PRELIOS: COMPLETED CAPITAL INCREASE WITH OPTION RIGHTS FOR 115 MLN EURO

• SUBSCRIBED SHARES FOR A TOTAL VALUE OF ABOUT 45 MLN EURO, EQUAL TO 39.49% OF THE SHARES OFFERED
• IN ACCORDANCE WITH THEIR GUARANTEE COMMITMENTS LENDERS WILL SUBSCRIBE THE REMAINING SHARES FOR NEARLY 70 MILLION EURO

Milan, 20 August 2013 – With reference to what has been already disclosed to the market and to what has been lastly announced on 8 August 2013, Prelios S.p.A. informs that the divisible capital increase against payment, resolved upon by the Extraordinary Shareholders’ Meeting of 8 May 2013, for the rights issue to the Company shareholders’ relating to Prelios ordinary shares (the“Shares”) – without face value, accruing regular dividend and having identical characteristics as the currently outstanding shares – (the “Capital Increase with Option Rights”) has been completed.

Following to the offer on the Stock Exchange – held pursuant to art. 2441, par. 3, of the Italian Civil Code – of the option rights that remained unexercised after the offer period (the “Rights”),during which the total of n. 51,503,830 Rights have been sold, valid for the subscription of n. 118,458,809 Shares, n. 1,563,011 Shares (equal to 0.81% of the total number of newly issued ordinary shares) for a total value of Euro 930,460.45 have been subscribed within the envisaged term.

Therefore, considering the shares already subscribed upon rights issue, n. 76,300,085 Shares have been subscribed in total, equal to 39.49% of the total newly issued ordinary shares, for a total value of Euro 45,421,440.60.

In this respect, as previously announced to the market and as indicated in the Offering Circular (available at the Company’s registered office in Milan, Viale Piero e Alberto Pirelli n. 27 and on the Company’s website at www.prelios.com), by fulfilling the guarantee commitments undertaken, the lenders of Prelios S.p.A. (Pirelli & C. S.p.A. and the lending banks, including Intesa Sanpaolo S.p.A. and UniCredit S.p.A.) shall subscribe – within the technical time required and through thepro rata conversion of the respective receivables claimed from the Company - n. 116,895,802 Shares, for a total value of Euro 69,588,070.93.

Following to the above, the Capital Increase with Option Rights will be then subscribed for the envisaged total value of Euro 115,009,511.53.

Finally, it should be noted that - within the framework of the broader-spectrum transaction regarding the Company’s financial rebalancing and capitalization for a total of approximately Euro 185 million, which includes the Capital Increase with Option Rights -, as already disclosed to the market on 31 July 2013, the company Fenice S.r.l. fully subscribed the capital increase reserved to the same for about 70 million Euro, with consequent issue of n. 117,597,496 class B shares, without voting right and not destined to listing.

Consequently, the overall extraordinary transaction ensures to the Company a cash capital increase equal to about Euro 115 million of new financial resources.

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This communication does not constitute an offer or an invitation to subscribe for or purchase any securities. The securities referred to herein have not been registered and will not be registered in the United States under the U.S. Securities Act of 1933 (as subsequently amended) (the “Securities Act”), or in Australia, Canada or Japan or any other jurisdiction where such an offer or solicitation would require the approval of local authorities or otherwise be unlawful. The securities may not be offered or sold in the United States or to U.S. persons unless such securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. Copies of this announcement are not being made and maynot be distributed or sent into the United States, Canada, Australia or Japan.

For further information:
Prelios Press Release Tel. +39/02/6281.33549
Prelios Investor Relations Tel. +39/02/6281.4057
www.prelios.com