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Page 1: Quarterly Report at 31 March 2013 - Gruppo Biancamano · Company data and Corporate Bodies 4 1. Company data and Corporate Bodies Company data BIANCAMANO S.p.A. Registered office:

Contents 2

www.gruppobiancamano.it

Quarterly Report

at 31 March 2013

www.gruppobiancamano.it

Page 2: Quarterly Report at 31 March 2013 - Gruppo Biancamano · Company data and Corporate Bodies 4 1. Company data and Corporate Bodies Company data BIANCAMANO S.p.A. Registered office:

Contents 3

CONTENTS 1. COMPANY DATA AND CORPORATE BODIES .............................................................................................. 4

COMPANY DATA ..................................................................................................................................................... 4

2. BREAKDOWN OF THE CORPORATE BODIES ............................................................................................. 4

3. MAIN CONSOLIDATED ECONOMIC, FINANCIAL, CORPORATE AND OPERATING FIGURES...... 6

4. INFORMATION FOR SHAREHOLDERS .......................................................................................................... 7

4.1 THE BIANCAMANO GROUP COMPANY STRUCTURE.......................................................................... 8 4.2 SIGNIFICANT EVENTS OF THE FIRST QUARTER 2013 ......................................................................... 8 4.3 BUSINESS CONTINUITY AND BUSINESS OUTLOOK ........................................................................... 8 4.4 INFORMATION ON ALTERNATIVE PERFORMANCE INDICATORS ................................................... 9

4.5 ECONOMIC PERFORMANCE AND FINANCIAL POSITION ................................................................ 10 4.4.1 ECONOMIC PERFORMANCE.................................................................................................................... 10

4.4.2 EQUITY POSITION ..................................................................................................................................... 12

4.4.3 FINANCIAL POSITION............................................................................................................................... 13

4.6 LEGAL ACTIONS, DISPUTES AND POTENTIAL ................................................................................... 16 4.7 SIGNIFICANT NON-RECURRING, ATYPICAL AND/OR UNUSUAL TRANSACTIONS ................... 17 4.8 TREASURY SHARES .................................................................................................................................. 17

4.9 SIGNIFICANT EVENTS OCCURRED AFTER 31 MARCH 2013 ............................................................ 17 4.10 ADDITIONAL INFORMATION REQUESTED BY CONSOB .................................................................. 19

5 CONSOLIDATED FINANCIAL STATEMENTS AT 31 MARCH 2013 ........................................................ 22

5.1 CONSOLIDATED STATEMENT OF FINANCIAL POSITION ................................................................ 22 5.2 CONSOLIDATED INCOME STATEMENT ............................................................................................... 23 5.3 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ....................................................... 24

5.4 STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY ............................................................... 25 5.5 CASH FLOW STATEMENT ........................................................................................................................ 26

6 BIANCAMANO S.P.A. FINANCIAL STATEMENTS AT 31 MARCH 2013 ................................................ 27

6.1 CONSOLIDATED STATEMENT OF FINANCIAL POSITION ................................................................ 27 6.2 INCOME STATEMENT ............................................................................................................................... 28

6.3 STATEMENT OF COMPREHENSIVE INCOME ...................................................................................... 29 6.4 STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY ............................................................... 30 6.5 CASH FLOW STATEMENT ........................................................................................................................ 31

Page 3: Quarterly Report at 31 March 2013 - Gruppo Biancamano · Company data and Corporate Bodies 4 1. Company data and Corporate Bodies Company data BIANCAMANO S.p.A. Registered office:

Company data and Corporate Bodies 4

1. Company data and Corporate Bodies Company data

BIANCAMANO S.p.A. Registered office: Rozzano (Milan), Milanofiori, Strada 4, Palazzo Q6 Share capital: 1,700,000 euro fully paid in Registered in the Milan Register of Companies under no. 01362020081 Tax code and VAT no. 01362020081 Website: www.gruppobiancamano.it

2. Breakdown of the corporate bodies Board of Directors in office until approval of the financial statements closed on 31 December 2014

Mr. Giovanni Battista Pizzimbone Chairman and CEO born on 04.05.1966 in Savona (SV) Mr. Pierpaolo Pizzimbone Vice Chairman born on 04.03.1969 in Savona (SV) Mr. Massimo Delbecchi CEO born on 09.10.1963 in Imperia (IM) Mr. Giovanni Maria Conti Director born on 04.10.1964 in Milan (MI) Mr. Enrico Maria Bignami Independent Director born on 07.05.1957 in Milan (MI) Ms. Maria Luisa Mosconi Independent Director born on 18.05.1962 in Varese co-opted on 11.03.2013 Mr. Luigi Reale Independent Director born on 01.07.1955 in Siracusa (SR)

Board of Statutory Auditors in office until approval of the company financial statements closed on 31 December 2014

Mr. Roberto Mazzei Chairman born on 16.08.1962 in Lamezia Terme (CZ) Mr. Gianfranco Gabriel Statutory Auditor born on 17.10.1949 in Imperia (IM) Mr. Mario Signani Statutory Auditor born on 24.09.1953 in La Spezia (SP) Mr. Paolo Salvaderi Alternate Auditor born on 15.10.1963 in Milan (MI) Ms. Sara Anita Speranza Alternate Auditor born on 12.01.1972 in Luino (VA)

Manager responsible for the preparation of corporat e accounting documents

Ms. Alessandra De Andreis born on 07.02.1969 in Albenga (SV)

Control and Risks Committee and Related Parties Com mittee in office until approval of the financial statements closed on 31 December 2014

Mr. Luigi Reale born on 01.07.1955 in Siracusa (SR) Mr. Giovanni Maria Conti

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Company data and Corporate Bodies 5

born on 04.10.1964 in Milan (MI) Ms. Maria Luisa Mosconi born on 18.05.1962 in Varese

Remuneration Committee and Appointments Committee in office until approval of the financial statements closed on 31 December 2014

Mr. Giovanni Maria Conti born on 04.10.1964 in Milan (MI) Mr. Luigi Reale born on 01.07.1955 in Siracusa (SR) Ms. Maria Luisa Mosconi born on 18.05.1962 in Varese co-opted on 11.03.2013

Supervisory Board in office until approval of the financial statements closed on 31 December 2014

Mr. Alberto Bernardinello Chairman born on 23.05.1969 in Alassio (IM) Mr. Luigi Bricocoli born on 08.01.1964 in Foggia (FG) Mr. Marco Roncalli born on 30.03.1971 in Romano di Lombardia (BG) Mr. Nicola Corsico Piccolino born on 10.09.1982 in Ravenna (RA)

Investor Relator

Ms. Chiara Locati born on 14.04.1972 in Milan (MI)

Lead Independent Director

Mr. Luigi Reale

born on 01.07.1955 in Siracusa (SR) Ethics Committee in office until annulment or resignation

Mr. Lorenzo Reali Chairman born on 05.05.1935 in Bettona (PG) Ms. Maria Fernanda Stagno D’Alcontres born on 19.12.1963 in Messina (ME) Fr. Davide Maria Emilio Cito born on 29.10.1956 in Milan (MI)

Independent Auditing Firm the confirmed audit assignment is for the period 2006-2014

Mazars S.p.A. Corso di Porta Vigentina 35

Milan

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3. Main consolidated economic, financial, corporate and operating

figures

Economic figures Values expressed in thousands of euro

31/03/2013 31/03/2012

Total revenues 51,887 62,079 EBITDA 6,518 7,545 EBIT 2,580 3,736 Profit before tax (8) 1,003 Result from operating activities (896) 504 Income from asset disposals - - Net Result (896) 504

Financial figures 31/03/2013 31/12/2012

31/03/2012

Shareholders’ Equity 29,971 30,868 43,767 Investments - 21,180 9,114 Working capital 38,339 34,815 24,541 Invested capital 187,666 186,802 181,652 Net Financial Position 157,694 155,934 137,877

Operating figure s 31/03/2013 31/12/2012 31/03/2012

Number of employees 3,088 3,283 3,734 Number of operating units 78 76 85 Number of vehicles 3,281 3,260 3,389

Corporate Figures – Biancamano S.p.A. 31/03/2013 31/12/2012 31/03/2012 Share Capital (euro) 1,700,000 1,700,000 1,700,000 Number of ordinary shares 34,000,000 34,000.00 34,000,00

Number of treasury shares (held directly and indirectly) 1,300,311 1,300,311 1,300,311

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4. Information for Shareholders The macroeconomic and international financial scenario and the worsening payment delays by Public Administrations also negatively influenced the performance of the Biancamano share in the first quarter of 2013. In fact, in the first three months of the year share prices decreased by 16%, arriving at 0.54 euro per share.

