COMPANY PRESENTATION May 2010

Transcription

1 COMPANY PRESENTATION May 2010

2 Agenda Pirelli Real Estate is 3 1Q 2010 Results 8 Portfolio Data 19 Strategic Guidelines for Separation Plan from P&C 30 Annex 36 2

3 A streamlined Pirelli RE platform servicing AUM portfolio Asset under Management (AuM) Financial Impact Target Property SPVs Co-Investments Service Platform Income from Investments** (50%) Property Investment Funds NPL SPVs Fund & Asset management Agency Property (*) Credit Servicing Recurring income (50%) Recurring income (*) Includes Facility in Germany and Poland ; **Mainly related to Funds & Vehicles Assets disposal 3

4 PIRELLI Real Estate is A leading real estate asset manager focused on third party services with a fully integrated business model of specialistic services (agency, property and development management) and management activities (Fund & Asset management). Key figures as of March 31, 2010 Total Asset Under Mgmt. are 16.4 /bln. (*) A leading Fund & Asset Management Company in Italy with approx. /7bln of real estate assets, while in Germany and Poland, is among the top player in the residential and commercial segments with /7bln of assets Real Estate Net Asset Value Pro Quota (excluding services & NPLs) is approx 1.2 /bln Total Net Capital Invested, including Services and NPLs is 1,183 /bln, Net Financial position is 458 /mln (Gering 0.7x) and current market capitalization is approx. 400 /mln (*) Including NPLs for 1.5 bln 4

5 and its strategy is based on: Optimising the existing portfolio through: active asset management, disposal of non strategic assets and a steady reduction of co-investments Refocusing on the Italian market exploiting the leadership in the Fund Mgmt. sector pursuing both internal and external growth in terms of AUM Revamping the overall services proposition increasing third party share by offering integrated solutions Continuing the de risking approach in Germany & Poland while actively managing the portfolio and seeking partners to enhance the value of the investments and service platform Maintaining a financial discipline 5

6 Has a lean and efficient organization Italy Germany Poland NPLs Fund Mgmt. (SGR) Asset Mgmt SPV Residential Asset Mgmt & Services Residential Development Asset Mgmt & Services Credit servicing Development Management Services (Property&Agency) Commercial Asset Mgmt & Services A lean and efficient organization based on local management platforms with defined Business Units Along with the CEOs, new professionals in key roles ( ), with extensive real estate, management and organizational expertise, joined the company in The overall group has 1097 employees o/w approx.600 in Italy and the rest abroad 6

7 3 Steps Paving the Way for a Turnaround REFOCUS REBALANCE EFFICIENCY On core business; disposal of non-core assets Capital structure rebalance Structure optimization We are repositioning the company through clear strategic guidelines to regain market confidence and capture future sustainable growth as proven by 2009 achievements 7

8 1Q 2010 RESULTS 8

9 1Q 10 results vs Targets /mln 30/04/10 30/04/09 Targets 2010 FY 2009A Real Estate Assets Sales ,300-1,500 1,031 Italy ~1, Germany ~ Poland ~ Q 10 1Q 09 Ebit Service Platform incl. G&A (*) / Fixed Cost Saving / (versus previuos year) NFP (excluding Shareholders's loan) Substantially stable (*)Not including income from equity participations 9

10 Consolidated Profit and Loss /mln 1Q 10 1Q 09 Revenues of which services of which other revenues EBIT services 5.0 (1.3) Income from equity participations Service platform/g&a 5.0 (1.3) EBIT consolidated investments (1.2) (0.9) Income from equity participations (0.0) (12.5) Interest income from Shareholders' loans Investments 5.3 (4.9) Total EBIT -2.2 as reported at 1Q 09 EBIT incl. income from equity part. & interest income from shareholders' loans 10.3 (6.2) Restructuring costs Property writedowns/revaluations1) EBIT incl. inc. from equity part.after restr. costs, writedown/ reval (6.2) Financial charges (5.2) (8.3) Profit before taxes 5.1 (14.5) Income taxes (4.1) (2.1) Net income 1.0 (16.6) Minority interests (0.6) 0.8 Net income after minority interests 0.4 (15.8) 1) Market appraisals by indipendent appraisers/companies are made on a six month basis 10

11 Segment Report 1Q 10 vs 1Q 09 /mln Italy Germany Poland NPL Holding Total Service platform (A) (0.3) 0.5 (0.0) (2.9) G&A (B) (4.0) (5.0) (4.0) (5.0) Ebit Service platform incl. G&A (A+B) (0.3) 0.5 (0.0) (2.9) (4.0) (5.0) 5.0 (1.3) Vehicles & funds 1.4 (8.2) 0.5 (2.3) (4.9) EBIT Including income from participation and interest from Shareholders Loan 9.8 (3.3) 1.4 (1.0) (4.0) (5.0) 10.3 (6.2) 11

12 Sales trend as of April 10 /mln 1,300/1,500 Italy Germany Poland Development ~250 ~1,050 Trading & Soho ~200 Other ~600 Gross margin on sales is approx. 3.1% as of April 2010 (March %) ~300 ~ Target /04/10 30/04/09 1Q 10 1Q 09 12

13 Asset under management trend /mln Market Value of Asset Under Management is calculated on the basis of the Dec third parties appraisals considering the impact of further capex, disposals and exchange rates impact As of December 2009 As of March 2010 AuM Real Estate Participated AuM Real Estate not participated NPL (book value) Total AuM Total AuM

14 Update on Cost Saving 2010 vs 2009 /mln Consulting costs Headquarters / +30 vs 09 Fixed Costs Savings +8.3 Labour costs Others fixed costs Marketing +1.1 IT +0.4 Labour costs Other ) Target Q 10 1) Includes travel expenses, communications costs, depreciations and other costs 14

15 Status of the Separation Banks and partners entrusted to Pirelli RE to complete the separation as proven by: Banks waiver for change of control Status Club deal 320 /mln West LB 50 /mln OBTAINED Unicredit 25 /mln Jvs Partners MSREF/SSF REEF Lusigest/ Lucchini OBTAINED Borletti Generali Merril Lynch UNDER NEGOTIATION 15 15

16 NFP excl. Shareholders Loans /mln (8.8) NFP Dec Sales/ distributions Equity contrib. to funds and vehicles Layoffs Interests and other financial expenses Capex and Other NFP Mar

