stabili S.p.A. SIIQ

The tables below provide a breakdown of rental revenues (excluding penalties from tenants and sub-letting income) and the Property Portfolio by the various Italian regions.

(€/million) 30 JUNE 2014 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 Lombardy 54.1 108.5 102.4 94.6 Lazio 11.3 23.0 23.3 22.7 Piedmont 11.6 23.1 22.4 21.7 Veneto 7.5 15.1 15.6 15.2 Campania 7.0 14.2 14.0 13.4 Emilia-Romagna 5.1 10.8 12.7 13.5 Sicily 3.9 7.7 7.8 8.1 Tuscany 2.4 5.1 6.1 6.0 Friuli-Venezia Giulia 2.1 4.1 4.0 4.2 Calabria 1.6 3.2 3.1 2.9 Trentino Alto Adige 1.6 3.2 3.2 3.1 Liguria 1.5 3.0 2.9 2.7 Molise 1.0 2.0 1.9 1.9 Basilicata 1.0 2.0 1.9 1.8 Puglia 0.6 1.3 1.4 1.4 Umbria 0.7 1.3 1.3 1.2 Abruzzo 0.6 1.9 2.0 1.9 Valle d’Aosta 0.2 0.9 0.9 0.9 Sardinia 0.2 0.4 0.4 0.4 Marche 0.5 0.9 0.9 0.8 Foreign - - - 0.3 TOTAL 114.5 231.7 228.2 218.7

(€/million) 30 JUNE 2014 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 Lombardy 2,273.7 2,310.3 2,305.9 2,288.3 Lazio 373.6 370.5 411.3 430.2 Piedmont 312.5 316.5 321.3 322.5 Veneto 236.7 235.6 257.8 267.3 Campania 198.7 212.4 224.6 231.6 Emilia-Romagna 195.4 196.3 202.3 208.4 Sicily 101.2 101.4 103.0 120.9 Tuscany 77.4 81.1 88.2 105.5 Friuli Venezia Giulia 57.5 57.7 59.1 60.5 Calabria 38.4 38.6 40.0 40.7 Trentino Alto Adige 47.5 50.9 51.4 51.9 Liguria 43.3 43.6 44.4 45.1 Molise 32.5 33.1 35.2 37.0 Basilicata 26.0 26.1 26.7 27.1 Puglia 15.6 15.7 17.2 19.9 Umbria 16.0 15.9 16.4 16.9 Abruzzo 15.9 17.7 30.3 30.7 Valle d’Aosta 5.4 13.3 13.3 15.3 Sardinia 7.9 7.9 8.1 8.2 Marche 12.6 12.7 12.9 13.0 Foreign - - - - TOTAL 4,087.8 4,157.2 4,269.4 4,341.0

69 Registration Document – Beni Stabili S.p.A. SIIQ

6.3 Extraordinary factors

The information indicated in Paragraphs 6.1 and 6.2 above was not affected by extraordinary events during the years reported. See the description in Section V, Paragraph 5.1.5 “Significant events in the Issuer’s development” of this Registration Document with regard to the planned merger of Beni Stabili Gestioni SGR.

6.4 Any reliance of the Issuer on industrial property rights and licensing agreements

At the Registration Document Date, the operations of the Beni Stabili Group were not dependent in any material way on trademarks, patents, licences or third-party manufacturing processes or industrial, commercial or financial agreements taken individually.

On the other hand, the Issuer’s operations have a high concentration in leasing transactions. Annual rental revenues are mainly generated by four tenants (Telecom Italia S.p.A., Intesa Sanpaolo S.p.A., Maire Technimont S.p.A. and the Italian government), which at 30 June 2014 represented about 72% of total annual rental revenues of the Beni Stabili Group. At the same date, about 53% of these total revenues was from lease contracts entered into with Telecom Italia S.p.A. alone.

6.5 The Group’s competitive position

At the Registration Document Date, the Beni Stabili Group was one of the leading companies in the service segment of the property sector. As indicated in the previous pages, the business model of the Beni Stabili Group is focused primarily on property leasing, and thus it obtained the status of SIIQ in 2011.

Beni Stabili has chosen to position itself primarily in the office segment, with limited diversification (up to 10%) in the retail segment.

In Italy, the competitors of the Beni Stabili Group in the segment referenced are Prelios, Risanamento, Aedes, Brioschi and IGD; however, none of these has a business model or focus comparable to those of Beni Stabili. Obviously this Group also includes property funds focusing mainly on income-producing offices such as Atlantic 1 and unlisted companies that invest in valuable real estate in Italy (such as Generali Properties).

In Europe, the main competitors of Beni Stabili (obviously excluding FdR since it is a majority shareholder) are Cofinimmo SA/NV (Belgium, France and the Netherlands), Befimmo S.A. (Belgium and Luxembourg) and Societè Fonciere Lyonnaise S.A. (France), all of which are similar to Real Estate Investment Trusts (REITs) but with differences dictated by specific regulations in their respective countries.

70 7. ORGANISATIONAL STRUCTURE

7.1 Description of the Group to which the Issuer belongs

Beni Stabili is the parent company of the Group of the same name.

The Group’s current structure is shown in the following chart, updated at the Registration Document Date.

Foncière des Régions S.A.

Partecipazione del 50,86 %

BENI STABILI S.p.A. SIIQ Cap. Soc.

0,05%

deliberato: € 296,375,353,30 sott. e versato: € 191.630.290,40

B.S. Attività Commerciali 1 B.S. IMMOBILIARE 8 S.p.A. BENI STABILI B.S. 7 S.p.A. RGD GESTIONI S.r.l. IM.SER. S.r.l. in liq. S.r.l. SIINQ DEVELOPMENT S.p.A. 100% 100% 60% 100% 100% 100% Registration Document –BeniStabili S.p.A. SIIQ Cap. Soc. € 520.000,00 Cap. Soc. € 10.000,00 Cap. Soc. € 21.165,00 Cap. Soc. € 10.000,00 Cap. Soc. € 1.000.000,00 Cap. Soc. € 120.000,00

Beni Stabili BENI STABILI B.S. Attività Commerciali 2 B.S. IMMOBILIARE 9 S.p.A. B.S. ENGINEERING S.r.l. Real Estate Advisory S.r.l. DEVELOPMENT MILANO Beni Stabili Hotel S.à.r.l. RESolution Tech S.r.l. S.r.l. SIINQ 100% 100% GREENWAY S.P.A. 20% 30% 100% 100% Cap. Soc. € 110.000,00 Cap. Soc. 80% Cap. Soc. € 3.000.000,00 Cap. Soc. € 10.000,00 Cap. Soc. € 10.000,00 Cap. Soc. € 120.000,00 € 10.000,00 Cap. Soc. € 120.000,00

B.S. Attività Commerciali 3 Nomisma NPLs RE_Solutions S.r.l. BENI STABILI RETAIL S.r.l. IMSER 60 SIINQ S.p.A. B.S. IMMOBILIARE 5 S.r.l. Società di Studi Economici S.p.A. RSE PROJEKT MANAGEMENT AG S.r.l. 50% 55% 97,8% 100% 4,09% 10% 100% Cap. Soc. € 20.000,00 Cap. Soc. € 10.000,00 Cap. Soc. Cap. Soc. € 10.000,00 Cap. Soc. € 6.605.829,68 Cap. Soc. €. 25.564.594,06 Cap. Soc. € 10.000,00 € 2.000.000,00

68,2% 31,8% BENI STABILI RGD Ferrara 2013 S.r.l. SVILUPPO RIPAMONTI MITTEL S.p.A. CONSORZIO CENSUS PROPERTY SERVICE S.p.A 50% S.r.l. 0,41% 2,76% 37% Cap. Soc. 100% Cap. Soc. € 87.907.017,00 Cap. Soc. € 255.000,00 Cap. Soc. € 1.800.000,00 € 100.000,00 Cap. Soc. € 100.000,00

BENI STABILI GESTIONI S.p.A. S.G.R. 75% Cap. Soc. deliberato: € 18.963.000,00 sott. e versato: € 16.820.000,00

Settore “investment” Settore Servizi 71 71

71 Registration Document – Beni Stabili S.p.A. SIIQ

The Issuer is managed and coordinated by Foncière des Régions S.A., pursuant to Articles 2497 et seq. of the Civil Code, which controls the Issuer pursuant to Article 93 of the TUF.

The provisions of Chapter IX, Title V, Book V of the Civil Code (Articles 2497 et seq. of the Civil Code) stipulate that a company exercising management and coordination activity is directly liable vis-à-vis the shareholders and the corporate creditors of the companies subject to this management and coordination, if the company exercising this activity – acting in the entrepreneurial interest of itself or others, in breach of the principles of correct corporate and entrepreneurial management of these companies – were to undermine the profitability and value of the equity investment, or damage the integrity of the company’s assets in respect of the corporate creditors.

This liability does not exist when the damage is: (i) absent in light of the overall results of the management and coordination activity; or (ii) entirely eliminated, including due to operations for this purpose. The direct liability of the company that exercises management and coordination activities is, furthermore, subsidiary (it can therefore be invoked only if the shareholder and the corporate creditor have not been satisfied by the company subject to management and coordination), and may be extended, jointly and severally, to those who have taken part in the harmful act and, within the limits of the benefit obtained, to those who have knowingly benefited from it.

In respect of loans to the Company from the party exercising management and coordination activities in its regard or other parties subject to it: (i) loans – made in any form – granted at a time at which, also taking account of the type of activity performed by the Company, there is an excessive imbalance in debt to equity, or the Company is in a financial position in which a contribution would be reasonable, are considered subordinated loans, with a consequent deferral of repayment in respect of the other creditors; and (ii) if the repayment of financial debt is made in the year preceding the declaration of bankruptcy, the repayment must be returned.

7.2 Description of the Group companies

The main companies of the Beni Stabili Group are:

- Imser 60 SIINQ S.p.A., incorporated in Italy and directly owned by Beni Stabili, with 97.8% of the share capital; and

- B.S. IMMOBILIARE 8 S.p.A. SIINQ, incorporated in Italy and directly owned by Beni Stabili, with 100% of the share capital.

For additional information on the equity investments held by the Company, see Section XXV “Information on Shareholdings” of this Registration Document.

72 Registration Document – Beni Stabili S.p.A. SIIQ

8. PROPERTY, PLANT AND EQUIPMENT

8.1 Existing or planned tangible assets

The following table shows the information on the tangible assets pertaining to the Beni Stabili Group, along with any liens, at the Registration Document Date.

CITY ADDRESS OWNED BY LIEN Rozzano Milanofiori - Strada 8 Beni Stabili Mortgage Milan Galleria del Corso 4 (M) Beni Stabili Mortgage Bologna Galleria II Agosto 1980 5/5A Beni Stabili Mortgage Terni Via Bramante 41/43 Beni Stabili Mortgage Reggio Emilia Via della Previdenza Sociale 6/6A Beni Stabili Mortgage Vicenza Via Giuseppe Zampieri 22 Beni Stabili Mortgage Udine Via Gorghi 18 Beni Stabili Mortgage Popoli Via Gramsci 100 Beni Stabili Mortgage Treviso Via Piave 19 Beni Stabili Mortgage Forlì Viale della Libertà 48 Beni Stabili Mortgage Modena Viale Galileo Galilei 224/230 Beni Stabili Mortgage Venice Lido Riviera San Nicolò 55 Beni Stabili Mortgage Padua Piazzale della Stazione 6A Beni Stabili Mortgage Padua Via degli Zabarella 54 Beni Stabili Mortgage Milan Via Bernina 7 B.S. Immobiliare 8 S.p.A. SIINQ none Milan Via Cornaggia 6 B.S. Immobiliare 8 S.p.A. SIINQ none Milan Via Dante 7 B.S. Immobiliare 8 S.p.A. SIINQ Mortgage Milan Via Durini 27 B.S. Immobiliare 8 S.p.A. SIINQ none Milan Via Verri 4 B.S. Immobiliare 8 S.p.A. SIINQ none Milan Viale Certosa 218 B.S. Immobiliare 8 S.p.A. SIINQ none Turin Corso G. Marconi 10 Beni Stabili Mortgage Milan Corso Matteotti Giacomo 4-6 Beni Stabili Mortgage Milan Via Amedei 8 Beni Stabili Mortgage Milan Via Messina 38 (Torre D) Beni Stabili Mortgage Cinisello Balsamo Viale Lombardia 6 Beni Stabili Mortgage Milan Piazza Monte Titano 10 Beni Stabili Mortgage Milan Via dell’Unione 1 Beni Stabili Mortgage Milan Via Rombon 11 Beni Stabili Mortgage Milan Via Vittoria Colonna 4 Beni Stabili Mortgage Milan Via Boscovich Ruggero 18 Beni Stabili Mortgage Milan Corso Sempione 67 Beni Stabili Mortgage Padua Via Ugo Foscolo 2 Beni Stabili Mortgage Beinasco Strada Torino 34/36 Beni Stabili Mortgage Beinasco Via Falcone SN Beni Stabili Mortgage Rome Viale dell’Arte 68 Beni Stabili Mortgage Bologna Via delle Lame 109 Beni Stabili Mortgage Milan Piazza S. Fedele 2 Beni Stabili Mortgage Nerviano Strada Statale 33 del Sempione Beni Stabili Mortgage Pisa Corso Italia 151-157 Beni Stabili Retail S.r.l. none Montenero di Bisaccia Strada Statale 16 Adriatica Beni Stabili none Milan Via Eritrea 48/8 Beni Stabili none San Donato Milanese Strada Statale Nuova Paullese 415 B.S. Immobiliare 9 S.p.A. SIINQ none Milan Via Schievano Enrico 7 B.S. Immobiliare 5 S.r.l. none Milan Via Adamello - Via Orobia - Via Vezza D’Oglio Sviluppo Ripamonti s.r.l. none San Bernardino Verbano Land in the Val Grande National Park Beni Stabili none Rome Ponte di Nona Beni Stabili none

73 Registration Document – Beni Stabili S.p.A. SIIQ

CITY ADDRESS OWNED BY LIEN Rome Cassia Nuova (Via Maffeo Pantaleoni) Beni Stabili none Rome Largo Bacigalupo Valerio Beni Stabili none Orbetello La Parrina area Beni Stabili none Ospitaletto Bresciano Via Gramsci Beni Stabili none Vico Equense Monte Faito Beni Stabili Occhieppo Inferiore Strada Statale 338 Beni Stabili none Camburzano Stradina Comun. Presio Marcellino Beni Stabili none Rome Via Ambrosini Beni Stabili none Rome Via Denza Beni Stabili none Rome Via Domenico Chelini Beni Stabili none Milan Via Elio Vittorini (Cascina Grande area) Beni Stabili none Rome Via Fancelli 167 Beni Stabili none Milan Via Marcora 12 Beni Stabili none Rome Via Monti Tiburtini Beni Stabili none Rome Via Querini Vartemà Beni Stabili none Rome Via Roccaporena 44 Beni Stabili none Varese Via Sacro Monte Beni Stabili none Florence Via San Gallo 126/128 Beni Stabili none Legnano Via Secchi/Fornace Beni Stabili none Gorizia Via XX Settembre 137 Beni Stabili none Bologna Via Galliera 4 Beni Stabili none Milan Via Scarsellini 14 Beni Stabili none Turin Corso Ferrucci 112 Beni Stabili none Turin Via Giordano Bruno 84 Beni Stabili none Turin Via Lugaro 15 Beni Stabili none Vigevano Viale Industria 225 Beni Stabili none Vigevano Viale Industria 225 Beni Stabili none Arzachena Porto Cervo area Beni Stabili none Rozzano Via Strada 7 Beni Stabili none Milan Via Lorenteggio 266 Beni Stabili none Milan Via San Nicolao 16 Beni Stabili Mortgage Rome Via Alessio Baldovinetti Edif. A - Aceri Beni Stabili none Rome Via Alessio Baldinovetti Edif. C - Cedri Beni Stabili none Rome Via Alessio Baldovinetti Edif. D - Davide Beni Stabili none Rome Via Alessio Baldovinetti Edif. E - Eucalyptus Beni Stabili none Rome Via Alessio Baldovinetti Edif. G - Ginepri Beni Stabili none Rome Via Alessio Baldovinetti Edif. L - Lecci Beni Stabili none Bologna Via Paolo Nanni Costa 28 Beni Stabili none Milan Viale Jenner Edoardo 73 Beni Stabili none Turin Corso Galileo Ferraris 32 Beni Stabili none Vercelli Tangenziale Ovest Lotto 12 Beni Stabili none Rome Via dei Boccabelli 21 Beni Stabili none Ferrara Via Darsena Beni Stabili none Milan Via Messina 38 (Torre B) Beni Stabili none Milan Piazza Sigmund Freud (Accessori) 1 Beni Stabili Mortgage Milan Piazza Sigmund Freud (Torre A) 1 Beni Stabili Mortgage Milan Piazza Sigmund Freud (Torre B) 1 Beni Stabili Mortgage Milan Piazza Sigmund Freud (Corpo C) 1 Beni Stabili Mortgage Varese Via Alessandro Volta 1-3-5 Beni Stabili Mortgage

74 Registration Document – Beni Stabili S.p.A. SIIQ

CITY ADDRESS OWNED BY LIEN Naples Centro Direzionale Imser 60 none Catanzaro San Cono District Imser 60 none Fermo Santa Lucia District Imser 60 none Legnano Corso Garibaldi Imser 60 none Milan Corso Monforte 17 Imser 60 Mortgage Turin Corso Svizzera 35/37 Imser 60 none Rome Corso Vittorio Emanuele 208 Imser 60 Mortgage Bologna P. VIII Agosto-V Maroncelli 24 Imser 60 none Vicenza Piazza Castello 19 Imser 60 none Monfalcone Piazza Cavour 23 Imser 60 none Casale Monferrato Piazza Cesare Battisti 38/41 Imser 60 none Venice Piazza Donatori di Sangue Imser 60 none Caltanissetta Piazza Marconi Imser 60 none Venice Piazzale S. Lorenzo Giustignani 11 Imser 60 none Pisa Strada Com. di San Cataldo 10 Imser 60 none Turin Strada del Drosso 132 Imser 60 none Naples Traversa I Maria Avvocata 54 Imser 60 none Livorno Via A. Meucci 4 Imser 60 none Agrigento Via Alcide De Gasperi 17 Imser 60 none Casagiove Via Arcivescovo Pontillo Imser 60 none Rome Via Armellini 11/13 Imser 60 Mortgage Rome Via Assisi 158 - Via Otricoli 10/12/14 Imser 60 none Genoa Via B. Bianco Imser 60 none Genoa Via Bartolomeo Bianco 1-3 Imser 60 none Vercelli Via Bazzi 7/9 Imser 60 none Trento Via Belenzani 32 Imser 60 none Verona Via Belluzzo 12 Imser 60 none Bolzano Via Bergamo 17 Imser 60 none Milan Via Bettinelli 3 Imser 60 none Cuneo Via Bongiovanni 17 Imser 60 none Rome Via Borsieri 3 Imser 60 none Pisa Via Brennero km 4 Imser 60 none Biella Via C. Crosa 14 Imser 60 none Cremona Via Cadolini 1 Imser 60 Mortgage Ferrara Via Cairoli 19 Imser 60 none Taranto Via Campania 11 Imser 60 none Monserrato Via Carbonara - Via Sorgono Imser 60 none Pordenone Via Carpaccio 1 Imser 60 none Milan Via Cascina Bellaria 4 Imser 60 none Parma Via Cavestro 8 Imser 60 none Milan Via Cesare Balbo 8 Imser 60 none Catania Via Cifali - Beccaria Imser 60 none Cagliari Via Cima 9 Imser 60 none Milan Via Compagnoni 58-60-62 Imser 60 none Busto Arsizio Via Concordia - Via Alleanza 6 Imser 60 none Campobasso Via Conte Rosso 20 Imser 60 none Gorizia Via Crispi 7 Imser 60 none Como Via Dante Imser 60 none Naples Via De Pretis 48 Imser 60 none Rome Via Degli Estensi 52 Imser 60 none Avellino Via Degli Imbimbo 11 Imser 60 none Thiene Via Degli Olmi Imser 60 none Rome Via Dei Liburni 6 Imser 60 none

75 Registration Document – Beni Stabili S.p.A. SIIQ

CITY ADDRESS OWNED BY LIEN Perugia Via del Coppetta - Via s. Siepi Imser 60 none Rome Via Del Cottolengo 61 Imser 60 none Verona Via Della Chimica 2 Imser 60 none Forte Dei Marmi Via Della Repubblica Imser 60 none Prato Via Delle Fonti 177-179 Imser 60 none Rome Via Di Torpagnotta 68/70 Imser 60 Mortgage Frosinone Via Di Valle Fioretta 281 Imser 60 none Rovigo Via Domenico Angeli 19 Imser 60 none Turin Via Don Bosco 5 Imser 60 none Treviglio Via Donizetti 2 Imser 60 none Benevento Via Duca D’aosta Imser 60 none Messina Via Ducezio Imser 60 none Rome Via Erasmo Gattamelata 45 Imser 60 none Rome Via Ernesto Nathan 112 Imser 60 none Rome Via Eurialo 6 Imser 60 none Modena Via Farini 30 - Via Campanella 22 Imser 60 none Monza Via Ferrari Imser 60 none Rome Via Fiume Bianco Imser 60 none Milan Via Folli 17 Imser 60 none Trieste Via Forlanini 39 Imser 60 none Biella Via Fratelli Rosselli 74 Imser 60 none Domodossola Via G. Amendola 2 Imser 60 none Melfi Via Galilei Imser 60 none Pavia Via Galliano 6/8 Imser 60 none Macerata Via Giuliozzi 32 Imser 60 none Galatina Via Giusti 37 Imser 60 none Rovigo Via Goldoni Carlo Imser 60 none Rieti Via l. Canali 10 Imser 60 none Naples Via Leopardi 82 Imser 60 none Prato Via Luigi Muzzi 29/33 Imser 60 none Trieste Via Maiolica 5 Imser 60 none Montecatini Terme Via Manin 21 Imser 60 none Milan Via Marco Aurelio 24-26 Imser 60 none Naples Via Mario Ruta 33 Imser 60 none Padua Via Martiri Giuliani E Dalmati 4 Imser 60 none Belluno Via Matteotti 30 Imser 60 none Terni Via Mentana 43 Imser 60 none Turin Via Mercantini 9 Imser 60 Mortgage Savigliano Via Meucci - Via Danna Imser 60 none Ravenna Via Meucci 17 Imser 60 none Messina Via Micali Imser 60 none Palermo Via Mignosi Imser 60 none Catania Via Mons. Domenico Orlando 10/12 Imser 60 none Turin Via Monte Rosa 154 Imser 60 none Perugia Via Monteripido Imser 60 none Chiavari Via N. Bixio 30 Imser 60 none Potenza Via Nazario Sauro Imser 60 none Trieste Via Nicolò De Rin 2 Imser 60 none Turin Via Novi 6 Imser 60 none Rome Via Oriolo Romano 240 Imser 60 none Palermo Via Pacinotti 57-59 Imser 60 none Padua Via Palestro 101/A Imser 60 none Appiano Gentile Via Parini Imser 60 none

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CITY ADDRESS OWNED BY LIEN Milan Via Parini 6 Imser 60 Mortgage Bassano Del Grappa Via Pecori Giraldi 11 Imser 60 none Enna Via Piave 36 Imser 60 none Padua Via Pietro Donà 3/4 Imser 60 Mortgage Rome Via Pineta Sacchetti Imser 60 none Olbia Via Porto Romano 27 Imser 60 none Salerno Via Posidonia Imser 60 none Catania Via Quieta Imser 60 none Vipiteno Via Ralser 4 Imser 60 none Pesaro Via Redipuglia Imser 60 none Bolzano Via Resia 188 Imser 60 none Imola Via S. Pier Grisologo 9 Imser 60 none Modena Via San Vincenzo-Via Campanella 22 Imser 60 none Ascoli Piceno Via Sardegna 2 Imser 60 none Palermo Via Saverio Landolina Imser 60 none Chieti Via Spaventa 8 Imser 60 none Ragusa Via SS. Salvatore Imser 60 none Bologna Via Stendhal 31 Imser 60 none Monza Via Tevere Imser 60 none Naples Via Timavo 39 Imser 60 none Pistoia Via Tomasi Di Lampedusa 191/199 Imser 60 none Milan Via Tonale 11 Imser 60 Mortgage Sondrio Via Tonale Imser 60 none Venice Via Torino 84 Imser 60 none Bari Via Torre Di Mizzo Imser 60 none Giardini-Naxos Via Torrente San Giovanni Imser 60 none Pisa Via Toselli 3 Imser 60 none Alessandria Via Tripoli 18 Imser 60 none San Giorgio Su Legnano Via Udine Imser 60 none Palermo Via Ugo La Malfa 159 Imser 60 none Albenga Via V. Veneto 41 Imser 60 none Padua Via Vigonovese 103/109 Imser 60 none Varese Viale Borri 150 Imser 60 none Aosta Viale Della Pace 9 Imser 60 none Novara Viale G. Cesare 345 Imser 60 none Brindisi Viale San Giovanni Bosco 1 Imser 60 none Syracuse Viale Teca Imser 60 none Tiriolo S.S. 280 Imser 60 none Pescara Via Bardet 34/A Imser 60 none Brescia Via Cefalonia 41 Imser 60 none Varese Via Cimarosa 8 Imser 60 none Mantua Via Corridoni 13/15 Imser 60 Mortgage Lecco Via F.lli Cairoli 62 Imser 60 none Massa Via Francesco Crispi 16 Imser 60 none Palermo Via Guardione Bentivegna Imser 60 none Milan Via Mantegna 11 Imser 60 none Pescara Via Milano-Via Genova-Via Trieste 18 Imser 60 none Potenza Via Nazario Sauro Imser 60 none Naples Via Posillipo 176 Imser 60 none Albano Laziale Via Saffi 58-64-Via S.F.D’assisi 35 Imser 60 none Naples Via Scudillo 20 Imser 60 none Lecco Via Tonale 27 Imser 60 none Brescia Via Trento 86 Bis Imser 60 none

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CITY ADDRESS OWNED BY LIEN Latina S.S.156 Monti Lepini Imser 60 none Bergamo Via Marzanica 98 Imser 60 none

8.2 Other non-current tangible assets

The following table summarises the balance sheet values of non-current tangible assets other than property for the financial years ending 31 December 2013, 31 December 2012 and 31 December 2011.

(€/000) 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 Furniture and fittings 1,156 1,320 1,523 Electronic machinery 128 177 250 Vehicles 95 71 45 Misc. equipment and other assets 2 3 10 Total 1,381 1,571 1,828

8.3 Environmental issues

At the Registration Document Date, also taking into account the activity carried out by the Issuer and by the Beni Stabili Group as a whole, there are no environmental issues that could significantly influence the use of tangible assets.

At the Registration Document Date, as far as the Issuer is aware, there are no environmental problems which would significantly influence the use of the properties that are part of the activities of the Issuer and the Beni Stabili Group as a whole. However, it is not possible to exclude the fact that such problems may occur in the future, in which case the Issuer will adopt all the measures provided for under the applicable laws on the matter. Moreover, at the Registration Document Date, the Issuer is also not aware of environmental problems which have involved the activation of penalty proceedings with regard to the Issuer.

In particular, the Beni Stabili Group has confirmed that it will continue to include technological innovation and environmental sustainability among its targets. In the first half of 2013, the corporate sustainability committee was appointed, and in the same year an environmental analysis was carried out of the Multi- Tenant Properties.

The aim of the analysis is to make the Company aware of its energy consumption, CO2 emissions and water use. Its results form the basis of the objectives that the Company has set itself for the next three or four years.

In 2014, the Group launched its new sustainability strategy, which includes environmental, economic and social targets and was presented in the first annual sustainability report. The sustainability report, published in June 2014, was written according to EPRA and GRI G4 guidelines.

78 Registration Document – Beni Stabili S.p.A. SIIQ

9. OPERATING AND FINANCIAL REVIEW

Introduction

Information pertaining to the consolidated operating and financial position of the Beni Stabili Group in the financial years ending 31 December 2013, 31 December 2012 and 31 December 2011, as well as the half- years ending 30 June 2014 and 30 June 2013, is reported below.

This information was taken from the 2013 Consolidated Financial Statements, 2012 Consolidated Financial Statements and 2011 Consolidated Financial Statements, as well as the 2014 Interim Financial Report and 2013 Interim Financial Report. The 2013 Consolidated Financial Statements, 2012 Consolidated Financial Statements and 2011 Consolidated Financial Statements were audited by the Independent Auditors, which issued the related reports on 19 March 2014, 25 March 2013 and 27 March 2012, respectively.

The Issuer has opted to include the above documents by reference pursuant to Article 11 of the Prospectus Directive and Article 28 of Regulation 809/2004. These documents were published and filed with Consob and are available at the Issuer’s website www.benistabili.it and at the Issuer’s registered office.

9.1 Financial situation

The Group’s financial situation and the relative key events in the financial years ending 31 December 2013, 31 December 2012 and 31 December 2011, as well as the half-years ending 30 June 2014 and 30 June 2013, are analysed in Section X (“Financial resources”) in this Registration Document.

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9.2 Operational management

The following table shows the Group’s key consolidated economic data for the financial years ending 31 December 2013, 31 December 2012 and 31 December 2011.

INCOME STATEMENT 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 (€/000) Net rental revenues 194,693 196,311 201,750 Profit/(loss) on property sales 3,854 (679) 2,277 Net service revenues 9,732 11,535 12,221 Staff costs (9,403) (10,406) (11,078) Overheads (14,741) (14,026) (16,608) Total operating costs (24,144) (24,432) (27,686) Other revenues and income/(other costs and charges) (5,466) (3,422) 42,423 EBIT before property write-ups/(write-downs) 178,669 179,313 230,985 Portfolio property write-ups/(write-downs) (82,087) (83,484) (79,164) EBIT 96,582 95,829 151,821 Net financial income/(charges) (113,641) (116,565) (114,542) Change in the fair value of the conversion option on 2018 and 7,668 - - 2019 convertible loan Costs for the early settlement of loans and related derivatives (14,070) (14,901) (21,499) closed during the year Financial charges on property sales (5,601) (5,569) (2,202) Total net financial income/(charges) (125,644) (137,035) (138,243) Income/(charges) from investments (401) 3,496 2,212 EBT (29,463) (37,710) 15,790 Tax 25,278 23,655 2,567 Net income (4,185) (14,055) 18,357 Minorities (profit)/loss (27) (1,613) 439 GROUP NET INCOME (4,212) (15,668) 18,796

Group net income was significantly influenced in all three financial years under comparison by the valuation of the Property Portfolio, which had a negative effect of €82,087 thousand in 2013, €83,484 thousand in 2012 and €79,164 thousand in 2011 (€60,227 thousand in 2013, €60,150 thousand in 2012 and €61,197 thousand in 2011, net of tax effect).

In 2013, the negative effect of property valuations was partially offset by (i) the change in the fair value of the conversion options on the convertible bond loans issued in 2013, maturing in 2018 and 2019, which resulted in recognition of income of €7,668 thousand (€7,480 thousand net of tax effect), and (ii) the change in the fair value measurement criteria for derivatives, pursuant to IFRS 13, which had a positive impact on the result for the year of €6,665 thousand. Net income for the year was also significantly influenced in 2012 by the write-down of the Property Portfolio due to the negative impact on property values of the introduction of the IMU property tax. The figure for 2011, meanwhile, benefited from extraordinary income resulting from the release of a risk provision for €42,000 thousand (€29,807 thousand net of the relative tax effect) following the reimbursement of what was paid while awaiting the opinion for a tax dispute in which the Company prevailed at the second instance.

Stripping out the aforementioned valuation and extraordinary components (and the relative tax effect), Group net income (and therefore net of the effect of the aforementioned components attributable to minority

80 Registration Document – Beni Stabili S.p.A. SIIQ shareholders) for the three years under comparison comes to €41,596 thousand for 2013, €45,384 thousand for 2012 and €49,384 thousand for 2011.

In detail, and not taking account of the above non-recurring entries, the operating result decreased from €188,985 thousand in 2011 to €179,313 thousand in 2012 and €178,669 thousand in 2013. In particular, the following changes were recorded for the three years under comparison:

- net rental revenues decreased from €201,750 thousand in 2011 to €196,311 thousand in 2012 and €194,693 thousand in 2013, mainly reflecting the increase in the IMU (compared with the ICI) from 2012, and the increase in write-downs of receivables from tenants, which more than offset the increase in gross rental revenues (see the following table);

- the net margin on property sales decreased from net income of €2,277 thousand in 2011 to a loss of €679 thousand in 2012, before rising to net income of €3,854 thousand in 2013;

- the net margin for services decreased, due to both the deconsolidation of Beni Stabili Property Service S.p.A. (after the loss of control resulting from the partial sale of the relative shares), and lower income from fees for the management of property funds by Beni Stabili Gestioni SGR due to the decline in the results of property funds under management;

- operating costs decreased progressively, from €27,686 thousand in 2011 to €24,144 thousand in 2013, as both staff costs and overheads were reduced; and

- other net costs and charges increased from €423 thousand in 2011 to €3,422 thousand in 2012 and €5,466 thousand in 2013. Compared with 2012, 2011 and 2013 showed higher costs for provisions for risks and receivable write-downs.

The following table shows Group net rental revenues for the financial years ending 31 December 2013, 31 December 2012 and 31 December 2011.

(€/000) 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 Rental revenues and guaranteed annuities 231,691 228,156 218,730 Revenues from the early settlement of leases 8 370 1,330 Write-downs/losses on receivables from tenants (4,536) (4,336) (3,483) Net property costs (32,470) (27,879) (14,827) Net rental revenues 194,693 196,311 201,750

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Net financial charges, before the valuation and extraordinary entries above, decreased from €124,328 thousand in 2011 and €125,404 thousand in 2012 to €120,570 thousand in 2013, as the following breakdown shows:

(€/000) 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 Financial income from bank current accounts and time deposits 902 1,315 6,166 Financial income from discounting of receivables - - 19 Other financial income 426 1,955 1,399 Total financial income 1,328 3,270 7,584 Financial charges for medium-/long-term payables – cash (99,673) (94,583) (97,280) portion Financial charges for short-term payables – cash portion (1,416) (3,665) (2,380) Financial charges for medium-/long-term payables – non-cash (15,411) (10,379) (12,264) portion Commissions on undrawn amounts (on medium-/long-term and (2,352) (571) (610) short-term debt) Financial charges on property sales (5,601) (5,569) (2,202) Changes in fair value of ineffective derivatives 9,719 (5,162) (5,611) Inflation swap spreads (4,583) (4,089) (2,846) Other financial charges (1,253) (1,386) (1,135) Total financial charges (120,570) (125,404) (124,328) Financial charges relating to the early settlement of loans and (14,070) (14,901) (21,499) derivatives Change in the fair value of the conversion option on 2018 and 7,668 - - 2019 convertible loan Total (125,644) (137,035) (138,243)

The decrease in financial income over the three years under review is due to the decrease in average cash stocks (chiefly in the form of time deposits) and lower interest income for the repayment of interest-bearing loans. The change in the cash portion of financial charges for medium-/long-term payables from 2012 to 2013 is chiefly due to lower capitalisation of financial charges on development projects and an increase in the ongoing costs of loans, related to the downgrading of the Italian government and the Italian banks. The increase in the non-cash portion of financial charges for medium-/long-term payables in 2013 by comparison with the previous years was mainly due to charges related to the bond loans issued during that year.

Note that the change in the fair value of derivatives recorded in 2013 was also positively affected by the amendment of the fair value measurement criteria introduced by IFRS 13.