Analyst Coverage The security is currently traded by 6 primary brokers: Mediobanca, Banca Imi, Intermonte, Integrae, Centrobanca, and Axia. The average target price is 1.0 euro per share; the graph below shows the breakdown of the ratings assigned by the different analysts (figures as at 06 May 2013).

Ownership structure The ordinary shareholders with an investment of over 2% at 31 March 2013 are:

Shareholder % held

Biancamano Luxembourg Sa 50.294%

Giuseppe Brivio 2.029%

Treasury shares (*) 3.824%

Other Shareholders 43.853%

* 2.939% is an indirect holding through the subsidiary Ponticelli S.r.l. ** 0.885% is held directly by Biancamano S.p.A.

Lastly, note that Biancamano Luxembourg S.A. does not exercise management and control over Biancamano S.p.A.

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4.1 The Biancamano Group company structure On the reporting date, the Group’s company structure is the same as it was at 31 December 2012. Please note that the merger by incorporation of Ponticelli S.r.l. into the associate Aimeri Ambiente S.r.l., a wholly owned subsidiary of the Issuer Biancamano S.p.A., approved by the respective shareholders’ meetings on 12 November 2012, became effective at 11:59 p.m. on 31 December 2012. As a result, the ownership structure has changed compared to 31 March 2012, and is shown below:

4.2 Significant events of the first quarter 2013 On 24 January 2013 , after the launch (4 October 2012) of the workforce reduction procedure, an agreement was signed with the trade union organisations at the Ministry of Labour, the result of an effective and responsible joint effort, which made it possible to protect levels of employment while also ensuring that the Company would in any case substantially obtain the expected economic benefit. On 26 March 2013 , the Biancamano S.p.A. Board of Directors approved the business plan for the 2013-2016 period (the “Plan”). Please see paragraph 4.3, Business continuity and business outlook, for details.

4.3 Business continuity and business outlook In the current recessive environment which has impacted the Public Administration segment, in the first quarter of 2013 the Group has continued to suffer from the financial tensions that developed in 2011/2012 and which have extended through the first three months of 2013. In particular, the delay in the finalisation of the financial manoeuvre to "maintain" the public accounts, an emergency that the government must face, deferred the corrections to be made to the Law Decree concerning the unblocking of public debt, approved in April. The following are under discussion: (i) the inclusion of peremptory terms for Public Administrations for the balance of their payables; (ii) the introduction of restrictions on allocations to ensure that transfers of resources between levels of the government turn into liquidity for businesses in the end; (iii) procedures to simplify the certification of receivables; (iv) relaxing the internal stability pact in order to free up payments by local authorities; (v) raising the threshold for offsetting tax receivables and payables; (vi) the Cassa Depositi e Prestiti registry relative to the transfer of part of company receivables; (vii) application of the TARES (Waste and services tax) to replace the TARSU, which should make it possible for the Public Administration to settle some of the payables accrued and due to waste management service companies, as a result of the higher collections expected. In the first quarter of 2013, although the Biancamano Group is fully affected by the scenario described above and conditioned by delayed collections of receivables with resulting effects on the fulfilment of its own obligations (salaries, trade, tax and social security payables), it in any case adopted all measures

100%

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needed to ensure that regular operations are not compromised. To limit the effects of financial stress pending the approval of the recovery plan with the banks, over this quarter there was greater commercial focus on contracts/tenders which are more reliable in terms of payments and have limited investment requirements, resulting in a decrease in revenues and a slight improvement in cash flows compared to 31 December 2012, due to the turnover in receivables and the use of credit facilities without and with recourse. At 31 March 2013, total revenues amounted to 51,886 thousand euro, down compared to the first quarter of last year when they stood at 62,079 thousand euro, and existing contracts, the fruit of intense strategic activity and the cost control policy implemented by the Group in response to even worse market conditions, were redefined, so the directors deem that Group objectives for the year under way included in the 2013-2016 business plan can be reasonably achieved. In April and May, meetings and negotiations continued between the Company - supported and represented by the financial advisor Leonardo & Co. S.p.A. and the law offices of Bonelli, Erede and Pappalardo, represented by Mr. Marco Arato - and the financial institutions, supported by their lawyer Mr. Stefano Ambrosini, in order to continue jointly analysing the originally proposed financial recovery manoeuvre. At the same time, Mr. Francesco Perrini, the professional hired to certify the business plan pursuant to art. 67, third subsection letter d) of the Bankruptcy Law, continued his preliminary examination of the plan. During these meetings various technical and legal procedures, also based on the specific nature of the sector in which the Group operates, were discussed and assessed for setting up the debt restructuring transaction, by analysing the alternative risks and benefits in order to ensure, in the interests of all stakeholders: (i) the compatibility of transaction implementation timing with the Group’s short-term financial requirements; (ii) the maintenance of the Group’s trading capacity and the legal possibility of being awarded new contracts or maintaining existing contracts. During the meetings held on 3 and 8 May, the technical and legal aspects of the transaction were further jointly analysed and debated with a particular focus on the with-recourse transfer of a package of certified receivables due from the Public Administration. At the end of these recent meetings, the financial institutions expressed a positive orientation towards the technical and legal procedures for the debt restructuring transaction based on the plans certified pursuant to art. 67, third subsection letter d) of the Bankruptcy Law. With respect to what was highlighted in the Annual Financial Statements at 31 December 2012, some parts of the financial recovery manoeuvre still must be defined, including: (i) the extent of new funding, also based on past-due payables due to leasing companies; (ii) criteria for allocating new funding to the Banks; (iii) the quantification of the maximum amounts of credit lines with and without recourse for advances on invoices, which should be granted to the Group during the debt restructuring operation. Considering the results achieved at 31 March 2013, in line with business plan forecasts, acknowledging the banking system’s positive opinion of the financial manoeuvre and given the advanced stage of negotiations with the financial institutions, the Directors deem that the actions implemented and under way make it possible for the Company and the Group to operate as a going concern, fulfilling the conditions to complete the economic and financial rebalancing procedure described in a reasonably brief period of time. As things currently stand, there are no elements that could compromise its success, and therefore they have prepared the interim financial statements closed on 31 March 2013 assuming business continuity.

4.4 Information on alternative performance indicators In addition to traditional IFRS indicators, this report at 31 March 2013 presents a number of alternative performance indicators to offer an improved assessment of the economic, equity and financial position. As their measurement is not regulated by the reference accounting standards, the calculation method applied by the Group may not be identical to that adopted by others and therefore these indicators may not be comparable. However, the indicators should not be considered as replacements for the traditional IFRS indicators.

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The alternative performance indicators used are illustrated as follows: • EBITDA (Gross Operating Result): means the profit of the year, gross of the amortisation of

tangible and intangible fixed assets, provisions, write-downs and losses on receivables, financial charges and income, the result of associated companies and income taxes.

• EBIT (Net Operating Profit): profit for the year gross of financial income and charges, the group share of the results of associates and income tax.