17 Group Corporate Lines Current Situation Situation post separation Bank Commitment Expiry Bank Commitment Expiry /mln CLUB DEAL (*) 320 July-12 CLUB DEAL (**) 320 July-12 WEST LB 50 May-11 WEST LB 50 May-11 UNICREDIT 25 Dec-10 (*) UNICREDIT 25 Feb-11 POP MILANO 10 July-11 POP MILANO 10 July-11 Royal Bank of Scotland 25 Feb-11 Royal Bank of Scotland 25 Feb-11 PIRELLI & C. (***) 150 July-12 /mln TOTAL 430 TOTAL 580 AVERAGE RESIDUAL LIFE 24 months AVERAGE RESIDUAL LIFE 25 months All Change of Control waivers obtained Unicredit bilateral line extended to February 2011; amortizing commitment (25 /mln 10 /mln 0 /mln ) changed to 25 /mln bullet (*) Amortizing (**) Club Deal Participants: Unicredit 100 /mln, IntesaSP 50 /mln, Monte deipaschidisiena 50 /mln, Banca Popolare Milano 50 /mln, Pop.Sondrio 20 /mln, Banca Popolare Emilia Romagna 20 /mln, Carige 20 /mln, Centrobanca 10 /mln (***) Originally it was a non committed line 17

18 Financial situation of participated vehicles/funds /bln 15.4 (*) Net debt as of March 31, 2010 Refinancing needs by maturity AuM 100% Net Debt 100% Net Debt proquota NPL RE asset Beyond Bank Loan characteristics 1) Loan to Value: Italy 57%, Germany 79% and Poland 40% Average Duration close to 3.4 years (pro-quota PRE 3.2). Of which Italy 3.2, Germany 3.9 and Poland 2 year Average spread: 218 bps (pro-quota PRE 174 bps) 83% interest rate risk hedge (pro-quota PRE 77%) Recourse guarantees pro-quota for approx /mln 2) (*) Real Estate Asset Under Management including NPLs estimates as of march ) Excluded NPL and subsidiaries. 2) Considering finalized position after march

19 OVERALL PORTFOLIO DATA 19

20 Our exposure is on resilient markets Italy (*) Residential prices decrease by ~ 8-10% in Limited drop expected (~ 3%) in 2010 Commercial (Office) -Transactions decrease by 15% YoY and price dropped by 3%. Rents decrease by the same level. In 2010 expectations are for a stabilization in rents / cap rates and prices Overall Transactions expected to growth by 5% in 2010 (in 2009 decreased by 15% vs an avg. 28% Europe. (*) Source: European Commission Feb.2010; report Cushman & Wakefield's survey Dec 2009; Euro Hypo 2009 market report (**) Cushman & Wakefield's survey Dec 2009 among top largest 500 European companies Germany (*) Residential market: ownership rate lowest in Europe No sign of significant drop in sales price/ rents or transactions due to stable offer Rental market improved already in H2-09 For 2010, CB Richard Ellis (CBRE) forecast commercial investment of more than 12.5bn (+20% vs 2009) Poland (*) Healthy economic situation: GDP growth for 2010 revised upward from 1.8% to 2.6% (in 2009 with 1.8% highest growth in Europe) Residential units sold in % vs Double digits growth expected in 2010 Investments in constructions +25% vs 2009 Warsaw is considered the top location to set up a business(**) 20

21 Asset Allocation by Country (Market Value estimated as of March 2010) Total Asset Under Management Open Market Value (16.4 /bln) ( /bn) NPL 1.5 (*) Poland 1% Real Estate 14.9 Of which partecipated 13.9 Germany 48% Italy 51% ITALY 7.7 /BLN AUM GERMANY 7.0 /BLN AUM POLAND (**) 0.2 /BLN AUM Real Estate 14.4 Germany 49% Italy 50% (*) NPLs at Net Book Value (**) Only Residential Development 21

22 Pirelli RE : Key data as of March 2010 Market Value of Asset Under Management is calculated on the basis of the Dec third parties appraisals considering the impact of further capex, disposals and exchange rates impact (EUR MM) Mkt. Value 100% 1) Mkt. Value PRE 26% average Book Value Quota PRE UCG Quota PRE 2) Net Debt Quota PRE 3) LTV4) NAV Quota PRE 5) NIC Quota PRE 6) IAS 40% 7) ITALY 6,658 1,868 1, ,059 57% % GERMANY 7,034 1,723 1, ,362 79% % POLAND % % TOTAL REAL ESTATE 13,877 3,661 3, ,449 67% 1, % 1) Participated AUM are assets in which PRE owns a stake 2) UCG= Unrealized Capital Gain is the difference between Market Value and Book Value 3) Net Debt pro Quota: bank loan and cash 4) LTV= Loan to Value is the ratio between Pro quota Net debt and Pro quota Market Value 5) The differences between NAV and UCG + NIC (equal to 170 /mln) is due to other assets and liabilities not included into calculation of real estate NAV 6) NIC= Net Invested capital 7) As of December 09 Assets under IAS 40 represent assets with long term strategy, booked at Market Value NPL (investment) SERVICES TOTAL PIRELLI RE ,183 22

23 STRATEGIC GUIDELINES FOR

24 PRE Overall Strategy is based on Optimising the portfolio through active asset management and disposals on non strategic assets Playing an active role in the consolidating Fund Management sector in Italy without additional co-investments Boosting service activities increasing third parties market Continuing a de-risking approach in the Germany & Poland actively managing the portfolio while seeking for partners Maintaining financial discipline 24

25 ITALY strategy: managing the existing while looking for sustainable growth STRATEGY ACTIONS RISKS/OPPORTUNITIES Focus on Fund Management leveraging on SGR leadership for both internal and external growth Funds for institutional investors Participation to both public and private bids Launch of new types of products (+) The size of the disposal of government bodies as well as pension funds may exceed expectations. (+) Consolidation process in the market Portfolio optimization, with reduction of Net Invested Capital Asset disposal mainly non core/ low yielding assets (so called soho) with a target of approx. 200 /mln (-) Disposal process may be delayed according to market conditions (+) Extensive network to leverage on Revamp the overall service proposition, increasing third party share Integrated service model proposal Synergy between corporate agency & network Value added property management (+) Wide opportunities in a fragmented market characterised by small players NPLs: Manage effectively the existing portfolio with focus on more efficiency No further investments Leveraging on highly rated credit servicing/strong partner to boost collections (-) Slowdown in collections activity (+)Acquiring third parties mandates thanks to strong partners and unique skills 25