Lastly, with regard to the “Tax” item, 2011 benefited from a one-off release from the aforementioned provision for tax risks, as well as the deferred tax effect on net property write-downs.

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The following table shows the Beni Stabili Group’s key consolidated economic data for the half-years ending 30 June 2013 and 30 June 2014.

(€/000) 30 JUNE 2014 30 JUNE 2013 Net rental revenues 99,168 96,575 Profit/(loss) on property sales 495 3,175 Net service revenues 5,118 4,355 Staff costs (4,831) (4,922) Overheads (7,152) (7,974) Total operating costs (11,983) (12,896) Other revenues and income/(other costs and charges) (7,446) (2,148) EBIT before property write-ups/(write-downs) 85,352 89,061 Property write-ups/(write-downs) (11,887) (14,652) EBIT 73,465 74,409 Net financial income/(charges) (62,283) (62,747) Change in the fair value of the conversion option on 2018 and 2019 convertible loan (56,061) (7,870) Costs for the early settlement of loans and related derivatives closed during the year (23,664) (681) Financial charges on property sales (1,257) (2,676) Total net financial income/(charges) (143,265) (73,974) Income/(charges) from investments (2,058) 663 EBT (71,858) 1,098 Tax for the period 4,796 3,027 Net income (67,062) 4,125 Minorities (profit)/loss 388 (197) GROUP NET INCOME (66,674) 3,928

Group net income for the first half of 2014 was negative by €66,674 thousand, compared with net income of €3,928 thousand in the first half of 2013.

If we were to adjust the net results from the two half-years of the valuation effect of the conversion options on the outstanding convertible bond loans under comparison (costs amounting to €54,539 thousand and €7,729 thousand respectively for 2014 and 2013, net of tax effect), net costs for the early settlement of loans and relative derivatives (€23,663 thousand for 2014 and €666 thousand for 2013, net of tax effect) and write- downs of non-recurring receivables (€4,205 thousand for 2014, net of the relative tax effect), the two respective results would become positive in the amount of €15,733 thousand for the first half of 2014 and €12,323 thousand for the first half of 2013.

The improvement of €3,410 thousand is due to:

- increased operating income (€4,856 thousand) due to lower net property write-downs (€2,765 thousand), higher net rental revenues (€2,593 thousand) and net service revenues (€763 thousand) and lower net operating costs (€1,415 thousand), net of the reduction in the sales margin (€2,680 thousand);

- lower net financial charges, including those relating to property sales (€1,883 thousand); and

- a decrease in income attributable to minority shareholders (€585 thousand).

These positive changes were partially offset by a reduction in the item “income/(charges) from investments” (€2,721 thousand) and the tax burden for the period (€1,193 thousand).

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In particular, net rental revenues increased from €96,575 thousand in the first half of 2013 to €99,168 thousand in the first half of 2014, and comprise:

(€/000) 30 JUNE 2014 30 JUNE 2013 Rental revenues and guaranteed annuities 114,676 116,341 Revenues from the early settlement of leases 1,262 - Write-downs/losses on receivables from tenants (1,302) (2,520) Net property costs (15,468) (17,246) Net rental revenues 99,168 96,575

Gross rental revenues decreased from €116,341 thousand in the first half of 2013 to €114,676 thousand in the first half of 2014, chiefly reflecting property sales. On a like-for-like basis, gross rents increased by 0.7% (+0.8% for the Core Portfolio alone).

A breakdown of net financial charges for the two half-years under comparison is shown below.

(€/000) 30 JUNE 2014 30 JUNE 2013 Financial income from bank current accounts and time deposits 1,309 212 Other financial income 73 309 Total financial income 1,382 521 Financial charges for medium-/long-term payables – cash portion (47,687) (50,489) Financial charges for short-term payables – cash portion (371) (825) Financial charges for medium-/long-term payables – non-cash portion (7,785) (10,794) Commissions on undrawn amounts (on medium-/long-term and short-term debt) (739) (1,272) Financial charges on property sales (1,257) (2,676) Changes in fair value of ineffective derivatives (4,709) 3,047 Inflation swap spreads (1,930) (2,336) Other financial charges (444) (599) Total financial charges (64,922) (65,944) Financial charges relating to the early settlement of loans and derivatives (23,664) (681) Change in the fair value of the conversion option on 2018 and 2019 convertible bonds (56,061) (7,870) Total (143,265) (73,974)

Net financial charges for the first half of 2014, excluding the valuation effect of the conversion options on the convertible bond loans issued in 2013 and the costs related to the early settlement of loans and derivatives completed during the half-year, came to €63,540 thousand, compared with a balance of €65,423 thousand for the same period in 2013.

In particular, note: (i) that the decrease in the cash portion of financial charges on short-term and medium- /long-term payables (€3,256 thousand) reflects the contraction in the average cost of debt, which decreased from 4.51% in December 2013 to 4.19% in June 2014, due to a narrowing average spread, which more than offset increased ongoing costs for certain structured loans; (ii) that the decrease in the non-cash portion of financial charges on medium-/long-term loans (€3,009 thousand) reflects the lower amortisation charge for the up-front costs of loans due to application of the amortised cost method; (iii) the decrease in charges related to property sales (€1,419 thousand), (iv) the increase (€7,756 thousand) in the charges represented by the ineffective portion of changes in the fair value of hedging instruments in the period; (v) the increase in financial income (€861 thousand); and (vi) the decrease in charges relating to undrawn amounts on short- term credit lines (€533 thousand).

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The negative change of €48,191 thousand in the conversion options included in the convertible bond loans was due to the rapid and substantial rise in the Beni Stabili share price in the first half of 2014, which led to a marked increase in the volatility of the stock and, consequently, in the value of the conversion option on the convertible bond loans maturing in 2018 and 2019. However, the Company has the power, based on the regulations governing these bonds, to fulfil bondholder conversion requests wholly or in part, by delivering newly issued shares, limiting the cash manifestation of these effects.

The charges relating to early settlements arise from early closures of loans and derivatives in the first half of 2014 due to the refinancing carried out, and increased by €22,983 thousand compared with the first half of 2013, reflecting the amounts paid in the period and the charging to the income statement of residual cash flow hedge reserves relating to the closed hedging instruments.

9.3 Information relating to governmental, economic, fiscal, monetary or political policies or factors that have, or could have, either directly or indirectly, significant repercussions on the Issuer’s activity

In the period to which the financial information and operating results in the Registration Document refer, the Group’s activity was not influenced by governmental, economic, fiscal or monetary policies, except for the IMU property tax measures. The application of these measures resulted in an increase in direct property costs and had a negative impact on the 2012 income statement, including on the item “Portfolio property write- ups/(write-downs)”.

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10. FINANCIAL RESOURCES

Introduction

The Group’s financial data, and the related information on the Issuer’s financial resources for the financial years ending 31 December 2013, 2012 and 2011, and for the half-years ending 30 June 20014 and 2013, are reported below.

The Issuer has opted to include the above documents by reference pursuant to Article 11 of the Prospectus Directive and Article 28 of Regulation 809/2004. These documents were published and filed with Consob and are available at the Issuer’s website www.benistabili.it and at the Issuer’s registered office.

For ease of reference to the Group’s consolidated financial statements and half-year reports, which are incorporated by reference in this Registration Document, the table below provides page numbers for the key sections of these documents.

INCOME STATEMENT 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 30 JUNE 2014 30 JUNE 2013 Net financial position 55 52 58 27 28 Statement of cash flows 70 68 74 43 44

In order to provide a clearer comparison, note that some data in the following tables have been reclassified under different items in the statement of cash flows than in the reference documentation, where this was deemed appropriate.

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10.1 Financial resources of the Issuer

The following table shows net financial debt for the financial years ending 31 December 2013, 2012 and 2011.

Borrowings totalled €2,395,017 thousand at 31 December 2011, €2,269,566 thousand at 31 December 2012 and €2,314,498 thousand at 31 December 2013.

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The following table shows a breakdown of the changes in the Company’s debt in the financial years ending 31 December 2013, 31 December 2012 and 31 December 2011.

(€/000) 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 Total initial borrowings 2,269,566 2,395,017 2,391,611 Transfer from medium-/long-term to short-term loans (including (45,500) 286,558 354,364 extensions) Change in “hot money” lines (134,598) (43,862) 258,563 Repayment of payables due (amortisation) and reimbursement of (39,465) (133,612) (20,424) instalments to the capital account Early repayment of voluntary loans and property sales (92,334) (239,695) (3,090) Change in short-term debt (311,897) (130,611) 589,413 New medium-/long-term loans (including acquisition of 31.8% 51,881 503,594 224,890 of Sviluppo Ripamonti S.r.l.) Early repayment for voluntary loans and property sales (43,037) (166,478) (112,145) Amortisation of up-front commissions (amortised cost) 3,084 4,034 1,890 Transfer from medium-/long-term to short-term loans (including 45,500 (286,558) (354,364) extensions) Change in medium-/long-term payables 57,428 54,592 (239,729) Change in payables to banks and financial institutions (254,469) (76,019) 349,684 Reimbursement of instalments to the capital account as per the (24,848) (28,956) (12,579) amortisation schedules and amortisation of up-front commissions (amortised cost) Early repayment of bonds due to property sales (24,752) (24,564) (70,404) Change in payables for bonds (49,600) (53,520) (82,983) New convertible bond loans 453,777 - - Partial early repayment (through the buyback of bond loan (115,723) - (8,981) maturing 2015) Change in interest accruing and amortisation of up-front 10,947 4,088 8,987 commissions (amortised cost) Repayment at maturity - - (263,301) Change in payables for convertible bonds 349,001 4,088 (263,295) Change in bond loans 299,401 (49,432) (346,278) Total final borrowings 2,314,498 2,269,566 2,395,017

Please note the following with regard to the change in borrowings in 2012 compared with the final balance for 2011:

- payables to banks and financial institutions decreased to €1,531,835 thousand (€76,019 thousand less than at year-end 2011), mainly reflecting:

o a reduction of €130,611 thousand in short-term payables, mainly due to:

. repayments of payables due in 2012 (€351,646 thousand, including €133,612 thousand of payables repaid at natural maturity and €228,034 thousand of payables settled early);

. early repayment due to property sales (€11,661 thousand);

. the return of hot money lines (€43,862 thousand),

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partially offset by transfers from non-current payables of short-term portions of debt (€286,558 thousand);

o an increase of €54,592 thousand in medium-/long-term payables. This increase was due to the opening of new loans (€507,628 thousand), net of (i) early repayment of medium-/long-term payables (€144,920 thousand); (ii) early repayment due to property sales (€21,559 thousand); and (iii) the transfer to current payables of short-term portions of debt.

The actual costs of variable-rate medium-/long-term payables for 2012, calculated using the amortised cost method and without taking account of interest rate hedging operations, were:

o 2.94% (2.48% for 2011) for mortgage loans;

o 5.37% (5.92% for 2011) for other loans.

The effective interest rate for 2012 on fixed-rate payables to banks and financial institutions was 6.01% (6.03% for 2011);

- payables for bonds decreased by €53,520 thousand overall, due to ordinary amortisation and early repayment due to property sales that took place during the year. The actual costs of the bonds at 31 December 2012, calculated using the amortised cost method and without taking hedging operations into account, were 8.03% (7.70% in 2011) and 2.86% (2.83% in 2011) for fixed-rate and variable-rate bonds respectively;

- payables for convertible bonds increased to €216,184 thousand, compared with €212,096 thousand at 31 December 2011, due to the interest for the period calculated at the effective interest rate net of coupons paid out during the year. The nominal annual rate for the loan is 3.875%, while the effective interest rate, which takes account of the booking in equity of the instrument’s optional component, is 6.17%.

Please note that with regard to the change in borrowings in 2013 compared with the final balance for 2012:

- payables to banks and financial institutions decreased by €254,469 thousand, to €1,277,367 thousand in total, due to:

o a reduction of €311,897 thousand in short-term payables, mainly due to:

. the change in utilisations of short-term credit lines (€134,598 thousand), mainly due to repayments made with the cash generated by the convertible bond issue;

. voluntary repayments of payables, or repayments due to property sales (€92,334 thousand);

. the transfer of portions of debt from current payables to non-current payables, including in relation to extensions of loans taken out during the year (€45,500 thousand);

. the reimbursement of instalments to the capital account according to the amortisation schedules (€22,107 thousand);

. repayments of debt due in 2013 and 2014 (€17,358 thousand).

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At 31 December 2013, short-term credit lines had been drawn for €80,102 thousand (including accruing interest of €102 thousand). The short-term lines refer to: i) committed credit lines for €28,000 thousand, with an average remaining life of 6.54 months; and ii) short-term revocable credit lines for €52,000 thousand. The average cost of short-term lines in the period was 3.21%. Undrawn credit at 31 December 2013 was €144,500 thousand for short-term committed credit lines, including a line of €25,000 million expiring in 2013 but renewed in early 2014, while undrawn revocable credit amounted to €15,831 thousand at the end of June.

o an increase of €57,428 thousand in medium-/long-term payables. This increase reflects: i) the purchase of new loans (€51,881 thousand), including an increase for the full consolidation of Sviluppo Ripamonti S.r.l.; ii) reclassification from current portions of debt to non-current portions, mainly due to loan extensions (€45,500 thousand); and iii) the amortisation of up-front commissions using the amortised cost criterion (€3,084 thousand). These increases were partially offset by voluntary early repayment of loans and early repayment due to property sales (€43,037 thousand).

The actual costs of variable-rate medium-/long-term payables for 2013, calculated using the amortised cost method and without taking account of interest rate hedging operations, were:

o 3.22% (2.94% for 2012) for mortgage loans;

o 5.33% (5.37% for 2012) for other loans.

The effective interest rate for 2013 on fixed-rate payables to banks and financial institutions was 6.02% (6.01% for 2012);

- payables for bonds decreased by €49,600 thousand overall, due to ordinary amortisation and early repayment for property sales that took place during the year. The actual costs of the bonds at 31 December 2013, calculated using the amortised cost method and without taking hedging operations into account, were 8.33% (8.03% in 2012) and 2.41% (2.86% in 2012) for fixed-rate and variable-rate bonds respectively; and

- payables for convertible bonds increased to €565,184 thousand, compared with €216,184 thousand at 31 December 2012. This increase reflects: i) €453,777 thousand for the issue during the year of two convertible bond loans with a nominal value of €225,000 thousand and €270,000 thousand, maturing in January 2018 and April 2019 respectively; ii) €115,723 thousand for the partial early settlement (through buyback) of the bond loan maturing in 2015 (nominal value of €119,461 thousand); iii) €10,947 thousand in interest for the period, calculated at the effective interest rate, net of coupons paid out during the year. The annual nominal rate for these loans is 3.875% for the convertible bond loan maturing in 2015, 3.375% for the convertible bond loan maturing in 2018, and 2.625% for the convertible bond loan maturing in 2019, while the effective interest rate, which takes account of the separate booking of the instrument’s optional component, is 6.1%, 4.73% and 4.91% respectively.

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The following table shows net financial debt for the half-years ending 30 June 2014 and 2013.

Borrowings totalled €2,306,454 thousand at 30 June 2013 and €2,318,724 thousand at 30 June 2014.

The following table shows a breakdown of the changes in the half-years ending 30 June 2014 and 30 June 2013.

(€/000) 30 JUNE 2014 30 JUNE 2013 Total book value of initial borrowings 2,314,498 2,269,566 Transfer from medium-/long-term to short-term portion 18,774 (204,121) Change in “hot money” lines (80,102) (128,317) Repayment of payables due and reimbursement of ordinary instalments (including amortisation) (7,382) (50,341) Early repayment due to property sales (244) - Early settlement of loans (99,384) - Change in short-term payables (168,338) (382,779) New loans 58,976 51,881 Transfer from medium-/long-term to short-term portion (18,774) 204,121 Early settlement of loans (454,216) - Early repayment due to property sales (31) (23,770) Amortisation of up-front costs 1,142 1,392 Change in medium-/long-term payables (412,903) 233,624 Change in payables to banks and financial institutions (581,241) (149,155) Bond issue 593,881 - Reimbursement of instalments to the capital account as per the amortisation schedules (including 2,392 (14,660) the change in nominal accruing interest and amortisation of up-front costs) Early repayment of bonds due to property sales (15,307) (18,102) Change in payables for bonds 580,966 (32,762) Issue of new convertible bond loans - 213,001 Amortisation of up-front costs 4,501 5,804 Change in convertible bond loans 4,501 218,805 Total book value of final borrowings 2,318,724 2,306,454

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Please note that with regard to the change in borrowings in the first half of 2014 compared with the final balance for 2013:

- payables to banks and financial institutions decreased from €1,277,367 thousand at 31 December 2013 to €696,126 thousand at 30 June 2014, down €581,241 thousand. This decrease reflects:

o the early settlement of medium-/long-term loans (€553,600 thousand, including €429,280 thousand expiring in 2014-2015 and €124,320 thousand expiring in 2017), and repayments during the half- year of short-term credit lines (€80,102 thousand), made using cash from the issue of bond loans during the half-year and the opening of a new mortgage loan;

o the payment of the instalments due on medium-/long-term loans as provided for in the amortisation schedules (€7,522 thousand), net of the effect resulting from the amortisation of up-front costs (€1,282 thousand) when applying the amortised cost criterion;

o early repayments due to property sales (€275 thousand).

These decreases were partially offset by the opening during the half-year of a new mortgage loan with a nominal value of €60,000 thousand, expiring in April 2019.

The actual cost of variable-rate payables for 2014, calculated using the amortised cost method and without taking account of interest rate hedging operations, was:

. 2.56% (3.22% for 2013) for variable-rate medium-/long-term mortgage loans;

. 3.70% (5.33% for 2013) for other variable-rate medium-/long-term loans.

The effective interest rate for the first half of 2014 on fixed-rate payables to banks and financial institutions was 6.04% (6.02% for 2013);

- payables for bonds increased by €580,966 thousand overall. This increase reflects the issue by Beni Stabili of two unsecured bond loans during the half-year, with an initial book value of €593,881 thousand (the first with a nominal value of €350,000 thousand, maturing in January 2018, and the second with a nominal value of €250,000 thousand, maturing in April 2019). Added to this was the change in accruing nominal interest and the amortisation of up-front costs for the period, totalling €10,565 thousand (calculated at the effective interest rate), net of the portions paid for ordinary amortisation and for early repayments due to property sales of securities issued in previous years, for €23,480 thousand.

The above two bond loans are added to those already issued in 2002 and refinanced in 2006 to fund the ImSer Portfolio.

The actual costs for the first half of 2014 of the bonds issued to fund the ImSer Portfolio, calculated using the amortised cost method and without taking account of hedging operations, were 8.32% (8.33% for 2013) and 2.86% (2.41% for 2013) for fixed-rate and variable-rate bonds respectively.

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The nominal annual interest rate on the two bond loans issued during the half-year is 4.125% (effective interest rate: 4.35%) for the loan maturing in 2018 and 3.50% (effective interest rate: 3.79%) for the loan maturing in 2019; and

- payables for convertible bonds increased from €565,184 thousand at 31 December 2013 to €569,685 thousand at 30 June 2014, due to interest accruing in the period, net of coupons paid out. The annual nominal interest rates on the three outstanding convertible loans are: 3.875% (effective interest rate: 6.17%) for the loan maturing in 2015; 3.375% (effective interest rate: 4.70%) for the loan maturing in 2018 and 2.625% (effective interest rate: 4.91%) for the loan maturing in 2019.

The following table shows the fair value of the various categories of current and non-current borrowings in the various periods under review, compared with their respective book values and nominal values.

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BORROWINGS CURRENT AND NON-CURRENT PORTIONS AT 31 CURRENT AND NON-CURRENT PORTIONS AT 31 CURRENT AND NON-CURRENT PORTIONS AT 31 DECEMBER 2013 DECEMBER 2012 DECEMBER 2011 BOOK VALUE NOMINAL FAIR VALUE (*) BOOK VALUE NOMINAL FAIR VALUE (*) BOOK VALUE NOMINAL FAIR VALUE (*) VAL UE VAL UE VAL UE VARIABLE-RATE LOANS Loans and other short-term 80,102 80,102 80,102 214,701 214,701 214,701 258,563 258,563 258,563 borrowings Mortgage loans 1,142,299 1,150,365 1,150,365 1,276,476 1,288,252 1,288,252 1,297,846 1,304,609 1,304,609 Other loans 45,796 46,369 46,369 24,830 25,161 25,161 28,531 29,069 29,069 Variable-rate bonds 331,928 334,341 334,341 382,226 387,987 387,987 436,206 445,275 445,275 FIXED-RATE LOANS Other loans 9,170 9,173 10,157 15,828 15,828 17,467 22,914 22,914 24,904 Fixed-rate bonds 140,019 142,068 182,697 139,321 142,031 192,735 138,861 142,033 184,317 Convertible bond loan 565,184 606,228 580,859 216,184 226,678 228,618 212,096 226,745 223,007 Total 2,314,498 2,368,646 2,384,890 2,269,566 2,300,638 2,354,921 2,395,017 2,429,208 2,469,744 (*) The fair value of the variable-rate borrowings was calculated taking into account the market value coinciding with the nominal value of the borrowings. The fair value of the fixed-rate borrowings was measured using the discounted cash flow method, according to which the fair value of such loans is calculated by establishing projected cash flows. The flows are discounted at the implied spot rates on the Euribor curve, plus the credit spread. BORROWINGS CURRENT AND NON-CURRENT PORTIONS AT 30 JUNE 2014 CURRENT AND NON-CURRENT PORTIONS AT 30 JUNE 2013 BOOK VALUE NOMINAL VALUE FAIR VALUE (*) BOOK VALUE NOMINAL VALUE FAIR VALUE (*) VARIABLE-RATE LOANS Loans and other short-term borrowings - - - 86,384 86,384 86,384 Mortgage loans 645,599 649,155 649,155 1,236,412 1,247,125 1,247,125 Other loans 43,721 44,248 44,248 47,487 48,209 48,209 Variable-rate bonds 309,688 310,695 310,695 349,099 352,933 352,933 FIXED-RATE LOANS Other loans 6,806 6,806 7,440 12,397 12,397 13,601 Fixed-rate bonds 743,225 750,624 823,306 139,686 142,033 185,239 Registration Document –BeniStabili S.p.A. SIIQ Convertible bond loan 569,685 606,227 610,503 434,989 455,130 449,008 Total 2,318,724 2,367,755 2,445,347 2,306,454 2,344,211 2,382,499 (*) The fair value of the variable-rate borrowings was calculated taking into account the market value coinciding with the nominal value of the borrowings. The fair value of the fixed-rate borrowings was measured using the discounted cash flow method, according to which the fair value of such loans is calculated by establishing projected cash flows. The flows are discounted at the implied spot rates on the Euribor curve, plus the credit spread. 95 95 Registration Document –BeniStabili S.p.A. SIIQ 96 96

Key information on the Group’s medium-/long-term debt position at 30 June 2014 is provided below.

TYPE OF LOAN TRANSACTION BOOK VALUE NUMBER OF MARKET VALUE AT 30 FINAL REPAYMENT FINANCIAL COVENANTS (€/000) AT 30 JUNE PROPERTIES JUNE 2014 OF MATURITY 2014 PLEDGED AS PROPERTIES COLLATERAL GUARANTEEING THE LOAN Mortgage loan Former Comit 162,480 10 277,320 19 December Bullet LTV less than or equal to 80% portfolio 2015 Mortgage current Shopping centre 6,176 1 9,710 21 December Bullet - account in Piedmont 2015 Mortgage current Shopping centre 21,748 1 37,550 21 December Bullet - account in Piedmont 2015 Real estate mortgage Former FIP 51,320 12 108,530 24 April 2016 Depreciation of €1.8 LTV less than or equal to 50%, cons. loan portfolio million in 2014 with final LTV less than or equal to 60%, ICR balloon of €51 million greater than or equal to 1.70 (from 31 December 2013), cons. ICR greater than or equal to 1.40 (from 31 December 2013) – borrower and consolidated fixed debt ratio greater than 75% Mortgage loan Non-management 58, 703 1 97,270 2 August 2015 Annual depreciation of LTV less than or equal to 60%, ISCR asset in Milan €2 million with final greater than or equal to 120% balloon of €58 million Bonds Telecom Italia 449,997 162 1,706,268 20 September Amortisation schedule as LTV less than or equal to 80%, ICR S.p.A. portfolio 2021 per note (***) greater than or equal to 1.65% (**), DSA greater than 100% Mortgage loan Shopping centre 25,169 1 56,740 31 December Annual depreciation of - in Lombardy 2016 €1.9 million with final balloon of €21 million TYPE OF LOAN TRANSACTION BOOK VALUE NUMBER OF MARKET VALUE AT 30 FINAL REPAYMENT FINANCIAL COVENANTS (€/000) AT 30 JUNE PROPERTIES JUNE 2014 OF MATURITY 2014 PLEDGED AS PROPERTIES COLLATERAL GUARANTEEING THE LOAN Mortgage loan Commercial asset 44,811 1 83,990 4 August 2015 Bullet Property LTV less than or equal to in Milan 65%, BS LTV less than or equal to 75%, property ICR greater than or equal to 1.20%, BS ICR greater than or equal to 1.30% Mortgage loan Commercial asset 38,667 1 65,130 29 December Bullet ICR greater than or equal to 180%, in Milan province 2015 LTV less than or equal to 60% – consolidated LTV less than or equal to 65% Mortgage loan Management 13,556 1 33,680 24 February Annual depreciation of - asset in Turin 2015 €0.75 million with final balloon of €13.2 million Mortgage loan Management 12,473 1 20,490 31 December Bullet -

asset in 2016 Registration Document –BeniStabili S.p.A. SIIQ Lombardy Mortgage loan Portfolio of 59,027 3 131,010 16 April 2019 Depreciation: 0.25% of LTV less than or equal to 60%; cons. management the loan granted (from 30 LTV less than or equal to 60%; ICR property in September 2014 to 30 greater than or equal to 1.30% (until Milan, Rome and June 2016, incl.), 0.50% 31 December 2015, incl.), 1.50% Bologna of the loan granted (from (from 31 March 2016 to 31 30 September 2016 to 31 December 2016, incl.), 1.70% from December 2018, incl.) 31 March 2017 incl.; cons. ICR and 94% up to the greater than or equal to 1.40% (from maturity date. 30 June 2014) Mortgage loan Business complex 151,468 4 269,250 27 July 2016 Bullet LTV less than or equal to 65%; cons. in Milan LTV less than or equal to 60%; ICR greater than or equal to 110%; cons. ICR greater than or equal to 140% 97 97 Registration Document –BeniStabili S.p.A. SIIQ 98 98

TYPE OF LOAN TRANSACTION BOOK VALUE NUMBER OF MARKET VALUE AT 30 FINAL REPAYMENT FINANCIAL COVENANTS (€/000) AT 30 JUNE PROPERTIES JUNE 2014 OF MATURITY 2014 PLEDGED AS PROPERTIES COLLATERAL GUARANTEEING THE LOAN Annuity Securitisation 3,715 - - 18 March 2021 Amortisation schedule as - Imser 60 described under (***) Annuity on repurchase Securitisation 3,091 - - 20 September Increasing amortisation - Imser 60 2021 Loan Loan for Imser 19,309 - - 20 June 2016 Increasing amortisation Minimum separate equity greater Sec. 2 securities with final balloon of €0.8 than or equal to €830 mil; cons. buyback million property LTV less than or equal to 60%; cons. interest cov. greater than or equal to 1.25%; minimum cons. equity greater than or equal to €1,575 mil. Loan Loan for Imser 24,412 - - 20 June 2016 Amortisation €0.25 Minimum separate equity greater Sec. 2 securities million annually with than or equal to €830 mil; cons. buyback final balloon of €24.5 property LTV less than or equal to million 60%; cons. interest cov. greater than or equal to 1.25%; minimum cons. equity greater than or equal to €1,575 mil. Total loans with 1,146,123 2,896,938 property pledged as collateral Convertible bond loan CV BOND 104,504 - - 23 April 2015 Bullet - 3.875% 2015 Convertible bond loan CV BOND 219,169 - - 17 January 2018 Bullet - 3.375% 2018 Convertible bond loan CV BOND 246,012 - - 17 April 2019 Bullet - 2.625% 2019 TYPE OF LOAN TRANSACTION BOOK VALUE NUMBER OF MARKET VALUE AT 30 FINAL REPAYMENT FINANCIAL COVENANTS (€/000) AT 30 JUNE PROPERTIES JUNE 2014 OF MATURITY 2014 PLEDGED AS PROPERTIES COLLATERAL GUARANTEEING THE LOAN Bond loan BS bond €350 353,761 - - 22 January 2018 Bullet 1) Secured debt less than or equal to million 40% total assets; 2) ICR greater or equal to 1.25%; 3) Total debt less than or equal to 60% total assets; 4) Unencumbered total assets greater than or equal to unsecured debt Bond loan BS bond €250 249,155 - - 1 April 2019 Bullet 1) Secured debt less than or equal to million 40% total assets; 2) ICR greater than or equal to 1.25%; 3) Total debt less than or equal to 60% total assets; 4) Unencumbered total assets greater than or equal to unsecured debt Total other loans 1,172,601 - Total borrowings at 30 2,318,724 2,896,938 Registration Document –BeniStabili S.p.A. SIIQ June 2014 Unless otherwise indicated, the financial covenants refer to the individual financial portfolio and/or the related vehicle Key with definitions and comments: - DSCR (Debt Service Coverage Ratio): ratio of EBITDA to debt service; - LTV (Loan to Value): ratio of the unrepaid (nominal) loan to the commercial value of property pledged as collateral; - DSA (Debt Servicing Ability): ratio of rents to the remaining principal of the mortgage; - ICR (Interest Coverage Ratio): ratio of cash flow to the amount of interest for the reporting period; - Fixed Debt Ratio: ratio of fixed ML and hedged debt to total ML debt. (*) The financial ratios refer to the real estate mortgage loan underlying the securitisation granted to Imser 60 SIINQ S.p.A. (**) The ratio varies from quarter to quarter on a contractual basis. (***) Amortisation schedule: (nominal values). Imser Sec.: maturing within 1 year: €21,141 thousand; maturing within 1-2 years: €13,839 thousand; maturing within 2-3 years: €76,970 thousand; maturing within 4-5 years: €122,176 thousand; maturing in more than 5 years: €237,821 thousand. Annuity: maturing within 1 year: €2,567 thousand; more than 2 years: €868 thousand; maturing in more than 3 years: €770 thousand; maturing within 4-5 years: €1,150 thousand; maturing in more than 5 years: €488 thousand.

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The average financial duration of borrowings at 30 June 2014, other than hedging instruments, was 3.43 years (3.14 years at 31 December 2013), while the average financial duration at 30 June 2014 of interest rate hedging derivatives was 3.63 years (3.36 years at 31 December 2013).

The table below shows the breakdown by maturity of the nominal value at 30 June 2014 – including accruing interest – of financial liabilities other than hedging instruments.

BORROWINGS OTHER THAN BALANCE AT 30 JUNE 2014 HEDGING INSTRUMENTS (CURRENT AND NON- BOOK VALUE NOMINAL WITHIN 1 YEAR 1 TO 2 YEARS 2 TO 5 YEARS MORE THAN 5 CURRENT PORTIONS) VAL UE YEARS Mortgage loans 645,599 649,155 18,410 384,827 245,918 - Other loans 43,721 44,248 5,350 38,898 - - Other financing 6,806 6,806 1,438 1,366 3,074 928 Bonds 1,052,913 1,061,319 22,034 50,236 786,510 202,539 Convertible bonds 569,685 606,227 111,227 - 495,000 - Total 2,318,724 2,367,755 158,459 475,327 1,530,502 203,467

Taking fixed-rate loans and existing hedging operations on variable-rate loans into account, 95.53% of the Group’s nominal medium-/long-term financial exposure was subject to fixed interest rates at 30 June 2014 (96.89% at 31 December 2013). Without taking into account hedges relating to the “Imser Securitisation 2” securities bought back in 2009, which have been eliminated from the relative debt in the consolidated financial statements, this percentage decreases to 91.99% (93.19% at 31 December 2013).

The following tables show the breakdown at 30 June 2014 of the fair value of financial assets and liabilities for interest rate derivatives between the periods in which the hedged cash flows are expected to influence the income statement.

LIABILITIES FOR DERIVATIVES FAIR VALUE (*) WITHIN 1 YEAR 1 TO 2 YEARS 2 TO 5 YEARS MORE THAN 5 YEARS 30 JUNE 2014 30 JUNE 2014 30 JUNE 2014 30 JUNE 2014 30 JUNE 2014 IRS 89,774 30,034 24,795 33,468 1,477 Total 89,774 30,034 24,795 33,468 1,477 (*) Because of the time distribution of the expected cash flows, the fair value shown here does not include the positive effect (+€4,071 thousand at 30 June 2014 and +€6,666 thousand at 31 December 2013) resulting from the inclusion of credit assessments pursuant to IFRS 13.

DERIVATIVES – ASSETS FAIR VALUE (*) WITHIN 1 YEAR 1 TO 2 YEARS 2 TO 5 YEARS MORE THAN 5 YEARS 30 JUNE 2014 30 JUNE 2014 30 JUNE 2014 30 JUNE 2014 30 JUNE 2014 Floor 159 74 85 - - Total 159 74 85 - - (*) Because of the time distribution of the expected cash flows, the fair value shown here does not include the negative effect (-€1 thousand at 30 June 2014 and at 31 December 2013) resulting from the inclusion of credit assessments pursuant to IFRS 13.

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The following table shows the breakdown by maturity of the non-discounted cash flows of derivatives at 30 June 2014.

DERIVATIVES – ASSETS AND BALANCE AT 30 JUNE 2014 (*) LIABILITIES TOTAL NON-DISCOUNTED WITHIN 1 YEAR 1 TO 2 YEARS 3 TO 5 YEARS MORE THAN 5 CASH FLOWS YEARS IRS 96,108 29,487 25,551 38,648 2,422 Total 96,108 29,487 25,551 38,648 2,422 (*) Does not include the positive effect of introducing credit assessments for derivatives pursuant to IFRS 13.

10.2 The Issuer’s cash flows

The statement of cash flows published in the Group’s financial statements is prepared using the “indirect method”, as permitted under paragraph 18(b) of IAS 7 “Statement of Cash Flows”.

To this end, the following table provides a summary of the statement of cash flows of the Beni Stabili Group for the financial years ending 31 December 2013, 31 December 2012 and 31 December 2011, showing:

- cash flow from operations;

- cash flow used in investing and divesting activities;

- cash flow from financing activities;

- the net increase/(decrease) in cash and cash equivalents, and initial and final cash and cash equivalents for the period.

SUMMARY OF STATEMENT OF CASH FLOWS 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 (€/000) Cash flow from operations 49,933 89,073 40,887 Cash flow used in investing and divesting activities 55,618 (2,335) (98,817) Cash flow from financing activities (7,372) (196,548) (86,678) Net increase/(decrease) in cash and cash equivalents 98,179 (109,810) (144,608) Initial cash and cash equivalents 52,454 162,264 306,872 Final cash and cash equivalents 150,633 52,454 162,264

The following table provides a summary of the statement of cash flows of the Beni Stabili Group for the half-years ending 30 June 2014 and 2013, showing the same interim liquidity flows as the previous annual table.