• Net Financial Position: means the current and non current financial debt minus the cash and cash equivalents and the financial assets.

• Overheads margin: the difference between shareholders’ equity plus non-current liabilities and non-current assets.

• Debt-Equity Ratio: the ratio between the Net Financial Position and consolidated shareholders’ equity.

• Net Working Capital: current assets net of cash, cash equivalents and financial assets, less non-financial current liabilities.

• Net Invested Capital: the algebraic sum of net fixed assets and net working capital, funds not previously taken into account, deferred tax liabilities and deferred tax assets.

4.5 Economic performance and financial position

4.4.1 Economic performance The main consolidated economic figures, therefore net of infragroup effects, can be summarised as illustrated in the following tables.

Economic figures Values expressed in thousands of euro

31/03/13 % 31/03/2012 %

Total revenues 51,887 100.0% 62,079 100.0%

EBITDA 6,518 12.6% 7,545 12.2%

EBIT 2,580 5.0% 3,736 6.0%

Result for the period (8) 0.0% 1,003 1.6%

Result from operating activities (896) (1.7%) 504 1.6%

Income from asset disposals - 0.0% - 0.0%

Net Result (896) (1.7%) 504 0.8%

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Economic figures Values expressed in thousands of euro

31/03/13 % 31/03/2012 %

Total revenues 51,887 100.0% 62,079 100.0%

Changes in inventories - 0.0% (9) (0.0%)

Costs for production supplies (4,540) (8.7%) (6,661) (10.7%)

Service costs (7,951) (15.3%) (12,615) (20.3%) Costs for the use of third-party assets (1,164) (2.2%) (1,213) (2.0%)

Personnel expense (29,170) (56.2%) (33,222) (53.5%)

Other operating (expense) income (922) (1.8%) (304) (0.5%)

Other (expense) income (1,622) (3.1%) (510) (0.8%)

EBITDA 6,518 12.6% 7,545 12.2%

Total revenues at 31 March 2013 totalled 51,887 thousand euro and are down compared to last year (62,079 thousand euro) as a result of strategic and corrective actions adopted by the Directors, highlighted in paragraph 4.3, aimed at adopting a selective trade policy with respect to more economically and financially profitable contracts. The 10,192 thousand euro decrease in revenues compared to 31 March 2012 made it possible to increase efficiency in the operating cost structure, with effects on the operating margin. In absolute value, EBITDA decreased from 7,545 thousand euro to 6,518 thousand euro, with a 12.6% percentage impact , a slight improvement compared to 12.2% at 31 March 2012, despite the negative effects: (i) of the increase in the impact of personnel expense caused by the renewal of the FISE-Assoambiente agreement; (ii) of other expense and income relating to the strategic redefinition of existing contracts and the resulting reconciliation entries. In absolute terms, EBIT reached 2,580 thousand euro, down 1,156 thousand euro on 2012. The percentage impact of EBIT on total revenues, at 5.0%, is down compared to 2011 (6%) due to the increase in the impact of depreciation, amortisation and provisions. The consolidated result before tax stood at (8) thousand euro with the impact on total revenues decreasing from 1.6% in 2012 to 0% in 2013. Profit before tax is down compared to last year, and reflects the performance of EBIT given the substantial stability in the impact of financial charges on revenues following the decrease in borrowings relative to advances on invoices compared to 31 March 2012. Financial charges totalling 2,600 thousand euro are mainly related to interest payable on current accounts and accounts receivable financing, and factoring commissions applied on transferred credits which, in the first three months of 2013, overall amounted to 20,151 thousand euro. The incidence of taxes on revenues (1.7%) increased compared to 2012 (0.8%) mainly as a result of the higher incidence of IRAP. As a result of all of the above, the net consolidated result stood at (896) thousand euro, down compared to 2012.

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4.4.2 Equity position

The main consolidated equity figures can be summarised as illustrated in the following table.

Equity figures Values expressed in thousands of euro

31/03/13 31/12/2012

Non-current assets 165,033 168,911

- of which net intangible assets 2,774 3,129

- of which net property, plant and equipment 142,793 146,215

Curr ent assets 206,668 197,195

TOTAL ASSETS 371,700 366,106

Shareholders’ Equity 29,971 30,868

Medium/long-term liabilities 59,027 60,272

Current liabilities 282,702 274,966

TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 371,700 366,106

OVERHEADS MARGIN (76,034) (77,771)

Non-current assets Net fixed assets decreased overall by 3,777 thousand euro in absolute terms. This decrease is basically due to amortisation and depreciation for the period, considering that the Group did not make new investments, as set forth in forecasts. The change in other non-current assets is insignificant. Current assets Current assets increased by 9,473 thousand euro, largely due to the rise in trade receivables due from the Public Administration as a result of greater recourse to the instrument of transferring receivables with recourse, without derecognising the transferred receivable. Shareholders’ Equity Shareholders’ equity decreased from 30,868 thousand euro in 2012 to 29,971 thousand euro in 2013. Overheads margin The overheads margin improved from (77,771) thousand euro in 2012 to (76,034) thousand euro in 2013, due to the decrease of non-current assets (from 168,911 thousand euro to 165,033 thousand euro) in relation to total shareholders' equity and non-current liabilities.

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4.4.3 Financial position

The main consolidated financial figures can be summarised as illustrated in the following table.

Financial figures Values expressed in thousands of euro

31/03/13 31/12/12 31/03/2012

NET FINANCIAL POSITION (157,694) (155,934) (137,877)

NET WORKING CAPITAL 38,339 34,816 24,541

NET INVESTED CAPITAL 187,666 186,802 181,652

DEBT-EQUITY ratio 5,26 5.05 3.15

CASH FLOW FIGURES

Cash flow generated (absorbed) from operating activities (1,970) (9,264) 1,067

Cash flow generated (absorbed) from investment activities 214 (16,614) (8,924)

Cash flow generated (absorbed) from financial activities 2,184 16,830 2,848

TOTAL CASH FLOW 428 (9,048) (5,008)

Net Financial Position

The following table illustrates the breakdown of the net financial position at the closing date of each period.

Consolidated Net Financial Position 31/03/13 31/12/12 31/03/12 Biancamano S.p.A. 31/03/13

A Cash 292 294 286 -

B Cash equivalents 931 503 4,551 4

C Securities held for trading - - - -

D Cash and cash equivalents (A) + (B) + (C) 1,223 797 4,837 4

E Current loans - 1,249 4,885 10,822

F Current bank payables (44,526) (45,224) (56,255) (1,195)

G Current portion of non-current borrowings (17,211) (19,064) (9,452) -

H Other current loans payable (53,862) (50,348) (17,279) (157) I Curre nt loans payable (F) + (G) + (H) (115,598) (114,636) (82,986) (1,352)

J Net current financial position (E) + (I) (114,376) (112,590) (73,263) 9,474

K Non-current bank payables (4,396) (4,396) (14,892) -

L Bonds issued - - - -

M Other non-current payables (38,922) (38,949) (49,722) (855)

N Non-current financial position (K) + (L) + (M) (43,318) (43,344) (64,614) (855)

O Net Financial Position (J) + (N) (157,694) (155,934) (137,877) 8,619

At 31 March 2013, the net financial position of (157,694) thousand euro increased on the figure at 31 December 2012 by 1,760 thousand euro. The change in net borrowings compared to 31 December 2012 is attributable to the free cash flow which was negative by 1,757 thousand euro, largely generated by the combined effect of the following factors:

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- cash flows absorbed by operating activities of 1,970 thousand euro (this figure was also impacted by the negative effect of the 15,349 thousand euro increase in amounts due from customers, as a result of delayed payments by the Public Administration);

- cash flows generated by the decrease in non-current assets for 214 thousand euro. As shown in the table below:

Values expressed in thousands of euro 31/03/13 % weighting

Cash, cash equivalents and securities 1,223 (0.8%) Current loans - 0.0% Due to bank current accounts (10,129) 6.4% Advances on invoices (34,397) 21.8% Mortgages and loans due within 12 months (17,211) 10.9% Due on leases within 12 months (24,454) 15.5% Other current loans payable (29,407) 19% Total current net financial position (114,375) 72.5% Mortgages and loans due after 12 months (4,396) 2.8% Due on leases after 12 months (38,922) 24.7% Total non -current financial position (43,318) 27.5% Net Financial Position (157,694) 100.0%

The structure of the Group’s NFP is characterised by a significant use of financial leasing and advance invoicing (so-called self-liquidating lines of credit). As at 31 March 2013, the current net financial position, in accordance with IAS 1 paragraph 74, includes the reclassification from long- to short-term of the amount due to BNL for the acquisition financing disbursed in 2009, as a result of the failure to comply with financial covenants as of the closing date of last year. On the reporting date, this issue is covered by the recovery transaction under way which involves BNL and the entire reference credit system.

