Admission Document October 2006 2638KB
Transcription
Admission Document October 2006 2638KB
12/10/06 23:50 Page 1 Spazio Investment N.V. A company managed by Pirelli RE AIM Admission Document 06lon1768_Nepal_cover Joint Global Co-ordinators and Joint Bookrunners Nominated Adviser October 2006 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document you should consult a person authorised under the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities. This document comprises an admission document prepared in accordance with the AIM Rules. This document does not constitute a prospectus for the purposes of the Prospectus Rules and has not been approved by or filed with the Financial Services Authority. Spazio Investment N.V. (the ‘‘Company’’), whose registered office appears on page 12 of this document, and the directors of the Company (‘‘Directors’’ or ‘‘Board’’), whose names are set out on page 12 of this document, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Company and the Directors (each of whom has taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and contains no omission likely to affect the import of such information. Application has been made for the Ordinary Shares to be admitted to trading on AIM. The Ordinary Shares are not dealt in on any other recognised investment exchange and no application is being or has been made for the Ordinary Shares to be admitted to any such exchange. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List. A prospective Investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. London Stock Exchange PLC has not itself examined or approved the contents of this document. It is expected that Admission will become effective and unconditional dealings in Ordinary Shares will commence on 18 October 2006. Conditional dealings in the Ordinary Shares are expected to commence on 13 October 2006. Investing in the Ordinary Shares involves risks. Your attention is drawn to Part I (Risk Factors) beginning on page 20 of this document which lists certain risks that should be taken into account in considering whether or not to acquire Ordinary Shares. SPAZIO INVESTMENT N.V. (Incorporated in The Netherlands with registered number 34237136) Offer of 23,962,480 Ordinary Shares of E0.20 each at E12.5 per share and Admission of up to 30,480,000 Ordinary Shares to trading on AIM Joint Global Co-ordinators and Joint Bookrunners Credit Suisse Deutsche Bank Nominated Adviser Credit Suisse Immediately following Admission, the authorised and issued share capital of the Company will be as follows: E 10,000,000 20 Authorised Number 50,000,000 Ordinary Shares 100 Preferred Shares Share Capital E Authorised EUR 10,000,020 of which 50,000,000 Ordinary Shares and 100 Preferred Shares, all of EUR 0.20 each Issued And Fully Paid Number 6,096,000 20 30,480,000 Ordinary Shares 100 Preferred Shares The 20,480,000 new Ordinary Shares to be made available for subscription and the 3,482,480 Ordinary Shares to be sold by the Selling Shareholders pursuant to the Offer (assuming no exercise of the Over-allotment Option, if applicable) (the ‘‘Offer Shares’’) will rank in full for all dividends or other distributions hereafter declared, made or paid on the ordinary share capital of the Company and will rank pari passu in all respects with all other Ordinary Shares that will be in issue on Admission. The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended, (the ‘‘Securities Act’’), any state securities laws in the United States or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Ordinary Shares may not be offered or sold within the United States, Australia, Canada or Japan or to any national, resident or citizen of Australia, Canada or Japan. The Ordinary Shares are being offered and sold outside the United States in reliance on Regulation S under the Securities Act (‘‘Regulation S’’), and within the United States to persons reasonably believed to be qualified institutional buyers as defined in Rule 144A under the Securities Act (‘‘Rule 144A’’), in transactions exempt from registration under the Securities Act. Prospective purchasers of Ordinary Shares in the United States are hereby notified that sellers of the Ordinary Shares may be relying on the exemption from registration provided by Rule 144A. The Offer Shares may not be offered or sold except in compliance with the restrictions described in paragraph 14 of Part VIII of this document. In addition, prospective purchasers should take note that the Ordinary Shares may not be acquired by purchasers using assets of any retirement plan or pension plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (‘‘ERISA’’) or Section 4975 of the United States Internal Revenue Code of 1986, as amended (the ‘‘Internal Revenue Code’’). Because of this restriction, in connection with the Offer purchasers of Ordinary Shares in the United States will be deemed to have made the representations as described in paragraph 14 of Part VIII of this admission document. Prospective purchasers are also notified that the Company believes that it will be treated as a passive foreign investment company (a ‘‘PFIC’’) for United States federal income tax purposes, and that the Fund should also be treated as a PFIC for United States federal income tax purposes. The Offer is conditional, inter alia, on Admission taking place on or before 8.00 a.m. (London time) on 18 October 2006 (or such later date as the Company, the Selling Shareholders and the Joint Global Co-ordinators may agree). Credit Suisse and Deutsche Bank, which are both authorised and regulated in the United Kingdom by the Financial Services Authority, are advising the Company and the Selling Shareholders and no one else in relation to the Offer and will not be responsible to anyone other than the Company and the Selling Shareholders for providing the protections afforded to the respective customers of Credit Suisse or Deutsche Bank nor for providing any advice in relation to the Offer, the contents of this document or any transaction or arrangement referred to herein. Prospective Investors should rely only on the information contained in this admission document. No person has been authorised to give any information or make any representations other than as contained in this admission document and, if given or made, such information or representations must not be relied on as having been authorised by the Company, the Selling Shareholders, Credit Suisse or Deutsche Bank. Neither the delivery of this admission document nor any subscription or acquisition made under this admission document shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this admission document or that the information contained herein is correct as at any time subsequent to its date. Prospective Investors must not treat the contents of this admission document as advice relating to legal, taxation, investment or any other matters. Prospective Investors must rely upon their own representatives, including their own legal advisers, accountants and financial advisors, as to legal, tax, investment or any other related matters concerning the Company and any proposed investment therein. Neither the Selling Shareholders, Credit Suisse nor Deutsche Bank makes any representation (express or implied) or accepts any responsibility whatsoever for the contents of this document. Each of the Selling Shareholders, Credit Suisse and Deutsche Bank and their respective officers, agents and affiliates, accordingly disclaims all and any liability whether arising in tort or contract or otherwise which it might otherwise have in respect of this document. In connection with the Offer, Deutsche Bank, as stabilising manager, or any of its agents, may, to the extent permitted by applicable law, over-allot and effect transactions with a view to supporting the market price of the Ordinary Shares at a level higher than that which might otherwise prevail in the open market. Deutsche Bank is not required to enter into such transactions and such transactions may be effected on AIM, any over-the-counter market or otherwise. Such stabilising measures, if commenced, may be discontinued at any time and may commence on or after the date of the Offer Price and will end no later than 30 days thereafter. Save as required by law or regulation, neither Deutsche Bank nor any of its agents intends to disclose the extent of any over-allotments and/or stabilisation transactions under the Offer. Each Selling Shareholder has granted Deutsche Bank (on behalf of the Underwriters) an option pursuant to which Deutsche Bank may require such Selling Shareholder to sell additional Ordinary Shares on an equal basis up to a combined maximum of 5% of the total number of Ordinary Shares in the Company immediately following Admission at the Offer Price, provided, however, that the Over-allotment Option shall not be exercised if the Offer Price is less than A14 and shall not be exercised to the extent that it would result in Pirelli RE Netherlands B.V.’s holdings in the Company being reduced to below 10%. If applicable, the Over-allotment Option will be exercisable in whole or in part at any time up to and including 30 days after publication of the Offer Price. Any Ordinary Shares sold by the Selling Shareholders pursuant to the exercise of this option will be sold on the same terms and conditions as the Offer Shares and will form a single class for all purposes with the Offer Shares. Restrictions on Sales This admission document does not constitute, and may not be used for the purposes of, an offer to sell or an invitation to subscribe for, or the solicitation of an offer to buy or to subscribe for, any Ordinary Shares by any person in any jurisdiction: (i) in which such offer or invitation is not authorised or permitted; (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) to any person to whom it is unlawful to make such offer or invitation. The distribution of this admission document and the offering of the Ordinary Shares in certain jurisdictions may be restricted. Accordingly, persons outside the United Kingdom into whose possession this document comes are required by the Company, the Selling Shareholders, Credit Suisse and Deutsche Bank to inform themselves about and to observe any restrictions as to the offer or sale of Ordinary Shares and the distribution of this document under the laws and regulations of any territory in connection with any applications for Ordinary Shares, including obtaining any requisite governmental or other consent and observing any other formality prescribed in such territory. 2 In particular, Italian residents that are Non-Qualifying Shareholders (as defined in Part I) are not permitted to participate in the Offer. No action has been taken or will be taken in any jurisdiction by the Company, the Selling Shareholders, Credit Suisse or Deutsche Bank that would permit a public offering of the Ordinary Shares in any jurisdiction where action for that purpose is required, nor has any such action been taken with respect to the possession or distribution of this document. The Ordinary Shares are subject to certain restrictions on transfer, and may not be reoffered, resold, pledged or otherwise transferred except as permitted by the Articles and as provided in this admission document. More particularly, if an Ordinary Share is acquired or held by or on behalf of any person resident in Italy or any legal entity whose registered office is in Italy that is a Non-Qualifying Shareholder (as defined in the Articles), the voting rights attaching to such Ordinary Share shall be suspended and the holder of such Ordinary Share can be required by the Board of directors of the Company to sell and transfer the relevant Ordinary Share to a designated transferee in accordance with the provisions of the Articles. Similar restrictions and compulsory transfer provisions apply to Depository Interests held by persons who would be Non-Qualifying Shareholders if they held Ordinary Shares directly. Notice in Connection with the United States, Australia, Canada and Japan This document is not, save in certain limited circumstances pursuant to applicable private placement exemptions, for distribution in or into the United States, Australia, Canada or Japan. The Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws. The Ordinary Shares are being offered and sold outside the United States in reliance on Regulation S and within the United States to persons reasonably believed to be qualified institutional buyers as defined in Rule 144A. The Ordinary Shares have not been and will not be registered or qualified for distribution under the applicable securities laws of Australia, Canada or Japan. The Ordinary Shares may not be offered for sale or subscription or sold or subscribed directly or indirectly in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the Ordinary Shares and distribution of this document are subject to the restrictions set out in Part V and paragraph 14 of Part VIII of this document. Notwithstanding anything to the contrary herein, except as necessary to comply with securities laws, each prospective Investor (and each of their respective employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the US tax treatment and US tax structure of the transactions described herein and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such US tax treatment and US tax structure under applicable US federal, state or local tax law. Any such disclosure of the tax treatment, tax structure and other tax-related materials shall not be made for the purpose of offering to sell the Ordinary Shares offered hereby or soliciting an offer to purchase any such Ordinary Shares. No purchase, sale or transfer of any Ordinary Shares may be made by any ‘‘Plan’’ (as defined below) or any person investing ‘‘plan assets’’ unless such purchase, sale or transfer will not result in assets of the Company constituting ‘‘Plan assets’’ within the meaning of ERISA that are subject to Title I of ERISA or Section 4975 of the Internal Revenue Code. Accordingly, investors using assets of retirement plans or benefit plans that are subject to ERISA or Section 4975 of the Internal Revenue Code or of an entity whose assets are deemed to be Plan assets by reason of U.S. Department of Labor Regulation 29 C.F.R. 2510.3-101, as modified by Section 3(42) of ERISA (including, as applicable, assets of an insurance company general account), will not be permitted to acquire the Ordinary Shares, and any such investor will be required to represent or will, by its acquisition or holding of an Ordinary Share be deemed to have represented, that it is not a ‘‘benefit plan investor’’ within the meaning of ERISA that is using assets of a Plan or other entity that is subject to ERISA or Section 4975 of the Internal Revenue Code. Any purported purchase or transfer of an Ordinary Share that would cause the Company’s assets to be deemed to be ‘‘Plan assets’’ under ERISA that are subject to Title I of ERISA or Section 4975 of the Internal Revenue Code, or otherwise does not comply with the foregoing, is subject to restrictions as provided in the Company’s Articles of Association and this document. See ‘‘ERISA Considerations’’ in paragraph 14.1.2 of Part VIII of this document. Prospective Investors are also notified that the Company believes that it will be treated as a PFIC for United States federal income tax purposes, and that the Fund should also be treated as a PFIC for 3 United States federal income tax purposes. The Company generally intends to, upon request, make available (and the Company has been advised that the Fund generally intends to make available upon request) to holders of Ordinary Shares that are United States Persons (as defined in paragraph 8.2 of Part VIII of this document) the annual statement currently required by the United States Internal Revenue Service (‘‘Internal Revenue Service’’) to be used by such United States Persons for purposes of complying with the reporting requirements applicable to United States Persons making a Qualified Electing Fund election. However, no assurances can be given that such statement will be available. See Part I of this document entitled ‘‘Risk Factors’’ and paragraph 8.2.1 of Part VIII of this document under the heading ‘‘Passive Foreign Investment Company Treatment.’’ The United States federal tax discussion contained in this admission document (including in paragraph 8.2 of Part VIII of this document) was written to support the promotion or marketing of the transaction described herein and is not intended or written to be used, and cannot be used, by any person for the purpose of avoiding any penalties that may be imposed on the taxpayer. Prospective Investors should seek advice from their own independent tax advisors concerning the United States federal, state, local and non-US tax consequences of an investment in the Company based on their particular circumstances. The Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission (the ‘‘SEC’’), any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed on or endorsed the merits of the Offer or the accuracy or adequacy of the information contained in this admission document. Any representation to the contrary is a criminal offence in the United States. Notice to New Hampshire Residents NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (‘‘RSA 421-B’’) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. Notice to Prospective Investors in the United Kingdom This document is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ‘‘Order’’); or (ii) high net worth entities or other persons falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as ‘‘relevant persons’’). This document and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. Notice to Prospective Investors in The Netherlands The Ordinary Shares can only be offered in The Netherlands without the publication, approval or notification of a prospectus in relation to the Ordinary Shares if an exemption applies. In the case of the offering of the Ordinary Shares in or from The Netherlands, an exemption applies in view of the fact that the Ordinary Shares will only be offered to professional market parties within the meaning of section 1a paragraph 3 of the Exemption Regulation to the Act on the Supervision of Securities Transactions 1995 (Vrijstellingsregeling Wet toezicht effectenverkeer 1995) and Section 1 of the Exemption Regulations to the Investment Institutions Supervision Act (Vrijstellingsregeling Wet toezicht beleggingsinstellingen). Notice to Prospective Investors in Italy The offering of the Ordinary Shares has not been registered with the Commissione Nazionale per le Società e la Borsa (‘‘CONSOB’’), the public authority responsible for regulating the Italian securities 4 market, nor with the Bank of Italy pursuant to Italian securities legislation and, accordingly, no Ordinary Shares may be offered, sold or delivered, nor may copies of this admission document or of any other document relating to the Ordinary Shares be distributed in the Republic of Italy other than to entities belonging to one of the following categories of ‘‘Qualified Investors’’ among those defined in Article 25 and 31, paragraph 2, of CONSOB Regulation No. 11522/1998 as amended (the ‘‘Italian Qualified Investors’’): (a) investment firms, banks, stockbrokers, asset management companies (Società di Gestione del Risparmio), variable capital investment companies (Società di Investimento a Capitale Variabile), pension funds, insurance companies, financial companies heading banking groups and companies and entities registered in the lists referred to in Articles 106, 107 and 113 of Italian Legislative Decree no. 385 of 1 September 1993, as subsequently amended (Consolidated Banking Act); (b) foreign entities authorised to carry out, by virtue of regulations in force in their countries of origin, the activities carried out by the persons described in (a) above; (c) Italian banking foundations (fondazioni bancarie); and (d) legal persons and other entities possessing specific expertise and experience in transactions involving financial instruments expressly declared in writing by the legal representative of the legal person or entity. Any person resident in Italy or any legal entity whose registered office is in Italy that is a Non-Qualifying Shareholder (as defined in Part I) cannot invest in the Ordinary Shares. If an Ordinary Share is acquired or held by or on behalf of a Non-Qualifying Shareholder, the voting rights attaching to that Ordinary Share shall be suspended and the holder of that Ordinary Share shall have no right to attend (whether in person or by proxy) any general meetings of the Company and can be required by the board of directors of the Company to sell and transfer the relevant Ordinary Share to a designated transferee in accordance with the provisions of the Articles. Similar restrictions and compulsory transfer provisions apply to Depository Interests held by persons who would be Non-Qualifying Shareholders if they held Ordinary Shares directly. Notice to Prospective Investors in France This document is for information purposes only and does not constitute an offer or invitation for any investment or subscription for the Ordinary Shares in France. Any person who is in possession of this document is hereby notified that no action has been or will be taken that would allow an offering of Ordinary Shares in France and neither this document nor any offering material relating to the Shares has been submitted to the Autorité des Marchés Financiers for prior review or approval. Accordingly, the Ordinary Shares may not be offered, sold, transferred or delivered and neither this document nor any offering material relating to the Ordinary Shares may be distributed or made available (in whole or in part) in France, directly or indirectly, except as permitted by French law and regulation. Notice to Prospective Investors in Germany The Company is not licensed under the German Investment Act (Investmentgesetz). The Ordinary Shares that are the subject of this document are neither registered for public distribution with the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht—‘‘BaFin’’) according to the German Investment Act nor listed on a German exchange. No prospectus pursuant to the German Securities Prospectus Act (Wertpapierprospektgesetz) or the German Sales Prospectus Act (Verkaufsprospektgesetz) or the German Investment Act has been filed with the BaFin. The Ordinary Shares are not being offered on the basis of this admission document in Germany. Notice to Prospective Investors in The Kingdom of Bahrain No offer to purchase the Shares is being made to the public in The Kingdom of Bahrain. This document is intended to be read by the addressee only and is not to be passed to, shown to, or made available to the public generally. Notice to Prospective Investors in Switzerland The Company and the Offering, respectively, are not licensed or supervised by the Swiss Federal Banking Commission. In Switzerland, the Offering is only made on a non-public basis in accordance with the Circular 03/1 of the Swiss Federal Banking Commission on Public Advertisements pursuant to Swiss Investment Fund Laws, of March 28, 2003, as amended, and from January 1, 2007, in accordance with the private placement exemptions set forth by the Swiss Federal Act on Collective Investments of June 23, 2006, and its ordinance. 5 Notice to Prospective Investors in the United Arab Emirates The Shares have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai International Financial Centre) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue, offering and sale of securities. Further, this document does not constitute a public offer of securities in the United Arab Emirates (including the Dubai International Financial Centre) and is not intended to be a public offer. This document has not been approved by or filed with the Central Bank of the United Arab Emirates, the Emirates Securities and Commodities Authority or the Dubai Financial Services Authority. Notice to Prospective Investors in the European Economic Area In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a ‘‘relevant member state’’) an offer to the public of the Ordinary Shares may not be made in that relevant member state, except that an offer to the public in that relevant member state of any Ordinary Shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that relevant member state: • to legal entities that are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; or • to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than A43 million and (3) an annual net turnover of more than A50 million, as shown in its last annual or consolidated accounts; or • in any other circumstances that do not require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive. Each subscriber for or purchaser of Ordinary Shares described in this document located within a relevant member state will be deemed to have represented, acknowledged and agreed that it is a ‘‘qualified investor’’ within the meaning of Article 2(1)(e) of the Prospectus Directive. For the purposes of this provision, the expression an ‘‘offer to the public’’ in relation to any Ordinary Shares in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the Offer and the Ordinary Shares to be offered so as to enable an Investor to decide to purchase or subscribe for the Ordinary Shares, as the same may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC and includes any relevant implementing measure in each relevant member state. Available Information The Company has agreed that, for so long as any Offer Shares are ‘‘restricted securities’’ within the meaning of Rule 144(a)(3) under the Securities Act, it will, during any period in which it is neither subject to Section 13 or 15(d) under the Securities Exchange Act of 1934 (the ‘‘Exchange Act’’), nor exempt from reporting under the Exchange Act pursuant to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of such Offer Shares or to any prospective purchaser of such Offer Shares designated by such holder or beneficial owner, on the request of such holder, beneficial owner or prospective purchaser, the information required to be provided by Rule 144A(d)(4) under the Securities Act. Forward Looking Statements Many of the statements included in this admission document, as well as oral statements that may be made by the Company or by officers, directors or employees acting on behalf of the Company, constitute or are based on forward looking statements. All statements, other than statements of historical facts, including, among others, statements regarding the Company’s or the Fund’s future financial position and plans, strategies, objectives, capital expenditures, annualised financial information, and financing plans, as well as projected levels of growth in the Italian real estate market, are forward looking statements. Forward looking statements can generally be identified by the use of terminology such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘expect,’’ ‘‘envisage,’’ ‘‘intend,’’ ‘‘plan,’’ ‘‘project,’’ ‘‘estimate,’’ ‘‘anticipate,’’ ‘‘believe,’’ ‘‘hope,’’ ‘‘can,’’ ‘‘is designed to’’ or similar phrases, although the absence of such words does not necessarily mean that a statement is not forward looking. 6 These forward looking statements involve a number of known and unknown risks, uncertainties and other factors that could cause the Company’s or the Fund’s actual results and outcomes to be materially different from historical results or from any future results expressed or implied by such forward looking statements. Among the factors that could cause the Company’s actual results or outcomes to differ materially from its expectations are those risks identified in this admission document (see Part I), and other matters not yet known or not currently considered material by the Company. Undue reliance should not be placed on these forward looking statements. All written and oral forward looking statements attributable to the Company, the Fund or persons acting on their respective behalf, are qualified in their entirety by these cautionary statements. Moreover, unless the Company is required by law to update these statements, it will not necessarily update any of these statements after the date of this admission document, either to conform them to actual results or to changes in its expectations. Market and Industry Data and Forecasts This document includes market and industry data and forecasts that have been obtained from independent consultant reports, publicly available information, various industry publications, other published industry sources and the Company’s internal data and estimates. Although the Company has no reason to believe that the independent consultant reports, industry publications and other published industry sources are not reliable, it has not independently verified the data contained therein. The Company’s internal data, estimates and forecasts are based upon information obtained from third parties, including trade and business organisations and other contacts in the markets in which it operates and its understanding of industry conditions. Although the Company believes that such information is reliable, it has not had such information verified by any independent sources. Presentation of Financial Information The financial information in this document has been prepared in accordance with IFRS as endorsed by the European Union, a body of accounting principles that may differ materially from US GAAP. The Company has not quantified the impact of these differences. In making an investment decision, prospective Investors must rely on their own examination of the Company, the terms of the Offer and the financial information in this document. Prospective Investors should consult their own professional advisers for an understanding of the difference between IFRS and US GAAP. Service of Process and Enforcement of Civil Liabilities The Company is incorporated in The Netherlands and the majority of its Directors are residents of jurisdictions outside the United Kingdom and the United States. In addition, all of the assets of the Fund, as of the date of Admission, are located in Italy. As a result, it may not be possible for Investors to effect service of legal process within the United Kingdom, the United States or elsewhere outside of The Netherlands upon the Company and the Directors, including with respect to matters arising under UK and US securities laws. Moreover, it may not be possible for Investors to enforce against the Company or its Directors, judgments obtained in courts outside The Netherlands, including those based on securities laws of the UK, the US and other countries. The United States and The Netherlands do not currently have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters. Accordingly, there is doubt as to enforceability in The Netherlands of judgments of US courts of liabilities predicated upon the US securities laws. References to Defined Terms Certain terms used in this document, including capitalised terms and certain technical and other terms are explained in the section entitled ‘‘Definitions’’ commencing on page 296. All references to ‘‘A’’, ‘‘Euro’’ or ‘‘EUR’’ are to the lawful single currency of member states of the European Community that adopt or have adopted the Euro as their currency in accordance with the legislation of the European Union relating to European Monetary Union. All references to ‘‘£’’, ‘‘GBP’’ or ‘‘pound sterling’’ are to the lawful currency of the United Kingdom. All references to ‘‘$’’, ‘‘US$’’ or ‘‘US dollars’’ are to the lawful currency of the United States. All references to the ‘‘CBRE Valuation Report’’ are to the valuation report of CB Richard Ellis Professional Services S.p.A. (‘‘CBRE’’) included in Part X of this admission document, and all references 7 to ‘‘market value’’ or valuations of the properties in the Portfolio by CBRE are to the open market value of the relevant real estate asset as of 30 June 2006 as provided in the CBRE Valuation Report. All references to ‘‘annual passing rent’’ are to the annual gross rent of the relevant real estate asset, calculated by reference to the gross rent for the applicable quarterly or monthly period ended 30 June 2006 invoiced or to be invoiced for such asset, in each case calculated on an annualised basis. ‘‘Annual passing rent’’ does not take into account any related expenditure, including, amongst other things, insurance expense, taxes, finance expenses, bad debts or other operating expenses. ‘‘Annual passing rent’’ is provided for illustrative purposes only and is not a guarantee as to what the Fund’s future rental revenue or earnings will actually be. Among other factors, the termination of leases, the Company’s inability to renew leases or replace existing customers on comparable terms, changes in economic conditions and other factors described in the risk factors in Part I of this document may affect the Company’s annualised rental numbers in the future. Furthermore, ‘‘annual passing rent’’ has not been subject to an audit or independent financial review and PricewaterhouseCoopers S.p.A. and CBRE have not examined, compiled or otherwise applied procedures to this information. See ‘‘Risk Factors—Risks Relating to the Offer and the Ordinary Shares’’ included in Part I of this admission document. References to measurements of area in this document are determined as follows: • all references to ‘‘surface area’’ are (i) for income producing and conversion assets, the total gross built surface area of all the floors of a building, calculated based on the building licence for such building and (ii) for development projects, the maximum permitted buildable surface area of all the floors of a potential building, as specified in the applicable building licence for the project, except for Eastgate Park, in which case ‘‘surface area’’ means the total coverable ground level surface area on which a structure is permitted to be built, and does not include any additional surface area for mezzanine or upper floor levels; and • all references to ‘‘land area’’ are to the total area of the land of the relevant asset as specified in the relevant title documentation. Surface areas have not been subject to independent review. Access to Information Copies of this document, which is dated 13 October 2006, will be available free of charge to the public during normal business hours on any weekday (except Saturdays, Sundays and public holidays in The Netherlands and/or the United Kingdom, as applicable) from the registered office of the Company and from the offices of Credit Suisse Securities (Europe) Limited, One Cabot Square, Canary Wharf, London E14 4QJ, United Kingdom and Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom on the date of Admission and for not less than one month thereafter. 8 CONTENTS Page OFFER STATISTICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 EXPECTED TIMETABLE OF PRINCIPAL EVENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 DIRECTORS, OFFICERS AND ADVISERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 KEY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 PART I RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 PART II INFORMATION ON THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 PART III CORPORATE STRUCTURE AND MANAGEMENT . . . . . . . . . . . . . . . . . . . . . 57 PART IV PORTFOLIO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75 PART V THE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84 PART VI HISTORICAL COMBINED FINANCIAL INFORMATION OF THE GROUP . . 88 PART VII PRO FORMA FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 113 PART VIII ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120 PART IX SUMMARY OF APPLICABLE DUTCH COMPANY LAW . . . . . . . . . . . . . . . . . 163 PART X VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 298 9 OFFER STATISTICS Offer Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A12.5 Minimum amount for subscription or purchase of Ordinary Shares . . . . . . . . . . . . A50,000 Number of Ordinary Shares in issue at the date of this document . . . . . . . . . . . . . 10,000,000 Number of new Ordinary Shares being issued by the Company in the Offer . . . . . . 20,480,000 Number of Ordinary Shares being sold by Moabar B.V. in the Offer(1) . . . . . . . . . . 3,482,480 Number of Ordinary Shares subject to the Over-allotment Option . . . . . . . . . . . . . 0 Number of Ordinary Shares in issue immediately following Admission . . . . . . . . . . 30,480,000 Market capitalisation of the Company immediately following Admission . . . . . . . . . A381,000,000 Gross proceeds of the Offer receivable by the Company . . . . . . . . . . . . . . . . . . . . . A256,000,000 .................... A43,531,000 Estimated net expenses/fees to be paid by the Company(2) . . . . . . . . . . . . . . . . . . . A13,460,000 (1) Gross proceeds of the Offer receivable by Moabar B.V. (3) Net asset value per Ordinary Share .................................. A13.90 (1) Assumes no exercise of the Over-allotment Option, if applicable. (2) Includes the underwriting commission and other fees and expenses of the Offer payable by the Company. (3) The net asset value of the assets of the Company and the Fund has not been calculated on the basis of an audit and has not been subject to any independent review. 10 EXPECTED TIMETABLE OF PRINCIPAL EVENTS Announcement of Offer Price and allocations . . . . . . . . . . . . . . . . . . . 8.00 a.m. on 13 October 2006 Publication of this document . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 October 2006 Expected date of commencement of conditional dealings . . . . . . . . . . . 8.00 a.m. on 13 October 2006 Expected date of Admission and commencement of unconditional dealings in the Offer Shares on AIM . . . . . . . . . . . . . . . . . . . . . . . . . 8.00 a.m. on 18 October 2006 CREST accounts credited with Depository Interests . . . . . . . . . . . . . . 18 October 2006 Notes: (i) Each of the times and dates in the above timetable is subject to change without further notice. References to times are to London times. Temporary documents of title will not be issued. (ii) It should be noted that if Admission does not occur, all conditional dealings will be of no effect and any such dealings will be at the sole risk of the parties concerned. 11 DIRECTORS, OFFICERS AND ADVISERS Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . John Duggan (Chairman) Roy Dantzic Olivier de Poulpiquet Richard Mully Gualtiero Tamburini Registered Office . . . . . . . . . . . . . . . . . . . . . . . . Herengracht 208 1016 BS Amsterdam The Netherlands Post-Admission: Naritaweg 165 Telestone 8 1043 BW Amsterdam, The Netherlands Joint Global Co-Ordinators and Joint Bookrunners . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit Suisse Securities (Europe) Limited One Cabot Square Canary Wharf London E14 4QJ United Kingdom and Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom Nominated Adviser . . . . . . . . . . . . . . . . . . . . . . . Credit Suisse Securities (Europe) Limited One Cabot Square Canary Wharf London E14 4QJ United Kingdom Fund Manager . . . . . . . . . . . . . . . . . . . . . . . . . . Pirelli & C. Real Estate Società di Gestione del Risparmio S.p.A. Via G. Negri, 10 20123 Milan Italy Corporate Manager . . . . . . . . . . . . . . . . . . . . . . Pirelli RE Netherlands B.V. Naritaweg 165 Telestone 8 1043 BW Amsterdam, The Netherlands Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capita IRG (Offshore) Ltd Victoria Chambers Liberation Square 1/3 The Esplanade St. Helier, Jersey Property Valuer . . . . . . . . . . . . . . . . . . . . . . . . . CB Richard Ellis Professional Services S.p.A. Via del Lauro 517 20121 Milan Italy 12 Reporting Accountants . . . . . . . . . . . . . . . . . . . . PricewaterhouseCoopers S.p.A. Via Monterosa, 91 20149 Milan Italy Legal Advisers to the Company as to English, US and Certain Matters of Italian Law . . . . . . . . . . . Paul, Hastings, Janofsky & Walker (Europe) LLP 88 Wood Street London EC2V 7AJ United Kingdom and Via Palestro, 24 20122 Milan Italy Legal Advisers to the Company as to Certain Matters of Italian Law . . . . . . . . . . . . . . . . . . . . Bonelli Erede Pappalardo Via Barozzi, 1 20122 Milan Italy and Studio Legale Carbonetti Via Antonelli 41 00198 Rome Italy Legal Advisers to the Company as to Dutch Law . Loyens & Loeff N.V. Weena 690 3000 CN Rotterdam The Netherlands Tax Advisers to the Company as to Italian Law . . Maisto e Associati Piazza Meda 5 20121 Milan Italy Legal Advisers to the Joint Global Co-Ordinators as to English, US and Dutch Law . . . . . . . . . . . . Allen & Overy LLP One New Change London EC4M 9QQ United Kingdom Legal Advisers to the Joint Global Co-Ordinators as to Italian Law . . . . . . . . . . . . . . . . . . . . . . . . Allen & Overy Studio Legale Associato Via Manzoni, 41 20121 Milan Italy 13 KEY INFORMATION The information below is extracted from and should be read in conjunction with the full text of this document. Prospective Investors should read the whole of this document, including the risk factors set out in Part I, and the financial statements included in Part VI (‘‘Historical Combined Financial Information of the Group’’) and pro forma financial information included in Part VII (‘‘Pro Forma Financial Information’’) and should not rely solely on the following summarised information. 1. OVERVIEW The Company Spazio Investment N.V. (the ‘‘Company’’), incorporated on 22 November 2005, is a Dutch holding company whose business is to participate in, manage and supervise real estate businesses and companies and invest in units of real estate funds. The Company is, prior to giving effect to this Offer, indirectly owned by Pirelli & C. Real Estate S.p.A. (‘‘Pirelli RE’’) and Cypress Grove International. E L.P. and Cypress Grove International. D L.P. (together ‘‘Cypress Grove’’) who, together with their affiliates, have built a leading Italian industrial real estate platform combining income producing assets and significant development opportunities. The Company is externally managed by Pirelli RE Netherlands B.V. (the ‘‘Corporate Manager’’), which is a wholly-owned subsidiary of Pirelli RE, the largest listed real estate company in Italy based on market capitalisation at the date of this admission document. The Company will have an experienced Board of five directors, chaired by John Duggan, three of whom are independent. Initially, the Company’s only asset will be its direct 100% ownership of the Units of an Italian closed-end real estate fund authorised and regulated by the Bank of Italy (the ‘‘Fund’’) and managed, as of Admission, by Pirelli & C. Real Estate Società di Gestione del Risparmio S.p.A. (‘‘Pirelli RE SGR’’ or the ‘‘Fund Manager’’), a wholly owned subsidiary of Pirelli RE. The Company will monitor the performance of the Fund Manager in executing the investment strategy as described in Part II and in managing the Fund’s investment and development properties and will approve the acquisition, redevelopment or disposal of individual properties or portfolios. The Fund The Fund invests in the Italian industrial real estate market, with a particular focus on the light industrial and logistics sectors, through the acquisition of real estate portfolios as well as the construction, development and redevelopment of real estate assets. At Admission, the Fund will own a portfolio of 424 properties (the ‘‘Initial Portfolio’’). In addition, the Fund Manager, on behalf of the Fund, has entered into a binding agreement, subject to Admission, to acquire 25 real estate assets (the ‘‘Additional Portfolio’’, and together with the Initial Portfolio, the ‘‘Portfolio’’) for A205.2 million from affiliated entities of the Company’s current shareholders. These assets are also currently managed by Pirelli RE and certain of its specialised real estate service company subsidiaries. A majority of the Portfolio will consist of income producing and conversion properties, as described in paragraph 1 of Part IV of this admission document, with long term quality tenants and with two properties being well positioned development projects. 2. COMPETITIVE STRENGTHS The Company believes that it is well positioned to take advantage of its principal competitive strengths, including: • One of the largest portfolios in the Italian industrial real estate sector with a large proportion of long term high quality tenants, an attractive asset base that provides a stable source of rental revenues and potential upside through refurbishment, redevelopment or reconversion opportunities at the end of the lease period. • Pirelli RE, the parent company of the Fund Manager and the Corporate Manager, is, at the date of this admission document, the largest real estate company in Italy based on market capitalisation with a proven track record in managing Italian real estate funds. • The Fund Manager has significant local market knowledge and access to future opportunities. 14 • The Fund is managed by an experienced management team. • The incentive arrangement in favour of Pirelli RE Netherlands B.V. will align the interests of Pirelli RE and its subsidiaries (‘‘Pirelli RE Group’’) with those of the holders of Ordinary Shares (the ‘‘Shareholders’’). 3. INVESTMENT STRATEGY The key elements of the Company’s investment strategy include: • Enhance rental and capital growth through active portfolio management of the Fund’s income producing assets, including by way of refurbishment, redevelopment or reconversion activities at the end of the lease period. • Achieve value-added capital appreciation by pursuing selected development opportunities in the Italian light industrial and logistics real estate sector. • Pursue a disciplined acquisition strategy focused on income producing properties in the Italian light industrial and logistics real estate sector. • Maintain a strong balance sheet through the use of appropriate financing strategies and debt levels. 4. PORTFOLIO The real estate assets included in the Portfolio are all located in Italy and, in the majority, consist of income producing rental properties with long term quality tenants. The Portfolio also includes conversion properties and two well positioned development projects. The Fund’s Initial Portfolio consists of 423 income producing real estate assets with an annual passing rent as of 30 June 2006 of approximately A28.2 million comprising approximately 646,000 sqm of surface area and Eastgate Park, a development project, comprising approximately 381,000 sqm of surface area. The total 424 real estate assets were valued as of 30 June 2006 at A473.7 million based on the CBRE Valuation Report. The Fund Manager, on behalf of the Fund, has entered into a binding agreement, subject to Admission, for the acquisition of the Additional Portfolio, which consists of 25 properties, comprising approximately 246,500 sqm of surface area, for a purchase price of approximately A205.2 million. The Additional Portfolio with annual passing rent of approximately A12.6 million was valued as of 30 June 2006 at approximately A205.2 million based on the CBRE Valuation Report. 5. USE OF PROCEEDS AND FINANCING The Company expects the net proceeds from this Offer payable to the Company, after deducting underwriting commissions and estimated offering expenses, to be approximately A242.5 million. The net proceeds, together with the resources available to the Fund under its new borrowing facilities, as described in paragraph 8 of Part II (the ‘‘New Medium Term Facilities’’), will be used to finance the acquisition by the Fund of the Additional Portfolio, to refinance and pay down existing debt and financing costs on the Portfolio, to finance capital expenditures and the completion of the Fund’s development projects, to make further acquisitions by the Fund in the near term and for general corporate purposes. 6. DIVIDENDS AND DIVIDEND POLICY The Company expects to pay dividends twice yearly, once on an interim and once on a final basis, representing in the aggregate 100% of the profits available for distribution to the extent permitted by Dutch law in any given year. There can be no guarantee as to the amount of any dividend payable by the Company. To the extent that opportunities exist that the Company believes are consistent with its investment criteria, it may reinvest any proceeds received, net of any gains, following the sale of assets held by the Company or the Fund. It is expected that the first dividend distribution will take place on or around April 2007 on the basis of the results as of 31 December 2006 (subject to profits being available for distribution). 15 7. RISK FACTORS Risk relating to the Company • The Company was recently formed and there can be no assurance that it will achieve its investment objectives or be able to pay dividends and the value of the Ordinary Shares could decline, perhaps substantially. • An investment in the Company is not a direct investment in the Fund, which is managed by the Fund Manager pursuant to very broad investment guidelines. The Company and its representatives on the Fund Advisory Committee do not control the day-to-day decisions, management and operations of the Fund. • The Company is not prohibited from engaging in other activities outside of the Fund or outside Italy or from selling interests in the Fund. • The compensation structure of the Fund Manager and the Corporate Manager may encourage the Fund Manager to seek to invest in higher priced acquisitions. • The incentive arrangement to which Pirelli RE Netherlands B.V. is entitled may encourage the Fund Manager to seek to invest in riskier investments. • The Company may be unable to meet its dividend payment objectives. • The Corporate Manager is a newly established company and, initially, may not be fully equipped to provide the Company with the necessary services. • Changes in tax laws or their interpretation could affect the Company’s financial condition or prospects and the level of dividends that the Company is able to pay. • Changes to the tax residency of the Company could adversely affect the Company’s financial and operating results. Risks relating to the Fund and its Business • The Fund’s real estate investments are currently located only in Italy and are concentrated in the light industrial and logistics real estate sectors, making the Fund, and accordingly the Company, more vulnerable to the performance of the Italian real estate market and economy and to cyclical or sustained downturns in the light industrial and logistics sectors. • Tenant concentration risk and tenant credit status risk may adversely affect the Fund and, accordingly, the Company. • There are potential conflicts of interest between Pirelli RE and its affiliates and the Fund and the Company resulting from common ownership interests and directorships with Telecom Italia, the Fund’s largest tenant. • A majority of the Fund’s properties in the Telecom Italia portfolio are designed for specific use in the telecommunications industry. If the Fund were to lose Telecom Italia as a tenant, it may be difficult or impossible to find another tenant able to lease these properties for this use and the Fund may be unable to convert these properties to another profitable use. • The Fund may be subject to increases in operating and other expenses and a mismatch between revenues and required expenditures, which could have an adverse effect on the profitability and cashflows of the Fund and, accordingly, the Company and the Company’s ability to make distributions to its Shareholders. • Increases in local property taxes may have a negative impact on the profitability and financial condition of the Fund and, accordingly, the Company. • The Fund may be subject to disputes or litigation following the disposal of investments in properties. • The Fund could incur costs bringing its properties into compliance with applicable Italian laws and regulations, including zoning, building, fire prevention, environmental and health and safety regulations. 16 • The Fund Manager may not be successful in obtaining approval to re-zone or in completing the construction and subsequent sale or lease of its conversion properties and development projects, on schedule or within budget. Risks relating to the Fund Manager and Pirelli RE Group • The Fund’s performance is dependent on the Fund Manager. • Pirelli RE Group, the Fund Manager and their affiliates are not prohibited from investing directly in assets or development projects outside the Fund in the light industrial and logistics real estate sectors if the Fund declines an investment opportunity pursuant to the arrangement described in paragraph 4.2 of Part III of this admission document or if a member of Pirelli RE Group no longer acts as Fund Manager and, as a result, conflicts of interest could arise. • Personnel of the Fund Manager are not precluded from spending a portion of their time involved in the management of other funds managed by Pirelli RE Group, which could have an adverse affect on the Fund. • The Fund Manager’s investment strategies may not achieve the Fund’s investment objectives. • The ability of the Fund Manager to generate desired returns on behalf of the Fund and, accordingly, the Company, will also depend on its ability to identify, evaluate and acquire suitable properties, to lease the Fund’s properties to appropriate tenants on satisfactory terms and to dispose of properties on profitable terms. • The Fund’s performance is dependent on certain key personnel of the Fund Manager and the loss of one or more of these individuals could adversely affect the Fund Manager’s ability to manage the Fund and have a negative impact on the growth, results of operations and financial condition of the Fund and, accordingly, the Company. Risks relating to the Company’s Governance and significant indirect shareholders • The Company’s existing indirect shareholders will continue to have significant influence over the Company after the Offer. • The Fund and the Company have entered into a number of related party transactions with affiliates of the Company’s significant indirect shareholders and may do so in the future, possibly on terms that other Shareholders may not consider to be in their best interests. Risks relating to investing in real estate • Property valuation is inherently subjective and uncertain. • Real estate investments are relatively illiquid. • The Company and the Fund may suffer material losses in excess of insurance proceeds. • The Company and the Fund may incur environmental liabilities. Risks relating to Borrowings • The Company may borrow, and the Fund intends to borrow, to finance future growth; the borrowings of the Fund will not in the aggregate exceed the sum of 60% of the value of its real estate properties and 20% of the value of its other assets; the consolidated borrowings of the Company may not exceed 90% of the value of the aggregate consolidated assets of the Company and its subsidiaries. • The structure and specific provisions of any financing arrangements could give rise to additional risks of default and the inability to refinance existing debt and the Company and the Fund could be forced to sell their properties. • The Company and the Fund may be subject to risks associated with increasing interest rates. Risks relating to financial and other information • This admission document includes financial statements and financial information for Investors to evaluate when making their decision whether to invest in the Ordinary Shares. 17 • The Historical Combined Financial Information, Pro Forma Financial Information and annualised financial information included herein (including, without limitation, annual passing rent and property tax) have not been prepared in accordance with published guidelines of the US Securities and Exchange Commission or the American Institute of Certified Public Accountants. • The Company’s accounting and corporate disclosure standards may differ from those in other jurisdictions. Risks relating to the Offer and the Ordinary Shares • Investments in securities traded on AIM involve a higher degree of risk and can be less liquid than shares listed on the Official List in the UK. • No market currently exists for the Ordinary Shares; the Company cannot assure that an active trading market will develop for the Ordinary Shares. • The market price of the Ordinary Shares may fluctuate widely in response to different factors. • The Company will be treated as a passive foreign investment company for U.S. federal income tax purposes. • The assets of the Company could be deemed ‘‘Plan assets’’ that are subject to the requirements of ERISA or Section 4975 of the Internal Revenue Code of the U.S. • Fluctuations in the value of the Euro could have a significant impact on the amount of the Company’s dividends and the trading prices of the Ordinary Shares in other currencies. • The Ordinary Shares are subject to restrictions on transfer. • The Company does not intend to create a public market in the United States for resales of the Ordinary Shares. • Investors’ rights as Shareholders will be governed by Dutch law, which differs in material respects from the right of shareholders under the laws of other jurisdictions, including the United Kingdom and the United States. • It may not be possible for Investors to effect service of legal process or enforce judgements of courts outside of The Netherlands or bring actions based on securities laws of jurisdictions other than The Netherlands against the Company or its Directors. 8. MANAGEMENT The Company’s Directors are: • John Duggan — Chairman • Roy Dantzic • Olivier de Poulpiquet • Richard S. Mully • Gualtiero Tamburini The independent Directors are John Duggan, Roy Dantzic and Gualtiero Tamburini. 9. DESCRIPTION OF OFFER The Company is issuing 20,480,000 Offer Shares and Moabar is offering 3,482,480 Offer Shares by way of the Offer to certain institutional and professional investors in the UK and elsewhere outside the US, in reliance of Regulation S under the Securities Act, and to QIBs in the US in reliance on Rule 144A under the Securities Act. The minimum amount for which a subscription of Offer Shares may be made is A50,000. Pursuant to the Offer, the Company expects to receive net proceeds (after underwriting commissions and estimated offering expenses) of approximately A242.5 million from the subscription of new Offer Shares and Moabar expects to receive net proceeds (after underwriting commissions and estimated offering expenses and assuming no exercise of the Over-allotment Option) of approximately A42.4 million from the 18 sale of the Existing Ordinary Shares. The Company will not receive any proceeds from the sale of the Existing Ordinary Shares to be sold by Moabar. In connection with the Offer and subject to and conditional upon (i) the Offer Price not being less than A14 and (ii) Pirelli RE Netherlands B.V.’s holding in the Company being diluted to not less than 10%, after giving effect to the Over-allotment Option, Moabar and Pirelli RE Netherlands B.V. have granted Deutsche Bank, on behalf of the Underwriters, the Over-allotment Option exercisable at any time up to 30 days after the announcement of the Offer Price, which will require them to sell in aggregate up to 5% of the total number of Ordinary Shares in the Company immediately after Admission at the Offer Price to cover over-allotments (if any) made in connection with the Offer and to cover short positions resulting from stabilisation transactions. Assuming no exercise of the Over-allotment Option, the Offer Shares will represent approximately 78.6% of the enlarged share capital of the Company at Admission. The Offer is conditional upon Admission becoming effective and on the Underwriting Agreement becoming unconditional and not having been terminated in accordance with its terms. It is expected that Admission will take place and unconditional dealings in the Ordinary Shares will commence on AIM at 8.00 a.m. (London time) on 18 October 2006. Prior to Admission, it is expected that dealings in the Ordinary Shares will commence on a conditional basis on 13 October 2006. These dates and times may be changed. The offering of the Ordinary Shares has not been registered with the CONSOB (the Italian Securities Exchange Commission) nor with the Bank of Italy pursuant to Italian securities legislation and, accordingly, no Ordinary Shares may be offered, sold or delivered, nor may copies of this admission document or of any other document relating to the Ordinary Shares be distributed in the Republic of Italy other than to Italian Qualified Investors (see ‘‘Notice to Prospective Investors in Italy’’ on page 4 of this document). Certain selling restrictions also apply to the Offer. In addition, after Admission, owing to certain regulatory restrictions arising in connection with the Company’s investment in the Fund as more particularly described in paragraph 17 of Part II, Non-Qualifying Shareholders (as defined in Part I) are not permitted to invest in the Ordinary Shares. If any Ordinary Share is acquired or held by or on behalf of a Non-Qualifying Shareholder, the voting rights attaching to such Ordinary Shares shall be suspended and the holder of such Ordinary Share shall have no right to attend any general meetings of the Company. In addition, the Board has the power under the Articles of Association to effect the sale and transfer of the relevant Ordinary Share to a designated transferee on behalf of the Non-Qualifying Shareholder. Similar restrictions and compulsory transfer provisions apply to Depository Interests held by persons who would be Non-Qualifying Shareholders if they held Ordinary Shares directly. 10. LOCK-UP ARRANGEMENTS Each of the Company, Pirelli RE Netherlands B.V. and Moabar B.V. have agreed not to issue, sell, grant options over or dispose of Ordinary Shares for designated lock-up periods. Further details of these lock-up arrangements are set out in paragraph 15 of Part II of this document. 19 PART I RISK FACTORS Prospective Investors should consider carefully the risk factors described below, together with all the other information set out in this document, including the Historical Combined Financial Information of the Group and Pro Forma Financial Information included in Parts VI and VII of this admission document, and their own circumstances, before making a decision to subscribe for or purchase the Ordinary Shares. The investment offered in this document may not be suitable for all of its recipients. An investment in the Ordinary Shares is only suitable for Investors who are capable of evaluating the risks and merits of such investment and who have sufficient resources to bear any loss that might result from such investment. Should any of the following events or circumstances occur, the Company’s and/or the Fund’s business, financial condition and results of operations could be materially adversely affected. In such circumstances, the market price of the Ordinary Shares could decline and Investors could lose all or part of the value of their investment. If prospective Investors are in any doubt about the action they should take, they should consult a professional adviser who specialises in advising on the acquisition of shares and other securities. An investment in the Company is subject to a number of risk factors, in part because of the structure of the Company and the Fund and in part because of the nature of the property business and the geographical location in which the Company and the Fund invest. There may be additional risks that the Company does not currently consider to be material or of which it is not aware that may also have an adverse effect upon the Company, the Fund and the Ordinary Shares. Prospective Investors should be aware that the value of the Ordinary Shares and any income from them could decrease materially and that they may not realise their initial investment. RISKS RELATING TO THE COMPANY The Company was recently formed and there can be no assurance that it will achieve its investment objectives or be able to pay dividends and the value of the Ordinary Shares could decline, perhaps substantially The Company was incorporated on 22 November 2005 to invest in real estate businesses, companies and funds. Initially, the Company’s only asset is its direct 100% ownership interest in the Units of the Fund, which at the time of Admission will hold only the Initial Portfolio. The Fund will acquire the Additional Portfolio only upon completion of the Offer. As a result, the Company has a limited operating history, and has not operated as a consolidated public company prior to this Offer. Therefore, it is difficult to evaluate the Company’s future prospects and an investment in the Ordinary Shares. The Company is subject to all of the business risks and uncertainties associated with any new business, including the risk that it will not achieve its investment objectives or be able to pay dividends and that the value of the Ordinary Shares could decline, perhaps substantially. The results of the Company’s operations will depend on many factors, including all of the risks identified in this Part I—‘‘Risk Factors’’. An investment in the Company is not a direct investment in the Fund, which is managed by the Fund Manager pursuant to very broad investment guidelines. The Company and its representatives on the Fund Advisory Committee do not control the day-to-day decisions, management and operations of the Fund An investment in the Company is not a direct investment in the Fund. The Fund Manager manages the Fund in accordance with the business plan of the Fund annually approved by the Fund Advisory Committee. While the Company, through its representatives on the Fund Advisory Committee, will approve the annual business plan of the Fund and any material amendments thereto, the Fund Advisory Committee and the Directors will not control the day-to-day decisions, management and operations of the Fund. Furthermore, the Unitholders cannot make changes to the Fund Rules unless such changes are first proposed by the Fund Manager. In addition, in conducting periodic reviews, the Directors will rely primarily on information provided to them by the Fund Manager. Poor performance or management decisions by the Fund Manager could have a material adverse effect on the Fund and consequently on the Company’s results of operations and financial condition. The Company is not prohibited from engaging in other activities outside of the Fund or outside Italy or from selling interests in the Fund The Company may engage in other activities outside of the Fund and may make additional investments outside of the Fund, including investments both within and outside Italy. These investments would be subject to many of the risks described herein, as well as other risks specific to such investment. In 20 particular, the Company may not have the benefit of the experience of Pirelli RE Group or the tax regime associated with the Fund if such investments are made outside the Fund. Some of these investments could be made in sectors and areas where they directly compete with other investments of the Fund Manager and other members of Pirelli RE Group, which could result in conflicts of interest. If these investments are made outside Italy, they would be subject to risks related to international investments, including political, economic, regulatory, legal and foreign exchange rate risks associated with the countries where these investments are made. In addition, the Company’s experience of investing in Italian logistics and light industrial real estate may not be transferable to any such investments in different sectors and countries. Moreover, the Company is not prohibited from selling all or a portion of its interests in the Fund, which would dilute the Company’s cash flow from the Fund and reduce the Company’s influence as a Unitholder of the Fund and its right to appoint members of the Fund Advisory Committee. There can be no guarantee that any such investments or activities will be successful and will not have an adverse impact on the Company and its results of operations and financial condition. The compensation structure of the Fund Manager and the Corporate Manager may encourage the Fund Manager to seek to invest in higher priced acquisitions The Fund Manager receives a fund management fee calculated on the basis of the acquisition costs of the Fund’s real estate assets, excluding cash, as summarised in paragraph 5.3 of Part III of this admission document. As a result, the opportunity to earn the fund management fee may provide an incentive for the Fund Manager to pursue higher priced acquisitions in order to increase its fund management fee, even if such acquisitions may not be in the best interests of the Company as Unitholder of the Fund. The incentive arrangement to which Pirelli RE Netherlands B.V. is entitled may encourage the Fund Manager to seek to invest in riskier investments Pirelli RE Netherlands B.V., an affiliate of the Fund Manager, is entitled to an incentive arrangement, as summarised in paragraph 16 of Part II of this admission document. In evaluating investments and other management strategies, the opportunity to earn the incentive arrangement may result in the Fund Manager recommending and pursuing riskier investments. The Company may be unable to meet its dividend payment objectives All dividends or other distributions will be made at the discretion of the Directors. The payment of any initial dividend and the achievement of any future dividend payments or increases in payments will depend upon a number of factors, including the operating results and financial condition of the Fund and, accordingly, the Company, the successful management of the Fund’s existing properties, the availability of alternative investment and acquisition opportunities, the yields on properties, interest costs, the performance of leases and vacancy rates, profits on the sale of properties, legal and regulatory restrictions, the ability of the Fund to make distributions to the Company (which may be limited by debt instruments to which the Fund is a party), and such other factors as the Directors may deem relevant from time to time. The Company’s ability to pay dividends may also be restricted as a matter of applicable law or regulation, including to the extent that profits of the Company are unavailable for distribution or that proposed dividends are not covered by income from underlying investments in the relevant period. There is no guarantee that any dividends will be paid or dividend growth will be achieved. The Corporate Manager is a newly established company and, initially, may not be fully equipped to provide the Company with the necessary services The Company is a holding company and upon and following Admission will have no employees; accordingly the Company will depend on the Corporate Manager to provide the Company with administrative, budgeting, corporate, legal, secretarial and investor relations services. The Corporate Manager is itself a newly established company and therefore may not itself be suitably equipped initially to provide the Company with such services with effect from Admission. Until such time as the Corporate Manager is suitably equipped, Pirelli RE Group has undertaken to assist it in the provision of such services. The failure of the Corporate Manager to provide the full range of corporate management services to the Company may impede the ability of the Directors to comply with their reporting requirements and other obligations under the AIM Rules, and may have a negative impact on the Company’s financial condition. 