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ANNEX 10 AUDITING COMPANYS REPORT ON THE FINANCIAL STATEMENTS AND THE PRO-FORMA DATA

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Page 1: ANNEX 10 - fdr-cdn.s3.amazonaws.com · annex 10 auditing company’s report on the financial statements and the pro-forma data

ANNEX 10

AUDITING COMPANY’S REPORT ON THE FINANCIAL STATEMENTS AND THE PRO-FORMA

DATA

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EY S.p.A. Sede Legale: Via Po, 32 - 00198 Roma Capitale Sociale Euro 2.525.000,00 i.v. Iscritta alla S.O. del Registro delle Imprese presso la C.C.I.A.A. di Roma Codice fiscale e numero di iscrizione 00434000584 - numero R.E.A. 250904 P.IVA 00891231003 Iscritta al Registro Revisori Legali al n. 70945 Pubblicato sulla G.U. Suppl. 13 - IV Serie Speciale del 17/2/1998 Iscritta all’Albo Speciale delle società di revisione Consob al progressivo n. 2 delibera n.10831 del 16/7/1997 A member firm of Ernst & Young Global Limited

EY S.p.A. Via Meravigli, 12 20123 Milano

Tel: +39 02 722121 Fax: +39 02 722122037 ey.com

Independent auditors’ report on the examination of the pro-forma consolidated financial information (Translation from the original Italian text)

To the Board of Directors of Beni Stabili S.p.A. SIIQ

1. We examined the pro-forma consolidated statement of financial position, statement of profit and loss and statement of cash flow (the “Pro-Forma Consolidated Financial Information”) accompanied by the explanatory notes of Beni Stabili S.p.A. SIIQ (“Beni Stabili” and, together with its subsidiaries, the “Beni Stabili Group”) as of and for the year ended 31 December 2017.

Such Pro-Forma Consolidated Financial Information derive from the historical financial information related to:

- the consolidated financial statements of the Beni Stabili Group as of and for the year ended 31 December 2017, prepared in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”) (the “Consolidated Financial Statements 2017”),

- the consolidated financial statements of the Foncière des Régions Group as of and for the year ended 31 December 2017, prepared in accordance with IFRS (the “FdR Consolidated Financial Statements 2017”),

and from the pro-forma adjustments applied to such financial information and examined by us.

The Consolidated Financial Statements 2017 have been audited by us and we have issued our auditors’ report on 16 March 2018.

The FdR Consolidated Financial Statements 2017 have been audited by Ernst & Young et Autres and Mazars, that have issued their joint auditors’ report on 28 February 2018.

The Pro-Forma Consolidated Financial Information has been prepared on the basis of the assumptions described in the explanatory notes to retroactively reflect the effects of the merger

The European Commission’s regulation on Prospectuses n. 809/2004A, adopted by CONSOB in Italy under Regulation n. 11971, requires, for the preparation of the information memorandum (the “Information Document”) in connection with significant mergers, demergers, acquisitions or disposals by Italian listed companies that, when unaudited pro-forma financial information are presented, the Information Document contain “a report prepared by the independent auditors stating that in their opinion the unaudited pro-forma financial information has been properly compiled on the basis stated and that basis is consistent with the accounting policies of the Italian listed company”. CONSOB in Italy requires that the independent auditors’ report be prepared in accordance with CONSOB Rule n. DEM/1061609 of 9 August 2001. Accordingly, a report on the examination of the unaudited pro-forma financial information was issued by the independent auditors of Beni Stabili S.p.A. SIIQ, in connection with the preparation of the Information Document by Beni Stabili S.p.A. SIIQ pursuant to the Regulation adopted by CONSOB with Resolution no. 11971/99, as amended, for the for the merger by absorption of Beni Stabili S.p.A. SIIQ into Foncière des Régions S.A.. (the “Transaction”), for the sole purpose of the above mentioned Italian regulation. Such report forms part of the Information Document for the Transaction. The following is the English language translation of the original Italian independent auditors’ report on the examination of the unaudited consolidated pro-forma financial information of Beni Stabili S.p.A. SIIQ under the above mentioned Italian regulation, in connection with the Transaction, and cannot be used, in whole or in part,

for any other purposes.

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by absorption of Beni Stabili S.p.A. SIIQ into Foncière des Régions S.A., which will change its legal name into “Covivio S.A.” (the “Merger”).

2. The Pro-Forma Consolidated Financial Information, accompanied by the explanatory notes, have been prepared pursuant to Regulation adopted by CONSOB with Resolution no. 11971/99, as amended in application of Law Decree n. 58/98 concerning the regulations governing Italian listed companies.

The scope of the preparation of the Pro-Forma Consolidated Financial Information is to present, in accordance with valuation criteria consistent with the historical financial data and with the applicable regulations, the effects of the Merger on the consolidated economic and financial trend and on the consolidated statement of financial position of the Beni Stabili Group, as if such Merger virtually occurred on 31 December 2017 and, with respect to the economic and financial effects only, at the beginning of the year 2017. However, it should be noted that if the Merger had actually occurred on such dates, the results that are presented therein would not be necessarily obtained.

The Pro-Forma Consolidated Financial Information is the responsibility of Beni Stabili S.p.A.’s Directors. Our responsibility is to express an opinion on the reasonableness of the assumptions adopted by the Directors for the preparation of the Pro-Forma Consolidated Financial Information and on the utilization of a proper methodology in preparing such data. In addition, it is our responsibility to express an opinion on the proper application of the valuation criteria and of the accounting principles.

3. Our examination has been made in accordance with the criteria recommended by CONSOB in its Recommendation n. DEM/1061609 of 9 August 2001 for the examination of the pro-forma data applying the procedures we deemed necessary under the circumstances with respect to the engagement received.

4. In our opinion, the assumptions adopted by Beni Stabili S.p.A. for the preparation of the Pro-Forma Consolidated Financial Information as of and for the year ended 31 December 2017, accompanied by the explanatory notes, to retrospectively reflect the Merger, are reasonable and the methodology utilized for the preparation of the above mentioned financial information has been properly applied for the information purpose described above. Finally, we believe that the valuation criteria and the accounting principles have been properly applied for the preparation of the Pro-Forma Consolidated Financial Information.

Milan, 2 August 2018 EY S.p.A. Signed by: Alberto Romeo, partner This report has been translated into the English language solely for the convenience of international readers