SUMMARY OF STATEMENT OF CASH FLOWS 30 JUNE 2014 30 JUNE 2013 (€/000) Cash flow from operations in the half-year (49,913) (4,465) Cash flow used in investing and divesting activities 58,635 25,284 Cash flow from financing activities (49,550) (21,011) Net increase/(decrease) in cash and cash equivalents (40,828) (192) Initial cash and cash equivalents 150,633 52,454 Final cash and cash equivalents 109,805 52,262

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10.2.1 Cash flow from operations

Cash flow from operations (or operating cash flow) is calculated using the “indirect method”. This starts with the profit or loss for the period, which is then adjusted to: i) exclude financial revenues and costs, income and charges for the period under review that did not, however, give rise to inflows or require outflows during the period; and ii) include the effect on cash and cash equivalents of changes in Group receivables and payables in the period, since this corresponds to cash absorption or generation.

This enables the profit or loss for the period to be connected to actual cash flows, excluding non-cash entries for the period and taking account of the effects of payment advances and delays.

The following table shows operating cash flow for the periods ending 31 December 2013, 31 December 2012 and 31 December 2011.

(€/000) 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 EBT (29,463) (37,710) 15,790 Amortisation and write-downs of intangible assets 899 1,182 1,235 Depreciation of operating and other assets 914 1,190 1,202 Unrealised property (write-ups)/write-downs 83,225 83,175 85,275 Write-ups/write-downs of investments 1,003 1,013 186 Non-cash financial charges/(income) on derivatives and 14,664 33,563 35,728 amortised cost Financial income/(charges) from discounting of - - (19) payables/receivables Non-cash charges for stock grant plans 156 252 457 Capital gain from partial sale of Beni Stabili Property Service (546) (1,887) - S.p.A. Provisions for staff termination benefits 83 130 163 Provisions for risks and charges and receivables 3,891 1,218 2,983 Releases provisions for risks and charges and receivables (288) (3) (42,022) Cash flow from operating activities 74,538 82,123 100,978 Taxes (net of the portion related to the deferred tax) 5 (1,509) (20,495) Cash flow from operating activities net of taxes 74,543 80,614 80,483 Change in asset and liability items Other assets/other liabilities (5,683) 26,554 (21,577) Payable for tax to participate in SIIQ scheme (18,927) (18,095) (18,019) Cash flow from operations 49,933 89,073 40,887

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The following table shows operating cash flow for the half-years ending 30 June 2014 and 30 June 2013.

(€/000) 30 JUNE 2014 30 JUNE 2013 EBT (71,858) 1,098 Amortisation and write-downs of intangible assets 31 575 Depreciation of operating and other assets 437 464 Unrealised property (write-ups)/write-downs 11,887 14,652 Write-ups/write-downs of investments 2,090 (61) Non-cash financial charges/(income) on derivatives and amortised cost 79,965 12,357 Financial income/(charges) from discounting of payables/receivables 37 98 Capital gain from sale of 12% of Beni Stabili Property Service S.p.A. - (546) Provisions for staff termination benefits 56 59 Provisions/(releases) for risks and charges and receivables 6,654 1,008 Cash flow from operating activities 29,299 29,704 Current tax (1,574) (2,010) Cash flow from operating activities net of taxes 27,725 27,694 Change in asset and liability items Receivables/payables due to property sales/purchases (54,838) (11,208) Other assets/other liabilities (3,104) (1,747) Payment of second instalment of tax to participate in SIIQ scheme (19,696) (19,204) Cash flow from operations in the half-year (49,913) (4,465)

As the above tables show, the main adjustments made by the Group to the profit or loss for each period to determine operating cash flow relate to:

- unrealised write-ups and write-downs recognised on the values of owned property for adjustments to fair value (for properties within the scope of IAS 40 and IFRS 5) or net realisable value (for properties within the scope of IAS 2);

- unrealised write-ups and write-downs in equity investments and/or units held in real estate funds owned by the Group;

- provisions to (or releases from) provisions for risks and charges, staff termination benefits and receivables;

- financial income and charges generated by financing and non-cash derivatives, mainly corresponding to the amortisation of up-front costs (which generate cash flows at the opening of loans, but passing onto the income statement only after this event); the ineffective portion of changes in the fair value of derivatives (passing onto the income statement in the period, but only generating cash inflows or outflows in subsequent periods); and

- depreciation and amortisation of tangible and intangible assets.

As well as the adjustments for the aforementioned non-cash entries (which therefore did not generate cash flows in the period under review) adjustments must be made for the change in receivables and payables in the period, which corresponds to net cash inflows or outflows due to advances or delays in collection or payment.

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10.2.2 Cash flow used in investing activity

The following table shows the cash flow generated or absorbed by investing and divesting activities in the financial years ending 31 December 2013, 31 December 2012 and 31 December 2011.

(€/000) 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 Investing activity (73,662) (99,758) (190,253) Divesting activity 129,280 97,423 91,436 Cash flow used in investing and divesting activities 55,618 (2,335) (98,817)

The following table shows the cash flow generated or absorbed by investing and divesting activities in the half-years ending 30 June 2014 and 30 June 2013.

(€/000) 30 JUNE 2014 30 JUNE 2013 Investing activity (22,763) (41,424) Divesting activity 81,398 66,708 Cash flow used in investing and divesting activities 58,635 25,284

In line with the type of activity carried out by the Group, as described in Paragraph 6.1.1 above, investing and divesting relate to:

- property purchases and sales;

- property development and, more generally, property refurbishment;

- purchases, subsequent capitalisation and sales of equity investments (directly or indirectly operating in the property sector);

- purchases, subsequent capitalisation and sales of units in property funds.

In particular, note that:

- investing activity related to purchases, development and refurbishment of properties (including the Group’s registered office) for €66,765 thousand in 2013, €99,419 thousand in 2012 and €189,598 thousand in 2011;

- divesting activity related to the disposal of properties for €127,580 thousand in 2013, €87,946 thousand in 2012 and €87,181 thousand in 2011.

In the first half of 2014, property-related investing activity absorbed €22,654 thousand in cash and cash equivalents (€41,407 thousand in the first half of 2013), while property sales generated cash and cash equivalents of €79,789 thousand (€65,009 thousand in the first half of 2013).

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10.2.3 Cash flow from financing activities

The following table shows cash flow generated from financing activities (including cash outflows for dividend payments) in the periods ending 31 December 2013, 31 December 2012 and 31 December 2011.

(€/000) 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 Dividends distribution (42,138) (42,137) (42,121) Payments/reimbursements and allocation to reserves by/to (469) (108) (353) minority shareholders Share capital increase with premium - - 286 Increase/(decrease) in borrowings 35,235 (154,303) (44,490) Cash flow from financing activities (7,372) (196,548) (86,678)

The following table shows cash flow generated from financing activity for the half-years ending 30 June 2014 and 30 June 2013.

(€/000) 30 JUNE 2014 30 JUNE 2013 Dividends distribution (42,138) (42,138) Payments/reimbursements and allocation to reserves by/to minority shareholders (347) (469) Increase/(decrease) in borrowings (7,065) 21,596 Cash flow from financing activities (49,550) (21,011)

The “Increase/(decrease) in borrowings” item includes changes in liquidity connected to the opening of short-, medium- and long-term loans (including outflows for the payment of up-front costs), and ordinary and extraordinary repayments (due to property sales or voluntary early settlements) of these loans.

10.3 Types of financial risks and related hedging activity

The Group’s activities expose it to a series of financial risks: market risk, credit risk and liquidity risk. The Group’s operating and financial policies are designed, inter alia, to minimise the negative impact of these risks on the Group’s financial performance. The Group makes use of derivatives to hedge against exposure to certain risks.

Risks connected to interest rate trends

The loans taken out by the Group are usually subject to variable rates plus a spread. The Group’s financial results are therefore materially influenced by interest rate trends.

Group policy is to minimise as far as possible the risk related to interest rates, so that it is substantially exposed only to risks connected to the property business. In any case, note that the Group does not engage in transactions that are purely speculative or not directly connected to its debt exposure.

The Group manages interest rate risk by using derivative contracts, mainly interest rate swaps that effectively convert the variable rate into a fixed rate for a period or throughout the term of the loan, for all or part of the financed amount.

The Group monitors interest rates continuously by providing quarterly efficiency tests for the hedging derivatives and also preparing a summary document.

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Foreign exchange risk

The Group operates exclusively in the Eurozone and is therefore not exposed to foreign exchange risk.

Inflation risk

The rents in the majority of leases are indexed to inflation. The indexing mechanism provides for growth in rents that matches a certain percentage of growth in prices, but does not provide for a reduction in rents in the event of a decrease in prices.

Trends in rental revenues are therefore linked to trends in inflation. However, inflation risk refers only to the risk of growth in rents under existing contracts, as rents cannot be reduced as a result of inflationary phenomena.

Generally speaking, the Group does not carry out operations designed to minimise this type of risk. Future inflation trends are only predetermined by stipulating specific swap contracts when the loan payment plan opened to purchase properties requires that the growth of future cash flows generated from rents be determined with absolute certainty. These contracts, which were stipulated in relation to the securitisation of the real estate mortgage loan of Imser 60 SIINQ S.p.A., provide for the payment at maturity of a fixed indexed amount by the swap counterparties, and the payment by Imser 60 SIINQ S.p.A. of the indexed amount actually received from the tenants. The contracts are subject to financial adjustment for spreads on a quarterly basis.

Liquidity risk

Loans taken out to fund purchases of property owned are structured according to the cash flows generated by the rental contracts, taking account of the management costs for which the owner is contractually responsible.

The Group aims not to expand the use of financial leverage beyond 60% of the total value of the real estate portfolio. Liquidity risk is therefore regarded as low.

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10.4 Financial requirements and structure of the Issuer

The following table shows the data taken from the consolidated statements of financial position for the periods ending 31 December 2013, 31 December 2012 and 31 December 2011, including net invested capital (uses) and the relative sources of financing.

(€/000) 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 Investment properties, under development and operating 3,888,810 3,962,344 3,976,957 Trading properties and properties held for sale 268,364 307,019 364,052 Intangible assets 1,127 2,012 3,151 Other tangible assets and non-current receivables 153,490 55,574 38,118 Securities and equity investments 44,283 39,546 45,439 Net working capital (57,609) (59,483) (7,967) Net invested capital 4,298,465 4,307,012 4,419,750 Financed by: - funds and provisions for derivatives 153,446 208,510 205,165 - net deferred tax liabilities (assets) (56,560) (35,520) (12,431) - non-current payables 126,767 39,036 60,936 - net borrowings 2,163,865 2,217,112 2,232,753 - minority interests 13,281 13,723 12,230 - Group equity 1,897,666 1,864,151 1,921,097 Sources of financing for net invested capital 4,298,465 4,307,012 4,419,750 Ratio of net borrowings/Group equity 1.14 1.19 1.16

Net invested capital at 31 December 2013 was €4,298,465 thousand, compared with €4,307,012 thousand in 2012 and €4,419,750 thousand in 2011. The decrease in net invested capital between 2011 and 2013, totalling €121,285 thousand, chiefly reflects the change in the Real Estate Portfolio and in net working capital, partially offset by growth in non-current receivables.

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The following table shows data taken from the consolidated balance sheets for the half-years ending 30 June 2014 and 30 June 2013 highlighting net invested capital (investments) and sources of financing.

(€/000) 30 JUNE 2014 30 JUNE 2013 Investment properties under development and used in operations 3,835,038 4,019,387 Trading properties and properties held for sale 252,805 243,874 Intangible assets 1,152 1,452 Other tangible assets and non-current receivables 127,725 49,719 Securities and equity investments 40,584 38,454 Net working capital 2,622 (43,679) Net invested capital 4,259,926 4,309,207 Funded by: - provisions and allocations for derivatives 199,432 167,176 - net deferred tax liabilities (assets) (62,885) (35,985) - non-current payables 90,073 28,605 - net financial debt 2,208,919 2,254,192 - minority interests 12,546 13,451 - Group equity 1,811,841 1,881,768 Total sources of financing for net invested capital 4,259,926 4,309,207 Ratio of net financial debt to Group equity 1.22 1.20

With regard to the real estate portfolio, the table below summarises changes occurring in the years ended 31 December 2013, 2012 and 2011 broken down by property category.

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(€/000) INVESTMENT PROPERTIES UNDER OPERATING PROPERTIES INCLUDED TRADING GRAND PROPERTIES DEVELOPMENT PROPERTIES IN ASSETS HELD FOR PROPERTIES TOTAL SALE Balance at 31 December 2011 3,618,398 305,536 53,023 275,835 88,217 4,341,009 Acquisitions/price adjustment 11,018 (1,200) - - 1,600 11,418 Capex 29,898 53,982 100 3,951 70 88,001 Sales - - - (86,085) (1,552) (87,637) Reclassifications 106,050 (110,210) (30,857) 35,336 (319) - Depreciation - - (851) - - (851) Balance at 31 December 2012 before 3,765,364 248,108 21,415 229,037 88,016 4,351,940 valuation of real estate portfolio Net write-ups/(write-downs) in the (65,881) (7,569) - (8,627) (1,407) (83,484) income statement Write-ups in equity 907 - - - - 907 Balance at 31 December 2012 3,700,390 240,539 21,415 220,410 86,609 4,269,363 Registration Document –BeniStabili S.p.A. SIIQ Purchases - 46,993 - - - 46,993 Capex 20,198 27,337 222 5,529 138 53,424 Sales (26,853) - - (93,531) (8,334) (128,718) Reclassifications (19,301) (46,600) (1,800) 67,701 - - Depreciation - - (642) - - (642) Price adjustment (1,159) - - - - (1,159) Balance at 31 December 2013 before 3,673,275 268,269 19,195 200,109 78,413 4,239,261 valuation of real estate portfolio Net write-ups/(write-downs) in the (61,960) (9,969) - (4,392) (5,766) (82,087) income statement Balance at 31 December 2013 3,611,315 258,300 19,195 195,717 72,647 4,157,174

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With regard to the real estate portfolio, the table below summarises changes occurring in the half-years ending 30 June 2014 and 30 June 2013 broken down by property category.

(€/000) INVESTMENT PROPERTIES PROPERTIES UNDER OPERATING PROPERTIES INCLUDED TRADING GRAND TOTAL DEVELOPMENT PROPERTIES UNDER ASSETS HELD FOR SALE PROPERTIES Balance as at 31 December 2013 3,611,315 258,300 19,195 195,717 72,647 4,157,174 Capex 2,447 19,393 62 578 174 22,654 Sales (60,420) - - (19,277) (92) (79,789) Depreciation - - (309) - - (309) Reclassifications 28,101 (32,201) - 4,100 - - Balance as at 30 June 2014 before the 3,581,443 245,492 18,948 181,118 72,729 4,099,730 valuation of the real estate portfolio Net write-ups/(write-downs) in the (4,753) (6,092) - (760) (282) (11,887) income statement Balance as at 30 June 2014 3,576,690 239,400 18,948 180,358 72,447 4,087,843

(€/000) INVESTMENT PROPERTIES PROPERTIES UNDER OPERATING PROPERTIES INCLUDED TRADING GRAND TOTAL DEVELOPMENT PROPERTIES UNDER ASSETS HELD FOR SALE PROPERTIES Balance as at 31 December 2012 3,700,390 240,539 21,415 220,410 86,609 4,269,363 Purchases - 46,986 - - - 46,986 Capex 9,905 12,643 182 4,620 75 27,425 Sales - - - (63,409) (1,600) (65,009) Reclassifications 42,185 (40,385) (1,800) - - - Depreciation - - (333) - - (333) Price adjustments (519) - - - - (519) Balance as at 30 June 2013 before the 3,751,961 259,783 19,464 161,621 85,084 4,277,913 write-down of the real estate portfolio Net write-ups/(write-downs) in the (9,446) (2,375) - (1,428) (1,403) (14,652) income statement Write-ups in equity ------Balance as at 30 June 2013 3,742,515 257,408 19,464 160,193 83,681 4,263,261 Registration Document – Beni Stabili S.p.A. SIIQ

Net working capital was negative by €57,609 thousand in 2013, compared with a negative amount of €7,967 thousand in 2011. The change mainly reflects the receipt of €60,539 thousand in 2012 as reimbursement of amounts paid pending judgment on a tax dispute over the acquisition of the 100% equity interest in Immobiliare Fortezza S.r.l. (for information on this dispute, see Section XX, Paragraph 20.7 of this Registration Document). The balance of net working capital at 31 December 2013 includes prepayments of income from leases invoiced in advance (but pertaining to a future period) amounting to €33,744 thousand, and the payable for the fourth instalment to be paid in June 2014 for tax to participate in the SIIQ/SIINQ scheme, amounting to €19,811 thousand.

The balance of other tangible assets and non-current receivables increased from €38,118 thousand in 2011 to €153,490 thousand in 2013. The positive change of €115,372 thousand is mainly due to: (i) the creation of a deposit of €102,500 thousand resulting from the drafting of a guarantee provided in relation to an operation to securitise the ImSer portfolio, following the reduction of the credit rating of the guarantor bank; (ii) the increase in non-current receivables for invoices to be issued to tenants, which rose from €10,454 thousand in 2011 to €17,612 thousand in 2013. These are mostly recognised in compliance with IAS 17 “Leases” by booking the total consideration for the contract on a linear basis throughout the term of the lease, and, based on the contractual provisions, will be payable after more than 12 months.

The financing sources of net invested capital between 2011 and 2013 include a decrease in: (i) provisions for risks for derivatives of €51,719 thousand; (ii) the positive balance of net deferred/prepaid taxes of €44,129 thousand; (iii) net borrowings of €68,888 thousand; and (iv) consolidated own funds (Group equity and minority interests) of €22,380 thousand. These decreases were partially offset by an increase in trade and other non-current payables of €65,831 thousand.

The marked change in provisions for risks for derivatives was due to an increase in provisions for risks and charges and staff termination benefits for €2,499 thousand and a decrease of €54,218 thousand in liabilities for derivatives, corresponding to the decrease in liabilities for derivatives on interest rates and inflation of €82,116 thousand, net of liabilities corresponding to the conversion options on the convertible bond loans issued in 2013 (maturing in 2018 and 2019) of €27,898 thousand. These options were booked under liabilities, in accordance with the international accounting standards, as the conditions for recognising them as components of equity do not exist.

The change in net deferred tax assets registered between 2011 and 2013 was mainly due to the recognition of deferred tax on the net property write-downs recognised in financial years 2012 and 2013.

The increase in trade and other non-current payables between 2011 and 2013 was, meanwhile, mainly due to the recognition (in 2013) of a debt of €102,500 thousand due to the activation of the liquidity facility intended to guarantee the operation to securitise the ImSer portfolio, after the downgrading of the guarantor bank, partially offset by the decrease in payables for tax to participate in the SIIQ/SIINQ scheme for €37,672 thousand due to the payment of the third instalment in June 2013, and the transfer to current receivables of the fourth instalment due in June 2014.

Please see Paragraph 10.1 above for details on the change in net borrowings, and the table of changes in equity in Paragraph 20.1.2 below for changes in Group equity and minority interests. The changes that took place in the three years under comparison mainly reflected, as well as the recognition of the results for the period, dividend distributions and changes in equity reserves resulting from the booking of hedging derivatives according to the cash flow hedging rules.

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10.5 Restrictions on the Issuer’s use of financial resources

As at the Registration Document Date, there are no restrictions on the use of financial resources that have, or could have, either directly or indirectly, significant repercussions on the Issuer’s activity. As part of the normal financing activities of the Property Portfolio, a portion of the resources generated from loans is deposited in accounts in the Issuer’s name, and pledged to the lending banks. Its use is limited to the provisions of the relative loan agreements.

10.6 Projected sources of financing

Beni Stabili believes that the available sources of financing and/or projected financing operations, namely those connected with the early repayment of the ImSer Portfolio loan referred to in Paragraph 5.1.5.2 “Early repayment of the ImSer Portfolio loan” of this Registration Document will be appropriate to cover the liquidity requirements arising from planned and approved investments.

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11. RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES

The Issuer does not carry out research and development activities.

However, as at the Registration Document Date, the Issuer owns the “Beni Stabili” trademark, accompanied by a stylised reproduction of a porcupine (known as the “hedgehog”).

In particular, this trademark is registered:

- in Italy, as the wordmark “Beni Stabili” and the wordmark “Beni Stabili Building Value”;

- in the EU, as the wordmark and figurative mark “Beni Stabili” (with hedgehog) and the figurative mark of the hedgehog alone;

- in the United States, as the wordmark and figurative mark “Beni Stabili” (with hedgehog) and the figurative mark of the hedgehog alone;

- in Canada, as the wordmark and figurative mark “Beni Stabili” (with hedgehog) and the figurative mark of the hedgehog alone.

Lastly, the Issuer held no patents at the Registration Document Date.

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12. INFORMATION ON EXPECTED TRENDS

12.1 Recent trends in the markets in which the Group operates

12.1.1 Real estate market: the reference macroeconomic context

The global economy strengthened in the second half of 2013, and a further improvement is expected in 2014 and 2015, mainly thanks to the positive contribution made by the advanced economies. Conversely, the emerging economies appear to be growing at a more modest pace than expected. For the Eurozone, a phase of modest recovery began, with low inflation.

The table below shows the forecasts issued in April 2014 by the International Monetary Fund in relation to the global Gross Domestic Product (GDP) over the two-year period 2014-2015, highlighting the differences compared with the January 2014 forecasts of the same International Monetary Fund.

ACTUAL DATA APRIL 2014 FORECAST DIFFERENCE FROM JANUARY 2014 FORECASTS 2012 2013 2014 2015 2014 2015 World 3.2 3.0 3.5 3.9 -0.1 -0.1 Developed countries 1.4 1.3 2.2 2.3 - - Japan 1.4 1.5 1.4 1.0 -0.3 - United Kingdom 0.3 1.8 2.9 2.5 0.4 0.3 United States 2.8 1.9 2.8 3.0 - - Eurozone -0.7 -0.5 1.2 1.5 0.1 0.1 Italy -2.4 -1.9 0.6 1.1 - -

Emerging countries 5.0 4.7 4.9 5.3 -0.2 -0.1 Russia 3.4 1.3 1.3 2.3 -0.6 -0.2 China 3.4 1.3 1.3 2.3 -0.6 -0.2 India 4.7 4.4 5.4 6.4 - - Brazil 1.0 2.3 1.8 2.7 -0.5 -0.2 Source: IMF, World Economic Outlook – April 2014 update.

With regard to the Eurozone, after four quarters of modest growth, GDP remained unchanged in the second quarter of 2014 compared to the previous year. On 4 September 2014 the European Central Bank therefore adjusted economic growth projections downward for 2014 and 2015 and upward for 2016. At present GDP growth of 0.9% is projected for 2014, 1.6% for 2015 and 1.9% for 2016. June 2014 estimates indicated growth of over 1% in 2014, 1.7% in 2015 and 1.8% in 2016 (source: European Central Bank).

On the same date, the ECB Management Board reduced the following by 10 basis points: (a) the interest rate on the main Eurosystem refinancing transactions, now equal to 0.05%; (b) the interest rate on marginal refinancing transactions, now equal to 0.30%; (c) the interest rate on deposits at the ECB, now equal to - 0.20%. In addition, the Management Board agreed to launch a programme to repurchase asset backed securities (ABS) with underlying assets consisting of assets in the non-financial private sector and covered bonds (source: European Central Bank).

The further reduction in rates confirms the ECB’s stated commitment to continue with an expansive monetary policy until a recovery takes shape.

With regard to Italy, in the second quarter of 2014 the economy shrank by 0.2% compared to the previous quarter, and no increase is projected for the third quarter (source: ISTAT). As a result of rounding off, the

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GDP growth estimate issued on 6 August 2014 was adjusted upwards from -0.3% to -0.2%. Since in the first quarter of 2014, GDP was down by -0.1% based on a cyclical comparison, Italy is in fact in a recession. The unemployment rate was 12.6% in July 2014 after an improvement in June of the same year, and for the first time in 55 years, prices have moved into a deflationary trend (source: ISTAT).

As regards the financial markets, thanks to the ECB’s expansionist policy, these continue to show a positive trend, especially for the peripheral Countries. The Italian share index closed the first quarter of 2014 with a performance of +14.4% (compared with +2% in the European share index). The bond markets also showed excellent performance. Currently, the government bonds of peripheral Countries, such as Italy, still with a significant Country risk and weak fundamentals, offer significantly reduced yields. The yield from 10-year BTPs at the end of the first quarter of 2014 dropped well below the threshold of 3.5%, close to the record lows of 2005, bringing the spread against the German Bund below 180 basis points.

The banking system continues to pose the main problem for the Italian economy and the real estate sector. Although spreads have moved away from the alarming levels of last summer, the supply of credit to businesses continues to shrink. As at January 2014, loans to non-financial companies were down 5% on an annual basis (-5.2% in the previous month; -2.6% a year earlier). There was a slight fall in the trend of total loans to households (-1.3% as at January 2014, -1.3% in the previous month, -0.6% as at January 2013). Mortgage lending as at January 2014 was down slightly at -1.1% (-1.1% in the previous month, -0.7% as at January 2013). The situation remains serious for Italian banks, and the ongoing write-downs of financial assets represent a significant risk factor. Non-performing loans, amounting to €160.4 billion as at January 2014, continue to rise, with an increase of 25% since January 2013, while non-performing loans net of provisions to capital stand at around €80 billion (more than 20% of the net assets of the Italian banks).

12.1.2 The European real estate market

Direct investments in non-residential properties in Europe in 2013 reached €153.9 billion, an increase of 21% compared with €120.4 billion in the previous year. A very positive signal was seen in the fourth quarter of 2013, with a total of €53.4 billion in transactions (+19% compared with the same period of 2012, and +46% compared with the previous quarter). Interest in property investments, in addition to the core markets such as the UK, Germany and France, also increased sharply in relation to the peripheral countries such as Spain and Italy, which saw the volume of investments more than double.

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The graph below shows the trend for non-residential sales in some of the main European countries (values in billions of euros):

+ 148% + 85% + 24% + 19% -6% 5.2 52.3 4.8

42.3

30.1 2.6 25.2 2.1 16.2 15.3

2012 2013 2012 2013 2012 2013 2012 2013 2012 2013

United Kingdom Germany France Spain Italy Regno Unito Germania Francia Spagna Italia Source: CBRE

Over the whole of 2013 there was strong interest from foreign investors, reassured by the anti-spread measures introduced by the ECB. In fact, 2013 saw the highest level of investment by investors from outside the region since 2007, with 44% of all transactions in Europe being carried out with foreign capital.

12.1.3 The Italian real estate market

In 2013 the Italian market for institutional investments in non-residential properties amounted to almost €4.8 billion, while the percentage of the total invested in Europe increased from 1.4% to 3.1%. In the fourth quarter of 2013, €1.8 billion was invested, representing a substantial increase: +265% compared with the fourth quarter of 2012 and +111% compared with the third quarter of 2013. The contribution from foreign capital at the end of the year was very high, at around 72% of the total invested in Italy. The average transaction size in 2013 was around €63 million, more than double the figure of €31 million seen in the previous year. This confirms the greater propensity of foreigners to invest in large operations and the greater difficulty for domestic investors to act in the current market.

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The graph below shows the trend for non-residential sales in Italy and the share of the European total (values in billions of euros, %):

VolumiVolumes (Euro (€/billion) Bn) %% su of investimentiEuropean investments Europei

6.0 10.00% 9.00% 5.0 4.8 4.3 8.00% 4.1 4.2 7.00% 4.0 6.00% 3.0 5.90% 2.6 5.00% 4.00% 4.4% 2.0 3.7% 3.00% 3.1% 2.00% 1.0 1.00% 1.4% 0.0 0.00% 2009 2010 2011 2012 2013

As regards the main markets, Milan recorded €525 million of investments in the fourth quarter of 2013, surpassing the €469 million invested in the whole of 2012. During the fourth quarter, the absorption volume stood at around 105,000 m2, bringing the annual total to 233,000 m2. Thanks to the good results in the quarter, the gross absorption volume for the whole of 2013 showed a slight fall of just 6% compared with 2012.

Activity in the Rome investment market was rather low, although performance for the year as a whole was positive, with transactions of €127 million in the fourth quarter of 2013, bringing the annual total to around €1 billion compared with €637 million in 2012. A total of 35,500 m2 of offices were absorbed during the fourth quarter, bringing the annual total to 159,300 m2. In general, the market in Milan and Rome is recovering slightly and has benefited from the interest of foreign investors, which were responsible for the larger transactions.

There were a number of substantial transactions during the closing months of 2013, mostly in the retail segment. The most important of these consisted of the purchase of more than 60% of the shares in a portfolio of 15 Auchan shopping centres by Morgan Stanley for a price of around €381 million, the purchase of the Valecenter and Airone di Sonae Sierra shopping centres by Blackstone for around €144.5 million, and the purchase of the Carrefour Limbiate shopping centre from CBRE Global Investors by ING Insurance for around €140 million. According to Jones Lang Lasalle, transactions worth around €720 million were carried out in the first quarter of 2014, approximately 7% less than in the same period of the previous year. Despite this mildly negative figure, there was a strengthening of interest in the Italian market from international opportunistic or value-added investors, as well as a revival of interest on the part of core institutional investors, including the Italian pension funds, which had been partially on stand-by in 2013.

The Blackstone group continued to be the most active of the foreign opportunistic operators, concluding in the first quarter of 2014 the acquisition of several properties from the portfolio of the Axa Immoselect real estate fund and the acquisition of a logistical portfolio situated in central and northern Italy for around €200

117 Registration Document – Beni Stabili S.p.A. SIIQ million. In addition, on 17 February 2014 Oceano Immobiliare, a company indirectly controlled by a group of funds belonging to the Blackstone group, submitted a public tender offer to Consob for 100% of the shares of the listed real estate fund Atlantic 1 managed by IDeA FIMIT. Another public tender offer for a listed real estate fund was also submitted during the first quarter. On 7 January 2014, the company GWM Group (a wealth management company based in Luxembourg) and the Eurocastle Investment fund (managed by a company linked to Fortress, holder of a 62.5% stake in Torre SGR) announced a voluntary public tender offer for around 40% of the shares of the real estate fund Unicredito Immobiliare Uno, for a total consideration of approximately €120 million. As regards the retail real estate market as a whole, the latest data provided by the Osservatorio sul Mercato Immobiliare (Real Estate Market Watch) of the Agenzia del Territorio (Land Registry Office) shows that in 2013 there was a contraction in the number of sales for both the non-residential and residential segments. The fourth quarter of 2013 showed a decrease of 7.5% in the total number of transactions compared with the same period of the previous year. The fall on an annual basis was 8.9%, with a total of 904,960 transactions, of which approximately 403,124 were residential. Nomisma believes that the trend in the number of residential transactions has begun to reverse, with a forecast increase to 452,614 in 2014 compared with 416,127 in 2013, and will continue to rise in 2015, with an estimated total of 500,000 transactions. With reference to property values, average prices for the 13 major Italian cities in 2013 fell by 5.5% for offices and 4.4% for retail premises. Nomisma expects prices in the office and retail segments to fall further in 2014 by 4.6% and 3.9% respectively, compared with last November’s previous forecast of -3.9% and -3.1%. As regards prime returns, for the office segment these stood at 6% in Milan and 6.5% in Rome in the fourth quarter of 2013 (an increase of 0.25 percentage points compared with the third quarter of 2013). For the retail segment, on the other hand, there was a slight fall to 5.5% for high street properties, compared with 5.75% in the previous quarter, while the return on shopping centres remained at 7%. In the case of non-prime properties, the larger numbers of transactions resulted in lower returns on “Good Secondary” shopping centres, which fell back to 8.5% from 8.75% in the third quarter of 2013.

Despite the aforementioned positive signs, which are supported, inter alia, by positive data on property purchases and sales in the first quarter of 2014 (ISTAT data), negative macroeconomic indicators in the second quarter of 2014 had a significant impact on estimates on the recovery in the property sector, which is still projected to be slow and uncertain for the current year and in the future.

12.1.4 The Beni Stabili Group

During the first half of 2014 the property service sector showed some signs of recovery, even though elements of weakness and uncertainty remain due to low demand for space and the difficult economic and financial conditions of many tenants, and especially those of a small and medium size. However, during the first six months of the year, foreign investors also confirmed their strong interest in the Italian market which was reflected in the growing number of property transactions completed and being executed.

With regard to the Group, in the first half of 2014, 19 new contracts were signed for about 18,800 m2, corresponding to €8,958 thousand in new annual rents once operational. Of these, six will be activated in the second half of this year. These contracts are in addition to renewals of about 22,400 m2 with annual rents of €4,039 thousand (an average increase of +42% compared to previous annual rents). In addition, during the same period, five lease contracts signed in previous periods for a total of 6,017 m2 were activated corresponding to a total of €2,295 thousand per annum once operational. These were in addition to the activation of three renegotiation agreements for 4,838 m2 with rents in keeping with previous levels.

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In addition, at 30 June 2014 the property occupancy rate was about 90%, while the Core portfolio had an occupancy rate of about 96% at 30 June 2014.

The ongoing measures taken by the Group to keep rents constant and limit the operating costs of properties should allow Beni Stabili to preserve the strength of the property portfolio and its ability to generate income even under weak economic conditions.

As a general rule, the current financial year features a constant improvement in the generation of recurring cash (+17% as at 30 June 2014), due mainly to a reduction in financial charges and operating costs.

With regard to costs, on the other hand, note that the early repayment of the ImSer Portfolio loan has involved non-recurring termination and refinancing costs of €164.8 million relating to the early repayment of the securitisation and to the early termination of the related hedging derivatives. These costs will be fully recorded in the third quarter of the current year and will have a negative impact on the Group’s results as at 30 September 2014, as well as on those at the end of the financial year (for more details on the Transaction, see Section V, Paragraph 5.1.5.2 “Early repayment of the ImSer Portfolio loan”).

At the Registration Document Date, the Issuer has not in place a business plan.

12.2 Information on trends, uncertainties, demands, commitments or known facts that might reasonably have significant impacts on the Issuer’s prospects for at least the current year

Except as indicated in Paragraph 12.1 above and in Section 4 “Risk factors” of the Registration Document, at the Registration Document Date and to the best of the Issuer’s knowledge there is no information on trends, uncertainties, demands, commitments or known facts that might reasonably have significant impacts on the Issuer’s prospects for at least the current year.

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13. PROFIT FORECASTS OR ESTIMATES

The Issuer does not provide any profit forecasts or estimates.

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14. ADMINISTRATIVE, MANAGEMENT OR SUPERVISORY BODIES AND KEY EXECUTIVES

14.1 Corporate bodies and key executives

Details are provided below about the members of the Board of Directors and the Board of Statutory Auditors, as well as the key executives of Beni Stabili at the Registration Document Date, giving a profile of each person as well as their functions, any posts held within the Group and, where applicable, their main external activities.

Each member of the Board of Directors and the Board of Statutory Auditors, as well as each executive, is domiciled for official purposes at the Company’s registered office at Via Piemonte 38, Rome, with the exception of the director Leonardo Del Vecchio, who is a resident of Monte Carlo (Monaco).

14.1.1 Board of Directors

Pursuant to Article 13 of the Articles of association, the Issuer’s Board of Directors is composed of a number of members not fewer than 5 and not greater than 15, elected by a clear vote of the Shareholders’ Meeting.

The members of the Board hold office for a period not exceeding three years, and may be re-elected. The directors leave office on the date of the Shareholders’ Meeting called to approve the financial statements for the last financial year of their office.

For additional information about the manner of election and replacement of Board members, see Article 13 of the Company’s Articles of association published in the “Corporate Governance” section of the website www.benistabili.it, as well as Section XXI of this Registration Document.

The Issuer’s Board of Directors in office at the Registration Document Date is composed of nine members, appointed by the Shareholders’ Meeting of 17 April 2013, and will remain in office until the date of approval of the financial statements for the year ending 31 December 2015.