21 Changes in tax laws or their interpretation could affect the Company’s financial condition or prospects and the level of dividends that the Company is able to pay Relief from taxation available to the Company and the Fund in Italy, The Netherlands and other jurisdictions is not certain and could change. An advance tax confirmation has been obtained in The Netherlands with respect to the transparency of the Fund for Dutch corporate income tax purposes. The Company did not obtain a ruling or any other confirmation from the tax authorities relating to the tax position of the Fund and the Company in Italy or any other jurisdiction. Accordingly, if the tax authorities in these or any other jurisdiction affecting the Company or the Fund were to interpret the relevant tax laws differently than the Company or disagree with the Company’s assumptions and/or interpretation, the Company and the Fund could be subject to taxation in those jurisdictions, which would reduce the cash available for distribution to Shareholders. In addition, the tax laws in these jurisdictions could change in the future. Such changes could affect the value of the investments held by the Company or affect the ability of the Fund and the Company to achieve their investment objectives or alter the post-tax returns to Shareholders. Any taxation relief referred to in this document as being available or potentially available to Shareholders is what the Company believes is currently available, or potentially available, and its availability depends on the individual circumstances of Shareholders. In addition, if the Company were treated as having a permanent establishment, or as otherwise being engaged in a trade or business, in any country in which it invests or in which its investments are managed, income attributable to or effectively connected with such permanent establishment or trade or business may be subject to tax. Changes to the tax residency of the Company could adversely affect the Company’s financial and operating results In order to maintain its non-UK tax resident status, the Company is required to be controlled and managed outside the United Kingdom. The composition of the Board, the place of residence of the Board’s individual members and the location(s) in which the Board makes decisions will be important in determining and maintaining the non-UK tax residence status of the Company. While the Company is organised in The Netherlands and a majority of the Directors currently are non-UK residents, the Company must ensure that major decisions are not made in the United Kingdom to retain its non-UK tax resident status. Management errors in this regard could potentially lead to the Company being considered a UK tax resident, with the consequent application of a less favourable tax regime, which would reduce the amount of cash available for distributions to Shareholders. RISKS RELATING TO THE FUND AND ITS BUSINESS The Fund’s real estate investments are currently located only in Italy and are concentrated in the light industrial and logistics real estate sectors, making the Fund and, accordingly, the Company more vulnerable to the performance of the Italian real estate market and economy and to cyclical or sustained downturns in the light industrial and logistics sectors The Fund’s investment portfolio will initially consist only of real estate assets in Italy, predominantly in the light industrial and logistics real estate sectors. Accordingly, the Fund’s performance may be significantly affected by events beyond its control affecting Italy, such as a general downturn in the Italian real estate market or economy, changes in Italian regulatory requirements and applicable laws (including in relation to taxation and planning) and Italian interest and inflation rate fluctuations. Within the Italian real estate market, the Fund invests predominantly in properties in the light industrial and logistics real estate sectors. As a result, the performance of the Fund and, accordingly, the Company, is closely linked to events that negatively impact the light industrial and logistics industries in Italy. Real estate in general, including the light industrial and logistics real estate sectors, is prone to significant cyclical fluctuations and sustained downturns, which would reduce the demand for the Fund’s properties, the amount of rental payments received from the Fund’s properties and the value of the Fund’s properties upon sale and, consequently, could have an adverse impact on the Company’s ability to pay dividends and on the price of the Ordinary Shares. Tenant concentration risk and tenant credit status risk may adversely affect the Fund and, accordingly, the Company The Fund’s largest tenant, Telecom Italia S.p.A. (‘‘Telecom Italia’’) will, upon the acquisition of the Additional Portfolio, account for approximately 59.2% of the Fund’s total annual passing rent and, together with the Fund’s next two largest tenants, Prada S.p.A. (‘‘Prada’’) and Enel S.p.A. and its affiliates 22 (‘‘Enel Group’’), will collectively account for approximately 83.6% of the Fund’s total annual passing rent. Should Telecom Italia, Prada or Enel Group encounter financial difficulties in Italy or elsewhere (either due to the general economy or to industry or company-specific issues) or otherwise decide to scale back their operations or terminate their leases at the Fund’s properties, the Fund would lose a significant portion of its rental income, which would have a material adverse effect on the results of operations and financial position of the Fund and, accordingly, the Company. The Fund may also bear the risk of significant exposure to other tenants as a result of future acquisitions. No material changes have been observed in respect of the credit status of the Fund’s major tenants. One of the tenants (the ‘‘Tenant’’), who currently leases one property at a yearly rent of approximately A1.2 million has an outstanding debt under the relevant lease agreement amounting to (i) 40% of the rent due for the April-June 2006 quarter and (ii) 100% of the rent due for the July-September 2006 quarter. Twelve monthly instalments of rent are supported by a first-demand bank guarantee, limiting the risk to the Fund. The building, which is entirely let to the Tenant, is not fully used by the Tenant. The Company believes the asset is suitable for multi-tenant use and consequently is evaluating the possibility of dividing the property so as to lease part of the property to third parties and subsequently reducing the rent due by the Tenant. There are potential conflicts of interest between Pirelli RE and its affiliates and the Fund and the Company resulting from common ownership interests and directorships with Telecom Italia, the Fund’s largest tenant Pirelli & C. S.p.A., which controls Pirelli RE and, indirectly, the Fund Manager and the Corporate Manager, owns an approximately 18% indirect interest in Telecom Italia. In addition, three of the directors of Pirelli & C. S.p.A, including Mr Carlo Alessandro Puri Negri, the Chief Executive Officer and Deputy Chairman of Pirelli RE, are members of the board of directors of Telecom Italia. Telecom Italia is the Fund’s largest tenant, which will, upon acquisition by the Fund of the Additional Portfolio, account for approximately 59.2% of the Fund’s total annual passing rent. As a result, there may be conflicts of interest between Pirelli RE and its affiliates and the Company as Unitholder of the Fund, and there can be no assurance that the terms of any past or future transactions involving Telecom Italia have been or will be on terms as favourable as could be obtained with an unaffiliated third party. A majority of the Fund’s properties in the Telecom Italia portfolio are designed for specific use in the telecommunications industry. If the Fund were to lose Telecom Italia as a tenant, it may be difficult or impossible to find another tenant able to lease these properties for this use and the Fund may be unable to convert these properties to another profitable use Approximately 420 of the properties in the Telecom Italia portfolio, representing approximately 55.3% of the open market value of the Fund’s total assets with effect from the acquisition of the Additional Portfolio based on the CBRE Valuation Report as of 30 June 2006, are designed for use for ‘‘Telephone exchange/ Related services’’ (see Part IV of this document for a more detailed description of the Telecom Italia portfolio). This type of use is specific to the telecommunications industry and, if the Fund were to lose Telecom Italia as the tenant at these properties, it may be difficult for the Fund Manager to locate a similar tenant for whom this use would be applicable. There may be limited profitable uses for these properties in the event the Fund were to lose Telecom Italia as the tenant at these properties. The type of use associated with such properties is based on provisions in general regulatory plans, use restrictions imposed by local authorities and the original building titles that formed the basis for the properties’ construction. Any use of such properties for purposes other than that indicated in the regulatory plans (such as for business or office use) must be preceded by certain procedures to effect a change in the use designation of such properties and, in some cases, a change by local authorities in the zoning laws and the general regulatory plan applicable to such properties. There is no certainty that, if sought, such changes would be obtained. Moreover, the Fund may be required to incur significant costs in converting such properties to another use. If the costs associated with the conversion do not result in a corresponding increase in the value of the properties, the value and profitability of the Fund and, accordingly, the Company, could be negatively affected. Technical and administrative difficulties could arise from the conversion of such properties, and any redevelopment of the properties could require the Fund to pay significant urbanisation charges. As a result, if the Fund were to lose Telecom Italia as the tenant at its specific use properties and were unable to find another tenant to whom to lease these properties for their intended use or a buyer for such properties, the results of operations and financial condition of the Fund and, accordingly, the Company could be adversely affected. 23 The Fund may be subject to increases in operating and other expenses and a mismatch between revenues and required expenditures, which could have an adverse effect on the profitability and cashflows of the Fund and, accordingly, the Company and the Company’s ability to make distributions to its Shareholders The general costs of the Fund, including the costs and expenses of the acquisition, management, financing and sale of the properties held by the Fund (including fees due to the Service Providers), auditing and legal expenses, taxes and insurance are paid directly by the Fund and are not included in the Fund Manager’s fees. The Fund’s operating and other expenses could increase without a corresponding increase in turnover or tenant reimbursements of operating and other costs. Factors that could increase operating and other expenses include: (a) increases in property taxes and other statutory charges; (b) changes in laws, regulations or government policies (including those relating to health, safety and the environment) that increase the costs of compliance with such laws, regulations or policies; (c) increases in insurance premiums; (d) unforeseen increases in the costs of maintaining properties; and (e) unforeseen capital expenditure arising from defects affecting the properties, failure to perform by sub-contractors or increases in operating costs. Such increases at the Fund level could have a material adverse effect on the profitability of the Fund and, accordingly, the Company and the Company’s ability to make distributions to its Shareholders. In addition, the costs of operating the Fund’s properties, construction and other costs of upgrading and developing the Fund’s properties may exceed original cost estimates due to increased costs of materials, land, labour or other costs, making operation, refurbishment, reconversion, redevelopment or development of properties uneconomical or less profitable than anticipated when the properties were acquired, which could have an adverse effect on the results of the Fund and the value of its properties and, accordingly, the Company. The Fund’s earnings and cashflows, and therefore the Company’s earnings and cashflows, may be adversely affected to the extent that the rental payments received from the Fund’s tenants are mismatched against the Fund’s required expenditures and fees. Increases in local property taxes may have a negative impact on the profitability and financial condition of the Fund and, accordingly, the Company Local property taxes (ICI—Imposta comunale sugli immobili) imposed on the Fund’s real estate properties may rise as a result of the ability of local town councils to increase the stipulated values of properties set forth in the land registry (rendite catastali), which are used to calculate the relevant property tax for such properties, or from an increase in the applicable tax rate. Increases in local property taxes may also be caused by: (i) re-registration of a property with the relevant land registry upon completion of the redevelopment of such property, if such redevelopment resulted in the complete or partial transformation of such property; (ii) filing of amnesty (condono) for infringement of local building regulations with regards to a property; and (iii) an update of the land registry documents in order to more accurately reflect the current circumstances of the property. Increases in local property tax rates could negatively affect the profitability of the Fund and, accordingly, the Company, if the Fund is unable to offset this through rent increases. The Fund may be subject to disputes or litigation following the disposal of investments in properties The Fund may be required to give representations, warranties and indemnities with respect to investments it may sell. The Fund may become involved in disputes or litigation concerning such representations, warranties and indemnities and to pay damages if such representations, warranties and indemnities are untrue or breached. Any such payments could have an adverse impact on the ability of the Fund to make distributions to the Company and, in turn, the Company’s ability to pay dividends. Moreover, there can be no assurance that the Fund will have sufficient cash available to make any such payments. 24 The Fund could incur costs bringing its properties into compliance with applicable Italian laws and regulations, including zoning, building, fire prevention, environmental and health and safety regulations The Fund may be required to bring its properties (and any future properties it may acquire) into compliance with applicable Italian laws and regulations, including zoning, building, fire prevention, environmental and health and safety regulations applicable to real estate properties. The costs of compliance with such laws and regulations and the potential liability associated with any lack of compliance with such laws and regulations could negatively influence the profitability of the Fund. The Fund Manager may not be successful in obtaining approval to re-zone or in completing the construction and subsequent sale or lease of its conversion properties and development projects, on schedule or within budget The Fund Manager may not be successful in obtaining approval to re-zone its conversion properties and sell such properties or to complete the construction and subsequent sale or lease of development projects on schedule or within budget. The Fund Manager may encounter delays or refusals in obtaining all necessary zoning, land use, building, occupancy and other required governmental permits and authorisations. If the Fund Manager is unable to obtain approval to re-zone or complete construction or the subsequent rental or sale of its conversion properties and development projects on schedule or within budget, the growth, results of operations and financial condition of the Fund and the Company could be negatively affected. RISKS RELATING TO THE FUND MANAGER AND PIRELLI RE GROUP The Fund’s performance is dependent on the Fund Manager The Fund will rely solely on the Fund Manager for the day-to-day management of the Fund and its property portfolio, and to evaluate potential acquisition opportunities and recommend and implement the Fund’s investment objectives and policies. As a result, the Fund’s performance and the Company’s return on its investment in the Units of the Fund will be significantly dependent on the success and ability of the Fund Manager. Relationships with the tenants of the Fund’s properties may also be significantly influenced by the Fund Manager. The Fund Manager is a subsidiary of Pirelli RE. The Fund Manager has the right to resign its appointment after 29 December 2008, as described in paragraph 5.4 of Part III of this admission document. If the Fund Manager resigns its appointment, the Fund is subject to the risk that no suitable replacement will be found during the notice period, or at all, which could result in the winding up of the Fund. In addition, if the Fund Manager were to resign or be removed from its appointment, and no other member of Pirelli RE Group is employed in such capacity, Pirelli RE Group could compete with the Fund for investment opportunities in the Italian light industrial and logistics real estate sectors, free of the right of first offer provisions described in paragraph 4.2 of Part III of this admission document. This could have a material adverse effect on the Fund’s future growth and its ability to identify and complete acquisitions. Pirelli RE Group, the Fund Manager and their affiliates are not prohibited from investing directly in assets or development projects outside the Fund in the light industrial and logistics real estate sectors if the Fund declines an investment opportunity pursuant to the arrangement described in paragraph 4.2 of Part III of this admission document or if a member of Pirelli RE Group no longer acts as Fund Manager and, as a result, conflicts of interest could arise Pirelli RE Group currently manages nine other Italian real estate funds, two of which have invested in industrial assets of Telecom Italia, and has significant other real estate investments outside of the Fund. Pirelli RE has agreed with the Company that, for so long as (i) a member of Pirelli RE Group acts as fund manager and (ii) not less than 51% of the Units are owned, directly or indirectly, by the Company, any investment opportunity that is available to Pirelli RE or its affiliates to acquire real estate assets, real estate portfolios or development projects located primarily in Italy (i.e., the non-land gross square meters surface of the portfolio located in Italy accounts for at least 51% of the total Portfolio surface) in respect of which the majority use is industrial, logistical, craft, warehousing, archive, laboratory or technical facilities or any combination thereof and where the vendor intends to fully dispose of the relevant assets without retaining any direct or indirect equity interest therein (it being understood that, for the avoidance of doubt, sale and leaseback transactions and vendor financed dispositions are not and shall not be deemed to be opportunities where the vendor retains a direct or indirect equity interest therein) shall be offered by Pirelli RE first to the Fund Manager to determine (having consulted with the Fund Advisory Committee) whether such opportunities should be pursued on behalf of the Fund and allowed the time period and 25 procedures set forth in the Deed of Undertaking to occur before any other member of Pirelli RE Group (for its own account or for the account of any real estate fund managed by it) may pursue such investment opportunity. If the Fund Advisory Committee does not approve, or fails to approve, an investment opportunity, it may be pursued by other members of Pirelli RE Group. The agreement does not limit the ability of any member of Pirelli RE Group to provide services to, or to manage (also as fund management company), companies or funds investing in industrial assets provided that Pirelli RE shall cause its affiliates managing real estate funds to comply with the right of the first refusal in favour of the Fund. The ability of the Fund to pursue investment opportunities when they are offered to the Fund Manager by Pirelli RE Group may be constrained by a number of factors, including insufficiency of cash, lack of borrowing capacity or other capital resources. Personnel of the Fund Manager are not precluded from spending a portion of their time involved in the management of other funds managed by Pirelli RE Group, which could have an adverse affect on the Fund Some of the Fund Manager’s directors, officers and employees involved in the management of the Fund are also involved in the management of other funds managed by Pirelli RE Group. These persons may allocate their attention to these other funds and may engage in other business activities for Pirelli RE Group, which would reduce the time that they spend managing the Fund’s investments and could have an adverse effect on the Fund. In addition, if the Fund declines an investment opportunity pursuant to the arrangement described in paragraph 4.2 of Part III of this admission document, then members of the Fund’s management team are permitted to provide asset management services to companies or real estate funds owned or managed by Pirelli RE Group in respect of such opportunity. The team’s decision to spend time on other activities besides the management of the Fund’s investments could be influenced by a variety of factors, including the compensation structures of other funds and activities of Pirelli RE Group as compared to that of the Fund and the performance of the various vehicles. The Fund Manager’s investment strategies may not achieve the Fund’s investment objectives No assurance can be given that the strategies recommended or used by the Fund Manager to achieve the Fund’s investment objectives will be successful under all or any market conditions. The strategies recommended or employed by the Fund Manager may be modified and altered from time to time, so it is possible that the strategies used by the Fund Manager to achieve the Fund’s investment objectives and policies in the future may be different from those historically used by the Fund Manager and its affiliates or presently expected to be used. Investors in this Offer are not acquiring an interest in any of the Fund Manager’s other managed funds. The past performance of the Fund Manager and its affiliates should not be construed as an indication of the future performance of the Fund and, accordingly, the Company or the Ordinary Shares. There can be no guarantee that the Fund will have the same opportunities to invest in assets that generate similar returns as those received by the other funds managed by the Fund Manager. Further, differences between the structure, term and investment objectives and policies of the Fund and the other funds, including different performance-related fee arrangements, may affect their respective returns. The ability of the Fund Manager to generate desired returns on behalf of the Fund and, accordingly, the Company, will also depend on its ability to identify, evaluate and acquire suitable properties, to lease the Fund’s properties to appropriate tenants on satisfactory terms and to dispose of properties on profitable terms The ability of the Fund Manager to implement the Fund’s strategy and achieve its desired returns will depend on its ability to identify, evaluate and acquire suitable properties at satisfactory yields. The Fund Manager may face significant competition in identifying and acquiring suitable income producing and conversion and development properties from other investors. The Fund Manager may not be successful in identifying suitable real estate properties or other assets that meet the Fund’s acquisition criteria or in completing acquisitions or investments on satisfactory terms. If the assumptions, projections or analyses of the Fund Manager in evaluating real estate assets prove to be incorrect, the yield earned on investments may be lower than expected or the investments may be unprofitable. Changing market conditions, including increased competition for real estate, may diminish the acquisition opportunities of the Fund Manager, lead to prices for properties being driven up through competing bids by potential purchasers and lead to a reduction in yield expectations. 26 Revenue earned from, and the value of, the properties held by the Fund may be adversely affected by a number of factors, including: (a) vacancies, which reduce the Fund’s revenue and ability to recover certain operating costs such as local taxes and service charges and which may result in the Fund incurring additional expenses until the property is re-let, including legal and surveying fees and marketing costs; (b) the amount of rent and the terms of lease renewals and new leases, which may be less favourable than current leases or the estimated rental potential of the property at the time of acquisition; (c) increases in management, maintenance or insurance costs; (d) the ability of the Fund Manager, on behalf of the Fund, to collect rent and service charges from, to obtain possession of leased properties from, or to exercise remedies against, tenants in default, which processes could be materially delayed or limited by Italian law; (e) a competitive rental market, which could adversely affect rental levels or occupancy levels at the Fund’s properties; and (f) changes in laws and governmental regulations in the real estate markets in which the Fund invests, including those governing permitted and planned usage, taxes and government charges. Such changes may lead to an increase in management expenses or unforeseen capital expenditure to ensure compliance. Rights related to particular properties may also be restricted by legislative actions, such as revisions to existing laws or the enactment of new laws. The Fund’s performance is dependent on certain key personnel of the Fund Manager and the loss of one or more of these individuals could adversely affect the Fund Manager’s ability to manage the Fund and have a negative impact on the growth, results of operations and financial condition of the Fund and, accordingly, the Company The Fund’s performance is dependent on certain key personnel of the Fund Manager, including Alberto Iori, the individual fund manager, and a team of portfolio asset management and development asset management personnel of Pirelli RE Group. These key employees are not bound by any employment or non-compete agreements prohibiting them from terminating at any time their employment with the Fund Manager and working with competitors. If any of the Fund Manager’s key personnel were to terminate their employment with the Fund Manager, the Fund Manager might not be able to replace them with personnel of equivalent experience. As a result, the departure of any of the Fund Manager’s key personnel or the termination of their employment with the Fund Manager could disrupt the Fund Manager’s ability to successfully manage the Fund and have a negative impact on the growth, results of operations and financial condition of the Fund and, accordingly, the Company. RISKS RELATING TO THE COMPANY’S GOVERNANCE AND SIGNIFICANT INDIRECT SHAREHOLDERS The Company’s existing indirect shareholders will continue to have significant influence over the Company after the Offer Immediately after Admission, the Company’s existing indirect shareholders, Pirelli RE and Cypress Grove, will together indirectly own approximately 21.4% of the Company’s issued Ordinary Shares (assuming no exercise of the Over-allotment Option). Pirelli RE Netherlands B.V. will have the right to nominate one of the five board members of the Company for so long as it continues to maintain a 10% interest in the Company. As a result, the Company’s existing indirect shareholders will retain significant influence over the Company, and over the financial and operating policy decisions of the Company. The Company’s existing significant indirect shareholders may have interests that differ from those of other Shareholders and they may direct Pirelli RE Netherlands B.V. or Moabar B.V. respectively to vote or otherwise influence the Company’s policies in a manner that is adverse to other Shareholders’ interests or in a manner with which other Shareholders disagree. This concentration of ownership could also adversely affect the trading price of the Ordinary Shares or reduce any premium over the market price of the Ordinary Shares that a potential acquirer might otherwise be willing to pay. The Fund and the Company have entered into a number of related party transactions with affiliates of the Company’s significant indirect shareholders and may do so in the future, possibly on terms that other Shareholders may not consider to be in their best interests The Fund Manager, on behalf of the Fund, has entered into an agreement with special purpose vehicles that are owned by affiliated entities of the Company’s significant indirect shareholders and managed by Pirelli RE Group, to acquire the Additional Portfolio (defined in Part II) for A205.2 million. This 27 agreement is described in further detail in paragraph 5 of Part II of this admission document and was negotiated between the Company’s significant indirect shareholders prior to Admission and its terms, including the purchase price, representations and indemnities, may not be as favourable to the Fund as if they had been negotiated with an unaffiliated third party. In addition, the Company relies on the Corporate Manager, a subsidiary of Pirelli RE, to provide administrative, budgeting, corporate, secretarial and investor relations services to the Company, and on the Fund Manager, which is also a subsidiary of Pirelli RE, to manage the Fund and its assets. Property management, project management and agency services will also be provided by subsidiaries of Pirelli RE. The Company’s management agreement with the Corporate Manager and the Fund Rules, which govern the relationship with the Fund Manager, were negotiated with the Company’s significant indirect shareholders, including Pirelli RE and its affiliates, prior to Admission and their terms, including fees payable and termination rights, may not be as favourable to the Unitholders of the Fund and the Company and the Fund as if they had been negotiated with an unaffiliated third party. Termination of the appointment of the Fund Manager under the Fund Rules and the Corporate Manager pursuant to the Corporate Management Agreement without cause is difficult and costly. It is possible that the Company and the Fund Manager, on behalf of the Fund, will enter into future transactions with affiliates of the Company’s current indirect shareholders and there can be no assurance that other Shareholders will consider the terms obtained to be advantageous to the Company and the Fund or in the best interests of Shareholders. RISKS RELATING TO INVESTING IN REAL ESTATE Property valuation is inherently subjective and uncertain The valuation of property and property-related assets is inherently subjective due to the individual nature of each property and characteristics of local, regional and national real estate markets, which change over time and may be adversely affected by a number of factors, including the risk factors described in this section. As a result, valuations are subject to uncertainty. Moreover, all property valuations, including those in the CBRE Valuation Report, are made on the basis of assumptions that may prove to be erroneous. There can be no assurance that the valuations of the properties and property-related assets reflect actual sale prices that could be achieved for the sale of such properties, even if any such sales were to occur shortly after the relevant valuation date. Because the former owner of certain properties included in the Additional Portfolio did not properly effect the entries in the relevant land registries, the transfer of parts of such properties located in Genova, Via del Commercio 3 and Genova Sampierdarena, Via Pacinotti 9/39, has not been registered in the name of Spazio Industriale 2 S.r.l. The previous owner has undertaken to amend the entries in the relevant land registries in order to reflect the actual owner of the relevant properties. Until this amendment is made, any future sale of the properties could be delayed and their value adversely affected. However, if the amendment of the entries in the relevant land registries will not take place within 12 months of the transfer of the Additional Portfolio to the Fund, Spazio Industriale 2 S.r.l. has undertaken to indemnify the Fund for the damages incurred or, in the absence of an agreement on the amount of the indemnity, to repurchase the affected properties at their original transfer price. Real estate investments are relatively illiquid Real estate investments are relatively illiquid. Such illiquidity may affect the Fund Manager’s ability to dispose of or liquidate properties in the Fund’s portfolio in a timely fashion and at satisfactory prices in response to changes in economic, real estate market or other conditions or the exercise by tenants of their contractual rights, such as those which enable them to vacate properties occupied by them prior to, or at, the expiry of the originally agreed term. The Company and the Fund may suffer material losses in excess of insurance proceeds The properties of the Fund and the Company could suffer physical damage due to fire or other causes, resulting in losses (including loss of rent) that may not be fully compensated by insurance. In addition, there are certain types of losses, generally of a catastrophic nature, such as earthquakes, floods, terrorism or acts of war, that may be uninsurable or are not economically insurable. Inflation, changes in building codes and ordinances, environmental considerations and other factors also might result in insurance proceeds being insufficient to repair or replace a property if it is damaged or destroyed. Under such circumstances, insurance proceeds may be inadequate to restore the Fund’s or the Company’s economic 28 position with respect to the affected real estate. There can be no assurance that the insurance policies currently in force include terms and conditions of coverage that are adequate. Should an uninsured loss or a loss in excess of insured limits occur, the Fund and the Company could lose capital invested in the affected property as well as anticipated future revenue from that property. In addition, the Fund and the Company could be liable to repair damage caused by uninsured risk and would also remain liable for any debt or other financial obligation related to that property. No assurance can be given that material losses in excess of insurance proceeds will not occur in the future. Such material losses may negatively affect the results of operations and the financial condition of the Fund and the Company. The Company and the Fund may incur environmental liabilities The Company and the Fund may be liable for the costs of investigation, removal and remediation of hazardous or toxic substances located on or in a property owned, leased or disposed of by them, as well as any third party damages related to such substances, which costs and damages could be substantial. The Company and the Fund may incur significant unforeseen costs related to the removal of soil contamination or toxic substances in its buildings, such as Polychlorinated Biphenyls (PCBs) or asbestos, the purification of contaminated groundwater or grounds, even outside of the affected properties, or governmental fines and penalties and compensation for the related clean-up costs and damages of third parties, including personal injury damages. The Company has identified certain environmental contingent liabilities in connection with the day-to-day operations of the Portfolio. No assurance can be given that actual costs will not be material for such contingent liabilities or that material costs will not be incurred with respect to properties as to which no estimate can presently be made. There also can be no assurance that additional environmental matters will not arise in the future. In particular, a due diligence review carried out by the Fund Manager in connection with the contribution of the Telecom Italia portfolio has indicated potential environmental liabilities of between A12.7 million and A23 million. Although this potential exposure is covered by indemnities provided at the time, there can be no assurance that such indemnities will be adequate or collectible. The presence of hazardous or toxic substances, or the failure to remediate such substances properly, may also adversely affect the ability of the Company or the Fund to sell or lease their properties or to borrow using property as security. Laws and regulations may also limit the ability of the Fund to develop certain types of its properties. New laws and regulations or amendments to current laws and regulations may also impose additional liability in the future for the effect a property has on its surrounding environment. Environmental liability incurred by the Company or the Fund could have material adverse consequences on the net assets, financial condition and results of operations of the Fund and the Company. RISKS RELATING TO BORROWING The Company may borrow, and the Fund intends to borrow, to finance future growth; the borrowings of the Fund will not in the aggregate exceed the sum of 60% of the value of its real estate properties and 20% of the value of its other assets; the consolidated borrowings of the Company may not exceed 90% of the value of the aggregate consolidated assets of the Company and its subsidiaries The Company and the Fund intend to borrow to finance the acquisition of investments, generally through the use of bank credit facilities, and expect to utilise leverage to enhance returns to Shareholders. The borrowings of the Fund will not in the aggregate exceed the sum of 60% of the value of its real estate properties and 20% of the value of its other assets. The consolidated borrowings of the Company may not exceed 90% of the value of the aggregate consolidated assets of the Company and its subsidiaries. The borrowings of the Company and the Fund will generally be secured against some or all of their respective current and future assets. The extent of the borrowings and the terms thereof will depend on the ability of the Company and the Fund to obtain credit facilities and the lenders’ estimate of the stability of their properties’ cash flow. Upon full drawdown of all facilities currently available to the Fund, any delay or failure to obtain suitable or adequate financing from time to time may impair the ability of the Company and the Fund Manager, on behalf of the Fund, to make further investments, and this may impact negatively on the Company’s investment performance and the return on the Ordinary Shares. In addition, there can be no assurance that the Company or the Fund Manager will be able to raise additional funds on behalf of the Fund when needed or that such funds will be available on terms favourable to the Company and the Fund. The Company and the Fund are also subject to the risks normally associated with debt financing. Specifically, 29 the use of debt requires the Company and the Fund to dedicate a substantial portion of their operating cash flows to service debt, which reduces net income and the funds available for working capital, capital expenditure, other general corporate purposes and the payment of dividends, limits the operating and financial flexibility of the Company and the Fund and makes the Company and the Fund more susceptible to an economic downturn. The structure and specific provisions of any financing arrangements could give rise to additional risks of default and the inability to refinance existing debt and the Company and the Fund could be forced to sell their properties The use of borrowings also presents the risk that the Company and the Fund may be unable to service interest payments and principal repayments or comply with other requirements of their loans. This could result in borrowings becoming immediately repayable in whole or in part, together with any attendant cost, with the risk that borrowings will not be able to be refinanced or that the terms of such refinancing may be less favourable than the existing terms of borrowing. If this were to happen, the Company and the Fund could be forced to sell their assets to meet such obligations. For example, a decline in the property market or the occurrence of tenant defaults may result in a breach of the loan to value and/or the interest service cover ratios specified in the banking arrangements of the Company and the Fund, thereby causing an event of default with the result that the lenders could enforce their security and take possession of the underlying properties. The Fund’s New Medium Term Facilities contain covenants that allow the lenders to require early repayment of the facilities if a member of Pirelli RE Group ceases to manage the Fund and the lenders do not deem any replacement fund manager to be acceptable. These covenants therefore limit the ability of the Unitholders of the Fund to remove the Fund Manager. The Company and the Fund may be required to refinance their borrowings from time to time. A number of factors (including real estate market conditions, changes in interest rates, conditions in the banking market and general economic conditions, all of which are beyond the control of the Company and the Fund) may make it difficult for them to obtain such new financing on attractive terms or even at all. If the borrowings of the Company or the Fund become more expensive relative to the income they receive from their investments, then their profits will be adversely affected. Adverse changes to the market values of the property portfolios of the Company and the Fund could also cause the amount of refinancing proceeds to be insufficient to repay their existing debt in full upon maturity and they may be unable to fund the payment of such shortfall. If the Company and the Fund are not able to obtain new financing then they may suffer a substantial loss as a result of having to dispose of the investments that cannot be refinanced. The Company and the Fund may be subject to risks associated with increasing interest rates The New Medium Term Facilities bear interest at variable rates, and the Company and the Fund may incur additional variable rate indebtedness. Accordingly, if interest rates increase, so will the interest costs of the Company and the Fund, which could lead to a reduction in cash flow and net income, result in planned and existing investments becoming less attractive or unprofitable and negatively impact their ability to pay principal and interest on its debt and the ability to pay dividends. Interest rates are highly sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political conditions and other factors beyond the control of the Company and the Fund. Furthermore, rising interest rates could make it more costly or limit the ability of the Company and the Fund to refinance existing variable and fixed-rate debt when it matures. An increase in interest rates also often results in a decrease in the demand and, accordingly, market value for real estate, which could negatively impact the value of the Fund’s properties. While the Fund Manager, on behalf of the Fund, intends to enter into hedging transactions in order to lessen the impact of rising interest rates on the Fund’s credit facilities, there can be no assurance that the Fund Manager will be able to hedge fully the impact of interest rate fluctuations or that it will be able to enter into hedging arrangements on commercially acceptable terms. Interest rate hedging arrangements also expose the Fund to default risk from the other parties to the hedging arrangements. RISKS RELATING TO FINANCIAL AND OTHER INFORMATION This admission document includes financial statements and financial information for Investors to evaluate when making their decision whether to invest in the Ordinary Shares The financial information included in this admission document includes only the Historical Combined Financial Information of the Company for the period from 22 November 2005 (the date on which the 30 Company was incorporated) and ending on 30 June 2006. As the Company at 30 June 2006 did not own the assets included in the Additional Portfolio and the New Medium Term Facility was not yet implemented, the Historical Combined Financial Information is not representative of its financial condition and results of operations on the date of Admission. In addition, the admission document includes Pro Forma Financial Information on the Company as of 30 June 2006 for the balance sheet and for the period from 22 November 2005 and ending on 30 June 2006 for the income statement giving effect to the acquisition of the Additional Portfolio and the implementation of the New Medium Term Facilities as if they had occurred on 30 June 2006 for the balance sheet and on 22 November 2005 for the income statement. The Pro Forma Financial Information included in this admission document is provided for illustrative purposes only. This information has not been provided for a full fiscal year, is not indicative of results that may be expected for a full year and does not purport to represent what the Company’s actual results of operations or financial position would have been had those transactions occurred on the dates assumed, nor is it necessarily indicative of the Company’s future operating results or consolidated financial position. The Pro Forma Financial Information includes a number of assumptions that may or may not prove to be correct and an unrealised gain on the real estate portfolio whose magnitude is considered to be non-recurring. Accordingly, the Company’s actual results may vary materially from those implied by the Pro Forma Financial Information and Investors should not place undue reliance on this information. This admission document does not include any historical consolidated financial statements or Pro Forma Financial Information for the Company for prior periods as the Company was only incorporated on 22 November 2005 or any historical financial statements for the Additional Portfolio. As a result, this admission document includes financial information for Investors to determine the profitability or loss and cash flows of the Company on an historic or future basis or to otherwise evaluate when making a decision whether to invest in the Ordinary Shares. The Historical Combined Financial Information, Pro Forma Financial Information and annualised financial information included herein (including, without limitation, annual passing rent and property tax) have not been prepared in accordance with published guidelines of the US Securities and Exchange Commission or the American Institute of Certified Public Accountants The Historical Combined Financial Information, Pro Forma Financial Information and annualised financial information included herein were not prepared with a view towards compliance with published guidelines of the US Securities and Exchange Commission or the American Institute of Certified Public Accountants (the ‘‘AICPA’’), for the preparation and presentation of financial statements and pro forma financial information. Accordingly, this information does not include financial statement and financial information disclosures of all information that may be required by the guidelines of the SEC or the AICPA and may include information those guidelines would exclude. The annualised financial information included in this admission document is provided for illustrative purposes only and is not a guarantee as to what the Company’s or the Fund’s future rental revenue or earnings will actually be. The Historical Combined Financial Information, Pro Forma Financial Information and annualised financial information included herein should be reviewed in conjunction with the description of the business and the other information described herein, including the other risk factors discussed herein. Furthermore, the annualised financial information included in this admission document has been prepared by, and is the responsibility of, the Company. PricewaterhouseCoopers S.p.A (‘‘PricewaterhouseCoopers’’) has neither examined, compiled nor otherwise applied procedures to the annualised financial information for the purpose of its inclusion herein and, accordingly, PricewaterhouseCoopers does not express any opinion and has not provided any form of assurance with respect thereto for the purpose of this admission document. The PricewaterhouseCoopers report included in this document relates to the Company’s Historical Combined Financial Information. It does not extend to the annualised financial information or the Pro Forma Financial Information and should not be read to do so. In particular, annualised rental income figures provided in this admission document are presented for illustrative purposes only and may not reflect the Company’s actual results, which could differ significantly. Among other factors, the termination of leases, the Company’s inability to renew leases or replace existing tenants on comparable terms, changes in economic conditions and other factors described in the risk factors contained in this section of the admission document may affect the Company’s actual results and may cause actual results to differ from annualised amounts, possibly significantly. 31 The Company’s accounting and corporate disclosure standards may differ from those in other jurisdictions The Company prepares and presents its Historical Combined Financial Information in accordance with IFRS, which differs in certain respects, including with regard to the type, amount and frequency of financial information disclosed, from those applicable to companies in certain other jurisdictions and listed on certain other securities exchanges, including the United States. This admission document does not contain a reconciliation of the Company’s Historical Combined Financial Information to US GAAP, and no assurance can be given that such a reconciliation would not reveal material differences. The Company has made no attempt to quantify the impact of those differences. In making an investment decision, prospective Investors must rely upon their own examination of the Company, the Fund and the Initial and Additional Portfolios, the terms of this Offer and the financial information. Prospective Investors should consult their own professional advisors for an understanding of the differences between IFRS and US GAAP and how those differences might affect the financial information herein. In addition, there may be less publicly available information about companies listed on AIM than is regularly made available by public companies in other countries or on other securities exchanges, including the United States. RISKS RELATING TO THE OFFER AND THE ORDINARY SHARES Investments in securities traded on AIM involve a higher degree of risk and can be less liquid than shares listed on the Official List in the UK Shares traded on AIM are perceived to involve a higher degree of risk and can be less liquid than shares listed on the Official List in the UK. AIM has been in existence since June 1995 but its future success and the liquidity in the market for the Company’s securities is uncertain. Furthermore, AIM or the securities markets in general may experience significant price and volume fluctuations that may adversely affect the market price of the Ordinary Shares. No market currently exists for the Ordinary Shares; the Company cannot assure that an active trading market will develop for the Ordinary Shares This is the Company’s initial listing, which means that there is no current market for the Ordinary Shares. Even though the Company intends to apply to list the Ordinary Shares on AIM, the Company cannot assure that an active trading market for the Ordinary Shares offered hereby will develop or, if developed, that any such market will be sustained. In the absence of an active public trading market, an Investor may be unable to liquidate an investment in the Ordinary Shares. The initial offering price has been determined by the Company, its existing shareholders and the Underwriters. The Company cannot assure that the price at which the Ordinary Shares trade in the public market after the closing of this offering will be at the same or a higher level as the price at which the Ordinary Shares are sold by the Underwriters. The market price of the Ordinary Shares may fluctuate widely in response to different factors The market price of the Ordinary Shares may not reflect the value of the underlying investments of the Company and the Fund and may also be subject to wide fluctuations in response to many factors (some of which are beyond the Company’s control), including changes in the real estate market and valuations of companies in the real estate market, variations in the operating results of the Company and the Fund, divergence in financial results from stock market expectations, changes in earnings estimates by analysts, a perception that other market sectors may have higher growth prospects, the increased volatility of securities traded on AIM, general economic conditions, legislative changes in the Company’s or the Fund’s sector, sales of substantial amounts of the Ordinary Shares in the public market following this Offer, or the appearance that a large number of Ordinary Shares is available for sale, and other events and factors outside the Company’s control. The market value of an Ordinary Share may vary considerably from its underlying net asset value. In addition, stock markets have from time to time experienced extreme price and volume volatility which, in addition to general economic and political conditions, could adversely affect the market price for the Ordinary Shares. Investors may need to hold the Ordinary Shares on a long-term basis and they may not be suitable for short-term investment. As a result of these factors, the market price for the Ordinary Shares may fall below the Offer Price. The number of the Ordinary Shares available for sale in the public market in the period following Admission will be limited by restrictions in the Underwriting Agreement and certain further lock-ups after expiry of such restrictions as described in paragraph 15 of Part II. Upon the expiration of all these restrictions, a substantial number of Ordinary Shares become freely tradable on the market. In addition to 32 the adverse effect a price decline could have on Shareholders as a result of the sale of a substantial number of the Ordinary Shares, any such decline could also impede the Company’s ability to raise capital through the issuance of additional Ordinary Shares or other equity securities. The Company will be treated as a passive foreign investment company for US federal income tax purposes Based on the Company’s and the Fund’s income, assets and activities, the Company believes that the Company will be treated as a passive foreign investment company (a ‘‘PFIC’’), and that the Fund should also be treated as a PFIC, for US federal income tax purposes. If a United States Person (as defined in paragraph 8.2 of Part VIII of this admission document) holding Ordinary Shares (a ‘‘United States Holder’’) is treated as owning stock of a PFIC, any gain recognised by such United States Holder upon a sale or other disposition of Ordinary Shares and any gain deemed recognised by the United States Holder on the disposition (including redemption) of the units in the Fund (the ‘‘Units’’) by the Company, generally will be ordinary (rather than capital), and any resulting United States federal income tax may be increased by an interest charge. Rules similar to those applicable to dispositions generally will apply to certain excess distributions in respect of an Ordinary Share held by the United States Holder or Units held by the Company. The Company generally intends to, upon request, make available (and the Company has been advised that the Fund generally intends to make available upon request) to United States Holders the annual statement currently required by the Internal Revenue Service to be used by United States Holders for purposes of complying with the reporting requirements applicable to United States Holders making a Qualified Electing Fund election. However, no assurances can be given that such statement will be available. Prospective Investors should refer to ‘‘US Taxation’’ in paragraph 8.2 of Part VIII of this admission document and should consult with their legal advisers before investing in Ordinary Shares. The assets of the Company could be deemed ‘‘Plan assets’’ that are subject to the requirements of ERISA or Section 4975 of the Internal Revenue Code of the US Unless an exception applies, if 25% or more of the Ordinary Shares (calculated in accordance with ERISA) or any other class of equity interest in the Company are owned, directly or indirectly, by pension plans or other ‘‘benefit plan investors’’ (within the meaning of the Section 3(42) of ERISA), and any of such benefit plan investors are subject to ERISA or Section 4975 of the Internal Revenue Code, assets of the Company could be deemed to be ‘‘plan assets’’ subject to the constraints of ERISA. If the assets of the Company are deemed ‘‘plan assets,’’ then among other possible adverse results, certain transactions of the Company may be deemed to be ‘‘prohibited transactions’’ under ERISA or Section 4975 of the Internal Revenue Code. Accordingly, no benefit plan investor that is subject to Title I of ERISA or Section 4975 of the Internal Revenue Code will be permitted to acquire the Ordinary Shares. The Company cannot, however, assure prospective Investors that ownership or holding of the Ordinary Shares by or on behalf of benefit plan investors will always remain below the 25% threshold or that the Company’s assets will not otherwise constitute ‘‘plan assets’’ under the Plan Asset Regulations (as defined below). To the extent that the Company’s assets become ‘‘plan assets,’’ the Company’s Articles of Association provide that the Company will have the power to take certain actions to avoid having the Company’s assets characterised as ‘‘plan assets,’’ including the right to cause an Investor that is a benefit plan investor to withdraw all or a portion of its investment. Prospective Investors should refer to ‘‘ERISA Considerations’’ and ‘‘Transfer Restrictions’’ in Part VIII paragraphs 14.1.2 and 14.1.3 respectively of this admission document and should consult with their legal advisers in regard to these provisions before investing in Ordinary Shares. Fluctuations in the value of the Euro could have a significant impact on the amount of the Company’s dividends and the trading prices of the Ordinary Shares in other currencies Fluctuations in the exchange rate between the Euro and other currencies, including pound sterling and US dollars, could have an adverse impact on (i) the pound sterling or US dollar equivalent of any dividends or distributions on the Ordinary Shares payable in Euros; (ii) the pound sterling or US dollar equivalent of the trading prices of the Ordinary Shares and, (iii) the market value of the Ordinary Shares relative to other non-Euro denominated securities. The Ordinary Shares are subject to restrictions on transfer There are a number of restrictions on the transferability of the Ordinary Shares. After Admission, owing to certain regulatory issues arising in connection with the Company’s investment in the Fund as more particularly described in paragraph 17 of Part II, no person resident in Italy, nor any legal entity whose registered office is in Italy, is permitted to invest in the Ordinary Shares (a 33 ‘‘Non-Qualifying Shareholder’’), with the express exception of entities belonging to the following categories of ‘‘Qualified Investors,’’ as defined by the Italian Ministerial Decree of 24 May 1999, no. 228 (the ‘‘Decree’’). (a) investment firms, banks, stockbrokers, asset management companies (Società di Gestione del Risparmio), variable capital investment companies (Società di Investimento a Capitale Variabile), pension funds, insurance companies, financial companies heading banking groups and companies and entities registered in the lists referred to in Articles 106, 107 and 113 of Italian Legislative Decree no. 385 of 1 September 1993, as subsequently amended (Consolidated Banking Act); (b) foreign (i.e. non-Italian) entities authorised to carry out, by virtue of regulations in force in their countries of origin, the activities carried out by the persons described in (a) above; (c) Italian banking foundations (fondazioni bancarie); and (d) legal persons and other entities possessing specific expertise and experience in transactions involving financial instruments expressly declared in writing by the legal representative of the legal person or entity. If an Ordinary Share is acquired or held by a Non-Qualifying Shareholder, the voting rights attaching to that Ordinary Share shall be suspended and the holder of that Ordinary Share shall have no right to attend (whether in person or by proxy) any general meetings of the Company and can be required by the board of directors of the Company to sell and transfer the relevant Ordinary Share to a designated transferee in accordance with the provisions of the Articles of Association. Similar restrictions and compulsory transfer provisions apply to Depository Interests held by persons who would be Non-Qualifying Shareholders if they held Ordinary Shares directly. The Ordinary Shares have not been and will not be registered in the United States under the Securities Act or under the applicable securities laws of any other jurisdiction. They may not be offered or resold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. Prospective Investors should refer to paragraph 14 of Part VIII of this admission document entitled ‘‘Securities Laws’’. The Company does not intend to create a public market in the United States for resales of the Ordinary Shares The Ordinary Shares constitute ‘‘restricted securities,’’ as defined under the Securities Act, and, accordingly, are not freely tradable in the United States. The Company does not intend to list the Ordinary Shares on an established securities exchange, have them quoted on an automated inter-dealer quotation system or otherwise create a public market in the United States for resales of the Ordinary Shares. Prospective Investors should refer to paragraph 14 of Part VIII of this admission document entitled ‘‘Securities Laws’’. Investors’ rights as Shareholders will be governed by Dutch law, which differs in material respects from the rights of shareholders under the laws of other jurisdictions, including the United Kingdom and the United States The Company is incorporated in The Netherlands and therefore the rights of holders of the Company’s Ordinary Shares are governed by Dutch law. These rights differ in material respects from the rights of shareholders in companies incorporated elsewhere, including the United Kingdom and the United States. In particular, the City Code will not apply to the Company and accordingly, Investors will not benefit from the protections offered by it. In addition, the Dutch rules for public offers for shares in listed companies do not apply to companies listed on AIM and, accordingly, Investors will not benefit from the protections afforded by such rules. In addition, at each Annual General Meeting of Shareholders, pursuant to the Company’s Articles of Association, the Shareholders may vote to relieve the members of the Board of the Company from all liability for the fulfillment of their duties during the prior financial year. This could limit the ability of Investors to pursue claims against the directors for actions or omissions attributable to them in the conduct of their duties as directors. For more information regarding Shareholder rights, please see the summary of the Company’s articles of association in paragraph 4 of Part VIII. 34 It may not be possible for Investors to effect service of legal process or enforce judgments of courts outside of The Netherlands or bring actions based on securities laws of jurisdictions other than The Netherlands against the Company or its Directors The Company is incorporated in The Netherlands and the majority of its Directors are residents of jurisdictions outside of the United Kingdom and the United States. In addition, all of the Fund’s assets are located in Italy. As a result, it may not be possible for Investors to effect service of legal process within the United Kingdom and the United States or elsewhere outside of The Netherlands upon the Company and the Directors, including with respect to matters arising under UK and US securities laws. Moreover, it may not be possible for Investors to enforce against the Company or its Directors, judgments obtained in courts outside The Netherlands, including those based on securities laws of the UK, the US and other countries. The United States and The Netherlands do not currently have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters. Accordingly, there is doubt as to the enforceability in The Netherlands of judgments of US courts of liabilities predicated upon US securities laws. 35 PART II INFORMATION ON THE COMPANY 1. BUSINESS DESCRIPTION The Company The Company, incorporated on 22 November 2005, is a Dutch holding company whose business is to participate in, manage and supervise real estate businesses and companies and invest in real estate and in units of real estate funds. The Company is indirectly owned by Pirelli RE and Cypress Grove who, together with their affiliates, have built a leading Italian industrial real estate platform combining income producing assets and significant development opportunities. The Company will have an experienced board of five directors, chaired by John Duggan, three of whom are independent from the Company’s current shareholders. The Company is externally managed by the Corporate Manager, which is a wholly-owned subsidiary of Pirelli RE, the largest listed real estate company in Italy based on market capitalisation as at the date of this admission document. Initially, the Company’s only asset will be its direct 100% ownership of the Units of an Italian closed-end real estate fund authorised and regulated by the Bank of Italy. Through its representatives on the corporate governance body of the Fund (the Fund Advisory Committee), the Company will monitor the performance of the Fund Manager in executing the investment strategy as described in this Part II and in its management of the Fund’s investment and development properties and will approve the acquisition, refurbishment, redevelopment, reconversion or disposal of individual properties or portfolios. The Company may also pursue direct investment opportunities in the real estate sector both inside and outside Italy. The Fund The Fund invests in the Italian industrial real estate market throughout Italy, with a particular focus on the light industrial and logistics sectors, through the acquisition of real estate portfolios as well as the construction, refurbishment, development, redevelopment and reconversion of real estate assets. As of Admission, the Fund will be managed by the Fund Manager. The Fund was established in December 2005 as a speculative fund managed by Pirelli & C. Real Estate Opportunities Società di Gestione del Risparmio S.p.A. (‘‘Pirelli RE Opportunities SGR’’), a direct subsidiary of Pirelli RE that specialises in the management of speculative funds. In order to align the structure and legal form of the Fund with its investment strategy and financial structure, on 10 May 2006 Pirelli RE Opportunities SGR and the Fund Manager submitted a joint application to the Bank of Italy for an amendment to the Fund Rules to convert the Fund from a speculative fund into an ordinary fund and for the change, upon conversion of the Fund, of the fund manager. On 22 August 2006 the Bank of Italy approved the conversion. In compliance with the authorisation of the Bank of Italy and pursuant to the arrangements entered into between the Initial Fund Manager and the Fund Manager, the conversion of the Fund to an ordinary fund and the transfer of the management of the Fund to the Fund Manager will be effective as of Admission. Three other specialized subsidiaries of Pirelli RE provide property management, project management and agency services to the Fund. At Admission, the Fund will own a portfolio of 424 properties (the ‘‘Initial Portfolio’’) and the Fund Manager, on behalf of the Fund, has entered into a binding agreement, subject to Admission, to acquire 25 real estate assets (the ‘‘Additional Portfolio’’, and together with the Initial Portfolio, the ‘‘Portfolio’’) for A205.2 million from affiliated entities of the Company’s current shareholders, which affiliated entities are also currently managed by Pirelli RE Group. A majority of the Portfolio will consist of income producing properties with long term quality tenants and conversion properties, with two properties being well positioned development projects. Upon the acquisition of the Additional Portfolio: • The Fund will own 447 income producing and conversion properties comprising approximately 875,000 sqm of surface area, which represents approximately 68.7% of the total surface area in the Portfolio. The Fund’s total income producing and conversion properties were valued at approximately A619.4 million as of 30 June 2006 based on the CBRE Valuation Report and had a total annual passing rent of approximately A40.7 million as of 30 June 2006. The Fund’s income producing properties are comprised of properties that the Company considers to be attractive yield opportunities and which the Fund Manager primarily intends to hold and manage as long-term investments on behalf of the Fund. The properties are leased on a long term basis to quality tenants 36 and had an occupancy rate representing 97% of the total surface area of the total income producing and conversion properties as of 30 June 2006. • The Fund will also own two development properties, representing approximately 31.3% of the total surface area in the Portfolio, which were valued as of 30 June 2006 at approximately A59.6 million based on the CBRE Valuation Report. These properties are: • Eastgate Park, an integrated mixed-use logistics, light industrial and multi-let industrial park located in Portogruaro and Fossalta di Portogruaro Municipalities (Province of Venice), which is one of the largest authorised buildable areas designated for industrial use in the Italian northeast with approximately 381,000 sqm of surface area that the Fund Manager intends to develop; and • Project Edificio 16, an industrial building located in Milan with approximately 18,000 sqm of surface area that is currently being refurbished into approximately 60 single units for use as laboratories, show-rooms and factory lofts. The Company expects to make further acquisitions in the near term. The Fund Manager has identified a pipeline of potential acquisitions. See Part IV—‘‘Portfolio’’ for additional information related to the Fund’s portfolio and paragraph 7 in this Part II for information regarding use of proceeds. 2. COMPETITIVE STRENGTHS 2.1 One of the largest portfolios in the Italian industrial real estate sector with a large proportion of long term high quality tenants, an attractive asset base that provides a stable source of rental revenues and potential upside through redevelopment or conversion opportunities at the end of the lease period Upon the acquisition of the Additional Portfolio, the Portfolio will be one of the largest portfolios in the Italian industrial real estate sector based on market value as at 30 June 2006, with 449 assets containing approximately 1.3 million sqm of surface area, comprised of approximately 875,000 sqm of income producing and conversion assets and approximately 399,000 sqm of development projects. The market value of the Portfolio at 30 June 2006 was A679.0 million based on the CBRE Valuation Report. Approximately 97% of the income producing and conversion real estate assets in the Portfolio based on surface area were leased as of 30 June 2006 and the Fund Manager is seeking to convert and sell most of the remaining vacant space to specialty developers, rather than rent or develop such properties itself. The Fund has a high proportion of large, high quality tenants, with long term leases that the Company believes will provide the Fund with an ongoing secure source of rental revenue. The Fund’s largest tenant, Telecom Italia, which is publicly traded on the NYSE and Milan Stock Exchange and has a BAA2/BBB+ credit rating, will, upon the acquisition of the Additional Portfolio, account for approximately 59.2% of the total annual passing rent of the Portfolio, and together with the Fund’s next two largest tenants, Prada S.p.A. and Enel Group, will account for approximately 83.6% of the total annual passing rent of the Portfolio with effect from 30 June 2006. The average remaining minimum lease duration of the assets in the Portfolio will be 7.1 years from Admission. The Fund has a number of assets that have potential for redevelopment at the end of their respective lease periods. Owing to their urban location—not in a usual industrial district but in a more urban location—the assets are suitable for reconversion to mixed uses or other uses. 2.2 Pirelli RE, the parent company of the Fund Manager and the Corporate Manager, is the largest real estate company in Italy based on market capitalisation(1) with a proven track record in managing Italian real estate funds. The Fund Manager and the Corporate Manager are subsidiaries of Pirelli RE, the largest listed real estate company in Italy based on market capitalisation at the date of this admission document, with significant experience in the industrial and logistics sectors and a proven track record in managing Italian real estate funds. Pirelli RE Group currently manages approximately A13 billion of real estate assets. Members of Pirelli RE Group currently manage the Fund and nine other real estate funds and, as of 31 December 2005, the collective open market value of the funds managed by Pirelli RE Group was approximately A6.2 billion, which accounted for 40% of all Italian real estate funds based on reported market value.(2) As a result of its track record in managing real estate assets throughout Italy, Pirelli RE Group has gained valuable local and regional knowledge. (1) (2) As of the date of this admission document. Assogestioni Report, 31 December 2005. 37 2.3 Significant local market knowledge and access to future opportunities Pirelli RE Group has 15 years of experience in identifying high return assets and maximising value in the Italian real estate market. As a result, Pirelli RE Group has developed significant local market knowledge and strong relationships with tenants and owners. The Company believes that Pirelli RE Group’s significant market knowledge and experience, proven track record as a leader in the Italian real estate market and strong brand, together with its established relationships and network of approximately 500 affiliates/franchisees with offices throughout Italy, strengthen the Fund Manager’s ability to execute the Fund’s investment strategy and provide a strong platform to identify, acquire and develop Italian light industrial and logistics real estate assets. 2.4 Experienced management team The Fund Manager has put in place an experienced team to manage the Fund’s real estate assets. Alberto Iori, the individual fund manager, has over 15 years of experience in the light industrial and logistics real estate sectors. The Fund Manager’s team has developed disciplined investment criteria in structuring, financing, acquiring and managing properties, and has developed strong relationships with local, regional and national real estate professionals and advisors. The Company believes that the experience of the Fund Manager’s team, together with its strong relationships, strengthen its ability to react to changes in the market place in managing the Fund’s real estate assets, exploit the Fund’s development projects and identify and quickly analyse and pursue attractive acquisition opportunities. 2.5 The incentive arrangement in favour of Pirelli RE Netherlands B.V. will align the interests of Pirelli RE Group with those of the Shareholders Pirelli RE will indirectly hold, through its subsidiary Pirelli RE Netherlands B.V., approximately 11.5% of the Company’s issued Ordinary Shares upon completion of the Offer (assuming no exercise of the Over-allotment Option). Under incentive arrangements Pirelli RE Netherlands B.V. is entitled to receive new fully paid up Ordinary Shares at the end of each 3 year period after the date of Admission for a value corresponding to 20% of Shareholder returns (including capital appreciation) in excess of a 12% hurdle rate during the immediately preceding 3 year period. For further information on the incentive arrangements in favour of Pirelli RE Netherlands B.V., see paragraph 16 of Part II of this document. In order to further align its interests with the Company, Pirelli RE Netherlands B.V. will be subject to certain lock-up arrangements in relation to its holding of Ordinary Shares as detailed in paragraph 15 of this Part II. The Company believes these arrangements provide a strong alignment of economic interests between Pirelli RE Group and the Company’s Shareholders and provide an incentive for the maximisation of value for Shareholders. 3. COMPANY INVESTMENT STRATEGY The Company will seek to deliver stable returns by leveraging the Fund’s existing leading position in the Italian light industrial and logistics real estate sectors to expand by capitalising on the increasing opportunities in the growing Italian industrial real estate market. The key elements of the Company’s investment strategy include the following: 3.1 Enhance rental and capital growth through active portfolio management of the Fund’s income producing assets Pursuant to the Fund’s investment strategy, the Fund Manager will seek to actively manage the Portfolio, leveraging the significant experience of Pirelli RE Group in managing real estate properties in Italy in order to maximise operating performance, achieve efficiencies and synergies and enhance rental income and capital growth. In particular, the Fund Manager will seek to generate value by employing the following asset-level management strategies: • Long-term leases: the Fund Manager will seek to generate a secure income stream by holding and maintaining existing long term leases and will seek to maintain and strengthen its relationships with existing long term tenants. The Fund Manager will negotiate lease expirations, renewals, rent reviews and lease extensions in order to enhance the rental income profile and income quality for the Fund’s properties with long-term leases. • Short term leases and vacant properties: the Fund Manager will pursue an active asset management strategy to increase lease terms of properties with short term leases and/or capture the value of properties with short term leases and vacant properties through conversion, refurbishment and 38 repositioning of the assets. In particular, the Fund Manager will seek to develop, refurbish and reposition semi-urban industrial properties to mixed or other uses. For assets that the Fund Manager believes will provide greater value through a rezoning process, the Fund Manager may sell the assets to specialised developers upon completion of the rezoning process rather than retaining the asset in the Fund and developing the project in-house. • Single assets/portfolios: The Fund Manager will evaluate opportunities to sell single assets/ portfolios on an opportunistic basis. 