Press release

IFIL - Board of Directors’ Meeting on June 27, 2003June 27, 2003

The Board of Directors of IFIL, which met today in Turin under the chairmanship of Gianluigi Gabetti, examined the relaunch plan approved by the meeting of the Fiat Board of Directors held yesterday, June 26, agreeing with the objectives of the plan.

The Board took note of the capital increase voted by the Fiat Board of Directors and decided to subscribe to its share of the increase.

To this end, the IFIL Board of Directors, by authorization conferred by the Shareholders’ Meeting of last May 14, voted to increase the capital stock of the company by a maximum par value of € 386,321,490 through the issue of a maximum 386,321,490 ordinary shares of par value of € 1 each, with normal dividend rights, that will be offered on a preemptive basis to shareholders at a ratio of 57 new ordinary shares for every 100 IFIL ordinary or savings shares held.

The issue price was set at € 1.30 per share. The total maximum proceeds will be approx. € 502.2 million.

The majority shareholder, IFI, has agreed to subscribe to its share of the increase.

Seven leading Italian and international financial institutions (Banca IMI, Citigroup, IntesaBci, Mediobanca, Merrill Lynch, Rasfin and UBM) have committed to guarantee the positive outcome of the capital increase through an underwriting syndicate in which other national and international financial institutions could take part and in which Mediobanca and Banca IMI will fulfil a secretarial role. The capital increase will be launched in July.

The offer for Shares (the "Offer") is not being made, and will not be made, directly or indirectly, in the United States of America or any other country in which such offer may not be made absent registration or an exemption from registration granted by the competent authorities (such other countries, collectively, the "Other Countries"). Accordingly, copies of this document and any other documents relating to the Offer are not being, and must not be, mailed or otherwise transmitted or distributed in or into the United States of America or the Other Countries.

This document is not an offer of securities for sale in the United States of America or the Other Countries. Securities may not be offered or sold in the United States of America or the Other Countries absent registration or an exemption from registration. The Shares to be issued pursuant to the Offer have not been and will not be registered under the United States Securities Act of 1933, as amended, or under applicable laws of the Other Countries, and may not be offered, sold or delivered, directly or indirectly, in the United States of America or the Other Countries absent registration or an exemption from registration.

 

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