The composition of the Issuer’s Board of Directors is as follows:

NAME AND SURNAME OFFICE HELD PLACE AND DATE OF BIRTH Enrico Laghi (*) Chairman Rome, 23 September 1969 Aldo Mazzocco (***) Chief Executive Officer Harare (Zimbabwe), 2 September 1961 Christophe Joseph Kullmann Director Metz (France), 15 October 1965 Leonardo Del Vecchio Director Milan, 22 May 1935 Giacomo Marazzi (*) Director Rottofreno (Piacenza), 17 December 1940 Jean Gaston Laurent Director Mazamet (France), 31 July 1944 Françoise Pascale Jacqueline Debrus (*)(**) Director Paris (France), 19 April 1960 Clara Pierfranca Vitalini (*)(**) Director Milan, 11 August 1961 Isabella Bruno Tolomei Frigerio (*)(**) Director Rome, 10 May 1963 (*) Independent director in accordance with Article 148, paragraph 3 of the TUF and the Self-regulation Code of Beni Stabili. (**) Independent director in accordance with the Self-regulation Code for Listed Companies (for information on the criteria of the Self-regulation Code for Listed Companies not applied by the Issuer for the purposes of assessing a director’s independence see Section XVI, Paragraph 16.4 of the Registration Document). (***) Executive director.

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Below is a brief curriculum vitae for each director, detailing their business management skills and experience:

Enrico Laghi – President of the postgraduate course in business economics at the University of Rome La Sapienza Faculty of Economics since 2003, as well as Full Professor of Business Economics at the University of Rome La Sapienza Faculty of Economics, and lecturer in Accounting Analysis for the Advanced Course at the Tax Police School of the Guardia di Finanza. Mr Laghi has also been a lecturer of Financial Analysis (2004-2006) and of General and Applied Accounting (2001-2002), both at LUISS Guido Carli University in Rome. He is the Official Receiver for the composition with creditors procedures 12/2013 and 13/2013 (Seat Pagine Gialle S.p.A. and Seat Pagine Gialle Italia S.p.A) and a member of the Consultative Working Group (“CWG”) for the Corporate Reporting Standing Committee (“CRSC”) of the ESMA, European Securities and Market Authorities. He is Chairman of the 231 Supervisory Body of Finmeccanica S.p.A., a director of the Rome Association of Chartered Accountants, and Chairman of the Board of Statutory Auditors of Fondazione Sapienza. He is also a member of EFRAG (European Financial Reporting Advisory Group) – Governance and Nominating Committee, and of the Board of Trustees of the OIV – Organismo Italiano delle Valutazioni. He is a liquidator of Lkts S.p.A. and the companies of the former Ktesios group (2011). Mr Laghi has also served as chairman of the “TWG – Accounting Rules and Financing” Commission of the European Construction Industry Federation (FIEC), the Standards Advice Review Group (“SARG”) of the European Commission, the Management Board of the OIC – Organismo Italiano della Contabilità and the Audit Commission of the ESA – European Space Agency.

Aldo Mazzocco – A graduate in civil engineering at the University of Padua, he obtained a master’s degree with distinction in business administration from the SDA “L. Bocconi” University in Milan. From 1990 to June 1994 he was General Manager of G. Pivato S.p.A., a Treviso construction company. From June 1994 to May 2011 he was Chief Executive Officer of C.F.I. S.p.A. in Treviso. Since July 2001 he has also held the post of Chief Executive Officer in the Company. From 2001 to 2012 he was a member of the Board of Directors of Beni Stabili Gestioni SGR in Rome, before becoming Chairman of that company in May 2012. Since 2007 he has also been a director of IM.SER S.r.l. in liquidation and of Beni Stabili Development Milano Greenway S.p.A. From June 2007 to January 2011 he was a member of the management board of Foncière des Régions, of which he has been General Manager since January 2011. In 2010 he became a board member of the European Public Real Estate Association (EPRA), and in July 2011 he became Chairman of Assoimmobiliare. He is also a member of the Board of Governors of Assonime. Finally, since 2012 he has been a director of Beni Stabili Property Service S.p.A. He is also a member of the Committee of Advisors of “L. Bocconi” University in Milan, the Royal Institution of Chartered Surveyors (RICS), the Scientific Committee of the Milan EIRE, and the Technical Committee for Territorial Competitiveness of Assolombarda.

Christophe Joseph Kullmann – Mr Kullmann’s experience in the real estate sector began in 1992, when he became Finance Director of Immobiliere Batibail. Following that company’s merger into Gecina in 1999, he was appointed Finance Director of the latter. He has been General Manager of Foncière des Régions since 2001, and Chairman of the Fédération des Sociétés Immobilieres et Foncières (FSIF) since 2012.

Leonardo Del Vecchio – After obtaining an engraver’s diploma in Milan, at the age of 20 he became technical director of a medals and decorations company. After three years, he decided to set up his own business making metal parts for the eyewear sector. In 1961 he founded Agordo la Luxottica S.p.A. In the 1980s, under his leadership, Luxottica S.p.A. pursued a process of internationalisation, and today the

122 Registration Document – Beni Stabili S.p.A. SIIQ company, of which he is now Chairman, is a world leader in the design, manufacture, distribution and sale of high-end, luxury and sports eyewear. Mr Del Vecchio has received numerous awards for his achievements: in 1986, the President of the Republic conferred on him the honour of “Cavaliere dell’Ordine al Merito del Lavoro” (Knight of the Order for Labour Merit); in May 1995 he received an honorary degree in Business Economics from Ca’ Foscari University in Venice; and in 1999 he was awarded an honorary master’s degree in International Economics by the MIB Management School in Trieste. In 2002 he received an honorary degree in Managerial Engineering from the University of Udine; in March 2006 he was awarded an honorary degree in Materials Engineering by the Polytechnic University of Milan; and in December 2012 he was awarded an honorary master’s in Business Administration by the CUOA Foundation.

Giacomo Marazzi – Holds a degree in economics and business from the University of Parma. From 1974 to 1992 he held important positions in the IVECO/FIAT group, firstly as Manager of International Activities and more recently as General Manager of Iveco’s Military Vehicle Division. He has also been Chief Executive Officer of Astra Veicoli Industriali S.p.A., Chairman of the Board of Directors of AITEC (Associazione Tecnico Economica del Cemento) and Chairman of Fondazione Cassa di Risparmio Piacenza e Vigevano. He was a member of the Board of Directors of Impregilo (now Salini Impregilo) until September 2013.

Jean Laurent – After graduating from the École nationale supérieure de l’aéronautique in 1967, he took a master’s degree in Sciences at Wichita State University. He began his career with the Crédit Agricole group, where he held supervisory posts in various retail banking sectors.

Françoise Pascale Jacqueline Debrus – A graduate of the École nationale du génie rural des eaux et des forêts and of the Institut national agronomique Paris-Grignon, he joined the Crédit Agricole group in 1987. Since January 2005 he has been CFO of the Caisse Regionale de l’Ile de France. In March 2009 he became Chief Investment Officer of Crédit Agricole Assurances. He was Deputy General Manager at Caisse Nationale du Crédit Agricole from 1993 to 1999, and subsequently, from 1999 to 2005, he served as General Manager in the same company after its acquisition by Crédit Lyonnaise. He was appointed Chairman of the Board of Directors of Foncière des Régions in 2011.

Clara Sebastian Vitalini – A graduate of the Liceo Linguistico Internazionale in Milan, she obtained a degree in Business Administration, with specialisations in international business and entrepreneurship, from McGill University in 1984. She subsequently took a master’s degree in business management at the School of Business Management of Bocconi University in Milan. From December 1984 to June 1988 she worked as brand manager for Procter & Gamble Italy, at the Rome and Milan offices. From 1989 to October 1992 she was senior consultant at Bain, Cuneo e Associati in Milan, a multinational business consultancy company. From 1992 to 1995 she was European Head of strategic portfolio development and marketing policy harmonisation for Soremartec S.A. Arlon, a member of the Ferrero group, responsible for the development of the group’s new products and strategic marketing activities. Subsequently, from 1996 to 2002, she served as marketing director in several companies, including the Milan Yomo Group and the Pharmacia Corporation – Carlo Erba OTC S.p.A., Milan. From 2002 to 2006 she was in charge of the consulting activities (strategy, organisation and marketing) of the company Lorien Consulting, WPP Group in Milan, specialising in marketing consultancy and research. She was also a founding partner of the company Global Strategy in Milan, specialising in business consultancy. Since February 2010 she has been a partner in charge of certain customer areas, working on research and selection projects, as well as head of development for management advisory projects in the Marketing & Sales division at Calenti&Partner S.r.l., an executive and management

123 Registration Document – Beni Stabili S.p.A. SIIQ search company. She has been a director of Beni Stabili since April 2013, and sits on the Company’s Remuneration and Audit and Risk Committees.

Isabella Bruno Tolomei – Graduating in economics and business at LUISS University in Rome in October 1986, she was first listed in the Register of Chartered Accountants of Rome in April 1988. She has been listed in the Special Register of Chartered Accountants and Auditors of Rome since 7 April 2014. From 1991 to 1996 she was head of the tax division function and assistant to the Managing Director of Ferrocemento Costruzioni e Lavori Pubblici S.p.A., as well as Auditor of a number of Ferrocemento’s subsidiaries. From 1997 to 1999 she was assistant to the Finance Director of Ferrocemento Costruzioni e Lavori Pubblici S.p.A. She was a member of the Board of Directors of Società Italiana per Condotte d’Acqua S.p.A. from 1997 to 1999; of the Board of Directors of Condotte Immobiliare S.p.A. from 2002 to May 2008; and of the Board of Directors of Ferfina S.p.A. from 2000 to 2006, with special responsibility for the Group’s finances. She served as Vice Chairman of Ferfina S.p.A. from 2007 to May 2008, with special responsibility for the Group’s finances. She was Vice Chairman of Condotte Immobiliare S.p.A. from June 2008 to April 2013, and has been CFO of the Ferfina group since 2005 and Chairman of the Supervisory Body of Società Italiana per Condotte d’Acqua S.p.A. since June 2008.

Members of the Board of Directors:

Pursuant to Article 18 of the Articles of association, the Board of Directors is invested with the widest powers for the ordinary and extraordinary administration of the Company, and in particular may perform all acts appropriate to the attainment and implementation of the corporate objects, with the exception only of acts that the law reserves imperatively to the Shareholders’ Meeting.

The Board of Directors deliberates exclusively on the matters indicated in Article 1.7 of the Self-regulation Code of Beni Stabili, including but not limited to:

(a) formulating and adopting the rules of corporate governance, defining the corporate governance system and structure of the Group, providing the related information in the Report on Corporate Governance;

(b) examining and approving the strategic, operational and financial plans of the Company and of the Group, and monitoring their effective implementation;

(d) examining and approving the annual budget of the Company and the Group, as well as its reformulation;

(e) examining and approving the periodic reporting documentation provided for by law;

(f) examining and approving the investment, financing and refinancing operations of the Company or one of its consolidated subsidiaries, for amounts individually exceeding €30 million and up to €300 million;

(g) examining and approving, after consultation with the Executive and Investment Committee, which adopts its opinion on the basis of a two-thirds majority of its members, the investments and financing and refinancing operations of the Company or one of its consolidated subsidiaries, for

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amounts individually exceeding €300 million. In such cases, the Board of Directors deliberates on the basis of a two-thirds majority of its members;

(h) examining and approving operations (including, purely by way of example, acquisitions or disposals of direct or indirect controlling equity investments) of particular economic or strategic importance with a value exceeding €30 million, as well as transactions with related parties, without prejudice in the latter instance to the cases provided for by law and the Articles of association, and operations falling to the responsibility of the Shareholders’ Meeting;

(i) examining and approving any operation that, regardless of the provisions of letters (f), (g) and (h) above, involves an increase of more than €30 million in the indebtedness of the Company and the Group;

(j) establishing the periodicity, which must not however be more than quarterly, with which the delegated bodies (e.g. the Chief Executive Officer and the internal committees of the Board of Directors) must report to the Board on the activities carried out in the exercise of the delegated powers;

(k) assessing the general operational performance, taking particular account of the information received from the Chief Executive Officer, and periodically comparing the achieved results with the established targets;

(l) deliberating on the operations of the Company and its subsidiaries, when such operations are of particular importance for the Company in strategic, economic, capital or financial terms;

(m) annually assessing the independence of the directors, at the time of the approval of the draft separate financial statements, taking account of the information provided by the individuals concerned and that known to the Board;

(n) performing an assessment of the functioning of the Board and its committees, as well as their size and composition (also taking account of factors such as the professional qualities and the managerial and other experience of their members, as well as the time served in office), periodically or whenever deemed necessary or appropriate, including in the light of any significant changes occurring during the period with regard to the composition of the Board or its operating procedures;

(o) verifying the adequacy of the organisational, administrative and accounting structure of the Company, as well as that of any strategically important subsidiaries, with particular reference to the system of internal control and risk management;

(p) providing information, in the framework of the Report on Corporate Governance: (a) on its own composition, indicating, for each member, the type of director (executive, non-executive, independent), the role held on the Board, the main professional qualities and the time served in office since the first appointment; (b) on the number and average duration of the meetings of the Board of Directors and its Committees held during the period, as well as on the respective percentage of participation by each director; and (c) on the procedures for the conduct of the Board’s self-assessment process;

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(q) reporting to the shareholders at Shareholders’ Meetings;

(r) without prejudice to matters falling to the responsibility of the Shareholders’ Meeting, providing for the preparation and implementation of share incentive plans;

(s) in order to ensure the proper management of corporate information, adopting, on the proposal of the Chief Executive Officer or the Chairman of the Board of Directors, a procedure for the internal treatment and external communication of documents and information concerning the Company, with particular reference to privileged information;

(t) in order to ensure the substantive and procedural transparency of transactions with related parties carried out by the Company, both directly and through subsidiaries, a procedure has been adopted for the regulation of transactions with related parties, and a “Committee for Related-Party Transactions” has been established, composed entirely of independent directors.

Powers vested in the Chief Executive Officer

Pursuant to Article 14 of the Articles of association, the Board of Directors may appoint one or more Chief Executive Officer.

At the meeting of 17 April 2013, the Board of Directors confirmed Mr Aldo Mazzocco as Chief Executive Officer of the Company, giving him the following powers:

(a) to represent the Company in dealings with third parties, any constitutional, judicial, administrative and/or institutional authority, and any public or private office in Italy or abroad;

(b) to oversee the technical and administrative performance of the Company, attending to all legal, fiscal, taxation and financial aspects in compliance with current legislation, particularly with reference to the provisions of Legislative Decree 81/2008 on health and safety in the workplace, as well as those of Legislative Decree 196/2003 on the protection of personal data;

(c) to sign correspondence and deeds relating to the routine administration of the Company, and to attend to the management of all activities of routine administration;

(d) to conclude, sign, amend and cancel contracts for works, supplies and services, including designs, up to a unit value of €30 million per individual contract; to conclude, sign, amend and cancel marketing and consultancy contracts relating to the real estate assets of the Company and to their management;

(e) to commission operators in the sector for the purchase and/or sale of real estate portfolios;

(f) to negotiate, conclude, manage, amend and cancel active and passive leases, as well as contracts for the leasing and/or sale of businesses and/or business units, to carry out transactions connected with the conservation, routine and extraordinary maintenance and/or restructuring of properties whether belonging to the Company or not, and to purchase the associated furnishings and arrange the provision of services and utilities;

(g) to grant spaces in commodate;

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(h) to pay expenses relating to ordinary and extraordinary maintenance, purchase of furniture and management charges (utilities and sundry services) for properties under lease to Beni Stabili that are functional to its operations, subject to an overall limit of €100,000.00 per annum;

(i) to attend to the management of relations with the lessors of properties;

(j) to attend to relations with suppliers and manage purchases;

(k) to negotiate, manage and conclude insurance contracts;

(l) to appoint, hire, promote, take disciplinary action against, establish the contractual conditions of and dismiss employees of any level and grade, including the managing director, if appointed, and to establish his/her powers and duties;

(m) to appoint to the offices of Chairman, Chief Executive Officer, Member of the Board of Directors, Sole Director and Auditor of investee companies; to appoint delegates to attend Ordinary and Extraordinary Shareholders’ Meetings of investee companies, and to determine the instructions to be followed by such delegates for the exercise of voting rights. In particular, with regard to Extraordinary Shareholders’ Meetings, delegates may be appointed and receive instructions only if the matter forming the subject of each individual resolution has a value not exceeding €30 million;

(n) to agree to the registration, cancellation, subrogation, postponement and transfer of mortgages on all goods belonging to the Company, to renounce legal mortgage rights; in all matters, to release the keepers of Land Registries from any and all liability in this regard, to establish and accept active and passive easements of any nature, to conclude rental agreements and leases, including for terms of more than nine years;

(o) to open, close and operate bank accounts in the context of credit granted, obtaining credit lines from the banking system for the Company without any limit on amount, provided the requested credit line does not involve the granting of collateral on the Company’s assets;

(p) to issue and transfer bank cheques and circular cheques, and to order payment arrangements and transfers without any limit on amount;

(q) to demand sums from private individuals or government offices, from the Bank of Italy, from credit institutions and from the Treasury in respect of principal, interest and ancillary charges, issuing the related receipts;

(r) to issue, endorse and transfer bills of exchange;

(s) to encash bills of exchange, postal and telegraphic money orders issued or transferred by third parties in the Company’s favour, to pay into banks for crediting to the Company’s account bank cheques, circular cheques and promissory notes issued or transferred by third parties in the Company’s favour;

(t) to protest bills of exchange, promissory notes and cheques, and to provide for the related levies of execution against movable and immovable property;

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(u) to represent the Company in dealings with trade unions;

(v) within the scope of the delegated matters and powers, to resolve disputes through amicable arbitration and reach settlements for amounts individually not exceeding €30 million;

(w) within the scope of the delegated matters and powers, to implement any administrative and legal action and to represent the Company before legal and government authorities, without exception, with the powers to institute legal proceedings;

(x) within the scope of the delegated matters and powers, to appoint lawyers and experts, sign waivers relating to judicial acts in any stage and degree of proceedings, conclude settlements and compromise agreements in relation to the disputes referred to in Article 409 of the Code of Civil Procedure;

(y) to represent the Company in bankruptcy proceedings, apply for declarations of bankruptcy, put forward the related receivables, take part and vote in meetings of creditors, enter into arrangements, accept apportionments and liquidations;

(z) to represent the Company in all matters, without exception, relating to taxes, levies, charges and duties of any kind and designation, with the power to conclude agreements and to sign and file appeals in administrative and judicial proceedings;

(aa) to grant loans and waive liquid and due receivables owed to subsidiaries, to issue guarantees and/or sureties to or on behalf of third parties (including subsidiaries), subject to a limit of €30 million for each individual operation;

(bb) to demand guarantees or counter-guarantees from financial and insurance institutions on behalf of the Company and/or its subsidiaries, and to take the measures necessary for the enforcement of the same;

(cc) to conclude, sign, amend and cancel contracts for the provision of services in favour of companies belonging to the Group;

(dd) to assign, transfer, purchase or lease tangible or intangible assets not expressly provided for in the annual budget approved by the Board for which the value, individually, does not exceed €3 million;

(ee) to arrange the purchase or sale of tangible or intangible assets not expressly provided for in the annual budget approved by the Board for which the value does not exceed €3 million if added to all similar purchases or sales made in the same financial year;

(ff) to conclude and sign deeds pertaining to disposals, purchases/sales or transactions involving real estate assets up to a unit value of €30 million, and to implement any transaction which, regardless of the above, involves an increase of up to €30 million in the indebtedness of the Company and the Group;

(gg) To sign deeds of expression of interest, non-binding on the Company, for the purchase and sale of real estate properties and/or complexes, of businesses and/or business units, without any limit on amount;

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(hh) to form companies, temporary groupings of companies and/or joint ventures in line with operational strategies;

(ii) to acquire and dispose of equity interests within the Beni Stabili Group, subject to the obligation to provide adequate information to the Board of Directors;

(jj) to confer and revoke authorisations within the scope of the powers vested in him.

Powers of the Chairman of the Board of Directors

At its meeting of 17 April 2013, the Board of Directors confirmed as Chairman of the Board of Directors Mr Enrico Laghi, who was also appointed Chairman of the (of which he is automatically a member, pursuant to Article 14 of the Articles of association), Chairman of the Appointment Committee, Chairman of the Remuneration Committee and a member of the Audit and Risk Committee.

Pursuant to Article 19 of the Articles of association, the Chairman of the Board of Directors has powers of legal representation and signature vis-à-vis third parties and courts.

* * *

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The table below lists the companies or partnerships in which the members of the Board of Directors are or have been members of the administrative, management or supervisory bodies, or shareholders/partners during the last five years, indicating the status of the office or equity interest held at the Registration Document Date.

NAME AND SURNAME COMPANY OFFICE OR EQUITY INTEREST HELD STATUS AT THE REGISTRATION DOCUMENT DATE Enrico Laghi 01 Distribution S.r.l. Auditor Left office Acea S.p.A. Chairman of the Board of Statutory Auditors In office Acea Produzioni S.p.A. Chairman of the Board of Statutory Auditors Left office B4 Holding S.r.l. Member of the Board of Directors In office Banca Finnat S.p.A. Member of the Board of Directors Left office Fendi S.r.l. Auditor Left office Gruppo Editoriale Espresso S.p.A. Auditor Left office Huffington Post Italia S.r.l. Chairman of the Board of Statutory Auditors In office Ktseios S.p.A. in liquidation Liquidator In office ICQ Holding S.p.A. Chairman of the Board of Statutory Auditors Left office Pirelli & C. S.p.A. Auditor Left office Prelios S.p.A. Chairman of the Board of Statutory Auditors In office Radiology 2002 S.r.l. Sole director In office RaiCinema S.p.A. Chairman of the Board of Statutory Auditors Left office Rainet S.p.A. (Rai Group) Auditor Left office Saipem S.p.A. Member of the Board of Directors In office Sevizi Aerei S.p.A. (Eni Group) Auditor Left office Studio Laghi S.r.l. Sole director In office UniCredit S.p.A. Auditor In office Aldo Mazzocco Assoimmobiliare Chairman In office Beni Stabili Gestioni SGR Chairman and member of the Board of In office Directors EPRA – European Public Real Estate Member of the Board In office Association Foncière des Régiones S.A. Deputy Managing Director In office Christophe Joseph Altarea (SCA) Permanent representative of FDR 3, member Left office Kullmann of the Supervisory Board Bp 3000 S.A. Permanent legal representative of Urbis Park In office S.A., Manager BATIPART (SA) Member of the Board of Directors Left office EPRA – European Public Real Estate Member of the Executive Office In office Association ELECTRON (GIE) Member of the Board of Directors Left office IEIF (association) Member of the Board of Directors In office IMMEO WOHNEN GmbH Member of the Supervisory Board In office Immobiliere Batibail Benelux SA Chief Executive Officer Left office FDR 3 (SAS) Chairman Left office FDR 2 (SAS) Chairman Left office

Foncière Développement Logements Member of the Board of Directors In office S.A. Foncière des Murs S.c.a. Chairman of the Supervisory Board In office Foncière des Régions S.A. Managing Director and Member of the Board In office of Directors Foncière Europe Logistique (SCA) Member of the Supervisory Board Left office

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NAME AND SURNAME COMPANY OFFICE OR EQUITY INTEREST HELD STATUS AT THE REGISTRATION DOCUMENT DATE Foncière Development Logement Member of the Supervisory Board Left office (SCA) FSIF (professional association) Chairman of the Board of Directors In office FSIF (professional association) Permanent representative of FdR and director Left office Gfr Bleriot S.a.s. Legal representative of FdR, Chairman In office Gfr Externalisation (SAS) Legal representative of FdR, Chairman Left office Gfr Kleber S.ar.l. Manager In office Gfr Property (SAS) Member of the Board of Directors Left office IPD France (SAS) Member of the Board of Directors Left office Primabail (SA) Permanent representative of FdR and director Left office SAS Bossuet Legal representative of FdR, Chairman Left office SAS Coetlosquet Legal representative of FdR, Chairman Left office SAS Quai de Dion Bouton Legal representative of FdR, Chairman Left office S.c.i. 15 Rue Des Cuirassiers Legal representative of FdR, Chairman of In office GFR Bleirot, Manager S.c.i. 288 Rue Duguesclin Legal representative of FdR, Chairman of In office GFR Bleirot, Manager S.c.i. du 1 Rue de Verdun Legal representative of FdR, Chairman of In office GFR Bleirot, Manager S.c.i. du 32/50 Rue Parmentier Legal representative of FdR, Manager In office S.c.i. du 20 Avenue F. Mistral Legal representative of FdR, Chairman of Left office GFR Bleriot, Manager S.c.i. Esplanade Belvedere II Legal representative of FdR, Manager In office S.c.i. Esplanade Belvedere III Legal representative of FdR, Manager Left office S.c.i. Latecoere Legal representative of FdR, Manager In office S.c.i. Latecoere 2 Legal representative of FdR, Manager In office S.c.i. Le Ponant 1986 Legal representative of FdR, Manager In office S.c.i. Mareville Legal representative of FdR, Manager Left office S.c.i. Omega A Legal representative of FdR, Manager In office S.c.i. Omega C Legal representative of FdR, Manager In office S.c.i. Place de l’Europe Legal representative of FdR, Manager In office S.c.i. Raphael Legal representative of FdR, Manager In office S.c.i. Ruhl Cote D’Azur. Legal representative of FdR, Manager In office S.c.i. Toulouse Blagnac Legal representative of FdR, Manager Left office S.c.i. Tostel Legal representative of FdR, Manager In office Technical S.a.s. Chairman In office Urbis Park Services (SAS) Legal representative of FdR, Chairman Left office Leonardo Del Vecchio Assicurazioni Generali S.p.A. Member of the Board of Directors Left office Aterno S.à.r.l. Member of the Board of Directors In office Delfin S.à.r.l. Member of the Board of Directors In office Foncière des Régions S.A. Vice Chairman In office Gianni Versace S.p.A. Member of the Board of Directors Left office GiVi Holding S.p.A. Member of the Board of Directors In office Kairos Julius Baer SIM Member of the Board of Directors In office Kairos Partners SGR S.p.A. Member of the Board of Directors Left office Luxottica S.p.A. Chairman of the Board of Directors In office Luxottica UK Ltd Chairman of the Board of Directors Left office Giacomo Marazzi AITEC (Ass. Tecnica Cemento) Chairman of the Board of Directors In office Banca del Monte di Parma Member of the Board of Directors Left office Cementi Rossi S.p.A. Member of the Board of Directors In office

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NAME AND SURNAME COMPANY OFFICE OR EQUITY INTEREST HELD STATUS AT THE REGISTRATION DOCUMENT DATE Fondazione Cassa di Risparmio di Chairman of the Board of Directors Left office Pacenza e Vigevano Salini Impregilo Member of the Board of Directors Left office Sirap Gema S.p.A. Member of the Board of Directors In office Sirap Insulation S.r.l. Member of the Board of Directors In office Sorgenti Italiane S.r.l. Chairman of the Board of Directors Left office Valtrebbia Acque Minerali S.p.A. Shareholder In office Valtrebbia Acque Minerali S.p.A. Chairman of the Board of Directors Left office Jean Laurent Crédit Agricole Egypt SAE Director In office Danone S.A. Director, Chairman of the Committee for In office Corporate Social Responsibility, Chairman of the Appointment and Remuneration Committee Eurazeo S.A. Vice Chairman of the Supervisory Board, In office Chairman of the Internal Control Committee Foncière des Régions S.A. Chairman of the Board of Directors In office Institut Europlace de Finance Chairman of the Board of Directors In office M6 Television Member of the Supervisory Board In office Pole de competitivite Finance Chairman In office Innovation (association) Unigrains S.A. Member of the Board of Directors In office François Pascale Altarea S.A. Member of the Board of Directors In office Jacqueline Debrus Crédit Agricole Immobilier Member of the Board of Directors Left office Promotion S.A. Eurosic S.A. Member of the Board of Directors In office Foncière des Murs S.c.a. Member of the Supervisory Board In office Foncière Développement Logements Member of the Supervisory Board In office S.A. Foncière des Régions S.A. Member of the Board of Directors Left office Foncière Paris France S.A. Member of the Board of Directors Left office Korian – Medica Member of the Board of Directors In office Medica S.A. Member of the Board of Directors Left office Ramsay Sante S.A. Member of the Board of Directors In office Clara Pierfranca Vitalini Calenti & Partner S.r.l. Partner and director In office Isabella Bruno Tolomei Assoimmobiliare Member of the Management Board In office Frigerio Condotte Immobiliare S.p.A. Vice Chairman Left office Condotte Immobiliare S.p.A. Chairman and partner (indirect) In office Credito Valtellinese S.p.A. Member of the Board of Directors In office Ferfina S.p.A. Chairman and partner (indirect) In office Fimoven S.a.s. Partner In office Finanziaria dei Dogi S.r.l. General partner (representative of In office Finanziaria dei Dogi S.r.l.) Finanziaria dei Dogi S.r.l. Sole director and partner In office Fondazione Italiadecide Member of the Chairman’s Committee In office Fondo Italiano di Investimento SGR Member of the Board of Directors In office S.p.A. Società Italiana per Condotte Member of the Supervisory Board and In office d’Acqua S.p.A. partner (indirect)

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None of the members of the Board of Directors is related to other members of the Issuer’s Board of Directors, members of the Board of Statutory Auditors or the Key Executives (as defined below) of the Company.

None of the members of the Board of Directors: (i) has declared, in the last five years, any convictions in relation to crimes of fraud; (ii) has been associated, in the context of the performance of their duties, with procedures of bankruptcy, receivership or voluntary liquidation, nor has been subject to any official charges and/or sanctions from public or regulatory authorities (including the designated professional associations), nor any disqualification by a court from holding office as a member of the Issuer’s administrative, managerial or supervisory bodies or from carrying out executive or management activities for any issuer for the previous five years, save as what is specified in the following paragraph.

On 8 January 2014, Consob initiated enforcement proceedings pursuant to Articles 193 and 195 of the TUF against Mr Leonardo Del Vecchio in relation to a delay in completing an internal dealing notice (not related to Beni Stabili shares) pursuant to Article 114, paragraph 7 of the TUF and Article 152-sexies et seq. of the Issuers Regulation.

14.1.2 Board of Statutory Auditors

Pursuant to Article 20 of the Articles of association, the Shareholders’ Meeting appoints five Auditors, three statutory and two substitute, possessing the qualifications required by law.

The Statutory Auditors hold office for three years, expiring on the date of the Shareholders’ Meeting called to approve the financial statements for the last financial year of their office, and may be re-elected.

For additional information about procedures for the election and replacement of Statutory Auditors, see Article 20 of the Company’s Articles of association, which are published in the “Corporate Governance” section of the website www.benistabili.it and in Section XXI of this Registration Document.

The Issuer’s Board of Statutory Auditors in office at the Registration Document Date was appointed by the Shareholders’ Meeting of 18 April 2012 and will remain in office until the date of approval of the financial statements for the year ending 31 December 2014.

The composition of the Issuer’s Board of Statutory Auditors is as follows:

NAME AND SURNAME OFFICE HELD PLACE AND DATE OF BIRTH Marcellino Bortolomiol Chairman of the Board of Statutory Auditors Valdobbiadene (TV), 25 September 1945 Luciano Acciari Auditor Rome, 15 April 1945 Fabio Venegoni Auditor Magenta (MI), 5 May 1963 Gianluca Pivato Substitute auditor Ponzano Veneto (TV), 25 March 1964 Francesco Freschi Substitute auditor Udine, 3 October 1967

Below is a brief curriculum vitae for each member of the Board of Statutory Auditors, detailing their business management skills and experience:

Marcellino Bortolomiol – Holds a degree in economics and business from Ca’ Foscari University in Venice, and has been listed in the Register of Chartered Accountants of Treviso since 1974 and the Register of Statutory Auditors since 1982. From 1972 to 1977 he worked as an auditor at PEAT, MARWICK,

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MITCHELL & Co. (international auditing firm, now KPMG) at the Milan office, with an intervening period of 18 months (October 1974 to March 1976) at the office in Dallas, Texas, in the USA. During his time in the States, he attended seminars on accounting and business subjects given by lecturers from the SouthWest Methodist University (SMU) in Dallas, and took professional training courses at the New York registered office of P.M.M. & Co. Since 1977 he has practised the profession of Chartered Accountant and Auditor, carrying out tax consulting and auditing activities at large companies in the Triveneto region. He was also appointed by the Treasury Ministry as liquidator of companies of the EFIM Group in compulsory liquidation. He has received numerous appointments from the Court of Treviso as official receiver and liquidator of various companies and businesses, including, between 1995 and 2002, Bredafin Innovation S.p.A. (a subsidiary of Finanziaria Ernesto Breda S.p.A., Milan) and Sistemi e Spazio S.p.A., Rome, in compulsory liquidation (a subsidiary of EFIM), and between 1997 and 2007, Alumix S.p.A. in compulsory liquidation (a wholly owned subsidiary of EFIM). He has also taught courses at CUOA (Centro Universitario di Organizzazione Aziendale) in Altavilla Vicentina and at UNINDUSTRIA on audit-related subjects. Finally, he has served as Chairman and member of the Board of Statutory Auditors and the Board of Directors of various companies and groups.

Luciano Acciari – Holds a degree in law from the University of Rome La Sapienza, and has been listed in the Rome register of lawyers since 1972. In 2008 he joined the firm Gianni, Origoni, Grippo, Cappelli & Partners after gaining wide experience in major Italian companies and public bodies. From 1984 to 1996 he was an officer and then head of the legal, corporate and tax department of the Finmeccanica group. Between 1973 and 1984 he was an officer and then executive at the Ministry of Finance, taking part in various working groups for the production of laws and regulations on direct and indirect taxation of the local authorities, with particular regard to real estate taxes. From 1980 to 1985, he served as secretary of the Parliamentary Committee, advising the government on amendments to tax legislation.

Fabio Venegoni – Having graduated with first-class honours in economic and social sciences at Bocconi University in March 1987, he has been listed in the Milan Register of Chartered Accountants since 1988. He has been a partner of Trotter Studio Associato and an auditor since 12 April 1992. Listed in the Register of Technical Consultants of the Court of Milan since 1990, he is also a Voluntary Jurisdiction appraiser. He was contract professor of General Accountancy in the Department of Business Economics at the University of Brescia from 2001 to 2009, and has been a member of the International Technical Committee at the Business Tax Research Centre (CERTI) of Bocconi University since 1996. He was Vice Chairman of the Commission on International and EU Law at the Milan Association of Chartered Accountants from 1989 to 2002, and also teaches on a number of master’s degree courses.

Gianluca Pivato – Graduated in economics and business at Ca’ Foscari University, Venice, in 1989, and has been listed in the Treviso Register of Chartered Accountants and Auditors since 2003. He was appointed auditor in 1995, and is also listed in the register of local authority auditors – bands 1, 2 and 3. Finally, he is a technical consultant to the Commercial Division of the Court of Treviso. From 1989 until 1994 he carried out audit activities (up to senior level) with the firm Arthur Andersen. Since 1994 he has practised his profession as Chartered Accountant with the firm Duodo&Pivato in Treviso, of which he became a partner in 2003. He has also acquired substantial experience working in local authorities. Finally, he is a member of the Accounting and Financial Statements Commission of the National Council of Chartered Accountants and the Treviso Association of Chartered Accountants and Auditors, with the duties of treasurer, and delegate of the Treviso Association on the Management Board of the Tre Venezie Association of Chartered Accountants.