Net working capital

The following table illustrates developments in consolidated net working capital for each period.

Net Working Capital Values expressed in thousands of euro

31/03/13 31/12/12

Inventories 1,242 1,242

Trade receivables 194,157 178,658

Other current assets 6,447 10,049

Tax receivables 3,597 5,197

Current Assets 205,442 195,146

Trade payables (80,857) (81,599)

Tax payables (51,745) (45,535)

Other current loans and liabilities (34,502) (33,197)

Current liabilities (167,103) (160,330)

Net Working Capital 38,339 34,816

Consolidated net working capital rose from 34,816 thousand euro in 2012 to 38,339 thousand euro in the first three months of 2013, up 3,523 thousand euro in absolute value, largely due to: (i) the increase in trade receivables (up 15,499 thousand euro) as the combined result of greater recourse to the instrument of transferring receivables with recourse, without derecognising the transferred receivable, and payment delays; (ii) the 3,602 thousand euro decrease in other current assets; (iii) the increase in current liabilities (up 6,445 thousand euro), mainly due to the increase in tax payables.

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On 31 March 2013, the Group had past-due receivables, mainly due from the Public Administration, as shown in the table below:

Values expressed in thousands of euro 31/03/2013

Trade receivables

194,157

Past due trade receivables 117,911

- Of which past due for over 9 months 51,346

Within the scope of its activities of credit management and obtaining financial resources in response to payment delays, the Group has transferred some of its trade receivables through factoring. In the quarter, the Group transferred a total of 20,151 thousand euro in receivables and at 31 March 2013 there were: - Receivables transferred without recourse, for which the transferred receivable was not

derecognised since these receivables exceeded the agreed limits therefore were not financed, for 7,262 thousand euro;

- Receivables transferred with recourse, for which the transferred receivable was not derecognised and the corresponding financial liability was reported, since the Group did not transfer insolvency risk to the transferee, for 27,601 thousand euro.

Please note that, partially due to the credit crisis and the concomitant macroeconomic financial situation, the Group had greater difficulty liquidating receivables than it has had in the past, as a result of a much more restrictive and selective approach taken by financial institutions in relation to public debtors and area companies with public shareholders, particularly in central and southern Italy. The table below shows the receivables transferred:

DISPOSALS 31/03/2013 31/03/2012

Disposal of receivables without recourse 14,760 45,110

Disposal of receivables with recourse 5,391 -

Total 20,151 45,110

Trade payables of 80,857 thousand euro are in line with the figure at 31 December 2012. On 31 March 2013, the Group had:

Values expressed in thousands of euro 31/03/2013

Trade payables

80,857

Past due trade payables 54,245

In the first quarter, the Group paid past-due amounts due to suppliers of 7,676 thousand euro.

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Net Invested Capital

Values expressed in thousands of euro 31/03/2013 31/12/2012 31/03/2012

Fixed assets 165,033 168,911 170,153

Intangible assets 12,449 12,804 14,863

Property, plant and equipment 142,793 146,215 147,726

Financial assets 4,958 5,183 5,667

Prepaid tax assets 4,832 4,709 1,897

Available -for -sale assets net of related li abilities - - -

Net capital from operating activities 114,542 98,301 69,684

Inventories 1,242 1,242 1,990

Trade receivables 194,157 178,658 138,393

Trade payables (-) (80,857) (81,599) (70,699)

Working capital from operating activiti es (76,200) (63,482) (45,140)

Other assets 10,047 15,249 12,772

Other liabilities (-) (86,246) (78,731) (57,912)

Invested capital less liabilities for the year 203,374 203,730 194,697

Employee -related provisions ( -) (5,666) (6,885) (6,888)

Provisions for risks and charges ( -) (2,849) (2,849) (1,891)

Deferred tax provisions ( -) (6,435) (6,435) (3,548)

Derivative instruments (759) (759) (718)

NET INVESTED CAPITAL 187,666 186,802 181,652

Funded by:

Shareholders’ Equity: 29,972 30,868 43,774

Net funding 157,694 155,934 137,877

TOTAL SOURCES OF FUNDING 187,666 186,802 181,652

Net invested capital stood at 187,666 thousand euro, in line with 186,802 thousand euro at 31 December 2012.

Cash flows

Group operating activities absorbed cash flows for Euro 1,970 thousand. Investment activities generated cash flows of 214 thousand euro due to the decrease in non-current assets. Lastly, cash flows generated by financial activities totalled 2,184 thousand euro.

4.6 Legal actions, disputes and potential The Group recognises a liability for disputes and legal cases when a financial outlay is deemed likely and when the amount of losses generated can be reasonably estimated. The subsidiary Aimeri Ambiente S.r.l. is a party in some legal actions and disputes in relation to the following past-due receivables:

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- 30,061 thousand euro regarding the Sicilian area company (ATO) Joniambiente S.p.A., with which a dispute is under way, which arose following Aimeri Ambiente’s initiation of the legal collection process on 10 February 2012. The Directors confirm what was noted in the annual report at 31 December 2012, so on the reporting date the uncertainties linked with the timing of the procedure under way with the A.T.O. Joniambiente S.p.A. could require possible changes in the future, which are not currently quantifiable, in the provisions currently allocated in the financial statements;

- 3,467 thousand euro regards the request sent to the Provincial Authority of Imperia for the reimbursement of higher costs incurred than those budgeted in the business plan originally submitted to the Province to define the disposal tariff regarding the 2008 expansion. The deadline of 30 April 2013 by which the technical Commission should have made a decision has been postponed to 31 August 2013 by means of a note sent to the Company by the Provincial Authority of Imperia, which indicates the need to complete the site operational phase in a technically exhaustive manner;

- as also confirmed at 31 December 2012, negotiations are still in progress concerning 3,763 thousand euro, relating to out-of-court disputes initiated by public authorities for past-due receivables basically relating to the fee review as set forth in reference Italian and EU regulations, for periodic and continuative supply agreements.

During the reporting period: (i) unchallenged penalties totalling 293 thousand euro were imposed for various inefficiencies and recorded as other operating costs; (ii) in the previous year, penalties for inefficiencies totalling 1,371 thousand euro were imposed, which were challenged and for which it is not deemed that there are currently potential risks which would make allocations to the provisions for risks necessary.

4.7 Significant non-recurring, atypical and/or unusual transactions In the first three months of 2013, the Group did not implement significant transactions qualifying as non-recurring, atypical and/or unusual under the terms of Consob Communication no. DEM/6064293 of 28 July 2006.