26 Germany strategy: continuing the de risking approach focusing on STRATEGY ACTIONS RISKS/OPPORTUNITIES Commercial (Highstreet): de risking the portfolio while catching potential upside Secured the financing with debt maturity extension to 2014 Highstreet renegotiation of the master lease agreement (+) Turnaround of the tenant will enhance property values and increase appetite from real estate investors (-) Further pressure on cap rates if no buyers for existing tenant Residential (DGAG & Baubecon): continuing portfolio stabilization and active management, while seeking for partnership Selective sales and active management of the portfolio to improve NOI Preliminary negotiation with banks for debt restructuring for Baubecon Scouting potential M&A opportunities (+) Highly fragmented and historically stable market (+) Low ownership (-) Strong rent regulations Service platform: managing existing assets and increasing third party service mandates Portfolio active mgmt. to attract also third party clients (+) Limited number of skilled service operators (+) Leveraging on significant market share to further boost third parties revenues (to ~40% of total sales) 26

27 Poland strategy: continuing the de risking approach focusing on STRATEGY ACTIONS RISKS/OPPORTUNITIES (+) Positive attitude of Banking system Continue to develop the residential projects in Warsaw and Gdansk Seeking for a partnership for service and Asset management platform Continue to sell the residential units Working on obtaining the building permit for a large scheme in Warsaw (1mln sqm /GLA) which is increasing volume of mortgages granted to private individuals (-) Delays in releasing building permit may dumper sales timetable of development schemes 27

28 Economic and Financial Targets for 2010 Real Estate Assets sales 1.3 / 1.5 /bln Stable AUM with a shift in geographical distribution (increase in Italy and continuous reduction abroad) Co-investments to 22-23% Continued disposal effort of low yield Soho and Trading assets (~200 mln) EBIT Service platform incl. G&A 20 / 30 /mln Back to profitability at operating level by increasing recurring returns and leveraging on further cost reduction Focus on Fund Management (SGR) exploiting both organic and external growth In NPLs increase credits collections and get services back to profitability Fixed Cost Saving - 25 / - 30 /mln 60% effect of actions implemented in 2009 NFP Substantially stable vs Financial discipline 28

29 Year to come: Profit & Loss trend by activities Targets confirmed RESULTS Services Platform E 2011E - = + 50 Continuous focus on management platform turnaround; Lower break-even point thanks to a two-year 95 mln cost reduction program (approx. 70% already completed in 2009) Commitment to achieve growth. developing third parties management business Investment - - =/+ 60 Positive operating results expected despite high leverage and opportunistic profile of some investments. Continuous focus to rebalance investments through disposals of non cash generating portfolios and non strategic assets. Back to significant profit in 2011 thanks to active asset management and disposal of key real estate assets * Real estate assets are appraised twice a year by external independent values and values may change accordingly 29

30 SEPARATION PLAN FROM P&C 30

31 Pirelli Real Estate Separation Plan: strategic rationale Feb.11, 2009: '09-'11 "Transformation path announcement assets portfolio reshaping & core business focalization In the last 18 months Pirelli RE changed its business model, went through a deep restructuring program, strengthened its capital structure and reached financial sustainability Today the Real Estate market is showing signs of recovery Right time to split the 2 businesses with benefits for both P&C and PRE shareholders Benefits for P&C Benfits for PRE Corporate structure streamlining: a clearer equity story with a positive impact on valuation metrics Free-float increase & higher stock liquidity More corporate contestability More flexible capital structure Better chance to create a platform for future industrial aggregation 31

32 Pirelli Real Estate Separation Plan: process (1/2) STEP 1: P&C SHARES REVERSE STOCK SPLIT Par value of ordinary and savings shares cancelled, followed by a split by category 1:11 Ratio SHARES AFTER REVERSE SPLIT 475,740,182 12,251,311 Ordinary shares Savings shares 487,991,493 Total shares 1) Post reverse stock split accounting value 3.19 per share Capital Euros 2) = Total number of shares Rights on savings shares will remain the same 1)P&C own shares, post reverse split, equal to 351,590.9 ordinary shares and 408, )P&C capital 1,556,692,

33 Pirelli Real Estate Separation Plan: process (2/2) STEP 2 Assignment of Pirelli RE shares in portfolio through voluntary corporate capital reduction to P&C ordinary and savings Shareholders PRE s P&C Shareholding Assignment ratio 1:1 In shares Stake P&C s PRE shares to be assigned to Shareholders after reverse stock split (*) P&C s PRE shares not to be assigned to avoid split 487,798, % 487,231, , % Capital reduction equal to PRE stake value assigned to P&C Shareholders Price listed the day before the P&C Extraordinary Shareholders Meeting when transaction is approved (*) Post reverse splitting P&C s own shares in the portfolio, that is 351,590.9 ordinary shares and 408,342.6 savings shares shall not benefit from assignment rights to be attributed to P&C Shareholders in the 1:1 ratio. 33

34 Pirelli Real Estate Separation Plan: timing May, 4 th 2010 Board of Directors by July 2010 P&C Extraordinary Shareholders Meeting to approve: Shares value cancellation and reverse stock split Capital reduction through assignment of goods in kind by July 2010 Entry of the decision into the Registry of Companies by October 2010 Creditors opposition deadline by October 2010 PRE shares assigment 34

35 Pirelli Real Estate Separation Plan PRE equity structure changes CURRENT POST REVERSE STOCK SPLIT Camfin 14.8% Pirelli 58% Floating 1) 42% Other members of the P&C shareholders agreement 15.8% Floating 2) 69.4% To guarantee stability of Pirelli RE shareholding basis, some members of P&C shareholders agreement, to become future PRE shareholders, expressed their positive views to enter an agreement involving less than 30% of the relevant share capital. 1) Inclusive of PRE s own shares (0.1% of circulating capital) and stake of Intesa San Paolo, Assicurazioni Generali and Unicredit worth 0.1% 2) Of which 27.4% ex P&C floating (net of own shares) and 42% ex PRE floating 35

36 Annexes 36

37 Annexes A guide to better understand our numbers 38 Details by Country 43 1Q 2010 Economic Results details by Country 54 Additional Information 60 37