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Francis Freschi – With a degree in business economics obtained in 1991 at Bocconi University, he has been registered with the Association of Chartered Accountants since 1992 and listed in the Register of Auditors since 1996. A practising Chartered Accountant since 1991, he has gained extensive experience, mainly in extraordinary financing operations, separate and consolidated financial statements, taxation of groups of companies, and corporate and financial reorganisation of groups of companies. Some of the most significant operations in which he has taken part include the creation of international joint ventures by a group of companies in the fashion sector; real estate acquisitions by a multinational group in the fashion sector; corporate restructuring in the cosmetics sector; disposal – through a competitive procedure – of a substantial real estate portfolio by a banking group; acquisition of business units in the local public transport sector; and rationalisation of the corporate structure of a listed group quoted in the automotive sector. He has served as statutory auditor in operating companies, holding companies and asset management companies. He collaborates, as an external lecturer, in taxation courses organised at the School of Business Management of Bocconi University in Milan and with the Chair of Commercial Criminal Law at Bicocca University’s Faculty of Law in Milan.

The table below lists the companies or partnerships in which the members of the Board of Statutory Auditors are or have been members of the administrative, management or supervisory bodies, or shareholders/partners during the last five years, indicating the status of the office or equity interest held at the Registration Document Date.

NAME AND SURNAME COMPANY OFFICE OR EQUITY INTEREST HELD STATUS AT THE REGISTRATION DOCUMENT DATE Marcellino Bortolomiol Alfathem S.p.A. Chairman of the Board of Statutory Auditors Left office Ascopiave S.p.A. Chairman of the Board of Statutory Auditors In office Ascotrade S.p.A. Auditor Left office Automobili Mattarollo S.r.l. Chairman of the Board of Statutory Auditors Left office Banca Apulia S.p.A. Member of the Board of Directors In office Banca Popolare di Intra S.p.A. Director Left office Beni Stabili Development Milano Chairman of the Board of Statutory Auditors In office Greenway S.p.A. Beni Stabili Gestioni SGR Auditor Left office B.S. Immobiliare 8 S.p.A. SIIQ Chairman of the Board of Statutory Auditors In office B.S. Immobiliare 9 S.p.A. SIIQ Chairman of the Board of Statutory Auditors In office Bortolomiol S.p.A. Member of the Board of Directors In office Ca’ Bressa S.r.l. Auditor Left office Cantina Produttori di Valdobbiadene Partner In office S.a.c. Civita Tre Venezie S.r.l. Sole auditor In office Col Rosà S.p.A. Chairman of the Board of Statutory Auditors Left office Corradi S.p.A. Chairman of the Board of Statutory Auditors Left office Doimo Materassi S.r.l. Auditor Left office EST Capital Group S.r.l. Chairman of the Board of Statutory Auditors Left office EST Capital SGR S.p.A. Chairman of the Board of Statutory Auditors Left office Iniziative Unindustria S.r.l. Auditor In office Imser 60 SIINQ S.p.A. Chairman of the Board of Statutory Auditors In office Lotto Sport Italia S.p.A. Director Left office Mattarollo Motori S.p.A. Chairman of the Board of Statutory Auditors In office Nordue S.r.l. Chairman of the Board of Directors In office Olivi Agricoltura S.r.l. Director In office Roberto Industria Alimentare S.p.A. Chairman of the Board of Statutory Auditors In office

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NAME AND SURNAME COMPANY OFFICE OR EQUITY INTEREST HELD STATUS AT THE REGISTRATION DOCUMENT DATE SIPA S.p.A. Chairman of the Board of Statutory Auditors In office Synergia Consulting Group S.r.l. Director and partner In office Sviluppo Ripamonti S.r.l. Auditor In office Tecnica Group S.p.A. Auditor In office Telefriuli S.p.A. Auditor Left office Vegagest Immobiliare SGR S.p.A. Director Left office Zoppas Industries S.p.A. Chairman of the Board of Statutory Auditors In office Luciano Acciari Autostar Immobiliare S.p.A. Chairman of the Board of Directors In office Feudi di San Gregorio S.p.A. Director In office Società per Azioni Lucchese Olii e Director In office Vini (Salov) STMicroelectronics Holding N.V. Member of the Supervisory Board In office Ergy Capital Member of the Board of Directors Left office Fabio Venegoni Amazon Customer Services S.r.l. Sole auditor In office Agosta S.r.l. Auditor Left office Amazon Italia logistica S.r.l. Sole auditor In office Aura Holding S.p.A. Auditor In office Boitique Vercelli S.r.l. in liquidation Auditor Left office Ceccato S.p.A. in liquidation Director Left office Coccinelle S.p.A. Chairman of the Board of Statutory Auditors In office Denuke S.c.ar.l. Sole auditor In office ENI Timor Leste S.p.A. Auditor In office Epic Sim S.p.A. Auditor In office IEOC S.p.A. Auditor In office Faro S.p.A. Auditor Left office Fiditalia S.p.A. Auditor In office Infragruppo S.p.A. Board of Statutory Auditors Left office Larevi Finanziaria S.r.l. Sole director Left office La Casa Vhernier S.p.A. Auditor In office La Perla S.r.l. in liquidation Director Left office Magenta Finance S.r.l. Sole auditor In office Monforte Finance S.r.l. Sole auditor In office Metron Technology Italia S.r.l. Chairman of the Board of Statutory Auditors Left office Naar Tour Operator S.p.A. Director Left office Pietro Fiorentini S.p.A. Chairman of the Board of Statutory Auditors In office Quanta System S.p.A. Chairman of the Board of Statutory Auditors Left office Radiall Elettronica S.r.l. Auditor Left office Riqualificazione Grande Chairman of the Board of Statutory Auditors Left office Distribuzione S.p.A. Rotolito Lombarda S.p.A. Auditor In office Saipem S.p.A. Chairman of the Board of Statutory Auditors Left office Saipem Energy Services S.p.A. Chairman of the Board of Statutory Auditors Left office Samgas S.r.l. Sole auditor In office Seliport S.r.l. in liquidation Auditor Left office Servizi Energia Italia S.p.A. Chairman of the Board of Statutory Auditors Left office Si Servizi S.p.A. Auditor Left office Societé Generale ItaliaHolding S.p.A. Auditor In office Société Générale Mutui Italia S.p.A. Auditor Left office Smacemex S.c.ar.l. Sole auditor In office Tecnosystem Sole auditor In office Velas 2001 S.p.A. Sole director In office

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NAME AND SURNAME COMPANY OFFICE OR EQUITY INTEREST HELD STATUS AT THE REGISTRATION DOCUMENT DATE Zest Gaming S.p.A. Director In office Francesco Freschi Actelios Solar S.p.A. Substitute auditor Left office Arnaboldi S.r.l. Substitute auditor Left office BIM S.r.l. Substitute auditor Left office BIMA S.p.A. Substitute auditor Left office BKN Fiduciaria S.p.A. Substitute auditor Left office Ceresio SIM S.p.A. Auditor In office C.I.DE. S.p.A. Auditor In office CIEFFE S.r.l. Director In office Coreat Società Consortile a Auditor Left office responsabilità limitata DEBORAH GROUP S.p.A. Substitute auditor In office EASCON S.p.A. Auditor In office Etro S.p.A. Auditor In office Eurofinleading Fiduciaria S.p.A. Auditor In office Gefin S.p.A. Auditor In office Global Selection SGR S.p.A. Auditor In office Guidami S.r.l. Auditor Left office IES SGR S.p.A. Auditor Left office M.5 S.p.A. Substitute auditor Left office Metro 5 Lilla S.r.l. Substitute auditor Left office Quartieri Durini S.p.A. Substitute auditor In office Reda S.p.A. Statutory auditor In office Trasporti Agricoli S.p.A. Auditor In office Zec S.p.A. Auditor In office Gianluca Pivato ACB Group S.p.a. Member of the Board of Directors In office Benind S.p.A. Auditor In office Beni Stabili Asset Managment S.p.A. Chairman of the Board of Statutory Auditors In office (now BS 7 S.p.A.) Beni Stabili Development S.p.A. Chairman of the Board of Statutory Auditors In office Beni Stabili Gestioni SGR Auditor In office Caberlotto Giovanni&Figlio S.p.A. Auditor Left office Centro Vacanze Prà delle Torri S.r.l. Auditor In office Cesar Arredamenti S.p.A. Member of the Board of Directors In office Delta Erre S.p.A. Chairman of the Board of Statutory Auditors In office DF Audit S.p.A. Chairman of the Board of Statutory Auditors In office Edizione Property S.p.A. Auditor In office Epiù S.p.A. Auditor In office Est Più S.p.A. Auditor Left office Est Reti Elettriche S.p.A. Auditor Left office Evoluzione S.p.A. Auditor Left office Evoluzione Finanziaria S.r.l. Auditor Left office Fabrica S.p.A. Auditor In office Geo Holding S.r.l. Auditor Left office Geo Nova S.p.A. Auditor Left office Giar. Fin. S.r.l. Chairman of the Board of Statutory Auditors Left office Gruppo Industriale Tegolaia S.r.l. Chairman of the Board of Statutory Auditors In office Isontina Reti Gas S.p.A. Auditor Left office Italscale Fusalluminio S.r.l. Chairman of the Board of Statutory Auditors In office Mab Industrie S.p.A. Chairman of the Board of Statutory Auditors Left office Olimpias S.p.A. Auditor In office

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NAME AND SURNAME COMPANY OFFICE OR EQUITY INTEREST HELD STATUS AT THE REGISTRATION DOCUMENT DATE Panto Finestre S.r.l. Auditor In office Porto San Rocco S.p.A. Auditor Progetto Casa S.p.A. Auditor In office Proposta S.r.l. Auditor In office Quadrifoglio Sistemi d’Arredo S.p.A. Chairman of the Board of Statutory Auditors In office Risorse e Sviluppo Napoli S.p.A. Chairman of the Board of Directors Left office Salco S.p.A. Auditor In office Sigi S.r.l. Auditor Left office Stalam S.p.A. Auditor Left office Stalpart S.r.l. Auditor In office Stradeblu S.r.l. Chairman of the Board of Statutory Auditors Left office Tegolaia Sud S.r.l. Auditor Left office Trentin Ghiaia S.p.A. Chairman of the Board of Statutory Auditors In office USL n.9 – Treviso Auditor In office 21 Partners S.p.A. Auditor In office

None of the members of the Board of Statutory Auditors is related to other members of the Issuer’s Board of Statutory Auditors, the members of the Board of Directors or the Key Executives (as defined below) of the Company.

None of the members of the Board of Statutory Auditors: (i) has declared, in the last five years, any convictions in relation to crimes of fraud; (ii) has been associated, in the context of the performance of their duties, with procedures of bankruptcy, receivership or voluntary liquidation, nor has been subject to any official charges and/or sanctions from public or regulatory authorities (including the designated professional associations), nor any disqualification by a court from holding office as a member of the Issuer’s administrative, managerial or supervisory bodies or from carrying out executive or management activities for any issuer for the previous five years, save as what is specified in the following paragraph.

On 15 July 2014, Consob initiated enforcement proceedings pursuant to Articles 190 and 195 of the TUF against Mr Marcellino Bortolomiol in relation to the violation of Article 40, paragraph 1, letter a) of the TUF, regarding correct and diligent behaviour in the provision of collective asset management services, and Article 40, paragraph 1, letter b) of the TUF, regarding the identification and management of situations of conflict of interest within a transaction outside the Beni Stabili Group.

14.1.3 Key Executives

The table below provides information about the key executives (the “Key Executives”) of the Issuer at the Registration Document Date:

NAME AND SURNAME OFFICE HELD PLACE AND DATE OF BIRTH Luca Lucaroni Chief Financial Officer Genoa, 11 December 1962 Stefano Vittori Chief Operating Officer Rome, 28 November 1958

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Below is a brief curriculum vitae for each Key Executive, detailing their business management skills and experience:

Luca Lucaroni – With a degree in business economics from Bocconi University in Milan, he is a Chartered Accountant and Auditor. He spent the first 10 years of his career with the auditing firm PricewaterhouseCoopers, where he held posts at all levels up to Senior Manager. In 2001 he left the consultancy firm and began his experience in the real estate sector as Chief Financial Officer of Aedes. Since 2003 he has been Chief Financial Officer of Beni Stabili, where, inter alia, he coordinated the Company’s transformation into an SIIQ.

Stefano Vittori – With a first-class degree in law, obtained in July 1983 at the University of Rome La Sapienza, he has been a contract lecturer (for three academic years from 1990 to 1993) teaching “Public works and construction legislation” at the Faculty of Economics of the University of L’Aquila. Since September 2001 he has held executive positions within the Company, serving as Director of Legal and Corporate Affairs (until 2010), Personnel Director (2003 to 2008), Dynamic Portfolio Director (2008 to 2010), as well as being a member of the Management Board of FdR (2009 to 2011).

None of the Key Executives is related to the other Key Executives of the Issuer indicated in the table above, or to members of the Company’s Board of Directors or Board of Statutory Auditors.

None of the Key Executives: (i) has declared, in the last five years, any convictions in relation to crimes of fraud; (ii) has been associated, in the context of the performance of their duties, with procedures of bankruptcy, receivership or voluntary liquidation, nor has been subject to any official charges and/or sanctions from public or regulatory authorities (including the designated professional associations), nor any disqualification by a court from holding office as a member of the Issuer’s administrative, managerial or supervisory bodies or from carrying out executive or management activities for any issuer for the previous five years.

14.2 Conflicts of interest of the members of the Board of Directors, the members of the Board of Statutory Auditors and the Key Executives

14.2.1 Potential conflicts of interest of the members of the Board of Directors, the Board of Statutory Auditors or the Key Executives of Beni Stabili

At the Registration Document Date, the Company is not aware of any conflicts of interest affecting the Issuer, the members of the Board of Directors, the Board of Statutory Auditors or the Key Executives of the Company.

14.2.2 Agreements or arrangements with major shareholders, customers, suppliers or others that have led to the selection of members of administrative, management or control bodies or senior executives

At the Registration Document Date, the Company is not aware of any agreements or arrangements with major shareholders, customers, suppliers or others that may have led to the selection of the persons listed in Paragraph 14.1 above as members of the Board of Directors, the Board of Statutory Auditors or Key Executives of the Company.

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14.2.3 Any restrictions agreed by the members of the Board of Directors and the Board of Statutory Auditors and by the Key Executives with regard to the transfer of the Issuer’s shares

At the Registration Document Date, the persons indicated in Paragraphs 14.1.1, 14.1.2 and 14.1.3 above have not agreed any restrictions on the transfer of any of the Issuer’s shares held in the portfolio.

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15. REMUNERATION AND BENEFITS

15.1 Remuneration and benefits in favour of members of the Board of Directors, members of the Board of Statutory Auditors and Key Executives

The table below shows the remuneration paid during the year ending 31 December 2013, for any reason and in any form, by the Company and its subsidiaries to the members of the Board of Directors.

NAME AND SURNAME OFFICE HELD START OF END OF FIXED FEES FEES FOR BONUSES NON- OFFICE OFFICE (€/000) PARTICIPATION AND OTHER MONETARY IN COMMITTEES INCENTIVES BENEFITS (€/000) (€/000) (€/000) Enrico Laghi Chairman 17.04.2013 31.12.2015 90 24 - - Aldo Mazzocco Chief Executive 17.04.2013 31.12.2015 804 6 - 35 Officer Christophe Kullmann Director 17.04.2013 31.12.2015 50 8 - - Leonardo Del Vecchio Director 17.04.2013 31.12.2015 50 8 - - Giacomo Marazzi Director 17.04.2013 31.12.2015 50 24 - - Jean Gaston Laurent Director 17.04.2013 31.12.2015 50 2 - - Françoise Pascale Director 17.04.2013 31.12.2015 35 4 - - Jacqueline Debrus Clara Pierfranca Director 17.04.2013 31.12.2015 35 8 - - Vitalini Isabella Bruno Tolomei Director 17.04.2013 31.12.2015 35 - - - Frigerio

The table below shows the remuneration paid during the year ending 31 December 2013, for any reason and in any form, by the Company and its subsidiaries to the members of the Board of Statutory Auditors.

NAME AND SURNAME OFFICE HELD START OF END OF FIXED FEES FEES FOR BONUSES NON- OFFICE OFFICE (€/000) PARTICIPATION AND OTHER MONETARY IN COMMITTEES INCENTIVES BENEFITS (€/000) (€/000) (€/000) Marcellino Bortolomiol Chairman 18.04.2012 31.12.2014 127 - - - Luciano Acciari Auditor 18.04.2012 31.12.2014 45 - - - Fabio Venegoni Auditor 18.04.2012 31.12.2014 45 - - - Gianluca Pivato Substitute auditor 18.04.2012 31.12.2014 - - - - Francesco Freschi Substitute auditor 18.04.2012 31.12.2014 - - - -

The fees, at aggregate level, paid during the financial year ending 31 December 2013, for any reason and in any form, by the Company and its subsidiaries to the Company’s two Key Executives amounted to €570,000, to which must be added €11,000 in non-monetary benefits.

The Company’s remuneration policy provides for the payment of a benefit to the Chief Executive Officer. In particular, the Chief Executive Officer is paid a benefit in the form of an all-inclusive lump sum of €2,000,000 gross in the event of early termination of the relationship without just cause. In more detail, the benefit is not payable in the event of termination of office for just cause or withdrawal from the executive relationship in existence with a company of the Beni Stabili Group for just cause, or in the event of the voluntary resignation by the Chief Executive Officer from his/her offices within the Company (Director,

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Chief Executive Officer and member of the Executive and Investment Committee) or from the executive relationship in existence with a company of the Beni Stabili Group.

For additional information on the remuneration of the members of the Board of Directors, the members of the Board of Statutory Auditors and the two Key Executives, as well as on the benefits payable to the Chief Executive Officer, see the Remuneration Report, prepared pursuant to Article 123-ter of the TUF and Article 84-quater of the Issuers Regulation, incorporated by reference in this Registration Document and available to the public at the Issuer’s registered office and on the Company’s website www.benistabili.it, in the “Corporate Governance” section.

The Remuneration Report, approved by the Board of Directors on 14 February 2014, was submitted for a purely consultative vote by the Shareholders’ Meeting of 15 April 2014 called, inter alia, to approve the annual financial statements, which gave its approval to the first section of the Remuneration Report illustrating the policy on remuneration of the members of the Board of Directors and the Key Executives and the procedures used for the adoption and implementation of the remuneration policy.

15.2 Amounts set aside or accumulated for the payment of pensions, termination benefits and similar benefits

As at 30 June 2014, the Company’s provision for staff termination benefits amounted to €896 thousand.

Provision to the staff termination benefits is made in compliance with the legal provisions in force, and because the Company has more than 50 employees, Beni Stabili does not accumulate any additional staff termination benefits since it pays everything into the supplementary funds chosen by employees and the INPS fund.

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16. PRACTICES OF THE BOARD OF DIRECTORS

16.1 Term of office of the members of the Board of Directors and the members of the Board of Statutory Auditors

Board of Directors

The Board of Directors was appointed by the Shareholders’ Meeting of 17 April 2013 and will remain in office until the approval of the financial statements for the year ending 31 December 2015.

The table below shows, for each director, the office held in the Company and the date from which the serving directors at the Registration Document Date took office for the first time.

NAME AND SURNAME OFFICE HELD DATE OF FIRST APPOINTMENT Enrico Laghi Chairman 15 December 2010 Aldo Mazzocco Chief Executive Officer 9 July 2001 Christophe Joseph Kullmann Director 27 June 2007 Leonardo Del Vecchio Director 9 July 2001 Giacomo Marazzi Director 9 July 2011 Jean Gaston Laurent Director 15 December 2010 Françoise Pascale Jacqueline Debrus Director 17 April 2013 Clara Pierfranca Vitalini Director 17 April 2013 Isabella Bruno Tolomei Frigerio Director 17 April 2013

Board of Statutory Auditors

The Board of Statutory Auditors was appointed by the Shareholders’ Meeting of 18 April 2012 and will remain in office until the approval of the financial statements for the year ending 31 December 2014.

The table below shows, for each member of the Board of Statutory Auditors, the office held in the Company and the date from which the serving auditors took office for the first time.

NAME AND SURNAME OFFICE HELD DATE OF FIRST APPOINTMENT Marcellino Bortolomiol Chairman of the Board of Statutory Auditors 21 April 2006 Luciano Acciari Auditor 21 April 2006 Fabio Maria Venegoni Auditor 21 April 2006 Gianluca Pivato Substitute auditor 21 April 2006 Francesco Freschi Substitute auditor 21 April 2006

16.2 Contracts of employment entered into with the Issuer by the members of the Board of Directors and members of the Board of Statutory Auditors that provide for the payment of a termination benefit

None of the members of the Board of Directors, members of the Board of Statutory Auditors or Key Executives has entered into a contract of employment with the Company that provides for the payment of a termination benefit, with the exception of the Chief Executive Officer, who has entered into an employment contract with the Company as an executive employee that provides for the payment of such benefit.

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16.3 Information on committees

The Board of Directors, in accordance with the provisions of the Self-regulation Code of Beni Stabili and the principles of the Self-regulation Code for Listed Companies, has established within itself the Executive and Investment Committee, the Appointment Committee, the Remuneration Committee and the Audit and Risk Committee, which also performs the functions, where applicable, of a Committee for Related-Party Transactions.

Below is a brief description of the composition, duties and internal functioning of these Committees.

16.3.1 Executive and Investment Committee

The Board of Directors has established within itself an “Executive and Investment Committee” with advisory functions.

The Executive and Investment Committee is currently composed of:

(i) Mr Enrico Laghi, independent Chairman;

(ii) Mr Aldo Mazzocco;

(iii) Mr Leonardo Del Vecchio;

(iv) Mr Christophe Kullmann; and

(v) Mr Giacomo Marazzi, independent member.

It is noted that, pursuant to Article 14 of the Articles of association, the Chairman of the Board of Directors, together with the Chief Executive Officer, are automatically members of the Executive and Investment Committee.

The Committee performs advisory functions in relation to investment, financing and refinancing operations of Beni Stabili or one of its consolidated subsidiaries for amounts individually exceeding €300 million. In such cases, the Executive and Investment Committee is called upon to express a non-binding opinion, which it adopts by a two-thirds majority of its members, and the Board of Directors deliberates on the basis of a two-thirds majority of its members.

16.3.2 Appointment Committee

The Board of Directors has also established an “Appointment Committee” composed of three independent directors in accordance with Article 3 of the Self-regulation Code of Beni Stabili, namely:

- Mr Enrico Laghi, Chairman;

- Mr Françoise Pascale Jacqueline Debrus; and

- Mr Giacomo Marazzi.

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Subject to compliance with the procedure provided for in Article 13 of the Articles of association, in the case of appointment of the Board of Directors, the Appointment Committee is invested with the following functions:

- formulating opinions to the Board of Directors regarding the size and composition of the Board, and making recommendations regarding any professional persons whose presence on the Board of Directors is considered appropriate; and

- proposing candidates to the Board of Directors for the position of director in cases of co-optation, when it is necessary to replace the independent directors.

Meetings of the Appointment Committee may be attended by the Chairman of the Board of Statutory Auditors or other auditors designated by him/her.

In the performance of its functions, the Committee may access the information and business functions necessary for the fulfilment of its tasks.

16.3.3 Remuneration Committee.

The Board of Directors has also established a “Remuneration Committee”, composed of three independent directors in accordance with Article 3 of the Self-regulation Code of Beni Stabili, namely:

- Mr Enrico Laghi, Chairman;

- Mr Giacomo Marazzi; and

- Ms Clara Pierfranca Vitalini.

The Chairman of the Committee possesses adequate knowledge and experience in financial matters and remuneration policies, as assessed by the Board of Directors at the time of the appointment.

The Remuneration Committee is invested with the following functions:

- making proposals to the Board, in the absence of the directly interested parties, for the formulation of a policy for the remuneration of directors and Key Executives, with reference to the latter, based on the information provided by the Chief Executive Officer;

- annually assessing – no later than at the meeting of the Board of Directors that resolves to convene the Shareholders’ Meeting called to approve the annual financial statements and express an opinion on the first section of the Remuneration Report – the appropriateness, overall coherence and practical application of the policy for the remuneration of directors and Key Executives, drawing in the latter case on the information provided by the Chief Executive Officer, and making proposals to the Board in this regard, including with reference to the setting of performance targets related to the variable component of such remuneration;

- presenting proposals or expressing opinions to the Board of Directors on the remuneration of Key Executives and other directors who perform special tasks, and on the setting of performance targets related to the variable component of such remuneration; and

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- monitoring the implementation of the decisions taken by the Board, ensuring in particular the effective achievement of performance targets.

The meetings of the Remuneration Committee may be attended by the Chairman of the Board of Statutory Auditors or other auditors designated by him/her. The Committee may draw on the services of external consultants at the Company’s expense, ensuring beforehand that any such consultant is not in a position that compromises its independence of judgment.

16.3.4 Audit and Risk Committee – Committee for Related-Party Transactions

The Board of Directors has, inter alia, established an Audit and Risk Committee composed of three independent Directors in accordance with Article 3 of the Self-regulation Code of Beni Stabili, namely:

- Mr Giacomo Marazzi, Chairman;

- Mr Enrico Laghi; and

- Ms Clara Sebastian Vitalini.

The meetings of the Audit and Risk Committee may be attended by the Chairman of the Board of Statutory Auditors or another auditor designated by him/her.

The Committee assists the Board of Directors in ensuring the appropriateness and effective functioning of internal controls and the system for the management of business risks, and in particular:

- expresses opinions on specific aspects relating to the identification of the main business risks;

- examines periodic reports concerning the assessment of the internal control and risk management system, and those of particular importance prepared by the internal audit function;

- may request the internal audit function to carry out checks on specific operational areas;

- assesses, together with the Director responsible for the preparation of corporate accounting documents, after consulting with the statutory auditor and the Board of Statutory Auditors, the correct application of accounting principles and their homogeneity for the purposes of preparing the consolidated financial statements; and

- reports to the Board, at least every six months, at the time of approval of the financial statements and the interim financial report, on the activities carried out and the appropriateness of the internal control and risk management system.

The Audit and Risk Committee also performs the functions of a “Committee for Related-Party Transactions” in cases where the conditions indicated in the Company’s “Procedure for the regulation of Related-Party Transactions” are met.

16.4 Transposition of rules on corporate governance

The Issuer’s current system of corporate governance is the result of a long process of adaptation to a constantly evolving regulatory framework, and was completed in its present form in 2013.

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The Company has substantially complied with the recommendations of the Self-regulation Code for Listed Companies, as approved in March 2006 and amended in December 2011. The Self-regulation Code of Beni Stabili is currently under review following amendments made by the Corporate Governance Committee in July 2014 to the Self-regulation Code for Listed Companies.

In greater detail, the current Board of Directors of the Company, appointed by the Shareholders’ Meeting of 17 April 2013, is composed of a majority of “independent” directors and one third of its members are female, in compliance both with the Consob regulations applicable to listed companies subject to management and coordination by other listed companies, and the legal provisions on equality of access for both genders to the management boards of listed companies.

This new composition of the Board of Directors, as well as complying with the recommendations of the Self- regulation Code for Listed Companies, has also allowed a review of the composition and responsibilities of the governance committees within the Board, which are currently composed exclusively of independent directors.

In particular, with regard to compliance with the recommendations of the Self-regulation Code for Listed Companies and in accordance with the regulations in force on corporate governance, the Company has:

- established the Executive and Investment Committee, the Appointment Committee, the Remuneration Committee and the Audit and Risk Committee (which also performs the functions, where applicable, of a Committee for Related-Party Transactions);

- introduced into its Articles of association a procedure for the appointment of the members of the Board of Directors on the basis of lists submitted by shareholders, pursuant to Article 13 of the Articles of association;

- introduced into its Articles of association a procedure for the appointment of the members of the Board of Directors by minority shareholders;

- adopted its own “Internal code for the treatment of privileged information”, which establishes the conduct required of the Company in relation to the dissemination of privileged information, in order to ensure the completeness and timeliness of the information and non-selectivity in its dissemination;

- adopted its own “Code of Conduct”, last updated in 2012, which also complies with the amendments made to the Issuers Regulation in relation to the obligation to report on operations carried out by significant persons (internal dealing);

- adopted a set of regulations governing Shareholders’ Meetings;

- adopted a “Code of Ethics and Conduct” aimed at setting out the values that inspire the Company and the Group in the conduct of their activities;

- adopted, since 2003, its own “Organisation, Management and Control Model” pursuant to Legislative Decree 231/2001, which explains the various measures and preventive and disciplinary procedures aimed at reducing the risk of crimes being committed within the organisation, recently updated in the light of the new legislative provisions introduced by Law 190 of 6 November 2012

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and by Decree-Law 93 of 14 August 2013 in relation to crimes of corruption between individuals and computer crimes;

- established a Supervisory Body, taking the form of a board, responsible for monitoring compliance with the Code of Ethics and the Organisation, Management and Control Model, the updating of the same, the training of personnel, and significant aspects of business risk management;

- established a special “Investor Relations” department;

- adopted the “Procedure for the regulation of Related-Party Transactions”, pursuant to the Related Parties Regulation, for the first time on 8 November 2010, and last updated at the meeting of the Board of Directors of 6 November 2013; and

- adopted its own policy on the remuneration of the members of the Board of Directors, the Board of Statutory Auditors and Key Executives. In this regard, it is also noted that the Company has made available to the public the “Remuneration Report pursuant to Article 123-ter of the TUF” for the 2014 financial year, by publishing it on its website www.benistabili.it, in the “Corporate Governance” section.

The projections of the Self-regulation Code for Listed Companies which are not taken into consideration in the Self-regulation Code of Beni Stabili are listed below:

- Application Criterion 1.C.3: there are no plans for a maximum number of positions covered in other companies for the directors and the auditors that can be considered compatible with an effective discharge of the office in the Company, and general criteria differentiated according to the commitment related to each role have not been identified (executive director, non-executive director, independent director). The Company favours a case-by-case assessment, concentrating on “substance” rather than on purely quantitative data.

- Application Criteria 3.C.1 (b) and (e): regarding independence the assumptions pertaining to Application Criteria 3.C.1 (b) and 3.C.1 (e) were not provided for because the Company believes it is not able to exclude the “independence” of a director a priori on the basis of these assumptions, but it believes it is appropriate to apply the criterion of the prevalence of substance over form, evaluating it on a case by case basis.

- Application Criterion 3.C.6: there is no provision for an annual meeting of independent directors only because all the Company’s corporate governance committees (appointment, remuneration and audit and risk) are made up exclusively of independent directors which, in their respective offices, have the opportunity to make comparisons more often than laid down by the Self-regulation Code for Listed Companies for independent directors only;

- Application Criterion 5.C.2: at the Registration Document Date, the Company has not approved a plan for the succession of executive directors;

- Application Criteria 6.P.2, 6.C.1 (a) and 6.C.1 (e): as far as the structure (fixed and variable components) of the remuneration of executive directors and key executives are concerned, for more details about the application of these criteria by the Company, please see the Remuneration Report,

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incorporated by reference in this Registration Document and published in the “Corporate Governance” section of the Company website www.benistabili.it;

- the changes introduced to the Self-regulation Code for Listed Companies in July 2014 are being evaluated.

Finally, since 2003 the Company has adopted an organisation, management and control model pursuant to Legislative Decree 231/2001, which explains the various measures and preventive and disciplinary procedures aimed at reducing the risk of crimes being committed within the organisation.

In this regard, it is noted that Article 6 of Legislative Decree 231/2001 identifies certain conditions that must be met for a collective entity to be exonerated from the liability arising from the commission of the offences listed therein: these include the establishment of a Supervisory Body, with independent powers of initiative and control, responsible for overseeing the functioning of the model and ensuring that it is complied with, as well as keeping it up to date.

The functions that must be performed by the Supervisory Body can be summarised as follows:

- assessing the adequacy of the model, i.e. its appropriateness in relation to the type of activity and the characteristics of the Company, for avoiding the risk of crimes being committed. This requires the model to be updated according to the evolution of the corporate structure and any legislative changes;

- ensuring the effectiveness of the model, which involves checking that the concrete actions of the Company’s officers comply with the rules enshrined in the adopted Model; and

- adapting to the rules in force at any given time, particularly with regard to the management and control system pursuant to Law 262/05 (financial reporting), which concerns the person and activities of the Director responsible for the preparation of corporate accounting documents.

The current Supervisory Body, which takes the form of a board, was appointed by the Board of Directors on 7 May 2014.

For additional information on Beni Stabili’s compliance with the rules on corporate governance, see the “Remuneration Report pursuant to Article 123-ter of the TUF” submitted, in relation to the first section, for a consultative vote by the Shareholders’ Meeting of 15 April 2014, and the “Report on corporate governance and ownership structure” approved by the Board of Directors on 14 February 2014, which is incorporated by reference in this Registration Document, as well as being available on the Company’s website www.benistabili.it, in the “Corporate Governance” section.

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17. EMPLOYEES

17.1 Number of employees

The table below shows the number of employees of the Group as at 31 December 2013, 31 December 2012 and 31 December 2011, broken down by category and for the main companies of the Group.

FY 2013

The total number of employees of the Beni Stabili Group as at 31 December 2013 was 92, broken down as follows by category and for the various companies of the Group. To these employees must be added one porter.

CATEGORY BENI STABILI BENI STABILI 7 BENI STABILI BENI STABILI BENI STABILI TOTAL S.P.A. DEVELOPMENT S.P.A. ENGINEERING S.R.L. GESTIONI SGR Managers 15 1 - 1 6 23 Executives 12 - 1 4 7 24 Office staff 30 - - 2 13 45

FY 2012

The total number of employees of the Beni Stabili Group as at 31 December 2012 was 93, broken down as follows by category and for the various companies of the Group. To these employees must be added one porter.

CATEGORY BENI STABILI SIIQ BENI STABILI 7 S.P.A. BENI STABILI DEVELOPMENT BENI STABILI GESTIONI SGR TOTAL S.P.A. Managers 14 1 2 7 24 Executives 13 - 4 7 24 Office staff 32 - 2 11 45

FY 2011

The total number of employees of the Beni Stabili Group as at 31 December 2011 was 119, broken down as follows by category and for the various companies of the Group. To these employees must be added seven porters.

CATEGORY BENI STABILI SIIQ BENI STABILI 7 BENI STABILI PROPERTY BENI STABILI BENI STABILI TOTAL S.P.A. SERVICE S.P.A. DEVELOPMENT S.P.A. GESTIONI SGR Managers 14 1 1 2 6 24 Executives 14 - 6 5 7 32 Office staff 32 - 17 2 12 63

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The table below shows the number of employees of the Group as at 31 December 2013, 31 December 2012 and 31 December 2011, broken down by geographical area.

CATEGORY 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 Rome 62 66 89 Milan 30 27 30 Total employees 92 93 119

17.2 Shareholdings and stock options

Board of Directors

The table below shows the shares in Beni Stabili held, directly or indirectly, by the members of the Board of Directors as at 31 December 2013, 31 December 2012 and 31 December 2011.

NAME AND SURNAME 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 Enrico Laghi -- - Aldo Mazzocco 2,000,000 2,000,000 1,500,000 Christophe Joseph Kullmann 160,320 160,320 160,320 Leonardo Del Vecchio (*) 25,008,380 4,079,760 300,000 Giacomo Marazzi 5,000 5,000 - Jean Gaston Laurent -- - Françoise Pascale Jacqueline Debrus -- - Clara Pierfranca Vitalini -- - Isabella Bruno Tolomei Frigerio -- - (*) Shares held through the subsidiary Delfin S.àr.l.