4.8 Treasury Shares At March 31th , 2012 Biancamano Group holds totally n. 1,300,311 treasury shares equal to 3.82% of the share capital, distributed as follows: n. 300,927 (0.88% of the share capital) owned by Issuer and n. 999,384 owned by the controlled company Aimeri Ambiente Srl. (2.94% of the share capital). In the reference quarter no sales transactions were carried out

4.9 Significant events occurred after 31 March 2013 Shareholders Meeting 29 April 2013. With respect to the first item on the agenda (Financial statements as at 31 December 2012, Report on operations, Statutory Auditors' Report and Report of the Independent Auditing Firm: related and resulting resolutions; presentation of the Biancamano Group consolidated financial statements as at 31.12.2012), considering that Consob, with the communication of 24 April 2013, asked the Company, pursuant art 114, subsection 5, of Legislative Decree n.58/1998, to integrate the Financial Annual Report as of 31 December 2012, and the Report of Board of Statutory Auditors drawn up pursuant art 153 of Legislative Decree 58/1998, supplying some additional information, resolved unanimously to postpone the Financial Annual Report as of 31 12 2012 approval to the Shareholders meeting of 13/14 May 2013 (first and second call). The abovementioned integrations of Annual Financial Report and of Board of Statutory Auditors’ Report has been published respectively on 10 May 2013 and on 06 May 2013.

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Shareholders’ Meeting unanimously appointed the following Directors until the end of the term of the current Board of Directors, so until the approval of the financial statements as at 31 December 2014: Maria Luisa Mosconi, already co-opted by the Board on 11 March 2013, and Enrico Maria Bignami who, following his resignation from the position of member and Chairman of the Board of Statutory Auditors effective as of today's Meeting, was directly proposed during the meeting as a candidate for the role of director, by the controlling shareholder Biancamano Luxembourg SA. The Meeting acknowledged that both Directors fulfil the requirements set forth by provisions in force for taking the position, as well as the independence requirements set forth in the Consolidated Law on Finance (art. 148, paragraph 3) and in the Self-imposed code of conduct (art. 3.C.1). Following the resignation of Enrico Maria Bignami, the Meeting unanimously appointed Roberto Mazzei as the new Chairman of the Board of Statutory Auditors until the end of the term of the current Board of Statutory Auditors, or until the meeting that will be called to approve the financial statements closing on 31 December 2014, as proposed directly during the meeting by the controlling shareholder Biancamano Luxembourg SA. Finally, the Meeting acknowledged that the newly elected Statutory Auditor satisfies the requirements set forth in provisions in force for taking the position.

Shareholders Meeting 13 May 2013. Shareholders' Meeting held on 13 May 2013, at the registered office, with respect to the first and only item on the agenda (Financial statements as at 31 December 2012, Report on operations, Statutory Auditors' Report and Report of the Independent Auditing Firm: related and resulting resolutions; presentation of the Biancamano Group consolidated financial statements as at 31.12.2012) unanimously resolved to (i) approve the Annual Financial Report as of December 31 2012 and the relating integration supplied to the public, pursuant Consob’s request, on May 10, 2013 (ii) cover the loss of 2,121,192 euro by using an equal amount from the distributable reserve. At the end of the Shareholders' Meeting, Vice Chairman Pier Paolo Pizzimbone presented the Biancamano Group's first corporate social responsibility report. The document, which collects and offers reporting on the Group's social effects and describes the activities and results over the last few years from the stock market listing until today, is available to the public at www.gruppobiancamano.it, in the Social Responsibility section. Following the appointment of Director Giovanni Maria Conti, already member of several internal Committees, as in charge Director of internal control system and of risks management, the Board of Directors has redefined internal Committees’ composition. The independent Director Enrico Maria Bignami has been appointed in place of Giovanni Maria Conti as new member of Control and Risks/ Related Parties Committee and of Remuneration / Appointment Committee. The Committees are therefore composed only of Independent Directors pursuant both Art.148, subsection 3, of Consolidated Law of Finance, and Art 3.C.1 of Self-imposed code of conduct.

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4.10 Additional information requested by Consob The additional quarterly information requested by Consob in its fax of 13 September 2012 is summarised below:

a) The net financial position of this Company and of its Group, with reporting of short-term components separate from medium/long-term components: please see paragraph 4.4.3 Financial position.

b) The Company’s and the Group’s past due payables, broken down by type (financial, trade, tax and social security) and any related resulting initiatives by Group creditors (requests, injunctions, supply interruptions, etc.):

Past-due payables due to third parties as at 31/03/2013 Classified by type Values expressed in thousands of euro

Total Financial

Statement

Biancamano Past due

Group Past due

Trade payables 80,857 1,085 54,245 Financial payables 158,917 54 13,449 Social Security payables 25,790 859 12,597 Tax payables 51,745 3,109 29,877

Total past -due payables due to third parties 317,309 5,107 110,168

In the first quarter, the Group paid amounts due to: (i) suppliers, past-due, for 7,676 thousand euro; (ii) retirement benefit plans for 10,621 thousand euro (of which 2,276 thousand euro past-due at 31 December 2012); (iii) employees for 13,901 thousand euro. Besides amounting to breach of contract, the Public Administration’s pathological payment delays, combined with uncertain collection times which in fact make accurate financial planning extremely complex, require companies operating in contexts similar to those of the Group to accrue significant costs, from both the economic and financial perspective, as well as from the point of view of legal disputes, which are their natural result. The inevitable consequence of the above was: (i) the initiation by some trade partners of actions before the court, aimed at collecting their receivables, for a total of approximately 31,411 thousand euro, including: 19,429 thousand euro which has already been settled, 6,444 thousand euro currently being settled and finally, 5,538 thousand euro which was challenged; (ii) the need to postpone the payment of amounts due to the tax authorities, relying on the institution of voluntary correction, or the regulatory provisions which permit payment extensions; (iii) the need to postpone the payment of amounts due to employees, INPS and the Previambiente complementary employee pension fund.

c) The transactions of this Company and of its Group with related parties: the table below shows the trade and financial transactions which occurred with related parties.

Biancamano S.p.A. Values expressed in thousands of euro

Trade Transactions

Trade receivables Trade payables Revenues Costs

Related parties

Immobiliare Riviera Srl - 18 - 1

Aimeri Ambiente S.r.l. 13,237 2,705 1,489 14

Total 13,237 2,722 1,489 15

The trade transactions which occurred with the following counterparties regard:

- Immobiliare Riviera S.r.l., a subsidiary of Biancamano Luxembourg SA, which in turn is the holding company of Biancamano S.p.A.: the transactions implemented regard the payment of lease fees. Such transactions are settled at arm’s length conditions, taking into account the

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characteristics of the goods and services provided. - Aimeri Ambiente S.r.l., subsidiary of Biancamano S.p.A.:

trade receivables of 13,237 thousand euro are mainly broken down as follows: i. Management fees receivable of 3,381 thousand euro; ii. Tax consolidation receivables of 3,299 thousand euro relative to 2011; iii. Dividends receivable, not yet paid to the parent company, of 6,218 thousand euro

(years thousand; trade payables of 2,705 thousand euro mainly including payables for tax consolidation due to the subsidiary Aimeri Ambiente S.r.l.

Financial Transactions

Biancamano S.p.A. Values expressed in thousands of euro

Financial Receivables

Financ ial Payables

Financial income

Financial charges

Related parties

Aimeri Ambiente S.r.l. 10,822 - 77 -

Total 10,822 - 77 -

The financial transactions regard to the interim financing account held with the Group treasury, on which interest matures at arm’s length conditions.

Biancamano Group Values expressed in thousands of euro

Trade receivables

Non-current receivables

Trade payables Sales Purchases

Related parties

Immobiliare Riviera Srl 164 1,839 458 - 136

Ambiente 33 s.c.a r.l. 322 - - - -

Manutencoop Formula Pomezia S.c.a r.l. 85 - 245 - -

Total 570 1,839 703 - 136

Professional fees

The Key Rules Company S.r.l. - - - - 1

Total - - - - 1

Total 570 1,839 703 - 137

The trade transactions which occurred with the following counterparties regard:

- Immobiliare Riviera S.r.l.: the transactions implemented regard the payment of lease fees. Such transactions are settled at arm’s length conditions, taking into account the characteristics of the goods and services provided.