3.2 Achieve value-added capital appreciation by pursuing selected development opportunities in the Italian light industrial and logistics real estate sectors Pursuant to the Fund’s investment strategy, the Fund Manager will pursue opportunities to earn returns from selected value-added development and redevelopment projects. Upon the acquisition of the Additional Portfolio, the Fund will have two development projects that the Company believes are strategically located and offer an opportunity for increased value-added returns: Eastgate Park and Project Edificio 16. The Fund Manager will seek to leverage its experience and knowledge of local markets and trends in pursuing acquisitions of additional development projects. 3.3 Pursue a disciplined acquisition strategy focused on income producing properties in the Italian light industrial and logistics real estate sectors The Company will seek to leverage the Fund Manager’s real estate management experience and strong relationships with industrial tenants to become a partner of choice for industrial companies and consolidate its leading position in the Italian light industrial and logistics real estate market. The Company believes there are significant opportunities in the Italian light industrial and logistics real estate market due to (i) the potential shift toward leased premises from owner-occupied buildings, (ii) growth in demand for state-of-the-art distribution facilities from logistics operators and (iii) the increasing use of industrial/ corporate parks as a result of the expected restructuring and evolution of the Italian manufacturing sector. Pursuant to the Fund’s investment strategy, the Fund Manager intends to pursue a disciplined acquisition strategy targeting primarily income producing assets in industrial districts with stable and growing manufacturing companies as tenants and also assets with the potential for redevelopment. The Fund Manager is currently in various stages of negotiation with a number of parties for the potential acquisition of additional properties by the Fund. The Fund Manager will seek to leverage its proven track record and experience in conducting thorough due diligence investigations and utilising its established criteria in evaluating potential acquisitions based on internal rates of return, equity multiples and cash-on-cash returns, considering both the income stream from leases and certain specific industrial real estate fundamentals. 3.4 Maintain a strong balance sheet through the use of appropriate financing strategies and debt levels The Company will seek to maintain a strong balance sheet. Following the refinancing described in paragraph 8 below, the Company intends that the Fund’s borrowings will not, in the aggregate, exceed 60% of the value of its real estate properties and 20% of the value of its other assets. The Fund, acting through the Fund Manager, has entered into the New Medium Term Facilities with Natexis Banques Populaires-Milan Branch (‘‘Natexis Milan’’), Natexis Banques Populaires (‘‘Natexis Banques’’), Banca di Roma S.p.A. (‘‘Banca di Roma’’), M.C.C. S.p.A. (‘‘MCC’’), Banco di Sicilia S.p.A (‘‘Banco di Sicilia’’) and Banca Intesa S.p.A (‘‘Banca Intesa’’) for the provision of up to A784 million in facilities, including (i) up to A666 million of medium term facilities to refinance indebtedness on the Initial Portfolio, acquire the Additional Portfolio and finance development projects and (ii) a revolving facility of A118 million to finance future acquisitions. See paragraphs 7 and 8 ‘‘Use of Proceeds’’ and ‘‘Financing’’ below. Following Admission and the acquisition of the Additional Portfolio, the Company expects that there will be approximately A66 million of remaining gross proceeds in addition to the revolving facility of A118 million available to the Fund under the New Medium Term Facilities. 3.5 Current Trading In April 2006 the Company adopted its investment strategy. Since then, the Company (including the Fund) has performed in line with such strategy. 39 4. MARKET OPPORTUNITY 4.1 Economic conditions in Italy After marginal growth in 2004 and 2005 (0.1% in 2005 and 0.9% in 2004)(3), real gross domestic product in Italy (‘‘GDP’’) is expected to grow at a rate of 1.5-1.6% in 2006, up from 1.2% in the June interim monthly forecast.(3) GDP grew 0.7% quarter-on-quarter in the first quarter of 2006 and 0.5% in the second quarter after having been unchanged in the third and fourth quarters of 2005.(3) Total domestic spending is expected to exceed its growth performance in 2005(3), when it recorded 0.4% growth. This sign of an upturn in the Italian economy could be positive for both the industrial and logistics real estate sectors. The Company believes that trends in international foreign trade could also have a positive influence on Italy’s industrial real estate market and, in particular, the logistics sector. 4.2 The Italian real estate market The Company believes that the real estate market throughout Europe continues to be attractive to investors, with A156.3 billion invested in 2005, up 20% year-on-year(4). The Company believes that investor appeal stems from high rental yields and a favourable risk-return profile for real estate investment. The low cost of borrowing has also contributed to the growth in real estate investment. European direct real estate investment volumes Euro bn 160 140 156.3 bn Cross-Border 130.2 bn Domestic 120 100 80 85.1 bn 86.5 bn 2002 2003 73.1 bn 63.2 bn 60 40 20 0 2000 2001 2004 2005 11OCT200619253575 Source: Jones Lang La Salle, Spring 2006 The Italian real estate market has grown significantly in recent years in terms of both increases in real estate vendor prices and increases in the number of transactions. In 2005, there were over one million transactions for an estimated total invested amount in the range of A130-150 billion(5). In general, the Italian real estate market has been significantly influenced by the entry of sophisticated foreign investors in the latter half of the 1990s. (3) Global Insight 2006. (4) Jones Lang La Salle, Spring 2006. (5) Nomisma, March 2006. 40 As at 31 December 2005, the breakdown of the Italian real estate market by asset type was as follows: 3,000 2,400 sqm (in millions) 2,500 2,000 1,500 1,000 466 500 165 79 0 Residential Industrial Office Retail 9OCT200620033979 Source: Scenari Immobiliari, 2006 4.3 The Italian industrial real estate market The Italian industrial real estate market is currently the second largest in Europe in terms of physical space, second only to Germany. As in other countries, the industrial asset inventory in Italy consists of logistics facilities, light industrial properties, laboratories, artisan space, multi-let industrial real estate assets, heavy manufacturing properties and specialised buildings (together ‘‘industrial assets’’). As at 31 December 2005, the breakdown of industrial asset inventory in Italy, based on square metres, was as depicted below: Logistics 10% Heavy manufacturing, Specialised Building 33% Light manufacturing, Artisan, Labs/Tech 57% 10JUN200623210697 Source: Scenari Immobiliari, 2006 and Nomisma, 2006 The Italian industrial real estate market is driven by the following key characteristics and trends: • Italy is dominated by the owner-occupier model (approximately 81% of commercial inventory was owner-occupied as of December 2005).(6) • The remaining leased commercial assets (approximately 19.0% of commercial inventory(6)) are predominantly owned by, amongst others, developers, companies or private individuals investing in yielding commercial assets as part of their asset allocation. • Increased demand among investors for quality real estate products and related services, which encourages professional operators to enter the market in search of real estate assets with satisfactory yields and reliable tenants. • Attractive product opportunities in the sector that have not been quickly exploited due to a lack of specialist industrial real estate funds to capitalise on acquisition opportunities. This lag to take advantage of attractive products in the sector is reflected by the below-target asset allocation of Italian generalist real estate funds in the light industrial and logistics sectors. The current allocation was an estimated 6% of total portfolios owned as of the end of December 2005, compared to a stated target of 15-20% plus an average asset allocation of European real estate funds in 2004 of an estimated 12%.(7) • The need for logistics buildings is concentrated primarily near the most important transport and services facilities, which are strongly linked to the development of high speed TAV train lines and of (6) DTZ Money into Property, 2006. (7) Scenari Immobiliari, 2005. 41 the European Union Corridors. As a result, demand is expected to increase in North East and North West Italy. The Company believes that the Italian industrial real estate market will remain dynamic as a result of the following opportunities in the market: • Italy is the second largest European industrial real estate market in terms of inventory, after Germany, with a very high rate of owner-occupiers. This creates an opportunity as companies move from the owner-occupier model to the leasehold model. • The increasing importance of the outsourcing business. Italy shows great potential for outsourcing in commercial real estate across Europe.(8) • The lack of new high quality and flexible supply combined with a more selective demand. The modernisation of the distribution retail chain, the increase in the third party logistics market and growth of industrial activity have increased the demand for modern and quality industrial facilities and services to meet the needs of industrial companies. Industrial sites are also moving out of city boundaries, driven by difficulties in requalifying existing buildings for industrial purposes, and the significant lack of buildable areas for new buildings in cities. As a result, many modern, high-quality industrial assets have been developed outside major cities. The Company believes that the industrial real estate market will continue to improve and that the logistics and distribution sectors should continue to drive the growth of the market, with well-located, high specification properties being the most sought after. The market value of Italian industrial real estate properties has grown steadily over the last five years from A552 per sqm in 2000 to A749 per sqm in 2005,(9) representing an average annual growth rate of 6.3%. The Company believes that the market value of Italian industrial real estate will continue to grow. Lease structures are typically standardised for Italian industrial properties. A typical lease has a six year term, with an additional six year renewal option exercisable at the sole discretion of the tenant. Break options in contracts are subject to negotiation. Service charges are commonly paid by tenants, while extraordinary structural repairs are customarily paid by the landlord. Leases typically include an indexation clause whereby annual adjustments to rents are set at no more than 75% of the consumer price index.(10) Property taxes are paid by owners, whereas tenants are usually responsible for general insurance in the case of double net leases. 4.4 Competition The Italian light industrial and logistics real estate investment and development market is currently characterised by a few specialised investors, predominantly focused on the logistics market, such as Prologis, Aareal and AIG Lincoln. Most companies primarily focus on the development sector, investing largely on a short term basis, in order to sell assets as soon as development is completed. The most prominent developers active in the Italian market are Vailog, Nexity, Generali Properties, Eurinpro and Avioport.(11) There are also a number of local developers active in the development of the industrial real estate sector in Italy.(12) Despite these factors, the Fund Manager believes that the existence of a large network of small and medium-size enterprises can potentially favour the future development of the multi-let industrial real estate sector. The Company believes that it is currently the sole specialised player in the Italian light industrial and logistics real estate market with competitive advantages to cover all the services of the industrial and logistics real estate value chain. (8) DTZ Money into Property, 2006. (9) Nomisma, March 2006. (10) ISTAT, 2006. (11) Scenari Immobiliari, May 2006. (12) Eurostat, 2006. 42 5. HISTORY The structure and assets of the Company and the Fund, upon the acquisition of the Additional Portfolio following Admission, will be the result of a series of corporate transactions as depicted and described below. The following simplified diagram shows the initial ownership structure of the assets included in the Initial Portfolio and the Additional Portfolio prior to the reorganisation described below. Initial Portfolio Additional Portfolio Cypress Grove (1) Pirelli RE 100% Pirelli RE Netherlands BV Moabar BV 35% Soros Real Estate Investors 75% Pirelli RE 100% 25% 65% 100% Spazio Investment NV Rohaco BV Spazio Industriale Fund Spazio Industriale BV 25% 75% 27% Induxia Srl Telecom Italia, Pasini, Pavia, Spazio Industriale 1 Srl Spazio Industriale 2 Srl Spazio Industriale 3 Srl Tivoli, Eastgate Park Edificio 16 Enel Prada 11OCT200619253787 9OCT200620431676 (1) Acting through its subsidiaries Spazio Industriale II B.V. In November 2005, Cypress Grove (through its subsidiaries) and Pirelli RE established Spazio Industriale II B.V., as ultimate holding company of a fund to invest in light industrial and logistics real estate assets located mainly in Italy. The units of the Fund are held by Spazio Industriale Investments I B.V. By a resolution of 3 October 2006, the shareholders of Spazio Industriale II B.V., Cypress Grove (through certain subsidiaries) and Pirelli RE, resolved to de-merge Spazio Industriale II B.V. into Pirelli RE Netherlands B.V., wholly-owned by Pirelli RE, and Moabar B.V., majority owned by Cypress Grove through its subsidiaries. The de-merger took place by a notarial deed on 3 October 2006 with effect from 4 October 2006. By a resolution of 2 October 2006, the shareholders of the Company resolved to change the form of the Company into a public company with limited liability and to change the name of the Company from Spazio Industriale Investments I B.V. to Spazio Investment N.V.. The change of form and name took place by a notarial deed of conversion and amendment just prior to Admission. The Fund The Fund, denominated as ‘‘Spazio Industriale—Fondo Comune di Investimento Immobiliare di Tipo Chiuso’’, was established as a speculative closed-end fund on 28 December 2005. Since its inception, the Fund has been managed by Pirelli RE Opportunities SGR, a direct subsidiary of Pirelli RE specialising in the management of speculative funds, and has had its property management, project management and agency services provided by three other direct subsidiaries of Pirelli RE. As of Admission, the Fund will be managed by the Fund Manager. On 29 December 2005, Olivetti Multiservices S.p.A. (‘‘OMS’’), a wholly owned subsidiary of Telecom Italia, contributed a portfolio of 246 mixed use telephone exchange properties to the Fund. A second tranche of 120 properties was contributed by OMS on 30 March 2006 and a third tranche of 54 properties was contributed by OMS on 26 June 2006. The estimated market value for all of the 420 properties was A375.6 million as of 30 June 2006 based on the CBRE Valuation Report and derived from the Historical Combined Financial Information of the Group as at 30 June 2006. On 30 December 2005, the Fund purchased land for a logistics/industrial development project from Portolegno S.a.s. di Iniziative Immobiliari 3 S.r.l., which is located at Portogruaro and Fossalta di Portogruaro (Province of Venice). The estimated market value was A45 million as of 30 June 2006 based on the CBRE Valuation Report. 43 On 31 January 2006, the Fund acquired a logistics real estate complex comprising 7 warehouses and 2 office buildings from Vailog Valtidone Immobiliare Logistica S.r.l. This complex is located in Pavia. The estimated market value was A23.7 million as of 30 June 2006 based on the CBRE Valuation Report and derived from the Historical Combined Financial Information of the Group as at 30 June 2006. On 23 March 2006, the Fund purchased three light industrial buildings from Centro Edison S.p.A., part of the Pasini Group, a prominent Italian development company. The buildings are part of a real estate complex located in Sesto San Giovanni (Milan). The estimated market value was A16.6 million as of 30 June 2006 based on the CBRE Valuation Report and derived from the Historical Combined Financial Information of the Group as at 30 June 2006. On 24 March 2006, the Fund acquired a logistics/distribution building from Pace Immobiliare S.p.A. This building is located at Bagni di Tivoli (Rome). The estimated market value was A12.8 million as of 30 June 2006 based on the CBRE Valuation Report and derived from the Historical Combined Financial Information of the Group as at 30 June 2006. In order to align the structure and legal form of the Fund with its investment strategy and financial structure, on 10 May 2006 Pirelli RE Opportunities SGR and the Fund Manager submitted a joint application to the Bank of Italy for an amendment to the Fund Rules to convert the Fund from a speculative fund to an ordinary fund and for the change, upon conversion of the Fund, of the fund manager. On 22 August 2006 the Bank of Italy granted its approval. In compliance with the authorisation of the Bank of Italy and pursuant to the arrangements entered into between the Initial Fund Manager and the Fund Manager, the conversion of the Fund to an ordinary fund and the transfer of the management of the Fund to the Fund Manager will be effective as of Admission. Spazio Industriale B.V. In July 2002, Soros Real Estate Investors C.V. (‘‘SREI’’) and its subsidiaries and Pirelli RE established Spazio Industriale B.V., a joint venture holding company of three Italian special purpose vehicles (Spazio Industriale 1 S.r.l., Spazio Industriale 2 S.r.l. and Spazio Industriale 3 S.r.l.), for the purpose of investing in the Italian light industrial and logistics real estate sectors. SREI and Cypress Grove are both managed by affiliates of Grove International Partners LLP. Pirelli RE Group provides asset management, property management, project management and agency services for the properties acquired by these special purpose vehicles. In June 2003, Spazio Industriale 1 S.r.l. purchased an industrial building located in Milan Bicocca, Viale Sarca 336 called ‘‘Edificio 16’’ from Progetto Bicocca Esplanade S.p.A, a company belonging to the Pirelli RE Group. In addition, Spazio Industriale B.V. acquired a 27% interest in Induxia S.r.l, a company owned by AEDES S.p.A., Pirelli RE and Banca Antoniana Popolare Veneta S.p.A., which owns a real estate development project managed by Pirelli RE Group. Spazio Industriale B.V.’s interest in Induxia S.r.l. will not be transferred to the Fund. In September 2004, Spazio Industriale 2 S.r.l. purchased 27 light industrial assets from New Real (a consortium between Deutsche Bank Real Estate Opportunities Group and Ixis), leased to Enel Group, Wind Telecomunicazioni S.p.A., the Italian National Social Security Institute (‘‘INPS’’) and Prima Comunicazioni S.p.A. In January 2005, Spazio Industriale 3 S.r.l. acquired 7 light industrial assets from Prada S.p.A. in a sale and lease-back transaction. Structure Upon Admission On 12 October 2006, the Fund Manager, on behalf of the Fund, entered into a binding agreement, subject to Admission, for the acquisition of the Additional Portfolio from Spazio Industriale 1 S.r.l., Spazio Industriale 2 S.r.l. and Spazio Industriale 3 S.r.l. for a total consideration of A205.2 million equal to the market value as of 30 June 2006 as described in the CBRE Valuation Report. The acquisition of the Additional Portfolio will be financed with a portion of the proceeds from the Offer and the New Medium Term Facilities. See paragraphs 7 and 8—‘‘Use of Proceeds’’ and ‘‘Financing’’ below. 44 The following diagram shows the simplified structure of the Company and the Fund immediately following Admission and the acquisition of the Additional Portfolio (assuming no exercise of the Over-allotment Option). Pirelli RE Cypress Grove 100% Pirelli RE Netherlands BV 95% Moabar BV (1) 11.5% 9.9% Investors 78.6% Spazio Investment NV Fund Spazio Industriale Telecom Italia, Pasini, Pavia, Tivoli, Eastgate Park, Prada, Enel, Edificio 16 12OCT200619580261 (1) Pirelli RE Netherlands B.V. is the holder of preferred shares in Moabar B.V. comprising at least 5% of its issued nominal share capital. 6. PORTFOLIO The real estate assets included in the Portfolio are all located in Italy, the majority of which consist of income producing rental properties with long-term quality tenants. The Portfolio also includes conversion properties and two well positioned development projects. For a detailed description of the Initial Portfolio, the Additional Portfolio and the Company’s expected pipeline, see Part IV—‘‘Portfolio’’. 7. USE OF PROCEEDS The Company expects the net proceeds from this Offer payable to the Company, after deducting underwriting discounts and commissions and estimated Offer expenses, to be approximately A242.5 million. The net proceeds from this Offer, together with the resources available to the Fund under its New Medium Term Facilities will be used to fund the acquisition by the Fund of the Additional Portfolio and financing costs, to refinance and pay down existing debt on the Portfolio, to finance capital expenditures and completion of the Fund’s development projects, to make further acquisitions by the Fund over the near term and for general corporate purposes. See Part IV—‘‘Portfolio’’ for information regarding the Additional Portfolio, development projects and acquisition opportunities. 45 The following table sets out the sources and uses of funds that are expected to be available to the Company and the Fund after this Offer and the entry into of the New Medium Term Facilities: Source of Funds Net proceeds to the Company from Offer . . . . . . . . . . . . Incremental borrowings under New Medium Term Facilities to finance the Additional Portfolio . . . . . Amount Committed or Available Capital Commitments E242.5 million(13) E120.7 million(15) Capital Required Purchase of Additional Portfolio E246.3 million(14) Refinance and pay down indebtedness on Initial Portfolio E51.1 million(16) Net proceeds for future development, acquisition opportunities and general corporate purposes E65.8 million(17) Financing All existing indebtedness of the Company will be repaid upon Admission and closing of the Offer with the proceeds of the Offer to the Company and the proceeds of certain refinancing agreements described below. 8. FINANCING All existing indebtedness of the Fund will be repaid upon Admission and closing of the Offer using the proceeds of the Offer to the Company and the proceeds of certain financing agreements described below. (1) Income Producing Facility Agreement On 26 September 2006, Natexis Milan, Natexis Banques, Banca di Roma, M.C.C., Banco di Sicilia and Banca Intesa entered into a senior loan agreement with the Fund, as borrower, pursuant to which the lenders will make available to the Fund an aggregate principal amount of up to A530,967,703 to be borrowed under the following facilities: • a term facility, to be advanced in several tranches, for the purposes of, partially: (i) financing the acquisition of the Enel portfolio, the Prada portfolio and the Pasini office building; and (ii) refinancing certain existing indebtedness. The term facility will bear interest at a variable rate of EURIBOR plus 0.8% per annum; • a revolving facility to finance the acquisition costs of future real estate properties that may be purchased by the Fund. The revolving facility will bear interest at a variable rate of EURIBOR plus 1% per annum; and • a VAT facility to be advanced in several tranches for the purposes of partially: (i) refinancing the equity injection made by unitholders to finance VAT payments; (ii) repaying certain indebtedness under an existing VAT facility; and (iii) financing the VAT payable in relation to the purchase price and relevant acquisition costs of the Pasini office building. The VAT facility will bear interest at a variable rate of EURIBOR plus 0.8% per annum. Each facility will have interest periods of 1 or 3 months, as selected by the Fund. (13) Gross proceeds expected to be equal to A256 million—the amount represented is net of issuance and closing costs estimated at approximately A13.5 million. (14) Including VAT on acquisition. (15) Net of up-front fee estimated at approximately A3.1 million. (16) Net of up-front fee estimated at approximately A5.2 million. (17) Excluding financial effect of hedging strategy. 46 The final maturity date of the term facility and the VAT facility will be the date that falls on the seventh anniversary of the first utilisation date or, in the case of extension, on the tenth anniversary (the ‘‘final maturity date’’). The advances under the revolving facility will be repaid on the expiry of the 12 month period starting from the date of such advance under each loan and in any event no later than the final maturity date. The agreement contains representations and warranties as are customary for this type of agreement, such as status, power and authority, no default, authorisations, financial statements, title, and tax. As regards environmental matters (except in respect of Pasini office building), representations and covenants on compliance with laws, permits, unbudgeted expenditures, pollution or asbestos are subject to a threshold. Such threshold is triggered, amongst other things, if (i) the event covered by the representation or covenant were to produce an adverse effect on the value of the Portfolio so that the open market value of the portfolio would be reduced by 4% or more (taking into account insurance proceeds and indemnities received or to be received by the borrowers from insurance companies or OMS or the Sellers and subject to mandatory prepayment provisions on indemnities); or (ii) a liability in excess of A4,000,000 is incurred to any third party as a consequence of any environmental contamination. In addition, representations and covenants on environmental matters relating to the Telecom Portfolio are subject to additional conditions, including that any environmental liability is not indemnified by the seller of that portfolio and/or OMS—or there is not evidence satisfactory to the Lenders that it will be indemnified—within 90 days. Covenants include financial covenants requiring that the Fund maintains a specified loan to value ratio, prospective loan to value ratio and interest service coverage ratios. Breach of these covenants on a test date will lead to an automatic cash sweep of funds into a reserve account. If more than one breach occurs in a year, or if the relevant ratio is materially breached, an event of default is triggered. General covenants include, inter alia, covenants restricting the ability of the Fund to (i) create or permit to exist any encumbrances over the portfolio financed through these facilities; (ii) dispose of any of its assets, incur further indebtedness other than in accordance with the terms and conditions of the loan agreement; (iii) change its business, merge or consolidate with or into any other entity; (iv) make any loan in favour of third parties; and (v) repay any units and distribute any funds. Mandatory prepayment is triggered by, inter alia, change of control or replacement of the Fund Manager (except for replacement for cause or by another fund manager controlled by Pirelli RE), disposal of any property covered by the facility or change in income or net tax regime to which the Fund is subject, where such change affects the ability of the Fund to meet its obligations towards the lenders. In addition, mandatory prepayment is triggered for indemnities received, inter alia, from OMS or the sellers of assets acquired by the Fund, unless, if so authorised by the Facility Agent (as defined therein), such proceeds are utilised to cure the circumstance in respect of which the indemnity was paid relating to the affected property within 60 days from receipt of the indemnity. The agreement contains conditions precedent customary for this type of agreement, including absence of a default, accuracy of the representations at Admission, and documentary conditions precedent. The first draw down of the facilities is subject to the following conditions: (i) confirmation that the shares of the Company have been admitted to trading on AIM; (ii) the absence of major default (i.e. an event of default in relation to: effectiveness of the transaction documents and the Fund documents, early liquidation of the Fund, insolvency or major creditor process); and (iii) evidence that sufficient amounts will be available to the Fund, taking into account the proceeds of the Offer made available to it, to purchase the Additional Portfolio and to refinance and pay down the indebtedness incurred by the Fund in connection with the transfer of the Initial Portfolio. The Income Producing Facility includes a tranche that will be made available to the Fund on or before 31 December 2006, to refinance the short term indebtedness assumed by the Fund as a consequence of the Telecom Italia Fourth Tranche portfolio being contributed to it. The loans will be secured, inter alia, by mortgages over properties pertaining to the relevant Portfolio, an undertaking to grant mortgages over future properties (which becomes effective only if an event of default occurs) a pledge over bank accounts, assignment by way of security over any receivables, claims or proceeds deriving from certain agreements, including lease agreements and insurance policies. (2) Edificio 16 Facility Agreement On 26 September 2006, Natexis Milan, Natexis Banques, Banca di Roma, M.C.C., Banco di Sicilia and Banca Intesa entered into a senior loan agreement with the Fund, as borrower, pursuant to which the 47 lenders will make available to the Fund an aggregate principal amount up to A27,200,000.00 to be borrowed under the following facilities: • a term facility, to be advanced in 2 tranches, with the purpose of partially financing the acquisition of Edificio 16 and the refurbishment costs of the related development program. The term facility will bear interest at a variable rate of EURIBOR plus 0.8% per annum; and • a VAT facility to be advanced in 2 tranches, with the purposes of partially (i) refinancing the equity injection made by the unitholders of the Fund to finance the VAT payable on the development costs; and (ii) financing the VAT payable on the acquisition costs. The VAT facility will bear interest at a variable rate of EURIBOR plus 0.8% per annum. Each facility will have successive interest periods of 1 or 3 months, as selected by the Fund. The final maturity date of the term facility and the VAT facility will be the date that falls on the seventh anniversary of the first utilisation date or, in the case of extension, on the tenth anniversary. The loan agreement contains financial covenants requiring the Fund to maintain a specified loan to value ratio and, once the relevant properties have started to produce income, an interest service coverage ratio. Breach of interest service coverage ratios on a test date will lead to an automatic cash sweep of funds into a reserve account. If more than one breach occurs in a year, or if the relevant ratio is materially breached, an event of default is triggered. The agreement, inter alia, also contains general covenants restricting the ability of the Fund to: (i) create or permit to exist any encumbrances over the properties financed through this facility; (ii) dispose of any of its assets; (iii) incur further financial indebtedness other than in accordance with the terms and conditions of the loan agreement; (iv) change its business; (v) merge or consolidate with or into any other entity; (vi) make any loan in favour of third parties; and (vii) repay units and distribute funds. The agreement also provides for mandatory prepayment in the event of, inter alia, change of control or replacement of the Fund Manager (except for replacement for cause or by another fund manager controlled by Pirelli RE), disposal of any property covered by the facility or change in income or net tax regime to which the Fund is subject, only if such change affects the ability of the Fund to meet its obligations towards the lenders. The loans will be secured, inter alia, with mortgages over the Edificio 16 properties, pledges over bank accounts, assignment by way of security of the receivables deriving from certain agreements, including lease agreements, insurance policies and development contracts. The agreement contains usual representations and warranties including, status, power and authority, no default, financial statements, title, reports and information, property-related matters, tax, management agreements, environmental, and planning. The agreement contains conditions precedent customary for this type of agreement, including absence of a default, accuracy of the representations at Admission, and documentary conditions precedent. The first draw down is subject to the following conditions precedent: (i) confirmation that the shares of the Company have been admitted to trading on AIM; (ii) the absence of major default (i.e. an event of default in relation to effectiveness of the transaction documents and the Fund documents, early liquidation of the Fund, insolvency or major creditor process); and (iii) evidence that the Fund will have sufficient resources to purchase the Edificio 16 building. (3) Eastgate Park Facility Agreement On 26 September 2006, Natexis Milan, Natexis Banques, Banca di Roma, M.C.C., Banco di Sicilia and Banca Intesa entered into a senior loan agreement with the Fund, as borrower, pursuant to which the lenders will make available to the Fund an aggregate principal amount of up to A226,000,000 to be borrowed under the following facilities: • a term facility, to be advanced in 5 tranches, with the purposes of, inter alia, partially: (i) refinancing certain existing indebtedness; (ii) financing the acquisition costs for the purchase of further segments of land in the Eastgate Park development area (the ‘‘Future Eastgate Park Properties’’); (iii) financing the urbanisation costs related to the acquired property and financing the development costs related to the urbanisation, light industrial, logistics development and construction of any buildings or group of buildings erected on Eastgate Park; and (iv) crediting an escrow account for the issuance of bank guarantees in connection with the carrying out of the urbanisation works. The term facility will bear interest at a variable rate of EURIBOR plus a margin in a range of 0.5 to 1.5% per annum, depending on the tranches; and 48 • a VAT facility to be advanced in 2 tranches, with the purposes of partially (i) refinancing the equity injection made by the unitholders of the Fund; (ii) repaying the VAT facility under certain bridge term loans; and (iii) financing the VAT payable on development costs and acquisition costs for the Future Eastgate Park Properties. The VAT facility will bear interest at a variable rate of EURIBOR plus 0.8% per annum. Each facility will have successive interest periods of 1 or 3 months, as selected by the Fund. The final maturity date of the term facility and the VAT facility will be the date that falls on the seventh anniversary of the first utilisation date or, in the case of extension, on the tenth anniversary. The loan agreement contains financial covenants requiring that the Fund maintains a specified loan to value ratio and interest service coverage ratios. Breach of the interest service coverage ratio on a test date will lead to an automatic cash sweep of funds into a reserve account. If more than one breach occurs in a year, or if the relevant ratio is materially breached, this will trigger an event of default. General covenants include covenants that restrict the ability of the Fund to (i) create or permit to subsist any encumbrances over the properties financed through these facilities; (ii) dispose of any its assets and incur further indebtedness other than in accordance with the terms or conditions of the loan agreement; (iii) change its business, merge or consolidate with or into any other entity; (iv) make any loan in favour of third parties; and (v) repay units and distribute funds. The agreement also provides for mandatory prepayment in the event of, inter alia, change of control or replacement of the Fund Manager (except for replacement for cause or by another fund manager controlled by Pirelli RE), disposal of any property covered by the facility or change in income or net tax regime to which the Fund is subject, only if such change affects the ability of the Fund to meet its obligations towards the lenders. The loans will be secured, inter alia, with mortgages over the Eastgate Park properties, pledge over bank accounts, assignment by way of security of the receivables deriving from certain agreements, including lease agreements, insurance policies and development contracts. The agreement contains usual representations and warranties including, status, powers and authority, no default, financial statements, title, reports and information, property-related matters, tax, management agreements, environmental and planning. The agreement contains conditions precedent customary for this type of agreement, including absence of a default, accuracy of the representations at Admission, and documentary conditions precedent. The first draw down is subject to the following conditions: (i) confirmation that the Shares of the Company have been admitted to trading on AIM; (ii) the absence of major default (i.e. an event of default in relation to: effectiveness of the transaction documents and the Fund documents, early liquidation of the Fund, insolvency or major creditor process), and (iii) evidence that sufficient amounts will be available to the Fund, taking into account the proceeds of the Offer made available to it, to pay down the indebtedness incurred by the Fund in connection with the acquisition of the Eastgate Park Portfolio. (4) Intercreditor Agreement An Intercreditor Agreement was entered into on 9 October 2006 between the Fund, the Fund Manager and the Lenders with a view to regulating their respective claims as to payments, subordination and priority between them, and setting forth certain provisions that shall apply to any financing arrangements (or other arrangements) to be put in place in connection with the existing portfolios and any future portfolio. In particular the Intercreditor Agreement provides that each lender shall enforce its rights exclusively on the assets of the portfolio that have been purchased with the facilities it disbursed (the ‘‘Relevant Portfolio’’) and the proceeds arising out of, or by any means generated by, such Relevant Portfolio. The Intercreditor Agreement further provides that a default under a Relevant Portfolio (for example Edificio 16) shall not cause a default in relation to the other portfolios of the Fund (for example, Eastgate Park or the Income Producing Portfolios). Further indebtedness may be incurred by the Fund on the condition that the future lenders agree to be party to the Intercreditor Agreement and to be bound by the provisions set forth therein. 49 9. HEDGING STRATEGY It is the intention of the Fund Manager to enter, on or about the date of the drawdown of the New Medium Term Facilities, into certain hedging arrangement on behalf of the Fund in order to cover the risk of interest rate fluctuations in line with the hedging strategy plan agreed with the lenders. Such hedging strategy plan provides that hedging agreements covering at least 80% of the notional outstanding principal amount under the New Medium Facilities from time to time will be implemented by the Fund through a collar instrument structure to limit the interest rate on the New Medium Term Facilities with a cap not higher than 5.0%. 10. TAX EFFICIENCY 10.1 Tax regime of the Fund Under Italian law, the Fund is not subject to income taxes or Regional Tax on Productive Activities (IRAP). No withholding taxes apply on income payments received by the Fund, except for the following: • the 12.5% or 27% withholding tax on interest and other proceeds deriving from bonds other than those issued by banks, companies whose shares are listed on Italian regulated markets and public economic entities whose legal form has been changed into companies with capital divided into shares; and • the 27% withholding tax on proceeds deriving from atypical securities issued by resident and non resident entities. 10.2 Tax regime of periodical proceeds and capital gains on disposal of the Units held by the Company On proceeds periodically distributed by the Fund to the Company, as well as on the difference between the amount paid by the Fund upon redemption of the Units and their subscription or purchase price, the Fund Manager does not apply the 12.5% withholding tax generally applicable to Italian tax resident unit-holders, provided that an appropriate self-declaration is submitted by the Company, as the Unitholder of the Fund, attesting to: (i) its status as beneficial owner of the stream of income derived by the Fund; and (ii) its status as resident for tax purposes in a country that recognises the Italian fiscal authorities’ right to an adequate exchange of information (i.e., a country listed in the so-called white list, pursuant to Ministerial Decree 4 September 1996, as subsequently amended). The Netherlands is a country included in the so-called white list. Capital gains realised upon disposal of the Units by the Company are not subject to tax in Italy because the Company is a resident of a country included in the so-called white list. 10.3 VAT Regime of real estate transactions of the Fund The sale of non residential buildings by and to the Fund is VAT exempt, except in the following cases: (a) sales to VAT taxable persons carrying out exclusively or mainly activities with a right to deduction in a percentage equal to or lower than 25%; (b) sales to non-VAT taxable persons; and (c) sales made by the Fund for which it exercises the option to apply VAT. The sale of non-residential buildings is also subject to registration tax and cadastral tax (imposta catastale) and mortgage taxes (‘‘transfer taxes’’). Transfer taxes cannot be recovered by the buyer, but increase the tax base of the asset for income tax purposes. The sale of non-residential buildings by the Fund is subject to the following transfer taxes: • in case of VAT exempt sales, registration tax in the fixed amount of A168 and cadastral tax (imposta catastale) and mortage taxes at the aggregate rate of 2% (provided that the sale occurs on or after 1 October 2006); and • in case of sales that are taxable for VAT purposes, registration tax in the fixed amount of A168, and cadastral tax (imposta catastale) and mortgage taxes at the aggregate rate of 2% (provided that the sale occurs on or after 1 October 2006). 50 The leasing of non-residential buildings by the Fund will be VAT exempt, except in the following cases: (a) the lessee is a VAT taxable person carrying out exclusively or mainly activities with a right to deduction in a percentage equal to or lower than 25%; (b) the lessee is a non-VAT taxable person; or (c) the Fund exercises the option to apply VAT in the lease contract. Leasing of non-residential buildings, both exempt and taxable for VAT purposes, is subject to yearly registration tax at the rate of 1% on the annual rent. Subject to the lease contract already in place, this amount shall be paid in equal shares by the tenant and owner. Contributions in kind to the Fund of a portfolio primarily composed of rent assets do not incur VAT; registration and transfer taxes are in the fixed amount of A168. 10.4 Tax Regime of the Company Classification of the Fund as a transparent entity The Fund is treated as a transparent entity for Dutch corporate income tax purposes. Consequently, based on the principle of full transparency, the Company should be considered to have a direct entitlement to the assets, liabilities and income of the Fund. Corporate income tax position of the Company The Company, as resident taxpayer pursuant to article 2, paragraph 1(a) in conjunction with article 2, paragraph 4, of the Dutch Corporation Tax Act 1969 (Wet op de vennootschapsbelasting 1969), is subject to Dutch corporate income tax with respect to its worldwide income at the marginal tax rate (29.6% in 2006). The Company’s taxable profits are determined according to Dutch tax law principles. Based on the principle of tax transparency, the worldwide income of the Company also includes the income (i.e., ordinary proceeds and capital gains) realised by the Fund derived from the real estate situated in Italy. According to article 6 and article 13, paragraph 1 of the Italy—Netherlands Tax Treaty, Italy is entitled to tax the income (including capital gains) derived from real estate situated in Italy. According to article 24, paragraph 2 of the Italy-Netherlands Tax Treaty, The Netherlands should exempt such income from Dutch corporate income tax. Assuming that the Company only realises taxable income derived from real estate situated in Italy, a full exemption from Dutch corporate income tax should be available pursuant to the exemption method used by The Netherlands. Based on the principle of tax transparency, the Company is directly entitled to the assets and liabilities of the Fund. On the basis thereof, any periodic distribution or any other distribution by the Fund to the Company does not constitute taxable income of the Company, and is therefore not relevant for Dutch corporate income tax purposes. Taxation of the holders of Ordinary Shares For a full description of the taxation regime applicable to holders of the Ordinary Shares, see paragraph 8 of Part VIII of this admission document. VAT regime of the Company The only activity of the Company is expected to be holding the Units and therefore the Company should not qualify as taxpayer for VAT purposes. Consequently, it is expected that the Company will not be able to obtain a refund for any VAT charged to it. 11. DIVIDENDS AND DIVIDEND POLICY The Company expects to pay dividends twice yearly on an interim and final basis, representing in the aggregate approximately 100% of the profits available for distribution (to the extent of available cash) in any given year. There can be no guarantee as to the amount of any dividend payable by the Company, which will depend on a number of factors, including economic conditions, the Company’s performance and 51 the Company’s prospects and alternative investment opportunities. See ‘‘Risk Factors’’ in Part I of this admission document. To the extent that opportunities exist that the Company believes are consistent with its investment criteria, the Company may reinvest proceeds received following the sale of assets held by the Company or the Fund. It is expected that the first dividend distribution will take place on or around April 2007 on the basis of the results as of 31 December 2006 (subject to profits being available for distribution). For a discussion of the material Dutch, Italian and US income tax provisions regarding the taxation of dividends on the Ordinary Shares, see paragraph 8 of Part VIII of this admission document. 12. ACCOUNTING AND VALUATION POLICY The Company’s Historical Combined Financial Information will be prepared in accordance with IFRS and reported in Euros. IFRS differs in certain significant respects from US GAAP. This admission document does not contain a reconciliation of the Company’s Historical Combined Financial Information to US GAAP, and no assurance can be given that such a reconciliation would not reveal material differences. The Directors have decided that they will adopt the option that exists within IFRS to carry investment property at its fair value as permitted by IAS 40 and the land for development with the aim to be disposed of in the ordinary course of business at the lower of cost and net realisable value in accordance with IAS 2. After the initial recognition at acquisition cost, the gain or loss arising from a change in the fair value of the real estate investment property shall be recognised as profit or loss of the accounting period in which it arises. The accounting policies adopted by the Company are set out in Part VI of this admission document. 13. CREST AND DEPOSITORY INTERESTS CREST is a paperless settlement procedure enabling securities to be transferred otherwise than by written instrument. CRESTCo is unable to take responsibility for the electronic settlement of shares issued by non-UK companies in certain jurisdictions, including The Netherlands. Depository Interests allow registered stock to be dematerialised and settled electronically. The registered shares are transferred to a nominee company which then issues Depository Interests to the CREST accounts of individual shareholders on a one-for-one basis and provides the necessary custodial service. Depository Interests can then be traded and settled within the CREST system in the same way as any other CREST stock. The Company, through Capita IRG Trustees Limited, has established a depository interest facility pursuant to which Depository Interests representing Ordinary Shares will be issued, allowing Shareholders to hold their Ordinary Shares in dematerialised form. It is expected that Ordinary Shares allocated to Investors pursuant to the Offer will be delivered in dematerialised form represented by Depository Interests. Shareholders may elect to receive Ordinary Shares in registered uncertificated form. The Company will apply for the Depository Interests to be admitted to CREST with effect from Admission. For more information concerning CREST, shareholders should contact their brokers or CRESTCo at 33 Cannon Street, London EC4M 5SB. See paragraph 12 in Part VIII of this document for additional information. Trading in Depository Interests on AIM will require shareholders to deal through a stockbroker or other intermediary who is a member of the London Stock Exchange. Shareholders resident outside the UK should ensure that their stockbroker is either a member of the London Stock Exchange or has in place arrangements allowing them to effect trades on AIM or (in the case of Depository Interests) CREST. Shareholders who elect to hold their Ordinary Shares in uncertificated form through the Depository Interest facility will be bound by a Deed Poll, the terms of which are summarised in paragraph 12 of Part VIII. In such case, the Company’s share register will show the nominee company, Capita IRG Trustees Limited, as the holder of the Ordinary Shares, but the beneficial interest will be with the Depository Interest holder who continues to receive the rights attaching to the Ordinary Shares as he or she would have done had he or she elected to hold shares in registered form. Depository Interest holders can convert their Ordinary Shares into registered form (instead of dematerialised form) at any time and 52 such shareholding will be evidenced by the entry of the shareholder’s name into the register of members. A share certificate will not be issued. Such a transfer will, however, require the execution of a notarial deed in The Netherlands and the associated costs may exceed A750. Stamp duty or stamp duty reserve tax considerations in relation to Depository Interests are set out in paragraph 8.3 of Part VIII. It is anticipated that permission will be given for the holding and settling of Depositary Interests in respect of the Company through CREST with effect from the date of Admission. Depository Interests will have the same international security identification number (‘‘ISIN’’) as the underlying Ordinary Shares and will not require a separate application for admission to trading on AIM. Further details of the depositary arrangements are set out in paragraph 12 of Part VIII of the admission document. 14. DETAILS OF THE OFFER AND ADMISSION The Company is issuing 20,480,000 Offer Shares and Moabar is offering 3,482,480 Offer Shares by way of the Offer to certain institutional and professional investors in the UK and elsewhere outside the US in reliance on Regulation S under the Securities Act, and to QIBs in the US in reliance on Rule 144A under the Securities Act. The minimum amount for which a subscription of Offer Shares may be made is A50,000. Pursuant to the Offer, the Company expects to receive net proceeds (after underwriting commissions and estimated offering expenses) of approximately A242.5 million from the subscription of new Offer Shares. Pursuant to the Offer, Moabar expects to receive net proceeds (after underwriting commissions and estimated offering expenses and excluding the exercise of the Over-allotment Option) of approximately A42.4 million from the sale of Existing Ordinary Shares. The Company will not receive any proceeds from the sale of the Existing Ordinary Shares to be sold by Moabar. In connection with the Offer and subject to and conditional upon (i) the Offer Price being no less than A14, and (ii) Pirelli RE Netherlands B.V.’s holding in the Company being diluted to not less than 10% after giving effect to the Over-allotment Option, Moabar and Pirelli RE Netherlands B.V. have granted Deutsche Bank, on behalf of the Underwriters, the Over-allotment Option exercisable at any time up to 30 days after the announcement of the Offer Price which will require them to sell in aggregate up to 5% of the number of Ordinary Shares in the Company immediately after Admission to cover over-allotments (if any) made in connection with the Offer and to cover short positions resulting from stabilisation transactions. Assuming no exercise of the Over-allotment Option, the Offer Shares will represent approximately 78.6% of the enlarged share capital of the Company at Admission. The Offer is conditional upon Admission becoming effective and on the Underwriting Agreement becoming unconditional and not having been terminated in accordance with its terms. It is expected that Admission will take place and unconditional dealings in the Ordinary Shares will commence on AIM at 8.00 a.m. (London time) on 18 October 2006. Prior to Admission, it is expected that dealings in the Ordinary Shares will commence on a conditional basis on 13 October 2006. These dates and times are subject to change. 15. LOCK-UP AND ORDERLY MARKET ARRANGEMENTS The Company has agreed not to issue, offer, sell, contract to sell, grant options over or otherwise dispose of Ordinary Shares, or enter into any financial product or security whose value is determined by reference to the price of the Ordinary Shares or announce any intention to do so subject to certain customary exceptions for a period of 180 days following Admission without the prior written consent of the Joint Global Co-ordinators (such consent not to be unreasonably withheld or delayed). Moabar B.V. has agreed not to offer, sell, contract to sell, grant options over, pledge or mortgage Ordinary Shares or enter into any financial product or security whose value is determined by reference to the price of the Ordinary Shares or otherwise dispose of Ordinary Shares or announce its intention or mandate any third party to do so for a period of 180 days after Admission without the prior written consent of the Joint Global Co-ordinators (such consent not to be unreasonably withheld or delayed). In addition to customary exceptions to the lock-up, Moabar B.V. is permitted to issue and/or sell to certain persons (including, without limitation, to group companies and affiliates of Moabar B.V. and members of the Pirelli RE 53 Group) securities that are referenced to the price of the Ordinary Shares in connection with the reoganisation of Spazio Industriale II B.V. In addition and subject to certain customary exceptions, Pirelli RE Netherlands B.V. has agreed not to offer, sell, contract to sell, grant options over, pledge or mortgage Ordinary Shares or enter into any financial product or security whose value is determined by reference to the price of the Ordinary Shares or otherwise dispose of Ordinary Shares or announce its intention or mandate any third party to do so for a period of twelve months from the date of Admission without the prior written consent of the Joint Global Co-ordinators (such consent not to be unreasonably withheld or delayed). Furthermore, Pirelli RE Netherlands B.V. has undertaken to the Company that (subject to certain customary exceptions) for so long as a direct or indirect subsidiary of Pirelli RE provides either corporate management services to the Company or manages the Fund, Pirelli RE Netherlands B.V. will not dispose of the Ordinary Shares held by it on Admission (other than any Ordinary Shares to be sold by it in the event the Over-allotment Option is exercised) and that, furthermore, it will take all steps necessary (including but not limited to subscribing for and/or purchasing Ordinary Shares) to ensure that at all times it holds at least 10% of the entire issued share capital of the Company after the date of Admission. For as long as a direct or indirect subsidiary of Pirelli RE provides either corporate management services to the Company or manages the Fund (the ‘‘Promote Lock-up Conditions’’), Ordinary Shares subscribed for by Pirelli RE Netherlands B.V. pursuant to the holding by Pirelli RE Netherlands B.V. of Preferred Shares in the Company (‘‘Promote Shares’’) will be subject to a lock-up of 180 days from the date of issue of such Promote Shares. After expiry of such 180 day period, Pirelli RE Netherlands B.V. shall be entitled to dispose of such Promote Shares, provided that in each subsequent 180 day period the number of Promote Shares subject to any such disposal represents not more than 20% of the aggregate issuance of Promote Shares to Pirelli RE Netherlands B.V. on the immediately preceding Test Date (as defined in the Articles). If in any such subsequent 180 day period the number of Promote Shares subject to a disposal represents less than 20% of the aggregate issuance of Promote Shares on the relevant Test Date, Pirelli RE Netherlands B.V. is entitled to effect a disposal of such Promote Shares in any subsequent 180 day period and such Promote Shares shall not count towards the calculation of the 20% threshold in any subsequent 180 day period. Further details of the rights attaching to Preferred Shares issued by the Company to Pirelli RE Netherlands B.V. are set out in paragraph 4.3 of Part VIII and in paragraph 16 of this Part II. 16. RIGHTS ATTACHED TO PREFERRED SHARES The Articles of Association provide for an incentive payment (the ‘‘Promote’’) to be paid to the holders of Preferred Shares. Pirelli RE Netherlands B.V. holds all of the Preferred Shares of the Company. The Promote will be based on the achievement of a semi annually compounded internal rate of return on the Ordinary Shares (the ‘‘Incentive IRR’’) in excess of 12% (the amount of such excess being the ‘‘Excess Amount’’) for the period commencing on the closing date of the Offer and ending on 31 December 2008 (the ‘‘First Incentive Measurement Period’’), and for successive three year periods thereafter (the ‘‘Successive Incentive Measurement Periods’’ and, together with the First Incentive Measurement Period, the ‘‘Measurement Periods’’). The last day of each Measurement Period is referred to as the ‘‘Trigger Date’’. The Incentive IRR will be calculated: (a) for the First Incentive Measurement Period, by taking into account all dividends and distributions payable to holders of Ordinary Shares during such Measurement Period and the difference, if any, between the weighted average public price of the Ordinary Shares during the three months ending 31 December 2008 and the Offer Price and (b) for each Successive Incentive Measurement Period, by taking into account all dividends and distributions payable to holders of Ordinary Shares during such Measurement Period and the difference, if any, between the weighted average public price of the Ordinary Shares during the three months ending on the Trigger Date in respect of such Measurement Period and the weighted average public price of the Ordinary Shares during the three months ending on the Trigger Date in respect of the immediately preceding Measurement Period. The number of Ordinary Shares issuable in payment of the Promote in respect of any Measurement Period shall be that number of Ordinary Shares having a market value (based on the weighted average public price of the Ordinary Shares for the three months ending on the Trigger Date in respect of such Measurement Period) equal to the Euro equivalent of 20% of the Excess Amount for that Measurement Period. 54 If, in respect of any Measurement Period, the dividends and distributions have been insufficent to achieve an IRR of 12%, in calculating the Promote in respect of the subsequent Measurement Period, the weighted average public price of the Ordinary Shares during the three months ending on the Trigger Date in respect of the subsequent Measurement Period shall be reduced by an amount equal to the shortfall. The same principle applies to any subsequent Measurement Periods. Any Ordinary Shares so issued to the Corporate Manager will be subject to a lock-up of 180 days from the date of issue of such Ordinary Shares. Following the expiration of the lock-up period applicable to each issuance of Ordinary Shares pursuant to the Promote, Pirelli RE Netherlands B.V. will be allowed to sell such Ordinary Shares not more frequently than every six months in installments each not exceeding 20% of the aggregate of such issuance of such Ordinary Shares. If the Preferred Shares are no longer held by a member of the Pirelli RE Group (as referred to in Section 2:24b of the Dutch Civil Code), such Preferred Shares shall automatically, without any further action being required, convert from Preferred Shares into Ordinary Shares on a share for share basis (i.e. one Preferred Share shall be converted into one Ordinary Share). If the Corporate Management Agreement is terminated by the Company without cause in accordance with its provisions, the Trigger Date for calculation of the Promote shall be the date of termination of such appointment and the Preferred Shares shall be repurchased by the Company at par value immediately after the issue of Ordinary Shares in respect of the final Measurement Period provided, however, that if prior to such termination the appointment of the Fund Manager is terminated in accordance with the Fund Rules on grounds of fraud or wilful misconduct, the Corporate Manager will lose its entitlement to the Promote in respect of the then current Management Period and Pirelli RE Netherlands B.V. shall have no further entitlement in respect of the Promote. If the Corporate Management Agreement is terminated by the Company on grounds of fraud or wilful misconduct of the Corporate Manager, the Company shall have the right to repurchase the Preferred Shares at par value and, following exercise of such right, Pirelli RE Netherlands B.V. will lose its entitlement to the Promote in respect of the then current Measurement Period and shall have no further entitlement in respect of the Promote. If the Corporate Management Agreement is terminated by the Corporate Manager then the Preferred Shares shall be repurchased by the Company at par value and Pirelli RE Netherlands B.V. will lose its entitlement to the Promote in respect of the then current Measurement Period and shall have no further entitlement in respect of the Promote. If at any time the Promote Lock-Up Conditions cease to apply (i.e. members of the Pirelli RE Group no longer act as Fund Manager and as Corporate Manager), the Preferred Shares shall be repurchased by the Company at par value and Pirelli RE Netherlands B.V. will lose its entitlement to the Promote in respect of the then current Measurement Period and shall have no further entitlement in respect of the Promote. 17. RESTRICTIONS ON TRANSFER Given the fact that, on the date of Admission, the Company’s only asset will be 100% of the units of the Fund, the subscription by Investors for Ordinary Shares in the Company could be deemed to constitute a participation by Investors in the performance of the underlying Fund, albeit on an indirect basis. Accordingly, in order to comply with Italian legal and regulatory requirements regarding the holding of interests in funds reserved to qualified investors, certain transfer restrictions in respect of Italian resident Investors have been incorporated into the Articles of Association. Accordingly, the transfer restrictions contained in the Articles of Association prevent the transfer of Ordinary Shares to persons resident in Italy and to legal entities whose registered office is in Italy who would not qualify as ‘‘Qualified Investors’’ pursuant to the Fund Rules. The Fund Rules define ‘‘Qualified Investors’’ as: (i) investment companies, banks, stockbrokers, asset management companies (so called ‘‘Società di Gestione del Risparmio’’), variable capital investment companies (so called ‘‘Società di Investimento a Capitale Variabile’’), pension funds, insurance companies, bank group financial holding companies and entities registered in the lists referred to in Articles 106, 107 and 113 of Consolidated Banking Act; (ii) non-Italian persons authorised to carry out, by virtue of regulations in force in their countries of origin, the same activities carried out by the persons described in (i) above; (iii) banking institutions; and (iv) juridical persons and other entities in possession of specific competence and experience in operations relating to financial instruments. The possession of such specific competence and 55 experience should be expressly declared in writing by the relevant legal representatives of such juridical persons or other entities. If an Ordinary Share is acquired or held by or on behalf of a Non-Qualifying Shareholder (as described in paragraph 4.16 of Part VIII), the voting rights attaching to Ordinary Share shall be suspended and the holder of that Ordinary Share shall have no right to attend (whether in person or by proxy) any general meetings of the Company and can be required by the board of directors of the Company to sell and transfer the relevant Ordinary Share to a designated transferee in accordance with the Articles. As described in the next paragraph, similar restrictions and compulsory transfer provisions apply to holders of Depository Interests. The Deed Poll provides that if Depository Interests are acquired or held by or on behalf of a NonQualifying Shareholder (or a person who would be a Non-Qualifying Shareholder or a person who would be a Non-Qualifying Shareholder if such person held Ordinary Shares directly), (i) the holder shall be deemed to have requested the cancellation of its Depository Interests and is obliged to convert its Ordinary Shares into registered form by completing the transfer procedure set out in the Deed Poll. Such a transfer procedure requires the execution of a notarial deed in The Netherlands and the costs associated with this may exceed A750. Once the transfer procedures are completed and the holder becomes the registered shareholder of such Ordinary Shares, the compulsory transfer provisions in the Articles of Association will apply to such Ordinary Shares, (ii) in the event that the holder fails to complete the transfer procedures within the relevant time period (x) the Depository may exercise certain rights and remedies against such holder which may include, but are not limited to, selling or transferring the relevant Depository Interests or the Ordinary Shares held on such holder’s behalf, (y) the voting rights attaching to the Ordinary Shares held on such holder’s behalf may be suspended and (z) the compulsory tranfer provisions in the Articles of Association will apply to such Ordinary Shares held by the Depository on such holder’s behalf. For a more detailed description of the Deed Poll, see paragraph 12 of Part VIII of this document. For a description of the Articles of Association and these restrictions, see paragraph 4 of Part VIII of this document. 18. RISK FACTORS Your attention is drawn to the ‘‘Risk Factors’’ set out in Part I of this document. 56 PART III CORPORATE STRUCTURE AND MANAGEMENT 1. THE COMPANY The Company is a holding company incorporated in The Netherlands and is a public company with limited liability. The Company is the holder of 100% of the Units of the Fund. Save for its ownership of the Units, the Company currently has no subsidiaries or other assets. 2. THE MANAGEMENT OF THE COMPANY 2.1 The Board of Directors of the Company Upon Admission, there will be five Directors on the Company’s board of directors (the ‘‘Board’’ or ‘‘Board of Directors’’), three of whom, including the Chairman, will be independent Directors. Olivier de Poulpiquet has been appointed to the Board as a representative of the Pirelli RE Group and Richard Mully has been appointed to the Board as a representative of Cypress Grove. Pirelli RE Group, through Pirelli RE Netherlands B.V., will have the right to appoint a Director for such period as it retains a holding of Preferred Shares and a stake of at least 10% of the aggregate issued Ordinary Shares from time to time of the Company. Resolutions of the Board of Directors shall be passed by majority of the directors, with the exception of certain decisions as specified in the terms of reference for the Board, which will require a qualified majority of 80% of directors present and entitled to vote at meetings of the Board. A summary of the material provisions of the Articles of Association is contained in paragraph 4 of Part VIII of this document. John Duggan and Roy Dantzic (independent Directors) and Mario Tornaghi (an executive of Pirelli RE Group) have been appointed as members of the Fund Advisory Committee. A detailed description of the scope of authority of the Fund Advisory Committee is set out in paragraph 4 below. Furthermore, the Company, acting through its Board, will have further rights to approve certain matters relating to the management of the Fund in the Company’s capacity as Unitholder of the Fund. A detailed description of the role and powers of the Unitholders is set out in paragraph 4 below. Brief biographical details of the Directors are as follows: John Duggan (age 58) John Duggan is the Chairman of Gazeley, having previously been its CEO, a wholly owned subsidiary of Wal-Mart and a leading European developer of warehouse space. He has 28 years of experience in real estate, working in the construction, house-building, real estate development and retail sectors. He is a qualified accountant (FCCA) and has a master’s degree in business administration (Cranfield). He is also a member of the board of the US China Centre for Sustainability, a member of the US advisory council for the Prince of Wales’ Business Trust and the Environment Programme and is Chairman of the Milton Keynes Parks Trust. Roy Dantzic (age 62) Roy Dantzic is Non-Executive Chairman of Development Securities plc and of Interior Services Group plc in addition to being a Non-Executive Director of Airplanes Ltd and of Blenheim Bishop Ltd. Prior to these positions Mr Dantzic was Finance Director of Stanhope Properties from 1992 until it was acquired in 1995 and Managing Director of British Gas’s property subsidiary from May 1996 until his retirement in May 2003. Mr Dantzic is a qualified accountant (a member of the Institute of Chartered Accountants of Scotland) and a member of the Council of Management of the Architectural Heritage Fund and a Trustee of the Portman Estate. Olivier de Poulpiquet (age 40) Olivier de Poulpiquet is the General Manager of Investment and Asset Management of Pirelli RE and is in charge of all acquisitions and international development. He also coordinates its asset management operations. Prior to joining Pirelli RE in 2004, he was Co-Head of the European Real Estate Investment Group of Morgan Stanley Real Estate. He commenced his employment at Morgan Stanley in the Investment Banking in 1994. From 1996 he focused his activities on real estate principal investments for Morgan Stanley Real Estate, first in London, then in Paris and then in Milan, as Head of Acquisitions. 57 Mr de Poulpiquet holds a master’s degree in business administration from Columbia Business School and is a member of the European Public Real Estate Association (EPRA) Management Board. Richard Mully (age 45) Richard S. Mully is Managing Partner of Grove International Partners LLP and has been responsible for investment strategy and management in Europe for Cypress Grove and SREI since 1999. Prior to his present position, Mr Mully was the Chief Executive Officer of European Property Partners Limited and the Managing Director and Head of European Merchant Banking for Prudential Insurance Company of America. Prior to this, Mr Mully was a Partner and Managing Director of Bankers Trust Company where he founded and headed their European Real Estate Investment Banking Group in 1992. Prof. Gualtiero Tamburini (age 61) Professor Tamburini is the Vice President and scientific director of the Real Estate Department of Nomisma S.p.A. He is an industrial economist by training and has world class experience in research, coordination and development of real estate related projects as well as consulting in the fields of construction and complex real estate programmes. Professor Tamburini has also served as a consultant for numerous Italian public and private bodies on economics and construction policies relating to real estate and infrastructure. Professor Tamburini is currently the President of Assoimmobiliare (an Italian real estate association), the Italian association of real estate companies, and a member of a number of boards and commissions. He has also published extensively in the field of economics and is a Professor of Applied Economics in the University of Urbino. 