Board of Statutory Auditors

No member of the Board of Statutory Auditors held, directly or indirectly, any shares in Beni Stabili as at 31 December 2013, 31 December 2012 and 31 December 2011.

Key Executives

The number of shares held in Beni Stabili, at aggregate level, directly or indirectly, by the Company’s Key Executives as at 31 December 2013 and 31 December 2012 was 762,014, while the number as at 31 December 2011 was 398,000.

17.3 Any agreements for employee participation in the capital of the Issuer

As at the Registration Document Date, there are no contractual agreements that allocate a stake in the Company’s share capital to employees.

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18. MAIN SHAREHOLDERS

18.1 Main shareholders

The table below lists the shareholders that, according to the notifications received by the Company pursuant to Article 120 of the TUF, at the Registration Document Date hold a number of ordinary shares of the Issuer representing an interest of more than 2% of the share capital.

DECLARANT DIRECT SHAREHOLDER PERCENTAGE OF SHARE CAPITAL Foncière des Régions S.A. Foncière des Régions S.A. 50.857 (*)

Crédit Agricole S.A. Predica S.A. 5.001 Crédit Agricole Corporate & Investment Bank 0.004 (*) Please note that on the website www.consob.it, the share held by Foncière des Régions S.A. is equal to 52.072% insofar as the transfer of the shares that led to Foncière des Régions S.A. holding a share of 50.857% was not subject to any reporting obligation, pursuant to Article 120 of the TUF.

18.2 Different voting rights for main shareholders

At the Registration Document Date, the Company has not issued any classes of shares other than ordinary shares, and there are no different voting rights for any shareholders.

18.3 Information about any controlling entity in accordance with Article 93 of the TUF

At the Registration Document Date, Foncière des Régions S.A. controls the Company in accordance with Article 93 of the TUF, holding a majority of the votes capable of being exercised at Ordinary Shareholders’ Meetings.

At the Registration Document Date Foncière des Régions S.A. was not controlled by any entity pursuant to Article 93 of the TUF.

The following table shows the main shareholders of Foncière des Régions S.A. as indicated by the latter on 15 September 2014 and valid as at 31 August 2014 on the basis of information available to Foncière des Régions S.A.

DECLARANT PERCENTAGE OF SHARE CAPITAL Delfin Group (Leonardo Del Vecchio) 27.65% Covea Finance Group 13.41% Assurance du Crédit Mutuel 7.78% Crédit Agricole Group 7.32% Market 43.60% Treasury shares 0.24%

18.4 Agreements that might lead to a change in the control of the Issuer

To the best of the Issuer’s knowledge, at the Registration Document Date the Company is not aware of any agreements between shareholders in which implementation might lead to a change in the control of Beni Stabili.

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19. RELATED-PARTY TRANSACTIONS

Introduction

On 8 November 2010 the Board of Directors of the Company adopted, for the first time, the “Procedure for the regulation of Related-Party Transactions”, which was subsequently updated on 14 February 2011 and most recently on 6 November 2013 (the “Related Parties Procedure” or the “Procedure”).

The Related Parties Procedure adopted by Beni Stabili pursuant to Article 2391-bis of the Civil Code, as well as the Related Parties Regulation, sets out the rules that govern the identification, approval and execution of transactions with Related Parties carried out by the Company directly or through subsidiaries, in order to ensure the substantive and procedural transparency and correctness of such transactions. In particular, the Procedure also applies to transactions carried out by subsidiaries of Beni Stabili with Related Parties of Beni Stabili, where such transactions are likely to produce significant economic effects for the Company, including as a result of further acts carried out by the subsidiaries to that end.

For more information, see to the “Procedure for the regulation of Related-Party Transactions”, available in the “Corporate Governance” section of the Company website www.benistabili.it.

Definitions

For the purposes of the Related Parties Procedure, “related party” means a party that or who:

(a) directly or indirectly, through subsidiaries, trustees or intermediaries:

- controls Beni Stabili, is controlled by it, or is subject to joint control;

- holds an equity interest in Beni Stabili such as to be capable of exercising significant influence over Beni Stabili;

- exercises control over Beni Stabili jointly with other persons;

(b) is an associate of Beni Stabili;

(d) is one of the key executives of Beni Stabili or its parent company;

(e) is a close family relative of one of the persons referred to in (a) or (d);

(f) is an entity in which one of the persons referred to in (d) or (e) exercises control, joint control or significant influence, or holds, directly or indirectly, a significant share, meaning at least 20%, of the voting rights; or

(g) is a supplementary pension fund, collective or individual, Italian or foreign, established in favour of the employees of Beni Stabili or of any other entity related to it.

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In addition, again for the purposes of the Related Parties Procedure, “related-party transactions” means transactions that involve the transfer of resources, services or obligations between related parties, regardless of whether a fee has been agreed. This definition includes the following:

(a) operations of merger and demerger by incorporation or division in the strictly non-proportional sense, where carried out by the Company with related parties;

(b) any decision relating to the allocation of remuneration and economic benefits, in whatever form, to members of the management and control bodies and Key Executives, except in the cases of exception expressly provided for by the Related Parties Procedure;

(d) syndicated loans disbursed by pools of banks in which a related party and a plurality of other non- related parties take part, unless it is evident that the related party plays a minority role within the pool.

The Related Parties Procedure distinguishes between transactions of greater significance, transactions of lesser significance and transactions for smaller amounts.

In particular, “Transactions of Greater Significance” means transactions in which at least one of the following significance indices, applicable according to the specific transaction, exceeds the threshold of 5% (or 2.5% as detailed below):

(a) value significance index: the ratio between the value of the transaction and the net equity reported in the most recent balance sheet (consolidated, if prepared) published by Beni Stabili or, if greater, the capitalisation of Beni Stabili recorded at the close of the last open market day comprised in the reference period of the most recent periodic accounting document published (annual or semi-annual financial report annual or interim management report). If the economic conditions of the transaction are determined, the value of the transaction is:

- for cash components, the amount paid to/by the contractual counterparty;

- for components composed of financial instruments, the fair value determined, on the date of the transaction, in accordance with the international accounting standards adopted by Regulation (EC) No 1606/2002; and

- for financing transactions or those involving the granting of guarantees, the maximum payable amount.

If the economic conditions of the transaction depend, in whole or in part, on variables not yet known, the value of the transaction is the maximum value receivable or payable pursuant to the agreement;

(b) assets significance index: the ratio between the total assets of the entity involved in the transaction and the total assets of Beni Stabili. The data to be used must be taken from the most recent balance sheet (consolidated, if prepared) published by Beni Stabili. Where possible, similar data should be used to determine the total assets of the entity involved in the transaction. For acquisitions or disposals of

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investments in companies that have an impact on the consolidation scope, the value of the numerator is the total assets of the investee, regardless of the percentage of capital subject to disposal.

For acquisitions and disposals of investments in companies that do not have any impact on the consolidation scope, the value of the numerator is:

- in the case of acquisitions, the value of the transaction plus any liabilities of the acquired company assumed by the acquirer; and

- in the case of disposals, the consideration for the assets disposed of.

For acquisitions and disposals of other assets (other than the acquisition of an equity interest), the value of the numerator is:

- in the case of acquisitions, the greater of the consideration and the book value that will be assigned to the asset; and

- in the case of disposals, the book value of the asset.

(c) liabilities significance index: the ratio between the total liabilities of the acquired entity and the total assets of the Company. The data to be used must be taken from the most recent balance sheet (consolidated, if prepared) published by the Company; where possible, similar data should be used to determine the total assets of the acquired company or line of business. Transactions with the listed parent company of Beni Stabili or with parties related to that company which are, in turn, also related to Beni Stabili, must be regarded as “Transactions of Greater Significance” if at least one of the significance indices listed above exceeds the threshold of 2.5%.

“Transactions of Lesser Significance”, on the other hand, means transactions with Related Parties other than Transactions of Greater Significance or Transactions for Smaller Amounts. Finally, “Transactions for Smaller Amounts” means transactions with Related Parties for which the value is less than €300,000.00 (three hundred thousand), provided they do not present any elements of risk for investors in relation to the characteristics of the transaction concerned, and provided such transactions cannot have a significant impact on the Company’s balance sheet due to their size.

Procedures

Except in the cases provided for by law and the Articles of association, and in cases involving Transactions of Lesser Significance and Greater Significance that fall to the responsibility of the Shareholders’ Meeting or are required to be approved by the same, the Board of Directors has competence for deciding on transactions with related parties.

If the Board of Directors is called upon to approve a Transaction of Lesser Significance:

(i) the entire Board of Directors and the Committee for Related-Party Transactions, already existing or specially identified (the “Committee for Transactions of Lesser Significance”), must receive adequate and complete information at least 8 (eight) days before the date fixed for the meeting;

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(ii) as an alternative to the Committee for Transactions of Lesser Significance, the Company may use specific alternative structures, such as those whereby adequate and complete information is transmitted, alternatively, to the non-related independent directors in office, to the Company’s Board of Statutory Auditors or to an independent expert;

(iii) within 5 (five) days of receipt of the information referred to in the preceding paragraphs, the Committee for Transactions of Lesser Significance or, in its absence, one of the alternative structures, must express a non-binding reasoned opinion on the Company’s interest in the conduct of the transaction, as well as on the suitability and substantive correctness of the associated conditions;

(iv) if the Related-Party Transaction under deliberation is influenced by the person who carries out an activity of management and control over the Company, the opinion of the Committee for Transactions of Lesser Significance, or one of the alternative structures, must indicate the reasons and the appropriateness of the transaction, including in the light of the overall result of the activity of management and coordination or of operations aimed at eliminating the damage arising from the individual related-party transaction;

(v) where considered necessary, the Committee for Transactions of Lesser Significance, or one of the alternative structures, has the right to be assisted, at the Company’s expense, by one or more independent experts of their choice;

(vi) the minutes of the Board of Directors’ approval deliberations must give adequate reasons regarding the Company’s interest in the conduct of the transaction, as well as the suitability and substantive correctness of the associated conditions;

(vii) the Board of Directors and the Board of Statutory Auditors must receive full information on the conduct of transactions at least every three months.

If, on the other hand, the Company’s Board of Directors is called upon to approve a Transaction of Greater Significance:

(i) The Committee for Related-Party Transactions, existing or specially identified (the “Committee for Transactions of Greater Significance”), must be involved in the negotiation phase and the preliminary assessment phase of the transaction, by receiving a complete and timely flow of information with the power to request information and make observations to the delegated bodies and to the parties responsible for conducting the negotiations or the preliminary assessment;

(ii) as an alternative to the Committee for Transactions of Greater Significance, the Company may, during the negotiation and preliminary assessment phases, use the same alternative structures as for Transactions of Lesser Significance;

(iii) within 5 (five) days of receiving such information, the Committee for Transactions of Greater Significance, or one of the alternative structures mentioned above, must express a reasoned positive opinion on the Company’s interest in the conduct of the transaction, as well as on the suitability and substantive correctness of the associated conditions. In the event that, as an alternative to the Committee for Transactions of Greater Significance, it uses one of the alternative structures, the Board of Directors must approve the transaction according to the majorities provided for by law and

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the Articles of association and with a vote in favour by a majority of the non-related independent directors in office;

(iv) if the Related-Party Transaction under deliberation is influenced by the person who carries out an activity of management and control over the Company, the opinion of the Committee for Transactions of Greater Significance, or one of the alternative structures, must indicate the reasons for the appropriateness of the transaction, including in the light of the overall result of the activity of management and coordination or of operations aimed at eliminating the damage arising from the individual related-party transaction;

(v) where considered necessary, the Committee for Transactions of Greater Significance, or one of the alternative structures, has the right to be assisted, at the Company’s expense, by one or more independent experts of their choice;

(vi) where provided for in the Articles of association, in the event of a negative decision by the Committee for Transactions of Greater Significance, or by one of the alternative structures, the Board of Directors, if it decides to carry out the transaction in any case, may refer the decision on the conduct of the transaction to the Company’s Shareholders’ Meeting. In particular, without prejudice to the provisions of Article 2368 of the Civil Code concerning the constitution of the Shareholders’ Meeting and the validity of its resolutions; the provisions of Article 2369 of the Civil Code concerning the rules laid down for the second convocation and subsequent convocations or the provisions of Article 2373 of the Civil Code concerning conflicts of interest, the transaction must be approved by a vote in favour by a majority of the non-related shareholders with voting rights. The transaction cannot be prevented if the non-related shareholders present at the Meeting represent less than 10% of the share capital with voting rights;

(vii) the minutes of the approval deliberations must give adequate reasons regarding the Company’s interest in the conduct of the transaction, as well as the suitability and substantive correctness of the associated conditions; and

(viii) the Board of Directors and the Board of Statutory Auditors must receive full information on the conduct of transactions at least every three months, which it now provides with the presentation of the financial reports.

19.1 Related-party transactions

Information on intragroup transactions with associates and other related parties can be found in the 2013 Consolidated Financial Statements, 2012 Consolidated Financial Statements and 2011 Consolidated Financial Statements, as well as in the 2014 Interim Financial Report and 2013 Interim Financial Report, incorporated by reference in this Registration Document. These documents are published on the Company’s website www.benistabili.it, in the “Investors” section.

Below is a brief description of the most significant related-party transactions carried out by Beni Stabili during the years ending 31 December 2013, 31 December 2012 and 31 December 2011, as well as those carried out in 2014 up until the Registration Document Date.

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FY 2011-2012

As regards the related-party transactions carried out, directly or indirectly, by Beni Stabili during the course of 2011 and 2012 with the companies of the Beni Stabili Group, these were generally classified, from time to time, in accordance with the Company’s Related Parties Procedure, as “intragroup transactions”, “ordinary transactions” or “transactions for smaller amounts” and, as such, excluded from the application of the regulations on related parties. Purely by way of example, these include intrabank transfers between Beni Stabili and certain subsidiaries; intercompany loans (granted, for example, to B.S. Immobiliare 5 S.r.l., Sviluppo Ripamonti S.r.l., B.S. 7 S.p.A., Beni Stabili Retail S.r.l. and Beni Stabili Gestioni SGR); commercial relations mainly concerning the letting of properties and the provision of real estate, legal, administrative, property and financial services (e.g. signature of leases with certain Group companies in relation to the letting of a number of units in the building situated at Via Piemonte 38, Rome); as well as loans to employees. The “property” services are provided to the various Group companies by Beni Stabili Property Service S.p.A., fully consolidated in the Beni Stabili Group’s financial statements up until 31 July 2012, after which it was deconsolidated due to loss of control resulting from a partial disposal of the related capital. These transactions were settled by applying the average conditions found on the market.

Among the “intragroup” transactions carried out during the course of 2012 was the contribution of a real estate portfolio by Beni Stabili to the newly constituted and wholly owned subsidiary B.S. Immobiliare 8 S.p.A. SIINQ, with the simultaneous assumption of the related debt.

With regard to relations with the parent company Foncière des Régions S.A., it is noted that this company provided Beni Stabili with legal consultancy, fiscal, administrative and financial services and training for employees. Foncière des Régions S.A. also resolved to allocate free shares to some employees of the Beni Stabili Group.

No Transactions of Greater Significance, within the meaning of the Procedure, were carried out during either of these financial years.

FY 2013

In addition to the types of related-party transactions already indicated in relation to financial years 2011 and 2012 and the observations made with regard to their classification in accordance with the Related Parties Procedure (transactions that may also include, for financial year 2013, renewals of certain leases or commodate agreements relating to property units at Via Carlo Ottavio Cornaggia 10, Milan, concluded between B.S. Immobilare 8 S.p.A. SIINQ and a number of Group companies), it is noted, in particular, that one Transaction of Greater Significance was carried out during the course of 2013.

Specifically, on 10 April 2013, Beni Stabili Development S.p.A. (wholly owned subsidiary of Beni Stabili) acquired from LaGare S.p.A. an equity interest equal to 31.8% of the share capital of Sviluppo Ripamonti S.r.l. The remaining shares, namely 68.2%, are held by Beni Stabili Development Milano Greenway S.p.A., which is 80% owned by Beni Stabili Development S.p.A. The transaction was approved on 12 February 2013 by the Board of Directors of Beni Stabili, which took note of the opinion issued by the independent expert Pricewaterhouse&Coopers Advisory S.p.A. regarding the appropriateness and fairness of the acquisition price.

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The transaction qualifies as a Transaction of Greater Significance under the Procedure adopted by the Company since (i) the counterparty in the transaction is the company LaGare, which is indirectly controlled by a member of the Board of Directors of the parent company Foncière des Régions S.A., a related party of Beni Stabili, and (ii) the assets significance index exceeds the threshold of 2.5% provided for by the Procedure and applicable to the transaction in question. However, since this was an “ordinary” transaction in accordance with the aforesaid Procedure, the Company availed itself of the relevant exclusion from full application of the Procedure.

FY 2014 and up until the Registration Document Date

Finally, with regard to related-party transactions carried out during the course of 2014 and up until the Registration Document Date, it is noted, in addition to the types of related-party transactions already indicated in relation to the previous financial years, that the company Beni Stabili Property Service S.p.A. continued to provide a number of Group companies with property management services and that Foncière des Régions S.A. resolved, including for this financial year, to allocate free shares to some employees of the Beni Stabili Group.

Other related-party transactions included the following:

- in January 2014, Beni Stabili signed with Partimmo S.r.l. (indirectly controlled by Leonardo Del Vecchio) two leases relating to certain portions of the property situated at Piazza San Fedele, Milan, with terms of four and six years respectively and an annual rent of €630 thousand and €90 thousand respectively. The signature of these leases, due to their value, qualifies as a “Transaction of Lesser Significance” in the hierarchy of significance as defined in the Related Parties Procedure;

- on 2 May 2014, as announced to the market in a notice dated 6 May 2014, Beni Stabili, as owner of the property situated at Via San Nicolao 16, Milan, signed a lease (term: seven years and five months plus six years and an annual rent of €5.4 million) with the company Luxottica Group S.p.A. The transaction qualifies as a Transaction of Greater Significance, pursuant to the Related Parties Procedure adopted by the Company, since the value significance index for the transaction exceeds the threshold of 2.5% applicable to the case in question. The counterparty in the transaction (Luxottica Group S.p.A.) is a company controlled indirectly Leonardo Del Vecchio, a member of the Board of Directors of Beni Stabili and Vice Chairman of Foncière des Régions S.A., a company listed on the Paris Stock Exchange that carries out management and coordination activities over Beni Stabili. The contractual proposal was submitted to the Company’s Board of Directors at the meeting of 15 April 2014, which considered it to be in line with the market, and since this was an “ordinary” transaction, the Company availed itself of the relevant exclusion from full application of the Procedure.

The following tables show the consolidated statements of financial position for the years ending 31 December 2013, 31 December 2012 and 31 December 2011 relating to related-party transactions, which take account of the definition of “related party” contained in IAS 24. The figures in the tables below are expressed in thousands of euros.

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30 June 2014

RELATED PARTY TRADE RECEIVABLES FINANCIAL TRADE PAYABLES TRADE PAYABLES BORROWINGS AND OTHER CURRENT RECEIVABLES AND OTHER AND OTHER NON- RECEIVABLES CURRENT CURRENT PAYABLES PAYABLES Foncière des Régions S.A. - - 1,346 - - La Gare S.p.A. - - 4,321 4,321 - Beni Stabili Property 52 - 1,372 - - Service S.p.A. Total 52 - 7,039 4,321 - As a percentage of the 0.05% 7.16% 4.80% Group total

RELATED PARTIES RENTAL AND FINANCIAL PROPERTY COSTS OPERATING COSTS FINANCIAL SERVICE REVENUES INCOME CHARGES Foncière des Régions S.A. - - - 286 - Beni Stabili Property 215 - 1,621 - - Service S.p.A. Total 215 - 1,621 286 - As a percentage of the 0.18% 9.67% 2.39% Group total

Financial year 2013

RELATED PARTY TRADE RECEIVABLES FINANCIAL TRADE PAYABLES TRADE PAYABLES AND BORROWINGS AND OTHER CURRENT RECEIVABLES AND OTHER OTHER NON-CURRENT RECEIVABLES CURRENT PAYABLES PAYABLES Foncière des Régions - - 1,100 - - S.A. La Gare S.p.A. - - 4,321 4,321 - Beni Stabili Property 81 - 534 - - Service S.p.A. Total 81 - 5,955 4,321 - As a percentage of the 0.20% 6.03% 3.41% - Group total

RELATED PARTIES RENTAL AND FINANCIAL INCOME PROPERTY COSTS OPERATING COSTS FINANCIAL SERVICE REVENUES CHARGES Foncière des Régions S.A. - - - 581 - Beni Stabili Property 423 - 3,337 - - Service S.p.A. Total 423 - 3,337 581 - As a percentage of the 0.17% 9.02% 2.41% Group total

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Financial year 2012

RELATED PARTY TRADE RECEIVABLES FINANCIAL TRADE PAYABLES TRADE PAYABLES BORROWINGS AND OTHER RECEIVABLES AND OTHER AND OTHER NON- CURRENT CURRENT PAYABLES CURRENT PAYABLES RECEIVABLES Foncière des Régions S.A. - - 540 - - Beni Stabili Property 89 - 1,487 - - Service S.p.A. Total 89 - 2,027 - - As a percentage of the 0.15% - 1.72% - - Group total

RELATED PARTIES RENTAL AND FINANCIAL PROPERTY OPERATING COSTS FINANCIAL SERVICE REVENUES INCOME COSTS CHARGES Foncière des Régions S.A. - - - 792 - Beni Stabili Property Service 173 - 1,338 - - S.p.A. Total 173 - 1,338 792 - As a percentage of the Group 0.07% 4.15% 3.24% total

Financial year 2011

RELATED PARTY TRADE FINANCIAL TRADE PAYABLES TRADE PAYABLES BORROWINGS RECEIVABLES AND RECEIVABLES AND OTHER AND OTHER NON- OTHER CURRENT CURRENT PAYABLES CURRENT PAYABLES RECEIVABLES Foncière des Régions S.A. - - 1,200 - - Total --1,200 - - As a percentage of the Group --0.94% - - total

RELATED PARTIES RENTAL AND FINANCIAL PROPERTY OPERATING COSTS FINANCIAL SERVICE INCOME COSTS CHARGES REVENUES Foncière des Régions S.A. - - - 1,416 - Total --- 1,416 - As a percentage of the Group ---5.11% - total

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20. FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS, LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES

20.1 Financial information for the years ending 31 December 2013, 2012 and 2011

Information about the Group’s assets, liabilities, financial position and profits and losses for financial years 2013, 2012 and 2011 can be found in the 2013 Consolidated Financial Statements, 2012 Consolidated Financial Statements and 2011 Consolidated Financial Statements (with the related Independent Auditors’ Reports), prepared in accordance with the International Accounting Standards.

In addition, information about the Group’s financial position and operating results for the half-year ending 30 June 2014, as well as for the half-year ending 30 June 2013, can be found, respectively, in the 2014 Interim Financial Report and 2013 Interim Financial Report, subjected to limited audit by the Independent Auditors.

The Issuer has opted to include by reference the 2013 Consolidated Financial Statements, 2012 Consolidated Financial Statements and 2011 Consolidated Financial Statements, as well as the 2014 Interim Financial Report 2014 and 2013 Interim Financial Report, pursuant to Article 11 of the Prospectus Directive and Article 28 of Regulation 809/2004. These documents were published and filed with Consob and are publicly available at the Issuer’s website (www.benistabili.it) and at the Issuer’s registered office.

To facilitate consultation of the Group’s separate and consolidated financial statements included by reference in the Registration Document, the table below gives the page numbers of the main sections of the statements.

ITEMS CONSOLIDATED FINANCIAL STATEMENTS INTERIM FINANCIAL REPORT 2013 2012 2011 2014 2013 Report on operations by the Board of Directors 29 29 35 4 4 Statement of financial position 66 64 70 39 40 Income statement 67 65 71 40 41 Statement of changes in equity 69 67 73 42 43 Statement of cash flows 70 68 74 43 44 Criteria for preparation of the financial statements 72 70 76 45 46 and accounting principles Independent Auditors’ Report 163 151 75 134 127 Notes to financial statements 71 69 157 44 45

It should be noted that, in order to allow easier comparison of the different data, in the tables that follow, where deemed appropriate, certain reclassifications of data have been made between the various items of the presented schemes with respect to the versions contained in the reference documents.

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20.1.1 Financial information relating to the half-years ending 30 June 2014 and 30 June 2013

Below are the consolidated financial statements for the half-year ending 30 June 2014, compared with those relating to the half-year ending 30 June 2013.

Statement of financial position

The table below shows the main items of the Group’s consolidated balance sheet for the half-years ending 30 June 2014 and 30 June 2013.

(€/000) 30 JUNE 2014 30 JUNE 2013 CHANGE % ASSETS Investment properties 3,576,690 3,742,515 -4.43 Properties under development 239,400 257,408 -7.00 Operating properties and other assets 20,254 20,907 -3.12 Intangible assets 1,152 1,452 -20.66 Investments - in associates 1,527 1,269 20.33 - in other companies 1,539 2,750 -44.04 Securities 37,518 34,435 8.95 Trade and other receivables 126,419 48,276 161.87 Derivatives – Assets 158 80 97.50 Deferred tax assets 95,110 71,748 32.56 Total non-current assets 4,099,767 4,180,840 -1.94 Trading properties 72,447 83,681 -13.42 Trade and other receivables 100,991 64,586 56.37 Cash and cash equivalents 109,805 52,262 110.10 Total current assets 283,243 200,529 41.25 Assets held for sale 180,358 160,193 12.59 Total assets 4,563,368 4,541,562 0.48 EQUITY Share capital 191,630 191,630 0.00 Share premium reserve 230,210 230,210 0.00 Other reserves 498,239 500,768 -0.51 Retained earnings 891,762 959,160 -7.03 Total Group equity 1,811,841 1,881,768 -3.72 Minority equity 12,546 13,451 -6.73 Total consolidated equity 1,824,387 1,895,219 -3.74 LIABILITIES Borrowings 2,164,451 2,154,868 0.44 Trade and other payables 90,073 28,605 214.89 Liabilities for derivatives 192,418 162,637 18.31 Staff termination benefits 896 1,026 -12.67 Deferred tax liabilities 32,225 35,763 -9.89 Total non-current liabilities 2,480,063 2,382,899 4.08 Borrowings 154,273 151,586 1.77 Trade and other payables 98,369 108,265 -9.14 Provisions for risks and charges 6,276 3,593 74.67 Total current liabilities 258,918 263,444 -1.72 Total liabilities 2,738,981 2,646,343 3.50 Total equity and total liabilities 4,563,368 4,541,562 0.48

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Income statement

The table below shows the main items of the Group’s consolidated income statement for the half-year ending 30 June 2014, compared with those for the half-year ending 30 June 2013.

(€/000) 30 JUNE 2014 30 JUNE 2013 CHANGE % Rental revenues 115,938 116,341 -0.35 Property costs (16,770) (19,766) -15.16 Net rental revenues 99,168 96,575 2.68 Net service revenues 5,118 4,355 17.52 Staff costs (4,831) (4,922) -1.85 Overheads (7,152) (7,974) -10.31 Total operating costs (11,983) (12,896) -7.08 Other revenues and income 395 335 17.91 Other costs and charges (7,841) (2,483) 215.79 Revenues from disposal of trading properties 112 1,700 -93.41 Cost of sales (103) (1,617) -93.63 Profit/(loss) on disposal of trading properties 9 83 -89.16 Revenues from disposal of investment properties and properties under development 61,500 - - Cost of sales (61,014) - - Profit/(loss) on disposal of investment properties and properties under 486 - - development Revenues from disposal of trading properties 19,440 66,750 -70.88 Cost of sales (19,440) (63,658) -69.46 Profit/(loss) on disposal of trading properties - 3,092 -100.00 Property write-ups 23,704 21,195 11.84 Property write-downs (35,591) (35,847) -0.71 Property write-ups/(write-downs) (11,887) (14,652) -18.87 EBIT 73,465 74,409 -1.27 Net financial income/(charges) (143,265) (73,974) 93.67 Income/(charges) from associates 310 963 -67.81 Income/(charges) from other companies (2,368) (300) 689.33 EBT (71,858) 1,098 -6,644.44 Tax for the period 4,796 3,027 58.44 Net income for the period (67,062) 4,125 -1,725.75 Minorities (profit)/loss 388 (197) -296.95 GROUP NET INCOME (66,674) 3,928 -1,797.40

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Statement of changes in equity

The table below shows the statement of changes in equity for the half-year ending 30 June 2014.

GROUP EQUITY (€/000) SHARE SHARE OTHER RETAINED TOTAL MINORITY TOTAL CAPITAL PREMIUM RESERVES EARNINGS CONSOLIDATED EQUITY CONSOLIDATED RESERVE GROUP EQUITY EQUITY BALANCE AS AT 1 JANUARY 2014 191,630 230,210524,494 951,332 1,897,666 13,281 1,910,947 Valuations of free share plans - - 35 - 35 1 36 Distribution of dividends and reserves - - (26,847) (15,291) (42,138) (348) (42,486) Internal changes in equity due to reserve - - (22,395) 22,395 - - - reallocation Change in cash flow hedge reserve (net - - 22,952 - 22,952 - 22,952 of tax effect) Net income for first half of 2014 - - - (66,674) (66,674) (388) (67,062) BALANCE AS AT 30 JUNE 2014 191,630 230,210 498,239 891,762 1,811,841 12,546 1,824,387

The table below shows the statement of changes in equity for the half-year ending 30 June 2013.

GROUP EQUITY (€/000) SHARE SHARE OTHER RETAINED TOTAL MINORITY TOTAL CAPITAL PREMIUM RESERVES EARNINGS CONSOLIDATED EQUITY CONSOLIDATED RESERVE GROUP EQUITY EQUITY BALANCE AS AT 1 JANUARY 2013 191,630 230,210513,290 929,021 1,864,151 13,723 1,877,874 Valuations of free share plans - - 69 - 69 (1) 68 Distribution of dividends and reserves - - (13,630) (28,508) (42,138) (468) (42,606) Internal changes in equity due to reserve - - (54,719) 54,719 - - - reallocation Change in cash flow hedge reserve (net - - 55,758 - 55,758 - 55,758 of tax effect) Net income for first half of 2014 - - - 3,928 3,928 197 4,125 BALANCE AS AT 30 JUNE 2013 191,630 230,210 500,768 959,160 1,881,768 13,451 1,895,219

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Statement of cash flows

The table below shows the cash flows for the half-year ending 30 June 2014, compared with those for the half-year ending 30 June 2013. These flows can be well represented by the statement of cash flows provided below.

STATEMENT OF CASH FLOWS 30 JUNE 2014 30 JUNE 2013 CHANGE (€/000) EBT for the period (71,858) 1,098 (72,956) Amortisation and write-downs of intangible assets 31 575 (544) Depreciation of operating and other assets 437 464 (27) Property write-ups/(write-downs) 11,887 14,652 (2,765) Write-ups/write-downs of investments 2,090 (61) 2,151 Non-cash financial charges/(income) on derivatives and amortised cost 79,965 12,357 67,608 Non-cash charges for allocation of free shares 37 98 (61) Capital gains from disposal of 12% of Beni Stabili Property Service S.p.A. - (546) 546 Provisions for staff termination benefits 56 59 (3) Provisions/(releases) for risks and charges and receivables 6,654 1,008 5,646 Cash flow from operating activities 29,299 29,704 (405) Current taxes (1,574) (2,010) 436 Cash flow from operating activities after taxes 27,725 27,694 31 Movements in assets and liabilities Payables/receivables for disposal/acquisition of properties (54,838) (11,208) (43,630) Other assets/other liabilities (3,104) (1,747) (1,357) Payment of second instalment of tax to participate in SIIQ scheme (19,696) (19,204) (492) Cash flow before investing activity and financing activity (49,913) (4,465) (45,448) Investing activity Increase in intangible assets (56) (15) (41) Increase in operating and other assets (115) (185) 70 Increase in properties (22,592) (26,724) 4,132 Acquisition of 31.8% of Sviluppo Ripamonti S.r.l. - (14,500) 14,500 Disposal of properties 79,789 65,009 14,780 Repayment of real estate fund shares 1,211 347 864 Dividends received from investments valued by the equity method 398 403 (5) Sale price of 12% of Beni Stabili Property Service S.p.A. - 949 (949) Financing activity Dividends distribution (42,138) (42,138) - Payments/refunds and reserve allocations from/to minority shareholders (347) (469) 122 Increase/(decrease) in borrowings (7,065) 21,596 (28,661) Net increase/(decrease) in cash and cash equivalents during the period (40,828) (192) (40,636) Opening cash and cash equivalents 150,633 52,454 98,179

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20.1.2 Financial information relating to the years ending 31 December 2013, 2012 and 2011

Below are the consolidated financial statements for the years ending 31 December 2013, 2012 and 2011.

Statement of financial position

The table below shows the main items of the Group’s consolidated balance sheet for the years ending 31 December 2013, 31 December 2012 and 31 December 2011.

(€/000) 31 DECEMBER 31 DECEMBER 31 DECEMBER CHANGE CHANGE 2013 2012 2011 2013-2012 2013-2011 ASSETS Investment properties 3,611,315 3,700,390 3,618,398 (89,075) (7,083) Properties under development 258,300 240,539 305,536 17,761 (47,236) Operating properties and other assets 20,576 22,986 54,851 (2,410) (34,275) Intangible assets 1,127 2,012 3,151 (885) (2,024) Investments - in associates 1,615 1,255 636 360 979 - in other companies 2,674 2,972 2,939 (298) (265) Securities 39,994 34,916 41,864 5,078 (1,870) Trade and other receivables 152,109 54,003 36,290 98,106 115,819 Derivatives – Assets 73 234 27 (161) 46 Deferred tax assets 87,567 68,016 44,643 19,551 42,924 Total non-current assets 4,175,350 4,127,323 4,108,335 48,027 67,015 Trading properties 72,647 86,609 88,217 (13,962) (15,570) Trade and other receivables 41,229 58,479 120,347 (17,250) (79,118) Cash and cash equivalents 150,633 52,454 162,264 98,179 (11,631) Total current assets 264,509 197,542 370,828 66,967 (106,319) Assets held for sale 195,717 220,813 275,835 (25,096) (80,118) Total assets 4,635,576 4,545,678 4,754,998 89,898 (119,422) EQUITY Share capital 191,630 191,630 191,630 - - Share premium reserve 230,210 230,210 230,210 - - Other reserves 524,494 513,290 505,400 11,204 19,094 Retained earnings 951,332 929,021 993,857 22,311 (42,525) Total Group equity 1,897,666 1,864,151 1,921,097 33,515 (23,431) Minority equity 13,281 13,723 12,230 (442) 1,051 Total consolidated equity 1,910,947 1,877,874 1,933,327 33,073 (22,380) LIABILITIES Borrowings 2,094,897 1,729,600 1,724,261 365,297 370,636 Trade and other payables 126,767 39,036 60,936 87,731 65,831 Liabilities for derivatives 147,026 204,244 201,198 (57,218) (54,172) Staff termination benefits 873 1,018 898 (145) (25) Deferred tax liabilities 31,007 32,496 32,212 (1,489) (1,205) Total non-current liabilities 2,400,570 2,006,394 2,019,505 394,176 381,065 Borrowings 219,601 539,966 670,756 (320,365) (451,155) Trade and other payables 98,838 117,962 128,314 (19,124) (29,476) Provisions for risks and charges 5,620 3,482 3,096 2,138 2,524 Total current liabilities 324,059 661,410 802,166 (337,351) (478,107) Total liabilities 2,724,629 2,667,804 2,821,671 56,825 (97,042) Total consolidated assets and total liabilities 4,635,576 4,545,678 4,754,998 89,898 (119,422)

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Income statement

The table below shows the Group’s consolidated income statement for the years ending 31 December 2013, 31 December 2012 and 31 December 2011.