- Ambiente 33 s.c.a r.l.: this is for container rentals to the company Ambiente 33 S.c.a r.l., 80% owned by Aimeri Ambiente, and currently inactive.

- Manutencoop Formula Pomezia S.c.a r.l.: the transactions refer to the transfer of administrative costs to the consortium Manutencoop Formula Pomezia S.c.a r.l., 50% owned by Aimeri Ambiente and currently inactive, established for the combined provision of municipal waste management services and complementary services assigned by the Pomezia Municipal Authority, which are currently carried out directly by Aimeri Ambiente S.r.l.

- Key Rules Company S.r.l., a company in which Enrico Maria Bignami, former Chairman of the Biancamano S.p.A. Board of Statutory Auditors and former Independent Director of Biancamano S.p.A., appointed by the Shareholders’ Meeting of 29 April 2013, holds an indirect investment. The Group signed a software license purchasing agreement with this company and a related

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contract for purchase of the software user licence for automation of the reporting system as envisaged in the Supervisory Authority's Model 231/01.

Non-current transactions with the related party Immobiliare Riviera S.r.l. refer to the 1,839 thousand euro payment of confirmation deposits for the preliminary sale agreement stipulated by Aimeri Ambiente and Immobiliare Riviera on 18 July 2011, for the purchase of a property located in Milan; this transaction should be completed by the end of 2013.

d) Any failure to respect covenants, negative pledges and any clause concerning the Group’s indebtedness, involving limits to the use of financial resources, with an updated report of the level of compliance with said clauses:

as of the reporting date, there is an existing medium/long-term loan contract granted by BNL in relation to the acquisition of the company Manutencoop Servizi Ambientali S.p.A., which requires compliance with some covenants. Those covenants are calculated half-yearly on each calculation date solely on the basis of consolidated annual and half-yearly reports approved and certified for the parent company, Biancamano S.p.A.. At 31 December 2012 the following covenants:

- Debt Cover Ratio : Net Borrowings/EBITDA - Gearing Ratio : Net Borrowings/Shareholders’ Equity - ICR: Net Financial Charges/EBITDA

were not respected. At the closing date of this report, the financial covenants set forth in the loan granted by BNL have not been respected so, in compliance with IAS 1 paragraph 74, the long-term debt has been reclassified as a current liability. This issue is covered by the recovery transaction under way which involves BNL and the entire reference credit system. As is customary in contracts of the same type, besides compliance with covenants, the possibility is set forth that when specific events occur (called Significant Events), the lending bank can terminate the contract or enforce the acceleration clause or withdraw from the contract. Other than failure to comply with the covenants, those significant events have not occurred to date.

e) The implementation status of the 2013-2016 economic/financial plan, indicating any variances

between actual and forecast data:

On 26 March 2013, the Biancamano SpA Board of Directors approved the 2013-2016 business plan (the “Plan”), prepared with the support of the financial advisor Leonardo & Co. Please see the paragraph 4.3 on Business continuity and business outlook for information on the status of Plan implementation and the financial aspects linked to meetings and negotiations with lenders. The consolidated results for the first quarter of 2013 are in line with Plan forecast data for the relevant period and reflect the operating margins improvement expected by the management.

Rozzano (MI), 14 May 2013

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BIANCAMANO GROUP CONSOLIDATED FINANCIAL STATEMENTS

5 Consolidated financial statements at 31 March 2013

5.1 Consolidated statement of financial position

Consolidated state ment of financial position Values expressed in thousands of euro

31/03/2013 of which Related parties

31/12/2012 of which Related parties

Non-current assets: Property, plant and equipment 142,793 - 146,215 - Goodwill 9,675 - 9,675 - Other intangible assets 2,774 - 3,129 - Investments 912 - 912 - Non-current financial assets 158 - 158 - Receivables and other non-current assets 3,888 1,839 4,113 1,839 Prepaid taxes 4,832 - 4,709 - Total non -current assets 165,033 1,839 168,911 - Curr ent assets: Inventories 1,242 - 1,242 - Trade receivables 194,157 570 178,658 570 Other current assets 6,447 - 10,049 - Tax receivables 3,597 - 5,197 - Current financial assets 3 - 1,252 - Cash and cash equivalents 1,223 - 797 - Total current as sets 206,668 570 197,195 570 Available -for -sale assets - - Total Assets 371,700 2,409 366,106 570 Shareholders’ Equity: Capital 1,700 - 1,700 - Revaluation reserve 899 - 899 - Other reserves 40,994 - 40,994 - Treasury shares (3,039) - (3,039) - Consolidation reserve 2,006 - 2,006 - Retained earnings (11,692) - (1,005) - Profit (loss) for the year (896) - (10,686) - Total Group Shareholders’ Equity 29,972 - 30,868 -

- - Shareholders’ Equity – minority interests - - - - Total Shareholders' Equity 29,972 - 30,868 - Non-current liabilities: Medium/long-term borrowings 43,318 - 43,344 - Long-term derivatives 759 - 759 - Provisions for risks and charges 2,849 - 2,849 - Employee benefits 5,666 - 6,885 - Deferred taxes 6,435 - 6,435 - Non-current financial liabilities - - - - Other non-current loans and liabilities - - - - Total non -current liabilities 59,027 - 60,272 - Current liabilities: Short-term borrowings 86,252 - 88,786 - Short-term derivatives - - - - Current financial liabilities 29,347 - 25,850 - Trade payables 80,857 703 81,599 557 Tax payables 51,745 - 45,535 - Other current loans and liabilities 34,502 - 33,197 - Total current liabilities 282,702 703 274,966 557 Liabilities linked to assets for disposal - - Total Shareholders' Equity and Liabilities 371,700 703 366,106 557

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5.2 Consolidated Income Statement

Consolidated Income Statement Values expressed in thousands of euro

31/03/2013 of which Related parties

% 31/03/2012 of which Related parties

%

Total revenues 51,887 - 100.0% 62,079 89 100.0%

Changes in inventories - - 0.0% (9) - (0.0%)

Costs for production supplies (4,540) - (8.7%) (6,661) - (10.7%)

Service costs (7,951) - (15.3%) (12,615) (86) (20.3%)

Costs for the use of third-party assets (1,164) (136) (2.2%) (1,213) (29) (2.0%)

Personnel expense (29,170) - (56.2%) (33,222) (400) (53.5%)

Other operating (expense) income (922) - (1.8%) (304) - (0.5%)

Other (expense) income (1,622) - (3.1%) (510) - (0.8%)

Total costs (45,368) (136) (86.8%) (54,533) (515) (87.8%)

Gross Operating Profit 6,518 (136) 12.6% 7,545 (425) 12.2%

Provisions and write-downs (150) - (0.3%) - - 0.0%

Amortisation/depreciation (3,788) - (7.3%) (3,810) - (6.1%)

Write-down of fixed assets - - 0.0% - - 0.0%

Net Operating Profit 2,580 (136) 5.0% 3,736 (425) 6.0%

Associates consolidated to equity - - 0.0% - - 0.0%

Financial charges (2,600) - (5.0%) (2,900) - (4.7%)

Financial income 12 - 0.0% 167 - 0.3%

Result for the Period (8) (136) 0.0% 1,003 (425) 1.6%

Taxes (888) - (1.7%) (499) - (0.8%)

Net result from operating activities (896) (136) (1.7%) 504 (425) 0.8%

Income from asset disposals or assets held for disposal

- - 0.0% - - 0.0%

Net result for the period (Group and Minority Inter ests) (896) (136) (1.7%) 504 (425) 0.8%

