PININFARINA S.P.A

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PININFARINA S.P.A (Translation from the Italian original which remains the definitive version) PININFARINA S.p.A. 2018 Annual Financial Report Pininfarina S.p.A. - Share capital €54,287,128 fully paid-up - Registered office in Turin, Via Bruno Buozzi 6 Tax Code and Turin Company Registration no. 00489110015 1 On 22 March 2019, the Board of Directors approved the separate financial statements of Pininfarina S.p.A., the consolidated financial statements as at and for the year ended 31 December 2018 and the directors’ reports. 2 ORDINARY SHAREHOLDERS’ MEETING 13 MAY 2019 The shareholders are called for their ordinary meeting on first call at 11.30 am at the Sala “Sergio Pininfarina” of Pininfarina S.p.A. in Via Nazionale 30, Cambiano (Turin) on 13 May 2019. AGENDA 1) Approval of the separate financial statements of PININFARINA S.p.A. and PININFARINA EXTRA S.r.l. (company incorporated by PININFARINA S.p.A. with effect from January 1, 2019) as at and for the year ended at 31 December 2018. Related resolutions. 2) Remuneration report and resolution pursuant to article 123-ter of Legislative decree no. 58/1998. 3) Appointment of the Board of Directors, with the previous determination of the number of the members, the term of the office, and the determination of their compensation. Related and consequent resolutions. 3 4 Board of Directors Chairman * Paolo Pininfarina (4) Chief Executive Officer Silvio Pietro Angori (4) Directors Manoj Bhat Romina Guglielmetti (2) (3) Chander Prakash Gurnani Jay Itzkowitz (1) (2) (3) Licia Mattioli (1) (2) Sara Miglioli (3) Antony Sheriff (1) (1) Member of the Nomination and Remuneration Committee (2) Member of the Control and Risk Committee (3) Member of the Committee for Transactions with Related Parties (4) Responsible for the Internal Control and Risk Management System Board of Statutory Auditors Chairman Massimo Miani Standing Statutory Auditors Antonia Di Bella Alain Devalle Alternate Statutory Auditors Luciana Dolci Fausto Piccinini Secretary to the Board of Directors and Manager in charge of financial reporting Gianfranco Albertini Independent Auditors KPMG S.p.A. *Powers Pursuant to article 22 of the bylaws, the Chairman is the parent’s legal representative vis-à-vis third parties and in court proceedings. 5 Letter to PININFARINA’s Shareholders Dear Shareholders, 2018 has been a record year in the recent history of Pininfarina for the achieved and consolidated economical results. Confirming the excellent results of 2017, the economic and financial sustainability of Pininfarina has been confirmed, as well as the effectiveness of its strategic positioning, unique in the market, and its ability to offer services and solutions with high added value for customers. Economic and financial indicators Most of economic and financial indicators have grown as compared to those of 2017: the Value of Production has reached 105,3 M€ with a growth of 21% on the previous year. EBITDA amounts to 12,6 M€, reaching 12% of the Value of Production and growing by 68% as compared to 2017. The EBIT result of 3,8 M€ shows a decrease of 10% on 2017 mainly due to the reserves provisions of 5,4 M€. The consolidated net result of Pininfarina S.p.A. reaches 2,2M€ showing a growth of 69% as compared to 2017. Pininfarina’s Group net equity increased to 61,7 M€ against the 58,8 M€ of the previous financial year, increase mainly due to the net income. At the same time, the gross debt has further decreased to 34,3 M€ from 37,8 M€ of the previous year. Finally, the positive net financial position of 5,2 M€ is in decline compared with the positive value of 12,0 M€ of 2017, mainly due to a negative trend of the working capital. Pininfarina’s share price and Shareholders value In 2017, the overall results of the Company gained the appreciation of the financial markets as witnessed by an increase of 58% of the share price during the fiscal year. 2018 has been a negative year for the Italian Stock Exchange as witnessed by the decline of most relevant indices: FTSE Italia All-Share index declined by 17%, FTSE Italia Auto & Parts by 12% and FTSE Italia Brands of which Pininfarina is part by 18%. On the contrary, Pininfarina share prices increased by 14%, reaching a value of 2,27 Euro per share on December 28th 2018. Furthermore, in 2018, Pininfarina was the Company with the highest Total Shareholders’ Return among the European Automotive Companies. This result is particularly significant considering that, during the period, no extraordinary operations occurred. The Orders Portfolio The orders portfolio is solid, despite unfavorable geo-economical conditions, with a particular reference to the slowdown of the Chinese automotive market and to the general slowdown of the world economy. In the automotive sector, primary source of business for Pininfarina, the Company has converted orders and will focus on further multimillionaire orders from alternative propulsion vehicle manufacturers (electrical and hybrid motors) and on 6 the sustainable mobility sector, in addition to boosting volumes