38 A Guide to better understand our P&L 38

39 A guide to better understand our numbers INDICATORS DIRVERS Revenues Ebit from services platform Ebit from consolidated investment activities Sales of consolidated assets Offer of specialised services (listed below) Asset & Fund Mgmt.: Active Management. Blended average fee 0.5 % on Book Value. Additional fees in case of Success fees in case of performances exceeding targets Agency: Blended avg. fees 1.5-2% on Assets rotations. Expected ROS 20-25% Property: Various Service related to the portfolio. ~ 2%of total rents collected. ROS approx. 15% Credit Servicing: 5% Gross Fees on credit collections Disposal of consolidated assets/activities Income from equity participations Pro Quota net income from sales of minority investments (funds/ vehicles) Capital gain on participation disposals 39

40 Business Model Contribution to Profitability (FY 2009) Recurring income SERVICE PLATFORM EBIT* 7.8mln CO-INVESTMENTS ( 14.4mln) G&A ( 20.5mln) SERVICES 28.2mln NPLs REAL ESTATE ( 9.5mln) ( 4.9mln) FUNDS and ASSETS MGMT AGENCY PROPERTY FACILITY CREDIT SERVICING 28.2mln ( 1.4mln) 5.4mln 0mln ( 4.0mln) FUND MGMT (SGR) OTHER ASSET MGMT * EBIT including income from equity participations before restructuring costs, writedowns/revaluations and including interest income from participations Revenues EBIT consolidated services (31.9) (5.7) IEP services A) EBIT* Services (30.3) 7.8 B) EBIT consolidated inv. activities C) IEP investments (43.6) (35.1) Interest income from participations EBIT* Investments (6.4) (14.4) EBIT* (36.7) (6.6) EBIT incl. IEP (A+B+C) (59.7) (26.1) 40

41 A distinctive and refocused Business Model A lower risk profile approach - based on increasing recurring income from the service platform - for more predictable results EXPECTED CONTRIBUTION TO P&L Recurring income Income from equity participations Trend: growth Trend: reduction TRENDS SERVICE PLATFORM * Funds and assets management Agency Property Management Development Management Credit Servicing (NPLs) SERVICES CO-INVESTED PORTFOLIO (CAPTIVE) Real Estate Funds Real Estate SPVs NPLs THIRD PARTIES PORTFOLIO (NON CAPTIVE) * Facility Mgm only in Germany & Poland 41

42 Pirelli RE Services: Overview TECHNICAL SERVICES COMMERCIAL SERVICES PROPERTY DEVELOPMENT MANAGEMENT AGENCY CREDIT SERVICING ACTIVITIES Valuations Due Diligence Lease contract administration Document Management Integrated valuation: From feasibility study to completion From technical, economical, financial to environmental aspects Acquisitions Sales Leasing Financial Services NPL Management Loan Portfolio Enhancement Monitoring of legal actions Property auctions ITALY ITALY, POLAND, GERMANY ITALY, POLAND, GERMANY ITALY 42

43 Details by Country 43

44 Italy: Real Estate Portfolio Key Data as of March 2010 Market Value of Asset Under Management is calculated on the basis of the Dec third parties appraisals considering the impact of further capex, disposals and exchange rates impact /mln Mkt.Value 100% 1) Mkt, Value PRE 28% average BV Quota PRE UCG Quota PRE Net Debt Quota PRE LTV NAV Quota PRE 2) NIC Quota PRE COMMERCIAL YIELDING & CORE 4,280 1,077 1, % TRADING & SOHO % DEVELOPMENT 1, % ) AUM participated 2) The differences between NAV and UCG + NIC (equal to 62 /mln) is due to other assets and liabilities not included into real estate NAV calculation. 44

45 Pirelli RE SGR: leader in the Italian fund management industry Pirelli & C. RE SGR Fimit Investire Immobiliare 3,979 5,422 5,343 Italian leader with 18% market share BNP Paribas First Atlantic RE Generali Immobiliare Italia Fabrica Immobiliare Sorgente 1,342 2,168 2,768 2,704 3,429 Strategic partnership with Intesa San Paolo bank to exploit market opportunities Aedes Beni Stabili Deutsche Bank Zero Gruppo Fondiaria-SAI CAAM 1,037 1, Track record in the performance of the funds under management and in product innovation Esperia Finanziaria Int Fortress Autostrada BS PD Polis Fully integrated offer: From Fund Mgmt to specialised services (agency, property) Mediolanum 391 Vegagest 383 Castello Numeria Allianz Prima Ersel Alerion Fund Mgm market only segment in the real estate market expected to growth 0 1,000 2,000 3,000 4,000 5,000 6,000 1) Source: Half year report Fondi Immobiliari Italiani - Assogestioni, June

46 Pirelli RE s Service Platform will capture organic and consolidation growth opportunities Structural room for growth (NAV of RE funds and REITs / Value of the existing RE stock)* and short-medium term growth possibilities ( bn, AuM) result in a consolidation opportunity 37.3% 48-64% % 100% 39% 100% 19.1% % 60% 61% 12.3% 40% 42% France Germany Italy *All data exclude residential assets (2007 data) Source: Scenari Immobiliari, Cushman Wakefield AuM 31-Dec-08 Expected AuM increase propelled by the launch of new products AuM 31-Dec-11 Capture third party AuM without additional equity investment through leveraging on leading market position and the development of new investment products Consolidation opportunities offered by highly fragmented Italian SGR market Source: analysis and estimations of Value Partners based on data from Prometeia, Scenari Immobiliari, Inrev, AIFI, Pirelli RE 20% 0% 19% (PRE) Top 5 SGRs 23 smaller SGRs 42% includes: Investire Immobiliare SGR BNP REIM SGR Fimit SGR First Atlantic SGR Source: Assogestioni Total 46