Pertaining to minority interests - - 0.0% 0.204 - 0.0%

Pertaining to the Group (896) (136) (1.7%) 504 (425) 0.8%

Earnings per share on the Group result (0,02), - (0.0%) 0.02 - 0.0%

Diluted earnings per share on the Group result (0,02), - (0.0%) 0.02 - 0.0%

Earnings per share from Group operating activities

(0,02), - (0.0%) 0.02 - 0.0%

Diluted earnings per share from Group operating activities

(0,03), - (0.0%) 0.02 - 0.0%

Earnings per share from Group asset disposals or assets held for disposal

- - 0.0% - - 0.0%

Diluted earnings per share from Group asset disposals - - 0.0% - - 0.0%

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Financial statements 24

or assets held for disposal

5.3 Consolidated Statement of Comprehensive Income

Statement of Comprehensive Income Values expressed in thousands of euro

31/03/2013 % 31/03/2012 %

Profit (loss) - (A) (896) (1.7%) 504 0.8%

changes in the revaluation reserve - - - -

effective portion of profit or loss on hedges (IAS 39) - - - -

Total other profit (loss), net of tax effects (B) - - - -

Total consolidated comprehensive income for the per iod (A) + (B) (896) (1.7%) 504 0.8%

pertaining to the Group (896) (1.7%) 504 0.8%

pertaining to minority interests - - 0.204 0.0%

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5.4 Statement of changes in shareholders’ equity

Group Shareholders’ Equity

Description

Values expressed in thousands of euro

Share capital

Revaluation

reserve

Other reserves Treasury shares

Consolidation

reserve

Retained earnings (losses)

Net result for the period

Group Shareholders’

Equity

Legal reserve

Distributable reserve

Other IFRS

reserves

Treasury shares reserve

Cash flow

hedge reserve

Merger surplus (deficit)

Share premium reserve

31 December 2012 1,700 898 1,362 7,784 (1,618) 3,039 (550) (67) 31,044 (3,039) 2,006 (1,006) (10,687) 30,867

Allocation of results - - - - - - - - - - - (10,687) 10,687 -

Other changes in shareholders' equity

- - - - - - - - - - - - - -

Result for the period - - - - - - - - - - - - (896) (896)

of which Profit (Loss) recognised directly to Shareholders’ Equity

- - - - - - - - - - - - - -

of which Profit (Loss) for the period - - - - - - - - - - - - (896) (896)

31 March 2013 1,700 898 1,362 7,784 (1,618) 3,039 (550) (67) 31,044 (3,039) 2,006 (11,693) (896) 29,972

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5.5 Cash Flow Statement Consolidated Cash Flow Statement Values expressed in thousands of euro

31/12/2012 Of which related parties

31/12/2012 Of which related parties

31/03/2012 Of which related parties

Net Group result for the period (896) (10,686) 504

Pertaining to minority interests - - -

Adjustments to items with no effect on cash and cash equivalents:

Depreciation/amortisation of property, plant, equipment and intangible assets 3,788 - 15,554 - 3,810 -

Write-downs on loans 150 2,680 -

Provisions for risks and charges - - 957 - - -

Employee Severance Indemnity for the year: 1,326 7,352 1,579

(Increase)/decrease in prepaid taxes (123) - (3,043) - (230) -

Increase/(decrease) in deferred taxes (0) - 1,330 - 82 -

Operating profit prior to changes in working capita l 4,245 - 14,144 - 5,744 -

(Increase)/decrease in inventories - - 757 - 9 -

(Increase)/decrease in current receivables (15,649) - (46,840) (260) (3,896) (17)

(Increase)/decrease in tax receivables 1,601 - (2,839) - (1,471) -

(Increase)/decrease in other current assets 3,602 - 933 - 2,042 -

Increase/(decrease) in current payables (742) 146 4,251 (127) (6,649) (18)

Increase/(decrease) in tax payables 6,210 - 17,481 - 5,253 -

Increase/(decrease) in other current liabilities 1,305 - 9,560 - 968 -

Increase/(decrease) in employee benefits (2,542) - (6,709) - (932) -

Cash flow generated from operating activities (1,970) 146 (9,264) (387) 1,067 (35)

INVESTMENT ACTIVITIES

(Increase)/decrease in investments and non-current financial assets 0 - (18) - (1) -

(Increase)/decrease in intangible assets/property, plant and equipment (11) - (17,288) - (9,114) -

Net increase/(decrease) in long-term funds - - 1 - - -

(Increase)/decrease in other non-current assets 225 - 692 (1,839) 191 -

Increase/(decrease) in other non-current liabilities - - - - - -

(Increase)/decrease in available-for-sale assets - - -

Increase/(decrease) in liabilities linked to assets for disposal - - -

TOTAL 214 - (16,614) (1,839) (8,924) -

FINANCIAL ACTIVITIES

Increase/(decrease) in short-term bank payables (2,535) - (13,446) - (5,915) -

Increase/(decrease) in medium/long-term bank payables (26) - 2,912 - 8,228 -

Increase/(decrease) in long-term financial instruments - - 41 - - -

Increase/(decrease) in payables to other lenders - - - - - -

Increase/(decrease) in current financial liabilities 3,497 - 23,901 - 673 -

Increase/(decrease) in non-current financial liabilities - - - - - -

(Increase)/decrease in current financial assets 1,249 3,580 (56)

Other changes in shareholders' equity (1) - (152) - (82) -

Other changes in minority interest shareholders' equity - - (7) - - -

TOTAL 2,184 - 16,830 - 2,848 -

COMPREHENSIVE CASH FLOW 428 146 (9,048) (2,226) (5,008) (35)

CASH IN HAND AND BANKS - OPENING BALANCE 797 9,846 9,846

CASH IN HAND AND BANKS - CLOSING BALANCE 1,223 797 4,838

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Financial statements 27

BIANCAMANO S.p.A. FINANCIAL STATEMENTS

6 Biancamano S.p.A. financial statements at 31 March 2013

6.1 Consolidated statement of financial position

Statement of Financial Position Values expressed in thousands of euro

31/03/2013 of which related parties

31/12/2012 of which related parties

Non-current assets: Property, plant and equipment 2,901 - 2,927 - Goodwill - - - - Other intangible assets 106 - 119 - Investments 16,498 - 16,498 - Non-current financial assets 158 - 158 - Receivables and other non-current assets - - - - Prepaid taxes 2,721 - 2,598 - Total non -current assets 22,384 - 22,301 - Current assets: Inventories - - - - Trade receivables 3,720 3,715 2,398 2,398 Other current assets 9,676 9,516 9,654 9,516 Tax receivables 622 - 622 - Current financial assets 10,822 10,822 11,010 9,761 Cash and cash equivalents 5 - 8 - Total current assets 24,845 24,053 23,692 21,675 Available -for -sale assets - - Total Assets 47,229 24,053 45,993 21,675

Shareholders’ Equity: Capital 1,700 - 1,700 - Revaluation reserve - - - - Other reserves 35,163 - 35,163 - Treasury shares (616) - (616) - Retained earnings (2,127) - (6) - Profit (loss) for the year (324) - (2,121) - Total Shareholders' Equity 33,796 - 34,120 - Non-current liabilities: Medium/long-term borrowings 855 - 881 - Long-term derivatives - - - - Provisions for risks and charges - - - - Employee benefits 393 - 366 - Deferred taxes 85 - 85 - Non-current financial liabilities - - - - Other non-current loans and liabilities - - - - Total non -current liabilities 1,334 - 1,333 - Current liabilities: Short-term borrowings 1,352 - 1,292 - Short-term derivatives - - - - Current financial liabilities - - - - Trade payables 3,154 57 2,815 94 Tax payables 3,658 - 3,166 - Other current loans and liabilities 3,936 2,648 3,266 2,648 Total current liab ilities 12,100 2,705 10,539 2,742 Liabilities linked to assets for disposal - Total Shareholders' Equity and Liabilities 47,229 2,705 45,993 2,742