with traditional propulsion sport and premium cars manufacturers. At the same time, there is an increase in activities in the field of industrial design, architectural design, in nautical products and, in general, in the transportation field. Pininfarina is continuing to enhance its brand, extending its use in licenses for high perceived value life-style products. In this context, it is worth noting the conclusion of an agreement with International Management Group Limited (IMG) in order to promote Pininfarina brand license contracts. Finally, a market diversification is recently taking place, increasing volumes in high growth markets such as United States, China, Vietnam and India and reducing the dependence percentage of the European market, which is already limited to 40% of the value of production. Reorganization of the company’s structure The Company has taken steps to reorganize its structure in order to centralize the management of its direct personel resource, create an adequate critical mass and efficiently communicate its value proposition in the two key business areas in which it operates: Design and Engineering services. For this reason, effective July 1st 2018, Pininfarina Engineering S.r.l. company became operational, fully owned and managed by the parent company Pininfarina S.p.A., which received the transfer of the company’s branch “Engineering” and the control of Pininfarina Deutschland Holding GmbH. On January 1st 2019, the merger by incorporation of Pininfarina Extra S.r.l. into the parent company was executed. In addition to the above-mentioned organizational and strategic benefits, the company’s merger aims at promoting synergies through the automotive, the transportation and the interior design sectors, by creating a unique Center of Creativity for the Pininfarina Group. Human Capital At the end of December, Pininfarina had 656 employees from 42 different nationalities operating on 3 continents. Human resources represent the key wealth of the company and the very good results achieved in this period and in the previous year depend on the cultural, geographical and gender diversity and on the assiduous work and tenacity of our people. Moreover, high level professionals have been hired, with relevant skills in emerging sectors of strategic importance such as User Experience and Digital Design. These skills mixing physical and digital design allow the Company to strengthen its position in the market and to manage the recent trends, for example, design of the interiors of driverless cars which are strongly influenced by the home interior design and architecture solutions. Strategic initiatives Considering the favorable business and financial conditions, in 2018 different strategical initiatives have been launched, with an expected return in the medium term. In particular, in order to extend the range of our services and to build our resources skills, an Innovation Program has been developed in order to create new sources of business, through synergic cooperation with startup companies and external institutions. 7 The current year and its opportunities In 2019, the Company will consolidate the 2018 economic results and reduce the amount of the debt at consolidated level. The general slowdown of global economies and the uncertainty about the development of commercial policies among the different nations of the world are not the optimal conditions for the Pininfarina business. However, some peculiar business opportunities have been identified in different key sectors where it is possible to create high added value solutions for our clients and to guarantee high profits. In particular, the Company is developing archetypes of platforms for alternative propulsion vehicles in order to stimulate the interest of some automotive startup companies which do not have them. In conclusion, we would like to thank you Shareholders for the confidence you expressed in the Company, encouraging us to constantly to achieve further and prestigious goals. March 22, 2019 Mr. Paolo Pininfarina Mr. Silvio Pietro Angori Chairman Chief Executive Officer 8 CONTENTS Directors’ report page 11 Outlook for 2019 page 28 Financial statements as at and for the year ended 31 December 2018 page 29 Notes to the financial statements page 36 Other information page 68 Disclosure on the independent auditors’ fees required by article 149-duodecies page 72 of the Consob regulation Proposal for the allocation of the profit for the year page 73 Statement on the consolidated financial statements pursuant to article 154-bis page 74 of Legislative decree no. 58/98 Statutory Auditors’ report page 75 Independent Auditors’ report page 82 Consolidated financial statements as at and for the year ended 31 December 2018 page 89 Notes to the consolidated financial statements page 96 Other information page 141 Disclosure on the independent auditors’ fees required by article 149-duodecies of page 145 the Consob regulation Statement on the consolidated financial statements pursuant to article 154-bis of page 148 Legislative decree no.
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