47 Organic growth new business from existing funds and development of new products Funds Description Funds for Public Entities and Pension Funds Casse and Enti di Previdenza Other Public Entities (INAIL, INPS, etc.) First Generation Pension Funds New Generation Pension Funds Development of new Funds (through contribution of assets and blind pools of equity) in order to rationalize and efficiently manage the real estate assets of Public Entities and Savings Associations (so called Casse). Funds which can invest up to 20% of the total assets in RE. The other real estate assets in these funds can be transferred to specialized real estate funds through contribution. The 2006 pension fund reform gives the possibility to allocate to investment funds the Severance Indemnity Fund (TFR); the reform has unlocked the potential for significant flows into real estate funds. Government Programs Sales programs from public entities Social housing Funds targeting disposals by national and local / public entities. Funds targeting social housing developments with high standards and energy saving in urban areas with a high population density. Distressed Portfolios Transfer to Funds of distressed assets Equity restructuring in distressed Funds through issue of new privileged units Funds which target distressed assets: use of speculative reserved real estate fund as a tool for executing debt restructurings among: i) debtor, owner of a real estate portfolio with high debt level; ii) banks, owners of real estate financing mortgages; iii) SGR with mandate for management and creation of the fund. Specialized Funds Core Funds and Foreign Investors New Products International Investors Family officers Foreign Investors Sovereign Wealth Funds German Open-Ended Funds Fund of funds Alternative funds (distressed debt) Mezzanine funds Alternative energy funds (i.e. photovoltaic) Senior housing Funds created through contribution of existing assets and/or blind pools of equity targeting value added and opportunistic investments Funds investing in core assets with a hold strategy (i.e. Trophy Fund), in primary locations and leased to tenants of high credit standing on long-term contracts. Funds which gain real estate exposure through investments in mezzanine financing. Funds which target opportunities dedicated to the senior/retired people (over 65) through direct acquisition of residential real estate and conversion or development of senior housing facilities which is later leased to the target market generating an yield. 47

48 Pirelli RE Non Performing portfolio: snapshot Total porfolio AUM 1.5 /bln Net Book Value Breakdown by Geography (*) Breakdown by typology(*) Key Information Strategy Investments PRE has been selected by Calyon as a preferred partner in Italy Pirelli Re investments are done thought minority stake (****) Major Partner: Calyon Other partners: Morgan Stanley / General Electric Total invested capital 104 mln in 12 portfolios Net Book Value(****) 1.6bln, Gross Book Value 9.5bln Investments Improving the performance of the existing portfolios to maximize the return on invested capital No further co-investments in new portfolios Targeting yearly /mln collections Services PRE Credit Servicing (PRECS) received from Standard & Poor s an evaluation of strong reaching the top of the ranking Leading Company with approx. 200 employees and 6 branches across Italy Services Efficiently managing the existing portfolio Acquiring third parties mandates thanks to: Strong partners Unique skills in managing the entire process (from acquisition to financial and operating structuring) (*) Based on Gross Book Value corresponding to the nominal face value of the loans (**) In June 2009 Calyon signed a partnership with PRE acquiring 20% stake in credit Servicing (PCRS) (***) CFT portfolio is the only investment done at 100% by PRE (****) Net Book Value is the residual purchase price of the loans 48

49 Pirelli RE in Germany : snapshot Germany AUM 7.0 /Bln (*) Portfolio Main Characteristics Limited net invested capital in real estate 233m ( total 866m) Exposure in residential and retail sectors Approx units managed ( m²) o/w approx owned (in joint venture) and of third parties Commercial Portfolio: Assets with 3.3 mln m² Gross Leasable Area 6 Commercial development projects: m² (Hamburg & Dresden) Shopping center management: Property Management of 6 centers in Hamburg, Konstanz, Mülheim and Krefeld (*) Development areas are areas where a buyer has already being identified and signed a preliminary contract 49

50 Germany&Poland : Real Estate Portfolio Key Data as of March 2010 Market value of Asset Under Management is a pro-forma figure calculated on the basis of the Dec third parties appraisals considering the impact of further capex, disposals and exchange rates impact /mln Mkt.Value 100% 1) Mkt. Value PRE 25% average BV Quota PRE UCG Quota PRE Net Debt Quota PRE LTV NAV Quota PRE 2) NIC Quota PRE DGAG (Residential) % BAUBECON (Residential) 1, % HIGHSTREET (Commercial) 3, % Other % Poland (development) % ) AUM participated 2) NOTE: The differences between NAV and UCG + NIC (equal to 108 /mln) is due to other assets and liabilities not included into calculation of real estate NAV. 50

51 Residential Portfolio: a snapshot (FY 2009) Total Asset Under Management at Market Value of 2.8 /bln The portfolio in JV focused in North (59%) followed by Middle (19%) and East (18%) Units under management Overall Vacancy rate 4,2% Annual estimated net contracted rent 185 /mln Yield on MV approx. 6.7% Kiel 24% Hannover 14% Sudwest 4% Magdeburg 5% Hamburg 20% Berlin 18% Lubeck 15% The figures are estimated at December 31,

52 Residential Portfolio key data Starting date: 2007 Numbers of units: 25,900 (of which resricted) Rented SQM: 1.6 mln BauBecon Main cities: Berlin, Hannover Magdeburg NCR Monthly: 8.3 mln Vacancy (units): 5.0% Yield on MV app. 6.4% 8,00% 7,00% 6,00% 5,00% 4,00% Vacancy - BauBeCon 7,40% 7,29% 6,43% 6,17% 4,90% Dec-07 Jun-08 Dec-08 Jun-09 Dec-09 DGAG Vacancy - DGAG Starting date: 2007 Numbers of units: (of which 7,600 restricted) Rented SQM: 1.1 mln Main cities (Kiel, Lubeck) NCR Monthly: 5.5 mln Vacancy (units): 2.4% Yield on MV app. 7.3% 4.0% 3.5% 3.0% 2.5% 2.0% 3.6% 3.3% 2.9% 3.0% 2.4% Dec-07 Jun-08 Dec-08 Jun-09 Dec-09 Starting date: 2006 Numbers of units: 4,500 (of which 400 restricted) Rented SQM: 0.3 mln SMALL DEALS The figures are estimated at December 31, 2009 Main cities Berlin, Rostock, Dresden, Dusseldorf NCR Monthly: 1.6 mln Vacancy (units): 4.9% Yield on MV app: 6.4% 9.0% 8.0% 7.0% 6.0% 5.0% 4.0% Vacancy - SMALL DEAL 8.2% 8.3% 7.0% 7.2% 5.0% Dec-07 Jun-08 Dec-08 Jun-09 Dec-09 52