2.2 Corporate Governance In The Netherlands, it is possible for certain public limited companies (‘‘naamloze vennootschappen’’ or ‘‘N.V.’’) (such as the Company) to operate under either a one-tier governance structure or two-tier governance structure. The Company operates a unitary governance structure with a single board of Directors. On Admission, the Company will have its shares traded on AIM and will not therefore be required to comply with the Combined Code or the Dutch Corporate Governance Code. Nonetheless, the Board recognises that it is in the best interests of the Company and its Shareholders to comply with the principles of corporate governance contained in the Combined Code that are appropriate for a company of its size and activities, taking account of the fact that it is incorporated in The Netherlands, and to support high standards of corporate governance. The Combined Code states that the board should determine whether a director is independent in character and judgment and whether there are relationships or circumstances that are likely to affect, or could appear to affect, the director’s judgment. Under the provisions of the Combined Code, three of the Company’s five Directors (including the Chairman) would be considered to be independent. To enable the Board to perform its duties, each Director will have full access to all relevant information. In line with the Combined Code, the Company has established three committees: a remuneration committee, a nomination committee and an audit committee. The terms of reference of the committees have been supplemented with additional provisions from the Combined Code as applicable to AIM companies (taking into account the guidance for AIM companies issued by the Quoted Companies Alliance in July 2005). A brief description of the terms of reference of the committees is set out below. Remuneration committee The remuneration committee is comprised of the three independent Directors and will meet at least once each year. The remuneration committee is chaired by John Duggan. Subject always to the remuneration policy adopted by the General Meeting, the remuneration committee has as its remit the determination and review of, amongst other matters, the remuneration of the Directors. In addition, the remuneration committee assists the Board in preparing an annual report on the remuneration policy of the Company, which will form part of the Company’s annual report and accounts. No Director may be involved in any decisions as to his/her own remuneration. 58 Nomination committee The nomination committee is comprised of the three independent Directors and will meet at least once each year. The nomination committee is chaired by John Duggan. The committee’s remit is to prepare selection criteria and appointment procedures for members of the Board, to make recommendations to the Board on the appointment of new members to the Board, and to review, on a regular basis, the structure, size and composition of the Board. In undertaking this role, the committee should refer to the skills, knowledge and experience required of the Board given the Company’s stage of development and make recommendations to the Board as to any changes. The committee should also consider future appointments in respect of the Board’s composition as well as make recommendations regarding the membership of the audit committee. Audit committee The audit committee is comprised of the three independent Directors and will meet at least twice each year. The audit committee is chaired by Roy Dantzic. The audit committee must consider, amongst other matters: (a) the financial statements of the Company, including its annual and interim accounts, and the effectiveness of the Company’s internal controls and risk management systems; (b) auditors’ reports; and (c) the terms of appointment and remuneration of the auditors. The committee supervises, monitors, and advises the Board on internal risk management and control systems and the implementation of codes of conduct. In addition, the audit committee reviews, prior to submission to the Board, financial information and a number of other audit-related issues. Share dealing code The Company has adopted, with effect from Admission, a share dealing code for the members of the Board and certain employees that is appropriate for a company whose shares are admitted to trading on AIM (particularly relating to dealings during close periods in accordance with Rule 21 of the AIM Rules). The Company will take all reasonable steps to ensure compliance with such code by the members of the Board and any relevant employees. 3. THE CORPORATE MANAGER Corporate and administrative services will be provided to the Company in The Netherlands by the Corporate Manager, which is also a Shareholder of the Company, pursuant to a Corporate Management Agreement entered into between the Corporate Manager and the Company (the ‘‘Corporate Management Agreement’’). The provision of these services by the Corporate Manager is intended, inter alia, to enable the Company to comply with its financial and other reporting requirements under the AIM Rules and Dutch law. Pursuant to the Corporate Management Agreement, the Corporate Manager has agreed to provide to the Company administrative, corporate, budgeting, legal, secretarial and investor relations services, including assistance with the preparation and reporting of financial statements on the following main terms and conditions: • Duration—10 years from the date of Admission, with subsequent automatic renewals of 5 years up to a maximum term of 30 years in connection with any extension of the term of the Fund pursuant to the Fund Rules. • Fee—The Company shall pay the Corporate Manager in quarterly instalments an annual management fee of 0.15% of the average of (a) the aggregate historic acquisition costs or transfer value of the assets owned by the Fund (including transaction costs, maintenance costs, financing costs and capitalised costs) at the end of such quarter and (b) the aggregate historic acquisition costs or transfer value of the assets owned by the Fund (including transaction costs, maintenance costs, financing costs and capitalised costs) at the end of the immediately preceding quarter. The aggregate fee on an annual basis shall not be less than A350,000. • Indemnification—The Corporate Manager has agreed to indemnify the Company and its directors and officers from and against any liabilities suffered by them as a result of a breach by the Corporate Manager of its obligations under the Corporate Management Agreement. • Termination—The Corporate Management Agreement may be terminated by the Corporate Manager after the expiry of 27 months from the date of Admission provided that 12 months’ prior notice of termination is given to the Company and the Fund Manager has resigned its appointment as fund 59 manager or has been substituted as manager of the Fund in accordance with the Fund Rules. In such case, the Company has agreed to pay to the Corporate Manager the accrued management fee and all fees and expenses accrued up to the effective date of termination. The Corporate Management Agreement may be terminated by the Company: (i) at any time, for cause including, insolvency, fraud, wilful misconduct or gross negligence of the Corporate Manager, material breach by the Corporate Manager of its obligations under the Corporate Management Agreement or material breach of applicable law or of the UK Code of Market Conduct provided that such breach (other than in the case of insolvency) is not remedied within 30 business days of receipt of notice of termination; in such case a termination payment is payable by the Company in the amount of the accrued management fee and all fees and expenses accrued up to the date of termination; (ii) other than for cause, after the expiry of at least 27 months from the date of Admission provided that 6 months’ prior notice of termination is given by the Company and the Fund Manager has resigned its appointment as Fund Manager or is substituted as manager of the Fund in accordance with the Fund Rules; in such case, the Company agrees to pay to the Corporate Manager a termination fee equal to two times the applicable annual management fee in addition to any management fee or other fees or expenses accrued as at the date of termination. On 12 October 2006, Pirelli RE provided a deed of undertaking to the Company pursuant to which Pirelli RE undertakes that for so long as a member of the Pirelli RE Group is the Corporate Manager, Pirelli RE shall procure that the Corporate Manager complies with its obligations to provide services pursuant to the provisions of the Corporate Management Agreement and, should the Corporate Manager fail to do so, Pirelli RE shall provide such services or procure the provision of such services by other members of the Pirelli RE Group or other appropriately qualified and experienced persons. 4. THE FUND The Fund, named ‘‘Spazio Industriale—Fondo Comune di investimento immobiliare di tipo chiuso’’, was established by resolution of the board of directors of the Initial Fund Manager on 6 December 2005 and was authorised by the Bank of Italy on 28 December 2005. The Fund is an ordinary real estate closed-end reserved fund limited to certain qualified investors as defined in the Decree. The Fund is managed by the Fund Manager on the basis of the rules of the Fund (the ‘‘Fund Rules’’). Under Italian law, the assets of the Fund are separate: (i) from the assets of the Fund Manager, (ii) from any other pool of assets managed by the Fund Manager and (iii) from the assets of each holder of the Units (‘‘Unitholder’’). The Fund and the Fund Manager are supervised by the Bank of Italy. Italian real estate funds are regulated by, inter alia, the Italian Legislative Decree of 24 February 1998, no. 58, as subsequently revised (the ‘‘Consolidated Financial Act’’) and its implementing provisions, including the Decree and the Regulation of the Bank of Italy of 14 April 2005 (the ‘‘Bank of Italy Regulation’’). The following is a summary of the principal terms of the Fund. 4.1 Corporate Governance of the Fund The corporate governance structure set out in the Fund Rules is aimed at providing active involvement of the Unitholders in the decision-making process of the Fund Manager with respect to important management decisions regarding the assets of the Fund. As sole Unitholder of the Fund, the Company has two specific mechanisms by which it approves material decisions of the Fund Manager. First, the Fund Rules provide that certain matters must be approved by the Unitholders at a Meeting of Unitholders (a ‘‘Unitholders’ Meeting’’). Secondly, certain matters must be approved by the Fund Advisory Committee, which is elected by the Unitholders. As the Company currently owns 100% of the Units it currently controls 100% of the votes at any Unitholders’ Meeting and appoints all of the Fund Advisory Committee members. Unitholders’ Meeting A Unitholders’ Meeting is a meeting of the holders of the Units of the Fund. Unitholders’ Meetings must be called by the board of directors of the Fund Manager. If the board of directors of the Fund Manager does not call Unitholders’ Meetings, they may be called by the Chairman of the Unitholders’ Meeting or, should the latter position be vacant, by the Chairman of the Advisory Committee. A Unitholders’ Meeting is also convened whenever requested by Unitholders representing at least 20% of the Units, and provided that the request includes a list of the matters to be discussed. 60 A Unitholders’ Meeting is called by means of a notice sent at least 15 calendar days prior to the date of the meeting. A Unitholders’ Meeting is validly held without notice, as long as Unitholders representing, including by proxy, 100% of the Units are present and no Unitholder contests the discussion of the items on the agenda. The following matters must be put to a vote of the Unitholders at a Unitholders’ Meeting: (a) election and removal of the Chairman of Unitholders’ Meetings; (b) election of the members of the Fund Advisory Committee; (c) extensions of the Term of the Fund and its early liquidation; (d) proposals for amendments to the Fund Rules proposed by the fund manager; (e) removal of the fund manager and its replacement with a new fund manager; (f) issuance of new Units; and (g) all other matters contemplated by law and the Fund Rules as requiring the approval of the Unitholders. Resolutions of a Unitholders’ Meeting are required to be approved with the favourable vote of at least 50.1% of the Units. The vote of Unitholders representing 85% of the Units is necessary in order to resolve upon matters under (c), (d) and (f) above. Fund Advisory Committee The Fund Advisory Committee must be comprised of between three to seven members appointed by the Unitholders. Unless otherwise resolved with the vote of the Unitholders holding at least 85% of the Units, the Fund Advisory Committee is comprised of three members. The members of the Fund Advisory Committee at the time of Admission are John Duggan, Roy Dantzic and Mario Tornaghi. The Chairman of the Fund Advisory Committee at the time of Admission is John Duggan. The Fund Advisory Committee is required to meet at least four times a year and otherwise whenever required pursuant to the Fund Rules or as its Chairman deems necessary. The Committee shall also meet upon the request of at least two of its members or upon the request of any member of the board of directors of the Fund Manager. Meetings of the Fund Advisory Committee are called by means of a notice sent at least 5 calendar days prior to the date of the meeting (or at least 2 calendar days in urgent cases). Meetings of the Fund Advisory Committee are validly held on shorter notice, as long as all members thereof are represented, in person or by proxy, and no member contests the discussion of the items on the agenda. The opinion of the Fund Advisory Committee shall be binding upon the Fund Manager in respect of (i) any transaction (investment or divestment or other) in which the Fund Manager has an actual or potential conflict of interest (either directly or through an affiliate); (ii) the annual business plan of the Fund and any material amendments thereto; (iii) any decision concerning the entry into, revocation, change or renewal of each property management, project management and agency services agreement entered into in respect of the assets of the Fund and (iv) any other matters for which the Fund Rules require the binding opinion of the Fund Advisory Committee including, for example, investments in real estate assets located outside Italy and investments outside the scope of the Fund Rules. In addition to the above, the Fund Advisory Committee shall be entitled to give non-binding recommendations to the Fund Manager regarding (a) the appointment, renewal, or revocation of the mandate granted to independent appraisers of the Fund; (b) settlement of legal disputes to which the Fund is a party; and (c) modifications to the town planning and proposed use of the real estate assets of the Fund and/or urban/administrative interventions. One member of the Fund Advisory Committee, nominated by the Committee, is entitled to attend, as an observer, the meetings of the board of directors of the Fund Manager called to discuss issues relevant to the Fund. The Fund Advisory Committee may formulate non-binding proposals for the board of directors of the Fund Manager and/or send the board of directors of the Fund Manager requests for clarification or information to which the Fund Manager must provide a prompt written response. Where the Fund Manager diverges from the non-binding recommendations of the Advisory Committee it shall indicate the 61 reason therefor. Furthermore, a general mandate has been issued by the Fund Advisory Committee to the Fund Manager, details of which are set out below. The mandate from the Fund Advisory Committee to the Fund Manager requires the Fund Manager to notify the Fund Advisory Committee of all matters that have, or may have, a material effect on the Fund or any of its assets, including, without limitation, each of the following actions, circumstances and developments: • any new developments that are not public knowledge concerning a material change in the Fund’s financial condition, sphere of activity, performance of its business or expectation of its performance; • any substantial acquisitions, disposals, related party transactions, and disposals that could result in a fundamental change of business; • any material changes in the level of fees paid to service providers from the date of this mandate; • entry into any material contract or arrangement regarding the payment of fees to any party; • any and all matters required to be disclosed to the Fund Advisory Committee pursuant to the provisions of the Fund Rules; • information regarding the management of financial covenants pursuant to any financing agreement entered into by the Fund from time to time; • any material notifications received from any lender pursuant to any financing agreement entered into by the Fund from time to time; • the repayment or repurchase of any outstanding debt instrument other than in accordance with the terms of such debt instrument; • the incurring of any indebtedness for borrowed money in excess of A1,000,000 (one million); • any material alteration of any loan agreement to which the Fund is a party; • any material claims made by or threatened against the Fund pursuant to any warranty, indemnity or other provision of any document relating to the acquisition, disposal or lease of any asset or property of the Fund; • the commencement, settlement or termination of any litigation, lawsuit or similar proceedings; • the making of any contract outside the ordinary course of business or otherwise than on arm’s length terms; • the making of or commitment to any expenditure in excess of A1,000,000 (one million) in any single transaction or group of related transactions (including the acquisition of any material assets) that has not been provided for in the approved annual business plan; • the assumption of sureties, issuance of guaranties, or assumption of other liabilities on behalf of third parties in excess of Euro 100,000 (one hundred thousand); • the commencement of any winding-up action or the taking of any steps to liquidate the Fund; • the entry into any contract, agreement, arrangement or commitment to do or engage in any of the foregoing. In addition, the Fund Advisory Committee shall evaluate on a quarterly basis the performance of the individual fund manager, who will initially be Alberto Iori, and submit such evaluations to the Fund Manager. 4.2 Undertaking of Pirelli RE The Fund Manager has put in place arrangements in order to assist in reducing conflicts of interest that may arise between the different funds managed by the Fund Manager and between the Fund and Pirelli RE Group in relation to certain investment opportunities. Pirelli RE has agreed with the Company pursuant to the terms of the Deed of Undertaking dated 12 October 2006 that, for so long as (i) members of Pirelli RE Group act as fund manager and (ii) not less than 51% of the Units are owned, directly or indirectly, by the Company, any investment opportunity that is available to Pirelli RE or its affiliates to acquire real estate assets, real estate portfolios or development projects a majority of which are located in Italy in respect of which the majority use is industrial, logistical craft, warehousing, archive, laboratory or 62 technical facilities or any combination thereof and where the vendor intends to fully dispose of the relevant assets without retaining any direct or indirect equity interest therein shall be offered by Pirelli RE first to the Fund Manager to determine (having consulted with the Fund Advisory Committee) whether such opportunities should be pursued on behalf of the Fund and the Fund Manager shall be allowed the time period and procedures set forth in the Deed of Undertaking to occur before any other member of Pirelli RE Group (for its own account or for the account of any real estate fund managed by it) may pursue such investment opportunity (for the avoidance of doubt, sale and lease back transactions and vendor financed dispositions shall not be deemed to be opportunities where the vendor retains a direct or indirect equity interest therein). If the Fund Advisory Committee does not approve, or fails to approve, an investment opportunity, it may be pursued by other members of the Pirelli RE Group. The agreement does not limit the ability of any member of the Pirelli RE Group to provide services to, or to manage (also as fund management company), companies or funds investing in industrial assets provided that Pirelli RE shall cause its affiliates managing real estate funds to comply with the right of first refusal in favour of the Fund. Certain categories of assets are expressly excluded from the undertakings of Pirelli RE and its affiliates pursuant to the undertaking, namely: (a) real estate assets, real estate portfolios or development projects directly or indirectly owned, at the time of execution of the Deed of Undertaking, by Pirelli RE or its affiliates, by entities in which Pirelli RE or its affiliates have a direct or indirect interest, or by real estate funds managed by an affiliate of Pirelli RE; and (b) real estate assets, real estate portfolios or development projects in respect of which Pirelli RE or its affiliates have entered into binding written agreements to buy or sell prior to the date of the Deed of Undertaking. Pirelli RE also undertakes that for so long as a member of Pirelli RE Group acts as fund manager of the Fund, the number and qualifications of the members of the management team available to the Fund will be at least equal to those of the management team currently available to the Fund and that the members of the management team available to the Fund from time to time will not provide asset management services (i) in favour of any company or real estate fund managed by a member of Pirelli RE Group with respect to existing industrial assets or (ii) with respect to future industrial assets, unless the relevant investment opportunity has first been offered to, and not pursued by, the Fund (except as regards real estate assets owned, directly or indirectly, at the date of the Deed of Undertaking by Induxia S.r.l or Spazio Industriale B.V.). The Fund Rules contain certain provisions relating to the management of conflicts of interest. Although the Fund may carry out transactions with the shareholder of the Fund Manager or with persons or entities belonging to the Fund Manager’s group, with other funds managed by the Fund Manager or a different fund manager belonging to the same group, such transactions must be carried out within the provisions of applicable law and the Fund Rules. The Fund Rules provide that the Fund Manager must identify conflicts of interest and identify suitable internal procedures to ensure the protection of the rights of the Fund and the Unitholders. Where the Fund Manager has a conflicting interest, the board of directors of the Fund Manager may carry out such activities only after the prior approval of the majority of the members of the Fund Advisory Committee and of the majority of the independent members of the board of directors of the Fund Manager. 4.3 Investments of the Fund In accordance with the limits set forth in the Fund Rules, the Fund may invest in (i) real estate assets, (ii) real estate rights, (iii) shareholdings in real estate companies and (iv) other real estate related assets such as real estate leasing contracts, lease agreements and option rights over real estate asset agreements. Pursuant to the Fund Rules, the primary actual or potential use, in terms of square metres, of any such real estate assets must be logistics and/or light industrial. The Fund is permitted to invest in both existing assets and assets to be restructured, transformed, completed or to be constructed. Any investment in real estate assets possessing different characteristics to those stated above or located outside Italy is subject to the approval of the Fund Advisory Committee. The Fund’s cash assets may also be invested in short-term liquid financial instruments, subject to applicable law and regulation. The assets of the Fund may be invested in derivative financial instruments exclusively for risk hedging purposes. 63 4.4 Borrowing limits Pursuant to applicable law and according to the Fund Rules, the Fund’s borrowings will be limited to a maximum of the sum of 60% of the value of real estate assets, real estate rights and shareholdings in real estate companies plus 20% of the value of the other assets of the Fund. 4.5 Term of the Fund and Early Liquidation According to the Fund Rules, the term of the Fund will be approximately 10 years commencing on 29 December 2005 and expiring on 31 December 2015 (the ‘‘Term of the Fund’’). Within the year preceding the expiration of the Term of the Fund, upon a proposal of the Fund Manager, the Unitholders of the Fund may approve, at a Unitholders’ Meeting by a vote of the Unitholders holding at least 85% of the Units, an extension of the Term of the Fund for a further period of 5 years. As long as the Company holds 100% of the Units, the Company will be able to pass any such resolutions on its own account. Subsequent extensions of 5 years are possible so long as the Term of the Fund does not exceed 30 years. At the expiry of such 30 year term, the Fund will be wound up. The Fund Manager may, with the approval of the Fund Advisory Committee, apply to the Bank of Italy for an extension of the Term of the Fund for a maximum period of 3 years in order to complete the divestment of the assets of the Fund (the ‘‘Grace Period’’). If the Bank of Italy does not grant such extension, the Fund must be wound up. The winding up of the Fund may take place, inter alia, for the following reasons: (i) expiration of the Term of the Fund; (ii) a resolution of the Fund Manager being passed in the interest of the Unitholders. This is subject to the approval of at least 85% of the Unitholders at a Unitholders’ Meeting and shall require the prior approval of the Fund Advisory Committee; (iii) by resolution of the Unitholders requiring the approval of at least 85% of the Units at a Unitholders’ Meeting; and/or (iv) in the event of replacement of the Fund Manager, if the Bank of Italy does not approve the relevant amendments to the Fund Rules and the Advisory Committee does not propose an alternative fund manager within 60 days. 4.6 Transfers of Fund Units According to the Fund Rules, during the Term of the Fund, Units purchased by Unitholders may be transferred, under any title, to other Unitholders or to third parties who are ‘‘Qualified Investors’’ pursuant to the Fund Rules, provided that all Unitholders have approved such transfer and certain requirements as to notice are complied with. The Company currently has no intention of transferring any Units to third parties. 4.7 Distributions According to the Fund Rules, 100% of the proceeds of the Fund available for distribution (as determined by the Fund Rules) are to be distributed to the Unitholders at least on a quarterly basis, unless the Fund Manager prudently determines, taking into account the interests of the Unitholders, the cash available for the Fund and the obligations of the Fund, that a lesser amount shall be distributed. Where a distribution of less than 100% of the distributable proceeds is intended, the Fund Manager must provide detailed information of the reasons for this to the Fund Advisory Committee. Furthermore, cash available may be distributed by the Fund Manager following a disposition of assets by way of a partial redemption of the Units. Although the Fund intends to make quarterly distributions to the Company, distributions are expected to be made to Shareholders on a semi-annual basis. Cash from quarterly payments will be managed by the Company until paid to Shareholders on a semi-annual basis or placed in short-term investments. For information in relation to the dividend policy of the Company, please refer to paragraph 11 of Part II. 64 4.8 Fees and Expenses of the Fund According to the Fund Rules, the following costs and expenses are charged to the Fund: (i) the management fee payable to the Fund Manager (See ‘‘Fund Management Fees’’ below); (ii) the depository bank’s commission, relating to its services of control, custody and management of financial instruments, which is equal to a total of 0.018% of the average value of the Fund as determined on an annual basis, calculated as the average overall net asset value of the Fund for the period, net of unrealised capital gains (for further details of the depository bank of the Fund see paragraph 5 below); (iii) the independent appraisers’ remuneration, relating to their services for the periodic assessment of the real estate assets of the Fund and the activities connected to or associated with such assessment; (iv) the fees of the auditors of the Fund; (v) the costs and expenses connected to the management of the Fund’s real estate portfolio, including those related to the supply of property management, agency and project management services (see paragraph 6 ‘‘Service Providers’’ below); (vi) the costs and expenses relating to the administration, maintenance or development of the real estate assets of the Fund, the costs relating to the establishment and operation of the Advisory Committee, Unitholders’ Meetings, fees (if any) paid to the Chairman of Unitholders’ Meetings (the Fund does not currently pay any fees to the chairman of Unitholders’ Meetings), and the transaction costs connected with the Fund’s borrowings and the real estate purchases and disposals carried out by the Fund; and (vii) taxes, insurance and other operating expenses and charges payable with respect to the assets held by the Fund. The Fund Manager has appointed CBRE as independent appraiser of the Fund. Pursuant to applicable laws and regulations and the Fund Rules, the independent appraiser shall prepare within 30 days of the end of each quarter a valuation of the real estate assets and shareholdings in unlisted real estate companies held by the Fund. 5. THE FUND MANAGER The board of directors of the Fund Manager is responsible for the management of the Fund and for the carrying out of the Fund’s activities as set forth in the Fund Rules, subject to the Fund Advisory Committee approval where required. 5.1 Fund Manager Upon Admission the Fund will be managed by the Fund Manager, a subsidiary of Pirelli RE dedicated exclusively to the promotion, establishment and management of ordinary real estate funds. Pirelli RE SGR was authorised by the Bank of Italy in 2001. It is a fund management company specialising in ordinary funds and is currently the leading Italian fund management company on the basis of the number of funds managed and assets under management. It currently manages seven funds, including the Fund, of which three are listed on the Milan Stock Exchange and four are private ordinary funds limited to qualified investors. The address of the registered office of Pirelli RE SGR is Via Gaetano Negri, no. 10, Milan. Pirelli RE SGR is registered with the Companies Register at the Chamber of Commerce of Milan under no. 13465930157, R.E.A. no. 1654303, Fiscal Code and VAT no. 13465930157. Pirelli RE SGR’s registered number for fund management companies held by the Bank of Italy pursuant to the Italian Consolidated Financial Act is 132. Pirelli RE SGR is subject to the supervision of the Bank of Italy and CONSOB. 65 As at the date of this document, Pirelli RE SGR is managed by a board of directors composed of 5 members, of which the majority are independent from Pirelli RE Group. Brief biographical details of the board of directors of Pirelli RE SGR are set out below: Carlo Alessandro Puri Negri Carlo Puri Negri is the Deputy Chairman and the Chief Executive Officer of Pirelli RE. He joined Pirelli RE Group in 1989 from an Italian real-estate firm, Carignano S.p.A., where he was the General Manager. Currently the Chairman of Pirelli & C Ambiente S.p.A., Deputy Chairman of Camfin S.p.A. and Pirelli & C. S.p.A. and Board Member and Executive Committee Member of Capitalia S.p.A. Mr Puri Negri is also a board member of Pirelli Italia S.p.A., Olimpia S.p.A., Telecom Italia, Aon Italia S.p.A., Istituto Europeo di Oncologia S.r.l. and Fondazione Cerba. He is also a board member of both Assoimmobiliare and the Residential Conditions Commission appointed by the Ministry of Public Infrastructures, as well as a member of the Real Estate International Advisory Board of Harvard University. Rodolfo Misitano Rodolfo Misitano became the General Director of Pirelli RE SGR in 2006. He joined Pirelli RE in 2000 as Senior Asset Manager and was appointed Fund Director at Pirelli RE SGR in 2003, where his responsibilities included the development of new products and the supervision of the management and administration of the Pirelli RE SGR funds. Nicholas van Ommen Nicholas van Ommen is a Dutch national and the Chief Executive Officer of the European Public Real Estate Association (EPRA) located in Amsterdam. Prior to joining EPRA, he was the Chief Executive Officer of Friesland Bank Securities N.V.. Mr van Ommen holds a master’s degree in business administration as well as a banking and credit diploma. He has a long history in supervisory and advisory board positions and is currently the Chairman of European American Investors B.V., which is involved in real estate development in Europe and the US, and is a member of the IVY Immobilise AG advisory board. Giulio Lanciotti Giulio Lanciotti is currently Vice President of Clessidra SGR. Previously, Mr Lanciotti was director of the Bank of Italy in Milan for over five years. From January 1993 to October 1995 he was the executive director for Italy for the International Monetary Fund. Alberto Giovannini Alberto Giovannini is Managing Director of Unifortune SGR S.p.A. and Chief Executive Officer of Unifortune Investment Management Ltd. Prior to holding these positions, Mr Giovannini was deputy general manager of Banca di Roma. 5.2 Management team Within the organisation of the Fund Manager, the Fund will be managed by a team corresponding to a full-time equivalent group of 15 experienced professionals. This team is led by the individual fund manager, Alberto Iori, and is comprised of Pirelli RE Group employees covering operating asset management, acquisitions, structured finance, legal and corporate matters as well as real estate services. Brief biographical details of the key employees of Pirelli RE Group involved with the management of the Fund are set out below: Alberto Iori Alberto Iori joined Pirelli RE in 2002 as the person responsible for Pirelli RE’s Investment and Asset Management Industrial department. He was previously a partner of Cushman & Wakefield, a real estate investment company, heading its Italian Industrial Consultancy department and was a member of the European Industrial Board of Cushman & Wakefield. Alberto Iori has over 16 years of real estate experience working in construction, real estate development and investment. 66 Mario Tornaghi Mario Tornaghi joined the Advisory & Acquisitions department of Pirelli RE in 2002, and prior to that he was a financial adviser at Casa Click, an internet real estate start up. In 2004, he was dedicated to the Industrial department and in 2006 he took responsibility for the entire Commercial department. Within this department he will continue to supervise the industrial acquisitions of the Fund. Luca Faletti Luca Faletti joined Pirelli RE in 2005 from the London office of ABN Amro, where he was employed as a Financial Analyst in the mergers and acquisitions division. Mr Faletti is part of the Advisory & Acquisitions—Industrial department. Giacomo Sonzini Giacomo Sonzini joined Pirelli RE in 2002 having previously been a researcher at the Politecnico di Milano. Mr Sonzini is the Head of Asset Management—Industrial Portfolio department. Silvia Savasta Silvia Savasta joined Pirelli RE in 2005 from the Turin office of IPI S.p.A., the real estate arm of Fiat Group, where she was employed as a Financial Analyst in Asset Management. Ms Savasta is a member of the Asset Management—Industrial Portfolio department. Stefania Mandelli Stefania Mandelli has a master’s degree in real estate management and before joining Pirelli RE in 2002 she was employed by Gestioni Arcotecnica Group WT Partnership in property management. Ms Mandelli is a member of the Asset Management—Industrial Portfolio department. Matteo Papetti Matteo Papetti joined Pirelli RE in 2000 from the Milan office of Alcatel Italia where he was employed in the General Service and Real Estate department. Mr Papetti is currently Head of Asset Management— Industrial Development department. Andrea Francese Andrea Francese joined the Asset Management—Industrial Development department of Pirelli RE in 2002. Previously Mr Francese was employed by Cushman & Wakefield—Healey & Baker in Milan as a researcher in the office study department. Elena Capra Elena Capra joined Pirelli RE in 2002 from Autogrill Group, a leading provider of restaurant services where she was a controller. Mrs Capra has been the Head of Structured Finance since the beginning of 2005. Within this function she supervises the industrial financing of the Fund. Gian Luca Riontino Gian Luca Riontino joined Pirelli RE in 2004 from Centrobanca, the investment bank of Banche Popolari Unite (BPU Banca Group), where he was a senior analyst involved in leveraged buyout and real estate structured debt. Mr Riontino is the Head of Structured Finance for both the Industrial and Retail & Entertainment departments. 5.3 Fund Management Fees Fund Management Fee Pursuant to the Fund Rules, the Fund Manager is entitled to receive from the Fund a fund management fee (the ‘‘Fund Management Fee’’) calculated as 0.70% on a yearly basis (0.175% on a quarterly basis) of the historic acquisition costs of the assets owned by the Fund (including capitalised costs) (the ‘‘Reference Value’’) calculated at the end of each quarter as the average of (a) the Reference Value for the relevant 67 quarter and (b) the Reference Value of the immediately preceding quarter. In any event, the Fund Management Fee on an annual basis shall not be lower than A530,000. The Fund Management Fee and the fee payable to the Corporate Manager under the Corporate Management Agreement have been determined in an amount such that, upon Admission, the overall fees payable to members of Pirelli RE Group for the management of the Company and the Fund will be 0.70% of the open market value of the Portfolio based on the CBRE Valuation Report excluding the fees paid to the service providers as described in paragraph 6 below. 5.4 Replacement of the Fund Manager According to the Fund Rules, the Unitholders may vote at a Unitholders’ Meeting to replace the Fund Manager with a new fund manager: • at any time during the Term of the Fund, with the approval of Unitholders representing at least 50.01% of the Units, as a consequence of gross negligence or breach of the Fund Rules by the Fund Manager, including disregarding binding resolutions of the Fund Advisory Committee or persistently ignoring non-binding opinions of the Fund Advisory Committee without a justification therefor. In such a case, no termination payment will be provided by the Fund to the Fund Manager; • from 29 December 2008, with the approval of Unitholders representing at least 50.01% of the Units, by means of a written notice sent at least 6 months prior to the Unitholders’ Meeting. Where the Fund Manager is replaced without reason, a payment equal to 24 months of the Fund Management Base Fee must be made by the Fund to the Fund Manager. The Fund Manager will have the right to withdraw from the management of the Fund on or after 29 December 2008 and then only with 12 months’ notice (or a shorter notice, upon a resolution of the Unitholders at a Unitholders’ Meeting with a favourable vote of 50.1%). In such a case, no termination payment will be paid by the Fund to the Fund Manager. In the event of replacement, the new fund manager will be chosen by the Fund Advisory Committee. The replacement of the Fund Manager and the related amendment to the Fund Rules with respect to the appointment of the new fund manager are subject to the prior approval of the Bank of Italy. Should the Fund Advisory Committee not choose a new fund manager or should the Bank of Italy not approve the necessary consequential amendment to the Fund Rules, the Fund will be wound up. 5.5 Depository Bank The Fund Manager has appointed Banca Intesa S.p.A. as the Depository Bank. The address of the registered office of Banca Intesa S.p.A. is Piazza Paolo Ferrari 10, 20121 Milan. Banca Intesa S.p.A. is registered with the Companies Register at the Chamber of Commerce of Milan under MO 00799960158. The annual fee for the Depository Bank is 0.018% of the average value of the Fund for the period. The average value of the Fund is calculated as the average overall net asset value of the Fund, net of unrealised capital gains. Under Italian law, the depository bank (Banca Depositaria) is the custodian of the investments of the fund. The custodian bank must: (i) verify the legitimacy of the operations of issue and redemption of units, the calculation of their value and the application of fund income; (ii) verify that in transactions involving a fund’s assets any consideration is remitted to it within the customary time limits; and (iii) carry out the instructions of the asset management company unless they conflict with applicable law, the fund rules or the requirements of supervisory authorities. 6. SERVICE PROVIDERS The Service Providers, who are all members of the Pirelli RE Group, provide the Fund Manager with property management, project management and agency services with respect to the assets of the Fund. 68 Such services are provided on the basis of contractual agreements with the following main terms and conditions: Property management Property management services are provided pursuant to an agreement dated 29 December 2005 entered into between Pirelli & C. Real Estate Property Management S.p.A. (the ‘‘Property Manager’’) and the Fund Manager on behalf of the Fund (the ‘‘Property Management Agreement’’). Pursuant to the agreement, the Property Manager agrees to provide the following services related to the Fund and the Fund’s properties (the ‘‘Property Management Services’’): (i) technical services (e.g. collection, recording and filing of data regarding the properties); (ii) facility services (e.g. maintenance services with respect to all plant and mechanical, electrical and hydraulic appliances and shared areas of the properties); (iii) project services (upon request of the Fund Manager, extraordinary maintenance work up to A1.0 million); (iv) professional services (upon request of the Fund Manager, execution of due diligence activity on real estate and other technical activities); and (v) lease services (renewal of expired lease contracts and renegotiation of pending contracts, with existing tenants). The Property Management Agreement sets forth certain minimum service level requirements, which broadly refer to the performance by the Property Manager of its duties and obligations under the agreement. The Property Management Agreement will expire upon completion of the winding up of the Fund, unless earlier terminated. As consideration for the Property Management Services in respect of technical services, the Property Manager is entitled to a fee payable by the Fund equal to 2% of the annual passing rent for assets with one tenant and 3% of the annual passing rent for assets with multiple tenants. In addition, in respect of facility services, the Fund will pay Pirelli RE Property Management a facility management fee of 5% of actual operating expenses upon occurrence plus ordinary maintenance expenses (save where such expenses are paid by, or recoverable from, the tenant) and, in respect of project services, a project management fee of 10% of any extraordinary maintenance expenses (save where such expenses are paid by, or recoverable from, the tenant). The Property Management Agreement also contemplates (i) a fee of 10% of the average annual rent payable by the tenant (in respect of re-letting services) and (ii) a fee of 8% of the excess of the estimated market rent over the previous rent (in respect of buy-out services). An additional fee, to be agreed by the parties in good faith on a case by case basis, is due to the Property Manager should it be entrusted by the Fund Manager with the carrying out of professional services. Each party may withdraw from the agreement with at least 3 months’ prior written notice to the other party. If the Fund Manager withdraws, it will pay to the Property Manager a termination indemnity equal to the consideration due and payable to the Property Manager for the Property Management Services in respect of the two calendar quarters immediately preceding the receipt by the Property Manager of the Fund Manager’s notice of withdrawal. The Property Management Agreement will be automatically terminated, inter alia (i) upon receipt by the Property Manager or the Fund Manager of a notice of termination from the ‘‘Independent Party’’ (i.e., Deloitte, or PricewaterhouseCoopers in case of impediment of Deloitte, or KPMG in case of impediment of PricewaterhouseCoopers; the Independent Party shall be appointed by the Fund Manager if and when so requested by the Advisory Committee of the Fund to monitor the fulfilment by the Property Manager of the minimum service level requirements and shall issue a notice of termination if such requirements are not being met); (ii) in relation to any property, immediately following its sale or disposition; or (iii) the Property Manager delays its reporting activity by either 15 days or more than three times during a fiscal year. The indemnification obligations of the Property Manager are triggered only for damages arising out of the gross negligence or wilful misconduct of the Property Manager in connection with the Property Management Services rendered or to be rendered pursuant to the agreement. Furthermore, the indemnity obligations of the Property Manager are limited to the amount of fees paid or payable to the Property Manager during the term of service of the Property Manager’s engagement with respect to the relevant Property Management Service from which damages occurred. Such limitation will not apply in respect of claims by employees and/or personnel of the Property Manager, including external consultants whose fees are not for the account of the Fund, whatever the amount of such claim may be. 69 Project management Project management services are provided pursuant to an agreement dated 29 June 2006 entered into between Pirelli & C. Real Estate Project Management S.p.A. (the ‘‘Project Manager’’) and the Fund Manager on behalf of the Fund for the performance of the following services in connection with one or more phases of urbanisation works or land development works related to the Fund’s properties (the ‘‘Project Services’’) as described below: (i) Planning phase (i.e., drafting of preliminary plan; drafting of final plan; application for issuance of building permits/D.I.A.s); (ii) Executive planning phase (i.e., executive plans); (iii) Implementation phase (i.e., construction and supply contracts; works; relationships with public utilities and other agencies; testing and other formalities; authorizations/clearances for the execution of works; fitness for use). With respect to land development works, upon completion of the planning phase, the Fund Manager may carry out the executive planning phase and/or the implementation phase either (i) by way of separate supply and construction contracts (the ‘‘Ordinary Operative Scheme’’) or, alternatively, (ii) by way of a general turnkey contracting agreement (the ‘‘General Contracting Operative Scheme’’). If the Fund Manager elects to implement the General Contracting Operative Scheme, the activities to be carried out by the Project Manager shall be limited to, inter alia, identifying potential general contractors and defining the contents of the general contracting agreement (which shall be executed directly by the Fund Manager). In such a case, the executive planning phase and/or the implementation phase will be managed by the Fund Manager also through a third-party service provider. Project Services in respect of each relevant project will be activated by the Fund Manager by way of an engagement letter, whereby the Fund Manager will (i) entrust the Project Manager with the carrying out of one or more phases of the Project Services and (ii) authorize the commencement of the sub-phases comprised in the first of the phases thereby entrusted. Sub-phases comprised in any subsequent phase (entrusted to the Project Manager through the engagement letter) will be activated by the Fund Manager by way of separate activation notices. The agreement expressly provides that the Fund Manager may entrust, in whole or in part, one or more phases of the Project Services to third parties, which are part of the Pirelli RE Group. Each of such services must be performed in compliance with minimum service level requirements. As consideration for the Project Management Services, the Project Manager will be entitled to the following fees: 1. Urbanisation works/Land Development works carried out through the Ordinary Operative Scheme: Phase 1 (draft of the preliminary plan): 1% of the reference cost of construction; Phase 2 (collection of the building permit): 2.3% of the reference cost of construction; Executive planning phase: 1.5% of the reference cost of construction; and Implementation phase: 5.2% of the reference cost of construction. 2. Land development works carried out through the General Contracting Operative Scheme: Phase 1 (draft of the preliminary plan): 1% of the reference cost of construction; Phase 2 (draft of the final plan and collection of the building permit): 2.3% of the reference cost of construction; and • Identification of general contractor: 1% of the reference cost of construction. Upon completion of the Project Services, should the final cost of works (not taking into account variations to the development projects requested by the Fund Manager throughout the execution of works and, in any case, assuming equal plans and specifications) prove to be higher or lower than the reference cost of construction by a percentage greater than 5% (the ‘‘Threshold’’), the fee due to the Project Manager: (i) if costs are higher, will be decreased by a percentage equal to the percentage by which the final cost of the works exceeds the Threshold; or 70 (ii) if the costs are lower, will be increased by a percentage equal to 20% of the saved amount, net of the Threshold. For the development of Edificio 16, the project management fee is equal to 11.5% of the aggregate capital expenditure and approved construction costs of the project. Each party may withdraw from the agreement with at least 3 months’ prior written notice to the other party. If the Project Manager withdraws from the project management agreement, the Fund Manager shall pay to the Project Manager a fee pro-rata to any services completed as of the date of termination of the agreement. If the Fund Manager withdraws from the agreement, it will pay to the Project Manager a fee pro rata to any services performed until the date of termination of the project management agreement and a penalty equal to 10% of the project management fee pro rata to the services activated but not yet performed. The agreement is automatically terminated if, inter alia, (i) Pirelli & C. Real Estate S.p.A. sells, transfers or disposes of all its shares in Spazio Industriale II B.V. and (ii) in relation to any property, following its sale or disposition. The indemnification obligations of the Project Manager are substantially similar to those of the Property Manager under the Property Management Services Agreement and are triggered only for damages arising out of the gross negligence or wilful misconduct of the Project Manager in connection with the Project Management Services. The maximum overall aggregate obligation of the Project Manager will not exceed the amount of fees due to it during the term of the agreement with respect to the project service from which the indemnity obligation may arise although such limitation does not apply in respect of claims by employees or personnel of the Fund Manager, including external consultants whose fees are not for the account of the fund. Agency Agency services are provided under an agreement dated 29 June 2006 between Pirelli & C. Real Estate Agency S.p.A. (the ‘‘Agency Manager’’) and the Fund Manager on behalf of the Fund for the performance of the following services related to the Fund’s properties (the ‘‘Agency Services’’): (i) sale/disposition services; (ii) marketing services; and (iii) leasing services. Minimum service level standards are set forth in the agreement for the performance of the Agency Services, including visits of the properties by prospective clients, analysis of proposals for the acquisition or lease of properties, draft preliminary and final sales or lease contracts on the basis of standard forms approved by the Fund Manager, drafts of marketing plans, fulfilling reporting obligations and document delivery to the Fund Manager. The agency agreement will be effective until the winding up of the Fund unless terminated earlier by the parties. The agency agreement will be automatically terminated, inter alia, if (i) the Agency Manager falls short of the minimum service level requirements and does not remedy the breach within 30 days after written notice of such breach being given by the Company; or (ii) Pirelli & C. Real Estate S.p.A. sells, transfers or disposes of all its shares in the Fund Manager. Each party may withdraw from the Agency Agreement on providing at least 90 days prior written notice to the other party. As consideration for the Agency Services, the Agency Manager will be entitled to the following fees: (a) sale services: • if the property is a building: (i) 3% of the portion of the purchase price (net of VAT, stamp duties, etc.) (the ‘‘Transaction Price’’) up to A2,500,000; (ii) 2% of the portion of the Transaction Price exceeding A2,500,000 up to A20,000,000; (iii) 1.5% of the portion of the Transaction Price exceeding A20,000,000 up to A50,000,000.00; plus (iv) 1% of the portion of the Transaction Price exceeding A50,000,000. In case of the sale of more than one property in a single transaction, such fee shall be calculated on the entire Transaction Price paid for all properties; and 71 • if the property is a constructable area or a plot of land: 3.5% of the Transaction Price (net of VAT, stamp duties, etc.). (b) lease services: • 10% of the average annual rent payable by the tenant in the first period of duration of such lease (excluding renewals, etc.). Costs of marketing services will be paid by the Fund Manager upon receipt of the relevant invoice from the relevant supplier. The indemnification obligations of the Agency Manager are triggered only for damages arising out of the gross negligence or wilful misconduct of the Agency Manager and of the conduct/omission of the Agency Manager’s affiliates, Pirelli & C. Real Estate Franchising S.p.A. and its franchisees, in connection with the Agency Services rendered or to be rendered pursuant to the agency agreement. Furthermore, the indemnity obligations of the Agency Manager are limited to the amount of fees paid or payable to the Agency Manager during the duration of the agency agreement with respect to the relevant Agency Service. Such limitation will not apply in respect of claims by employees and/or personnel of the Agency Manager, including external consultants whose fees are not for the account of, the Fund, whatever the amount of such claim may be. 72 7. FEE SUMMARY Below is a summary of the principal asset management and corporate services fees payable by the Fund and the Company: Fees Payable by the Fund Recipient Type of Fee Amount Fund Manager . . . . . . . . . Fund Management 0.70% on an annual basis of the historic acquisition costs of real estate based on the average of (a) the aggregate assets (including capitalized costs) owned by the Fund at the end of each quarter and (b) the aggregate historic aquisition costs of the real estate assets (including capitalized costs) owned by the Fund at the end of the immediately preceding quarter. The aggregate fee on an annual basis shall not be less than A530,000. Banca Intesa S.p.A. . . . . . Depository Bank 0.018% of the annual average value of the Fund, calculated as the average overall net asset value of the Fund (net of unrealised capital gains). Property Management Fee (technical services) (i) 2% of the annual passing rent for assets with one tenant. Pirelli & C. Real Estate Property Management S.p.A. . . . . . . . . . . . . . . . (ii) 3% of the annual passing rent for assets with multiple tenants. Pirelli & C. Real Estate Project Management S.p.A. . . . . . . . . . . . . . . . Facility Management Fee 5% of actual operating expenses plus ordinary maintenance expenses (save where such expenses are paid by, or recoverable from, the tenant). Project Management Fee 10% of any extraordinary maintenance expenses (save where such expenses are paid by, or recoverable from, the tenant). Re-letting Services 10% of the average annual rent payable by the tenant. Buy-out Services 8% of the excess of the estimated market rent over the previous rent. Project Management Fee (i) 10% of the reference cost of construction (in the case where there is no general contractor); or (ii) 4.3% of reference cost of construction (in the case where there is a general contractor). NB: For the development of Edificio 16, 11.5% of the aggregate reference costs of construction of the project. 73 Recipient Pirelli & C. Real Estate Agency S.p.A. . . . . . . . . . . Type of Fee Amount Agency Fee (i) For letting services, 10% of the average annual rents for the first contracted prebreak term. (ii) For disposition services, 3% of the Transaction Price up to A2.5 million, plus 2% of the Transaction Price exceeding A2.5 million and up to A20 million, plus 1.5% of the Transaction Price exceeding A20 million and up to A50 million, plus 1% of the Transaction Price exceeding A50 million. NB: This fee is 3.5% of the asset price if the Transaction Price is a constructable area or plot of land. Fees Payable by the Company Recipient Pirelli RE Netherlands B.V. (the Corporate Manager) . . Type of Fee Amount Corporate Management Fee 74 0.15% on an annual basis of the average of (a) the aggregate historic acquisition cost or transfer value of the assets (including transaction costs, maintenance costs, financing costs and capitalised costs) owned by the Fund at the end of each quarter and (b) the aggregate historic acquisition costs or transfer value of the assets (including transaction costs, maintenance costs, financing costs and capitalised costs) owned by the Fund at the end of the immediately preceding quarter. The aggregate fee on an annual basis shall not be less than A350,000. PART IV PORTFOLIO 1. PROPERTY CATEGORIES A majority of the properties in the Fund’s portfolio consist of income producing properties with long term quality tenants. The Fund also has a conversion portfolio and two well positioned development projects. Income Producing and Conversion Assets: Income producing properties are properties that are currently generating income through rent paid by a tenant (or tenants) pursuant to a lease contract. Conversion properties are properties that are currently vacant but either are available for immediate occupancy or are properties which the Fund Manager considers would derive further value through their redevelopment to a use different from industrial/logistics/labs and, consequently the Fund Manager intends to seek to re-zone and subsequently sell for redevelopment rather than retain the asset in the Fund and develop the project in-house. In such circumstances, the asset will be put on the market in order to obtain the maximum value. The income producing and conversion assets comprise almost 91% of the Portfolio by open market value as of 30 June 2006 and over 69% of the Portfolio by surface area. Development Assets: Development properties are properties that the Fund is developing, refurbishing or repositioning, or intends to develop, refurbish or reposition into income producing properties or sell to third parties. 2. INITIAL PORTFOLIO The Initial Portfolio was valued as of 30 June 2006 at approximately A473.7 million based on the CBRE Valuation Report. As of 30 June 2006, the percentage of income producing assets in the Initial Portfolio was approximately 63% while development assets accounted for approximately 37% based on surface area. A table containing certain information regarding the assets in the Initial Portfolio can be found in paragraph 5 of this Part IV. Income Producing Assets The Initial Portfolio consists of 423 income producing assets comprising approximately 646,000 sqm of surface area, which had an annual passing rent of approximately A28.2 million as of 30 June 2006. The following property portfolios and assets comprise the income producing assets of the Initial Portfolio: • Telecom Italia Portfolio. The Telecom Italia portfolio consists of 420 mixed use telephone exchange properties located throughout Italy, mainly in urban areas, totalling approximately 556,400 sqm of surface area, which is entirely leased to Telecom Italia for a total annual passing rent of A24.1 million as of 30 June 2006. The total market value of the portfolio as of 30 June was A375.6 million based on the CBRE Valuation Report and derived from the Historical Combined Financial Information of the Group as at 30 June 2006. Under a framework agreement entered into on 23 December 2005 between Telecom Italia, OMS, Pirelli RE and Spazio Industriale II B.V. (the ‘‘Telecom Italia Framework Agreement’’), on 29 December 2005, 30 March 2006 and 26 June 2006 OMS contributed to the Fund three tranches of assets (comprised of 246, 120 and 54 assets, respectively). The assets are leased pursuant to contracts put in place prior to the contribution of the properties and have durations of six or nine years (with automatic renewals for further six year periods). The nine-year lease contracts account for approximately 69.6% of the annual passing rent of the Telecom Italia portfolio. The lease start dates range from 1 December 2005 to 1 June 2006. Telecom Italia may sublet the premises to other companies within its group or to other telecommunication companies. In general, the lease contracts are terminable with 12 months’ prior written notice by the tenant only after the first renewal. None of the leases are currently in a renewal period. The Telecom Italia portfolio represents 86% of the annual passing rent of the income producing assets in the Initial Portfolio. • Pavia Logistics Complex. The logistics complex consists of eight warehouse buildings and two small office buildings with a total surface area of approximately 39,000 sqm located next to the urban centre of Pavia (30 km south of Milan). The entire complex is leased to Bertola Servizi Logistici S.p.A. for a total annual passing rent of A 1.8 million. The total market value of the complex as of 30 June 2006 was A23.7 million based on the CBRE Valuation Report and derived from the Historical Combined Financial Information of the Group as at 30 June 2006. The lease contract, dated 1 February 2006, has a duration of six years with an automatic renewal for a further six year 75 period, and is terminable upon 18 months’ prior written notice by the tenant only before the first renewal and upon 12 months’ prior written notice by either party after the first renewal. Bertola Servizi Logistici S.p.A. is allowed to sublet the premises to other entities. The complex represents approximately 6% of the annual passing rent of the income producing assets in the Initial Portfolio. • Pasini Light Industrial Complex. The complex consists of three light industrial buildings of approximately 29,000 sqm of surface area located in Sesto San Giovanni (Milan area). The property is leased to Alstom Power Italia S.p.A. and ABB Cap S.p.A. for a total annual passing rent of A1.4 million. The total market value of the property was A16.6 million as of 30 June 2006 based on the CBRE Valuation Report and derived from the Historical Combined Financial Information of the Group as at 30 June 2006. The real estate complex is located within a larger former industrial area that is currently being redeveloped for commercial and residential use by the Pasini Group. Both lease contracts were in place at the time of the Fund’s acquisition of the assets and were transferred to the Fund together with the assets. The Alstom Power Italia S.p.A. lease has a start date of 1 January 2006, with a seven year term and an automatic renewal for a further six year period. The ABB Cap S.p.A. lease has a start date of 1 July 2001, with a six year term and an automatic renewal for a further six year period. Centro Edison S.p.A., which is part of the Pasini Group, from whom the Fund acquired the complex, has provided the Fund with a rental income guarantee against the risk of ABB Cap S.p.A. terminating the lease at any time after the second year of the lease contract and until 30 June 2011. ABB Cap S.p.A. may sublet the premises to third parties. Alstom Power Italia S.p.A. may not sublet the premises. Alstom Power Italia S.p.A. has the ability to terminate the lease contract with 12 months’ prior written notice after the first renewal and the ABB Cap S.p.A. lease contract is terminable with six months’ prior written notice starting from the second year of the lease by the tenant only, with none of the leases currently being in a renewal period. The three buildings represent approximately 5% of the annual passing rent of the income producing assets in the Initial Portfolio. • Tivoli Logistics Complex. The complex consists of three main warehouses, one office building and a small house with a total surface area of approximately 22,000 sqm, and is located in the logistics district of Bagni di Tivoli (east of Rome). The complex is leased to Fiege Borruso S.p.A. for a total annual passing rent of A0.9 million. The total market value of the property was A12.8 million as of 30 June 2006 based on the CBRE Valuation Report and derived from the Historical Combined Financial Information of the Group as at 30 June 2006. Fiege Borruso S.p.A. is the Italian subsidiary of FIEGE, a leading international logistics operator in Germany. The lease contract, which was in place at the time of the Fund’s acquisition of the complex and was transferred to the Fund with the assets, has a duration of 12 years (beginning in May 1997), with an automatic renewal for a further six year period. The lease does not contain any provision for termination prior to the end of the renewal period. Fiege Borruso S.p.A. may not sublet the premises to other entities. The complex represents approximately 3% of the annual passing rent of the income producing assets in the Initial Portfolio. Development Asset There is one development property in the Initial Portfolio, Eastgate Park, which the Company expects to yield approximately 381,000 sqm of surface area. A summary of the Eastgate Park project is as follows: • Eastgate Park. The project site is located in Portogruaro and Fossalta di Portogruaro Municipalities (Province of Venice), equidistant from the cities of Venice, Trieste and Pordenone, near the highway A4 Milan—Venice. The area is the largest authorised buildable area (clean brownfield site) designated for industrial use in the north-eastern region of Italy, with a land area of approximately 1.6 million sqm and a market value of approximately A45 million as of 30 June 2006 based on the CBRE Valuation Report. The applicable urban standards provide that about half of the area will be handed over to the local authorities for public purposes (such as roads, parking and green areas). The Fund Manager, on behalf of the Fund, intends to develop the project into an integrated park containing approximately 381,000 sqm of surface area of which a manufacturing district (spaces for medium and large businesses) of approximately 194,000 sqm, a logistics district of approximately 130,000 sqm, a small business zone (multi-let industrial estate typology) of approximately 23,000 sqm, a services (labs/tech) area of approximately 35,000 sqm and an incubator building for industrial start-ups. With regard to the logistics district, the development plan provides for the construction of four buildings of approximately 32,000 sqm each (with minimum partitions of approximately 16,000 sqm) in accordance with Category A International Logistics Building 76 standards. Urbanisation work (the creation of infrastructure, a road network, parking, green areas, etc.) started in June 2006. Construction of one building of each type (Industrial, Artisan and Logistics) on a speculative basis is expected to begin in the fourth quarter of 2006. Subsequently, the buildings are expected to be pre-sold or pre-let prior to construction. The total cost of the development is estimated to be approximately A236 million. The Company believes Eastgate Park is strategically located for integrated logistics/industrial activities, as it is close to major regional traffic distribution routes. Eastgate Park has a direct connection to the Pan-European Corridor 5, the major east-west artery linking Barcelona (Spain) and Kiev (Ukraine), making it ideally situated for commerce travelling between Western and Eastern Europe. Eastgate Park is also easily accessible to the commercial harbours of Venice and Trieste. 3. ADDITIONAL PORTFOLIO In addition to the Initial Portfolio, the Fund Manager, on behalf of the Fund, has entered into a binding agreement, subject to Admission, to purchase the Additional Portfolio for A205.2 million from affiliated entities of the Company’s current shareholders and which are also currently managed by Pirelli RE Group. The property transfer will be effected by notarial deeds to be entered into after Admission. The Additional Portfolio has been valued, as of 30 June 2006, at A205.2 million based on the CBRE Valuation Report. The percentage of income producing and conversion assets in the Additional Portfolio was 93% and the percentage of development assets was 7% as of 30 June 2006 based on surface area. A table containing certain information regarding the assets in the Additional Portfolio can be found in paragraph 5 of this Part IV. Income Producing and Conversion Assets The income producing and conversion assets of the Additional Portfolio had an annual passing rent of approximately A12.6 million as of 30 June 2006. There are 17 income producing properties and seven conversion properties in the Additional Portfolio, consisting of approximately 228,500 sqm of aggregate surface area. The following property portfolios and assets comprise the income producing and conversion assets of the Additional Portfolio: • Prada Portfolio. This portfolio consists of seven light industrial and warehouse properties, five of which are located in Tuscany and two of which are located in the Marche region, totalling approximately 114,000 sqm of surface area. The assets are currently fully let to Prada for a total annual passing rent of approximately A6.7 million. As of 30 June 2006, the total market value of the assets was approximately A91.6 million based on the CBRE Valuation Report. The relevant leases will be transferred to the Fund upon acquisition of such real estate assets. The leases have a duration of six or 12 years, with automatic renewal for a further six year period, and are terminable, after the first renewal, upon 24 months’ prior written notice by the lessor, or 24 or 12 months’ prior written notice by the lessee, depending on the lease contract. These leases have a commencement date of 19 January 2005, and thus have not yet entered a renewal phase. Under the terms of the leases, Prada may, without the consent of the lessor, sublet the premises only to other entities in its group and, in addition to rent, it must pay maintenance and insurance expenses, together with all taxes. The portfolio represents approximately 54% of the annual passing rent of the income producing and conversion assets in the Additional Portfolio. • Enel Portfolio. This portfolio consists of 17 light industrial properties located throughout Italy. The total surface area of the portfolio is approximately 114,000 sqm and it has a total annual passing rent of approximately A5.8 million. The total market value of the portfolio was approximately A99 million as of 30 June 2006 based on the CBRE Valuation Report. The portfolio can be divided into two categories of assets: • 10 income producing assets, which are currently leased to Enel Group (six assets), Wind Telecomunicazioni S.p.A. (three assets), INPS (two assets) and Prima Comunicazione S.r.l. (one asset). The relevant leases will be transferred to the Fund upon acquisition of such real estate assets. The durations of the leases are six years, nine years or 12 years, all with automatic renewal for further six-year periods. These leases have commencement dates ranging from 1 March 1999 to 1 September 2006 and all but one of them have not yet entered a renewal phase (the one that has entered a renewal phase is not considered to be material). Under the terms of the leases, apart from the lease with INPS, the tenants may sublet the premises to 77 entities of their group, and, in the case of Enel Group and Wind Telecomunicazioni S.p.A., to public entities. • seven conversion assets, which consist of light industrial/mixed use properties that are currently vacant, totalling approximately 26,000 sqm of surface area. The Company believes these vacant properties have strong redevelopment and conversion potential related to their location and land size. The Fund Manager, on behalf of the Fund, intends to seek to re-zone these properties into residential, retail or office use and sell them to local developers for redevelopment in order to maximise the value from these assets. This portfolio represents approximately 46% of the annual passing rent of the income producing and conversion assets in the Additional Portfolio. Development Asset There is one development property in the Additional Portfolio, Edificio 16, which the Company expects to yield approximately 18,000 sqm of surface area and which had an open market value as of 30 June 2006 of approximately A14.6 million based on the CBRE Valuation Report. A summary of the Edificio 16 project is as follows: • Edificio 16. This development property is a historical industrial building located in Milan in the Bicocca district, which is one of the main redevelopment projects undertaken in Milan in the last 10 years, and has been carried out to date by the Pirelli RE Group. Edificio 16 is currently vacant and refurbishment works are in process to transform the building into laboratories, show-rooms and factory lofts. The original external brick facade is expected to be maintained to keep the historical industrial flavour. The building is expected to be divided into approximately 59 single units of approximately 150 sqm to 600 sqm. The total cost to the Fund of the redevelopment is estimated to be A23.6 million, which will include the cost of capital expenditures incurred by the seller between 1 July 2006 and the date of transfer of the assets. Once completed, the Company expects the Fund Manager, on behalf of the Fund, to sell each unit to end users. 