(€/000) 31 DECEMBER 31 DECEMBER 31 DECEMBER 2013-2012 2013-2011 2013 2012 2011 Rental revenues 231,699 228,526 220,060 3,173 11,639 Property costs (37,006) (32,215) (18,310) (4,791) (18,696) Net rental revenues 194,693 196,311 201,750 (1,618) (7,057) Net service revenues 9,732 11,535 12,221 (1,803) (2,489) Staff costs (9,403) (10,406) (11,078) 1,003 1,675 Overheads (14,741) (14,026) (16,608) (715) 1,867 Total operating costs (24,144) (24,432) (27,686) 288 3,542 Other revenues and income 705 1,204 54,980 (499) (54,275) Other costs and charges (6,171) (4,626) (12,557) (1,545) 6,386 Revenues from disposal of trading properties 8,755 1416 710 7,339 8,045 Cost of sales (8,469) (1,590) (942) (6,879) (7,527) Profit/(loss) on disposal of trading properties 286 (174) (232) 460 518 Revenues from disposal of investment properties 28,000 - 450 28,000 27,550 and properties under development Cost of sales (27,076) - (450) (27,076) (26,626) Profit/(loss) on disposal of investment properties 924 - - 924 924 and properties under development Revenues from disposal of trading properties 97,314 86,045 94,990 11,269 2,324 Cost of sales (94,670) (86,550) (92,481) (8,120) (2,189) Profit/(loss) on disposal of trading properties 2,644 (505) 2,509 3,149 135 Property write-ups 25,044 25,222 27,794 (178) (2,750) Property write-downs (107,131) (108,706) (106,958) 1,575 (173) Property write-ups/(write-downs) (82,087) (83,484) (79,164) 1,397 (2,923) EBIT 96,582 95,829 151,821 753 (55,239) Net financial income/(charges) (125,644) (137,035) (138,243) 11,391 12,599 Income/(charges) from associates 1,218 2,228 (3) (1,010) 1,221 Income/(charges) from other companies (1,619) 1,268 2,215 (2,887) (3,834) EBT (29,463) (37,710) 15,790 8,247 (45,253) Income tax for the period 25,278 23,655 2,567 1,623 22,711 Net income for the year (4,185) (14,055) 18,357 9,870 (22,542) Minorities (profit)/loss (27) (1,613) 439 1,586 (466) GROUP NET INCOME (4,212) (15,668) 18,796 11,456 (23,008)

168 Registration Document – Beni Stabili S.p.A. SIIQ

Statement of changes in equity

The table shows the statement of changes in equity for the year ending 31 December 2013.

GROUP EQUITY (€/000) SHARE SHARE OTHER RETAINED TOTAL MINORITY TOTAL CAPITAL PREMIUM RESERVES EARNINGS CONSOLIDATED EQUITY CONSOLIDATED RESERVE GROUP EQUITY EQUITY BALANCE AS AT 1 JANUARY 2013 191,630 230,210513,290 929,021 1,864,151 13,723 1,877,874 Valuations of free share plans - - (155) 312 157 (7) 150 Distribution of dividends and reserves - - (13,630) (28,508) (42,138) (468) (42,606) Internal changes in equity due to reserve - - (54,719) 54,719 - - - reallocation Valuation of provision for staff - - 1 - 1 - 1 termination benefits: actuarial difference (net of tax effect) Change in cash flow hedge reserve (net - - 79,707 - 79,707 - 79,707 of tax effect) Net income for FY 2013 - - - (4,212) (4,212) 33 (4,179) BALANCE AS AT 31 DECEMBER 2013 191,630 230,210 524,494 951,332 1,897,666 13,281 1,910,947

The table below shows the statement of changes in equity for the year ending 31 December 2012.

GROUP EQUITY (€/000) SHARE SHARE OTHER RETAINED TOTAL MINORITY TOTAL CAPITAL PREMIUM RESERVES EARNINGS CONSOLIDATED EQUITY CONSOLIDATED RESERVE GROUP EQUITY EQUITY BALANCE AS AT 1 JANUARY 2012 191,630 230,210505,400 993,857 1,921,097 12,230 1,933,327 Valuations of free share plans - - - 239 239 7 246 Distribution of dividends and reserves - - (4,328) (37,809) (42,137) (658) (42,795) Internal changes in equity due to reserve - - 11,489 (11,489) - - - reallocation Increase from minority shareholders - - - - - 550 550 Change in cash flow hedge reserve (net - - 107 - 107 - 107 of tax effect) Property write-ups due to reclassification - - 622 - 622 - 622 from operating properties to investment properties Valuation of provision for staff - - - (109) (109) - (109) termination benefits: actuarial difference (net of tax effect) Net income for FY 2012 - - - (15,668) (15,668) 1,594 (14,074) BALANCE AS AT 31 DECEMBER 2012 191,630 230,210 513,290 929,021 1,864,151 13,723 1,877,874

169 Registration Document – Beni Stabili S.p.A. SIIQ

The table below shows the statement of changes in equity for the year ending 31 December 2011.

GROUP EQUITY (€/000) SHARE SHARE OTHER RETAINED TOTAL MINORITY TOTAL CAPITAL PREMIUM RESERVES EARNINGS CONSOLIDATED EQUITY CONSOLIDATED RESERVE GROUP EQUITY EQUITY BALANCE AS AT 1 JANUARY 2011 191,574 229,980514,365 1,042,448 1,978,367 13,028 1,991,395 Bonds converted into shares 3 26 - - 29 - 29 Share capital increase from the 53 204 - - 257 - 257 exercise of stock options Sale of treasury shares for the exercise - - 129 (9) 120 - 120 of stock options Valuations of free share and stock - - 449 (6) 443 8 451 option plans Distribution of dividends and reserves - - - (42,121) (42,121) (353) (42,474) Internal changes in equity due to - - 25,131 (25,131) - - - reserve reallocation Change in cash flow hedge reserve (net - - (35,445) - (35,445) - (35,445) of tax effect) Property write-ups due to - - 771 - 771 - 771 reclassification from operating properties to investment properties Valuation of provision for staff - - - (120) (120) - (120) termination benefits: actuarial difference Net income for FY 2011 - - - 18,796 18,796 (453) 18,343 BALANCE AS AT 31 DECEMBER 2011 191,630 230,210 505,400 993,857 1,921,097 12,230 1,933,327

Statement of cash flows

The table below shows the cash flows for the years ending 31 December 2013, 2012 and 2011. These flows can be well represented by the statement of cash flows provided below.

170 (€/000) 31 DECEMBER 2013 31 DECEMBER 2012 31 DECEMBER 2011 CHANGE CHANGE 2013-2012 2013-2011 EBT for the period (29,463) (37,710) 15,790 8,247 (45,253) Amortisation and write-downs of intangible assets 899 1,182 1,235 (283) (336) Depreciation of operating and other assets 914 1,190 1,202 (276) (288) Unrealised property (write-ups)/write-downs 83,225 83,175 85,275 50 (2,050) Write-ups/write-downs of investments 1,003 1,013 186 (10) 817 Non-cash financial charges/(income) on derivatives and amortised cost 14,664 33,563 35,728 (18,899) (21,064) Financial charges/(income) from discounting of receivables/payables - - (19) - 19 Fair value stock options and free shares 156 252 457 (96) (301) Capital gains from disposal of 12% of Beni Stabili Property Service S.p.A. (546) (1,887) - 1,341 (546) Provisions for staff termination benefits 83 130 163 (47) (80) Provisions for risks and charges and receivables 3,891 1,218 2,983 2,673 908 Releases from provisions for risks and charges and receivables (288) (3) (42,022) (285) 41,734 Cash flow from operating activities 74,538 82,123 100,978 (7,585) (26,440) Taxes (net of portion relating to deferred tax) 5 (1,509) (20,495) 1,514 20,500 Cash flow from operating activities after taxes 74,543 80,614 80,483 (6,071) (5,940) Movements in assets and liabilities Other assets/other liabilities (5,683) 26,554 (21,577) (32,237) 15,894 Deposit for tax to participate in SIIQ scheme (18,927) (18,095) (18,019) (832) (908) Cash flow before investing activity and financing activity 49,933 89,073 40,887 (39,140) 9,046 Investing activity

Increase in intangible assets (14) (126) (110) 112 96 Registration Document –BeniStabili S.p.A. SIIQ Increase in operating and other assets (304) (210) (1,942) (94) 1,638 Increase in properties (52,043) (99,319) (188,136) 47,276 136,093 Acquisition of 31.8% of Sviluppo Ripamonti S.r.l. (14,500) - - (14,500) (14,500) Acquisition of investments and securities/investee capital increases (6,801) (103) (65) (6,698) (6,736) Disposal of properties 127,580 87,946 87,181 39,634 40,399 Disposal of investments and disposals/refunds of securities and investments 348 6,264 4,135 (5,916) (3,787) Sale of treasury shares (net of costs) - - 120 - (120) Sale price of 12% of Beni Stabili Property Service S.p.A. 949 3,213 - (2,264) 949 Dividends received from investments valued by the equity method 403 - - 403 403 Financing activity Dividends distribution (42,138) (42,137) (42,121) (1) (17) Payments/refunds and reserve allocations from/to minority shareholders (469) (108) (353) (361) (116) Share capital increase with premium - - 286 - (286) Increase/(decrease) in borrowings 35,235 (154,303) (35,509) 189,538 70,744 Repurchases of 2011 convertible bonds - - (8,981) - 8,981 Net increase/(decrease) in cash and cash equivalents during the period 98,179 (109,810) (144,608) 207,989 242,787

171 171 Opening cash and cash equivalents 52,454 162,264 306,872 (109,810) (254,418) Closing cash and cash equivalents 150,633 52,454 162,264 98,179 (11,631) Registration Document – Beni Stabili S.p.A. SIIQ

20.2 Pro-forma financial information

The Issuer does not provide any pro-forma financial information.

20.3 Financial statements for the years ending 31 December 2013 and 2012

The Issuer prepares separate and consolidated financial statements.

The data presented in this section, like that contained in the other sections of this Registration Document, is all on a consolidated basis, since the separate data relating to the Issuer does not provide any additional information with respect to the consolidated data.

20.4 Auditing of annual financial information relating to previous years

20.4.1 Declaration to the effect that the historical financial information relating to previous financial years has been audited

The 2013 Consolidated Financial Statements, 2012 Consolidated Financial Statements and 2011 Consolidated Financial Statements have been audited by the Independent Auditors, resulting in the audit reports attached to each of the above sets of statements. The Independent Auditors’ Reports must be read in conjunction with the audited consolidated financial statements and refer to the date on which these reports were issued. These reports do not contain any irregularities or liability exclusion clauses.

20.4.2 Other information contained in this Registration Document that has been audited by the Independent Auditors

This Registration Document contains financial information taken from the 2014 Interim Financial Report and 2013 Interim Financial Report, which have been subjected to limited audit by the Independent Auditors.

20.4.3 Data sources not subjected to audit

The Registration Document does not contain any financial information not subjected to audit.

20.4.4 Date of the most recent financial information

The most recent financial information on an annual basis relates to 31 December 2013.

20.5 Interim financial information

This Registration Document includes information relating to the half-year ending 30 June 2014.

20.6 Dividend policy

In 2010 the Company exercised the option to access the SIIQ scheme, with effect from 1 January 2011. Inter alia, this scheme requires SIIQs to distribute to their shareholders at least 85% of net income from Exempt Operations. In particular, Article 1, paragraph 123 of the Financial Law of 2007 provides the obligation to distribute at least 85% of profits from Exempt Operations to the shareholders, for each financial year. If, for a given year, the total profit available for distribution is less than that resulting from Exempt Operations, the 85% must be applied to this lesser amount.

172 Registration Document – Beni Stabili S.p.A. SIIQ

Furthermore, pursuant to Article 7, paragraph 4 of Ministerial Decree 174/2007, if the reported profit from Exempt Operations is reduced by a reported loss from taxable operations, the reported profit from taxable operations realised in future years is considered to be formed by profit from Exempt Operations up to the amount of the aforementioned reduction, with the resulting distribution obligation (the ‘carry forward’).

Moreover, it is considered that Decree-Law 133/2014 has reduced the share of earnings which the Company is obliged to distribute from 85% to 70%. For additional information on the effectiveness of Decree-Law 133/2014 and the risks connected with the non-conversion of Decree-Law 133/2014, see Paragraph 4.1.2 “Risks connected with maintaining the SIIQ tax treatment” in this Registration Document.

At the time of approval of the financial statements for the financial years 2013, 2012 and 2011, and in compliance with the obligations established by the SIIQ scheme, the shareholders of Beni Stabili approved the distribution of dividends in the amount of €0.222 for each financial year, for each ordinary share, corresponding to €42.1 million in absolute value for each year. These amounts represented approximately 48%, 51% and 57% respectively of EPRA Recurring Net Income for 2011, 2012 and 2013.

20.7 Legal and arbitration proceedings

20.7.1 Civil and administrative disputes

At the Registration Document Date, the Company is party to a number of civil and administrative disputes, which are summarised below.

Dispute with the Municipality of Rome and others in relation to the appeal against the compulsory purchase order on the plot of land situated at Granai di Nerva, Rome

This dispute is with the Municipality of Rome, begun in the 1980s by the company Iniziativa Granai di Nerva S.r.l. (later incorporated in 2005 into Sviluppi Immobiliari S.p.A., in turn incorporated in 2007 into Beni Stabili S.p.A. SIIQ), in relation to a compulsory purchase procedure concerning a plot of land owned by the Company situated at Granai di Nerva, Rome.

The judgments delivered in 2003 on completion of the first instance proceedings (43 hearings) aimed at determining the amount of compensation due to the Company, found that the latter was entitled to be compensated for the damage suffered as a result of the expropriation of the area in favour of the Municipality of Rome. These judgments were challenged by the Company before the Court of Appeal, partly because the compensation awarded by the judges of the first instance did not reflect the actual damage, but also due to a number of errors contained – in the opinion of the Company and its advisers – in the expert appraisals submitted to the court. Furthermore, during the appeal proceedings, the Constitutional Court, in judgments 348/07 and 349/07, declared unconstitutional (on the basis of Article 117 of the Constitution and Article 1 of the additional Protocol of the European Court of Human Rights) Article 5-bis, paragraph 7-bis of Law 359/1992, in the part that provided for a simplistic criterion of calculation of expropriation compensation in cases of unlawful occupation of land, instead of the criterion of equivalent compensation to be calculated on the basis of the market value of the occupied property.

Subsequently, the judgments issued by the Court of Appeal in 2008 changed, in a manner more favourable to Beni Stabili, the criteria for calculating the interest due. However, since the above-mentioned decisions, despite increasing the size of the compensation payable to the Company, did not take due account of the

173 Registration Document – Beni Stabili S.p.A. SIIQ aforesaid judgments of the Constitutional Court, Beni Stabili subsequently filed 42 appeals with the Court of Cassation against all the above-mentioned judicial measures (with the exception of one dispute for which the Court of Appeal had ruled that the right to compensation for damages was now time-barred) on the following legal grounds: i) violation and improper application of the principles laid down by the Constitutional Court in judgment 349/07; and ii) invalidity of the judgment and proceedings due to the failure to pronounce on the grounds for appeal concerning the faults found by the Company with regard to the appraisal performed in the context of the official technical consultation arranged by the Court.

In 2011 and 2012, the Court of Cassation dismissed the appeals filed by the Company. However, since this Court appears not to have taken account of any ascertainment of the actual market value of the properties, but rather to have ruled on the basis of an uncritical acceptance of the expert findings, the Company considered that it could validly invoke grounds to call for a review of the delivered judgments. Consequently, during the first half of 2013, applications for review were filed against the aforesaid judgments of the Court of Cassation, and the related preliminary hearings were held during the final months of 2013 and the early months of 2014.

Unexpectedly, in July 2014, the Company received notice that the Court of Cassation had delivered 19 judgments rejecting the applications for review filed by the Company. Since it is presumed that the remaining proceedings – in relation to which the Company is currently unaware of any judgments having yet been issued – have had an outcome similar to the one mentioned above, the Company has decided to bring the credit recognised in the financial statements into line with the amount due pursuant to the Court of Appeal’s judgments, and to regard those judgments as no longer amenable to any further challenge.

In any event, the Company is also considering the possibility of appealing to the European Court of Human Rights, since EU principles of fair compensation have not been observed and there has been a violation of the obligation to provide reasons.

It is noted, however, that despite the continuation of the subsequent stages of the proceedings, the Municipality of Rome, in partial execution of the judgments of first instance, has paid €6,523 thousand in previous years (€3,800 thousand as an advance on the principal sum and €2,723 thousand in respect of accrued interest and legal costs for the first instance proceedings).

Dispute with the Municipality of Rome in relation to the appeal against the compulsory purchase order on the plot of land situated at Pietralata, Rome

The case brought in 2001 by Immobiliare Pietralata 87 S.r.l. (a company incorporated in 2003 into Sport Garden 90 S.r.l., subsequently incorporated in 2007 into Sviluppi Immobiliari S.p.A., which in turn was finally incorporated into Beni Stabili) against the Municipality of Rome concerns the appeal against the compulsory purchase order on the plot of land situated at Via del Tufo, Pietralata, Rome (18,497 m2) and, in particular, the determination of the expropriation compensation paid by the Municipality of Rome.

In a judgment dated 16 May 2005, the Rome Court of Appeal partially accepted the Company’s claims and set the amount of the expropriation compensation at €1,434 thousand. The compensation determined by the Court of Appeal also included legal interest from the date of the compulsory purchase order until the date of payment, in addition to legal expenses and the costs of the official technical consultancy. However, in order to obtain better satisfaction of its interests, and despite the fact that the compensation paid was already sufficient to provide full recovery of the credit recognised in the financial statements (€979 thousand), the

174 Registration Document – Beni Stabili S.p.A. SIIQ

Company appealed to the Court of Cassation against the aforesaid judgments of the Court of Appeal. In the meantime, however, in line with the principle asserted by the Constitutional Court in 2007, the Financial Law of 2008 changed the criterion for the determination of expropriation compensation, basing the calculation on the market value of the expropriated property.

The Court of Cassation’s judgment, delivered on 22 May 2013, therefore set aside the contested judgment and set the expropriation compensation at €2,865 thousand, plus legal interest, to be calculated from the date of the compulsory purchase order on the amount due after deducting the sum already deposited with Cassa Depositi e Prestiti.

Proceedings are currently under way to obtain the release to the Company of the sum deposited with Cassa Depositi e Prestiti, which amounts to €1,410 thousand plus interest and taxes.

Dispute with the Municipality of Rome in relation to the sale of a property situated at Via Valle dei Fontanili, Rome

Still pending is a dispute originally begun by the company Edil Laurenthia 72 S.p.A. (incorporated in 2005 into Sviluppi Immobiliari S.p.A., in turn incorporated in 2007 into Beni Stabili) against the Municipality of Rome concerning the Company’s demand for payment of the outstanding balance of the price for the sale to the Municipality of a residential property in Rome, named “Residence Fabianella”. In relation to this dispute, in 2004 the Court of Cassation had set aside the appeal judgment upholding the order for the Municipality of Rome to pay a total of €4,241 thousand (credit recognised in the financial statements), representing the difference between the price agreed in the purchase contract and the price subsequently adjusted downwards by the Municipality of Rome. The case had then been referred to a different division of the Court of Appeal for an examination of the interpretation of the parties’ contractual intent with regard to the question of whether or not reference had been made to the rules on contracts with public bodies.

In the judicial review proceedings at the Court of Appeal, the Company had therefore reiterated its legal grounds, pointing out in particular that the price indicated in the purchase contract (signed with the Municipality of Rome in 1990) – since it had been reached by mutual agreement and solely in the context of the private law activities of the Public Administration – had to be recognised in full and paid as provided for by the contract.

The Court of Appeal’s judgment 3575/09 delivered in September 2009 ruled that the price to be applied to the sale was not that contractually agreed by the parties, but must be determined by taking into account the rental value of the property as determined pursuant to Articles 12-24 of Law 392/78. The Court of Appeal considered that the parties had intended to apply a “fixed” reference to the legislative provisions mentioned above for the purposes of determining the purchase price, and that such reference therefore applied despite the subsequent repeal of the provisions governing this criterion for determining the purchase price. The ruling therefore denied the Company’s right to be paid the sum of €4,241 thousand in respect of the difference in the purchase price. In 2010, the Company appealed to the Court of Cassation against this judgment.

In a judgment delivered on 2 December 2013, the Court of Cassation dismissed the appeal. The Company, partly on the basis of the opinions expressed by its legal advisers, believes there are valid legal reasons to argue that this last judgment of the Court of Cassation is marred by an error of fact, and therefore decided to appeal for the Court of Cassation’s ruling to be set aside in order to be able to protect its claims. This appeal

175 Registration Document – Beni Stabili S.p.A. SIIQ was filed in the early days of June 2014. At the suggestion of the legal advisers concerned, the Company is also considering bringing a new action against the Municipality of Rome in relation to the damage suffered as a result of the Municipality’s breach of the general principle of trust in dealings with the Public Administration.

Disputes with the bankrupt companies Magazzini Darsena S.p.A., Darsena FM S.r.l. and Partxco S.p.A.

Since 2010, the Company has brought numerous actions before the competent ordinary courts in order to obtain recognition of its right to receive outstanding rents unpaid by the tenant Magazzini Darsena S.p.A. and its subtenant Darsena FM S.r.l., in relation to the “Darsena City” shopping centre in Ferrara.

The Company had also brought an arbitration case before the Chamber of Arbitration of Milan in order to obtain recognition of its right to receive a downward adjustment in the purchase price paid at the time to the vendor Magazzini Darsena S.p.A. for the above-mentioned shopping centre, as well as recognition of the obligation of Magazzini Darsena S.p.A., Darsena F.M. S.r.l. and the parent company Partxco S.p.A. (the latter two jointly and severally) to pay future rents and the penalty already incurred for the delay in the delivery of a further portion of the shopping centre. This case was concluded on 8 July 2013 with the issuing of the award by the Court of Arbitration, which, in its main findings, ordered (i) Partxco to pay €12.5 million in compensation for unpaid rent, (ii) Magazzini Darsena and Partxco to pay €16 million as a penalty for the delay in the delivery of the “B” building, and (iii) Magazzini Darsena, Darsena FM and Partxco to pay €2.5 million by way of price adjustment of the “A” building (this sum had, however, already been collected by Beni Stabili through enforcement of the bank guarantee issued by the counterparties for this purpose, as mentioned below). Finally, the counterparties were ordered to pay certain legal costs to the Company, as well as three quarters of the costs of the arbitration proceedings.

Meanwhile, during the course of these disputes, the bank guarantee of €2.5 million issued by Magazzini Darsena against payment of the purchase price adjustment was enforced. This guarantee was collected following the judgment in favour of Beni Stabili delivered in the enforcement injunction proceedings brought by Magazzini Darsena, which resulted in a positive outcome at the time of the claim.

Due to the repeated news of the increasingly grave situation of difficulty into which the counterparties were falling, and in the absence of any proposals from them that might allow the disputes to be settled, Beni Stabili – together with the co-owner of the shopping centre, IGD S.p.A. SIIQ – had also, pending the conduct of the above-mentioned proceedings, filed applications for the companies involved to be declared bankrupt, in order to obtain, as soon as possible, the availability of the businesses operating in the shopping centre, with the aim of resuming their activities. These proceedings concluded on 29 July 2013, following the issue of the arbitral award, with a declaration of bankruptcy against Magazzini Darsena and Darsena FM.

Following the above-mentioned declaration of bankruptcy, the Company reached a partial settlement agreement with the official receiver on 29 October 2013. Under this settlement agreement, the Company obtained the return of the property from Magazzini Darsena, purchased the business (with the related trading licences) of Darsena FM for €0.3 million plus taxes, cancelled the preliminary contract for the purchase of the adjacent property called “Building B”, as well as the relevant associated contracts, and obtained definitive acceptance by Magazzini Darsena of the price reduction of €2.5 million for the purchase of “Building A” (it will be recalled that Beni Stabili had already collected this sum through enforcement of the above-mentioned guarantee). In the context of the above-mentioned settlement, the Company did not, however, waive all the receivables accrued up until the declaration of bankruptcy and recognised by the

176 Registration Document – Beni Stabili S.p.A. SIIQ judgments delivered in the actions brought against the bankrupt companies. Consequently, these receivables were almost entirely included among the liabilities.

On 12 June 2014, Partxco S.p.A. filed an appeal with the Milan Court of Appeal against the award issued by the Court of Arbitration in July 2013. On receiving notice of this appeal, Beni Stabili therefore applied for a declaration of bankruptcy against Partxco (which was in a composition with creditors). Recently, the Company learnt that Partxco had also been declared bankrupt.

20.7.2 Tax disputes

Disputes relating to Beni Stabili

Notice of assessment for IRES, IRAP and VAT – 2008 tax year

Following a tax audit relating to the 2008 tax year, on 17 December 2013 the Revenue Agency served notices of assessment requesting the payment of additional IRES, IRAP and VAT taxes totalling €3,655 thousand, plus penalties of €4,063 thousand and interest of €574 thousand. The challenges contained in the tax assessments mainly concern the non-deductibility of interest expense relating to mortgage loans due to alleged violation of Article 96 of the Consolidated Income Tax Act (TUIR), as well as costs for services rendered by the parent company Foncière des Régions S.A. in the performance of the contract for intragroup services.

In February 2014, the Company filed an appeal against the notices of assessment with the Rome Provincial Tax Commission. At the Registration Document Date, the hearing on the merits has not yet been fixed.

Notice of assessment for IRES – 2009 tax year

On 21 May 2014 the Revenue Agency, incorporating the findings set out in a report issued following the audit performed exclusively to verify the correct deductibility of interest expense for IRES purposes pursuant to Article 96 of the TUIR for the 2009 tax year, served a notice of assessment requesting the payment of additional IRES tax for a total of €1,821 thousand, plus penalties of €1,821 thousand and interest of €288 thousand.

This demand was contested by the Company by means of an appeal to the Rome Provincial Tax Commission within the legal time limit. At the Registration Document Date, the hearing on the merits has not yet been fixed.

Notice of settlement in relation to the acquisition of the shareholding in Immobiliare Fortezza S.r.l.

In 2009 Beni Stabili received a notice of settlement for registration, mortgage and land taxes relating to the acquisition by the Comit Fund of the entire shareholding of Immobiliare Fortezza S.r.l., completed in 2006. This notice requested the payment of a total amount around €115 million for registration, mortgage and land taxes and interest up to the date of the last act. An identical notice of settlement requesting an equal amount for the same reason was served on the counterparty Comit Fund, jointly liable with the Company to the tax authority.

The settlement notices are based on the requalification of the direct sale transaction of the real estate portfolio by the Comit Fund to Beni Stabili, and, therefore on the essential disregard of the subsidy applied

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(through fixed taxation, as required by Article 18 of Decree-Law 124/1993 for pension funds) at the time of the contribution of the properties to the receiving company, with the consequent application of the proportional taxes ordinarily due for the sale of properties.

Both the Company and the Comit Fund have submitted appeals to the Milan Provincial Tax Commission which, through the judgment filed in February 2010, fully rejected the appeals and confirmed the treasury claims. As a result, both the Company and the Comit Fund (following an interim understanding intended to regulate mutual relations during the case and without prejudice to the mutual rights of recourse at the end of the proceedings) each paid approximately €58 million equal to 50% of the sums requested for payment (also taking into consideration the interest accrued during the case).

In August 2010, the Company and the Comit Fund appealed against the first instance judgment, which had confirmed the demands made in the notice of settlement, to the Regional Tax Commission of Lombardy, which fully accepted the appeals filed. In April 2012, the Tax Authority therefore refunded the sums demanded in the notice of settlement, of which, pending judgment, 50% had been paid by the Company and 50% by the Comit Fund, following the unfavourable judgment delivered by the first instance court.

The second instance judgment favourable to the Company was taken up before the Court of Cassation by the State Prosecutor on behalf of the Revenue Agency. Until April 2012, the Company therefore filed a counterclaim and cross-appeal before the Court of Cassation against the treasury claims and to see the favourable approved ruling of the appeal judge confirmed. At the Registration Document Date, the hearing date has not yet been fixed.

Notice of settlement in relation to the acquisition of the shareholding in Montenero S.r.l.

In 2009, the Milan Revenue Agency served Beni Stabili, as acquirer of Sport Garden 90 S.r.l., with a notice of settlement for registration tax in relation to the acquisition of the entire shareholding of Montenero S.r.l., a company created by the vendor (Sercom S.r.l.) following the sale of the business unit relating to the Montenero di Bisaccia shopping centre.

Through the above-mentioned payment order, payment by way of “supplementary tax” of approximately €401 thousand has been requested, in addition to fines of approximately €480 thousand and interest of €38 thousand. The Company’s appeal against the payment order was received by both the Provincial Tax Commissions and the Milan Regional Tax Commission. Following an appeal before the Court of Cassation submitted by the State Prosecutor on behalf of the Revenue Agency, the Company filed a counterclaim and cross-appeal against the treasury claims and to see the favourable approved ruling of the appeal judge confirmed. At the Registration Document Date, the hearing date has not yet been fixed.

Notice of assessment for IRES and IRAP – 2004 tax year

In 2009 the Revenue Agency served a notice of assessment increasing Beni Stabili’s tax liability for IRES and IRAP in relation to the 2004 tax period, requesting the payment of additional taxes amounting to €1,163 thousand, plus penalties of €1,163 thousand and interest of around €30 thousand. The challenges contained in the notice of assessment mainly concerned the redetermination of the capital gain realised following the contribution of a property to a real estate fund.

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On 5 May 2014, Beni Stabili – following the Office’s appeal against the first instance judgment, which had fully accepted the Company’s position – appealed to the Lazio Regional Tax Commission, which scheduled the hearing for 11 October 2014.

Notice of assessment in relation to the sale of the shareholding in Telemaco Immobiliare S.p.A.

In 2007, Sviluppi Immobiliari S.p.A. (merged by incorporation into Beni Stabili) received a notice of assessment with a demand for additional IRAP tax of €2,710 thousand, plus penalties of €2,710 thousand and interest of €755 thousand, for the alleged non-taxation for IRAP purposes of the capital gain realised in the 2002 tax year as a result of the sale of the shareholding in Telemaco Immobiliare S.p.A. An appeal against this notice of assessment was filed with the Rome Provincial Tax Commission and then with the Lazio Regional Tax Commission, which both upheld the Tax Authority’s demands. In 2011, the Company appealed to the Court of Cassation against the judgment delivered by the second instance court. At the Registration Document Date, the hearing has not yet been fixed.

Notice of assessment for IRES – 2002/2003 tax years

In 2005, Beni Stabili received two notices of assessment issued following the tax audit performed for the 2002 and 2003 tax years, already cancelled on completion of the first and second instance proceedings and subject to appeal before the Court of Cassation on behalf of the State Prosecutor.

The payment orders include claims for, respectively:

- 2002: taxes of €138 thousand, penalties of €138 thousand and interest of €6 thousand; and

- 2003: taxes of €769 thousand, penalties of €769 thousand and interest of €22 thousand.

With regard to the 2002 tax period, following the judicial review at the Rome Regional Tax Commission, the Company’s appeal was accepted. The terms for a possible contestation before the Court of Cassation by the Office are pending.

For the 2003 tax year, on the other hand, a judgment is pending after two favourable rulings to the Company before the Court of Cassation. At the Registration Document Date, the hearing has not yet been fixed.

Notice of assessment for IRES and IRAP – 2007 tax year

In 2012, the Revenue Agency served Beni Stabili with a notice of assessment increasing its tax liability for IRES and IRAP, with a demand for additional taxes totalling €381 thousand, plus penalties of €381 thousand and interest of €52 thousand. The challenges contained in the notice of assessment mainly concern the alleged non-deductibility of costs for services rendered by the parent company Foncière des Régions S.A. in the performance of the contract for intragroup services.

In November 2012, the Company appealed to the Rome Provincial Tax Commission; at the Registration Document Date, the hearing on the merits has not yet been fixed.

Payment demand relating to the disputed offsetting of a VAT credit

In 2012, Beni Stabili received a payment demand in which the Revenue Agency declared invalid the offsetting of the VAT credit of €149 thousand deriving from incorporated companies and used in the context

179 Registration Document – Beni Stabili S.p.A. SIIQ of the VAT procedure of the Beni Stabili Group, applying penalties of €44 thousand and interest of €25 thousand. In July 2012, an appeal was filed with the competent Provincial Tax Commission of Rome; at the Registration Document Date, the date of the hearing has not yet been fixed.

Disputes relating to other companies of the Beni Stabili Group

Beni Stabili Gestioni SGR – Notices of assessment for IRES and IRAP - 2008 tax year

In September 2013, following the tax audit performed by the Revenue Agency for the 2008 tax year, the Company received a notice of assessment increasing its tax liability for IRES and IRAP, with a demand for additional taxes of €403 thousand, plus penalties of €403 thousand and interest of €59 thousand. The challenges contained in the notice of assessment concern the alleged non-deductibility of property management expenses and failure by Beni Stabili Gestioni SGR to account for and pay taxes on the income that will be received by the Company only upon liquidation of the Securfondo Fund for performance fees.

Beni Stabili Gestioni SGR – Notices of assessment for IRES and IRAP – 2006, 2007 and 2009 tax years

In 2012, Beni Stabili Gestioni SGR received three notices of assessment following the tax audits performed by the Rome Revenue Agency for the 2006, 2007 and 2009 tax years, increasing its tax liability for IRES and IRAP, with a demand for additional taxes totalling €504 thousand (€151 thousand for 2006, €201 thousand for 2007 and €152 thousand for 2009), plus total penalties and interests (still potentially due for €151 thousand and €30 thousand, respectively). The challenges contained in the notices of assessment mainly concern the alleged non-deductibility by Beni Stabili Gestioni SGR of property management expenses which, according to the Office, should have been allocated to the individual Funds.

In 2013, following an agreement reached with the Tax Authority, the Company settled the assessment for the 2007 tax year through the adherence procedure.

In 2012, however, the Company appealed to the Rome Provincial Tax Commission against the notices of assessment for the 2006 and 2009 tax years. The tax judges accepted the Company’s reasoning’s for the 2006 tax year at the hearing of 8 January 2014. With regard to the 2009 tax year, the Company is currently awaiting notification of the date of the oral hearing on the merits of the appeal.

20.8 Significant changes in the financial or commercial position of the Issuer after 30 June 2014

At the Registration Document Date, the Issuer is not aware of any significant changes in the financial or commercial position of the Group that have occurred after 30 June 2014.

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21. SUPPLEMENTARY INFORMATION

21.1 Share capital

21.1.1 Subscribed and paid-up share capital

At 31 December 2013, the Issuer’s share capital, fully subscribed and paid up, amounts to €191,630,290.40 and is divided into 1,916,302,904 ordinary shares with a nominal value of €0.10 each.

At the Registration Document Date no shares have been issued without voting rights or with restricted voting rights.

21.1.2 Shares not representative of the share capital

At the Registration Document Date, the Issuer has not issued classes of shares other than ordinary shares and there are no shares that do not represent share capital.

21.1.3 Treasury shares

Pursuant to Article 6 of the Articles of association, the Company may purchase its treasury shares to the extent and in the manner set forth by law.

At the Registration Document Date, the total number of treasury shares held by the Company amounted to 961,000, representing 0.05% of the share capital of Beni Stabili and has its basis in a “Programme for the purchase and sale of treasury shares” originally authorised by the Shareholders’ Meeting of 17 October 2007.