Page 27: Quarterly Report at 31 March 2013 - Gruppo Biancamano · Company data and Corporate Bodies 4 1. Company data and Corporate Bodies Company data BIANCAMANO S.p.A. Registered office:

Financial statements 28

6.2 Income Statement Income Statement Values expressed in thousands of euro

31/03/2013 % of which related parties

31/03/2012 % of which related parties

Total revenues 1,488 100.0% 1,488 1,496 100.0% 1,496

Changes in inventories - - - (4) (0.3%) -

Costs for production supplies - - - - - -

Service costs (790) (53.1%) (14) (591) (39.5%) -

Costs for the use of third-party assets (51) (3.4%) (1) (45) (3.0%) -

Personnel expense (1,083) (72.7%) - (829) (55.4%) -

Other operating (expense) income (17) (1.1%) - (25) (1.7%) -

Other (expense) income 20 1.3% - 10 0.7% -

Total costs (1,921) (129.1%) (15) (1,484) (99.2%) -

Gross Operating Profit (433) (29.1%) 1,474 12 0.8% 1,496

Provisions and write-downs - - - - - -

Amortisation/depreciation (41) (2.8%) - (40) (2.7%) -

Write-down of fixed assets - - - - - -

Net Operating Profit (474) (31.9%) 1,474 (28) (1.9%) 1,496

Financial charges (52) (3.5%) - (37) (2.4%) -

Financial income 79 5.3% 77 82 5.4% 39

Result before tax (447) (30.0%) 1,550 17 1.1% 1,535

Taxes 123 8.3% - - 0.0% -

Net result from operating activities (324) (21.8%) 1,550 17 1.1% 1,535

Income from asset disposals or assets held for disp osal - - - - - -

Net result for the period (324) (21.8%) 1,550 17 1.1% 1,535

Earnings per share (0.000) (0.0%) - 0.000 0.0% -

Diluted earnings per share (0.000) (0.0%) - 0.000 0.0% -

Earnings per share from operating activities (0.000) (0.0%) - 0.000 0.0% -

Diluted earnings per share from operating activities (0.000) (0.0%) - 0.000 0.0% -

Earnings per share from asset disposals or assets held for disposal - 0.0% - - 0.0% -

Diluted earnings per share from asset disposals or assets held for disposal - 0.0% - - 0.0% -

Page 28: Quarterly Report at 31 March 2013 - Gruppo Biancamano · Company data and Corporate Bodies 4 1. Company data and Corporate Bodies Company data BIANCAMANO S.p.A. Registered office:

Financial statements 29

6.3 Statement of Comprehensive Income

Statement of Comprehensive Income Values expressed in thousands of euro

31/03/2013 31/03/2012

Profit (loss) (A) (324) 17

changes in the revaluation reserve - -

effective portion of profit or loss on hedges (IAS 39) - -

Total othe r profit (loss) net of tax effects (B) - -

Total Comprehensive Income (324) (17)

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Financial statements 30

6.4 Statement of changes in shareholders’ equity

Description Values expressed in thousands of euro

Share capital

Other reserves Treasury shares

Retained earnings (losses)

Profit (loss) for the year

Shareholders’ Equity

Legal reserve

Distributable reserve

Share premium reserve

Non-distributable

reserve (treasury shares)

Shareholders’ Equity 12/31/2012 1,700 340 3,164 31,043 616 (616) (6) (2,121) 34,120

Allocation of 2012 results - - - - - - (2,121) - -

Other changes in shareholders' equity - - - - - - - - -

Result at 31.03.13 - - - - - - - (324) (324)

Of which:

Profit (loss) recognised to shareholders’ equity - - - - - - - - -

Profit (loss) for the period - - - - - - - - -

Shareholders’ Equity at 31/03/2013 1,700 340 3,164 31,043 616 (616) (2,127) (324) 33,796

Page 30: Quarterly Report at 31 March 2013 - Gruppo Biancamano · Company data and Corporate Bodies 4 1. Company data and Corporate Bodies Company data BIANCAMANO S.p.A. Registered office:

Financial statements 31

6.5 Cash Flow Statement Cash Flow Statement Values expressed in thousands of euro

31/03/2013 of which related parties

31/12/2012 of which related parties

Profit/(loss) for the year (324) - (2,121) -

-

Adjustments to items with no effect on cash and cash equivalents: -

Depreciation/amortisation of property, plant, equipment and intangible assets 41 - 167 -

Provisions (use) for risks and charges - - - -

Employee benefits 39 - 145 -

(Increase)/decrease in prepaid taxes (123) - (2,571) -

Increase/(decrease) in deferred taxes - - 27 -

Operating profit prior to changes in working capita l (43) - (2,231) -

OPERATING ACTIVITIES

(Increase)/decrease in inventories - - 4 -

(Increase)/decrease in trade receivables (1,322) (1,317) (1,908) (1,976)

(Increase)/decrease in other current assets (21) - (1,953) (2,000)

(Increase)/decrease in tax receivables (0) - (565) -

Increase/(decrease) in trade payables 338 (37) 1,211 (71)

Increase/(decrease) in tax payables 492 - 601 -

Increase/(decrease) in other current loans and liabilities 670 - 1,543 1,450

Increase/(decrease) in Employee Severance Indemnity (12) - (78) -

Cash flow generated (absorbed) from operating activ ities (223) (1,354) (5,498) (2,596)

INVESTMENT ACTIVITIES

(Increase)/decrease in investments, bonds and loans - - 4,728 -

(Increase)/decrease in intangible assets/property, plant and equipment (2) - (38) -

Increase/(decrease) in net provisions for risks and charges - - - -

(Increase)/decrease in receivables and other non-current assets - - - -

Increase/(Decrease) in other non-current loans and liabilities - - - -

Cash flow generated (absorbed) from investment acti vities (2) - 4,690 -

FINANCIAL ACTIVITIES

Increase/(decrease) in payables to bondholders - - - -

Increase/(decrease) in loans payable to shareholders - - - -

Increase/(decrease) in short-term borrowings 61 - 388 -

Increase/(decrease) in medium/long-term borrowings (26) - (105) -

Increase/(decrease) in other current financial liabilities - - - -

(Increase)/decrease in current financial assets 188 - (3,003) -

Share capital increases and reserves - - - -

Other changes in shareholders' equity (2,121) - - -

Changes in the revaluation reserve - - - -

Changes in other reserves 2,121 - - -

Dividends paid - - - -

Cash flow generated (absorbed) from financial activ ities 222 - (2,720) -

COMPREHENSIVE CASH FLOW (3) (1,354) (3,455) (2,596)

CASH IN HAND AND BANKS - OPENING BALANCE 8 - 3,463 -

CASH IN HAND AND BANKS - CLOSING BALANCE 5 - 8 -

Page 31: Quarterly Report at 31 March 2013 - Gruppo Biancamano · Company data and Corporate Bodies 4 1. Company data and Corporate Bodies Company data BIANCAMANO S.p.A. Registered office:

Statement of the Manager responsible 32

STATEMENT OF THE MANAGER RESPONSIBLE FOR THE PREPARATION OF CORPORATE ACCOUNTING DOCUMENTS

The manager responsible for the preparation of corporate accounting documents Alessandra De Andreis declares, pursuant to paragraph 2 article 154-bis of the Consolidated Law on Finance, that the accounting information regarding the data at 31 March 2013, as reported in this interim report on operations, corresponds to the documentary results, books and accounting entries.

Rozzano (MI), 14 May 2013

The manager responsible for the preparation of corporate accounting documents

Ms. Alessandra De Andreis