53 Commercial Portfolio: Key data (FY 2009) Total Asset Under Management at Market Value 4.1 bln Total annual passing rent ca 277 mln Highstreet n.157 assets almost fully let to Karstadt and passing rent 271 mln Mistral: 6 trading assets and 4 development projects to be completed in 2010 HIGHSTREET Sale and lease back year lease Starting date: 2008 Assets:ca 157 throughout Germany Lettable area SQM 2.1 mln Main assets: KaDeWe Berlin, Munchen Oberpollinger Portfolio almost fully let to Karstadt Gross yearly rents ca 269 mil Sporting goods stores 2,5% Logistics 3,4% Parking 5,7% Breakdown of total area by use Office 2,5% Other 2,2% Department Stores 83,7% MISTRAL Development N. 4 Development project in Hamburg Starting date: 2007 Surface: SQM Potential rent: 8.1 mln Passing rent (estimated): 6.7 mln Vacancy Rate: 16.0% MISTRAL Trading N. 6 Trading assets Starting date: 2007 Surface: SQM Potential rent: 7.3 Passing rent 6.6 mln Vacancy Rate: 11.5% The figures are estimated at December 31,

54 1Q 2010 Economic Results by Country 54

55 Economic Results Total Pirelli RE /mln 1Q 10 1Q 09 Services Platform/G&A Revenues Italy NPL Germany Poland G&A Total Revenues Services Platform/G&A Results Italy NPL Germany Poland G&A (0.0) (2.9) (0.3) 0.5 (4.0) (5.0) Services Platform/G&A Result 5.0 (1.3) Result from vehicles & funds of which Real estate of which NPL Int. Inc. from shareholders loans (1.2) (13.4) (3.5) (16.6) Vehicles & Funds Result 5.3 (4.9) Total Result 10.3 (6.2) 55

56 Economic Results Italy /mln Fund & AM Fee Agency Property Revenues Result Fund & AM Fee Revenues Result Agency Revenues Result Property Total Revenues Service Platform Result 1Q 10 1Q (1.4) Result from vehicles & funds Int. Inc. from shareholders loans Vehicles & Funds Result (*) (0.1) (10.7) (8.2) Total Italy (*) 9.8 (3.3) (*) Result represents EBIT including income from equity participations including interest income from shareholders loans 56

57 Economic Results Germany /mln Fund & AM Fee 1Q 10 1Q 09 Revenues Result Fund & AM Fee Agency Revenues Result Agency 0.2 (0.2) Property Revenues Result Property 0.5 (0.4) Facility Revenues Result Facility (0.5) (0.2) Total Revenues Service Platform Result Result from vehicles & funds Int. Inc. from shareholders loans Vehicles & Funds Result (*) (3.4) (6.1) (2.3) Total Germany (*) 1.4 (1.0) (*) Result represents EBIT including income from equity participations including interest income from shareholders loans 57

58 Economic Results Poland /mln Fund & AM Fee 1Q 10 1Q 09 Revenues Result Fund AM Fee (0.1) (0.3) Agency Revenues Result Agency (0.0) (0.0) Facility Revenues Result Facility (0.2) 0.8 Total Revenues Service Platform Result Result from vehicles & funds Int. Inc. from shareholders loans Vehicles & Funds Result (*) (0.3) Total Poland (*) (*) Result represents EBIT including income from equity participations including interest income from shareholders loans 58

59 Economic Results NPL /mln 1Q 10 1Q 09 Revenues Service Platform Result (0.0) (2.9) Result from vehicles & funds Int. Inc. from shareholders loans Vehicles & Funds Result (*) Total NPL (*) (*) Result represents EBIT including income from equity participations including interest income from shareholders loans 59

60 Additional Information 60

61 Consolidated income statement 100% YoY trend (FY 2009) /mln Total Real Estate Dec.2009 Total Italy Total Germany Total Poland Total Real Estate Dec.2008 Total Italy Total Germany Total Poland Sales Rents capital gain sales fees other costs Capitalized Financial Charges Other Capitalized Costs EBITDA Depreciations Revaluations/Writedown EBIT Interest expenses/revenues bank loans Interest expenses/revenues SHL Derivatives PBT Income taxes Net Income 100% 1, (16.0) (10.7) (3.9) (1.5) (477.4) (273.9) (185.2) (18.3) (1.9) (1.7) (0.1) (0.1) (316.0) (45.2) (268.9) (2.0) (522.6) (171.0) (345.2) (6.3) (78.5) (20.6) (52.4) (5.6) (28.0) (12.3) (15.8) 0.1 (312.8) (27.8) (279.2) (5.9) (283.0) (24.9) (252.2) (5.8) (11.5) (8.2) (1.5) (1.8) (415.4) (213.5) (161.6) (40.3) (50.5) (49.3) (1.1) (0.1) (598.6) (198.6) (396.4) (3.5) (55.2) 53.2 (142.0) 33.6 (525.9) (262.9) (256.7) (6.2) (83.6) (40.7) (36.8) (6.1) (58.2) (26.1) (31.2) (0.9) (722.9) (276.7) (466.7) 20.4 (27.5) (11.6) (14.5) (1.3) (750.4) (288.3) (481.2) 19.1 Operating result incl. income from equity part. and writedown/revaluations (61.7) (27.1) (32.8) (1.9) (171.6) (96.4) (94.0) 18.7 Writedown/Revaluations (31.4) (16.4) (14.2) (0.8) (135.8) (65.9) (68.5) (1.4) Operating result incl. income from equity part. before writedown/revaluations interest income from shareholders loans (30.4) (10.8) (18.6) (1.1) (35.8) (30.4) (25.6) Operating result incl. income from equity part. and Shareholders loans (4.9) (3.3) (2.8) 1.2 (11.6) (18.8) (14.5)