4. PIPELINE The remaining portion of the proceeds of the Offer, together with borrowings available to the Fund under the New Medium Term Facilities, will be used to fund capital expenditures related to development and redevelopment projects and additional acquisitions. The Fund Manager, on behalf of the Fund, is in various stages of negotiation with a number of other parties for the acquisition of additional real estate assets. If the Fund Manager enters into an agreement on behalf of the Fund for the acquisition of a property, such agreement will likely be subject to customary conditions to closing, including the completion of due diligence investigations, environmental studies, zoning and the availability of financing on commercially acceptable terms. There can be no assurance that such agreement will lead to the completion of the transaction. The following provides information related to some of the Fund’s agreements for future acquisitions: • Telecom Italia Fourth Tranche. Under a framework agreement entered into between Telecom Italia, OMS, Pirelli RE and Spazio Industriale II B.V. on 23 December 2005, as subsequently modified on 21 June 2006, Telecom Italia and OMS agreed to transfer to the Fund, by 20 December 2006, up to 21 additional telecom exchange properties, subject to assessed transferability. The portfolio, comprised of assets of the same building type as those already owned by the Fund, is entirely leased to Telecom Italia. Depending on the number of properties effectively transferred, the total purchase price is up to approximately A13.2 million. The aggregate annual passing rent is up to A1.1 million and the total market value of the portfolio is up to approximately A17.1 million as of 30 June 2006 based on the CBRE Valuation Report. • Pasini Office Building. On 23 March 2006, the Fund Manager, on behalf of the Fund, signed a preliminary purchase agreement subject to development completion with Pasini Group to acquire a brand new office building located in Sesto San Giovanni (Milan area), comprising approximately 13,000 sqm of surface area, being developed by the Pasini Group. The building is part of the Pasini Light Industrial Complex described in paragraph 2 above and, on an aggregate basis, the properties in such complex as owned by the Fund after completion of this transaction will consist of approximately 42,000 sqm of surface area. At completion of the building, contractually expected no later than 31 December 2007, Alstom Power Italia S.p.A. is expected to lease approximately 78 7,800 sqm pursuant to a preliminary lease contract, which provides for an annual passing rent of approximately A1.3 million. For the unleased portion (5,300 sqm as of the date of the signing of the preliminary purchase agreement), Pasini Group will guarantee an annual rental income of approximately A0.5 million for a maximum period of six years. The minimum purchase price is expected to be approximately A24.6 million, based on the capitalisation of the annual passing rent derived from the lease agreements described above at a rate of 7.5%. Pasini Group, within two years from the end of the building’s construction, will have the ability to substitute its lease guarantee with third party lease agreements. In the event that the rent from such lease agreements exceeds the Pasini Group rental guarantee, the Fund has agreed to pay an earn-out to Pasini Group, which will be calculated by capitalising the incremental rent at a rate of 7.5%. In any event, the maximum purchase price for this property cannot exceed A30.6 million (the ‘‘Maximum Price’’). The building’s market value as of 30 June 2006 is approximately A31.8 million based on the CBRE Valuation Report, assuming the Maximum Price. • Additional Eastgate Park Acquisitions. In connection with Eastgate Park discussed in paragraph 2 above, an option contract and a purchase agreement have been signed by the Fund Manager, on behalf of the Fund, to purchase or have the right to purchase, as appropriate, an additional two segments of land totalling approximately 84,000 sqm of surface area for a total price of approximately A10 million. As of 30 June 2006, the total estimated market value of these two land segments was approximately A11.2 million based on the CBRE Valuation Report. These purchases will expand the Eastgate Park development to a total surface area of approximately 464,000 sqm and will result in the Fund owning almost all of the land available for redevelopment in the Eastgate Park area. More specifically, the call option contract, signed on 31 July 2005, gives the Fund the right to purchase before 31 December 2006 a piece of land totalling approximately 71,000 sqm of surface area at a price of approximately A8.8 million, and under the preliminary purchase contract signed on 11 May 2006, the Fund has agreed to purchase before 30 September 2006 a piece of land totalling approximately 13,000 sqm of surface area at a price of approximately A1.2 million (approximately A0.2 million of which has been paid as a down payment). 5. INFORMATION CONCERNING THE PORTFOLIO This section sets out information regarding the Portfolio on an aggregate basis, which information is unaudited. 5.1 In General The Portfolio has been valued as of 30 June 2006 at approximately A679.0 million based on the CBRE Valuation Report and contains 449 assets. Of these 449 real estate assets, 446 are freehold assets and three are leasehold assets representing approximately A4.8 million or 0.7% of the Portfolio’s market value at 30 June 2006 based on the CBRE Valuation Report. The annual passing rent of the Portfolio is approximately A40.7 million, reflecting a gross rental yield of approximately 6.6%.(18) The following table sets out information as of 30 June 2006 regarding the properties to be included in the Portfolio: Portfolio Initial Portfolio Telecom . . . . . . . . . . . . Tenant Lease Start Expiring (first break) Break Option No of Properties Location Property Tax 2006 (Euro) 01-Dec-05 01-Dec-11 3,643,546 90 throughout Italy 82,315 52,550,000 01-Dec-05 01-Dec-14 10,936,752 156 throughout Italy 271,378 177,800,000 565,508 Telecom Italia Spa 01-Mar-06 01-Mar-12 2,601,483 60 throughout Italy 63,055 35,670,000 177,053 Telecom Italia Spa 01-Mar-06 01-Mar-15 3,549,395 60 throughout Italy 77,765 55,940,000 175,167 Telecom Italia Spa 01-Jun-06 01-Jun-12 1,094,525 22 throughout Italy 20,008 15,920,000 55,413 Telecom Italia Spa 01-Jun-06 01-Jun-15 2,300,524 32 throughout Italy 41,834 37,760,000 99,846 24,126,225 420 556,355 375,640,000 1,262,126 Sesto San Giovanni (MI) 28,613 16,600,000 66,023 28,613 16,600,000 66,023 Pavia 39,064 23,700,000 135,574 ABB Cap S.p.A 29-Jun-01 29-Jun-07(2) 428,000 Alstom Power Italia S.p.A 01-Jan-06 01-Jan-13 from year 2 Bertola Servizi Logistici Spa 01-Feb-06 01-Feb-12 971,100 Total Pasini . . . . . . . . . . (18) Market Value (Euro) Telecom Italia Spa 1 Pavia . . . . . . . . . . . . . Surface Area (sqm) Telecom Italia Spa Total Telecom . . . . . . . . . Pasini . . . . . . . . . . . . . Annual Rent 2006(1) (Euro) 1 1,760,000 1 Value of development assets not included. 1,399,100 79 189,139 Portfolio Tenant Tivoli . . . . . . . . . . . . . Fiege Borruso Eastgate Park . . . . . . . . . DEVELOPMENT Lease Start 01-May-97 Expiring (first break) 01-May-09 Total Initial Portfolio . . . . . . Additional Portfolio Prada . . . . . . . . . . . . . Annual Rent 2006(1) (Euro) 898,800 28,184,125 Market Value (Euro) Property Tax 2006 (Euro) 1 Tivoli (RM) 22,227 12,800,000 1 Portogruaro (VE) 381,000 45,000,000 38,719 1,027,259 473,740,000 1,562,233 12,719 10,730,000 36,597 424 59,792 832,266 Prada Spa 19-Jan-05 19-Jan-11 Prada Spa 19-Jan-05 19-Jan-17 6,727,432 7 INPS 01-Aug-04 01-Aug-10 222,640 1 Genova Prima Comunicazione Spa 27-Oct-04 27-Oct-13 1,242,456 1 Turate (VA) ENEL Group 01-Jul-04 01-Jul-16 265,612 1 Ancona 4,364 4,520,000 13,286 ENEL Group 01-Jul-04 01-Jul-10 631,909 1 Brescia 9,010 7,350,000 21,056 2 Residential tenants 01-Apr-04 01-Apr-08 3,478 ENEL Group 01-Jul-04 01-Jul-16 327,016 1 Campobasso 7,688 4,810,000 24,789 ENEL Group 01-Jul-04 01-Jul-10 183,555 INPS 01-Sep-06 01-Sep-15 195,000(3) From year 9 (second break) Wind 01-Oct-04 01-Oct-10 9,786 from year 6 (second break) 1 Genova— Sanpierdarena 14,048 10,990,000 41,011 Wind 01-Oct-04 01-Oct-10 2,138 Wind 01-Jul-04 01-Jul-13 217,127 ENEL Group 01-Jul-04 01-Jul-10 214,332 1 Monfalcone (GO) 4,023 2,630,000 11,278 Wind 01-Jul-04 01-Jul-10 191,607 Wind 01-Jul-04 01-Jul-13 477,342 1 Milano 5,598 9,240,000 9,756 2 Residential tenants 01-Apr-04 01-Apr-08 2,861 ENEL Group 01-Jul-04 01-Jul-16 1,140,585 ENEL Group 01-Jul-04 01-Jul-10 393,648 1 Venezia 19,912 21,270,000 46,104 Wind 01-Dec-04 01-Dec-10 6,592 ENEL Group 01-Jul-04 01-Jul-10 71,634 1 Firenze 5 Residential tenants 01-Apr-04 01-Apr-08 13,673 5,812,991 10 Wind 01-Mar-99 01-Mar-08 7,023 1 Novara 5,295 1,950,000 8,042 Wind 01-Jan-06 01-Jan-12 10,446 1 Varese 4,999 3,800,000 10,161 1,193 01-Oct-10 1 Terranuova Bracciolini (AR) 1,811,760 2 Ancona-Arezzo 31,889 24,230,000 90,618 4,083,406 4 Montegranaro (AR)— Montevarchi (AR)—Levanella (AR)— Castiglion Fibocchi (AR) 69,479 56,620,000 144,605 114,087 91,580,000 271,820 509 Total Enel Vacant Assets . . . . 17,978 DEVELOPMENT from year 3 Surface Area (sqm) 19-Jan-11 01-Oct-04 Edificio 16 . . . . . . . . . . . Location 19-Jan-05 Total Enel Leased Assets . . . . Enel—Vacant Assets . . . . . . No of Properties Prada Spa Total Prada . . . . . . . . . . Enel—Leased Assets . . . . . . Break Option 2,036 3,110,000 5,781 18,555 18,970,000 61,871 from year 6 from year 6 (second break) from year 6 (second break) 3,405 1,700,000 8,521 88,639 84,590,000 243,452 1 Livorno 958 650,000 1 Portoferraio (LI) 4,174 3,000,000 2,837 1 Corbetta (MI) 1,995 2,420,000 6,074 1 Morbegno (SO) 6,205 1,550,000 6,405 1 Schio (VI) 2,114 1,040,000 1,595 7 1 Milano 25,740 14,410,000 36,307 18,000 14,640,000 28,104 Total Additional Portfolio . . . . 12,558,402 25 246,466 205,220,000 579,683 General Total . . . . . . . . . 40,742,527 449 1,273,725 678,960,000 2,141,916 (1) Annual Passing Rental Income has been calculated by reference to rent for the quarterly or monthly period ending 30 June 2006 invoiced or to be invoiced, in each case calculated on an annualised basis. This data has not been subject to an audit or independent financial review and does not take into account any related expenditure (including insurance, tax and bad debts). (2) Income guaranteed up to June 2011. (3) Rent payment starting on 1 November 2006. 80 The following diagrams set out information as of 30 June 2006 regarding the properties to be included in the Portfolio: Total portfolio by type (per sqm) Total portfolio by type (per market value) Vacant 2% Vacant 2% Development 9% Development 31% Income Producing 67% Income Producing 89% 3JUN200601160844 3JUN200604071695 Portfolio by asset type (per sqm) Key statistics 19% 31% Total surface area (sqm) . . . . . . . . . . —Income producing and conversion (including vacant) . . . . . . . . . . . . —Development . . . . . . . . . . . . . . . Average surface area per income producing and conversion asset (sqm) . . . . . . . . . . . . . . . . . . . . . . 5% 1,273,725 874,725 399,000 1,957 45% Development Logistics Labs/Tech Light Industrial 4JUN200622483370 The lease maturity for the Portfolio can be summarised as follows: First Term Lease Expiries by % of Current Rent Roll 30,0% 45,0 35,0 30,0 20,0% 25,0 15,0% 20,0 10,0% 15,0 10,0 5,0% 0,0% Cumulative Rents (€/milions) 40,0 25,0% 5,0 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Lease Exipres 0% 2% 0% 2% 5% 14% 13% 7% 27% 15% 4% 10% Cumulative Rent 40,7 39,9 39,9 39,0 37,1 31,2 81 25,7 22,8 11,9 5,8 4,1 0,0 28SEP200603125188 0,0 The average remaining lease duration as of the date of Admission is 7.1 years, assuming no renewals (automatic or otherwise) of any of the leases. 5.2 Tenant Base The Portfolio has 14 major tenants, which are principally telecommunications and utilities services suppliers (Telecom Italia, Enel Group, Wind Telecomunicazioni S.p.A. and Prima Comunicazione S.p.A.), a fashion designer (Prada), logistics operators (Fiege Borruso S.p.A. and Bertola Servizi Logistici S.p.A) and providers of industrial components (ABB Cap S.p.A and Alstom Power Italia S.p.A.). Telecom Italia is the largest tenant, representing approximately 59.2% of the total annual passing rent of the Portfolio as of 30 June 2006 on a pro forma basis, giving effect to the acquisition of the Additional Portfolio. The table below shows the top ten tenants by share of total annual passing rent as of 30 June 2006 on a pro forma basis giving effect to the total acquisition of the Additional Portfolio. The Company expects that further acquisitions will dilute the Fund’s reliance on a small number of important tenants. % annual passing rent of Portfolio Tenant Telecom Italia . . . . . . . . . . . . Prada . . . . . . . . . . . . . . . . . . Enel Group . . . . . . . . . . . . . . Bertola Servizi Logistica S.p.A. Prima Comunicazione S.p.A. . . Alstom Power Italia S.p.A. . . . Wind Telecomunicazioni S.p.A. Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59.2% 16.5% 7.9% 4.3% 3.0% 2.4% 2.3% 4.4% Type Credit rating Labs/Tech Light industrial Light industrial Logistics Labs/Tech Light industrial/office Labs/Tech Light industrial/logistics BAA2/BBB+ No rating AA3 No rating No rating n/a No Rating n/a 5.3 Diverse Asset Base Based on the CBRE Valuation Report, the top ten income producing and conversion properties by value as of 30 June 2006 in the Portfolio accounted for approximately 30% of the total value of the Portfolio. At the same date, the development properties represented approximately 8.8% of the total value of the Portfolio based on the CBRE Valuation Report.(19) 5.4 Geographic Spread The regional weightings of the Portfolio in Italy can be summarised as follows: Total portfolio by geography (per sqm) Portfolio by geography (per annual passing rent) South 13% 50,0% 40,0% 40,0% 27,0% 30,0% Centre 18% 20,0% North 69% 15,0% 8,0% 10,0% 6,0% 4,0% 0,0% Lombardy Tuscany 3JUN200601160150 Veneto Sicily Other 28SEP200602283278 Puglia 5.5 Scope for enhancement through active management Pursuant to the Fund’s investment strategy, the Fund Manager will pursue opportunities to earn returns from selected value-added development and redevelopment projects, while aiming to maintain a balanced ratio of approximately 70% of the Portfolio based on market value in income producing and conversion assets in order to provide a stable base of rental revenues. The income producing and conversion assets, including the vacant assets to be converted, had an occupancy rate of 97% (based on surface area) as of 30 June 2006 and therefore are expected to have a (19) Development values consist largely of the land/building value, with the addition of capital expenditures completed at the time of the preparation of this admission document. 82 stable cash flow in accordance with the terms of the existing lease agreements. With respect to the vacant spaces, mostly represented by vacant industrial urban assets, the Company believes it is possible to enhance the Portfolio’s profitability through conversion and external redevelopment of such assets into a more profitable use such as residential, retail and office space. The Fund Manager intends to take action to further the conversion process regarding such assets, seeking town planning modification agreements with the local municipalities where such assets are located. Most of the assets comprised in the Telecom Italia portfolio are located in central or semi-urban areas and, due to their location and nature, represent considerable potential for alternative and more profitable uses (for most of the Telecom Italia assets, vacant possession could be higher than open market value based on current lease terms). 5.6 Property Condition Environmental surveys have been undertaken for each property in the Portfolio by a member of Pirelli RE Group. These have been reviewed by the Fund Manager and by CBRE, and each believes the condition of the Portfolio is adequate having taken into account the properties’ value, age, use, type and lease terms. 83 PART V THE OFFER 1. DESCRIPTION OF THE OFFER The Company is issuing 20,480,000 Offer Shares and Moabar B.V. is offering 3,482,480 Offer Shares by way of the Offer to certain institutional and professional investors in the UK and elsewhere. The Ordinary Shares are being offered and sold outside the United States in reliance on Regulation S under the Securities Act, and within the United States to persons reasonably believed to be qualified institutional buyers as defined in Rule 144A. Certain restrictions that apply to the distribution of this document and Ordinary Shares are described in paragraph 4.16 of Part VIII. Pursuant to the Offer, the Company will receive approximately A242.5 million from the subscription of new Offer Shares, net of underwriting commissions and estimated offering and expenses of A13.5 million payable by the Company. Pursuant to the Offer, Moabar will receive approximately A42.4 million from the subscription of Existing Ordinary Shares, net of underwriting commissions and assuming no exercise of the Over-allotment Option. The Company will not receive any of the gross proceeds from the sale of the Existing Ordinary Shares to be sold by Moabar B.V. Assuming no exercise of the Over-allotment Option, the Offer Shares will represent approximately 78.6% of the enlarged share capital of the Company at Admission. Each Investor participating in the Offer is required to subscribe for Offer Shares in a minimum amount of EUR 50,000. 2. ALLOCATION All Ordinary Shares being issued by the Company in the Offer will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on the Ordinary Shares after Admission. Any Existing Ordinary Shares sold by the Selling Shareholders will be sold together with the right to receive all dividends and other distributions declared, made or paid on the Ordinary Shares after Admission. The Ordinary Shares allocated under the Offer have been underwritten, subject to certain conditions, by the Underwriters as described in the paragraph headed ‘‘Underwriting Arrangements’’ below and in paragraph 7 of Part VIII of this document. Allocations under the Offer will be determined at the discretion of the Underwriters following consultation with the Company and the Selling Shareholders, after indications of interest from prospective Investors have been received. All Ordinary Shares issued or sold pursuant to the Offer will be issued, payable in full, at the Offer Price. 3. DEALING ARRANGEMENTS The Offer is subject to the satisfaction of certain conditions contained in the Underwriting Agreement that are typical for an agreement of that nature. Certain conditions are related to events that are outside the control of the Company, the Directors and the Underwriters. Further details of the Underwriting Agreement are described in paragraph 7 of Part VIII of this document. It is expected that Admission will take place and unconditional dealings in the Ordinary Shares will commence on AIM at 8.00 a.m. (London time) on 18 October 2006. Prior to Admission, it is expected that dealings in the Ordinary Shares will commence on a conditional basis on 13 October 2006. The earliest date for settlement of such dealings will be the date of Admission. All dealings in the Ordinary Shares prior to the commencement of unconditional dealings will be on a ‘‘conditional basis’’, will be of no effect if Admission does not take place and will be at the sole risk of the parties concerned. These dates and times may be changed. Each Investor will be required to undertake to pay the Offer Price for the Ordinary Shares sold or issued to such Investor in such manner as shall be directed by the Underwriters. 4. CREST AND DEPOSITORY INTERESTS CREST is a paperless settlement procedure enabling securities to be transferred otherwise than by written instrument. CRESTCo is unable to take responsibility for the electronic settlement of shares issued by non-UK companies in certain jurisdictions, including The Netherlands. 84 Depository interests allow registered shares to be dematerialised and settled electronically. The registered shares are transferred to a nominee company, which then issues depository interests to the CREST accounts of individual shareholders on a one-for-one basis and provides the necessary custodial service. Depository interests can then be traded and settled within the CREST system in the same way as any other CREST shares. The Company, through Capita IRG Trustees Limited, has established a depository interest facility pursuant to which Depository Interests representing Ordinary Shares will be issued, allowing shareholders to hold their Ordinary Shares in dematerialised form; it is expected that Ordinary Shares allocated to investors pursuant to the Offer will be delivered in dematerialised form represented by Depository Interests. Shareholders who elect to hold their Ordinary Shares in uncertificated form through the depository facility will be bound by a Deed Poll, the terms of which are summarised in paragraph 12 of Part VIII. The Company will apply for the Depository Interests to be admitted to CREST with effect from Admission. Depository Interests will have the same international security identification number (ISIN) as the underlying Ordinary Shares and will not require a separate application for admission to trading on AIM. For more information concerning CREST, Shareholders should contact their brokers or CRESTCo Limited at 33 Cannon Street, London, EC4M 5SB, United Kingdom. Trading in Depository Interests on AIM will require Shareholders to deal through a stockbroker or other intermediary who is a member of the London Stock Exchange. Shareholders resident outside the UK should ensure that their stockbroker is either a member of the London Stock Exchange or has in place arrangements allowing them to effect trades on AIM. Shareholders who elect to hold their Ordinary Shares in uncertificated form though the Depository Interest facility will be bound by a Deed Poll, the terms of which are summarised in paragraph 12 of Part VIII. In such case, the Company’s share register will show the nominee company, Capita IRG Trustees Limited, as the holder of the Ordinary Shares, but the beneficial interest will be with the Depository Interest holder who continues to receive the rights attaching to the Ordinary Shares as he or she would have done had he or she elected to hold shares in registered form. Depository Interest holders can convert their Ordinary Shares into registered form (instead of dematerialised form) at any time and such shareholding will be evidenced by the entry of the shareholder’s name onto the register of members. A share certificate will not be issued. Such a transfer will, however, require the execution of a notarial deed in The Netherlands and the associated costs may exceed A750. Stamp duty or stamp duty reserve tax considerations in relation to Depository Interests are set out in paragraph 8.3 of Part VIII. It is anticipated that permission will be given for the holding and settling of Depository Interests in respect of the Company through CREST with effect from the date of Admission. Depository Interests will have the same international security identification number (‘‘ISIN’’) as the underlying Ordinary Shares and will not require a separate application for admission to trading on AIM. Further details of the depository arrangements are set out in paragraph 12 of Part VIII of this document. When admitted to trading on AIM, the Ordinary Shares, and any Depository Interests representing them, will be registered with ISIN NL0000686319 and SEDOL B170CW5 and the Company’s stock exchange symbol will be SPNV. The Ordinary Shares will be in registered form. The primary share register will be maintained in The Netherlands at the Company’s registered office. The Depository Interests register will be maintained by the Registrar. Share certificates for Ordinary Shares will not be issued. 5. OVER-ALLOTMENT AND STABILISATION In connection with the Offer, Deutsche Bank, as stabilising manager, or any of its agents, may, (on behalf of the Underwriters) to the extent permitted by applicable law effect transactions with a view to supporting the market price of the Ordinary Shares at a level higher than that which might otherwise prevail in the open market. Deutsche Bank is not required to enter into such transactions and such transactions may be effected on AIM, any over-the-counter market or otherwise. Such stabilising measures, if commenced, may be discontinued at any time and may commence on or after the date of publication of the Offer Price and will end no later than 30 days thereafter. Save as required by law or regulation, neither Deutsche Bank nor 85 any of its agents intends to disclose the extent of any over-allotments and/or stabilisation transactions under the Offer. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Ordinary Shares by it during the stabilising period, the Selling Shareholders have granted to Deutsche Bank the Over-allotment Option, pursuant to which Deutsche Bank may, on behalf of the Underwriters, require the Selling Shareholders to sell (on an equal basis) additional Ordinary Shares up to a maximum of 5% of the total number of Ordinary Shares in the Company immediately following Admission at the Offer Price, provided, however, that the Over-Allotment Option shall not be exercised if the Offer Price is less than A14 and shall not be exercised to the extent that it would result in Pirelli RE Netherlands B.V.’s holding in the Company being reduced to below 10%. If applicable, the Over-allotment Option will be exercisable in whole or in part, upon notice by Deutsche Bank, at any time up to and including 30 days after the date of publication of the Offer Price. Any Ordinary Shares made available pursuant to the Over-allotment Option will be sold on the same terms and conditions as the Ordinary Shares being issued in the Offer and will form a single class for all purposes with the other Ordinary Shares. 6. UNDERWRITING ARRANGEMENTS On 13 October 2006, the Company, the Selling Shareholders and Pirelli RE entered into the Underwriting Agreement with the Underwriters. The Underwriting Agreement provides that the Underwriters will be paid a commission of 2.5% of the gross proceeds of the Offer. Any commissions received by the Underwriters may be retained and any Offer Shares acquired by them may be retained or dealt with by them for their own behalf. Investors should be aware that, while the ability of the Underwriters to retain Offer Shares is not unusual in underwriting agreements, doing so to any significant degree could, because it limits the number of Ordinary Shares generally available in the market, impact the market price of the Ordinary Shares. Further details on the Underwriting Agreement are set out in paragraph 7 of Part VIII of this document. 7. LOCK-UP AND ORDERLY MARKET ARRANGEMENTS The Company has agreed not to issue, offer, sell, contract to sell, grant options over or otherwise dispose of Ordinary Shares or enter into any financial product or security whose value is determined by reference to the price of Ordinary Shares or announce any intention to do so subject to certain customary exceptions for a period of 180 days following Admission without the prior written consent of the Joint Global Co-ordinators (such consent not to be unreasonably withheld or delayed). Moabar B.V. has agreed not to offer, sell, contract to sell, grant options over pledge or mortgage Ordinary Shares or enter into any financial product or security whose value is determined by reference to the price of Ordinary Shares or otherwise dispose of Ordinary Shares or announce its intention or mandate any third party to do so for a period of 180 days after Admission without the prior written consent of the Joint Global Co-ordinators (such consent not to be unreasonably withheld or delayed). In addition to customary exceptions to the lock-up, Moabar B.V. is permitted to issue and/or sell to certain persons (including, without limitation, to group companies and affiliates of Moabar B.V. and members of the Pirelli RE Group) securities that are referenced to the price of the Ordinary Shares in connection with the reoganisation of Spazio Industriale II B.V. In addition, and subject to certain customary exceptions, Pirelli RE Netherlands B.V. has agreed not to offer, sell, contract to sell, grant options over, pledge or mortgage Ordinary Shares or enter into any financial product or security whose value is determined by reference to the price of Ordinary Shares or otherwise dispose of Ordinary Shares or announce its intention or mandate any third party to do so for a period of twelve months from the date of Admission without the prior written consent of the Joint Global Co-ordinators (such consent not to be unreasonably withheld or delayed). Furthermore, Pirelli RE Netherlands B.V. has undertaken to the Company that (subject to certain customary exceptions) for so long as a direct or indirect subsidiary of Pirelli RE provides either corporate management services to the Company or manages the Fund, Pirelli RE Netherlands B.V. will not dispose of the Ordinary Shares held by it on Admission (other than any Ordinary Shares to be sold by it in the event the Over-allotment Option is exercised) and that, furthermore, it will take all steps necessary (including but not limited to subscribing for and/or purchasing Ordinary Shares) to ensure that at all times it holds at least 10% of the entire issued share capital of the Company after the date of Admission. 86 For so long as a direct or indirect subsidiary of Pirelli RE provides either corporate management services to the Company or manages the Fund, Promote Shares issued to Pirelli RE Netherlands B.V. pursuant to the holding by Pirelli RE Netherlands B.V. of Preferred Shares in the Company will be subject to a lock-up of 180 days from the date of issue of such Promote Shares. After expiry of such 180 day period, Pirelli RE Netherlands B.V. shall be entitled to dispose of such Promote Shares, provided that in each subsequent 180 day period the number of Promote Shares subject to any such disposal represents not more than 20% of the aggregate issuance of Promote Shares to Pirelli RE Netherlands B.V. on the immediately preceding Test Date (as defined in the Articles). If in any subsequent 180 day period the number of Promote Shares subject to a disposal represents less than 20% of the aggregate issuance of Promote Shares on the relevant Test Date, Pirelli RE Netherlands B.V. is entitled to effect a disposal of such Promote Shares in any subsequent period and such Promote Shares shall not count towards the calculation of the 20% threshold in any subsequent 180 day period. Further details of the rights attaching to Preferred Shares issued by the Company to Pirelli RE Netherlands B.V. are set out in paragraph 4.3 of Part VIII and in paragraph 16 of Part II of this document. 87 PART VI HISTORICAL COMBINED FINANCIAL INFORMATION OF THE GROUP The Directors Spazio Investment N.V. (formerly Spazio Industriale Investments I B.V.) Herengracht 208 1016 BS Amsterdam The Netherlands Credit Suisse Securities (Europe) Limited as Lead Manager and Nominated Adviser One Cabot Square London E14 4QJ United Kingdom Deutsche Bank AG, London Branch as Lead Manager Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom Milan, 13 October 2006 Dear Sirs Spazio Investment N.V. We report on the financial information set out from page 90 to page 112. This special purpose combined financial information has been prepared for inclusion in the AIM admission document dated 13 October 2006 (the ‘‘Admission Document’’) of Spazio Investment N.V. (the ‘‘Company’’) on the basis of the accounting policies set out in paragraph 2 of the notes to the Combined Financial Statements. The Company and its subsidiary Spazio Industriale—Fondo Comune di Investimento Immobiliare Speculativo di Tipo Chiuso—(the ‘‘Fund’’) are referred to as the ‘‘Group’’. This report is required by Schedule Two of the AIM Rules and is given for the purpose of complying with that schedule and for no other purpose. Responsibilities The Directors of the Company are responsible for preparing the special purpose combined financial information on the basis of preparation set out in note 2 to the special purpose combined financial information and on the basis of International Financial Reporting Standards as adopted by European Union (‘‘IFRS’’). It is our responsibility to form an opinion as to whether the special purpose financial information gives a true and fair view, for the purposes of the Admission Document, and to report our opinion to you. Save for any responsibility arising under paragraph (a) of Schedule Two of the AIM Rules to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report, required by and given solely for the purposes of complying with item 23.1 of Annex I to the AIM Rules, consenting to its inclusion in the Admission Document. Basis of opinion We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the special purpose combined financial information. It also included an assessment of significant estimates and judgments made by those responsible for the preparation of the special purpose financial information and whether the accounting policies are appropriate to the Group’s circumstances, consistently applied and adequately disclosed. 88 We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the special purpose financial information is free from material misstatement whether caused by fraud or other irregularity or error. Our work has not been carried out in accordance with auditing standards generally accepted in the United States of America or auditing standards of the Public Accounting Oversight Board (United States) and accordingly should not be relied upon as if it had been carried out in accordance with those standards. Opinion In our opinion, the special purpose combined financial information gives, for the purposes of the Admission Document, a true and fair view of the state of affairs of the Group as at the dates stated and of its profits, cash flows and changes in equity for the period then ended in accordance with the basis of preparation set out in note 2 of the notes to the financial information and on the basis of IFRS. Declaration For the purposes of paragraph (a) of Schedule Two of the AIM Rules we are responsible for this report as part of the Admission Document and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Investment Circular in compliance with Schedule Two of the AIM Rules. Yours faithfully PricewaterhouseCoopers SpA Elisabetta Caldirola (Partner) 89 BALANCE SHEET Note ASSETS Non-current Assets Investment Property . . . . . Current Assets Inventory . . . . . . . . . . . . . Trade receivables . . . . . . . Other receivables . . . . . . . VAT receivables . . . . . . . . Financial instruments . . . . Restricted cash . . . . . . . . . Cash and cash equivalents ...................................... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5) 428,740 (6) (7) (8) (9) (10) (11) (12) 29,500 397 816 12,864 1,281 6,254 2,018 Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EQUITY Shareholders’ equity Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Share premium and other reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 481,870 (13) (14) (15) Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LIABILITIES Current Liabilities Bank borrowings and payables to other financial institutions . Borrowings from Parent Company . . . . . . . . . . . . . . . . . . . . Trade payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . As at 30 June 2006 (in Euro thousand) 18 23,856 94,492 118,366 (16) (17) (18) (19) (20) 312,188 47,125 3,960 158 73 Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 363,504 Total equity and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 481,870 The notes on page 94 to page 112 are an integral part of these Combined Financial Statements. 90 INCOME STATEMENT Note Rental income . . Fair value gains . Management fees Other costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (21) (22) (23) (24) Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in fair value of financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . (25) (26) (27) 117 (7,276) 841 95,135 (28) Net income for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EARNINGS PER SHARE Basic earnings per share for the period (in Euro) . . . . . . . . . . . . . . . . . . . . . 10,380 93,774 (1,198) (1,503) 101,453 Profit before taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For the period ended 30 June 2006 (in Euro thousand) — 95,135 (29) 5,285 The notes on page 94 to page 112 are an integral part of these Combined Financial Statements. 91 STATEMENT OF CHANGES IN EQUITY Note Balance as at 22 November 2005 . . . . . . . . . . . . . . . . Share capital Share Premium reserve and Retained other reserves Earnings (in Euro thousand) Total Equity — — — — — (180) — (180) Net income/(expenses) of the period recognised directly in equity . . . . . . . . . . . . . . . . . . . . . . . . . . Net income for the period . . . . . . . . . . . . . . . . . . . . . — — (180) — — 95,135 (180) 95,135 Total recognised income and expenses for the period . . — (180) 95,135 94,955 Issue costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interim dividends . . . . . . . . . . . . . Issue of share capital . . . . . . . . . . Premium on issue of share capital . Combination of the entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance as at 30 June 2006 . . . . . . . . . . . . . . . . . . . . (14) (15) (13) (14) (14) — 18 — — — — 24,000 36 18 23,856 (643) — — — 94,492 (643) 18 24,000 36 118,366 The notes on page 94 to page 112 are an integral part of these Combined Financial Statements. 92 CASH FLOW STATEMENT Note Cash flow from operating activities Profit before taxes . . . . . . . . . . . . . . . Adjustments for: Financial income . . . . . . . . . . . . . . . . Financial expense . . . . . . . . . . . . . . . . Allocation to Restricted cash . . . . . . . . Fair value gains . . . . . . . . . . . . . . . . . Change in inventories . . . . . . . . . . . . . Change in trade receivables/payables . . Change in other receivables/payables . . Change in fair value of financial assets . ............................ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95,135 (25) (26) (11) (22) (6) (27) Net cash flow absorbed from operating activities (A) . . . . . . . . . . . . . . . . . . Cash flow from investing activities Acquisition of investment property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (117) 7,276 (6,254) (93,774) (29,500) 3,564 (13,448) (841) (37,959) (5) (25) Net cash flow absorbed from investing activities (B) . . . . . . . . . . . . . . . . . . . Cash flow from financing activities Issue of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Subscription of share premium net of issue costs . . . . . . . . . . . . . . . Combination of the entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interim dividend distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from borrowings from banks and other financial institutions Repayment of borrowings from banks and other financial institutions Proceeds from borrowings from Parent Company . . . . . . . . . . . . . . . For the period ended 30 June 2006 (in Euro thousand) (334,966) 117 (334,849) (13) (14) (15) (16) (30) (16) (17) 18 23,820 36 (643) (4,976) 311,932 (861) 45,500 Net cash flow generated from financing activities (C) . . . . . . . . . . . . . . . . . . 374,826 Total net cash flow generated in the period (D=A+B+C) . . . . . . . . . . . . . . . 2,018 Cash and cash equivalents at beginning of the period (E) . . . . . . . . . . . . . . . — Cash and cash equivalents at end of the period (D+E) . . . . . . . . . . . . . . . . (12) 2,018 The notes on page 94 to page 112 are an integral part of these Combined Financial Statements. 93 NOTES TO THE COMBINED FINANCIAL STATEMENTS 1. Introduction Spazio Investment N.V. (the ‘‘Company’’, formerly Spazio Industriale Investments I B.V.), incorporated on 22 November 2005, is a public company with limited liability (naamloze vennootschap) domiciled in Amsterdam, The Netherlands. The address of the registered office is Herengracht 208, 1016BS Amsterdam, The Netherlands. The share capital of the Company is wholly owned by Spazio Industriale II B.V. whose share capital is indirectly held by Pirelli & C. Real Estate S.p.A. (35%), Cypress Grove International. E.L.P. (19.11%) and Cypress Grove International D. L.P. (45.89%). The principal activity of the Company is the holding of investments in subsidiaries and associates. The Company has elected an extended year end for the first year of existence, beginning 22 November 2005 and ending 31 December 2006. During the period from the date of incorporation to 8 June 2006 the Company acquired a shareholding of 34.92% of the units of the close-ended speculative real estate investment fund ‘‘Spazio Industriale-Fondo Comune di Investimento Immobiliare Speculativo di Tipo Chiuso’’ (the ‘‘Fund’’). On 8 June 2006 the Company merged with Spazio Industriale Investments II B.V. and Spazio Industriale Investments III B.V., the two fellow subsidiaries whose share capital is wholly owned by Spazio Industriale II B.V., both incorporated on 22 November 2005. The merger has taken effect since the date of incorporation. These Combined Financial Statements were approved for issue by the Director on 25 September 2006. By a resolution of 2 October 2006, the shareholders of the Company resolved to change the form of the Company into a public company with limited liability (naamloze vennootschap) under the name Spazio Investment N.V. To that effect, the articles of association were amended and restated entirely by a notarial deed dated 12 October 2006. 2. Significant Accounting Policies The principal accounting policies applied in the preparation of these Combined Financial Statements are set out below. These policies have been consistently applied, unless otherwise stated. 2.1 Basis of Preparation The Combined Financial Statements as at 30 June 2006 have been prepared in connection with the proposed Admission and subsequent trading on AIM, a market regulated by the London Stock Exchange plc, in accordance with the requirements of the AIM Rules and on the basis of International Financial Reporting Standards as adopted by the European Union (‘‘IFRS’’) (including International Financial Reporting Interpretations Committee (‘‘IFRIC’’) interpretations), as modified by the application of certain accounting conventions commonly used for the preparation of historical financial information for inclusion in Investment Circulars as described in the Annexure to SIR 2000 ‘‘Investment Reporting Standards Applicable to Public Reporting Engagements on Historical Financial Information’’ issued by the UK Auditing Practices Board. The Combined Financial Statements include, along with the Company, the following companies: —Spazio Industriale Investments II B.V.—owning a shareholding of 32.54% of the units of the Fund— merged on 8 June 2006 with the Company, —Spazio Industriale Investments III B.V.—owning a shareholding of 32.54% of the units of the Fund— merged on 8 June 2006 with the Company, —the Fund, which, as a result of the merger on 8 June 2006, is wholly owned by the Company. The above-mentioned companies are defined, together with the Company, as the ‘‘Combined Entities.’’ The Combined Financial Statements have been prepared for the period from 22 November 2005 to 30 June 2006 to illustrate the financial economic results of the reporting group, as if it had always operated as a single group, for the purpose of this Admission Document. IFRS 3 states that a business combination involving entities or businesses under common control is a business combination in which all of the combining entities or businesses are ultimately controlled by the 94 same party or parties both before and after the business combination, and that control is not transitory. IFRS does not offer interpretative guidance for the accounting treatment of such a transaction, therefore reference has been made to a similar conceptual framework, as permitted by IAS 8 par. 21. In this circumstance, reference was made to Standards for Investment Reporting 2000 (SIR 2000)—‘‘Investments Reporting Standards applicable to public reporting engagements on historical financial information’’ issued by the UK Auditing Practices Board. SIR 2000 par. 26 indicates that where the entities have been under common management and control but do not form a legal group, the historical financial information will normally be presented on a combined or aggregated basis. Under this method, the results and net assets of the relevant entities are aggregated (with eliminations for intercompany transactions and balances), as are the related share capital balances and reserves. These Combined Financial Statements incorporate the net assets and liabilities of the Group as at 30 June 2006 and its results for the period then ended. The preparation of Combined Financial Statements in conformity with IFRS requires the use of certain critical accounting estimates (see note 4). It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The functional currency is the euro. All values indicated in the Notes to these Combined Financial Statements are expressed in thousand of euro unless specified otherwise. 2.2 Standards, interpretations and amendments to published standards that are not yet effective. Certain new standards, amendments and interpretations to existing standards have been published that are mandatory for the Company’s accounting periods beginning on or after 1 January 2006 or later periods but which the Company has not previously adopted, as follows: IAS 19 (Amendment), Employee Benefits (effective from 1 January 2006). This amendment introduces the option of an alternative recognition approach for actuarial gains and losses. IAS 19 is not relevant to the Company’s operations. IAS 39 (Amendment), Cash Flow Hedge Accounting of Forecast Intragroup Transactions (effective from 1 January 2006). This amendment allows the foreign currency risk of a highly probable forecast intragroup transaction to qualify as a hedged item in the Combined Financial Statements, provided that: (a) the transaction is denominated in a currency other than the functional currency of the entity entering into that transaction; and (b) the foreign currency risk will affect combined profit or loss. This amendment is not relevant to the Company’s operations. IAS 39 (Amendment), The Fair Value Option (effective from 1 January 2006). This amendment changes the definition of financial instruments classified at fair value through profit or loss and restricts the ability to designate financial instruments as part of this category. This amendment is not relevant to the Company’s operations. IAS 39 and IFRS 4 (Amendment), Financial Guarantee Contracts (effective from 1 January 2006). This amendment requires issued financial guarantees, other than those previously asserted by the entity to be insurance contracts, to be initially recognised at their fair value, and subsequently measured at the higher of (a) the unamortised balance of the related fees received and deferred, and (b) the expenditure required to settle the commitment at the balance sheet date. This amendment to IAS 39 is not relevant to the Company. IFRS 1 (Amendment), First-time Adoption of International Financial Reporting Standards and IFRS 6 (Amendment), Exploration for and Evaluation of Mineral Resources (effective from 1 January 2006). These amendments are not relevant to the Company’s operations, as the Company is not a first-time adopter and does not carry out exploration for and evaluation of mineral resources. IFRS 6, Exploration for and Evaluation of Mineral Resources (effective from 1 January 2006). IFRS 6 is not relevant to the Company’s operations. IFRS 7, Financial Instruments: Disclosures, and a complementary Amendment to IAS 1, Presentation of Financial Statements—Capital Disclosures (effective from 1 January 2007). IFRS 7 introduces new disclosures to improve the information about financial instruments. It requires the disclosure of qualitative 95 and quantitative information about exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk and market risk. It replaces IAS 30, Disclosures in the Financial Statements of Banks and Similar Financial Institutions, and disclosure requirements in IAS 32, Financial Instruments: Disclosure and Presentation. It is applicable to all entities that report under IFRS. The amendment to IAS 1 introduces disclosures about the level of an entity’s capital and how it manages capital. The Company assessed the impact of IFRS 7 and the amendment to IAS 1 and concluded that the main additional disclosures will be the sensitivity analysis to market risk and the capital disclosures required by the amendment of IAS 1. The Company will apply IFRS 7 and the amendment to IAS 1 from annual periods beginning 1 January 2007. IFRIC 4, Determining whether an Arrangement contains a Lease (effective from 1 January 2006). IFRIC 4 requires the determination of whether an arrangement is or contains a lease to be based on the substance of the arrangement. It requires an assessment of whether: (a) fulfilment of the arrangement is dependent on the use of a specific asset or assets (the asset); and (b) the arrangement conveys a right to use the asset. The interpretation is not relevant to the Company’s operations. IFRIC 5, Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds (effective from 1 January 2006). IFRIC 5 is not relevant to the Company’s operations. IFRIC 6, Liabilities arising from Participating in a Specific Market—Waste Electrical and Electronic Equipment (effective from 1 December 2005). IFRIC 6 is not relevant to the Company’s operations. 2.3 Basis of combination Subsidiaries Subsidiaries are those entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries are included in the Combined Financial Statements from the date that control commences until the date that control ceases. Subsidiaries are combined on a line-by-line basis, according to which: —the assets, liabilities, costs and revenues shown in the subsidiaries’ financial statements are carried in full, regardless of the interest held; —the book value of equity investments is eliminated against the corresponding shares of net equity; —intercompany receivables and payables, as well as intercompany expenses and revenues among the combined companies are eliminated, including dividends distributed within the Group. Profits and losses resulting from transactions between combined companies, not involving third parties, are eliminated in proportion to the percentage held. 2.4 Investment Property Investment properties are properties that are held to earn rental income or for capital appreciation or for both. Investment properties are stated at fair value. The fair values are based on open market values, being the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper making wherein the parties had acted knowledgeably, prudently and without compulsion. An external and independent expert (CB Richard Ellis Professional Services S.p.A.) having an appropriate recognized professional qualification and recent experience in the location and category of property being valued, values the portfolio quarterly. The valuations are prepared by considering the aggregate of the net annual rents received from the properties and where relevant, associated costs. A discount factor that reflects the specific risks inherent to the net cash flows is then applied to the net annual rentals to arrive at the property valuation. Valuations reflect, where appropriate the type of tenants actually in occupation or responsible for meeting lease commitments, the allocation of maintenance and insurance responsibilities between lessor and lessee 96 and the remaining economic life of the property. The significant assumptions adopted as the basis for the valuation model are described in note 5. Any gain or loss arising from a change in fair value is recognized in the income statement. Gains or losses arising from the disposal of investment property are determined as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in profit and loss in the period of the disposal. 2.5 Inventories Inventories consist of land for development in the normal course of the Group’s activities or during the construction process or development related to said activities. Land for development is stated at the lower of cost and net realizable value. Net realizable value is the estimated selling price, less the estimated costs of completion and selling expenses. Cost includes incremental expenses and capitalizable financial charges, as described below in the ‘‘Financial charges’’ note. 2.6 Receivables and payables Receivables are initially recorded at fair value, i.e. the actual amount that will be collected. They are subsequently measured at amortized cost, less impairment losses. Payables are measured at amortized cost. 2.7 Derivative financial instruments The fair value of financial instruments listed on an active market is based on market prices as of the reporting date. The market price used for derivatives is the bid price, while for financial liabilities the ask price is employed. The fair value of instruments not listed on an active market is determined according to valuation techniques i.e. discounted cash flow analysis and option pricing models, based on a series of methods and assumptions relating to market conditions as of the reporting date. The change in fair value of the derivative instruments that are used to manage the funding portfolio, without the application of hedge accounting is included in the P&L finance items. 2.8 Cash and cash equivalents Cash and cash equivalents are booked at face value. Cash and cash equivalents include cash on hand, deposits held at call with banks, and short-term highly liquid investments with original maturities of three months or less. 2.9 Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transactions costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. 2.10 Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a reduction, net of tax, from the proceeds. 2.11 Revenue Recognition Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Company’s activities. (a) Rental Income Gross rental income is determined based on contractual lease term entitlements. Gross rental income is recognized as lease services are rendered. Gross rental income does not include service charges, such as heating, electricity and security, which are directly charged to tenants. Rental income is recognized in the 97 profit and loss account on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income. Lease incentives are straight lined over the shorter of the life of the lease or the time period from the beginning of the lease to the first break option. Differences that arise between the contractual lease payments and the periodic net lease income are capitalized on the balance sheet. Turnover based rents are recorded as income in the years in which they are earned. (b) Sale of assets Revenues from the sale of assets are recorded only when all of the following conditions are satisfied: • most of the risks and benefits linked to ownership of the assets have been transferred to the buyer; • the effective control over the assets sold and the normal level of activities associated with the asset have ended; • the amount of revenue can be reliably determined; • it is probable that the economic benefits deriving from the sale will be enjoyed by the company; • the costs sustained or to be sustained can be reliably determined. 2.12 Interest Interest is recognized on an accrual basis considering the effective interest rate (EIR) method. 2.13 Financial charges Financial charges are charged to the income statement in the period in which they are incurred unless they are directly attributable to the acquisition, construction or production of a qualifying asset, in which case they are capitalized as part of the cost of that asset. The amount of financial charges capitalized is the actual borrowing cost incurred on the loan specifically borrowed for the purpose of obtaining the qualifying asset. A qualifying asset is an asset that necessarily takes a substantial period of time to be ready for its intended use or sale. The capitalization of financial charges ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are completed. Financial charges are charged on the basis of the Effective Interest Rate (EIR) method. 2.14 Dividend distribution Dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s financial statements in the period in which the dividends are approved by the Company’s shareholders. 2.15 Segment Reporting The Group has only one line of business and operates through the Fund exclusively in Italy; accordingly it is not required to prepare segment reports. 3. Financial risk management Following are the highlights of the Group’s risk management policies and the types of risk covered. 3.1 Credit risk Credit evaluations are performed on all customers as a part of the due diligence on properties to be acquired; in particular only properties rented to tenants with excellent credit evaluations are considered. In addition, the exposure to credit risk is monitored on an ongoing basis by the management. 3.2 Exchange rate risk The Group operates at the Italian market level and all borrowings are in euro; as a consequence it has no exposure to exchange rate risk. 98 3.3 Liquidity risk The main liquidity risk of the Group is its ability to fulfil commitments related to repaying bank borrowings when due. In particular principal reimbursements are linked to the property sale process, while interest to be paid is temporally linked to the rental income collection process and widely covered. The liquidity risk is continuously monitored through treasury reports and quarterly management reports. 3.4 Interest rate risk Interest rate risk to which the Group is exposed mostly originates from long-term financing. Since these are variable-interest bearing loans, the Group is exposed to cash flow risk. The Group manages interest rate risk through the use of derivative contracts, typically interest rate swaps, which transform the variable rate into a fixed rate; interest rate caps, which set a maximum limit on the payable interest rate; and interest rate collars, which mitigate the cost of the cap by setting a minimum limit (floor) on payable interest. The purchase and designation of such derivatives as hedging instruments for the purposes of IAS 39 are decided on a case-by-case basis. 4. Accounting estimates and assumptions The preparation of the financial statements requires management to make estimates and assumptions that could influence the book values of certain assets, liabilities, costs and revenues, as well as the information provided on contingent assets/liabilities as of the reporting date. The estimates and assumptions mainly regard the definition of the useful life of property, the possibility of credit recovery and the recognition/valuation of provisions. The estimates and assumptions are based on data reflecting all available information. In this report, there are the following critical accounting estimates: (a) IAS 2—Valuation of inventory Inventories, which are wholly held by the Fund, are booked at the lower of cost and net realizable value. Inventories consist of land for development in the normal course of the Fund’s activities or during the construction process or development related to said activities. Net realizable value is the estimated selling price, less the estimated costs of completion and selling expenses. Cost includes incremental expenses and capitalizable financial charges. (b) IAS 40—Valuation of investment property Investment properties, which are wholly held by the Fund, are kept to earn rental income or for capital appreciation or for both. Investment properties are stated at fair values which are based on market values, being the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper making wherein the parties had acted knowledgeably, prudently and without compulsion. An external and independent expert (CB Richard Ellis Professional Services S.p.A) having an appropriate recognized professional qualification and recent experience in the location and category of property being valued, values the portfolio every three months. The valuations are prepared by considering the aggregate of the net annual rents received from the properties and where relevant, associated costs. A discount factor which reflects the specific risks inherent to the net cash flows is then applied to the net annual rentals to arrive at the property valuation. Valuations reflect, where appropriate, the type of tenants actually in occupation or responsible for meeting lease commitments, the allocation of maintenance and insurance responsibilities between lessor and lessee and the remaining economic life of the properties. Any gain or loss arising from a change in fair value is recognized in the income statement. Gains or losses arising from the disposal of investment property are determined as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the profit and loss account in the period of disposal. 99 5. Investment Property Investment Property Beginning of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — Additions —Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Capital expenditure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 333,655 1,311 Fair value gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93,774 Balance as at 30 June 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 428,740 All the investment properties are held by the Fund. The acquisition cost and the valuation at fair value, for each portfolio, as at 30 June 2006 are as follows: Portfolio San Lorenzo 1st set . Pavia . . . . . . . . . . . . Pasini . . . . . . . . . . . Tivoli . . . . . . . . . . . San Lorenzo 2nd set San Lorenzo 3rd set . Acquisition date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 31 23 24 30 26 December 2005 January 2006 March 2006 March 2006 March 2006 June 2006 Carrying value of properties on balance sheet as at 30 June 2006 . . Acquisition cost Capital expenditure Fair value gains Total 177,079 19,500 15,400 9,460 70,756 41,460 99 176 532 140 204 160 53,172 4,024 668 3,200 20,650 12,060 230,350 23,700 16,600 12,800 91,610 53,680 333,655 1,311 93,774 428,740 Investment properties includes the property portfolios contributed to the Fund by Olivetti Multiservices S.p.A. (‘‘San Lorenzo’’) as well as the real estate complexes in Pavia (‘‘Pavia’’), Sesto San Giovanni (‘‘Pasini’’) and Bagni di Tivoli (‘‘Tivoli’’). In particular: • San Lorenzo 1st set: on 29 December 2005 Olivetti Multiservices S.p.A. (‘‘OMS’’) contributed a portfolio consisting of 246 properties primarily used, in terms of total area, for light industrial purposes and leased in their entirety to Telecom Italia S.p.A for a total amount valued at Euro 177.1 million; the annual lease amount equals Euro 14.6 million; as at 30 June 2006 the fair value of these San Lorenzo properties amounts to Euro 230.4 million as resulting from the appraisal performed by the Independent Expert at the reporting date; • Pavia: on 31 January 2006 the Fund purchased from the company Vailog Valtidone Immobiliare Logistica S.r.l., a property complex primarily used for logistics and warehousing, located in Pavia, Via Veneroni—corner Via Campari (‘‘Pavia’’) for Euro 19.5 million plus VAT; at the date of the purchase, the property complex was leased to the company BSL Bertola Servizi Logistici S.p.A. as per a six-year period lease contract, signed on 31 January 2006, automatically renewable every six years for six-year periods, absent prior written notice at least 12 months before the expiry date of the lease contract (extended to 18 months before, for the first renewal); the annual lease amount equals Euro 1.8 million plus VAT; as at 30 June 2006 the fair value of the Pavia property complex amounts to Euro 23.7 million as resulting from the appraisal performed by the Independent Expert at the reporting date; • Pasini: on 23 March 2006 the Fund purchased land, three buildings and annexed properties (the ‘‘Real Estate Units’’), primarily used for industrial purposes, located in Sesto San Giovanni, Viale Edison, from the company Centro Edison 2001 S.p.A. for a price of Euro 15.4 million plus VAT; at the date of purchase the Real Estate Units were leased in their entirety, as per two separate lease agreements: 1) to the company Alstom Power Italia S.p.A. as per a contract signed with the seller on 23 January 2006 with a duration of seven years, automatically renewable every six years for a six-year period, absent prior written notice at least 12 months before the expiry date of the lease contract, for an annual lease amount of Euro 971 thousand plus VAT and 2) to the company ABB Cap S.p.A., as per the contract signed by the seller on 29 June 2001, for a period of six years automatically renewable for an additional six-year period, absent prior written notice at least 12 months before the expiry date of the lease contract; the annual lease amount equals Euro 428 thousand plus VAT; the fair value of the Pasini properties as at 30 June 2006 equalled Euro 100 16.6 million as resulting from the appraisal performed by the Independent Expert at the reporting date; • Tivoli: on 24 March 2006 the Fund purchased a real estate complex used for logistics, warehousing and offices, located in Rome, Bagni di Tivoli, Via Martellona, 9, from the company Pace Immobiliare S.p.A. for Euro 9.5 million plus VAT; a commission of up to Euro 500 thousand could be paid to the seller, if several conditions relating to the lease contract are met by 28 April 2009; at the date of purchase, the real estate complex was leased in its entirety to the company Fiege Borruso S.p.A., as per a contract signed by the selling company dated 1 May 1997 for a non renewable period of 12 years and an annual lease amount equal to Euro 899 thousand plus VAT; as at 30 June 2006 the fair value of Tivoli complex amounts to Euro 12.8 million as resulting from the appraisal, performed by the Independent Expert at the reporting date; • San Lorenzo 2nd set: on 30 March 2006 OMS contributed a portfolio comprised of 120 properties, valued at Euro 70.8 million primarily used for light industrial purposes and leased in their entirety to Telecom Italia S.p.A; with the contribution of the properties, the Fund assumed the financial indebtedness related to these same real estate assets, for a total amount of Euro 59.8 million; the annual lease amount equals Euro 6.2 million; as at 30 June 2006 the fair value of these San Lorenzo properties amounts to Euro 91.6 million as resulting from the appraisal, performed by the Independent Expert at the reporting date; • San Lorenzo 3rd set: on 26 June 2006 OMS contributed a portfolio comprised of 54 properties, valued Euro 41.5 million primarily used for light industrial purposes and leased in their entirety to Telecom Italia S.p.A; with the contribution of the properties, the Fund assumed the financial indebtedness related to these same real estate assets, for a total amount of Euro 35.0 million; the annual lease amount equals Euro 3.4 million; as at 30 June 2006 the fair value of these San Lorenzo properties amounts to Euro 53.7 million as resulting from the appraisal, performed by the Independent Expert at the reporting date. In connection with the contribution of San Lorenzo properties, the Fund, received from OMS a guarantee with regard to environmental risks and the legal and technical status of the properties. In addition the Fund received bank guarantees in relation to future lease payments for a total amount of Euro 3.2 million of which Euro 2.0 million are from Telecom Italia S.p.A., Euro 880 thousand are from BSL Bertola Servizi Logistici S.p.A., Euro 243 thousand are from Alstom Power Italia S.p.A. and Euro 107 thousand are from ABB Cap S.p.A. In relation to the lease contract with ABB Cap S.p.A, the seller Centro Edison 2001 S.p.A. has deposited an amount of Euro 2.2 million in favor of the Fund, in a restricted account with Banca Intesa BCI S.p.A., as a rental income guarantee in case of the lessee’s withdrawal or notice on or prior to 30 June 2011. All investment properties are accounted for at fair value using the fair value model in accordance with IAS 40. The independent Expert determines the open market value of each property based on the present value of future rental income that the property is expected to generate. The independent Expert analyses all information contained in lease contracts such as amount of rent, duration and relevant indexation. In addition physical inspections are conducted in order to assess the quality, technical features and conditions of the properties. The discount rate and assumption regarding future real growth are significant valuedriving factors in the valuation model. The discount rate is the weighted average cost of borrowed capital and equity. The cost of borrowed capital is based on the market interest rate for loans. The cost of equity is based on a risk-free interest rate equivalent to the long-term government bond rate with the addition of a risk premium. The risk premium is specific to each property and can be divided into two parts—general risk and individual risk. The general risk adjusts for the fact that a real estate investment is not as liquid as a bond and the asset is affected by the general economic situation. The individual risk is specific to each property, and comprises a weighted assessment of the property’s category, location, technical standard, quality and tenant at the valuation date. Future rental income is estimated based on current lease and reasonable and supportable assumptions about rental income from future leases: in particular at the end of the relevant lease contract, if appropriate, additional works and variations are assumed in order to convert the property to an alternative use and consequently to lease or sell it at adequate market value. 101 6. Inventory Inventory Beginning of the period . . . Additions —Acquisition of a area . . . —Financial charges . . . . . . —Project management fees —Legal fees . . . . . . . . . . . —Legal due diligence costs —Technical consultants . . . —Notary expenses . . . . . . . —Other capitalised costs . . ............................................... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — . . . . . . . . 28,218 441 373 197 80 60 50 81 Balance as at 30 June 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,500 As at 30 June 2006, the inventory total refers to land to be developed of approximately 760,000 square metres (Gross Lettable Area of approximately 395,000 square metres) located in the municipalities of Portogruaro and Fossalta di Portogruaro (in the province of Venice) purchased on 30 December 2005 (the ‘‘Area’’); the Area will be subsequently developed and used for manufacturing, logistics and workshops held for sale. The development and construction of the properties will be completed in a period between one to six years. Financial charges capitalized as at 30 June 2006 equal to Euro 441 thousand are actual borrowing costs incurred exclusively in connection with the borrowings for the Area. 7. Trade Receivables Current Non current Total Trade receivables from Telecom-Olivetti Group companies . . . . . . . . . . . . . Trade receivables from third parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 221 176 — — 221 176 Trade receivables as at 30 June 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 397 — 397 The directors consider that the carrying amount of trade receivables approximates their fair value. 8. Other receivables Current Non current Total Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued income and prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 609 207 — — 609 207 Other receivables as at 30 June 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 816 — 816 ‘‘Other receivables’’ includes: • Euro 400 thousand that the Fund committed to pay insofar as it became party to an option contract for the purchase of two areas owned by Zaccheo Ambiente S.a.s. and Zaccheo Sandrino & C., by 31 December 2006. This call option is out of the scope of IAS 39 as, according to the par. 5, contracts that were entered into and continue to be held for the purpose of the receipt or delivery of a non-financial asset (the two areas, in this case) instead of being settled net in cash or another financial instrument, are not subject to the application of that Standard; • Euro 209 thousand paid by the Fund as a cash deposit to acquire lands belonging to the Area of Portogruaro. The detail ‘‘Accrued income and prepaid expenses’’ includes prepaid expenses relating to insurance premiums for an amount of Euro 41 thousand and Euro 166 thousand relating to bank accounts agency fees paid on a half yearly basis. 9. VAT receivables This amount refers entirely to the Fund’s VAT credits related to the purchase of real estate assets. 102 10. Financial instruments This amount refers to the fair value as at 30 June 2006 of two interest rate collar contracts entered into by the Fund in January 2006 with Banca Intesa BCI S.p.A. and Natexis Banques Populaires, respectively, in order to offset interest rate volatility. The above-mentioned derivatives each contain the same significant terms and conditions, which are as follows: Notional for the period from 30 Premium paid . . . . . . . . . . . . . Effective date . . . . . . . . . . . . . Expiry date . . . . . . . . . . . . . . . Interest rate cap . . . . . . . . . . . Interest rate floor . . . . . . . . . . Fair value as at 30 June 2006 . . June .... .... .... .... .... .... 2006 to 31 December 2006 .................... .................... .................... .................... .................... .................... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132,582 220 30 June 2006 31 December 2009 3.6% 2.4% 640 The fair value has been assessed by an independent professional party on the basis of publicly available financial market information provided by financial information providers such as Bloomberg and Reuters. Hedge accounting has not been applied. 11. Restricted cash Restricted cash is reserved for the repaying of bank borrowing. 12. Cash and cash equivalents The cash and cash equivalents are available in current bank accounts as at 30 June 2006. 13. Share capital The authorised share capital of the Company is 90,000 shares, each having a par value of Euro 1. At the balance sheet date, a total of 18,000 shares were issued and fully paid. 14. Share premium and other reserves The amount recognised in the balance sheet as at 30 June 2006 includes: i) Euro 24.0 million related to share premium reserve net of Euro 180 thousand related to issue costs, that refers to legal fees incurred in setting up the Fund and modification of the Fund’s by-laws; ii) Euro 36 thousand related to share capital of Spazio Industriale Investments II B.V. and Spazio Industriale Investments III B.V., merged as at 8 June 2006. 15. Retained earnings The amount includes the net income for the period ended 30 June 2006 of Euro 95.1 million, and interim dividends of Euro 643 thousand distributed to the parent company Spazio Industriale II B.V. on 27 June 2006. 16. Bank borrowings and payables to other financial institutions Current 1st loan—San Lorenzo Portfolio 2nd loan—Area of Portogruaro . 3rd loan—Pavia . . . . . . . . . . . . 4th loan—Pasini . . . . . . . . . . . . 5th loan—Tivoli . . . . . . . . . . . . Bank overdraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non current Total . . . . . . 