21.1.4 Convertible or exchangeable bonds or bonds with a warrant, with indications of the conditions and methods for conversion, exchange and subscription

The Company has issued convertible bonds in treasury shares (the “Convertible Bonds”).

In particular, following the resolution of the Board of Directors of 13 April 2010, the Extraordinary Shareholders’ Meeting of 3 June 2010 resolved to increase the share capital in cash, by payment in tranches, with the exclusion of option rights pursuant to Article 2441, paragraph 5 of the Civil Code, for a total maximum nominal amount of €26,223,776.20, to be paid in one or more tranches, by issuing up to 262,237,762 ordinary Company shares, having the same characteristics as the ordinary outstanding shares, irrevocably and exclusively reserved for servicing the conversion of the bonds referred to as “€225,000,000.00 3.875 per cent. Convertible Bonds due 2015”, provided that the deadline for the subscription of new shares is set at 23 April 2015 and that, in the event that, at that date, the share capital increase is not fully subscribed, the same will be increased by an amount equal to the subscriptions received. At the Registration Document Date the nominal value of outstanding bonds is €105,538,000.

During the months of January and March 2013, Beni Stabili issued an equity-linked bond, which lasts five years, for a total nominal value amounting to €225,000,000. The bonds (with a nominal value equal to €100 thousand) will pay a deferred semi-annual coupon equal to 3.375% on an annual basis. Each bond is convertible (as of 24 June 2013) into ordinary Beni Stabili shares, whether already existing and/or newly issued. The initial conversion price of the bonds into ordinary Beni Stabili shares is equal to €0.5991

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(corresponding to a premium equal to 32% of the weighted average price of Beni Stabili shares, measured by Borsa Italiana – Mercato Telematico Azionario between the date of the launch and the pricing of the loan in question). The conversion price may be subject to adjustment to take into account, inter alia, the dividends paid by the Company in any period of 12 months following the issue date of the bond loan, for amounts that may exceed the limit of €0.022 per share.

Pursuant to the bond loan regulation, in exercising conversion rights, Beni Stabili has the right to deliver its own ordinary shares to bondholders, or to pay a sum of money corresponding to the value of the shares, or to deliver a combination of shares and cash. The loan was sold exclusively to qualified investors, both operating on the Italian market (about 13%) and the European market (about 87%). As of 14 June 2013, the bonds have been listed on the Luxembourg Stock Exchange’s official list and admitted to trading on the Luxembourg Stock Exchange’s Euro MTF market. At the Registration Document Date the nominal value of outstanding bonds is €225,000,000.

On 17 October 2013, Beni Stabili issued an additional equity-linked bond loan with a duration of 5.5 years, for a total nominal value of €270,000 thousand. The bonds (with a nominal value equal to €100 thousand) will pay a deferred semi-annual coupon equal to 2.625% on an annual basis. The bonds will be convertible into ordinary Beni Stabili shares, subject to approval by the Extraordinary Shareholders’ Meeting of the Company (to be held no later than 31 May 2014), of a share capital increase (excluding the option rights pursuant to Article 2441, paragraph 5 of the Civil Code), to be used exclusively to service the conversion of the same bonds. The initial conversion price of the bonds into ordinary Beni Stabili shares is equal to €0.6591 (corresponding to a premium equal to 37% of the weighted average price of Beni Stabili shares, measured by Borsa Italiana – Mercato Telematico Azionario between the date of the launch and the pricing of the loan in question). The conversion price will be subject to adjustment to take into account, inter alia, the dividends paid by the Company in any period of 12 months following the issue date of the bond loan, for amounts that may exceed the limit of €0.022 per share.

Pursuant to the regulation of the bond loan, in exercising the conversion rights Beni Stabili has the right to deliver its own ordinary shares to bondholders, to pay a sum of money corresponding to the value of the shares or to deliver a combination of shares and cash. The loan was sold exclusively to qualified investors on the Italian (about 17%) and European (about 83%) markets. Since 18 December 2013, the bonds have been listed on the Luxembourg Stock Exchange’s official list and admitted to trading on the Luxembourg Stock Exchange’s Euro MTF market. At the Registration Document Date the nominal value of outstanding bonds is €270,000,000. The new convertible bond loan was partly used for the repurchase of convertible bonds 2015 – 3.875% outstanding, through a reverse bookbuilding operation conducted simultaneously, but independently, to the placement of the new bond loan issue. As a result of the aforementioned reverse bookbuilding, on 18 October 2013 Beni Stabili repurchased its convertible bonds 2015 – 3.875% for a nominal amount of €119,462 thousand, representing approximately 53.1% of the bonds initially issued, at a price equal to 102.75% of their nominal value. The bonds repurchased were cancelled in accordance with the relevant regulation.

21.1.5 Existence of purchase rights and/or obligations on the authorised but not issued capital, or of a capital increase commitment

On 31 July 2014, the Company’s Extraordinary Shareholders’ Meeting granted the Board of Directors a mandate, pursuant to Article 2443 of the Civil Code (the “Mandate”), exercisable within a period of 24

182 Registration Document – Beni Stabili S.p.A. SIIQ months from the date of the decision’s registration with the Company Register, concerning the right to increase the paid-up share capital, in one or more tranches, for a total amount (including any premium) of up to €150 million, through the issue of ordinary Company shares offered to the shareholders and holders of the Convertible Bonds, pursuant to Article 2441, paragraph 1 of the Civil Code.

21.1.6 Existence of option offers having as their object the capital of any members of the Group

At the Registration Document Date, the Issuer is not aware of transactions regarding the capital under option or that it has been agreed to offer, conditionally or unconditionally, options for large companies in the Beni Stabili Group.

21.1.7 Evolution of the share capital over the last three financial years

The following table shows the changes in the Company’s share capital recorded during the years ending 31 December 2013, 31 December 2012 and 31 December 2011.

On 3 June 2010, the Extraordinary Shareholders’ Meeting resolved to increase the share capital in cash, paid- up and in tranches, with the exclusion of option rights pursuant to Article 2441, paragraph 5 of the Civil Code, for a total maximum nominal amount of €26,223,776.20 to be paid in one or more tranches, by issuing up to 262,237,762 ordinary Company shares, having the same characteristics as ordinary outstanding shares, irrevocably and exclusively reserved for servicing the conversion of the bonds referred to as “€225,000,000.00 3.875 per cent. Convertible Bonds due 2015”, it being understood that the deadline for the subscription of new shares is set at 23 April 2015 and that, in the event in which, at that date, the share capital increase is not fully subscribed, the same will be increased by an amount equal to the subscriptions received.

The Extraordinary Shareholders’ Meeting of 22 May 2013 resolved to increase the share capital in cash, paid-up and in tranches, with the exclusion of option rights pursuant to Article 2441, paragraph 5 of the Civil Code, for a total maximum nominal amount of €37,556,334.50 to be paid in one or more tranches, by issuing up to 375,563,345 ordinary Company shares, having the same characteristics as the ordinary outstanding shares, irrevocably and exclusively reserved for the conversion of the bonds issued, respectively, on 17 January 2013 (pursuant to the mandate granted by the Board of Directors by the resolution of 7 November 2012) and 14 March 2013 (pursuant to the mandate granted by the Board of Directors by the resolution of 4 March 2013), it being understood that the deadline for the subscription of new shares is set at 10 January 2018, and that if, on 10 January 2018, the capital increase is not fully subscribed, the same will be increased by an amount equal to the subscriptions received by that date, with the express authorisation of the directors to issue new shares gradually as they are subscribed.

The Extraordinary Shareholders’ Meeting of 15 April 2014 resolved to increase the share capital in cash, paid-up and in tranches, with the exclusion of option rights pursuant to Article 2441, paragraph 5 of the Civil Code, for a total maximum nominal amount of €40,964,952.20 to be paid in one or more tranches, by issuing up to 409,649,522 ordinary Company shares, having the same characteristics as the ordinary outstanding shares, irrevocably and exclusively reserved for the conversion of the bonds issued on 17 October 2013 (pursuant to the mandated granted by the Board of Directors by the resolution of 7 October 2013), it being understood that the deadline for the subscription of new shares is set at 10 April 2019, and that, in the event that at 10 April 2019, the capital increase is not fully subscribed, the same will be increased by an amount

183 Registration Document – Beni Stabili S.p.A. SIIQ equal to the subscriptions received by that date, with the express authorisation of the directors to issue new shares gradually as they are subscribed.

21.2 Articles of incorporation and Articles of association

21.2.1 The Issuer’s objective and scope

The corporate objective is defined in Article 3 of the Articles of association, pursuant to which the Company’s objective is any activity in the real estate field and all activities related to buying non-public equity investments, in Italy and abroad. The Company may, by way of example:

(i) acquire property, transfer or exchange it, constitute condominiums and grant easements, register mortgages;

(ii) create new constructions, reconstructions and transformations of buildings, also on behalf of and/or with the help of third parties;

(iii) make allotments of land for construction and agriculture, form sub-divisions according to town planning regulations; participate in the formation of consortia for planning purposes and for the construction of building complexes; enter into agreements and acts of obligation for planning restrictions with the municipalities concerned;

(iv) obtain or grant a lease, administer property and real estate, also on behalf of firms, companies and organisations;

(v) take on the liquidation and management of real-estate firms, companies and entities;

(vi) form companies, take on interests and shareholdings in other companies or businesses, both directly and indirectly, with the exclusion of obtaining public shares and not for purposes of placement with third parties.

The Company may carry out any other activities deemed useful and appropriate for achieving the corporate objective. In particular, by way of example, the Company may carry out studies and research on commercial, industrial, financial, investment and real-estate related topics, and may contract loans and resort to forms of financing of any kind and duration, grant real-estate or investment guarantees, collateral or personal, including sureties, pledges and mortgages, to secure its own obligations or those of companies in which it has interests or investments.

The Company’s activities will be carried out in accordance with the following rules relating to real estate investment, limits on the concentration of risk and financial leverage:

(i) the Company does not invest in a single property with urban planning and functional characteristics together: (a) directly, in an amount greater than 25% of the total value of its real estate portfolio; and (b) directly and through subsidiaries in an amount greater than 15% of the total value of real estate assets belonging to the Beni Stabili Group. In this regard it should be noted that in the case of development plans under a single urban planning scheme, those portions of the property that are subject to individual building permits, are functionally independent or that are equipped with

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planning such to ensure connection to public services shall cease to have urban planning and functional characteristics;

(ii) the Company may not generate: (a) directly, by lease, from a single tenant or tenants belonging to the same group, in excess of 30% of the Company’s total rental revenues; and (b) directly and through its subsidiaries, rents, from a single tenant or tenants belonging to the same group, in excess of 60% of the total rent to the Beni Stabili Group;

(iii) the Company may: (a) directly, take on loans (including borrowings from subsidiaries and the parent company), net of cash and cash equivalents and loans from the parent company, for a total nominal value that does not exceed 70% of the total value of its real estate, the value of equity investments in subsidiaries and the nominal value of loans from subsidiaries; and (b) directly and through subsidiaries, consolidated financial debt (including payables to the parent company), net of cash and cash equivalents and loans from the parent company, for a total nominal value that does not exceed 70% of the total value of real estate assets belonging to the Beni Stabili Group.

The aforementioned limits may be exceeded in exceptional circumstances or those which are otherwise beyond the control of the Company. Unless otherwise in the interest of the shareholders and/or the Company, the limits may not be extended beyond 24 months, with regard to the thresholds referred to in paragraphs (i) and (ii) and 18 months, with regard to the threshold referred to in paragraph (iii).

Notwithstanding the foregoing, the 30% limit referred to in paragraph (ii) above shall not apply where the Company’s properties are leased to a tenant or tenants belonging to a group of national or international importance.

21.2.2 Summary of the provisions in the Issuer’s Articles of association regarding the members of the Board of Directors and the Board of Statutory Auditors

Below are the main statutory provisions concerning members of the Issuer’s Board of Directors and Board of Statutory Auditors. For additional information see the Articles of association (available on the Issuer’s website, www.benistabili.it, under “Corporate Governance”).

Board of Directors

Composition

Pursuant to Article 13 of the Articles of association, the Company is managed by a Board of Directors consisting of no less than five and no more than fifteen directors, appointed by vote by the Ordinary Shareholders’ Meeting, and within these limits the number of Board members is to be determined by the Board itself.

Appointment

Pursuant to Article 13 of the Articles of association, the appointment of the Board of Directors takes place on the basis of lists presented by the shareholders, in which the candidates must be listed with a consecutive number, and only including candidates who meet the independence requirements. In addition, each list, except for those containing less than three candidates, shall include at least 1/3 (“Full Shareholding”) or 1/5

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(“Reduced Shareholding”), if applicable, of individuals belonging to each gender, as long as this is provided for by law and/or the regulations.

Following the list vote procedure, the Board of Directors must be composed of at least:

(i) one member in possession of the independence requirements established by law, or a greater number if required by applicable law (“Independence Criteria”);

(ii) 1/3 (“Full Shareholding”), or 1/5 (“Reduced Shareholding”), if applicable, of individuals belonging to the less represented gender, as long as this is required by mandatory provisions of law and/or regulations.

The lists shall be deposited at the Company’s registered office at least 25 days before the date set for the Shareholders’ Meeting on first call, and published by Borsa Italiana and on the Company’s website, accompanied by all documents required by law, at least 21 days before the date set for the Shareholders’ Meeting on first call.

For the shareholding required for the submission of candidates lists for the office of director, please refer to the Consob communication that will take effect in the 30 days following the close of each financial year, pursuant to Article 147-ter, paragraph 1 of the TUF, and Articles 144-quater and 144-septies, paragraph 1 of the Issuers Regulation. Therefore, only those shareholders who, at the time of submission of the list, either alone or together with other shareholders, own the number of shares corresponding to the share specified in the notice of the aforementioned Consob communication are entitled to submit lists. The minimum percentage required for the submission of lists shall be indicated in the meeting convocation.

In order to prove ownership of the number of shares necessary for the submission of lists, shareholders must present, at the Company’s registered office, a copy of the certification within the deadline for publication of the lists, leaving a copy of the same. Together with each list, within the period for its filing, at the registered office, declarations must be filed in which the individual candidates accept their candidacy and attest, under their own responsibility, the inexistence of causes of ineligibility and forfeiture and the existence of the requirements set forth by law to hold the office of director. Each person entitled to vote may vote for only one list.

The election of the members of the Board of Directors shall proceed as follows:

(i) all the directors except one are taken from the list that obtained the highest number of votes cast by the shareholders, in the order in which they appear in the list, subject to compliance with the Full Shareholding or Reduced Shareholding, where applicable. At least one of these directors, or the greatest number of directors required to comply with the criterion of independence, must meet the independence requirements established for members of the control body by law;

(ii) at least one director shall be drawn from the minority list that has obtained the highest number of votes, provided that he or she is not connected in any way, even indirectly, with the shareholders who submitted or voted for the list with the highest number of votes obtained; and

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(iii) for the purposes of allocating the directors to be elected, no account is taken of the lists that have not obtained a number of votes equal to at least half of that required for their submission.

In case of a tie, a new vote will be held by the Shareholders’ Meeting, with voting lists for the election of the entire Board of Directors. In the event, however, of adjusting the submission of only one list, all the directors shall be elected from a single list, based on the number of consecutive order in which the candidates are listed in the list, subject to compliance with the criterion of independence and the Full Shareholding or Reduced Shareholding, where applicable.

The list that has obtained the highest number of votes must guarantee compliance with the criterion of independence and the Full Shareholding or Reduced Shareholding, where applicable. In particular, where the composition of the body, determined based on the consecutive numbers assigned to the candidates of the above list, does not allow compliance with these criteria, also taking into account the gender of the candidate nominated by the minority, the candidates with the lowest consecutive number and who do not meet the requirements in question will be replaced by candidates with a higher consecutive number, until the composition required by applicable laws and regulations is reached.

The list voting procedure applies only in the case of renewal of the entire Board of Directors. If, during the year, one or more directors become absent – except in the case of termination of the majority of directors appointed by the Shareholders’ Meeting, a case in which the entire Board shall be deemed to have been terminated – the Board shall make the substitution pursuant to Article 2386 of the Civil Code by co-opting someone belonging to the same list as the absent director, or, if this is not possible, through the designation of a candidate proposed by the shareholder who submitted the list on which the absent director appeared, in accordance with the criterion of independence and the Full Shareholding or Reduced Shareholding, where applicable. Subsequently, the Shareholders’ Meeting will proceed according to the majorities required by law and in compliance with local regulations.

The term of the directors thus appointed shall expire at the same time as the terms of those in office at the time of their appointment. Independent directors are required to give immediate notice to the Board of Directors of any loss of the independence requirements required by law. The loss of these requirements will result in the termination of their appointment.

Powers of the Board of Directors

Pursuant to Article 18 of the Articles of association, the Board of Directors is vested with the broadest powers for the ordinary and extraordinary management of the Company without any exceptions, and has the power to perform all acts it deems advisable for the implementation and achievement of the corporate goals, excluding only those that the law specifically reserves for the Shareholders’ Meeting.

In addition to the subjects that may not be delegated pursuant to law, the exclusive competence of the Board of Directors applies to decisions relating to:

(i) investments in assets in which the aggregate value exceeds €100,000,000;

(ii) financing or refinancing of a value in excess of €100,000,000.

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Also falling under the competence of the Board of Directors are resolutions concerning the mergers of companies with shares or units held by the Company in the amount of at least 90% of their share capital, as well as decisions relating to the adjustment of the Articles of association to legal regulations.

The Board, after assessing the requirements, such as studies, any degree or master’s post-graduate degree; prior experience in positions of similar significance and responsibility in the administration of other companies and/or entities; or the performance of activities of preparation and/or analysis and/or assessment and/or verification of company documents that present accounting issues comparable with those related to the accounting documents of the Company, in order to ensure an appropriate level of professionalism, appoints a Director responsible for the preparation of corporate accounting documents, subject to obligatory, non-binding opinion of the Board of Statutory Auditors, pursuant to Article 154-bis of the TUF, granting him or her all adequate powers and resources to carry out the tasks assigned to them by law.

The Board of Directors, at its meetings and also through the Chairman or Chief Executive Officer(s), if appointed, shall report promptly, and at least quarterly, to the Board of Statutory Auditors on the activities and operations of greater economic and financial significance carried out by the Company or its subsidiaries; in particular regarding transactions involving potential conflicts of interest and those that are affected by the party that exercises any management and coordination activities.

Validity of resolutions of the Board of Directors

Pursuant to the provisions of Article 16 of the Articles of association, the validity of the resolutions of the Board of Directors requires the presence of a majority of the directors in office. Participants to the meeting of the Board of Directors are permitted to act remotely through the use of an audio-visual connection and by teleconference, provided that all participants can be identified and may receive, transmit or view documents. In this case, each participant must be allowed to attend and express their opinion, and to simultaneously examine the issues discussed and their resolutions; in this case, the meeting of the Board of Directors shall be considered as held in the location of the Chairman and the Secretary. Resolutions are passed by an absolute majority of votes of those present, excluding abstainers; in the event of a tie, the vote of the Chairman prevails.

Resolutions relating to investments, financing or refinancing, the value of which exceeds €300,000,000, may be validly adopted by the favourable vote of two thirds of the Board of Directors.

Resolutions relating to the appointment of the Vice Chairman(s), the Executive and Investment Committee or the Chief Executive Officer(s) may be validly adopted by the favourable vote of half plus one of the Board members in office. In the event of a tie, the vote of the Chairman prevails.

Board of Statutory Auditors

Composition

Pursuant to Article 20 of the Articles of association, the Shareholders’ Meeting appoints the Board of Statutory Auditors, consisting of three Auditors and two Substitute Auditors. The Auditors shall remain in office for three years until the Shareholders’ Meeting called to approve the financial statements for the third year in office. They may be reappointed.

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Auditors who find themselves in situations of ineligibility and/or incompatibility as provided for by law and the applicable regulations, or who do not meet the integrity and professionalism requirements established by the applicable legislation, may not be elected, nor may those who hold the office of Auditor in five companies listed on the Italian regulated markets.

Appointment

The entire Board of Statutory Auditors is appointed on the basis of lists presented by the shareholders, in which the candidates must be listed with a consecutive number. The lists must include at least one Auditor candidate and one Substitute Auditor candidate. As long as this is provided for by law and/or regulations, each list must also include among the candidates for the office of Auditor at least 1/3 (“Full Shareholding”), or 1/5 (“Reduced Shareholding”) where applicable, of individuals belonging to each gender, except in the case of lists containing less than three candidates. The lists must be filed, including remotely as indicated in the notice convening the Shareholders’ Meeting, at least 25 days before the date established for the Shareholders’ Meeting on first call at the Company’s registered office, and published at least 21 days before this Shareholders’ Meeting at the market management company and on the Company’s website, and in either case, accompanied by the documents required by law.

Each shareholder may not submit or contribute to the submission of, including through a third party or trust company, more than one list, and each candidate may appear on only one list on penalty of ineligibility. For the shareholding required for the submission of candidates lists for the office of Auditor, please refer to the Consob communication that will take effect in the 30 days following the close of each financial year, pursuant to Article 147-ter, paragraph 1 of the TUF and Article 144-septies, paragraph 1 of the Issuers Regulation. In order to prove ownership of the number of shares necessary for the submission of lists, shareholders must present, at the Company’s registered office and at least 21 days before the date of the Shareholders’ Meeting, a copy of the certification required by law, leaving a copy of the same.

Together with each list, within the period for its filing, at the registered office, declarations must be filed in which the individual candidates accept their candidacy and attest, under their own responsibility, the inexistence of causes of ineligibility and forfeiture and the existence of the requirements set forth by law to hold the office of Auditor. Each person entitled to vote may vote for only one list.

The election of the members of the Board of Statutory Auditors shall proceed as follows:

(i) from the list that obtained the highest number of votes cast by the shareholders, two Auditors and one Substitute Auditor shall be selected in the consecutive order in which they appear on the list, subject to compliance with the Full Shareholding or the Reduced Shareholding, where applicable;

(ii) from the list that obtained the highest number of votes among the lists submitted and voted on by the minority shareholders, provided they are not connected in accordance with the law and regulations to the shareholders who submitted or voted for the list referred to above, and in the consecutive order in which they appear on the list, one Auditor and one Substitute Auditor shall be selected.

The Chairman of the Board of Statutory Auditors is appointed by the Shareholders’ Meeting, to be chosen from the Auditors elected by the minority shareholders. In the event that two or more lists have the same number of preferences, a new vote will be held in order to obtain a clear result.

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In case that only one list is submitted, or in the case that no list is submitted by minority shareholders, timely notice of this fact is given, in the manner provided by law, so that lists can be submitted until the third day following the deadline for their deposit at the Company’s registered office. In this case, the minimum shareholding required for the submission of lists is reduced by half.

The list that obtained the highest number of votes shall ensure respect for the Full Shareholding or Reduced Shareholding, where applicable. In particular, if the composition of the body, determined based on the numbers assigned to the candidates of the above list, also taking into account the gender of the candidate nominated by the minority, does not permit compliance with the Full Shareholding or Reduced Shareholding, where applicable, the candidates with the lowest consecutive number, belonging to the most represented gender, will be replaced by candidates of the less represented gender with the highest consecutive number, until the composition required by applicable law is reached. In case of replacement of an auditor, the substitute shall be chosen from the same list from which he or she was taken and shall be of the same gender, where this is necessary for the purposes of achieving the presence on the Board of Statutory Auditors of both Full Shareholdings and Reduced Shareholdings, where applicable. In any other case, the Shareholders’ Meeting called to reintegrate the Board pursuant to the law will do so in compliance with the principle of minority representation and, where necessary, in order to respect the Full Shareholding or Reduced Shareholding, where applicable.

Powers of the Board of Statutory Auditors

Pursuant to Article 20 of the Articles of association, the Board of Statutory Auditors oversees compliance with the law and the Articles of association, compliance with the principles of proper administration and specifically the adequacy of the organisational, administrative and accounting procedures adopted by the Company, along with its effective functioning.

In addition, as long as this is permitted by applicable laws and regulations, the Board of Statutory Auditors may be attributed, on the basis of a resolution of the Board of Directors, the duties attributed to the Supervisory Body pursuant to Legislative Decree 231/2001 and the Organisation, Management and Control Model adopted by the Company pursuant to Legislative Decree 231/2001.

The Board of Statutory Auditors shall meet at least once every 90 days. Meetings may also be carried out using an audio-visual connection and/or by teleconference, provided that all participants are able to receive, transmit and/or view documents.

21.2.3 Rights and privileges related to the shares

At the Registration Document Date, the Issuer has only issued ordinary shares. Pursuant to Article 6 of the Articles of association, the Company’s shares are registered.

21.2.4 Provisions of the Articles of association and regulations regarding changes to shareholder rights

The Articles of association do not provide for conditions other than those required by law regarding changes to shareholder rights.

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21.2.5 Regulations and provisions of the Articles of association regarding the Issuer’s Shareholder Meetings

Convening of Shareholders’ Meetings

Pursuant to Article 8 of the Articles of association, the Ordinary Shareholders’ Meeting must be convened at least once a year, within 120 days after the close of the financial year; it may be called within a longer term of 180 days, pursuant to Article 2364, paragraph 2 of the Civil Code.

The Extraordinary Shareholders’ Meeting is convened to resolve matters reserved to it by law or by the Articles of association.

Without prejudice to the powers to call meetings vested by law to the Board of Statutory Auditors or two of its members and those established by specific legislation, the Shareholders’ Meeting is convened by the Chairman of the Board of Directors or by his or her representative, indicating the day, time and place of the meeting, the list of topics to be discussed and any other information required by legislation and regulations applicable at the time, by notice published in the Official Gazette of the Republic or in the newspaper “Il Sole 24 Ore” and on the Company’s website, as well as in the manner required by Consob in its own regulation.

Attendance at Shareholders’ Meetings and representation

Pursuant to Article 9 of the Articles of association, the Shareholders’ Meeting may be attended by the shareholders who are entitled to do so according to the legislation and regulations in force. In particular, parties who have the right to attend and vote at the Shareholders’ Meeting include those for which the Company has received notice from an authorised intermediary, attesting to, on the basis of the accounting records on the seventh trading day preceding the date of the Shareholders’ Meeting at first call, the legitimacy of these parties to attend the Shareholders’ Meeting and exercise the right to vote. The intermediary’s notice must be received by the Company before the end of the third trading day preceding the date of the Shareholders’ Meeting at first call, or within another deadline established by Consob, in agreement with the Bank of Italy, by means of regulation. The entitlement to attend and vote at the Shareholders’ Meeting remains if the communication is received by the Company after the aforementioned terms, provided that it is received by the beginning of the individual meeting.

Each shareholder entitled to attend the Shareholders’ Meeting may be represented by written proxy, subject to the terms and conditions laid down by the laws and regulations in force; such delegation may be notified electronically via certified email and by any other method listed in the convocation notice. The Company is not however permitted to appoint the representative, pursuant to Article 135-undecies of the TUF.

Constitution and resolutions of the Shareholders’ Meeting

Pursuant to Article 11 of the Articles of association, the validity of the constitution of the Ordinary and Extraordinary Shareholders’ Meeting, as well as the validity of its resolutions, are subject to legislation.

The resolutions of the Shareholders’ Meeting must be recorded in the minutes signed by the Chairman, and by the Secretary or the Notary.

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21.2.6 Provisions of the Articles of association that could delay, defer or prevent a change in control of the Issuer

The Company’s Articles of association do not contain provisions that could delay, defer or prevent a change in control of the Issuer.

21.2.7 Obligations to disclose significant investments to the public

The Articles of association do not contain special provisions relating to obligations to disclose shareholdings in the Issuer’s share capital. The shareholding above which an obligation of public disclosure on the shares held is required is that set forth by law.

21.2.8 Changes to capital

The Articles of association do not contain provisions that impose more restrictive conditions than the legislation regarding changes to the share capital and the rights of shares.

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22. IMPORTANT CONTRACTS

No important contracts have been concluded by the Company or by the Beni Stabili Group in the two years prior to this Registration Document, beyond the normal course of its business.

As a part of its normal activities of financing and refinancing purchases of property portfolios, the Company refinanced the debt related to the acquisition of the ImSer Portfolio by entering into loan agreements with banks allowing the Issuer to raise the funds needed to fully repay in advance the mortgage loan provided to Imser 60, and as a result, the securitisation bonds, and to pay the costs connected with cancelling the related hedging instruments. In this context the Company has also agreed to the immediate release of almost all the collateral security originally granted to holders of securitisation bonds and the other operators involved, on various grounds, in the Transaction (for more details about the Transaction, see Section V, Paragraph 5.1.5.2 “Early repayment of the ImSer Portfolio loan”). This release has required the approval of U.S. Bank Trustees Limited (in the capacity of joint representative of the holders of the bonds and the other securitisation creditors) and of Ambac Assurance UK Limited (in the capacity of first demand guarantor of some classes of securitisation bonds).

In general, the immediate release of the guarantees assumes the obtaining of suitable receipts from all the securitisation counterparties, in order to prevent any possible dispute with regard to the special purpose vehicle and other operators involved. In this case, obtaining receipts was possible for all parties involved with the exception of one, the original counterparty of the derivative hedging contracts – Lehman Brothers Special Financing Inc. (LBSF) – which has been subject, since 2008, to restructuring procedures pursuant to US law. It was precisely the start of these proceedings that caused the termination in 2008 of the derivative contracts agreed for the purpose of securitisation, with the payment of the replacement cost in favour of LBSF: this amount was settled and paid by the Company for the securitisation in conformity with the provisions of the ISDA documentation which regulates derivative contracts and by English law.

The parties involved (the joint representative and Ambac) made their approval conditional to the immediate release of the guarantees to the prior obtaining of a liability to compensation for costs or liabilities resulting from any possible and notional shares promoted by LBSF following the termination of the derivative contracts relating to the securitisation that took place in 2008 and the early termination of said securitisation. This compensation, already provided for in general terms under the commitments undertaken by Imser 60 in the context of the land financing, was the subject of express confirmation by Imser 60 and the Issuer because they are the owners of the assets which are the subject of the guarantee and therefore the release.

With reference to relations with LSBF, note that, at the date of the prospectus, the members of the Procedure have not put forward or threatened any claim for payment, in either a judicial or out-of-court setting, having been limited to asking for information about the termination of the above-mentioned instruments and requesting the extension of the terms, an extension which was granted to them by the securitisation vehicles.

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23. INFORMATION FROM THIRD PARTIES, EXPERT OPINIONS AND DECLARATIONS OF INTEREST

23.1 Expert reports

The 2013 Consolidated Financial Statements, 2012 Consolidated Financial Statements and 2011 Consolidated Financial Statements contain certificates of expertise evaluating the properties owned by the Beni Stabili Group issued by CBRE Valuation S.p.A. and REAG – Real Estate Advisory Group S.p.A. and the Independent Auditors’ Reports. The Company confirms that such information has been accurately reproduced and that, as far as the Issuer is aware, no facts have been omitted which would render the reproduced information inaccurate or misleading.

In this Registration Document, there are no other expert opinions or reports attributed to experts.

23.2 Information from third parties

Except for that indicated above, there is no information from third parties in the Registration Document.

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24. PUBLICLY ACCESSIBLE DOCUMENTS

The Registration Document is available to the public at the Company’s registered office, at Via Piemonte 38, Rome, and on the Issuer’s website, www.benistabili.it.

For the period of validity of the Registration Document, copies of the documents listed below may be consulted at the Issuer’s registered office and/or on the Issuer’s website, www.benistabili.it:

 Issuer’s Articles of association and Article of incorporation;

 the separate financial statements of Beni Stabili S.p.A. SIIQ and the consolidated financial statements of the Group for the years ending 31 December 2013, 2012 and 2011, including the Independent Auditors’ Reports;

 the Interim Financial Report as at 30 June 2014 and the Interim Financial Report as at 30 June 2013, including the Independent Auditors’ Reports;

 the document “2013 Remuneration Report in accordance with Article 123-ter of the TUF”; and

 the “Report on corporate governance and ownership structure” approved by the Company’s Board of Directors on 14 February 2014.

Any information relating to corporate events and interim reports made after the publication of this document is made available to the public according to the procedure described above.

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25. INFORMATION ON SHAREHOLDINGS

NAME % OF REGISTERED OFFICE SHARE CONSOLIDATION ACTIVITIES SHAREHOLDING CAPITAL CARRIED (IN €) OUT SUBSIDIARIES OF BENI STABILI S.p.A. SIIQ B.S.7 S.p.A. 100 Rome – Via Piemonte 38 520,000 Full Intergroup financial investments IM.SER S.r.l. in liquidation 60 Milan – Via Carlo Ottavio 21,165 Full Real estate Cornaggia 10 IMSER 60 SIINQ S.p.A. 97.8 Milan – Via Carlo Ottavio 2,000,000 Full Real estate Cornaggia 10 Imser Securitisation S.r.l. 0 Milan – Viale Majno 45 10,000 Full Law 130/99 Imser Securitisation 2 S.r.l. 0 Milan – Viale Majno 45 10,000 Full Law 130/99 Beni Stabili Development S.p.A. 100 Milan – Via Carlo Ottavio 120,000 Full Real estate Cornaggia 10 Services B.S. Attività Commerciali 1 S.r.l. 100 Milan – Via Carlo Ottavio 10,000 Full Real estate Cornaggia 10 B.S. Attività Commerciali 2 S.r.l. 100 Milan – Via Carlo Ottavio 10,000 Full Real estate Cornaggia 10 B.S. Attività Commerciali 3 S.r.l. 100 Milan – Via Carlo Ottavio 10,000 Full Real estate Cornaggia 10 B.S. Immobiliare 8 S.p.A. SIINQ 100 Milan – Via Carlo Ottavio 1,000,000 Full Real estate Cornaggia 10 B.S. Immobiliare 9 S.p.A. SIINQ 100 Milan – Via Carlo Ottavio 120,000 Full Real estate Cornaggia 10 R.G.D. Gestioni S.r.l. 100 Milan – Via Carlo Ottavio 10,000 Full Real estate Cornaggia 10 RDG Ferrara 2013 S.r.l. 50 Rome – Via Piemonte 38 100,000 Net Equity Real estate

OF B.S. 7 S.p.A. Beni Stabili Gestioni SGR 75 Rome – Via Piemonte 38 16,820,000 Full Asset Management Beni Stabili Retail S.r.l. 55 Milan – Via Carlo Ottavio 10,000 Full Real estate Cornaggia 10 Beni Stabili Real Estate Advisory S.r.l. 100 Rome – Via Piemonte 38 10,000 Full Real estate Services B.S. Engineering S.r.l. 100 Milan – Via Carlo Ottavio 110,000 Full Real estate Cornaggia 10 Services NPLs RE_Solution S.r.l. 50 Milan – Via Carlo Ottavio 20,000 Net Equity Credit Cornaggia 10 Recovery

OF BENI STABILI DEVELOPMENT S.p.A. Beni Stabili Development Milano Greenway 80 Milan – Via Carlo Ottavio 120,000 Full Real estate S.p.A. Cornaggia 10 Sviluppo Ripamonti S.r.l. 31.8 Milan – Via Carlo Ottavio 100,000 Full Real estate Cornaggia 10 development

OF BENI STABILI DEVELOPMENT MILANO GREENWAY S.p.A. Sviluppo Ripamonti S.r.l. 68.2 Milan – Via Carlo Ottavio 100,000 Full Real estate Cornaggia 10 development B.S. Immobiliare 5 S.r.l. 100 Rome – Via Piemonte 38 10,000 Full Real estate development

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ANNEX I – INDEPENDENT AUDITORS’ REPORTS

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