62 Consolidated income statement 100% - December 2009 /mln Total Real Estate Dec.2009 Total Italy Yielding Italy Trading & SOHO Development Total Germany Yielding commercial Germany Yielding residential Development Total Poland Sales Rents capital gain sales fees other costs Capitalized Financial Charges Other Capitalized Costs EBITDA Depreciations Revaluations/Writedown EBIT Interest expenses/revenues bank loans Interest expenses/revenues SHL Derivatives PBT Income taxes Net Income 100% 1, (16.0) (10.7) (5.0) (5.5) (0.2) (477.4) (273.9) (155.5) (30.5) (87.9) (1.9) (1.7) 0.0 (0.8) (0.9) (316.0) (45.2) 61.1 (71.2) (35.0) (59.1) (24.8) (522.6) (171.0) (109.8) (35.1) (26.1) (78.5) (20.6) (5.0) (7.2) (8.3) (28.0) (12.3) (12.1) (0.2) 0.0 (312.8) (27.8) (101.7) (59.2) (1.2) 0.7 (283.0) (24.9) (102.9) (58.5) (3.9) (1.0) (2.8) 0.0 (1.5) (185.2) (74.1) (80.5) (30.6) (18.3) (0.1) 0.0 (0.1) 0.0 (0.1) (268.9) (339.5) 74.6 (4.0) (2.0) (94.1) (345.2) (207.2) (131.3) (6.7) (6.3) (52.4) (35.2) (15.7) (1.5) (5.6) (15.8) (5.7) (10.1) (279.2) (342.2) (5.9) (11.6) (8.1) 0.1 (252.2) (295.5) (5.8) Operating result incl. income from equity part. and writedown/revaluations (61.7) (27.1) 33.6 (40.0) (20.6) (32.8) (44.2) (1.9) Writedown/Revaluations (31.4) (16.4) 23.8 (22.0) (18.2) (14.2) (45.2) 30.0 (2.6) (0.8) Operating result incl. income from equity part. before writedown/revaluations (30.4) (10.8) 9.8 (18.0) (2.4) (18.6) 1.0 (19.0) 3.1 (1.1) interest income from shareholders loans Operating result incl. income from equity part. and Shareholders loans (4.9) (3.3) 11.7 (15.4) 0.5 (2.8) 10.5 (12.7)

63 Consolidated income statement 100% - December 2008 /mln Total Italy Total Real Italy Trading & Estate Yeilding Development SOHO Non strategic Total Germany Yeilding commercial Germany Yielding residential Development Poland Sales Rents capital gain sales fees other costs Capitalized Financial Charges Other Capitalized Costs EBITDA Depreciations Revaluations/Writedown EBIT Interest expenses/revenues bank loans Interest expenses/revenues SHL Derivatives PBT Income taxes Net Income 100% (*) (11.5) (8.2) (3.7) (3.1) (1.4) 0.0 (1.5) (0.2) (1.3) (0.1) (1.8) (415.4) (213.5) (116.4) (40.3) (83.3) 26.5 (161.6) (16.4) (117.7) (27.5) (40.3) (0.9) (50.5) (49.3) 0.0 (0.5) 0.0 (48.8) (1.1) 0.0 (1.1) 0.0 (0.1) (598.6) (198.6) (78.1) (74.6) (35.9) (10.0) (396.4) (316.8) (79.6) 0.0 (3.5) (55.2) (39.1) (16.1) (19.4) (142.0) (187.5) (525.9) (262.9) (155.4) (53.3) (36.1) (18.1) (256.7) (113.1) (136.3) (7.4) (6.2) (83.6) (40.7) (7.1) (22.8) (10.8) 0.0 (36.8) (13.3) (23.5) 0.0 (6.1) (58.2) (26.1) (20.2) (1.6) (4.3) 0.0 (31.2) (18.7) (12.6) 0.0 (0.9) (722.9) (276.7) (55.0) (116.9) (67.3) (37.5) (466.7) (332.5) (142.7) (27.5) (11.6) (1.4) (6.9) (3.4) 0.1 (14.5) (9.0) (5.5) 0.0 (1.3) (750.4) (288.3) (56.4) (123.8) (70.7) (37.4) (481.2) (341.5) (148.2) Operating result incl. Income from equity part. and writedown/revaluation (171.6) (96.4) (19.6) (40.7) (29.1) (6.9) (94.0) (43.0) (53.1) Writedown/Revaluation Operating result incl. Income from equity part. before writedown/revaluation (135.8) (65.9) (22.4) (27.1) (15.5) (1.0) (68.5) (38.8) (29.7) 0.0 (1.4) (35.8) (30.4) 2.8 (13.6) (13.7) (5.9) (25.6) (4.2) (23.4) interest income from shareholders loans Operating result incl. income from equity part. and Shareholders loans (11.6) (18.8) 5.9 (9.3) (9.6) (5.9) (14.5) (0.5) (16.0) (*) 2008 figure don t include the sale of REOCO (NPLs) for approx. 4 /mln 63

64 Consolidated Balance Sheet /mln As of March 2010 As of December 2009 As of March Fixed assets of which participations of which goodwill Net working capital 3 Net invested capital 4 Net equity of which Group net equity 5 Funds 6 Net financial position of which Shareholders' loan 7 Total sources NFP excl. Shareholders' loan NIC excluding shareholders' loan Gearing (403.3) , (404.4) (589.1) , ,

65 Consolidated Net Cash Flow /mln 1Q 10 1Q 09 Ebit 3.8 (2.2) Depreciation Change in investments (4.8) (8.3) Change in other fixed assets Change in NWC, funds and other (12.6) (4.4) Free cash flow (12.2) (13.1) Restructuring costs (4.3) (6.8) Interest income /expenses and taxes Cash flow before dividends (14.0) (19.8) Dividend paid 0.0 Net cash flow (14.0) (19.8) Total net cash flow (14.0) (19.8) 65

66 Real Estate Writedowns and Revaluations (FY 2009) P&L Impact ( /mln) Italy Revaluations Total Revaluations Regione Sicilia Fund Trophy assets Fund R&E (16.5) 67.4 (52.3) Various investment Writedowns (31.4) Germany and Poland Small Deal 6.6 Revaluations 1) DGAG 25.7 Writedowns (14.9) (46.6) Highstreet for (40.8) Writedowns 1) Includes -0.2 /mln related to Baubecon Investment as the difference between revaluations and writedowns (IAS 40/IAS2) 66