249,840 16,796 19,641 16,061 9,760 90 — — — — — — 249,840 16,796 19,641 16,061 9,760 90 Bank borrowings and payables to other financial institutions as at 30 June 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 312,188 — 312,188 After admission to AIM, as the existing bridge loan agreements as at 30 June 2006 will be replaced with new medium term facilities agreements, these new loans will be classified as non current liabilities. 103 The movement in Bank loans is as follows: Beginning of the period 1st loan—San Lorenzo Portfolio 2nd loan—Area of Portogruaro . 3rd loan—Pavia . . . . . . . . . . . . 4th loan—Pasini . . . . . . . . . . . . 5th loan—Tivoli . . . . . . . . . . . . Increase Decrease Borrowing Interest Interest charges due paid As at 30 June 2006 . . . . . — — — — — 252,860 17,526 20,205 16,457 9,887 — (427) (361) (54) (19) (3,053) 4,197 (4,164) 249,840 (374) 401 (330) 16,796 (278) 347 (272) 19,641 (403) 193 (132) 16,061 (145) 115 (78) 9,760 Total Bank loans . . . . . . . . . . . . — 316,935 (861) (4,253) 5,253 (4,976) 312,098 As at 30 June 2006, the proceeds from Bank loans comprise: • the loan for the San Lorenzo properties (the ‘‘First Loan’’) disbursed by Natexis Banques Populaires—Milan branch—and by Banca Intesa BCI S.p.A. consisting of: — Euro 156.3 million, of which Euro 151.6 million represents the debt transferred to the Fund through the contribution of a portfolio of 246 properties effected by OMS on 29 December 2005 and the remaining Euro 4.7 million represents an additional tranche related to the same facilities; — Euro 60.9 million, of which Euro 59.8 million represents the debt transferred to the Fund through the contribution of a portfolio of 120 properties effected by OMS on 30 March 2006 and the remaining Euro 1.1 million represents an additional tranche related to the same facilities; — Euro 35.7 million, of which Euro 35.0 million represents the debt transferred to the Fund through the contribution of a portfolio of 54 properties effected by OMS on 26 June 2006 and the remaining Euro 716 thousand represents an additional tranche related to the same facilities; • the loan for the Area of Portogruaro (the ‘‘Second Loan’’) dated 30 December 2005 with Natexis Banques Populaires—Milan branch—and with Banca Intesa BCI S.p.A. consisting of: Euro 17.5 million related to the purchase of the area located in the municipalities of Portogruaro and Fossalta di Portogruaro (in the province of Venice); • the loan for the real estate complex in Pavia (the ‘‘Third Loan’’), amounting to Euro 20.2 million, dated 30 January 2006 with Natexis Banques Populaires—Milan branch—and with Banca Intesa BCI S.p.A; • the loan for the real estate units Pasini (the ‘‘Fourth Loan’’) amounting to Euro 16.5 million, dated 23 March 2006 with Natexis Banques Populaires—Milan branch—and with Banca Intesa BCI S.p.A.; • the loan for the Tivoli real estate complex (the ‘‘Fifth Loan’’) amounting to Euro 9.9 million, dated 23 March 2006 with Natexis Banques Populaires—Milan branch—and with Banca Intesa BCI S.p.A. The First Loan dated 30 December 2005, with a duration of six months and expiring on 30 June 2006, was extended through 31 October 2006; it can be drawn in several tranches up to a maximum total amount of Euro 265.4 million. The interest rate is equal to three month Euribor plus 170 bps. The effective interest rate, determined in accordance with the amortised cost method, is equal to 5.016%. This loan is supported by real property promise of guarantees, pledges on the Investment Fund’s current accounts, insurance policies, lease and rental contracts, as well as any hedge agreements in place. The Second Loan dated 30 December 2005, with a duration of three months and expiring on 31 March 2006, was extended through 31 October 2006. The interest rate is equal to 3 month Euribor plus 195 bps. The effective interest rate, determined in accordance with the amortised cost method, is equal to 5.380%. This loan is supported by real property promise of guarantees, credits related to the purchase/sale of land and pledges on current accounts. In this case the financing banks have also provided an offer for a subsequent medium term loan that will refinance the operation and will allow the Fund to proceed with the development of the Area. 104 In the event that refinancing were granted from financial institutions other than Natexis Banques Populaires—Milan branch—and Banca Intesa BCI S.p.A., the Fund would have to pay these institutions an exit fee equal to Euro 500 thousand each. The Third Loan dated 30 January 2006, with a duration of four months and expiring on 31 May 2006, was extended through 31 October 2006. The interest rate is equal to 1⁄3 month Euribor plus 150 bps (140 bps for the part related to the VAT line). The effective interest rate, determined in accordance with the amortised cost method, is equal to 5.014%. This loan is supported by real property promise of guarantees, pledges on current accounts, insurance policies, lease and rental contracts, as well as any hedge agreements in place. The Fourth Loan, dated 23 March 2006 with a duration of two months and expiring on 31 May 2006, was extended through 31 October 2006. The interest rate is equal to Euribor plus 150 bps (140 bps for the portion related to the VAT line). The effective interest rate, determined in accordance with the amortised cost method, is equal to 4.979%. This loan is supported by real property promise of guarantees, pledges on current accounts, insurance policies, lease and rental contracts, as well as any hedge agreements in place. The Fifth Loan, dated 23 March 2006, with a duration of two months and expiring on 31 May 2006, was extended through 31 October 2006. The interest rate is equal to one month Euribor plus 150 bps (140 bps for the portion related to the VAT line). The effective interest rate, determined in accordance with the amortised cost, is equal to 5.125% and it is supported by real property promise of guarantees, pledges on current accounts, insurance policies, lease and rental contracts, as well as any hedge agreements in place. In order to refinance these Loans, a binding agreement related to a medium term loan contract—that will be supported by first degree real property guarantees—has also been signed. It should also be pointed out that an intercreditor agreement was entered into by the Fund, the Fund Manager and the Lenders (Natexis Milan, Natexis Banques and Banca Intesa) with a view to regulating their respective claims as to payments, subordination and priority between them. 17. Borrowings from parent company Current Non current Total Spazio Industriale II B.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,125 — 47,125 Borrowings from parent company as at 30 June 2006 . . . . . . . . . . . . . . . 47,125 — 47,125 The amount includes the loan received from the parent, Spazio Industriale II B.V., for an undetermined period of time (Euro 45.5 million) bearing interest at a rate of 7.0% and the related interest (Euro 1.6 million) as for the period ended 30 June 2006. The fair value of the loan is Euro 45.7 million based on discounted cash flows using a rate based on the Euro yield curve. 18. Trade payables Current Trade Trade Trade Trade payables payables payables payables to to to to third parties . . . . . . . . . . . . . Fund manager . . . . . . . . . . . Group Pirelli & C. RE S.p.A. Group Pirelli & C. S.p.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non current Total . . . . 1,906 1,248 701 105 — — — — 1,906 1,248 701 105 Trade payables as at 30 June 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,960 — 3,960 As at 30 June 2006 trade payables to third parties, amounting to Euro 1.9 million are mainly related to i) fees on the purchase and contribution of a real estate complex (Euro 501 thousand), ii) the premium on a call option contract (Euro 400 thousand) for the purchase of two areas owned by Zaccheo Ambiente S.a.s. and Zaccheo Sandrino & C., by 31 December 2006 (see note 8), iii) an invoice to be received for fees on investment activity analysis (Euro 248 thousand), iv) for audit and professional advisory fees (Euro 170 thousand) and v) for consultancy fees on formation and regulation of the Fund (Euro 51 thousand). Trade payables to the Pirelli & C. Real Estate Opportunities Società di Gestione del Risparmio S.p.A. (the ‘‘Initial Fund Manager’’) as at 30 June 2006, amounting to Euro 1.2 million, are related to management fees matured at the reporting date as detailed under note 22 below. 105 As at 30 June 2006, trade payables to Pirelli & C. RE Group, amounting to Euro 701 thousand, are detailed as follows: • Euro 327 thousand to Pirelli & C. Real Estate S.p.A. Property Management S.p.A. (a fellow subsidiary wholly controlled by Pirelli & C. Real Estate S.p.A.) determined in accordance with the Property Management Service Agreement signed between Pirelli & C. RE Property Management S.p.A. and the Initial Fund Manager, which regulates the property mandate for the administration and management of the Fund’s current and future properties; • Euro 373 thousand to Pirelli & C. Real Estate S.p.A. Project Management S.p.A. (a fellow subsidiary wholly controlled by Pirelli & C. Real Estate S.p.A.) for services relate to engineering, development and urbanization of the Area of Portogruaro; • Euro 1 thousand to Pirelli & C. Real Estate S.p.A. Agency Management S.p.A. (a fellow subsidiary wholly controlled by Pirelli & C. Real Estate S.p.A.) for advertising services rendered. As at 30 June 2006, trade payables to Pirelli & C. Group, amounting to Euro 105 thousand, are due to Pirelli Ambiente Bonifiche S.r.l. (a company controlled by Pirelli & C. S.p.A.) for environmental due diligence related to Tivoli, Pasini and Pavia. The directors consider that the carrying amount of the trade payables approximates their fair value. 19. Other payables As at 30 June 2006, this current payable amount is mainly related to advance withholding taxes paid by the Initial Fund Manager on behalf of the Fund. 20. Tax payables As at 30 June 2006 the amount refers to withholding taxes accrued for the month of June 2006. 21. Rental income The table that follows details the rental income for each portfolio as for the period ended 30 June 2006: As for the period ended 30 June 2006 Portfolio Portfolio Portfolio Portfolio San Lorenzo . Pavia . . . . . . Pasini . . . . . . Tivoli . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,026 733 377 244 Total Rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,380 22. Fair value gains The fair value gains arise from the valuation on 30 June 2006 at fair value, comprising market value by an independent, professionally, qualified valuer. Fair values have been appraised by an external and independent Expert (CB Richard Ellis Professional Services S.p.A.) having an appropriate recognized professional qualification. The fair value valuations are prepared by considering the aggregate of the net annual rents received from the properties and, where relevant, associated costs. A yield that reflects the specific risks inherent the net cash flows is then applied to the net annual rentals to arrive at the property valuation. Valuations reflect, where appropriate, the type of tenants actually in occupation or responsible for meeting lease commitments, the allocation of maintenance and insurance responsibilities between lessor and lessee and the remaining economic life of the property. 23. Management fees Management fees are related to Initial Fund Manager commissions. Management fees calculation criteria, defined in the Fund by-law, are the following: • 0.2% on a quarterly basis (0.8% per annum) of the portion of the aggregate value of the assets of the Fund up to Euro 250.0 million; 106 • 0.175% on a quarterly basis (0.7% per annum) of the portion of the aggregate value of the assets of the Fund in excess of Euro 250.0 million and up to Euro 500.0 million; • 0.15% on a quarterly basis (0.6% per annum) of the portion of the aggregate value of the assets of the Fund in excess of Euro 500.0 million; • In any event management fees may not be lower than Euro 530 thousand on an annual basis (Euro 133 thousand on a quarterly basis). In addition the Fund is by-laws provide an incentive fee that shall be calculated at the end of the Fund’s winding up procedure or upon the liquidation of the Fund’s assets, if earlier, and shall be paid to the Initial Fund Manager if the following conditions are met: (i) if the IRR (with reference to all cash flow received by the Participants from the Fund) is between 20% and 25%, the Initial Fund Manager shall be entitled to received an amount equal to 10% of the difference between the cash flow received from Participants and the amount of cash flow necessary to achieve an IRR of 20%; (ii) if the IRR (with reference to all cash flow received by the Participants from the Fund) is higher than 25%, the Initial Fund Manager shall be entitled to received an amount equal to 15% of the difference between the cash flow received from Participants and the amount of cash flow necessary to achieve an IRR of 25%. In the period from 22 November 2005 to 30 June 2006 the above mentioned conditions have not been met; accordingly, no incentive fee has been provided. 24. Other costs As for the period ended 30 June 2006 —Legal fees . . . . . . . —Property fees . . . . . —Notary expenses . . —Due diligence costs —Insurance premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total non capitalised real estate expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 354 206 74 58 40 (732) Commercial expenses —Marketing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Total non capitalised commercial expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6) General and administrative expenses —Professional advisory fees . . . . . . —Audit expenses . . . . . . . . . . . . . —Depositary Bank commissions . . —Other general expenses . . . . . . . 95 42 5 30 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total non capitalised general and administrative expenses . . . . . . . . . . . . . . . . . (172) Total costs of service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (910) Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (593) Total Other costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,503 Other operating expenses mainly consist of Imposta Comunale sugli Immobili (ICI), an Italian property tax due on real estate owned by the Fund. 25. Financial Income Financial income consists of interest on current bank accounts. 107 26. Financial Expense As for the period ended 30 June 2006 Interest owed on bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest owed on parent company loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bank fees (agency fees plus undrawn commission) . . . . . . . . . . . . . . . . . . . . . . . 5,243 1,625 408 Total financial expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,276 The amount of financial expenses is detailed per loan as follows: Agency fee San Lorenzo Portfolio Portogruaro . . . . . . . . Pavia . . . . . . . . . . . . . Pasini . . . . . . . . . . . . Tivoli . . . . . . . . . . . . Parent company loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Undrawn Commission Interest expenses As for the period ended 30 June 2006 . . . . . . 80 91 11 20 5 — 201 — — — — — 4,496 — 398 215 134 1,625 4,777 91 409 235 139 1,625 Total financial expenses . . . . . . . . . . . . . . . . . . 207 201 6,868 7,276 27. Change in fair value of financial assets As for the period ended 30 June 2006 this line reflects the fair value valuation of two interest rate collar contracts as at 30 June 2006. 28. Income tax expense Dutch corporate tax is based on the fiscal results, taking into account that certain income and expenses as reported in the profit and loss account are exempted from taxation. The applicable tax rates are 27% over the first Euro 22,689 and 31.5% over the remainder for the year 2005 and 25.5% over the first Euro 22,689 and 29.6% over the remainder for the year 2006. The Dutch Tax Authorities have issued a ‘‘determination agreement ATR’’ stating that the Italian real estate property investment fund is to be qualified as a transparent entity. In practical terms, this means that the Fund will be transparent from a Dutch corporate income tax point of view and the Company is treated as the direct owner of the underlying assets. Consequently, all income of the Fund should be treated as income of the Company and treated accordingly. Due to the operation of the Convention for the Avoidance of Double Taxation signed on the 8 May 1990 by the Government of Italy and the Government of The Netherlands (and specifically article 24, paragraphs 1 and 2 of the Treaty) income and capital gains arising from immovable property situated in Italy is effectively exempt from corporate taxation in The Netherlands. In Italy, pursuant to the introduction of the Legislative Decree 269/2003, converted with amendments into Law 326/2003, the tax regime for Real Estate Investment Funds, originally provided for in Legislative Decree 351/2001, has been significantly modified. Under the previous regime, Real Estate Investment Funds, if exempt from Italian Corporate Tax (IRES) and Regional Tax (IRAP), were subject to a 1% substitute tax on the ‘‘net book value of the fund’’ (valore netto contabile del fondo). The Legislative Decree 269/2003 repealed the 1% substitute tax and introduced a new tax regime applicable as at 1 January 2004. Under the new tax regime, a substitute tax at a 12.5% rate is applicable to proceeds distributed by the Real Estate Investment Funds. The 12.5% withholding tax represents the definitive taxation (a titolo di imposta) for the proceeds collected by individual investors. As regards Italian resident entrepreneurs, Italian resident companies or Italian permanent establishments of foreign entities, the 12.5% withholding tax represents an advance tax payment (a titolo di acconto). Foreign investors may apply for the exemption from the withholding tax, provided that they are residents in a Country that allows an adequate exchange of information with the Italian tax authorities (so called ‘‘white list Countries’’). No deferred tax is calculated as the Company is legally tax exempt, due to the Dutch tax rules and the bilateral Italy-Netherlands fiscal Agreement. 108 29. Basic earnings per share for the period Basic earnings per share are calculated by dividing the profit attributable to shareholders of the Company by the weighted average number of ordinary shares in issue during the year. As for the period ended 30 June 2006 Profit attributable to equity holders of the Company . . . . . . . . . . . . . . . . . . . . . . Weighted average number of ordinary shares in issue . . . . . . . . . . . . . . . . . . . . . Basic earnings per share (Euro per share) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95,135 18,000 5,285 The Company does not have any diluting shares. 30. Proceeds from borrowings from banks and other financial institutions The amount recognised in the cash flow statement is detailed as follows: As at 30 June 2006 Increase in bank loans during the period (see note Borrowing charges for Bank loans (see note 15) . . Up-Front fees . . . . . . . . . . . . . . . . . . . . . . . . . . . Bank fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bank overdraft (see note 15) . . . . . . . . . . . . . . . . 15) ... ... ... ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase in borrowings from banks and other financial institutions . . . . . . . . . . . 316,935 (4,253) (432) (408) 90 311,932 31. The Fund The Fund is a close-ended speculative real estate investment fund, limited to qualified investors as defined by Article 31, second paragraph of CONSOB (the Italian Securities Market Supervisory Authority) Regulation No. 11522 of 1 July 1998 and subsequent amendments: ‘‘Professional investors shall mean authorized intermediaries, asset management companies, SICAVs, pension funds, insurance companies, foreign persons who, pursuant to the law in force in their home country, carry on the activities carried on by the foregoing persons, companies and entities that issue financial instruments traded in regulated markets, companies entered in the lists referred to in Articles 106, 107 and 113 of Legislative Decree 385 of 1 September 1993, financial salesmen, natural persons who document their possession of the professional qualifications referred to in the Consolidated Law for persons performing administrative, managerial or control functions in SIMs, banking foundations, and companies or legal persons possessing specific expertise and experience in matters of transactions in financial instruments expressly declared in writing by their legal representative.’’ The Funds by-laws were approved by the Initial Fund Manager Board of Directors’ meeting held on 6 December 2005. The Fund intends to invest in the Italian real estate market, primarily in industrial real estate assets, through the purchase, sale and lease of existing real estate assets and the development of new industrial buildings. The term ‘‘industrial’’ refers to logistics, light industrial, laboratories and multi-let industrial real estate. The main activities performed by the Fund for the period ended 30 June 2006 can be summarised as follows: — on 28 December 2005, the date of Authorisation of the Fund by the Bank of Italy, the Initial Fund Manager proceeded to gather the Fund’s initial assets through the issue of 40 units with a par value of Euro 500 thousand; 14 units were subscribed by the Company, 13 units by Spazio Industriale Investments II B.V., and 13 units by the Spazio Industriale Investments III B.V.; — on 29 December 2005, following unanimous approval by the Participants’ Meeting, an additional 51 units in the Fund, with a par value of Euro 500 thousand each, were issued. These new units were subscribed by OMS through the contribution of a portfolio consisting of 246 properties used primarily, in terms of total area, for light industrial purposes and leased in their entirety to Telecom Italia S.p.A. The properties were contributed to the Fund for a total amount valued at Euro 177.1 million. This amount was obtained by applying a discount of approximately 22% to the block of assets contributed, 109 estimated asset by asset, at a market value of Euro 229.3 million as per the appraisal prepared by the Independent Expert CB Richard Ellis Professional Services S.p.A. (‘‘CBRE’’). The acquisition of the properties was financed for a total amount of Euro 151.6 million by a bank borrowing and the remaining amount through the issuance of new units of the Fund. On the same date, following the express written approval of all the Participants, the new units assigned to the OMS were acquired by the Participants for a consideration of Euro 25.5 million; 18 units were acquired by the Company, 17 units by Spazio Industriale Investments II B.V., and 16 units by the Spazio Industriale Investments III B.V.; — on 30 January 2006, following unanimous approval by the Participants’ Meeting, an additional 13 new units in the Fund with a par value of Euro 500 thousand each, without unit premium, were issued, for a total of Euro 6.5 million; 4 units were subscribed by the Company, 4 units by Spazio Industriale Investments II B.V., and 5 units by the Spazio Industriale Investments III B.V.; — on 30 March 2006, following unanimous approval by the Participants’ Meeting, an additional 22 new units in the Fund, with a par value of Euro 500 thousand each, without unit premium, were issued. These new units were subscribed by OMS through the contribution of a portfolio consisting of 120 properties used primarily, in terms of total area, for light industrial purposes and leased in their entirety to Telecom Italia S.p.A.. The properties were contributed to the Fund for a total amount valued at Euro 70.8 million. This amount was calculated by applying a discount of approximately 23% to the block of assets contributed, estimated, asset by asset, at a market value of Euro 91.6 million as per the appraisal prepared by CBRE. With the contribution of the properties, the Fund assumed the financial indebtedness related to these same real estate assets, for a total amount of Euro 59.8 million. On the same date, following the express written approval of all the Participants, the new units assigned to the OMS were acquired by the Participants for a consideration of Euro 11.0 million; 8 units were acquired by the Company, 7 units by Spazio Industriale Investments II B.V., and 7 units by the Spazio Industriale Investments III B.V.; — on 26 June 2006, following unanimous approval by the Participants’ Meeting, an additional 13 new units in the Fund, with a par value of Euro 500 thousand each, without quota premium, were issued. These new units were subscribed by OMS through the contribution of a portfolio consisting of 54 properties used primarily, in terms of total area, for light industrial purposes and leased in their entirety to Telecom Italia S.p.A.. The properties were contributed to the Fund for a total amount valued at Euro 41.5 million. This amount was calculated by applying a discount of approximately 23% to the block of assets contributed, estimated, asset by asset, at a market value of Euro 53.7 million as per the appraisal prepared by CBRE. With the contribution of the properties, the Fund assumed the financial indebtedness related to these same real estate assets, for a total amount of Euro 35.0 million. On the same date, following the express written approval of the Participant, 13 new units assigned to the OMS were acquired by the Participant for a consideration of Euro 6.5 million. 32. Contingencies The Company has identified certain environmental contingent liabilities related to potential soil contamination or toxic substances that could affect the San Lorenzo Portfolio properties. In particular, environmental due diligence carried out by Pirelli & C. Ambiente S.p.A. on a representative sample of the portfolio on behalf of the Fund, has revealed certain contingent environmental liabilities in connection with the activities that should be undertaken as a result of future investment strategies, such as conversion of properties to other uses. The contingency is covered by indemnities provided to the Fund by OMS in the Telecom Italia Framework Agreement signed between the parties on 23 December 2005. The indemnity covering environmental risks has been fixed at 13 per cent of the sum of the values of the contributed properties, thus amounting to some Euro 37 million. Guarantees given by OMS are expected to cover the estimated risk. 33. Commitments The Fund has contractual commitments for the purchase of two areas owned by Zaccheo Ambiente S.a.s. and Zaccheo Sandrino & C., by 31 December 2006, and for the purchase of four other portions of land belonging to the Area of Portogruaro. On 23 March 2006 the Fund signed a preliminary contract with the company Centro Edison 2001 S.p.A. for the future purchase of an asset comprised of land, a building, an underground parking area, a covered outdoor parking area (above the underground parking area) and annexed properties (the ‘‘Real Estate 110 Complex’’) located in Sesto San Giovanni, Viale Edison, for a price of Euro 24.6 million plus VAT; as part of the above mentioned preliminary contract a guarantee equal to Euro 4.0 million was issued. The Real Estate Complex to be built, as per the related deeds, will be used primarily as a ‘‘service facility’’. The contract is subject to several conditions precedent in the favour of the buyer related to the completion of certain land improvements according to DM 471/99 and the Ministry of Environment project of 16 December 2005, urban planning (i.e. destination of the building) and the successful confirmation of technical compliance of the building at the end of the construction. At the date the preliminary agreement for the Real Estate Complex was signed, two other future lease agreements had already been signed: 1) with the company Alstom Power Italia S.p.A., signed by the selling company on 23 January 2006 for a period of six years, renewable every six years for a six year period, for an annual lease amount of Euro 1.3 million plus VAT; and 2) with the company Gruppo Pasini S.p.A., signed by the selling company on 23 March 2006, for a period of six years, renewable every six years for a six year period, for an annual lease amount of Euro 516 thousand plus VAT. Referring to the Eastgate Park investment, on 11 May 2006 a preliminary purchase contract was signed with Blosson S.r.l. and Est di Maggi Maria & C. S.a.s. for two share of residential zoning contiguous with the Fund’s property and inserted in a city plan a total of 25,702 sqm for an aggregate amount of Euro 1.2 million plus fiscal expenses. At the same time, a deposit of Euro 200 thousand has been paid. 34. Related party transactions The following transactions were carried out with related parties: As at 30 June 2006 (i) Balances Borrowings from Parent Company . . . . . . . . . . . Trade payables to Fund manager . . . . . . . . . . . . Trade payables to Group Pirelli & C. RE S.p.A. . Trade payables to Group Pirelli & C. S.p.A. . . . . (ii) Purchases of services Financial expenses . . . . . . . Management fees . . . . . . . . Other costs —Project management fees . —Property fees . . . . . . . . . —Due diligence costs . . . . . —Other general expenses . . . . . . 47,125 1,248 701 105 .......................................... .......................................... 1,625 1,248 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 373 206 95 1 Borrowings from Parent Company as at 30 June 2006 are due to Spazio Industriale II B.V. Trade payables to the Initial Fund Manager as at 30 June 2006 related to management fees matured at the reporting date. Trade payables to Pirelli & C. RE Group as at 30 June 2006 related mainly to property, project and agency management services provided to the Pirelli & C. Group. Trade payables to Pirelli & C. Group as at 30 June 2006 were due to Pirelli Ambiente Bonifiche S.r.l. Financial expenses as for the period ended 30 June 2006 related to the borrowing from Spazio Industriale II B.V. The relationships between the Pirelli & C. Real Estate Group and the Telecom Group as at 30 June 2006 were significant. These relationships primarily related to lease contracts regulated by market conditions. For the period ended 30 June 2006 no compensation has been paid to the Director. 35. Events after the balance sheet date Admission to the AIM market The Company is planning to seek admission to the AIM market of the London Stock Exchange for dealings in the Company’s ordinary shares. 111 Conversion of the Fund from Speculative Fund to Ordinary Fund On 27 April 2006, the Initial Fund Manager’s Board of Directors’ meeting approved to propose to the Bank of Italy the conversion of the Fund from Speculative Fund to Ordinary Fund and the consequential change of the fund manager from the Initial Fund Manager to Pirelli & C. Real Estate Società di Gestione del Risparmio S.p.A. (the ‘‘Subsequent Fund Manager’’). On 22 August 2006 Bank of Italy approved the conversion of the Fund and the consequential change of the fund manager. The conversion is subject to the Company’s Admission to AIM. Change in the form of the Company By a resolution of 2 October 2006, the shareholders of the Company resolved to change the form of the Company into a public company with limited liability (naamloze vennootschap) under the name Spazio Investment N.V. To that effect, the articles of association were amended and restated entirely by a notarial deed dated 12 October 2006. De-merger of Spazio Industriale II B.V. By a resolution of 3 October 2006, the Shareholders of Spazio Industriale II B.V. (through certain subsidiaries), Cypress Grove and Pirelli RE (through certain subsidiaries), resolved to de-merge Spazio Industriale II B.V. into Pirelli RE Netherlands B.V., wholly-owned by Pirelli RE, and Moabar B.V., majority owned by Cypress Grove through its subsidiaries. The de-merger took place by a notarial deed on 3 October 2006 with effect from 4 October 2006. Refinancing of the bridge loans The Bridge loan Agreements existing as at 30 June 2006 will be replaced with new medium term facilities agreements. The Fund, acting through the Fund Manager, has entered into a senior loan agreement with Natexis Milan, Natexis Banques, Banco di Roma, M.C.C., Banco di Sicilia and Banca Intesa for the provision of the New Medium Term Facility, totalling Euro 784.2 million. Corporate manager agreement On 12 October October 2006 a corporate manager agreement (‘‘CMA’’) has been stipulated between the Company and Pirelli RE Netherlands BV, a shareholder of the Company. Pirelli RE Netherlands BV will provide to the Company the administrative, corporate, budgeting, legal, secretarial and investor relations from Admission until the date of termination of the CMA. The services will include also the preparation and reporting of financial statements. The Company shall pay in quarterly installments an annual management fee of 0.15% of the average of (a) the aggregate historic acquisition costs or transfer value of the assets owned by the Fund (including transaction costs, maintenance costs, financing costs and capitalised costs) at the end of such quarter and (b) the aggregate historic acquisition costs or transfer value of the assets owned by the Fund (including transaction costs, maintenance costs, financing costs and capitalised costs) at the end of the immediately preceding quarter. The aggregate fee on the annual basis will not be less than A350 thousand. Promote On 12 October 2006 the Articles of Association were modified to provide for an incentive payment (the ‘‘Promote’’) to be paid to the holders of Preferred Shares. Pirelli RE Netherlands B.V., as Corporate Manager, will hold all of the Preferred Shares of the Company. The Promote will be based on the achievement of a semi annually compounded internal rate of return on the Ordinary Shares (the ‘‘Incentive IRR’’) in excess of 12% (the amount of such excess being the ‘‘Excess Amount’’) for the period commencing on the closing date of the Offer and ending on 31 December 2008, and for successive three year periods thereafter. The number of Ordinary Shares issuable in payment of the Promote shall be that number of Ordinary Shares having a market value equal to the Euro equivalent of 20% of the Excess Amount for that Measurement Period. 112 PART VII PRO FORMA FINANCIAL INFORMATION The following unaudited Pro Forma Financial Information has been prepared to illustrate the effect on the Combined Balance Sheet of Spazio Investment N.V. (the ‘‘Company’’, formerly Spazio Industriale Investments I B.V.) as if the adjustments (the capitalisation of shareholders loans, the committed acquisitions, the refinancing arrangements and the proceeds of the offer) had occurred as at 30 June 2006 and on the Combined Income Statement of the Company as if the adjustments (the capitalisation of shareholders loans, the committed acquisitions, the refinancing arrangements and the proceeds of the offer) had occurred on 22 November 2005. The information, which is produced for illustrative purposes only, by its nature addresses a hypothetical situation and therefore does not represent the actual financial position of the Company and its subsidiary Spazio Industriale—Fondo Comune di Investimento Immobiliare Speculativo di Tipo Chiuso—(the ‘‘Fund’’), together the ‘‘Group’’. The financial information of the Group has been extracted from the Accountants’ report as set out in Part VI of the document. The adjustments are based on unaudited information prepared by management. The Combined Financial Statements of the Group as at 30 June 2006 have been prepared in connection with the proposed Admission and subsequent trading on AIM, a market regulated by the London Stock Exchange plc (‘‘AIM’’) in accordance with the requirements of the AIM Rules and on the basis of International Financial Reporting Standards as adopted by the European Union (‘‘IFRS’’) (including International Financial Reporting Interpretations Committee (‘‘IFRIC’’) interpretations), as modified by the application of certain accounting conventions commonly used for the preparation of historical financial information for inclusion in Investment Circulars as described in the Annexure to SIR 2000 ‘‘Investment Reporting Standards Applicable to Public Reporting Engagements on Historical Financial Information’’ issued by the UK Auditing Practices Board. As at 30 June 2006 the Group owns 100.00% of the units of the Fund, a real estate closed-end speculative investment fund which is accounted for under the line by line method. This unaudited Pro Forma Financial Information is based on estimates and assumptions deemed appropriate by the Group and is presented for illustrative purposes only. Such information should not be relied upon as an indication of the results that the Group would have achieved if the acquisitions had occurred on the above assumed dates, nor should it be used as an indication of the results that will be achieved during any period following the acquisition. 113 Unaudited Pro Forma Combined Balance Sheet of Spazio Investment N.V. as at 30 June 2006 Adjustments Combined Balance Sheet of Capitalisation Spazio Investment N.V. of shareholders’ Proceeds of Committed as at 30 June 2006(1) loans(2) the Offer(3) acquisitions(4) Refinancing(5) Unaudited Pro Forma Combined Balance Sheet as at 30 June 2006 (In Euro thousand) ASSETS Non-current assets Investment property . Current assets Inventories . . . . . . . Trade receivables . . . Other receivables . . . VAT receivables . . . . Financial instruments Restricted cash . . . . Cash and cash equivalents . . . . . . . 428,740 — — 190,580 . . . . . . 29,500 397 816 12,864 1,281 6,254 — — — — — — — — — — — — 14,640 — — 41,044 — — — — — — (1,281) — 44,140 397 816 53,908 — 6,254 . 2,018 — 242,540 (125,607) (30,078) 88,873 Total assets . . . . . . . . 481,870 — 242,540 120,657 (31,359) 813,708 23,874 47,125 242,540 — — 313,539 94,492 — — — — 94,492 118,366 47,125 242,540 — — 408,031 312,188 — — 120,657 EQUITY Sharholders’ equity Share capital and reserves . . . . . . . . . Retained earnings and net income . . . . . . . Total shareholders’ equity . . . . . . . . . . LIABILITIES Current liabilities Bank borrowings and payables to other financial institutions Borrowings from Parent Company . . . Trade payables . . . . . . Other payables . . . . . Tax payables . . . . . . . — (31,359) 401,486 47,125 3,960 158 73 (47,125) — — — — — — — — — — — Total liabilities . . . . . 363,504 (47,125) — 120,657 (31,359) 405,677 Total equity and liabilities . . . . . . . . 481,870 242,540 120,657 (31,359) 813,708 — — — — — 619,320 — 3,960 158 73 The accompanying notes on page 115 to page 116 are an integral part of the above unaudited Pro Forma Combined Balance Sheet 114 Notes to the unaudited Pro Forma Combined Balance Sheet (1) The Combined Balance Sheet of the Group as at 30 June 2006 has been extracted without material adjustment from the historical financial information of the Group included in part VI of the Document. (2) Reflects the capitalisation of the shareholders’ loans to the Company comprising interest of Euro 1.6 million. The capitalisation has been approved by unanimous management board resolution of Spazio Industriale II B.V. on 2 October 2006. (3) Proceeds of the Offer to the Company are expected to be Euro 242.5 million, after deducting issue costs for Euro 13.5 million. (4) The unaudited committed acquisitions represent the portfolios owned as at 30 June 2006 by Spazio Industriale 1 Srl, Spazio Industriale 2 Srl and Spazio Industriale 3 Srl, which are Italian incorporated companies fully owned by Spazio Industriale B.V., a Dutch holding company with 75% of the share capital owned by SREI (managed by affiliates of Grove International Partners LLP) and 25% of the share capital owned by Pirelli & C. Real Estate. The portfolio is comprised of assets leased to the Prada Group and Enel SpA and of Edificio 16, a development project that will be acquired by the Fund at the Admission, subject to the completion of the Offer at a purchase price of Euro 205.2 million, representing the fair value of the portfolio. The committed acquisitions are subject to the Admission and the Proceeds of the Offer (see Part I on risks relating to investing in real estate, Part IV which includes the details of the Portfolio and paragraph 6.6 of Part VIII of this document for a summary of the terms of the Acquisition Agreement). The data below sets forth the sources and uses of funds in connection with the acquisition of the Additional Portfolio. Sources Uses (In Euro thousand) (In Euro thousand) Bank borrowings . . . . . . . . . . . . . . . Proceeds of the Offer . . . . . . . . . . . . 123,751 125,607 Investment property . . . Inventories (Edificio 16) VAT receivables . . . . . . Up-Front fee and duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190,580 14,640 41,044 3,094 Total Sources . . . . . . . . . . . . . . . . . . 249,358 Total Uses . . . . . . . . . . . . . . . . . . . . 249,358 The adjustment in the Pro Forma Bank borrowings, Euro 120.7 million, reflects the bank borrowings adjustment of Euro 123.8 million after deducting the Up Front fees and duties of Euro 3.1 million. (5) Reflects the repayment of an existing bank loan of Euro 31.4 million. The amount is the net result of the assumed repayment of Euro 51.1 million required by the Bank of Italy’s rules in order to be in compliance with the expected financial leverage of the Italian closed end real estate fund and the additional debt for a Euro 19.7 million drawdown as cash collateral for a bank guarantee to be issued in relation to a development project and to a vendor for the acquisition of future property. The Bridge loan Agreements existing as at 30 June 2006 will be replaced with new medium term facilities agreements. The Fund, acting through the Fund Manager, has entered into a senior loan agreement, with Natexis Milan, Natexis Banques, Banco di Roma, M.C.C., Banco de Sicilia and Banca Intesa (the ‘‘Financing Banks’’) for the provision of the New Medium Term Facility, totalling Euro 784.2 million. The New Medium Term Facility is comprised of a term loan in an aggregate amount of Euro 665.7 million and a Euro 118.5 million revolving facility. The New Medium Term Facility has an initial term of seven years from the closing date (expected to be on 18 October 2006) plus an extension option exercisable by the Fund for a further three years subject to customary conditions precedent. Any advances to the Fund under the revolving facility will be made available subject to customary conditions and will have a 12 month maturity. The Fund Manager expects to seek to refinance advances under the revolving facility upon maturity by medium term facilities through the same lenders or by other banks; however, no commitment for such refinancing has been obtained. The purpose of such advances is to provide the Fund with short term financing for its future acquisitions. The New Medium Term Facilities are fully described in Part II, paragraph 8 of this document. 115 The financial instruments held by the Group through the Fund are two collars which have been entered into in order to hedge the interest rate risk on the bank loan related the acquisition of the Telecom Portfolios. Considering that the above-mentioned derivatives will be replaced by a new hedging contract to be entered into on or about the Admission Date in order to hedge the interest rate risk originated by the loans exposure, the fair value of the derivatives in the historical financial statements of the Fund have been derecognised, for a total amount of approximately Euro 1.3 million. With respect to the assumptions relating to the new derivative contracts that will be entered into on or about the Admission Date, the execution of which has been requested by the Financing Banks, as of today the type of hedging instruments to be used have not yet been decided, due to the fact that the Fund Manager will decide which instruments are more convenient and appropriate on the basis of the market conditions prevailing at the Admission Date; accordingly the hedging strategy’s effect on the loan exposure has not been reflected in the unaudited Pro Forma Combined Balance Sheet. 116 Unaudited Pro Forma Combined Income Statement of Spazio Investment N.V. for the period ended 30 June 2006 Adjustments Combined Income Statement of Spazio Investment N.V. for the period ended 30 June 2006(1) Rental Income . . . Fair value gains(5) . Management fees(6) Other costs(7) . . . . . . . . . . . . . . . . . . . . . . . . Operating income . . . . . . 10,380 93,774 (1,198) (1,503) 101,453 Financial Income . . . . . . . Financial Expense(8) . . . . . Change in fair value of financial assets(9) . . . . . . 117 (7,276) Pro forma of historical data for the period Capitalisation of ended shareholders’ loans(2) 30 June 2006(3) (In Euro thousand) Committed acquisitions for the period ended 30 June 2006(4) — — — — 6,765 — (427) (611) 7,597 — (912) (568) — 5,727 6,117 — 1,625 — (903) 841 — (841) Profit before taxes . . . . . . 95,135 1,625 Income tax expense . . . . . — Net income for the period . 95,135 — (2,791) Unaudited Pro Forma Combined Income Statement for the period ended 30 June 2006 24,742 93,774(A) (2,537) (2,682) 113,297 117 (9,345) — — 3,983 3,326 104,069 — — — — 1,625 3,983 3,326 104,069 (A) The unaudited Pro Forma Combined Income Statement includes a fair value gain of Euro 93.8 million in respect of revaluation of the existing property portfolio. The extent of any unrealized gains or losses on the property portfolio of the Group in the future is dependent on, among other factors, the level of investment that the Group has made cumulatively in its property portfolio and the opportunities and conditions prevailing in the property market in Italy at the time. The Directors believe that the opportunities for property investment at attractive prices were particularly favourable during the period covered by the Pro Forma Income Statement, the time during which the Fund invested the majority of its capital raised. The Directors are therefore presently of the view that a gain of this magnitude on the property portfolio is not likely to reoccur in any future individual accounting period. The accompanying notes on page 118 to page 119 are an integral part of the above unaudited Pro Forma Combined Income Statement 117 Notes to the unaudited Pro Forma Combined Income Statement (1) The Combined Income Statement of the Group for the period from 22 November 2005, the date of incorporation, to 30 June 2006, has been extracted without material adjustment from the historical financial information of the Group included in part VI of the Document. (2) Reflects the capitalization of the interest of the shareholders’ loans to the Company. The capitalisation has been approved by unanimous management board resolution of Spazio Industriale II B.V. on 2 October 2006. (3) The adjustments shown in column 3 relate to pro forma adjustments that are performed in order to provide the economic impacts as a result of the real estate’s portfolio acquisitions effected during the period from 22 November 2005 to 30 June 2006 as if the same acquisitions had occurred as at 22 November 2005. In particular the portfolio acquisitions refer to the three tranches of Telecom, Portogruaro, Pavia, Tivoli and Pasini portfolios. (4) The unaudited committed acquisitions reflects the purchase cost of the acquisitions that will take place after 30 June 2006 (the ‘‘Committed Acquisitions’’), as if they had occurred as at 22 November 2005. In particular, the Committed Acquisitions refer to the Prada, Enel and Edificio 16 portfolios that will occur subject to the Offering. ‘‘Other costs’’, amounting to Euro 0.6 million represent all building-related costs that would have been reasonably borne since 22 November 2005 if the portfolios had been acquired by the Fund as at that date. These costs mainly relate to property tax (ICI), and property management fees, in connection with the Edificio 16 development project. (5) Fair value gains reflect the differences between the fair value of ‘‘Investment Property’’ and their related acquisition costs: this unrealized gain is to be considered a non-recurring item and, as such, not necessarily repeatable to the same extent, or even not repeatable at all, in the foreseeable future. (6) The management fee structure applied in determining pro forma the costs that would have been borne by the Fund had all the transactions been effected as at 22 November 2005, is the one that is currently in place. Bank of Italy authorized on 22 August 2006 the change of the Fund from a speculative into an ordinary fund. Accordingly the transfer of the Fund asset management activity from the Initial Fund Manager to Pirelli & C. Real Estate Società di Gestione del Risparmio S.p.A. (the ‘‘Subsequent Fund Manager’’), as approved by the Fund Unitholders’ and the Fund Manager respective Meetings, will change the management fees structure. Should the revised Asset Management Base Fee structure be applied, the total management fee amount would be Euro 2.4 million with an increase of Euro 114 thousand on the net result for the period. (7) Other costs essentially relate to the services fees concerning property and agency services; these have been assumed to have been sustained by all the portfolios—Initial Portfolio, Additional Portfolio and Committed Acquisitions—since 22 November 2005 applying the fee structure currently in place which is not subject to changes after the listing. (8) Financial expenses have been computed as if all the bank loans shown in the far right column of the unaudited Pro Forma Combined Balance Sheet (i.e. Refinancing) had been drawn as at 22 November 2005—consistently with the assumption that all the portfolio acquisitions have been effected on 22 November 2005—, with the application of the historical Euribor curve, and the proceeds of the Offer to the Company being available since 22 November 2005 in order to finance the purchase of the portfolio acquisitions. In particular: • during the period ended 30 June 2006 the portfolio acquisitions have been financed with a leverage of about 85% of the portfolio fair value, while the pro forma adjustment assumes that the leverage is 60% of the portfolio fair value, thus respecting the Bank of Italy regulation regarding the ordinary funds, and the residual is financed with the proceeds of the Offer to the Company; • during the period ended 30 June 2006 the Group incurred interest expenses of about Euro 1.6 million related to the parent company loan; the pro forma assumes that the parent company loan has been capitalized since 22 November 2005, thus not generating interest expenses. 118 For additional details see the table below: Pro Forma Financial expenses Agency fee (in Euro thousand) San Lorenzo . . . . . . . . Portogruaro . . . . . . . . Pavia . . . . . . . . . . . . . Pasini . . . . . . . . . . . . . Tivoli . . . . . . . . . . . . . Parent company loans . Commited acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Undrawn Commission Interest expenses As for the period ended 30 June 2006 . . . . . . . 156 48 7 15 4 — 13 164 — 2 31 1 — 86 5,290 — 324 336 176 — 2,692 5,610 48 333 382 181 — 2,791 Total Pro Forma Financial expenses . . . . . . . . . 243 284 8,818 9,345 (9) The financial derivatives held by the Fund are two collars which have been entered into in order to hedge the interest rate risk on the bank loan related to the acquisition of the Telecom Portfolios. Considering that the above-mentioned derivatives will be replaced by a new hedging contract to be entered into on or about the Admission Date in order to hedge the interest rate risk originated by the loans exposure, the change in fair value of the derivatives in the historical financials of the Fund have been derecognised, for a total amount of approximately Euro 841 thousand. With respect to the assumptions relating to the new derivative contract that will be entered into on or about the Admission Date, the execution of which has been requested by the Financing Banks, as of the date of this Admission Document, the type of hedging instruments to be used have not yet been decided, due to the fact that the Fund Manager will decide which instruments are more convenient and appropriate on the basis of the market conditions prevailing at the Admission Date; accordingly the hedging strategy effect on the loans exposure has not been reflected in the unaudited Pro Forma Combined Income Statement. 119 PART VIII ADDITIONAL INFORMATION 1. RESPONSIBILITY AND REPORTS BY EXPERTS 1.1 The Company, whose registered office is set out on page 12, and the Directors, whose names appear on page 12, accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors (each of whom has taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and contains no omission likely to affect the import of such information. 1.2 PricewaterhouseCoopers S.p.A. has given and not withdrawn its written consent to the inclusion of the Accountants’ Report on the financial information set out in Part VI of this document in the form and context in which it is included. The financial information contained in Part VI of this document does not constitute statutory financial statements within the meaning of Section 240 of the English Companies Act. A written consent under the AIM Rules is different from a consent filed with the SEC under Section 7 of the Securities Act, which is applicable only to transactions involving securities registered under the Securities Act. As the offered securities have not been and will not be registered under the Securities Act, PricewaterhouseCoopers has not filed a consent under Section 7 of the Securities Act. 1.3 CB Richard Ellis has given and not withdrawn its written consent to the inclusion of the CBRE Valuation Report in Part X of this document in the form and context in which it is included. 2. THE COMPANY 2.1 Incorporation 2.1.1 The Company was incorporated in The Netherlands on 22 November 2005 as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) with the legal and trade name Spazio Industriale Investments I B.V. The Company was registered in the Chamber of Commerce in Amsterdam on 25 November 2005 with registration number 34237136. 2.1.2 By a resolution of 2 October 2006, Spazio Industriale II B.V., the shareholder of the Company at the date of the resolution, resolved to change the form of the Company into a public company with limited liability (naamloze vennootschap) under the name Spazio Investment N.V. To that effect, the articles of association were amended and restated entirely by a notarial deed dated 12 October 2006. 2.1.3 The principal legislation under which the Company was formed and now operates is book 2 of the Dutch Civil Code. The Company is domiciled in Amsterdam, The Netherlands. The Company has not appointed a firm of auditors and expects to do so after Admission. 2.1.4 The address of the registered office of the Company is Herengracht 208, 1016 BS Amsterdam, The Netherlands but will change to Naritaweg 165, Telestone 8, 1043 BW Amsterdam upon Admission. The ISIN for the Ordinary Shares is NL0000686319. 2.2 The Company and Principal Activities 2.2.1 The Company’s principal activity is that of a holding company to manage and supervise businesses, companies, funds and other entities of any nature whatsoever. 2.2.2 The Company has no subsidiaries other than that it holds 100% of the Units in the Fund. 120 3. SHARE CAPITAL 3.1 The following table shows the authorised and issued share capital of the Company as at 12 October 2006 (being the most recent practicable date before publication of this document) and as it will be immediately following Admission and the Offer: AS AT 12 OCTOBER 2006 Authorised (Shares Of E0.20 Each) Nominal Value Number —Ordinary Shares . . . . . . . . . . —Preferred Shares . . . . . . . . . . A10,000,000 A20 50,000,000 100 Issued (Shares Of E0.20 Each) Nominal Value Number A2,000,000 A20 10,000,000 100 IMMEDIATELY AFTER ADMISSION Authorised (Shares Of E0.20 Each) Nominal Value Number —Ordinary Shares . . . . . . . . . . —Preferred Shares . . . . . . . . . . A10,000,000 A20 50,000,000 100 Issued (Shares Of E0.20 Each) Nominal Value Number A6,096,000 A20 30,480,000 100 3.2 The following table shows the authorised and issued share capital of the Company as at the beginning of its current financial period (being the date of its incorporation) and as at the end of the period covered by the financial information contained in Part VI of this document (the Company not having reached a financial year end prior to the date of this document): AS AT 22 NOVEMBER 2005 Authorised (Ordinary Shares Of E1 Each) Nominal Value Number A90,000 Issued (Ordinary Shares Of E1 Each) Nominal Value Number A18,000 90,000 18,000 None of the issued share capital of the Company has been paid for with assets other than cash within the period beginning on 22 November 2005 (being the date of incorporation of the Company) and ending on 12 October 2006 (being the most recent practicable date before publication of this document) with the exception of the issue at the expense of the share premium reserve of the Company as set out below in 3.3. 3.3 The following changes in the authorised and issued share capital of the Company between its incorporation on 22 November 2005 and 12 October 2006 (being the most recent practicable date before the publication of this document): 3.3.1 on incorporation, 18,000 Ordinary Shares were issued at a price of A1.00 each; 3.3.2 As of 12 October 2006, the Company converted its outstanding and issued shares into 90,000 issued and outstanding shares, with a nominal value of A0.20. In addition, 9,910,000 Ordinary Shares were issued to the Shareholders of the Company using the share premium reserve resulting from the conversion of Shareholders’ loans into equity, and 100 Preferred Shares of the Company were issued to Pirelli RE Netherlands B.V. for a cash payment of A20. With effect from Admission, Ordinary Shares will be delivered, held and settled in CREST. Pursuant to a method approved by CRESTCo under which transactions in foreign securities may be settled through CREST, the Depository will issue dematerialised Depository Interests representing entitlements to Ordinary Shares. The Depository Interests will be independent securities constituted under English law which may be held and transferred through CREST. 3.4 Written resolution of Spazio Industriale II B.V. (being sole the shareholder of the Company) was duly passed on 2 October 2006 resolving, inter alia: 3.4.1 the conversion of the Company from a B.V. company into a N.V. company, and amendment of the Articles of Association of the Company, (including inter alia an increase and conversion of the authorised capital from 90,000 shares with a nominal value of A1.00 to 50,000,100 shares 121 with a nominal value of A0.20, divided into 50,000,000 Ordinary Shares and 100 Preferred Shares); 3.4.2 the issue, subject to the Articles of Association of the Company referred to above under 3.4.1 being amended, which amendment includes an increase of the authorised share capital of the Company, of (i) 3,468,500 Ordinary Shares and 100 Preferred Shares in the capital of the Company to Pirelli RE Netherlands B.V. and (ii) 6,441,500 Ordinary Shares in the capital of the Company to Moabar B.V., all with a nominal value of A0.20 at an issue price of A0.20 per share; 3.4.3 that the authorised share capital of the Company be increased from A90,000 to A10,000,000 by the creation of 50,000,000 Ordinary Shares of A0.20 each and 100 Preferred Shares of A0.20 each. 3.5 On 25 September 2006, the shareholders meeting of the Company resolved: 3.5.1 To appoint John Duggan, Roy Dantzic, Olivier de Poulpiquet, Richard Mully and Gualtiero Tamburini, as Directors of the Company and to accept the resignation of Daniel H. Felsenthal as Director and to grant him discharge for his management up to the moment of his resignation. 3.6 Except for the shares to be issued upon Admission and the Ordinary Shares that are the subject of the Over Allotment Option or the Subscription Rights (see paragraph 6.8 below), no capital of the Company is proposed to be issued or is under option or is agreed to be put under option. 3.7 Other than the Preferred Shares to be issued to Pirelli RE Netherlands B.V. under the terms of the incentive arrangement described in paragraph 16 of Part II, there are no convertible or exchangeable securities in issue in the Company. Other than the Preferred Shares to be issued to Pirelli RE Netherlands B.V. there are no preferred shares in issue at the date of this document. Details of the rights attaching to the Preferred Shares are contained in the summary of the Articles of Association of the Company in paragraph 4 of Part VIII of this document. 4. ARTICLES OF ASSOCIATION 4.1 The Company’s bylaws are contained in its articles of association (the ‘‘Articles’’). There is no separate memorandum of association or equivalent under Dutch law. The Articles, which were amended on 12 October 2006 pursuant to resolution of the Company’s shareholder dated 2 October 2006, contain, inter alia, provisions to the following effect: 4.1.1 Pursuant to article 3 of the Articles, the objects of the Company are: (a) to incorporate, to participate in any way whatsoever in, to manage, to supervise businesses, companies, funds and other entities of any nature whatsoever; (b) to finance businesses, companies, funds and other entities of any nature whatsoever; (c) to borrow, to lend and to raise funds, including the issue of bonds, promissory notes or other securities or evidence of indebtedness as well as to enter into agreements in connection with the aforementioned activities; (d) to render advice and services to businesses, companies, funds and other entities of any nature whatsoever with which the Company forms a group and to third parties; (e) to grant guarantees, to bind the Company and to pledge its assets for obligations of businesses, companies, funds and other entities of any nature whatsoever with which it forms a group and on behalf of third parties; (f) to acquire, alienate, manage and exploit registered property and items of property in general; (g) to trade in currencies, securities and items of property in general; (h) to develop and trade in patents, trade marks, licenses, know-how and other industrial property rights; (i) to perform any and all activities of an industrial, financial or commercial nature; and 122 (j) to do all that is connected therewith or may be conducive thereto, all to be interpreted in the broadest sense. 4.2 Board of Directors 4.2.1 The Company’s management board (het bestuur, the ‘‘Management Board’’) is responsible for the management of the Company. Pursuant to the Articles, the Management Board consists of at least 3 and a maximum of 7 Management Board members, which can be both individuals and legal entities. 4.2.2 The Shareholders’ Body is entitled to appoint the members of the Management Board, provided that for as long as a holder of Preferred Shares is also a holder of at least 10% of the aggregate issued and outstanding Ordinary Shares (the ‘‘Nominating Party’’), such Nominating Party shall have the right to nominate one Management Board member. If the Nominating Party has not made a nomination within three months after the vacancy has occurred, the Shareholders’ Body shall be free to make the appointment. The Shareholders’ Body can deprive a nomination of its binding character at any time by a resolution adopted with a majority of at least two-thirds of the votes cast, representing more than half of the issued share capital. A member of the Management Board shall retire not later than the day on which the first meeting of shareholders and other persons entitled to attend meetings of Shareholders (the ‘‘General Meeting of Shareholders’’) is held after three years have elapsed since his appointment. The body of the Company consisting of holders of Shares entitled to vote together with pledgees and usufructuaries to whom voting rights attributable to Shares accrue (the ‘‘Shareholders’ Body’’) may only suspend or dismiss a Management Board member who is appointed from a list of nominees pursuant to the provisions of Article 19.2 of the Articles, other than at the proposal of the Nominating Party, by a resolution adopted with a majority of at least two thirds of the votes cast, representing more than half of the issued share capital. The Management Board determines the remuneration of the Management Board, in accordance with the remuneration policy adopted by the Shareholders’ Body, provided that arrangements in the form of shares or rights to subscribe for shares are subject to the approval of the Shareholders’ Body. 4.2.3 The Management Board may adopt resolutions by majority of the votes cast. The Management Board and each Management Board Member acting individually shall be authorised to represent the Company. Certain Management Board resolutions as specified in the Terms of Reference for the Management Board of the Company shall require a majority of 80% of the votes cast at a meeting of the Management Board in which all Management Board members are present or represented. Resolutions with respect to a material change of the identity of the Company or its enterprise and consolidated borrowings in excess of 90% of the value of the aggregate consolidated assets of the Company and its subsidiaries (including the Fund) require the prior approval of the Shareholders’ Body. Further, the Shareholder’s Body may require resolutions of the Management Board to be subject to its approval, provided that such resolutions are clearly specified and notified to the Management Board in writing. The absence of approval by the Shareholders’ Body for a resolution as referred to above shall not affect the authority of the Management Board or its members to represent the Company. 4.3 Rights, preferences and restrictions attaching to the Company’s shares Each Ordinary Share confers the right to cast one vote at the General Meeting of Shareholders. There are no restrictions, either under Dutch law or in the Articles, on the right of non-residents of The Netherlands or foreign owners to hold or vote the Ordinary Shares, other than those also imposed on Italian residents and the ERISA Restrictions summarised in paragraphs 4.16 and 4.17 below. Subject to certain exceptions provided by Dutch law or the articles of association, resolutions are passed by an absolute majority of the votes cast, unless Dutch law or the Articles prescribe a greater majority. Each Preferred Share confers the right to cast one vote at the general meeting of shareholders. There are no restrictions under Dutch law on the right of non-residents of The Netherlands or foreign owners to hold or vote the Preferred Shares, other than those also imposed on Italian residents and the ERISA Restrictions summarised in paragraphs 4.16 and 4.18 below. Subject to certain exceptions provided by Dutch law or the Articles, resolutions are passed by an absolute majority of the votes cast, unless Dutch law or the Articles prescribe a greater majority. 123 If Preferred Shares are no longer held by a Group Company of Pirelli, such Preferred Shares shall without any further action being required, convert from Preferred Shares into Ordinary Shares on a share for share basis. 4.4 Variation of rights The Articles do not impose further constraints or restrictions on shareholders other than provided by Dutch law except for the selling restrictions summarised in paragraphs 4.16 and 4.17 below and the Articles do not contain provisions regarding actions that may be necessary to change the rights of shareholders. 4.5 Issue of shares, rights of pre-emption 4.5.1 For a period of five years from the date of the execution of the deed of conversion and amendment to the Articles of the Company, Ordinary Shares may be issued pursuant to a resolution of the Management Board. This authority of the Management Board shall relate to all unissued shares comprised in the authorised capital, as amended in that period of five years, which have not yet been issued. The above- mentioned period may be extended by the Articles or by a resolution of the Shareholders’ Body for a period not exceeding five years in each case. As from termination of the authority of the Management Board, the issuance of Shares shall require a resolution of the Shareholders’ Body, unless another company body has been designated by the Shareholders’ Body. 4.5.2 Each holder of Ordinary Shares shall have a pre-emptive right on any issue of Ordinary Shares pro rata to the aggregate amount of his Ordinary Shares. Holders of Ordinary Shares shall, however, have no pre-emptive right on: (i) Ordinary Shares issued for a non-cash contribution; (ii) Ordinary Shares issued to the holders of Preferred Shares at the expense of the Preferred Reserve (as described in paragraph 4.12.1 below) in accordance with Article 31.7; (iii) Ordinary Shares issued to employees of the Company or of a group company; or (iv) Preferred Shares issued. Each holder of Preferred Shares shall have a pre-emptive right on any issue of Preferred Shares pro rata to the aggregate amount of his Preferred Shares. Holders of Preferred Shares shall, however, have no pre-emptive right on Ordinary Shares issued, with the exception of Ordinary Shares issued to the holders of Preferred Shares at the expense of the Preferred Reserve, in which case each holder of Preferred Shares shall have a pre-emptive right pro rata to the aggregate amount of his Preferred Shares. The pre-emptive right may be restricted or excluded by a resolution of the Shareholders’ Body, unless another company body has been designated by the Shareholders’ Body as the competent company body to restrict or exclude a pre-emptive right. Another company body can only be designated as such by the Shareholders’ Body if and when it is also designated as the competent company body to issue shares. Each resolution of the Shareholders’ Body to designate such another company body as the competent company body to restrict or exclude a pre-emptive right can only be adopted at the proposal of the Management Board. The authority vested in another company body shall terminate upon termination of the authority of such company body to issue shares. Furthermore, Section 2:96a of the Dutch Civil Code shall apply to the conditions of issue and to the pre-emptive right. 4.5.3 A Resolution of the Shareholders’ Body to issue Shares or designate another company body as the competent company body to issue Shares shall only be valid if and when approval is obtained from the meeting of shareholders of the class whose rights are affected by the issue. 4.6 Form and transfer of Shares 4.6.1 The shares of the Company are in registered form. They are only available in the form of an entry in the shareholders’ register of the Company without the issuance of a share certificate. 4.6.2 Subject to Dutch law and the Articles, the Company must keep a shareholders’ register. The shareholders register must be regularly kept up-to-date. It may, fully or partially, consist of multiple copies and must be kept at the offices of the Company. Parts of the shareholders’ 124 register may be kept outside The Netherlands, provided that it is necessary to do so to comply with local law or applicable provisions of AIM. The register records the names, addresses and all other information of all shareholders of which the law demands recording and such other information as is desirable in the view of the Management Board. The requirement applies similarly to holders of a right of pledge on shares and holders of a right of usufruct on shares. Shareholders, holders of a right of pledge on shares and holders of a right of usufruct on shares will at their request be provided free of charge with an extract of the recording in the register with respect to shares entered in their name. 4.6.3 The Management Board shall make the register of Shareholders available at the Company’s office for inspection by the holders of shares and the persons to whom the rights accrue conferred by law upon holders of depository receipts with the cooperation of the Company. The Management Board may allow inspection of the register and provide information regarding the direct and indirect shareholdings of a shareholder provided to the Company by such shareholder, to supervisory authorities, in order to comply with the statutory and/or regulatory requirements or the requirements set by the applicable securities law. The preceding sentence is only applicable if and insofar as such requirements are applicable to the Company and its shareholders pursuant to a listing of shares on a stock exchange or pursuant to the registration of an offer of such shares under the applicable securities law. 4.6.4 Subject to Dutch law and the Articles, registered shares are transferred by a notarial deed unless Section 2.86c of the Dutch Civil Code applies thereto. To ensure the effectiveness of the transfer vis-à-vis the Company, the deed of transfer must be served to the Company, or the transfer must be acknowledged by the Company, all in accordance with the provisions of Dutch law and the Articles. 4.7 General meetings 4.7.1 General meetings of shareholders shall be held at Amsterdam, Haarlemmermeer (Schiphol Airport) or Rotterdam. The annual General Meeting of shareholders shall be held each year, within six months of the end of the financial year. The agenda for the annual general meeting must contain, among other items placed on the agenda in accordance with Dutch law and the Articles, the discussion of the annual report, the discussion and adoption of the annual accounts and the allocation of profits, the discharge of the Management Board members from liability for the fulfilment of their duties during the relevant financial year, appointments for any vacancies and any other proposals presented for discussion by the Management Board and announced with due observance of the Articles. 4.7.2 Other general meetings of shareholders shall be held as often as the Management Board deems such to be necessary. 4.7.3 Each holder of shares entitled to vote and each holder of rights conferred by Dutch law upon holders of depository receipts issued with the Company’s cooperation for Ordinary Shares in its capital shall be entitled to attend the general meeting of shareholders, to address such meeting and to exercise his voting rights. The Management Board must be notified in writing of the intention to attend the meeting. Such notice must be received by the Management Board not later than on the date specified in the notice of the meeting. 4.7.4 The right to participate in the meeting in accordance with the previous subparagraph may be exercised by a proxy authorised in writing, provided that the power of attorney has been received by the Management Board not later than on the date specified in the notice of the meeting. 4.7.5 The date specified in the notice of the meeting, referred to in the two previous subparagraphs, may not fall before the seventh day prior to the date of the meeting. 4.7.6 If the voting rights attributable to a share accrue to the usufructuary or the holder of a right of pledge on shares, instead of to the holder of shares, the holder of shares shall likewise be authorised to attend the general meeting of shareholders and to address such meeting, provided that the Management Board has been notified of the intention to attend the meeting in accordance with the Articles. 