Press release

IFI - Board of Directors’ Meeting on March 28, 2003March 28, 2003

The Board of Directors of IFI - Istituto Finanziario Industriale, which met today in Turin under the chairmanship of Umberto Agnelli, approved the consolidated financial statements and the draft statutory financial statements at December 31, 2002 of IFI S.p.A. which will be submitted to the Shareholders’ Meeting to be held in May.

The consolidated loss of the IFI Group for 2002 was € 803 million, principally on account of the share of the loss (€ 781.1 million) of the Fiat Group. The loss reported by the parent company, IFI S.p.A., of € 226.9 million, is due entirely to the writedown of the carrying values of Fiat preferred shares, IFIL ordinary shares and IFI preferred treasury stock. At the end of 2002, the net financial position shows a debt position of € 426.5 million compared to € 239.1 million at the end of 2001.

The Board of Directors voted not to propose a distribution of dividends to the Shareholders’ Meeting.


Significant events in 2002 and the early months of 2003

At the end of 2002, Eurofind, a company owned 50-50 by IFIL and Auchan, carried out a successful voluntary take-over bid of La Rinascente shares. The subsequent tender offer for the remaining shares in February 2003 led to the delisting of the stock.

The buy-back of treasury stock by Worms in October for some 10% of capital stock allowed IFIL to collect proceeds of € 156.2 million and to maintain its investment in Worms at 52%.

Owing to the unfavorable economic scenario, in 2002, Sanpaolo IMI closed the year with a lower net profit than in the prior year: € 889 million compared to € 1,376 million in 2001. Thanks to the merger with Cardine Banca and the start of the plan for the reorganization of the banking network, nonetheless, Sanpaolo IMI considerably extended its coverage of the national territory.

Juventus closed the year 2001/2002 with a net profit of € 6.1 million. The current year shows an improvement in gross operating income although gains from players’ registration rights are lower. As regards the right of common on the Stadio delle Alpi, on February 17, 2003, the City Council of Turin voted to definitively proceed to notarize the deed as soon as the necessary documentation is obtained.

Lastly, Exor Group reported a net profit of € 15.4 million in 2002. In March 2003, it reached an agreement for the sale of its 75% investment in Società Civile Agricole Château Margaux to Madame Corinne Mentzelopoulos. The agreement also provides for the purchase of Madame Mentzelopoulos’s holding in Exor Group by the same Exor.


Future outlook and Reorganization Plan

At the beginning of March 2003, a Reorganization Plan was announced that involves IFI and IFIL. The Plan provides for the contribution to IFIL of the following investments held by IFI:

· Fiat S.p.A. (17.99% of ordinary capital stock and 18.96% of preferred capital stock);

· Sanpaolo IMI (1.13% of ordinary capital stock);

· Juventus Football Club (62.01%);

· Soiem (50.1%).


The contribution will be made against an IFIL capital increase reserved for IFI with the issue of 167,450,949 ordinary shares and 119,635,991 savings shares. The Reorganization Plan also calls for the proposal to convert IFIL savings shares into IFIL ordinary shares. IFI will participate in such proposal with its IFIL savings shares.

These transactions, which will be executed after the approval of IFIL’s Extraordinary Shareholders’ Meeting, will make it possible to rationalize and simplify the Group structure, characterizing IFI as the controlling holding company and IFIL as the operating holding company. The contribution to IFIL of the Fiat, Sanpaolo IMI and Soiem shares will also unite the common holdings and thus ensure more efficient management.

Lastly, at the Extraordinary Shareholders’ Meeting of IFI convened for April 22 and 24, a motion will be submitted authorizing the Board of Directors to increase the capital stock, on one or more occasions, for a maximum amount of € 500 million and thus up to a maximum of € 561,750,000.


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