67 Participated Real Estate Assets under Management 100% (FY 2009) /mln Commercial Core Italy Quota PRE Passing Rent Passing Yield 90, % Vacancy Book Value Market Value Net Debt 10.2% 1,620, ,745,250 1,092,581.6 Fondo TECLA Fondo Cloe FONDO RETAIL & ENTERTAINMENT 44.8% 18.1% 31.6% 38, , , % 6.7% 4.7% 9.4% 10.7% 13.1% 708, , , , , , , , ,394.1 Commercial Yieding Italy 171, % 6.7% 2,452, ,572,163 1,215,297.8 Fondo FIRPS TIGLIO 1 Fondo Raissa Fondo Olinda Dolcetto Tre S.r.l. PROGETTO PERUGIAsrl Fondo Armilla FONDO SPAZIO INDUSTRIALE FONDO HOSPITALITY & LEASURE ITALIA TURISMO S.p.a. 22.0% 12.9% 35.0% 11.3% 33.0% 100.0% 2.3% 22.1% 35.0% 16.3% 21, , , , , , , , , , % 7.4% 6.8% 6.8% 10.4% 4.8% 7.5% 7.2% 8.3% 5.4% 37.3% 3.1% 1.7% 2.8% 298, , , , , , , , , , , , , ,160 19,930 33, , , , , , , , , , , , , ,452.2 TOTAL Italy 261, % 7.4% 4,073, ,317,413 2,307,879.4 Commercial Germany 277, % 1.1% 4,039, ,099,275 3,474,364.3 Mistral Properties Highstreet 35.0% 12.1% 6, , % 6.9% 11.5% 0.8% 104, ,934, ,910 3,992,365 60, ,414,178.9 Residential Yielding Germany 186, % 4.7% 2,741, ,784,114 2,186,245.4 DGAG - Residential+Special Properties BIB Small Deal 40.0% 40.0% 49.9% 66, , , % 6.6% 6.5% 2.4% 4.9% 5.0% 908, ,547, , ,058 1,566, , , ,322, ,228.4 TOTAL Germany 464, % 3.2% 6,780, ,883,389 5,660,609.7 TOTAL YIELDING PORTFOLIO 726, % 4.7% 10,853, ,200,802 7,968,489.2 Residential Small Office House Office ITA 16,659.8 n.m. n.m. 864, ,006, ,335.7 Development ITA 2,401.0 n.m. n.m. 1,323, ,429, ,634.3 Development Germany 6,751.0 n.m. n.m. 140, ,740 87,007.7 Development Poland n.m. n.m. 148, ,557 68,922.5 OTHER PORTFOLIO 26, ,477, ,778,289 1,685,900.2 GRAND TOTAL REAL ESTATE 752, ,331, ,979,090 9,654, ) Vacancy calculated on units 67

68 Pro-quota Real Estate Assets under Management (FY 2009) /mln Commercial Core Italy Quota PRE Passing Rent Pro-quota 29,699.2 Passing Yield 5.4% Vacancy 9.9% Book Value Pro-quota 545,947.3 Market Value Pro-quota 571,272.5 Net Debt Pro-quota 380,221.5 Fondo TECLA Fondo Cloe FONDO RETAIL & ENTERTAINMENT 44.8% 18.1% 31.6% 17, , , % 6.7% 4.7% 9.4% 10.7% 13.1% 317, , , , , , , , ,066.0 Commercial Yieding Italy 34, % 4.5% 496, , ,921.6 Fondo FIRPS TIGLIO 1 Fondo Raissa Fondo Olinda Dolcetto Tre S.r.l. PROGETTO PERUGIAsrl Fondo Armilla FONDO SPAZIO INDUSTRIALE FONDO HOSPITALITY & LEASURE ITALIA TURISMO S.p.a. 22.0% 12.9% 35.0% 11.3% 33.0% 100.0% 2.3% 22.1% 35.0% 16.3% 4, , , , , , , , % 7.4% 6.8% 6.8% 10.4% 4.8% 7.5% 7.2% 8.3% 5.4% 37.3% 3.1% 1.7% 2.8% 65, , , , , , , , , , , , , , , , , , , , , , , , , , , , ,340.6 TOTAL Italy 63, % 6.0% 1,042, ,086, ,143.1 Commercial Germany 35, % 1.7% 520, , ,136.8 Mistral Properties Highstreet Residential Yielding Germany 35.0% 12.1% 2, , , % 6.9% 6.8% 11.5% 0.8% 4.7% 44, , ,117, , , , , ,889.6 DGAG - Residential+Special Properties BIB Small Deal 40.0% 40.0% 49.9% 26, , , % 6.6% 6.5% 2.4% 4.9% 5.0% 372, , , , , , , , ,282.8 TOTAL Germany 111, % 4.2% 1,638, ,663, ,332,026.4 TOTAL YIELDING PORTFOLIO 175, % 4.8% 2,681, ,749, ,959,169.5 Residential Small Office House Office ITA 5,634.9 n.m n.m 297, , ,466.5 Development ITA , , ,824.5 Development Germany 2, , , ,005.6 Development Poland , , ,620.4 OTHER PORTFOLIO 8, , , ,917.0 GRAND TOTAL REAL ESTATE 183, ,507, ,688, ,487, ) Vacancy calculated on units 68

69 Structural growth in Pirelli RE s recurring margin ( m) 2004A (c) 2005A 2006A 2007A 2008A 2011 Target Revenues Total recurring revenues Asset & Fund Mgmt Property Agency Credit servicing Facility (Germany & Poland) Promote / Success fees Other income (e) 1.6 Total revenues (*) 254 Total Costs (201.2) (192.3) (213.3) (244.8) (265.2) (204) Op. result service platform (a) (30.2) 50 Investment Results (b) (6.4) 60 Revaluation/devaluation 67.5 (135.8) Total core activity (172.4) 110 NFP (adjusted) Stable AuM Real Estate (market value) bn (d) Stable NPL (Book Value) bn Pro-quota NAV Real Estate Adj. bn (f) (a) Operating result from service platform includes recurring results from Asset & Fund Management, Property, Agency, Credit Servicing, Facility (Germany & Poland), Holding & others (b) Investment Results is the total of Operating Result from Investments and Interest from Shareholders Loans. In 2011 the expected interest on shareholders loans amounts to 10m (c) Italian GAAP (d) Includes DGAG portfolio valuation; signing in December 2006 / closing January 2007 (e) Includes 11.2m capital gain on German platform s minority disposal (f) Pro-quota NAV Real Estate Adjusted is calculated as Real Estate Market Value less net bank debt Note: Pro-forma results excluding Italian Facility Management platform sold in figures are presented before lay off expenses (*) Not including revenues from G&A 69

70 Pirelli RE shareholders structure Market capitalization as of 10 March 2010 approx. 380 /mln BEFORE CAP INCREASE AFTER CAP INCREASE Tresury shares 2.8% Retail 6.0% Institutional 30% Retail 12% Institutional 34.7% Pirelli & C SpA 56.5% Pirelli & C SpA 58% International institutional investors (Italy 40%, USA 30%, Switzerland 20%, UK 5%) Growing presence of investors with a long term approach Retail investors reached approx 12% of the free float 70