4.7.7 Furthermore, each holder of rights conferred by Dutch law upon holders of depository receipts issued with the Company’s corporation for Ordinary Shares in its capital shall be entitled to 125 attend the general meeting of shareholders and to address such meeting, provided that the Management Board has been notified of the intention to attend the meeting in accordance with the Articles. 4.7.8 The Shareholders’ Body may authorise the Management Board for a maximum period of five years to determine a registration date as referred to in Section 2:119 of the Dutch Civil Code. 4.7.9 Holders of shares may only attend the general meeting of shareholders, and (to the extent that they are entitled to vote) participate in the voting, in respect of shares that are registered in their names both on the day referred in subparagraph 4.7.3 and on the day of the meeting, or if a registration date has been determined in accordance with subparagraph 4.7.8, on the registration date. 4.7.10 The Management Board members shall, as such, have the right to render advice in the general meeting of shareholders. 4.8 Adoption of Resolutions by the Body of Ordinary Shareholders or the Body of Preferred Shareholders 4.8.1 Resolutions of the body of Ordinary Shareholders or the body of Preferred Shareholders may be adopted in a meeting of holders of shares of the relevant class. 4.8.2 Meetings of holders of shares of a certain class are held as often as the Management Board deems such necessary. Holders of shares of a certain class may request the Management Board to convene a meeting of holders of shares of such class. This right does not accrue to other shareholders. 4.9 Provisions that would have the effect of delaying, deferring or preventing a change in control of the Company The Articles do not contain provisions that would have the effect of delaying, deferring or preventing a change in control of the Company. 4.10 Repurchase by the Company of its own shares 4.10.1 The Company may acquire fully paid up shares in its own capital or depository interests relating thereto, but may only do so for no consideration or if: a. the distributable equity is at least equal to the purchase price, and b. the nominal value of the shares in its capital or depository receipts which the Company acquires or holds, or that are held by a subsidiary, does not exceed one tenth of the issued capital. 4.10.2 Qualifying for the above-mentioned acquisition shall be the amount of the distributable equity according to the most recently adopted balance sheet, less the purchase price of shares in the capital of the Company or depository receipts therefor and distributions to others from profits or reserves it and its subsidiaries are due after the balance sheet date. If more than six months have elapsed since the end of a financial year without the annual accounts having been adopted, an acquisition in accordance with the aforementioned subsection shall not be permitted. 4.10.3 An acquisition for a consideration can only be effected if the Shareholders’ Body has authorised the Management Board in respect thereof. This authorisation shall remain valid for a maximum of eighteen months. In the authorisation, the Shareholders’ Body must specify the number of shares or depository receipts therefor which may be acquired, the manner in which they may be acquired and the limits within which the price must be set. 4.10.4 No authorisation as referred to in the aforementioned subsection shall be required for the acquisition of shares or depository receipts therefor for the purpose of transferring the same to employees of the Company or of a group company under a scheme applicable to such employees, provided that such shares or depository receipts therefor are listed on a stock exchange. 126 4.11 Financial Statements and Accountant 4.11.1 The Company’s financial year is the calendar year. Not later than five months after the end of each financial year (unless extended by resolution of the Shareholders’ Body), the Management Board shall prepare annual accounts, and shall deposit the same for inspection at the Company’s office. The annual accounts shall consist of a balance sheet, a profit and loss account and explanatory notes. The annual accounts shall be signed by the Management Board members; if one or more of their signatures is lacking, this shall be stated, giving the reasons therefor. 4.11.2 The Company shall instruct an accountant to audit the annual accounts. The Shareholders’ Body shall be authorised to furnish such instruction. If the Shareholders’ Body fails to proceed thereto, the Management Board shall be competent thereto. 4.11.3 The accountant shall render an account of his audit to the Management Board. The accountant shall reflect the results of his audit in a statement attesting to the accuracy of the annual accounts. 4.11.4 The annual accounts as prepared, the annual report and the information to be added pursuant to Section 2:392 subsection 1 of the Dutch Civil Code must be available at the Company’s office as of the date of notice convening the annual General Meeting of Shareholders. Shareholders and persons to whom the rights accrue conferred by law upon holders of depository receipts with the cooperation of the Company may inspect the documents at that place and obtain a copy thereof free of charge. 4.12 Profit and Loss 4.12.1 In this paragraph, the following terms shall have the following meanings: • the ‘‘Preferred Reserve’’ means the dividend reserve in respect of the Preferred Shares for the exclusive benefit of the holders of Preferred Shares; • a ‘‘Test Period’’ means the period from the date of the Admission up to and including 31 December 2008 and each subsequent three year period; • a ‘‘Trigger Date’’ means the last day of a Test Period; • the ‘‘First Test Period’’ means the period from the date of Admission up to and including 31 December 2008; • the ‘‘Average Previous Share Price’’ or ‘‘APSP’’ means, (i) in respect of the First Test Period, the price of the initial offer of the Ordinary Shares on AIM and (ii) in respect of any subsequent Test Period, the weighted average trading price of the Ordinary Shares on AIM over the three month period ending on the Trigger Date of the immediately preceding Test Period; • the ‘‘Average Actual Share Price’’ or ‘‘AASP’’ means, in respect of each Test Period, the weighted average trading price of the Ordinary Shares on AIM over the three month period ending on the Trigger Date of such Test Period; • the ‘‘Promote Amount’’ means, in respect of each Test Period, an amount in cash calculated on the Trigger Date of such Test Period on the basis of the following formula: (20% ǂ (the Excess Amount)) divided by AASP, multiplied by EUR 0.20 • ‘‘Excess Amount’’ means, in respect of each Test Period, the amount of the Distributions in excess of the amount of the Distributions necessary to obtain in each Test Period an IRR equal to 12%, where: • ‘‘IRR’’ means, in respect of each Test Period, the semi-annually compounded discount rate that, when applied to each Contribution and to each and all Distributions, determines a current value equal to zero, where: (a) ‘‘Contribution’’—assumed as having a negative value—indicates the APSP multiplied by the then outstanding number of Shares plus any contribution (in cash or in kind) paid to the Company by the shareholders during the current Test Period; and 127 (b) ‘‘Distributions’’—assumed as having a positive value—indicate (i) the amount of all distributions (in cash or in kind) actually paid to the holders of Ordinary Shares during the relevant Test Period plus (ii) the AASP multiplied by the then outstanding number of Shares. 4.12.2 The annual accounts shall be adopted by the Shareholders’ Body. The Company shall maintain a dividend reserve in respect of the Preferred Shares for the exclusive benefit of the holders of Preferred Shares (the ‘‘Preferred Reserve’’). Each holder of Preferred Shares is entitled to a distribution of the Preferred Reserve. 4.12.3 For the purposes of each Test Period, the Promote Amount, if any, shall be added to the Preferred Reserve out of the profits of the last financial year of the immediately preceding Test Period. If, in the relevant financial year, no profit is made or the profits are insufficient to allow for the addition of all or part of the Promote Amount to the Preferred Reserve, the deficit shall be added to the Preferred Reserve at the expense of the profits earned in following financial years in addition to any subsequent additions to the Preferred Reserve required. If, in respect to any Test Period, the Distributions have been insufficient to achieve an IRR of 12%, in calculating the Promote Amount in respect of the subsequent Test Period, the AASP multiplied by the then outstanding number of Shares in respect of the subsequent Test Period shall be reduced by an amount equal to the shortfall in the Distributions necessary to achieve an IRR of 12% in the preceding Test Period. The same principle applies in any subsequent Test Periods. If the Corporate Management Agreement is terminated by the Company without cause in accordance with its provisions, provided that the appointment of the Fund Manager has not been terminated in accordance with the Fund Rules on grounds of fraud or wilful misconduct prior to such termination of the Corporate Management Agreement, the Trigger Date shall be the date of termination of such appointment. In the event of a dissolution of the Company, the Trigger Date shall be the date of the resolution of the Shareholders’ Body to dissolve the Company. The allocation of the profits remaining after application of the above shall be determined by the Shareholders’ Body, provided that no distributions shall be made on Preferred Shares and that no additions shall be made to the Preferred Reserve other than as provided for in the Articles. Losses may not be set-off against the Preferred Reserve. 4.12.4 Distribution of profits shall be made after adoption of the annual accounts if permissible under the law given the contents of the annual accounts. 4.12.5 The Management Board may resolve to make interim distributions and/or to make distributions at the expense of any reserve of the Company other than the Preferred Reserve. 4.12.6 Unless the company body authorised to make distributions determines another date of payment, distributions on shares shall be made payable immediately after they have been declared. 4.12.7 A claim of a holder of shares for payment of a distribution shall be time barred after the passage of five years. 4.13 Amendment of the Articles 4.13.1 The Shareholders’ Body may resolve to amend the Articles of Association. A resolution of the Shareholders’ Body to amend Article 4 (to the extent that any such amendment may negatively affect the position of any Preferred Shareholder), Article 30 or 31 or Article 4.2.1 (to the extent that the amendment is in relation to those amendments requiring approval of the Preferred Shareholders) of the Articles shall be subject to approval of the Preferred Shareholders. A resolution of the Shareholders’ Body to amend Article 18.14, 18.A.3 or Article 42.1 (to the extent that the amendment is in relation to those amendments requiring the consent of the Depository) can only be adopted with the consent of the Depository. 128 4.13.2 When a proposal to amend the Articles of Association is to be made at a general meeting of shareholders, the notice of such meeting must state so and a copy of the proposal shall be deposited and kept available at the Company’s office, for inspection by, and must be made available free of charge to, the holders of shares and the persons to whom the rights accrue conferred by law upon holders of depository receipts issued with the cooperation of the Company, until the conclusion of the meeting. An amendment of the Articles of Association shall be laid down in a notarial deed. 4.14 Liquidation 4.14.1 The Shareholders’ Body may resolve to dissolve the Company. When a proposal to dissolve the Company is to be made at a general meeting of shareholders, this must be stated in the notice of such meeting. 4.14.2 If the Company is dissolved pursuant to a resolution of the Shareholders’ Body, the Management Board members shall become liquidators of the dissolved Company’s property. The Shareholders’ Body may decide to appoint other persons as liquidators. During liquidation, the provisions of these Articles of Association shall remain in force to the extent possible. 4.14.3 The balance remaining after payment of the debts of the dissolved Company shall be distributed as follows: (i) to the extent not previously distributed in Ordinary Shares, the remaining level of the Preferred Reserve in cash to the holders of Preferred Shares in proportion to the aggregate nominal value of the Preferred Shares held by each; and (ii) to the holders of the Ordinary Shares, in proportion to the aggregate nominal value of the Ordinary Shares held by each. If the Ordinary Shares are no longer admitted to trading on AIM or any other recognised stock exchange, the balance remaining after payment of the debts of the dissolved Company shall be distributed as follows: (i) to the holders of Preferred Shares an amount equal to the nominal value of their Preferred Shares; and (ii) to the holders of Ordinary Shares, in proportion to the aggregate nominal value of the Ordinary Shares held by each. 4.15 Mandatory Takeover Bids The Articles of Association incorporate the mandatory offer provisions contained in Rule 9 of the City Code, subject to the following exceptions: (a) (Acceptance of takeover offer) An acquisition that results from acceptance of an offer under a takeover bid that is made in accordance with the general principles set forth in paragraphs (a), (b), (e) and (f) of article 3 of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on Takeover Bids. (b) (Approval by resolution of the Company) An acquisition approved previously by a simple resolution passed at a general meeting of the Company if no votes are cast in favour of the resolution by: (i) the person proposing to make the acquisition and any persons acting in concert with him; or (ii) the persons (if any) from whom the acquisition is to be made and any persons acting in concert with them. (c) (Rights issues) An acquisition that results from an issue of shares that satisfies all of the following conditions: (i) the Company offers to issue shares; (ii) offers are made to every person who holds shares to issue them with the percentage of shares to be issued that is the same as the percentage of shares that they hold before the issue; (iii) all of those persons have a reasonable opportunity to accept the offers made to them; 129 (iv) agreements to issue are not entered into until a specified time for acceptances of offers has closed; and (v) the terms of all the offers are the same. This exemption extends to an acquisition by a person as underwriter to the issue or sub underwriter. (d) (Underwriting of fundraising) An acquisition that results from an issue of shares if the issue is to a person as underwriter to the issue or sub underwriter. (e) (Wills etc) An acquisition through a will or through operation of law. (f) (Legal merger) An acquisition that results from a legal merger under Sections 2.308 to 2.334 of the Dutch Civil Code. (g) (Buy-back) An acquisition that results from a buy-back authorised by Sections 2:89a, 2:95, 2:98, 2:98a, 2:98b, 2:98c and 2:98d of the Dutch Civil Code and these Articles. (h) (Depository) An acquisition by the Depository. 4.15.4 To the extent that any provision referred to above intends to impose obligations on persons other than persons who are members or part of a corporate body, such provision will be enforceable to the extent that such provision has been made applicable in the terms and conditions that govern the relations between such parties or persons and the Company. 4.16 Selling Restrictions 4.16.1 The Articles of Association contain restrictions on the transfer of shares to Non-Qualifying Shareholders (as defined below). A Non-Qualifying Shareholder is any person resident in Italy or any legal entity whose registered office is in Italy (a ‘‘Non-Qualifying Shareholder’’), with the exception of the following entities: (a) investment companies, banks, stockbrokers, asset management companies (Società di Gestione del Risparmio), variable capital investment companies (Società di Investimento a Capitale Variabile), pension funds, insurance companies, bank group financial companies, holding companies and entities registered in the lists referred to in Articles 106, 107 and 113 of Italian Legislative Decree no. 385 of 1 September 1993, as subsequently amended (Consolidated Banking Act); (b) non-Italian persons authorised to carry out, by virtue of regulations in force in their countries of origin, the activities carried out by the persons described in (a) above; (c) Italian banking institutions/foundations (fondazioni bancarie); and (d) legal persons and other entities possessing specific competence and experience in transactions involving financial instruments expressly declared in writing by the natural person or the legal representative of the legal person or entity. The Management Board has the power to adopt a binding resolution in order to determine whether such a person is to be regarded a ‘‘resident’’ in Italy if and when any discussion may arise as to such qualification. 4.16.2 In addition to the transfer restriction summarized above, the Articles contain compulsory transfer provisions (‘‘Compulsory Transfer Provisions’’) in relation to Non-Qualifying Shareholders. If any share, or any interest representing an Ordinary Share (including, inter alia, a Depository Interest) is acquired or held by or on behalf of a Non-Qualifying Shareholder (or person who would be a Non-Qualifying Shareholder if such person were to hold Ordinary Shares directly), such shareholder is required to notify the Management Board of such acquisition and the nature of such person’s interest in the shares no later than five days after such acquisition. Notification to the Management Board constitutes an irrevocable request (a ‘‘Transfer Request’’) to the Management Board to designate a person to whom the shareholder can sell and transfer his shares (a ‘‘Transferee’’). 4.16.3 Following service of a Transfer Request and designation by the Management Board of a Transferee, the Non-Qualifying Shareholder is obliged to transfer its shares to such Transferee 130 in consideration of payment of a provisional purchase price (the ‘‘Provisional Purchase Price’’), namely the average market price of Ordinary Shares as quoted on AIM on the day of transfer of the same. If the Non-Qualifying Shareholder fails to effect such transfer, the Management Board is entitled to effect the transfer in the name of such Non-Qualifying Shareholder. 4.16.4 The Provisional Purchase Price is paid to the Company for the benefit of the relevant NonQualifying Shareholder until such time as such shareholder provides the Company with details of a bank account to which the Provisional Purchase Price can be transferred. Such payment is without interest and after deduction of any expenses incurred by the Management Board in connection with the transfer of the shares. 4.16.5 If shares are disposed of by the Company pursuant to the Compulsory Transfer Provisions, the relevant Non-Qualifying Shareholder is entitled to have an independent expert (appointed jointly by the Company and the relevant shareholder) to determine a final purchase price in respect of the transfer (the ‘‘Final Purchase Price’’). In making his determination, the independent expert must have regard to the market price as quoted on AIM on the day of disposal of the shares. The costs of such determination are paid by the shareholder. Any difference between the Provisional Purchase Price and the Final Purchase Price shall be settled between the relevant shareholder and Transferee in cash no later than three months after the date of determination of the Final Purchase Price by the independent expert. 4.16.6 The Articles contain specific provisions relating to the applicability of the Compulsory Transfer Provisions to the Depository. If the Depository does not respond to a request by the Management Board in order to determine whether the Depository holds shares on behalf of a person who would be a Non-Qualifying Shareholder if that person held a direct interest in shares or it otherwise appears to the Management Board that the Depository is holding shares on behalf of such a person, the Management Board may effect the Compulsory Transfer Provisions in respect of the relevant shares held by the Depository. 4.16.7 If the Depository is obliged, under the Articles, to transfer Ordinary Shares or such Ordinary Shares are compulsorily transferred by the Company, under the Articles, because the holder of the relevant Depository Interests (or any person holding an interest in such Depository Interests) is a Non-Qualifying Shareholder (or would be if he or she held Ordinary Shares directly) the Depository is not obliged to pass on to, or exercise on behalf of, the relevant holder any rights the Depository may have under the Articles to request the Company to have one or more independent experts appointed by the Company to review the purchase price of the transfer and the holder is deemed to have accepted such purchase price as the Final Purchase Price. In such event, the Depository’s sole obligation is to deliver the net proceeds of any such transfer to the Depository Interest holder, after deducting any sums then due to the Depository, together with any other cash then held by it under the Deed Poll. For further details of the Deed Poll and the compulsory transfer provisions contained therein, see paragraph 12.2 of this Part VIII. 4.16.8 The Board is entitled to require the holders of Ordinary Shares to provide such information as the Board may reasonably require in order to determine whether the holder of the share is a Non-Qualifying Shareholder. 4.16.9 The voting rights attached to shares held by a Non-Qualifying Shareholder are suspended and such shareholder has no right to attend any general meetings of the Company. 4.17 ERISA Restrictions A purchase by, or sale or transfer of a Share to, a Shareholder cannot be made unless such purchase, sale or transfer will not result in the assets of the Company constituting ‘‘plan assets’’ within the meaning of the US Employee Retirement Income Security Act 1974, as amended (‘‘ERISA’’), that are subject to Title I of ERISA or Section 4975 of the US Internal Revenue Code 986, as amended (the ‘‘Internal Revenue Code’’). Each purchaser or transferee of a Share will be required to represent and warrant or will be deemed to represent and warrant that it is not, and is not acting on behalf of, a person who is a ‘‘plan’’ that is subject to Title I of ERISA or Section 4975 of the Internal Revenue Code or an entity whose underlying assets include ‘‘plan assets’’ as defined in Section 3(42) of ERISA or 29 C.F.R. 2510.3-101, and that this representation will remain true and correct at all times when the Shares are held by a Shareholder. If a purchase, sale or transfer of an Ordinary Share results in a violation of the above provisions, the transferee shall be deemed to be a Non-Qualifying Shareholder and hence subject to the compulsory transfer provisions of the Articles. 131 5. INTERESTS OF THE DIRECTORS, MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 5.1 Directors’ interests No options over Ordinary Shares have been granted to any of the Directors. 5.2 Directors’ letters of appointment The following are the particulars of the Directors’ letters of appointment with the Company: 5.2.1 On 25 September 2006, John Duggan entered into a letter of appointment with the Company confirming his appointment as a Director and Chairman with effect from such date. This appointment will continue for an initial period of 1 year, following which he will stand for re-election by the shareholders of the Company at each subsequent annual general meeting of the Company. The appointment is subject to the Articles of Association and the appointment may only be terminated by the shareholders in a general meeting. In consideration of the performance of his duties, Mr Duggan will receive an annual remuneration of A120,000 paid in equal monthly installments in arrears, subject to an annual review by the Board. In addition, Mr Duggan is entitled to receive reimbursement for all reasonable and documented expenses incurred in performing the duties of his office, including any reasonable expenses incurred for any legal advice he may require. The Company will maintain a directors’ and officers’ insurance policy for the term of Mr. Duggan’s appointment. 5.2.2 On 25 September 2006, Roy Dantzic entered into a letter of appointment with the Company confirming his appointment as a Director. The terms of Mr Dantzic’s appointment are substantially the same as those described in paragraph 5.2.1. However, Mr Dantzic will be entitled to an annual fee of A60,000. He has also been appointed as Chairman of the audit committee for which he will receive an annual fee of A5,000. His initial period of appointment will be 1 year. 5.2.3 On 11 October 2006, Richard Mully entered into a letter of appointment with the Company confirming his appointment, in his capacity as representative of Cypress Grove International Management LLC, as a Director with effect from 25 September 2006. The terms of Mr Mully’s appointment are substantially the same as those described in paragraph 5.2.1. However, Cypress Grove International Management LLC will be entitled to an annual fee of A60,000 (payable to Cypress Grove International Management LLC) and Mr Mully’s initial period of appointment will be 1 year. 5.2.4 On 25 September 2006, Olivier de Poulpiquet entered into a letter of appointment with the Company confirming his appointment as a Director with effect from such date. The terms of Mr Poulpiquet’s appointment are substantially the same as those described in paragraph 5.2.1. However, Mr Poulpiquet will be entitled to an annual fee of A60,000 and his initial period of appointment will be 1 year. 5.2.5 On 25 September 2006, Gualtiero Tamburini entered into a letter of appointment with the Company confirming his appointment as a Director with effect from such date. The terms of Mr Tamburini’s appointment are substantially the same as those described in paragraph 5.2.1. However, Mr Tamburini will be entitled to an annual fee of A60,000 and his initial period of appointment will be 1 year. Each of the above appointments was approved by the shareholders of the Company on 25 September 2006. 5.3 Major shareholders 5.3.1 Save as set out below, the Company and the Directors are not aware of any person, who is as at 12 October 2006 (being the most recent practicable date before publication of this document) 132 or who will, immediately following Admission, be interested, directly or indirectly, in 3% or more of the issued share capital of the Company. Interested Person Before Admission % Of Existing Issued Share Capital of No. Of Ordinary Relevant class Shares In Which of shares (Ordinary/ Interested Preferred) Pirelli RE Netherlands B.V. Ordinary Shares . . . . . . Preferred Shares . . . . . . Moabar B.V. . . . . . . . . . . . . Bank Julius Baer & Co Ltd . Artisan Partners LLC . . . . . Wellington Management Co., LLP . . . . . . . . . . . . . Fidelity International Ltd. . . KDA Capital Ltd. . . . . . . . . Lansdowne Partners Ltd . . . TIAA—CREF . . . . . . . . . . Stark Investments . . . . . . . . Moore Capital Management Following Admission(20) No. Of Ordinary Shares In Which Interested % Of Enlarged Issued Share Capital 3,500,000 100 35% 100% 3,500,000 100 11.5% 100% 6,500,000 — — 65% — — 3,017,520 2,500,000 2,000,000 9.9% 8.2% 6.6% — — — — — — — — — — — — — — 2,000,000 1,700,000 1,500,000 1,500,000 1,150,000 1,000,000 950,000 6.6% 5.6% 4.9% 4.9% 3.8% 3.3% 3.1% 5.3.2 The Company and the Directors are not aware of any person who directly or indirectly, jointly or severally, exercises or could exercise control over the Company. 5.3.3 The Company and the Directors are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of the Company. 5.3.4 Upon Admission the persons set out in 5.3.1 above will not have voting rights in respect of the share capital of the Company which differ from those of any other shareholder. 5.4 Other interests 5.4.1 Over the five years preceding the date of this document, the Directors have been directors or partners of the following companies and partnerships: Director John Duggan . . . . . . . . . . . . . . . Current Directorships/Partnerships Gazeley Ltd Gazeley UK Ltd Burwood House Group Ltd Past Directorships/Partnerships Asda Stores Ltd Director Roy Dantzic . . . . . . . . . . . . . . . Current Directorships/Partnerships Airplanes Ltd Development Securities plc Interior Services Group plc Architectural Heritage Fund Blenheim Bishop Ltd Past Directorships/Partnerships British Gas Properties Ltd (20) Assuming no exercise of the Over-allotment Option. 133 Director Olivier de Poulpiquet . . . . . . . . . Current Directorships Pirelli & C. Real Estate S.p.A—Director Spazio Industriale B.V.—Vice Chairman of Board of Directors Credit Servicing S.p.A—Director Lupicaia s.r.l.—Director Induxia S.r.l.—Director Lamaione S.r.l.—Director Partecipazioni Real Estate S.p.A—Director Tiglio I S.r.l.—Director Tiglio II S.r.l.—Director Turismo E Immobiliare S.p.a.—Director Asset Management Npl Srl—Chairman of the Board of Directors Dolcetto Quattro S.r.l.—Director Polish Investments Real Estate Holding B.V. Past Directorships/Partnerships Aida S.r.l. Bernini Immoiliare S.r.l. Erice S.r.l. I.S. S.r.l. Immobiliare san Babila S.r.l. Nabucco S.r.l. Nyrm Immobiliare S.r.l. Pirelli & C. Real Estate Credit Servicing S.p.a. Prime Properties S.r.l. Proprieta’ Immobiliari S.r.l. Robino Holding Amsterdam B.V. Iniziativa Immobiliare Due S.r.l. M.S.M.C. immobiliare 4 S.r.l. M.S.M.C. Immobiliare Due S.r.l. M.S.M.C. Immobiliare S.r.l. Masseto 2 B.v. Mirandia-Trading E Consultoria Lda MSMC Italy Sub-Holding BV Tronador-Consultoria Economica Lda 134 Director Current Directorships/Partnerships Richard Mully . . . . . . . . . . . . . . Grove International (UK) (LLP) Apellas Holdings B.V. MED Group Leisure Investments B.V. Karta Realty Limited Spazio Industriale B.V. Oliver’s Wharf (Management) Limited Hansteen Holdings PLC Dolce International Limited Ixis Capital Partners Limited Douglasshire International Holdings B.V. Hellenic Land Holdings B.V. SB Capital Europe B.V. Stichting Administratiekantoor Douglasshire International Holding Polish Investments Real Estate Holding B.V. Past Directorships/Partnerships Safestore PLC Mapeley Limited First Serviced Office Real Estate Holdings B.V. Newswanlake B.V. Ishin Hospitality Group B.V. Ishin Hospitality Group II B.V. I Fanco Consulting B.V. Europlex B.V. First Serviced Offices Limited. Spazio Industriale II B.V. Director Current Directorships/Partnerships Gualtiero Tamburini . . . . . . . . . . Nomisma S.p.A. Assoimmobiliare Savills SGR Retia SGR Past Directorships/Partnerships IPI S.p.A. Coop Emilia Veneto FIMIT SGR 5.4.2 None of the Directors has: (a) any unspent convictions in relation to indictable offences; (b) at any time been adjudged bankrupt or been the subject of any form of individual voluntary arrangement; (c) been a director of a company at the time of, or within the 12 months preceding the date of, its receivership, compulsory liquidation, creditors’ voluntary liquidation, administration, company voluntary arrangement or composition or arrangement with its creditors generally or any class of creditors; (d) been a partner in a partnership at the time of, or within the 12 months preceding the date of, its compulsory liquidation, administration or partnership voluntary arrangement; (e) owned any asset that has been placed in receivership or been a partner of any partnership at the time at which, or within the 12 months preceding the date on which, any asset of that partnership has been placed in receivership; (f) been subject to any public criticism by any statutory or regulatory authority (including a recognised professional body); or (g) been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company. 135 5.4.3 Alberto Giovannini, an independent director of the Fund Manager, has been named as a defendant in proceedings before the Criminal Court of Rome in relation to the placement and subsequent default of Cirio Group Bonds made by the Banca di Roma when he was deputy general manager of the finance department of Banca di Roma. 5.5 Related party transactions Pirelli RE Netherlands B.V., one of the Company’s two significant shareholders prior to Admission, is a member of Pirelli RE Group, and the Company and the Fund rely on several members of Pirelli RE Group to provide them with key services, among them: • Pirelli RE Netherlands B.V. provides the Company with administrative, budgeting, corporate, legal, secretarial and investor relations services, pursuant to the Corporate Management Agreement; • the Fund Manager manages the Fund pursuant to the Fund Rules; and • the Service Providers provide property management, project management and agency services to the Fund pursuant to agreements entered into among the Service Providers and the Fund Manager on behalf of the Fund. The Corporate Management Agreement, the Fund Rules and the agreements with the Service Providers were all negotiated between related parties, and the terms, including fees payable, may not be as favourable to the Company and the Fund as if they had been negotiated with unaffiliated third parties. See the risk factor ‘‘The Fund and the Company have entered into a number of related party transactions with affiliates of the Company’s significant indirect shareholders and may do so in the future, possibly on terms that other shareholders may not consider to be in the best interests’’ in Part I of this document. See also Part III paragraph 7 ‘‘Fee Summary’’ for a description of the Corporate Management Agreement and the Fund Rules, as well as Part III paragraph 6 for a description of the agreements with the Service Providers. The Fund has entered into an agreement to acquire the Additional Portfolio from affiliates of Pirelli RE Group shortly after Admission. As this agreement was negotiated between affiliated parties the terms of which, including the purchase price for the assets, may not be as favourable to the Company and the Fund as if these agreements had been negotiated with unaffiliated third parties. See the risk factor ‘‘The Fund and the Company have entered into a number of related party transactions with affiliates of the Company’s significant indirect shareholders and may do so in the future, possibly on terms that other Shareholders may not consider to be in their best interests’’ in Part I of this document. See also paragraph 6—‘‘Material Contracts’’ in this Part VIII for a description of the Contribution Agreement governing the acquisition of the Additional Portfolio. Telecom Italia, the Fund’s largest tenant, has contributed assets to the Fund through its affiliate OMS and has entered into an agreement to have OMS contribute further assets to the Fund by the end of 2006. Pirelli RE Group has common ownership interests and directorships with Telecom Italia, and therefore the terms, including the amount of compensation, may not be as favourable to the Company and the Fund as if these agreements had been negotiated with an unaffiliated third party. See the risk factor ‘‘There are potential conflicts of interest between Pirelli RE and its affiliates and the Fund and the Company resulting from common ownership interests and directorships with Telecom Italia, the Fund’s largest tenant’’ in Part I of this document. See also paragraph 2—‘‘Initial Portfolio’’ in Part IV for more information regarding the Telecom Italia transactions. Moreover, the Fund Manager may from time to time acquire properties on behalf of the Fund from other members or affiliates of Pirelli RE Group. Such acquisitions will require the approval of the Company through its members on the Fund Advisory Committee, as the Fund Advisory Committee must approve any transaction in which the Fund Manager has an actual or potential conflict of interest (either directly or through an affiliate). The Fund Advisory Committee must also approve the annual business plan of the Fund and any material amendments thereto and any decision concerning the entry into, revocation, change or renewal of each property management, project management and agency services agreement entered into in respect of the assets of the Fund. 6. MATERIAL CONTRACTS The following contracts, not being contracts entered into in the ordinary course of business, are contracts that (i) are or may be material and have been entered into by the Company or the Fund within the two years immediately preceding the date of this document; or (ii) have been entered into by the Company or the Fund at any time before the date of this document where those contracts contain provisions under which the Company or the Fund has an obligation or entitlement which is or may be material to the Company or the Fund as at the date of this document: 6.1 The Underwriting Agreement A detailed description of the Underwriting Agreement is set out in paragraph 7 of this Part VIII. 136 6.2 The NOMAD Agreement The Nominated Adviser Agreement dated 13 October 2006 between the Company, the Directors and Credit Suisse sets out the terms on which Credit Suisse has agreed, conditional on Admission, to act as the Company’s nominated adviser as required by the AIM Rules and as joint broker. In its capacity as nominated adviser, Credit Suisse has agreed to provide such advice and guidance to the Directors as to their responsibility and obligations to ensure compliance by the Company on an ongoing basis with the AIM Rules and as the Directors may reasonably request from time to time. The agreement is terminable by either party on one month’s written notice. Under the agreement, the Company gives a customary indemnity to Credit Suisse and Credit Suisse will be entitled to an annual fee of A80,000 in the first year following Admission and A100,000 in the second year following Admission. 6.3 The Broker Agreement with Deutsche Bank The Broker Agreement dated 13 October 2006 between the Company and Deutsche Bank sets out the terms on which Deutsche Bank has agreed, subject to Admission, to act as joint broker to the Company as required by the AIM Rules. The agreement is terminable by either party on one month’s notice. Under the Broker Agreement, the Company gives a customary indemnity to Deutsche Bank. 6.4 Engagement Letter with Brunswick An engagement letter dated 30 May 2006 from Brunswick Group LLP (‘‘Brunswick’’) to the Company outlining Brunswick’s scope of engagement to provide strategic communications advice and media relations services in support of the Admission in consideration of a fee of A90,000 payable on Admission and a discretionary success fee of A30,000. 6.5 New Medium Term Facilities (1) Income Producing Facility Agreement Each facility will have interest periods of 1 or 3 months, as selected by the Fund. The final maturity date of the term facility and the VAT facility will be the date which falls on the seventh anniversary of the first utilisation date or, in the case of extension, on the tenth anniversary (the ‘‘final maturity date’’). The advances under the revolving facility will be repaid on the expiry of the 12 month period starting from the date of such advance under each loan and in any event no later than the final maturity date. The agreement contains representations and warranties as are customary for this type of agreement, such as status, power and authority, no default, authorisations, financial statements, title, and tax. As regards environmental matters (except in respect of Pasini office building), representations and covenants on compliance with laws, permits, unbudgeted expenditures, pollution or asbestos are subject to a threshold. Such threshold is triggered, amongst other things, if (i) the event covered by the representation or covenant were to produce an adverse effect on the value of the Portfolio so that the open market value of the portfolio would be reduced by 4% or more (taking into account insurance proceeds and indemnities received or to be received by the borrowers from insurance companies or OMS or the Sellers and subject to mandatory prepayment provisions on indemnities); or (ii) a liability in excess of A4,000,000 is incurred to any third party as a consequence of any environmental contamination. In addition, representations and covenants on environmental matters relating to the Telecom Portfolio are subject to additional conditions, including that any environmental liability is not indemnified by the seller of that portfolio and/or OMS—or there is no evidence satisfactory to the Lenders that it will be indemnified within 90 days. Covenants include financial covenants requiring that the Fund maintains a specified loan to value ratio, prospective loan to value ratio and interest service cover ratios. Breach of these covenants on a test date will lead to an automatic cash sweep of funds into a reserve account. If more than one breach occurs in a year or if the relevant ratio is seriously breached, an event of default is triggered. General covenants include, inter alia, covenants restricting the ability of the Fund to create or permit to exist any encumbrances over the portfolio financed through this facility, dispose of any of its assets, incur further indebtedness other than in accordance with the terms and conditions of the loan agreement, change its business, merge or consolidate with or into any other entity, make any loan in favour of third parties, repay any units and distribute any funds. Mandatory prepayment is triggered by, inter alia, change of control or replacement of the Fund Manager (except for replacement for cause or by another fund manager controlled by Pirelli RE), 137 disposal of any property covered by the facility or change in income or net tax regime to which the Fund is subject, where such change affects the ability of the Fund to meet its obligations towards the lenders. In addition, mandatory prepayment is triggered for indemnities received, inter alia, by OMS or the Sellers up to an amount equal to 60%, unless, if so authorised by the Facility Agent (as defined therein), such proceeds are utilised to cure the affected property within 60 days from receipt of the indemnity. The agreement contains conditions precedent customary for this type of agreement, including absence of a default, accuracy of the representations at Admission, and documentary conditions precedent. The draw down of the term facilities is subject to the following conditions: (i) confirmation that the Shares of the Company have been admitted to trading on AIM; (ii) the absence of major default (i.e. an event of default in relation to: effectiveness of the transaction documents and the Fund documents, early liquidation of the Fund, insolvency or major creditor process), and (iii) evidence that sufficient amounts will be available to the Fund, taking into account the proceeds of the Offer made available to it, to purchase the Additional Portfolio and to refinance and pay down the indebtedness incurred by the Fund, in connection with the transfer of the Initial Portfolio. (2) Edificio 16 Facility Agreement Each facility will have successive interest periods of 1 or 3 months, as selected by the Fund. The final maturity date of the term facility and the VAT facility will be the date which falls on the seventh anniversary of the first utilisation date or, in the case of extension, on the tenth anniversary. The loan agreement contains financial covenants requiring the Fund to maintain a specified loan to value ratio and interest service coverage ratio. Breach of interest service coverage ratios on a test date will lead to an automatic cash sweep of funds into a reserve account. If more than one breach occurs in a year, or if the relevant ratio is materially breached an event of default is triggered. The agreement, inter alia, also contains general covenants restricting the ability of the Fund to: (i) create or permit to exist any encumbrances over the properties financed through this facility; (ii) dispose of any of its assets; (iii) incur further financial indebtedness other than in accordance with the terms and conditions of the loan agreement; (iv) change its business; (v) merge or consolidate with or into any other entity; (vi) make any loan in favour of third parties; and (vii) repay units and distribute funds. The agreement also provides for mandatory prepayment in the event of, inter alia, change of control or replacement of the Fund Manager (except for replacement for cause or by another fund manager controlled by Pirelli RE), disposal of any property covered by the facility or change in income or net tax regime to which the Fund is subject, only if such change affects the ability of the Fund to meet its obligations towards the lenders. The agreement contains conditions precedent customary for this type of agreement, including absence of a default, accuracy of the representations at Admission, and documentary conditions precedent. The first draw down is subject to the following conditions: (i) confirmation that the Shares of the Company have been admitted to trading on AIM; (ii) the absence of major default (i.e. an event of default in relation to: effectiveness of the transaction documents and the Fund documents, early liquidation of the Fund, insolvency or major creditor process), and (iii) evidence that sufficient amounts will be available to the Fund, taking into account the proceeds of the Offer made available to it, to purchase the Edificio 16 building. (3) Eastgate Park Facilities Agreement Each facility will have successive interest periods of 1 or 3 months, as selected by the Fund. The final maturity date of the term facility and the VAT facility will be the date which falls on the seventh anniversary of the first utilisation date or, in the case of extension, on the tenth anniversary. The loan agreement will contain financial covenants requiring that the Fund maintains a specified loan to value ratio and interest service cover ratios. Breach of these covenants on a test date will lead to an automatic cash sweep of funds into a reserve account. If more than one breach occurs in a year or if the relevant ratio is seriously breached, this will trigger an event of default. General covenants include covenants that restrict the ability of the Fund to (i) create or permit to subsist any encumbrances over the properties financed through these facilities; (ii) dispose of any its assets and incur further indebtedness other than in accordance with the terms or conditions of the loan 138 agreement; (iii) change its business, merge or consolidate with or into any other entity; (iv) make any loan in favour of third parties; and (v) repay Units and distribute funds. The agreement also provides for a mandatory prepayment clause in the event of, inter alia, change of control or replacement of the Fund Manager (except for replacement for cause or by another Fund Manager controlled by Pirelli RE), disposal of any property covered by the facility or change in income or net tax regime to which the Fund is subject, only if such change affects the ability of the Fund to meet its obligations towards the lenders. The agreement contains usual representations and warranties including, status, powers and authority, no default, financial statements, title, reports and information, property-related matters, tax, management agreements, environmental and planning. The agreement contains conditions precedent customary for this type of agreement, including absence of a default, accuracy of the representations at Admission, and documentary conditions precedent. The first draw down is subject to the following conditions: (i) confirmation that the shares of the Company have been admitted to trading on AIM; (ii) the absence of major default (i.e. an event of default in relation to: effectiveness of the transaction documents and the Fund documents, early liquidation of the Fund, insolvency or major creditor process), and (iii) evidence that sufficient amounts will be available to the Fund, taking into account the proceeds of the Offer made available to it, to pay down the indebtedness incurred by the Fund in connection with the acquisition of the Eastgate Park Portfolio. 6.6 Transfer Agreement for the Additional Portfolio Spazio Industriale 1 S.r.l., Spazio Industriale 2 S.r.l. and Spazio Industriale 3 S.r.l. (the ‘‘Sellers’’), on the one hand and the Fund Manager, on behalf of the Fund, on the other hand, entered into a preliminary sale and purchase agreement on 12 October 2006 for the transfer of the Additional Portfolio (the ‘‘Acquisition Agreement’’). Pursuant to the Acquisition Agreement the Sellers will sell the properties comprising the Additional Portfolio to the Fund for a total consideration of A205,220,000 plus VAT, which the Fund Manager will pay as follows: (i) A14,640,000 to Spazio Industriale 1 S.r.l. for the purchase of Edificio 16; (ii) A99,000,000 to Spazio Industriale 2 S.r.l. for the purchase of the Enel Portfolio; and (iii) A91,580,000 to Spazio Industriale 3 S.r.l. for the purchase of the Prada Portfolio. The execution of the definitive sale and purchase agreements, one for each of the Sellers, will be subject to Admission. The representations and warranties of the Sellers cover, inter alia, title of properties, insurance, taxes, and compliance with the relevant pollution, environmental, health and safety laws and regulations, as well as the relevant authorizations and licenses. The representations and warranties do not cover certain exceptions disclosed in the agreement related to some of the properties. The representations and warranties relating to Edificio 16 take into account that the building is currently under renovation and development works. With the exception of warranties on title and on absence of liens or other charges, the indemnification of the Fund or the Fund Manager shall be limited as follows: (i) as to the matters other than environmental, the indemnification will be subject to a de minimis of 0.5% of the sale price of the properties to be sold by the relevant Seller; and (ii) as to the environmental matters, the indemnification will be subject to a de minimis of A50,000 for each event in breach of the relevant representations and warranties. The overall liability of each Seller will be further limited as follows: (i) as to the matters other than environmental, the indemnification will be subject to a cap of 6% of the purchase price of the properties paid to the relevant Seller; and (ii) as to the environmental matters, the indemnification will be subject to a cap of 9% of the purchase price of the properties paid to the relevant Seller. The duration of indemnification obligations is 18 months except for (i) environmental matters, for which the duration is 24 months and (ii) title, absence of liens or other charges, tax and employment 139 matters, for which the applicable statutes of limitation will apply. The agreement includes a specific indemnity in respect of title issues relating to certain properties in the Enel portfolio as described in the risk factor relating to property valuation in Part I. Spazio Industriale 2 S.r.l. has undertaken to remedy at its own cost the environmental deficiencies related to some of the properties described in the Acquisition Agreement before 31 December 2008. In connection with the transfer of the Additional Portfolio, the Company will purchase from Spazio Industriale 1 S.r.l. the trademark ‘‘spazioindustriale’’ for a price of Euro 30,000.00 (plus VAT). Simultaneously with the acquisition, the Company will grant the Fund Manager a twenty year, royalty free, exclusive licence to use the trademark exclusively in connection with the management of the Fund. The license will be limited to the territory of the European Union and to any other country in which the Fund may acquire real estate assets. The Fund Manager may assign the licence to any fund management company that may replace it in the management of the Fund. 6.7 Corporate Management Agreement A detailed description of the Corporate Management Agreement is set out in paragraph 3 of Part III. 6.8 Subscription Agreement (a) The Company, acting pursuant to a resolution passed at a general meeting of Shareholders of the Company, granted the right to subscribe for Ordinary Shares in the Company to Pirelli RE Netherlands B.V. every three years provided that certain financial thresholds are met (the ‘‘Subscription Rights’’). The Subscription Agreement was entered into between the Company and Pirelli RE Netherlands B.V. on 12 October 2006 in connection with the incentive arrangements for the benefit of Pirelli RE Netherlands B.V. Pursuant to the incentive arrangements, the Company has agreed to issue to Pirelli RE Netherlands B.V. certain Preferred Shares that carry the right to a special dividend and the right to subscribe for Ordinary Shares in the Company every three years provided that certain financial thresholds are met. In order to give effect to the incentive arrangements and issue of the Ordinary Shares pursuant to such arrangements, the Company has granted Pirelli RE Netherlands B.V. as holder of Preferred Shares the Subscription Rights, which entitle Pirelli RE Netherlands B.V. to subscribe for such number of Ordinary Shares as calculated in accordance with the financial thresholds and other provisions contained in the Articles of Association upon the exercise of the Subscription Rights. The Subscription Agreement provides that the subscription price of the Ordinary Shares is satisfied at the expense of the dividend reserve in respect of the Preferred Shares or, to the extent the Company has not gained sufficient profits in the relevant financial year used in the calculation of the Preferred Shares, at the option of Pirelli RE Netherlands B.V., by the making of a cash payment by Pirelli RE Netherlands B.V. (b) The Subscription Rights may be exercised by Pirelli RE Netherlands B.V. if and when the relevant financial thresholds contained in the Articles of Association are met. Ordinary Shares subscribed for by Pirelli RE Netherlands B.V. pursuant to the Subscription Agreement are locked-up for a certain period as described in paragraph 7 of Part V of this document. (c) To the extent that Pirelli does not exercise its Subscription Rights, such Subscription Rights shall accrue in arrears and may be exercised at any time after such Subscription Rights become exercisable. (d) Subject to the following provisions, the Subscription Rights are granted for an indefinite period of time. The Company does not have a right to terminate the agreement, but the subscription right terminates upon the cancellation or repurchase of the Preferred Shares, or the conversion of Preferred Shares in accordance with the Articles of Association of the Company. If the Corporate Management Agreement is terminated by the Company without cause in accordance with its provisions, the Trigger Date for calculation of the Promote shall be the date of termination of such appointment and the Preferred Shares shall be repurchased by the Company at par value immediately after the issue of Ordinary Shares in respect of the final Management Period provided, however, that if prior to such termination the appointment of the Fund Manager is terminated in accordance with the Fund Rules on grounds of fraud or wilful misconduct, the Corporate Manager will lose its entitlement to the Promote in respect of the then current Measurement Period and Pirelli RE Netherlands B.V. shall have no further entitlement in respect of the Promote. If the Corporate Management Agreement is terminated by the Company on grounds of fraud or wilful misconduct of the Corporate Manager, the Company shall have the right to repurchase the Preferred 140 Shares at par value and, following exercise of such right, the Corporate Manager will lose its entitlement to the Promote in respect of the then current Measurement Period and shall have no further entitlement in respect of the Promote. If the Corporate Management Agreement is terminated by the Corporate Manager, the Preferred Shares shall be repurchased by the Company at par value and Pirelli RE Netherlands B.V. will lose its entitlement to the Promote in respect of the then current Measurement Period and have no further entitlement in respect of the Promote. If at any time the Promote Lock-Up Conditions cease to apply (i.e. members of the Pirelli RE Group no longer act as Fund Manager and as Corporate Manager), the Preferred Shares shall be repurchased by the Company at par value and Pirelli RE Netherlands B.V. will lose its entitlement to the Promote in respect of the then current Measurement Period and shall have no further entitlement in respect of the Promote. 6.9 Services Agreements The Property Management Services Agreement between Pirelli & C. Real Estate Property Management S.p.A. and the Fund Manager on behalf of the Fund, the Project Management Services Agreement between Pirelli & C. Real Estate Project Management S.p.A. and the Fund Manager on behalf of the Fund and the Agency Services Agreement between Pirelli & C. Real Estate Agency S.p.A. and the Fund Manager on behalf of the Fund are each summarised in paragraph 6 of Part III. 6.10 Deed of Undertaking The Deed of Undertaking between Pirelli RE and the Company in regard to investment opportunities in the light industrial and logistics sectors of the real estate market in Italy is described in paragraph 4.2 of Part III. 6.11 Telecom Italia Framework Agreement Under the Telecom Italia Framework Agreement OMS agreed to contribute part of its properties to the Fund. The transfers were originally intended to be executed in three tranches, the last one to take place by 30 June 2006. The first three tranches of real estate assets (246, 120 and 54 assets respectively), together with the financial debts relating to the transferred assets, were transferred on 29 December 2005, 30 March 2006 and 26 June 2006 respectively. Upon contribution of each tranche, OMS received newly issued units of the Fund that were subsequently sold to the Unitholders, in proportion to their participation in the Fund. As consideration for sale of the fourth tranche, OMS will be paid, depending on the number of properties effectively transferred to the Fund, up to A13.1m by the Company. The agreement contains customary representations and warranties of the seller. OMS has agreed to indemnify the Fund for any breach of the representations and warranties, subject to certain limitations. As to the environmental matters, OMS’ liability is limited to 13% of the gross value of the transferred properties; as to other matters, OMS’ liability is limited to 7% of the gross value of the transferred properties. The duration of the indemnity on environmental matters is 48 months from the transfer of each property. For all other matters, the duration of the indemnity is limited to 24 months from the transfer of each property. Telecom Italia also guarantees the obligations of OMS under the Telecom Italia Framework Agreement up to (i) 13% of the gross value of all properties transferred, with a duration of 49 months from the date of transfer, as to the environmental, tax and title matters; and (ii) 7% of the gross value of all properties transferred, with a duration of 25 months from the date of transfer, as to the other matters. The lease agreements relating to the Telecom Italia portfolio have common provisions. The premises are typically used for industrial purposes and the lessee may not change the use of the property without the consent of the lessor. Lease agreements’ starting dates range from 1 December 2005 to 1 March 2006, with a duration of 6 or 9 years and automatic renewal at the end of the first 6 or 9 year terms, unless terminated by the lessee with 12 months’ written notice prior to the termination of the first lease period. 141 7. UNDERWRITING AGREEMENT On 13 October 2006, the Company, the Selling Shareholders and Pirelli RE entered into the Underwriting Agreement with the Underwriters under which: (a) the Company has agreed to issue 20,480,000 Ordinary Shares in the Offer at the Offer Price and Moabar B.V. has agreed to sell 3,482,480 Ordinary Shares in the Offer at the Offer Price; (b) the Underwriters have agreed, subject to certain conditions (as summarised below) to procure on an equal basis subscribers and purchasers for (or, failing which, to subscribe and purchase themselves) the Ordinary Shares to be issued or sold pursuant to the Offer and any Ordinary Shares in respect of which the Over-allotment Option described in paragraph 5 of Part V above is exercised; (c) the Underwriters will deduct from the proceeds of the Offer certain fees and expenses to be borne by the Company and the Selling Shareholders, including fees payable to the Underwriters of 2.5% of the gross proceeds of the Offer; (d) the obligations of the Underwriters to procure subscribers or purchasers for the Ordinary Shares or, failing which, to subscribe or purchase and pay for the Ordinary Shares themselves are subject to certain conditions including: (i) Admission having taken place by 8.00 am on 18 October 2006 (or such later date as the Underwriters may agree with the Company and the Selling Shareholders); (ii) the delivery to the Underwriters of certain documents on or before admission as will be prescribed in the Underwriting Agreement; (iii) the absence of any breach of warranty or other term contained in the Underwriting Agreement; (e) in addition, the Underwriters have the right to terminate the Underwriting Agreement prior to Admission, in certain circumstances including the occurrence of certain changes in financial, political or economic conditions (as will be more fully set out in the Underwriting Agreement); (f) subject to and conditional upon (i) the Offer Price being no less than A14, and (ii) Pirelli RE Netherlands B.V.’s holding in the Company being diluted to not less than 10%, each of Pirelli RE Netherlands B.V. and Moabar B.V. has granted Deutsche Bank (in its capacity as stabilising manager) (on behalf of the Underwriters) an option to purchase or procure purchasers for up to 5% Ordinary Shares in aggregate for the purpose of covering over-allotments which may be made in connection with the Offer and any short positions resulting from stabilisation transactions on the date on which the Offer Price is announced or from time to time up to and including the 30th day following the date of announcement of the Offer Price upon written notice from Deutsche Bank, on behalf of the Underwriters; (g) the Company and the Selling Shareholders have agreed to pay the costs, charges, fees and expenses of the Offer (together with any related value added tax); (h) the Company, Pirelli RE and the Selling Shareholders give certain customary warranties, undertakings and indemnities to the Underwriters. The liability of the Company under the Underwriting Agreement is unlimited in time and amount and the liability of Pirelli RE and the Selling Shareholders is limited in both time and amount. 8. TAXATION 8.1 Dutch Taxation This is a general summary and the tax consequences as described here may not apply to a holder of Ordinary Shares. Any potential Investor should consult his own tax adviser for more information about the tax consequences of acquiring, owning and disposing of Ordinary Shares. This taxation summary solely addresses the principal Dutch tax consequences of the acquisition, the ownership and disposition of Ordinary Shares. It does not discuss every aspect of taxation that may be relevant to a particular holder of Ordinary Shares under special circumstances or who is subject to special treatment under applicable law. This summary assumes that the Company is organised, and that its business will be conducted, in the manner outlined in this document. A change to such organisational 142 structure or to the manner in which the Company conducts its business may invalidate the contents of this summary, which will not be updated to reflect any such change. Where in this summary English terms and expressions are used to refer to Dutch concepts, the meaning to be attributed to such terms and expressions shall therefore be the meaning to be attributed to the equivalent Dutch concepts under Dutch tax law. This summary is based on the tax laws of The Netherlands as they are in force and in effect on the date of this document. The laws upon which this summary is based are subject to change, possibly with retroactive effect. A change to such laws may invalidate the contents of this summary, which will not be updated to reflect any such changes. 8.1.1 A. Taxes on income and capital gains Resident holders of Ordinary Shares General The summary set out in this section ‘‘Taxes on income and capital gains—Resident holders of Ordinary Shares’’ only applies to a holder of Ordinary Shares who is a ‘‘Dutch Individual’’ or a ‘‘Dutch Corporate Entity.’’ For the purposes of this section you are a ‘‘Dutch Individual’’ if you satisfy the following tests: a. you are an individual; b. you are resident, or deemed to be resident, in The Netherlands for Dutch income tax purposes, or you have elected to be treated as a resident of The Netherlands for Dutch income tax purposes; c. your Ordinary Shares and any benefits derived or deemed to be derived therefrom have no connection with your past, present or future employment, if any; and d. your Ordinary Shares do not form part of a substantial interest (aanmerkelijk belang) or a deemed substantial interest in the Company within the meaning of Chapter 4 of the Dutch Income Tax Act 2001 (Wet inkomstenbelasting 2001). Generally, if a person holds an interest in the Company, such interest forms part of a substantial interest or a deemed substantial interest in the Company if any one or more of the following circumstances is present. 1. Such person alone or, if he is an individual, together with his partner (partner, as defined in Article 1.2 of the Dutch Income Tax Act 2001), if any, has, directly or indirectly, the ownership of shares in the Company representing five per cent. or more of the Company’s total issued and outstanding capital (or the issued and outstanding capital of any class of the Company’s shares), or rights to acquire, directly or indirectly, shares, whether or not already issued, that represent five per cent. or more of the Company’s total issued and outstanding capital (or the issued and outstanding capital of any class of the Company’s shares), or the ownership of profit participating certificates (winstbewijzen) that relate to five per cent. or more of the Company’s annual profit or to five per cent. or more of the Company’s liquidation proceeds. 2. Such person’s shares, profit participating certificates or rights to acquire shares or profit participating certificates in the Company have been acquired by him or are deemed to have been acquired by him under a non-recognition provision. 3. Such person’s partner or any of his relatives by blood or by marriage in the direct line (including foster-children) or of those of his partner has a substantial interest (as described under 1. and 2. above) in the Company. A person who is entitled to the benefits from shares or profit participating certificates (for instance a holder of a right of usufruct) is deemed to be a holder of shares or profit participating certificates, as the case may be, and his entitlement to benefits is considered a share or profit participating certificate, as the case may be. If you are an individual and a holder of Ordinary Shares and if you satisfy test b., but do not satisfy test c. and/or test d., your Dutch income tax position is not discussed in this document. If you are an individual and a holder of Ordinary Shares who does not satisfy test b., please refer to the section ‘‘Taxes on income and capital gains—Non-resident holders of Ordinary Shares’’. 143 For the purposes of this section you are a ‘‘Dutch Corporate Entity’’ if you satisfy the following tests: (i) you are a corporate entity (including an association that is taxable as a corporate entity) that is subject to Dutch corporation tax in respect of benefits derived from its Ordinary Shares; (ii) you are resident, or deemed to be resident, in The Netherlands for Dutch corporation tax purposes; (iii) you are not an entity that, although in principle subject to Dutch corporation tax, is, in whole or in part, specifically exempt from that tax; and (iv) you are not an investment institution (beleggingsinstelling) as defined in the Dutch Corporation Tax Act 1969 (Wet op de vennootschapsbelasting 1969). If you are a corporate entity and a holder of Ordinary Shares and if you do not satisfy any one or more of these tests, with the exception of test (ii), your Dutch corporation tax position is not discussed in this document. If you are a corporate entity and a holder of Ordinary Shares that does not satisfy test (ii), please refer to the section ‘‘Taxes on income and capital gains—Non-resident holders of Ordinary Shares’’. Dutch Individuals deriving profits from an enterprise If you are a Dutch Individual and if you derive or are deemed to derive any benefits from Ordinary Shares, including any capital gains realised on the disposal thereof, that are attributable to an enterprise from which you derive profits, whether as an entrepreneur (ondernemer) or pursuant to a co-entitlement to the net value of an enterprise, other than as an entrepreneur or a shareholder, such benefits are generally subject to Dutch income tax at progressive rates. Dutch Individuals deriving benefits from miscellaneous activities If you are a Dutch Individual and if you derive or are deemed to derive any benefits from Ordinary Shares, including any gain realised on the disposal thereof, that constitute benefits from miscellaneous activities (resultaat uit overige werkzaamheden), such benefits are generally subject to Dutch income tax at progressive rates. If you are a Dutch Individual you may, inter alia, derive benefits from Ordinary Shares that are taxable as benefits from miscellaneous activities if your investment activities go beyond the activities of an active portfolio investor, for instance in the case of the use of insider knowledge (voorkennis) or comparable forms of special knowledge. Other Dutch Individuals If you are a Dutch Individual and your situation has not been discussed before in this section ‘‘Taxes on income and capital gains—Resident holders of Ordinary Shares’’, benefits from your Ordinary Shares will be taxed as a benefit from savings and investments (voordeel uit sparen en beleggen). Such benefit is deemed to be 4 per cent. per annum of the average of your ‘‘yield basis’’ (rendementsgrondslag) at the beginning and at the end of the year, insofar as that average exceeds the ‘‘exempt net asset amount’’ (heffingvrij vermogen). The benefit is taxed at the rate of 30 per cent. The value of your Ordinary Shares forms part of your yield basis. Actual benefits derived from your Ordinary Shares, including any capital gains realised on the disposal thereof, are not as such subject to Dutch income tax. Dutch Corporate Entities If you are a Dutch Corporate Entity, any benefits derived or deemed to be derived by you from Ordinary Shares, including any capital gains realised on the disposal thereof, are generally subject to Dutch corporation tax. B. Non-resident holders of Ordinary Shares The summary set out in this section ‘‘Taxes on income and capital gains—Non-resident holders of Ordinary Shares’’ only applies to a holder of Ordinary Shares who is a Non-resident holder of Ordinary Shares. 144 For the purposes of this section, you are a ‘‘Non-resident holder of Ordinary Shares’’ if you satisfy the following tests: a. you are neither resident, nor deemed to be resident, in The Netherlands for purposes of Dutch income tax or corporation tax, as the case may be, and, if you are an individual, you have not elected to be treated as a resident of The Netherlands for Dutch income tax purposes; b. your Ordinary Shares and any benefits derived or deemed to be derived therefrom have no connection with your past, present or future employment, if any; c. your Ordinary Shares do not form part of a substantial interest or a deemed substantial interest in the Company within the meaning of Chapter 4 of the Dutch Income Tax Act 2001, unless such interest forms part of the assets of an enterprise; and d. if you are not an individual, no part of the benefits derived from your Ordinary Shares is exempt from Dutch corporation tax under the participation exemption as laid down in the Dutch Corporation Tax Act 1969. See the section ‘‘Taxes on income and capital gains—Resident holders of Ordinary Shares’’ for a description of the circumstances under which Ordinary Shares form part of a substantial interest or a deemed substantial interest in the Company. If you are a holder of Ordinary Shares and you satisfy test a., but do not satisfy any one or more of tests b., c. and d., your Dutch income tax position or corporation tax position, as the case may be, is not discussed in this document. If you are a non-resident holder of Ordinary Shares you will not be subject to any Dutch taxes on income or capital gains (other than the dividend withholding tax described below) in respect of any benefits derived by you from Ordinary Shares, including any capital gains realised on the disposal thereof, except in the following circumstances. a. If you derive profits from an enterprise, whether as an entrepreneur (ondernemer) or pursuant to a co-entitlement to the net value of such enterprise, other than as an entrepreneur or a shareholder, if you are an individual, or other than as an entrepreneur or a holder of securities, if you are not an individual, which enterprise is either managed in The Netherlands or carried on, in whole or in part, through a permanent establishment or a permanent representative in The Netherlands if your Ordinary Shares are attributable to such enterprise. b. If you are an individual, if you derive benefits from Ordinary Shares that are taxable as benefits from miscellaneous activities in The Netherlands. See the section ‘‘Taxes on income and capital gains—Resident holders of Ordinary Shares’’ for a description of the circumstances under which the benefits derived from Ordinary Shares may be taxable as benefits from miscellaneous activities, on the understanding that such benefits will be taxable in The Netherlands only if such activities are performed or deemed to be performed in The Netherlands. 8.1.2 A. Dividend withholding tax General Dividends distributed by the Company are generally subject to a withholding tax imposed by The Netherlands at a rate of 25%. Under proposed legislation, which is expected to be enacted as of 1 January 2007, this rate will be reduced to 15%. The concept ‘‘dividends distributed by the Company’’ as used in this section ‘‘Dutch Taxation’’ includes, but is not limited to, the following: • distributions in cash or in kind, deemed and constructive distributions and repayments of capital not recognised as paid-in for Dutch dividend withholding tax purposes; • liquidation proceeds and proceeds of repurchase or redemption of Ordinary Shares in excess of the average capital recognised as paid-in for Dutch dividend withholding tax purposes; • the par value of shares issued by the Company to a holder of Ordinary Shares or an increase of the par value of Ordinary Shares, as the case may be, to the extent that it does not appear that a contribution, recognised for Dutch dividend withholding tax purposes, has been made or will be made; and 145 • partial repayment of capital, recognised as paid-in for Dutch dividend withholding tax purposes, if and to the extent that there are net profits (zuivere winst), unless (a) the general meeting of the Company’s shareholders has resolved in advance to make such repayment and (b) the par value of the Ordinary Shares concerned has been reduced by an equal amount by way of an amendment to the Company’s articles of association. B. Dutch Individuals and Dutch Corporate Entities A Dutch Individual (other than an individual who is not resident or deemed to be resident in The Netherlands, but who has elected to be treated as a resident of The Netherlands for Dutch income tax purposes) and a Dutch Corporate Entity generally can credit Dutch dividend withholding tax against their Dutch income tax or Dutch corporation tax liability, as the case may be, and generally is entitled to a refund in the form of a negative assessment of Dutch dividend withholding tax insofar as such tax, together with any other creditable domestic and/or foreign taxes, exceeds their aggregate Dutch income tax or Dutch corporation tax liability, provided that, in the case of a Dutch Corporate Entity, (i) the dividends distributed by the Company in respect of which such dividend withholding tax is withheld are included in its taxable profits and (ii) it has timely and duly filed a corporation tax return. In the case of a Dutch Corporate Entity for which dividends distributed by the Company are not included in its taxable profits, the dividend withholding tax withheld thereon is refunded upon a timely and duly filed request. Pursuant to domestic rules to avoid dividend stripping, Dutch dividend withholding tax will only be creditable by or refundable to the beneficial owner (uiteindelijk gerechtigde) of dividends distributed by the Company. A holder of Ordinary Shares who receives proceeds therefrom shall not be recognised as the beneficial owner of such proceeds if, in connection with the receipt of the proceeds, it has given a consideration, in the framework of a composite transaction including, without limitation, the mere acquisition of one or more dividend coupons or the creation of short-term rights of enjoyment of shares (kortlopende genotsrechten op aandelen), whereas it may be presumed that (i) such proceeds in whole or in part, directly or indirectly, inure to a person who would not have been entitled to an exemption from, or who would have been entitled to a smaller reduction or refund of, or credit for, dividend withholding tax than the actual recipient of the proceeds; and (ii) such person acquires or retains, directly or indirectly, an interest in Ordinary Shares or similar instruments, comparable to its interest in Ordinary Shares prior to the time the composite transaction was first initiated. An individual who is not resident or deemed to be resident in The Netherlands, but who has elected to be treated as a resident of The Netherlands for Dutch income tax purposes, may be eligible for relief from Dutch dividend withholding tax on the same conditions as an individual who is a Non-resident holder of Ordinary Shares, as discussed below. See the section ‘‘Dividend withholding tax—General’’ for a description of the concept ‘‘dividends distributed by the Company.’’ See the section ‘‘Taxes on income and capital gains—Resident holders of Ordinary Shares’’ for a description of the terms Dutch Individual and Dutch Corporate Entity. C. Non-resident holders of Ordinary Shares If a Non-resident holder of Ordinary Shares is resident in The Netherlands Antilles or Aruba or in a country that has concluded a double tax treaty with The Netherlands, such holder may be eligible for a full or partial relief from the dividend withholding tax, provided such relief is timely and duly claimed. In addition, a qualifying parent company within the meaning of the EU Parent Subsidiary Directive (Directive 90/435/EEC, as amended) is, subject to certain conditions, entitled to an exemption from dividend withholding tax. Pursuant to domestic rules to avoid dividend stripping, dividend withholding tax relief will only be available to the beneficial owner of dividends distributed by the Company. The Dutch tax authorities have taken the position that this beneficial ownership test can also be applied to deny relief from dividend withholding tax under double tax treaties, the tax Arrangement for the Kingdom (Belastingregeling voor het Koninkrijk) and the EU Parent Subsidiary Directive (under proposed legislation, which is expected to be enacted as of 1 January 2007, this test will apply to deny relief under the EU Parent Subsidiary Directive). See the section ‘‘Dividend withholding tax—Dutch Individuals and Dutch Corporate Entities’’ for a description of the term beneficial owner. 146 See the section ‘‘Taxes on income and capital gains—Non-resident holders of Ordinary Shares’’ for a description of the term Non-resident holder of Ordinary Shares. 8.1.3 Gift and inheritance taxes If you acquire Ordinary Shares as a gift (in form or in substance) or if you acquire or are deemed to acquire Ordinary Shares on the death of an individual, you will not be subject to Dutch gift tax or to Dutch inheritance tax, as the case may be, unless: • the donor is, or the deceased was, resident or deemed to be resident in The Netherlands for purposes of gift or inheritance tax (as the case may be); or • the Ordinary Shares are or were attributable to an enterprise or part of an enterprise that the donor or deceased carried on through a permanent establishment or a permanent representative in The Netherlands at the time of the gift or of the death of the deceased; or • the donor made a gift of Ordinary Shares, then became a resident or deemed resident of The Netherlands, and died as a resident or deemed resident of The Netherlands within 180 days after the date of the gift. 8.1.4 Other taxes and duties No Dutch registration tax, transfer tax, stamp duty or any other similar documentary tax or duty will be payable in The Netherlands in respect of or in connection with the subscription, issue, placement, allotment or delivery of the Ordinary Shares. 8.2 US Taxation This summary is based upon the Internal Revenue Code, proposed, temporary and final United States Treasury Regulations promulgated thereunder (‘‘Treasury Regulations’’), judicial decisions, and the Internal Revenue Service’s current administrative rules, practices and interpretations of law, all as in effect on the date of this document, and all of which are subject to change, possibly with retroactive effect. For purposes of this summary, a ‘‘United States Person’’ means a beneficial owner of Ordinary Shares that is, for US federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation created or organised in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate, the income of which is subject to United States federal income taxation regardless of its source, or (iv) a trust if: (a) a court within the United States is able to exercise primary supervision over the administration of such trust, and (b) one or more United States Persons have the authority to control all substantial decisions of such trust. If a partnership holds Ordinary Shares, the United States federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership. A partner of a partnership holding Ordinary Shares should consult its own tax advisors with respect to the Unites States federal income tax consequences of the acquisition and ownership of Ordinary Shares. This summary is only a general discussion and is not intended to be, and should not be construed to be, legal or tax advice to any prospective investor. In addition, this summary does not discuss all aspects of United States federal income taxation that may be relevant to a United States Holder in light of such Holder’s particular circumstances, including certain United States Holders that may be subject to special treatment under the Internal Revenue Code (for example, United States Holders (i) that are tax-exempt organisations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts; (ii) that are financial institutions, insurance companies, real estate investment trusts, regulated investment companies, or brokers, dealers or traders in securities; (iii) that are subject to the alternative minimum tax provisions of the Internal Revenue Code; or (iv) that own Ordinary Shares as part of a straddle, hedging, conversion transaction, constructive sale or other arrangement involving more than one position), United States Holders that already own Ordinary Shares, persons that own (or are deemed to own) 10% or more (by voting power) of the Ordinary Shares and United States Holders that hold Ordinary Shares other than as capital assets or that do not use the US dollar as their financial currency. Further, this summary does not address tax consequences applicable to a holder of equity in a holder of Ordinary Shares. Moreover, this summary does not include any discussion of state, local or non-US income or other tax consequences. THE UNITED STATES FEDERAL INCOME TAX TREATMENT OF THE ORDINARY SHARES IS COMPLEX AND POTENTIALLY UNFAVOURABLE TO UNITED STATES HOLDERS. ACCORDINGLY, EACH UNITED STATES HOLDER WHO ACQUIRES ORDINARY SHARES UNDER THIS ADMISSION 147 DOCUMENT IS STRONGLY URGED TO CONSULT HIS, HER OR ITS OWN TAX ADVISOR WITH RESPECT TO THE UNITED STATES FEDERAL, STATE, LOCAL AND NON-US INCOME, ESTATE AND OTHER TAX CONSEQUENCES OF THE ACQUISITION OF ORDINARY SHARES, WITH SPECIFIC REFERENCE TO SUCH HOLDER’S PARTICULAR FACTS AND CIRCUMSTANCES. THE UNITED STATES FEDERAL TAX DISCUSSION CONTAINED HEREIN WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTION DESCRIBED HEREIN AND IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY PERSON FOR THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER. PROSPECTIVE INVESTORS SHOULD SEEK ADVICE FROM THEIR OWN INDEPENDENT TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL, STATE AND LOCAL TAX CONSEQUENCES OF AN INVESTMENT IN THE COMPANY BASED ON THEIR PARTICULAR CIRCUMSTANCES. 8.2.1 Passive Foreign Investment Company Treatment The Company is treated as a corporation for United States federal income tax purposes, and the Company believes that it is a ‘‘passive foreign investment company’’ (a ‘‘PFIC’’) for United States federal income tax purposes. In addition, the Company has been advised that all members of the Fund have limited liability under the Italian law and that the Fund has not made the ‘‘check-the-box’’ election under the applicable Treasury Regulations to be classified as other than a corporation for United States federal income tax purposes. Therefore, the Company believes that the Fund should be treated as a corporation for United States federal income tax purposes. If the Fund is treated as a corporation for United States federal income tax purposes, the Company believes that the Fund is also a PFIC. If the Company and the Fund are PFICs, a United States Holder will be treated for United States federal income tax purposes as owning directly the United States Holder’s proportionate amount (by value) of the Units held by the Company and will be considered a US shareholder of the Fund. If the Company or the Fund is a PFIC, a United States Holder will be required to file with its US federal income tax return an annual information return on Internal Revenue Service Form 8621. The tax rules generally applicable to PFICs are very complex and, in some cases, uncertain. Each United States Holder is strongly urged to consult his, her or its own tax advisor with respect to such rules. If a United States Holder is treated under these rules as owning stock of a PFIC, any gain recognised by such Holder upon a sale or other disposition of Ordinary Shares and any gain deemed recognised by such Holder on a disposition (including redemption) of the Units by the Company, generally will be ordinary (rather than capital), and any resulting United States federal income tax may be increased by an interest charge, as discussed further below. Rules similar to those applicable to dispositions generally will apply to certain excess distributions in respect of Ordinary Shares or Units. A United States Holder generally may elect a different United States federal income tax treatment by making a ‘‘qualified electing fund’’ (‘‘QEF’’) election with respect to the Company and the Fund. A. QEF Election A United States Holder may elect, provided that the Company or the Fund provides such Holder with certain information, to have the Company or the Fund treated, with respect to that Holder, as a QEF. A separate QEF election must be made with respect to the Fund if it is a PFIC, because a United States Holder’s QEF election with respect to the Company will not be effective with respect to the Fund. Generally, a QEF election should be made with the filing of Internal Revenue Service Form 8621 with the United States Holder’s federal income tax return. A QEF election must be made by a United States Holder before the due date (with regard to extensions) for such Holder’s tax return for the taxable year for which the election is made and, once made, will be effective for all subsequent taxable years of such Holder unless revoked with the consent of the Internal Revenue Service. (A United States Holder who makes a QEF election with respect to the Company or the Fund is referred to herein as an ‘‘Electing Shareholder’’). The Company generally intends to, upon request, make available (and the Company has been advised that the Fund generally intends to make available upon request) to United States Holders the annual statement currently required by the Internal Revenue Service, which includes information as to the allocation of the Company’s or the Fund’s ordinary earnings and net capital gain among the Ordinary Shares or Units and as to distributions on such Ordinary Shares or Units. Such statement may be used by Electing Shareholders for purposes of complying with the reporting requirements applicable to the QEF election. HOWEVER, NO ASSURANCES CAN BE GIVEN THAT SUCH STATEMENT WILL BE AVAILABLE. 148 An Electing Shareholder will be required to include currently in gross income its pro rata share of the Company’s or the Fund’s annual ordinary earnings and annual net capital gains, if any, in any taxable year that the Company or the Fund is a PFIC. Any income inclusion will be required whether or not such shareholder owns Ordinary Shares or is deemed to own the Units for an entire year or at the end of the Company’s or the Fund’s taxable year. The amount so includable will be determined without regard to the amount of cash distributions, if any, received from the Company. Electing Shareholders will be required to pay tax currently on such imputed income, unless, as described below, an election is made to defer such payment. The amount currently included in income will be treated as ordinary income to the extent of the Electing Shareholder’s allocable share of the Company’s or the Fund’s ordinary earnings and generally will be treated as long-term capital gain to the extent of such Electing Shareholder’s allocable share of the Company’s or the Fund’s net capital gains. An Electing Shareholder will not be eligible for the preferential income tax rate on ‘‘qualified dividend income’’ or the dividends received deduction available for certain corporate dividends with respect to any such income or gain. If the Company has losses for a taxable year, they will not be available to such US Holder and may not be carried back or forward in computing the Company’s ordinary earnings and net capital gain for purposes of these rules in other taxable years. An Electing Shareholder will translate any inclusions required by the QEF election rules based on the averaged exchange rate for the Company’s or the Fund’s taxable year. Amounts recognised by an Electing Shareholder generally will be treated as income from sources outside the United States. Because an Electing Shareholder has already paid tax on them, amounts previously included in income will not be subject to tax when they are distributed to such Electing Shareholder. However, an Electing Shareholder will recognise foreign currency gain or loss attributable to movement in foreign exchange rates between the date when it recognised income under the QEF rules and the date when the income actually is distributed, as ordinary income or loss from the same source as the associated income inclusion. An Electing Shareholder’s tax basis in the Ordinary Shares will increase by any amounts the Electing Shareholder includes in income currently and decrease by any amounts not subject to tax when distributed. A QEF election may cause an Electing Shareholder to recognise income in a taxable year in amounts significantly greater than the actual distributions received from the Company in such taxable year. In certain cases in which the Company does not distribute all of its net earnings in a taxable year, an Electing Shareholder may be permitted to defer the payment of some or all of its taxes with respect to the Company’s income subject to an interest charge on the deferred amount. The QEF election is made on a shareholder-by-shareholder basis, applies to all Ordinary Shares held or subsequently acquired by the Electing Shareholder (or, in the case of a QEF election with respect to the Fund, to all Units deemed to be held or subsequently acquired by the Electing Shareholder) and can only be revoked with consent of the Internal Revenue Service. So long as an Electing Shareholder’s QEF election is in effect with respect to the entire holding period for its Ordinary Shares, any gain or loss realized by such Electing Shareholder on the disposition of such Ordinary Shares held as capital assets ordinarily would be a capital gain or loss. Such capital gain or loss ordinarily would be long-term if such Electing Shareholder had held the Ordinary Shares for more than one year at the time of the disposition. For non-corporate United States Holders, long-term capital gain is generally subject to a maximum federal income tax rate of 15%. Under temporary Treasury Regulations, an individual’s deduction for his proportionate share of the investment expenses of certain ‘‘pass-through’’ entities may be subject to the limitation described below. It is not clear under such Treasury Regulations whether a PFIC for which a QEF election is in effect may be treated as a ‘‘pass-through’’ entity. If these provisions were to apply to the Company or the Fund, each individual Electing Shareholder would be required to include in income an amount equal to his proportionate share of the Company’s or the Fund’s investment expenses and would be permitted a deduction (if otherwise allowable under the Internal Revenue Code) for such expenses to the extent that the amount of such expenses, plus certain other miscellaneous itemized deductions of such shareholder, exceed 2% of such shareholder’s adjusted gross income. B. Non-Electing Shareholders If a QEF election is not made by a United States Holder, or is not in effect with respect to the entire period that such Holder holds (or is treating as holding) Ordinary Shares or Units, then any gain deemed recognised by such Holder on the disposition (including redemption) of the Units by the Company and deemed disposition of the Units by reason of such Holder’s disposition of the Ordinary Shares and any gain on its sale or other disposition of Ordinary Shares (directly or, in certain circumstances, indirectly) 149 generally will be treated as ordinary income realized pro rata over such holding period for such Ordinary Shares or Units. A United States Holder will be required to include as ordinary income in the year of disposition the portion of the gain attributed to such year. In addition, such Holder’s United States federal income tax for the year of disposition will be increased by the sum of (i) the tax computed by using the highest statutory rate applicable to such Holder for each year (without regard to other income or expenses of such Holder) on the portion of the gain attributed to years prior to the year of disposition plus (ii) interest on the tax determined under clause (i), at the rate applicable to underpayments of tax, from the due date of the return (without regard to extensions) for each year described in clause (i) to the due date of the return (without regard to extensions) for the year of disposition. A ‘‘disposition’’ may include, under certain circumstances, transfers at death, gifts, pledges and other transactions with respect to which gain ordinarily is not recognised. Under certain circumstances, the adjustment generally made to the tax basis of property held by a decedent may not apply to the tax basis of Ordinary Shares if a QEF election was not in effect for the deceased United States Holder’s entire holding period. Rules similar to those applicable to dispositions generally apply to excess distributions in respect of an Ordinary Share or Unit (i.e., distributions that exceed 125% of the average amount of distributions in respect of such Ordinary Share or Units received during the preceding three years or, if shorter, during the United States Holder’s holding period prior to the distribution year). Any loss recognised by a non-Electing Shareholder on the disposition of Ordinary Shares generally will be capital loss. The deductibility of capital losses is subject to significant limitations. C. Treatment of Certain Distributions To the extent that a distribution paid on an Ordinary Share to a United States Holder is not an ‘‘excess distribution’’ received by a non-Electing Shareholder, and is not treated as a non-taxable distribution paid from earnings previously included in income by an Electing Shareholder under the QEF rules, such distribution (including amounts withheld in respect of foreign income tax) will be taxable as ordinary income to the extent of the Company’s current or accumulated earnings and profits (as computed on the basis of United States federal income tax principles) and, to the extent the distribution exceeds such earnings and profits, generally will be treated as a non-taxable return of capital to the extent of the tax basis of the Ordinary Share and then as capital gain from the sale or exchange of the Ordinary Share. Dividends on the Ordinary Shares will not be eligible for the maximum 15% United States federal income tax rate generally applicable to dividends paid by a ‘‘qualified foreign corporation’’ to non-corporate United States Holders. In addition, dividends on the Ordinary Shares will not be eligible for the deduction for dividends received by corporations. Dividends on the Ordinary Shares generally will be foreign source income for United States foreign tax credit purposes. Such income generally will be treated as ‘‘passive income,’’ or, in the case of certain United States Holders, ‘‘financial services income.’’ For taxable years beginning after 31 December 2006, such income generally will be treated as ‘‘passive category income,’’ or, in the case of certain United States Holders, ‘‘general category income.’’ The amount of any dividend on the Ordinary Shares paid in foreign currency will equal the United States dollar value of the foreign currency received calculated by reference to the exchange rate in effect on the date the dividend is actually or constructively received by the United States Holder, regardless of whether the foreign currency is converted into United States dollars. If the foreign currency received is not converted into United States dollars on the day of receipt, a United States Holder will have a basis in the foreign currency equal to the United States dollar value on the date of receipt. Any gain or loss that a United States Holder recognises on a subsequent conversion or other disposition of the foreign currency will be treated as United States source income or loss. 8.2.2 A. Additional Rules That May Apply To United States Persons Foreign Tax Credits Subject to complex limitations set forth in the Internal Revenue Code, United States Holders may be entitled to claim a credit against their United States federal income tax liability for foreign income tax withheld or paid, if any, from dividends on the Ordinary Shares. Taxpayers who do not elect to claim foreign tax credits for a taxable year may be able to deduct any such foreign income tax withheld. B. Information Reporting and Backup Withholding United States information reporting requirements and backup withholding tax generally will apply to certain non-corporate holders of Ordinary Shares. Information reporting generally will apply to payments 150 of dividends on, and to proceeds from the sale or redemption of, Ordinary Shares by a paying agent within the United States to a holder of Ordinary Shares (other than an ‘‘exempt recipient,’’ which includes non-US shareholders that provide an appropriate certification and certain other persons). A paying agent or other intermediary within the United States will be required to withhold at a rate of 28% on any payment of proceeds from the sale or redemption of Ordinary Shares within the United States to a United States Holder (other than a corporation or an ‘‘exempt recipient’’) if such shareholder fails to furnish its correct taxpayer identification number or otherwise fails to comply with such backup withholding requirements. Any amounts withheld under the backup withholding rules from a payment to a United States Holder generally may be refunded (or credited against such United States Holder’s United States federal income tax liability, if any) provided the required information is furnished to the Internal Revenue Service. United States Holders should consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for obtaining such an exemption. If information reporting requirements apply to a United States Holder, the amount of dividends paid with respect to such Ordinary Shares will be reported annually to the Internal Revenue Service and such United States Holder. A United States Holder may be required to report, with its tax return for the tax year that includes the date on which the purchase of Ordinary Shares occurs, certain information relating to the purchase of the Ordinary Shares on the Internal Revenue Service Form 926. In the event a United States Holder subject to such reporting fails to file the required form, the United States Holder could be required to pay a penalty equal to 10% of the gross amount paid for the Ordinary Shares (subject to a maximum penalty of US$100,000, except in cases of intentional disregard). United States Holders should consult their tax advisors with respect to this or any other reporting requirement which may apply with respect to their acquisition of Ordinary Shares. 8.3 UK Taxation The following summary is intended only as a general guide to the main UK tax consequences that will apply to holders of Ordinary Shares who are either resident or ordinarily resident in the UK for UK tax purposes or who are carrying on a trade or business in the UK through a permanent establishment, or a branch or agency, who are the beneficial owners of Ordinary Shares and who hold their Ordinary Shares as an investment. The summary is based on current UK tax law and the current published practice of H.M. Revenue and Customs (‘‘HMRC’’). The summary may not apply to certain classes of shareholders, such as dealers in securities. Investors should note that tax law and interpretation can change and that, in particular, the levels and basis of, and reliefs from, taxation may change and may alter the benefits of investment in the Company. This summary is not exhaustive and potential investors should consult their own tax advisers without delay. 8.3.1 A. Taxes on Income and Gains UK resident holders of Ordinary Shares General (i) Offshore Fund The Company, as at the date of this admission document, should not be treated as an ‘‘offshore fund’’ as defined in section 756A of the Income and Corporation Taxes Act 1988 (the ‘‘Taxes Act’’). Accordingly, for the purposes of UK taxation, the provisions of Chapter V of Part XVII of the Taxes Act should not apply. Likewise, the provisions of section 98 of, and Schedule 10 to, the Finance Act 1996 and Part 7 of Schedule 26 to the Finance Act 2002 should not apply to corporate holders of Ordinary Shares. (ii) Transfer of Assets Abroad Sections 739 to 745 of the Taxes Act provide that the income accruing to the Company may be attributed to individuals ordinarily resident in the UK and such income may (in certain circumstances) be subject to UK income tax in the hands of such individuals. These provisions should not apply, however, if any such individual can satisfy HMRC that, either: a. the purpose of avoiding liability to UK taxation was not the purpose or one of the purposes of his or her investment in the Company; or b. the investment was a bona fide commercial transaction and was not designed for the purpose of avoiding UK taxation. 151 (iii) Controlled Foreign Companies Legislation The legislation applicable to controlled foreign companies may apply to any corporate holder of Ordinary Shares who is resident in the UK for UK tax purposes if any such holder of Ordinary Shares has ‘‘control’’ (as defined in section 755D of the Taxes Act) of the Company. Pursuant to sections 747 to 756 of the Taxes Act, part of any undistributed income accruing to the Company may be attributed to such a holder of Ordinary Shares, and may in certain circumstances be chargeable to UK corporation tax in the hands of the holder. However, this will only apply if the apportionment to that holder (when aggregated with persons connected or associated with it) is at least 25 per cent. of the Company’s relevant profits. (iv) Section 703 of the Taxes Act Under section 703 of the Taxes Act, HMRC may seek to cancel tax advantages from certain transactions in securities. Dividends (i) Individuals Individual holders of Ordinary Shares who are resident or ordinarily resident in the UK for UK tax purposes and who receive a dividend from the Company will be liable to UK income tax on the gross amount of any such dividend, which will be regarded as the top slice of the holder’s income. A UK resident individual holder who is liable to UK income tax at the lower or basic rate will be subject to UK income tax on the dividend at a rate of 10 per cent. and a UK resident individual holder liable to UK income tax at the higher rate will be subject to UK income tax on the dividend at a rate of 32.5 per cent. UK resident individuals who are not domiciled in the UK for tax purposes may be entitled to make a claim under section 831 of the Income Tax (Trading and Other Income) Act 2005 for the dividend payments to be charged to tax on the remittance basis. If the claim is successful, the holder will only be liable to income tax on the amount of dividends treated as being received in the UK. In the event that dividends are paid under deduction of Dutch withholding tax, UK resident individual shareholders may be able to obtain a tax credit for all or part of any Dutch tax so withheld in computing their liability to UK income tax. (ii) Companies A corporate holder of Ordinary Shares resident in the UK for UK tax purposes will generally be liable to UK corporation tax on the gross dividend paid by the Company (currently 30 per cent.). In computing its liability to corporation tax, a corporate holder of Ordinary Shares resident in the UK for UK tax purposes may be able to obtain credit for any Dutch tax withheld in respect of the dividend. A UK resident corporate holder of Ordinary Shares may be entitled to a foreign tax credit in respect of Dutch tax paid by the Company, which may be set against its UK corporation tax liability in respect of the dividend and, in certain circumstances, against its liability in respect of other dividends it has received. Capital Gains The disposal by a holder of Ordinary Shares who is either resident or ordinarily resident in the UK for UK tax purposes, or who is not resident or ordinarily resident in the UK for UK tax purposes but carries on a trade, profession or vocation in the UK through a permanent establishment, branch or agency and has used, held or acquired the Ordinary Shares for the purposes of such trade, profession or vocation or such permanent establishment, branch or agency, may, depending on the holder’s circumstances and subject to any available exemptions or relief from tax, give rise to a chargeable gain or an allowable loss for the purpose of the taxation of capital gains. An individual who is not domiciled in the United Kingdom for tax purposes, will be liable to UK capital gains tax only to the extent that chargeable gains made on the disposal of shares are (or are deemed to be) remitted to the UK. If an individual ceases to be resident or ordinarily resident in the UK for UK tax purposes for a period of less than five years and disposes of the Ordinary Shares, in certain circumstances any gain on that disposal may be liable to UK capital gains tax upon that holder becoming once again resident or ordinarily resident in the UK. This paragraph applies only to holders of Ordinary Shares who are resident or ordinarily resident in the UK for UK tax purposes and whose interest (when aggregated with persons connected with them) in the 152 capital gains of the Company exceeds one-tenth. In the event that the Company would be treated as ‘‘close’’ (as defined in sections 414 and 415 of the Taxes Act) if it were resident in the UK, then (under section 13 of the Taxation of Chargeable Gains Act 1992) part of any capital gain accruing to the Company may be attributed to such a holder and may (in certain circumstances) be liable to UK tax on capital gains in the hands of the holder. The part attributed to the holder corresponds to the holder’s proportionate interest in the Company. B. Non-UK resident holders of Ordinary Shares Holders of Ordinary Shares who are not resident or ordinarily resident in the UK for UK tax purposes and who do not carry on a trade, profession or vocation in the UK through a permanent establishment or branch or agency with which the Ordinary Shares are connected will not normally be liable to UK taxation on any dividends from the Company or on any capital gains arising on the sale or other disposal of Ordinary Shares. Such persons should consult their own tax advisers concerning their tax liabilities. 8.3.2 UK stamp duty and stamp duty reserve tax (‘‘SDRT’’) The statements below are intended as a general guide to the current UK stamp taxes position. They do not apply to certain intermediaries who are not liable to stamp duty or SDRT, or to persons connected with depository arrangements or clearance services, who may be liable at a higher rate. The issue of Ordinary Shares by the Company will not generally give rise to a liability to stamp duty or SDRT. The conveyance or transfer on sale of Ordinary Shares outside CREST will not generally be subject to ad valorem stamp duty on the instrument of transfer provided the instrument of transfer is not executed in the UK and there is no matter or thing in relation to such transfer done, or to be done, in the UK. If these conditions are not met, stamp duty would be chargeable at the rate of 0.5 per cent. (rounded up to the nearest £5) on the consideration given for the Ordinary Shares. Similarly, an unconditional agreement to transfer the Ordinary Shares outside CREST will not give rise to a charge to SDRT provided that both (i) the Ordinary Shares are not maintained on a share register in the UK and (ii) the Ordinary Shares are not paired with any UK shares. If these conditions are not met, SDRT will be chargeable at the rate of 0.5 per cent. on the consideration given for the Ordinary Shares. Stamp duty at a fixed rate of £5 per transfer will be payable where an investor wishes to deposit the Ordinary Shares with the depository in order that Depository Interests will be issued under the depository interest arrangements outlined in paragraph 13, Part II of this admission document. It is intended that trading of the Ordinary Shares on AIM will be effected through CREST in the form of Depository Interests. A transfer of these Depository Interests will normally give rise to a 0.5 per cent. charge to SDRT on transfer. Where a SDRT charge arises, payment of stamp duty within six years of the date of an agreement on a transfer executed pursuant to the agreement will generally cancel the charge to SDRT. 9. WORKING CAPITAL The Directors (having made due and careful enquiry) are of the opinion that taking into account the net proceeds of the Offer receivable by the Company and the facilities available to the Company and the Fund, the working capital available to the Company and the Fund is sufficient for its present requirements, that is, for at least 12 months from the date of Admission. 10. CORPORATE GOVERNANCE Corporate Governance On Admission, the Company will have its shares traded on AIM and will not therefore be required to comply with the Combined Code or the Dutch Corporate Governance Code. Nonetheless, the Board recognises that it is in the best interests of the Company and its Shareholders to comply with those principles of corporate governance contained in the Combined Code which are appropriate for a company of its size and activities, taking account of the fact that it is incorporated in The Netherlands, and to support high standards of corporate governance. 153 The Combined Code states that the Board should determine whether a director is independent in character and judgment and whether there are relationships or circumstances which are likely to affect, or could appear to affect, the director’s judgment. Under the provisions of the Combined Code, three of the Company’s five Directors (including the Chairman) would be considered to be independent. The Company has incorporated provisions in its Articles of Association replicating the mandatory offer provisions in the City Code. Board Practices In The Netherlands, it is possible for public limited companies (‘‘naamloze vennootschappen’’ or ‘‘N.V.’’) (other than larger public companies which must operate a two-tier structure) to operate under either a one-tier governance structure or two-tier governance structure. The Company operates a one-tier governance structure with a single board containing Directors. The Board will meet regularly throughout the year. To enable the Board to perform its duties, each Director will have full access to all relevant information. In line with the Combined Code, the Company has established three committees: a remuneration committee, a nomination committee and an audit committee. The members of these committees are appointed from among the independent Directors. The terms of reference of the committees have been supplemented with additional provisions from the Combined Code as applicable to AIM companies (taking into account the guidance for AIM companies issued by the Quoted Companies Alliance in July 2005). 11. LITIGATION The Company has not engaged in, nor is currently engaged in, any litigation or arbitration proceedings nor, so far as the Directors are aware, is any litigation or claim pending or threatened by or against the Company which has, has had or may have a significant effect on the Company’s financial position. 12. CREST AND DEPOSITORY INTERESTS 12.1 Crest and Depository Interests With effect from Admission, Ordinary Shares will be delivered, held and settled in CREST. Pursuant to a method approved by CRESTCo under which transactions in foreign securities may be settled through CREST, the Depository will issue dematerialised Depository Interests representing entitlements to Ordinary Shares. The Depository Interests will be independent securities constituted under English law which may be held and transferred through CREST. The Depository will hold the shares on trust for the Depository Interest holders and this trust relationship is documented in a Deed Poll executed by the Depository in favour of the Depository Interest holders (the ‘‘Deed Poll’’). The Registrar Agreement under which the Company has appointed the Registrar to provide the Depository Interest Services is summarised in paragraph 12.3 below. The Depository Interests will be created pursuant to and issued on the terms of the Deed Poll. Prospective holders of Depository Interests should note that they will have no rights in respect of the underlying shares or the Depository Interests representing them against CRESTCo or its subsidiaries Shares will be transferred by a Dutch notarial deed to an account for the Depository to its nominated custodian (the ‘‘Custodian’’) and the Depository will pass on to the holders of Depository Interests any cash or other benefits received by it as holder of Ordinary Shares. Depository Interest holders will also receive notices of meetings of holders of Ordinary Shares and other notices issued by the Company to its Shareholders and received by the Registrar, acting as depository. The Depository Interests will have the same security code (ISIN) as the underlying Ordinary Shares and will not require a separate application for Admission. Participation in CREST is voluntary and Shareholders who wish to hold their Ordinary Shares in registered form may do so. They will not, however, be able to settle their Ordinary Shares through CREST and will have their holding recorded on the Company’s share register in The Netherlands. 154 Application has been made by the Registrar for the Depository Interests, representing the Ordinary Shares through CREST. 12.2 Depository Interest—Terms of the Deed Poll Prospective subscribers for and purchasers of the Offer Shares are referred to the Deed Poll dated 10 October 2006 available for inspection at the offices of Paul, Hastings, Janofsky & Walker (Europe) LLP, 88 Wood Street, London EC2V 7AJ. In summary, the Deed Poll contains, among other things, provisions to the following effect which are binding on all holders of Depository Interests: 12.2.1 The Depository will hold (itself or through the Custodian), as bare trustee, the underlying securities issued by the Company and all and any rights and other securities, property and cash attributable to the underlying securities pertaining to the Depository Interests for the benefit of the holders of the relevant Depository Interests. 12.2.2 Holders of Depository Interests warrant, among other things, that the securities in the Company transferred or issued to the Custodian on behalf of the Depository are free and clear from all liens, charges, encumbrances or third party interests and that such transfers or issues are not in contravention of the Articles of Association or any relevant contractual obligation, law or regulation. 12.2.3 The Depository (or its Custodian) must pass onto holders of Depository Interests and exercise on behalf of holders of Depository Interests all rights and entitlements received or to which they are entitled in respect of the underlying securities which are capable of being passed on or exercised. Rights and entitlements to cash distributions, to information, to make choices and elections and to call for, attend and vote at meetings shall, subject to the Deed Poll, be passed on in the form in which they are received, together with any amendments and additional documentation necessary to effect such passing-on or, as the case may be, exercised in accordance with the Deed Poll. 12.2.4 The Deed Poll contains provisions excluding and limiting the Depository’s liability. For example, the Depository is not liable to any holder of Depository Interests or any other person for liabilities in connection with the performance or non-performance of obligations under the Deed Poll or otherwise except as may result from its negligence, wilful default or fraud or that of any person for whom it is vicariously liable, provided that the Depository shall not be liable for the negligence, wilful default or fraud of any Custodian or agent which is not a member of its group unless it has failed to exercise reasonable care in the appointment and continued use of such Custodian or agent. Furthermore, the Depository’s liability to a holder of Depository Interests will be limited to the lesser of (a) the value of the Ordinary Shares and other deposited property properly attributable to the Depository Interests to which the liability relates and (b) that proportion of £10 million which corresponds to the portion which the amount the Depository would otherwise be liable to pay to the holder of Depository Interests bears to the aggregate of the amounts that the Depository would otherwise be liable to pay to all or any holders of Depository Interests in respect of the same act, omission or event which gave rise to such liability or, if there are no such amounts, £10 million. 12.2.5 The Depository is entitled to charge holders of Depository Interests fees and expenses for the provision of its services under the Deed Poll. The Depository is not liable for taxes, duties, charges, costs or expenses which may become payable in respect of the Ordinary Shares or other deposited property or the Depository Interests. 12.2.6 Each holder of Depository Interests is liable to indemnify the Depository and any Custodian (and their agents, officers and employees) against all liabilities arising from or incurred in connection with, or arising from any act related to, the Deed Poll so far as they relate to the property held for the account of Depository Interests held by that holder, other than those resulting from the wilful default, negligence or fraud of the Depository or Custodian, or if the Depository has failed to exercise reasonable care in the appointment and continued use of such Custodian or agent and in certain other circumstances. 12.2.7 The Depository may terminate the Deed Poll by giving not less than 30 days’ prior notice to the holders of Depository Interests. Upon such notice, each holder shall be deemed to have requested the cancellation of their Depository Interests and, subject to completion of the transfer procedures, the withdrawal of their deposited property. If any Depository Interests 155 remain outstanding after termination, the Depository may, at its discretion, sell all or part of such deposited property and request the removal of the Depository Interests from CREST. It shall, as soon as reasonably practicable, deliver the net proceeds of any such sale, after deducting any sums due to it, together with any other cash held by it under the Deed Poll, pro rata to holders of Depository Interests in respect of their Depository Interests. 12.2.8 The Depository or the Custodian may require from any holder information as to the capacity in which Depository Interests are owned or held and the identity of any other person with any interest of any kind in such Depository Interests or the underlying Ordinary Shares and the holders are bound to provide such information requested. In addition, if and to the extent that, among other things, the Articles require disclosure to the Company of, or limitations in relation to, beneficial or other ownership of, or interests of any kind whatsoever in, the Company’s shares) (including but not limited to proof as to whether or not it, or any other person with any interest of any kind in such Depository Interests, are or would be NonQualifying Shareholders if they held Ordinary Shares directly), the holders of Depository Interests must comply with such provisions and with the Company’s instructions with respect to them. 12.2.9 The Deed Poll provides that if Depository Interests are owned directly or beneficially by, or other otherwise for the benefit of, a Non-Qualifying Shareholder (or a person who would be a Non-Qualifying Shareholder if such person held Ordinary Shares directly), (i) the holder shall be deemed to have requested the cancellation of its Depository Interests and is obliged to convert its Ordinary Shares into registered form by completing the transfer procedure set out in the Deed Poll. Such a transfer procedure requires the execution of a notarial deed in The Netherlands and the costs associated with this may exceed A750. Once the transfer procedures are completed and the holder becomes the registered shareholder of such Ordinary Shares, the compulsory transfer provisions in the Articles of Association will apply to such Ordinary Shares, (ii) in the event that the holder fails to complete the transfer procedures within the relevant time period (x) the Depository may exercise certain rights and remedies against such holder which may include, but are not limited to, selling or transferring the relevant Depository Interests or the Ordinary Shares held on such holder’s behalf, (y) the voting rights attaching to the Ordinary Shares held on such holder’s behalf may be suspended and (z) the compulsory transfer provisions in the Articles of Association will apply to such Ordinary Shares held by the Depository on such holder’s behalf. 12.2.10 If the Depository is obliged, under the Articles, to transfer Ordinary Shares or such Ordinary Shares are compulsorily transferred by the Company, under the Articles because the holder of the relevant Depository Interests (or any person holding an interest in such Depository Interests) is a Non-Qualifying Shareholder (or would be if he or she held Ordinary Shares directly), the Depository is not obliged to pass on to, or exercise on behalf of, the relevant holder any rights the Depository may have under the Articles to request the Company to have one or more independent experts appointed by the Company to review the purchase price of the transfer and the holder is deemed to have accepted such purchase price as the Final Purchase Price. In such event, the Depository’s sole obligation is to deliver the net proceeds to any such transfer to the Depository Interest holder, after deducting any sums then due to the Depository, together with any other cash then held by it under the Trust Deed. 12.3 Depository Interests—Terms of Registrar Agreement The terms of the Registrar Agreement dated 9 October 2006 between the Company and the Registrar (the ‘‘Registrar Agreement’’) under which the Company appoints the Registrar to maintain the Company’s register in Jersey and provide certain other services as are summarised below: 12.3.1 The Registrar will perform various services in their capacity as registrar, including maintenance of the branch share register; maintenance of dividend instruction records; certification and registration of share transfers; preparation and despatch of dividend warrants; supplying to the Company, as soon as reasonably practicable, all necessary information so that the register is open for inspection at the registered office of the Company; and arranging for the provision of facilities for the holding of general meetings including the distribution of ballot papers in the event of a poll, and the provision of scrutineers of any vote, if required. 156 12.3.2 The Registrar Agreement can be terminated upon the expiry of not less than three months’ notice given by the Company to the Registrar, such notice to expire no earlier than, upon the expiry of not less than three months’ notice given by the Registrar to the Company, or at any time if either party commits a material breach of its obligations. The Registrar is not liable to the Company for any loss sustained by the Company for whatever reason provided that the Registrar remains liable for any loss arising as a result of fraud, negligence or wilful default by them. 13. MISCELLANEOUS 13.1 Save as disclosed in this document there are no patents or other intellectual property rights, licences or financial or commercial contracts which are of fundamental importance to the Company’s business. 13.2 The expenses of the Offer and Admission are estimated to be A13.5 million, including VAT (where applicable), and are payable by the Company. 13.3 Except for fees payable to (i) the professional advisers whose names are set out on pages 12 and 13 above or payments to trade suppliers; (ii) fees in an amount of approximately £16,800 payable to Slaughter and May for the provision of certain UK legal advice; (iii) fees in an amount of approximately £18,580 payable to Kimbells Solicitors in connection with advice provided to certain independent members of the Board of Directors of the Company and (iv) fees in an amount of approximately £36,710 to De Brauw Blackstone Westbrook for the provision of certain legal advice, no person has received any fees, securities in the Company or other benefit to a value of £10,000 or more, whether directly or indirectly, from the Company within the 12 months preceding the application for Admission, or has entered into any contractual arrangement to receive from the Company, directly or indirectly, any such fees, securities or other benefit on or after admission. 13.4 Save as disclosed in this document, there has been no significant change in the financial or trading position of the Company since 30 June 2006, the date to which its accountant’s report has been drawn up. 13.5 With the exception of any arrangements summarised in paragraph 5.5 of Part VIII neither the Company nor the Fund has been a party to any transactions with related parties which where material to the Company or the Fund, as applicable. 13.6 Where information has been sourced from a third party, the Company confirms that this information has been accurately reproduced and as far as the Company is aware and is able to ascertain from the information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. 13.7 The Company is an investing company for the purposes of the AIM Rules, and will be submitting its investing strategy to its Shareholders on an annual basis. For details of the investing strategy of the Company and the Fund, the Fund Rules and the Fund Manager, the directors of the Company, the Fund Manager and their relevant expertise, see Part III of this document. 13.8 The financial information set out in this document does not constitute statutory accounts. 13.9 Save as disclosed in this document, there are no environmental issues that may affect the Company’s utilisation of the tangible fixed assets. 13.10 The Offer Shares, when paid up, will be available in uncertificated form as registered shares or settled in CREST as Depository Interests. The records in respect of all Ordinary Shares and Depository Interests will be maintained by the Registrar. 13.11 It is expected that the Offer Shares will be issued on 18 October 2006 and CREST accounts will be credited on the date of Admission. 13.12 There have been no public takeover bids by third parties in respect of the Company’s shares which have occurred during either the last financial year or the current financial year. 157 14. SECURITIES LAWS The distribution of this document and the offer of Ordinary Shares in certain jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restriction, including those in the following paragraphs which relate to the United States. Any failure to comply with those restrictions may constitute a violation of the securities laws of any such jurisdiction. This document does not constitute an offer to subscribe for or buy any of the Ordinary Shares to any person in any jurisdiction to whom it is unlawful to make any such offer or solicitation in such jurisdiction. 14.1 United States 14.1.1 General The Offer Shares have not been, and will not be, registered under the Securities Act or the applicable securities laws and regulations of any state of the United States and, subject to certain exceptions, may not be offered or sold in the United States or to or for the account or benefit of US persons (as defined in Regulation S). Accordingly, each of Credit Suisse and Deutsche Bank may offer Offer Shares only through their selling agents to non-US persons reasonably believed to be QIBs or to persons outside the United States in ‘‘offshore transactions’’ pursuant to Regulation S. Further, as described below, there are certain restrictions concerning the Offer Shares which affect potential US investors. These restrictions are (i) a prohibition on investors that are subject to Title I of ERISA or Section 4975 of the Internal Revenue Code from investing in the Offer Shares and (ii) certain restrictions related to resales or other transfers of the Offer Shares. 14.1.2 ERISA Considerations As described below, the Company will prohibit potential investors that are subject to Title I of ERISA or Section 4975 of the Internal Revenue Code from acquiring any Ordinary Shares. General ERISA, and Section 4975 of the Internal Revenue Code, impose certain restrictions on (a) ‘‘employee benefit plans’’ (as defined in Section 3(3) of ERISA), (b) ‘‘plans’’ (as defined in Section 4975(e)(1) of the Internal Revenue Code) that are subject to Section 4975 of the Internal Revenue Code, including individual retirement accounts and annuities or Keogh plans, (c) any entities whose underlying assets include ‘‘plan assets’’ by reason of an investment by a plan described in (a) or (b) in such entities (each of (a), (b) and (c), a ‘‘Plan’’) and (d) persons who have certain specified relationships to Plans (‘‘Parties in Interest’’ under ERISA and ‘‘Disqualified Persons’’ under the Internal Revenue Code). Moreover, based on the reasoning of the US Supreme Court in John Hancock Life Ins. Co. v. Harris Trust and Sav. Bank, 510 US 86 (1993), an insurance company’s general account may be deemed to include assets of the Plans investing on the general account (e.g., through the purchase of an annuity contract), and such insurance company might be treated as a Party in Interest with respect to a Plan by virtue of such investment. ERISA also imposes certain duties on persons who are fiduciaries of Plans subject to ERISA, and ERISA and Section 4975 of the Internal Revenue Code prohibit certain transactions between a Plan and Parties in Interest or Disqualified Persons with respect to such Plan. Violations of these rules may result in the imposition of excise taxes and other penalties and liabilities under ERISA and the Internal Revenue Code. The US Department of Labor (the ‘‘DOL’’) has promulgated regulations, 29 C.F.R. §2510.3-101 (the ‘‘Plan Asset Regulations’’) describing what constitutes the assets of a Plan with respect to the Plan’s investment in an entity for purposes of the fiduciary responsibility provisions of Title I of ERISA and Section 4975 of the Internal Revenue Code. Under the Plan Asset Regulations, if a Plan invests in an ‘‘equity interest’’ of an entity that is neither a ‘‘publicly offered security’’ nor a security issued by an investment company registered under the US Investment Company Act of 1940 (the ‘‘Investment Company Act’’), the Plan’s assets are deemed to include both the equity interest itself and an undivided interest in each of the entity’s underlying assets, unless it is established that the entity is an ‘‘operating company’’ or that equity participation by ‘‘benefit plan investors’’ is not ‘‘significant’’. The Ordinary Shares will constitute ‘‘equity interests’’ in the Company for purposes of the Plan Asset Regulations; the Company will not be registered under the Investment Company Act; the Ordinary Shares are not ‘‘publicly offered securities’’ for the purposes of the Plan Asset Regulations; and it is not likely that the Company will qualify as an ‘‘operating company’’ for purposes of the Plan Asset Regulations. Therefore, if equity participation in the Ordinary Shares by Benefit Plan Investors (as defined below) is 158 ‘‘significant’’ within the meaning of the Plan Asset Regulations, the assets of the Company could be deemed to be the assets of Plans investing in the Ordinary Shares. If the assets of the Company were deemed to constitute the assets of an investing Plan, (i) transactions involving the assets of the Company could be subject to the fiduciary responsibility and prohibited transaction provisions of ERISA and Section 4975 of the Internal Revenue Code, (ii) the assets of the Company could be subject to ERISA’s reporting and disclosure requirements, (iii) the fiduciary causing the Plan to make an investment in the Ordinary Shares could be deemed to have delegated its responsibility to manage the assets of the Plan, (iv) it is not clear whether Section 404(b) of ERISA, which generally provides that no fiduciary may maintain the indicia of ownership of any assets of a Plan outside the jurisdiction of the district courts of the United States would be satisfied or any of the exceptions to this requirement set forth on 29 C.F.R. Section 2550.404b-l would be available, (v) the fiduciary making an investment in the Company on behalf of a Plan could be deemed to have improperly delegated its asset management responsibility, and (vi) the Fund Manager will be an ERISA fiduciary. Under the Plan Asset Regulations, equity participation in an entity by Benefit Plan Investors is ‘‘significant’’ on any date if, immediately after the most recent acquisition of any equity interest in the entity, 25% or more of the value of any class of equity interest in the entity is held by Benefit Plan Investors (the ‘‘25% Threshold’’). The term ‘‘Benefit Plan Investor’’ is defined in Section 3(42) of ERISA to include any (i) ‘‘employee benefit plan’’ subject to Title I of ERISA, (ii) ‘‘plan’’ (as defined in Section 4975(e)(1) of the Internal Revenue Code), subject to Section 4975 of the Internal Revenue Code, including without limitation individual retirement accounts and Keogh plans, or (iii) entity whose underlying assets include plan assets by reason of such an employee benefit plan’s or plan’s investment in such entity, including without limitation, as applicable, an insurance company general account. For purposes of making determinations under the 25% Threshold, (i) the value of any Ordinary Shares held by a person (other than a Benefit Plan Investor) that has discretionary authority or control with respect to the assets of the Company or that provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person (each such person or affiliate, a ‘‘Controlling Person’’), is disregarded which, in the case of the Company, will include the Fund Manager and its affiliates, and (ii) only the proportion of an insurance company general account’s equity investment in the Company that represents plan assets is taken into account. Restrictions on Purchase by Benefit Plan Investors The purchase or acquisition of any Ordinary Shares by investors that are Plans subject to Title I of ERISA or Section 4975 of the Internal Revenue Code is prohibited. Accordingly, Benefit Plan Investors using assets of Plans that are subject to Title I of ERISA or Section 4975 of the Internal Revenue Code (including, as applicable, assets of an insurance company general account) or plans, individual retirement accounts, annuities and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Internal Revenue Code will not be permitted to acquire the Ordinary Shares and each investor will be deemed to have represented and agreed by virtue of its acquisition of Ordinary Shares, as applicable, that it is not, and is not acting on behalf of, a person who is a ‘‘plan’’ that is subject to Title I of ERISA or Section 4975 of the Internal Revenue Code or an entity whose underlying assets include ‘‘plan assets’’ as defined in the Plan Asset Regulations as modified by Section 3(42) of ERISA, and that this representation will remain true and correct at all times when the Ordinary Shares are held by the investor. Each purchaser of an Ordinary Share admitted to settlement by means of CREST or otherwise will be deemed to represent and warrant that it is not a Benefit Plan Investor that is using assets of a Plan that is subject to ERISA or Section 4975 of the Internal Revenue Code or a plan, an individual retirement account or other arrangement that is subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Internal Revenue Code. In addition, the Company’s Articles of Association provide that in the event that a purported transfer of any Ordinary Share to a Benefit Plan Investor that is subject to Title I of ERISA or Section 4975 of the Internal Revenue Code could result in the assets of the Company being treated as plan assets that are subject to Title I of ERISA or Section 4975 of the Internal Revenue Code, any Ordinary Shares held by such a Benefit Plan Investor shall be treated as if such Ordinary Shares were transferred to a Non Qualifying Shareholder. For a discussion of transfer restrictions with respect to the Ordinary Shares, see ‘‘Transfer Restrictions’’ below. 159 Special Considerations Applicable to Insurance Company General Accounts Any purchaser that is an insurance company using the assets of an insurance company general account should note that pursuant to regulations issued pursuant to Section 401(c) of ERISA (the ‘‘General Account Regulations’’), assets of an insurance company general account will not be treated as ‘‘plan assets’’ for purposes of the fiduciary responsibility provisions of ERISA and Section 4975 of the Internal Revenue Code to the extent such assets relate to contracts issued to employee benefit plans on or before the ‘‘applicability date’’ of the regulations promulgated under Section 401(c) of ERISA and the insurer satisfies various conditions. The plan asset status of insurance company separate accounts is unaffected by Section 401(c) of ERISA, and separate account assets are treated as the plan assets of any such plan invested in a separate account. 14.1.3 Transfer Restrictions Due to the following restrictions, purchasers of Ordinary Shares in the United States are advised to consult legal counsel prior to making any offer for, resale, pledge or other transfer of the Ordinary Shares. Each purchaser of the Ordinary Shares offered in the United States will be deemed to have acknowledged that it has received a copy of this admission document and such other information as it deems necessary, if any, to make an investment decision and will be deemed to have represented and warranted that (terms used herein that are defined in Rule 144A are used herein as defined therein): (i) it is (i) a QIB or a broker-dealer acting for a QIB, (ii) acquiring such Ordinary Shares for its own account or for the account of one or more QIBs with respect to whom it has the authority to make, and does make, the representations and warranties set forth herein and (iii) is aware and each beneficial owner of such Ordinary Shares has been advised that the sale of Ordinary Shares to it may be being made in reliance on Rule 144A; (ii) it understands that the Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or territory of the United States and are being offered in the United States in reliance on Rule 144A only in a transaction not involving any public offering in the United States within the meaning of the Securities Act. The Purchaser understands and agrees that the Ordinary Shares may not be reoffered, resold, pledged or otherwise transferred except (i) to a person whom the purchaser and any person acting on its behalf reasonably believes is a QIB purchasing for its own account or for the account of a QIB in a transaction meeting the requirements of Rule 144A, (ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), (iii) in an ‘‘offshore transaction’’ in compliance with Rule 903 or Rule 904 of Regulation S, (iv) pursuant to any other exemption from the registration requirements of the Securities Act, subject to the receipt by the Company of an opinion of counsel or such other evidence that the Company may reasonably require that such sale or transfer is in compliance with the Securities Act or (v) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state or territory of the United States or any other jurisdiction. No representation can be made as to the availability of the exemption provided by Rule 144 for resales of the Ordinary Shares and (b) in accordance with all applicable securities laws of the states of the United States; (iii) it acknowledges that the Ordinary Shares (whether in physical, certificated form or in uncertificated form held in CREST) offered and sold hereby are ‘‘restricted securities’’ within the meaning of Rule 144(a)(3) under the Securities Act, and that no representation is made as to the availability of the exemption provided by Rule 144 for resales of Ordinary Shares. The purchaser understands that the Ordinary Shares may not be deposited into any unrestricted depository receipt facility in respect of Ordinary Shares established or maintained by a depository bank, unless and until such time as such Ordinary Shares are no longer restricted securities within the meaning of Rule 144(a)(3) under the Securities Act; (iv) it understands that any offer, sale, pledge or other transfer of the Ordinary Shares made other than in compliance with the above-stated restrictions may not be recognised by the Company; (v) it represents that if, in the future, it offers, resells, pledges or otherwise transfers the shares, it shall notify such subsequent transferee of the transfer restrictions and it will require such transferee to execute a certificate acknowledging the same and it will deliver it to the Company; 160 (vi) it is not an affiliate (as defined in Rule 501(b) under the Securities Act) of the Company, and is not acting on behalf of an affiliate of the Company; (vii) if it is acquiring the Ordinary Shares for the account of one or more investors, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account; and (viii) the Ordinary Shares (to the extent they are in certificated form), unless otherwise determined by the Company in accordance with applicable law, will bear a legend substantially to the following effect: THE SECURITY EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHOM THE SELLER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN EXEMPTION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL OR SUCH OTHER EVIDENCE THAT THE COMPANY MAY REASONABLY REQUIRE THAT SUCH SALE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER JURISDICTION. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR THE RESALE OF THIS SECURITY. FURTHER, NO PURCHASE, SALE OR TRANSFER OF THIS SECURITY MAY BE MADE UNLESS SUCH PURCHASE, SALE OR TRANSFER WILL NOT RESULT IN THE ASSETS OF THE COMPANY CONSTITUTING ‘‘PLAN ASSETS’’ WITHIN THE MEANING OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (‘‘ERISA’’), THAT ARE SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE ‘‘CODE’’). EACH PURCHASER OR TRANSFEREE OF THIS SECURITY WILL BE REQUIRED TO REPRESENT OR WILL BE DEEMED TO HAVE REPRESENTED THAT IT IS NOT, AND IS NOT ACTING ON BEHALF OF, A PERSON WHO IS A ‘‘PLAN’’ THAT IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE, OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE ‘‘PLAN ASSETS’’ AS DEFINED IN 29 C.F.R. 2510.3-101 AS MODIFIED BY SECTION 3(42) OF ERISA, AND THAT THIS REPRESENTATION WILL REMAIN TRUE AND CORRECT AT ALL TIMES WHEN THIS SECURITY IS HELD BY THE INVESTOR AND WILL BE SUBJECT TO RESTRICTIONS IN THE COMPANY’S ARTICLES OF ASSOCIATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THIS SECURITY MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITORY RECEIPT FACILITY IN RESPECT OF ORDINARY SHARES OF THE COMPANY ESTABLISHED OR MAINTAINED BY A DEPOSITORY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THIS SECURITY, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS. Prospective investors are hereby notified that sellers of Ordinary Shares may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. The Company’s Articles of Association provide that each purchaser or transferee of a share will represent and warrant or will be deemed to represent and warrant that it is not, and is not acting on behalf of, a 161 person who is a ‘‘plan’’ that is subject to Title I of ERISA or Section 4975 of the Internal Revenue Code or an entity whose underlying assets include ‘‘plan assets’’ as defined in 29 C.F.R. 2510.3-101, and that this representation will remain true and correct at all times when the Ordinary Shares are held by a shareholder. Any attempted transfer of an Ordinary Share which, if effective, would result in a violation of the foregoing restrictions will result in such person becoming subject to the treatment provided to Non Qualifying Shareholders as described in paragraph 4.16 in this Part VIII. Regulation S Ordinary Shares Each purchaser of the Ordinary Shares offered outside the United States in reliance on Regulation S and each subsequent purchaser of Ordinary Shares outside the United States in resales prior to the date 40 days after the later of the commencement of the Offer and the closing date of the Offer will be deemed to have represented and agreed that it is, at the time of the offer to it of Ordinary Shares and at the time the buy order originated, outside the United States for the purposes of Regulation S (terms used in this paragraph that are defined in Regulation S are used herein as defined therein). In addition, until 40 days after commencement of the Offer, any offer or sale of the Ordinary Shares within the United States by a dealer (whether or not participating in the Offer) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A under the Securities Act or pursuant to another exemption from registration under the Securities Act. The Company, the Underwriters and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations and warranties. 15. AVAILABILITY OF DOCUMENTS Copies of this document will be available free of charge to the public at the offices of Paul, Hastings, Janofsky & Walker (Europe) LLP, 88 Wood Street, London EC2V 7AJ during usual business hours on the date of Admission and on any weekday (Saturdays, Sundays and public holidays excepted) for not less than one month thereafter. Copies of the following documents will be available on the same basis, and at the same times for inspection, at the offices of Paul, Hastings, Janofsky & Walker (Europe) LLP, 88 Wood Street, London EC2V 7AJ from the date of this document until one month after Admission: 15.1 the Articles of Association of the Company; 15.2 the Accountant’s Report set out in Part VI of this document; 15.3 the consent letters referred to in paragraphs 1.2 and 1.3 of this Part VIII; 15.4 the letters of appointment of the Directors referred to in paragraph 5.2 of this Part VIII; 15.5 the Deed Poll referred to in paragraph 12 of this Part VIII above; and 15.6 CBRE Valuation Report. Dated 13 October 2006 162 PART IX SUMMARY OF APPLICABLE DUTCH COMPANY LAW This Part provides an outline of Dutch company law which is applicable to (the holding of) the Ordinary Shares. These provisions may also apply to depository receipts for such shares. Dutch Squeeze-Out Proceedings If a person or company or group of companies (the ‘‘Controlling Entity’’) hold at least 95% of the Company’s issued share capital by nominal value for their own account, Dutch law permits the Controlling Entity to acquire the remaining shares in the Company by initiating proceedings against the holders of the remaining shares. The price to be paid for such remaining shares will be determined by the Enterprise Section (Ondernemingskamer) of the Amsterdam Court of Appeal. A shareholder who holds less than 95% of the shares, but in practice controls the Company’s general meeting of shareholders, could attempt through a legal merger with another company or by subscribing to additional shares in the company (for example in exchange for a contribution of part of its own business) to raise its interest to 95%. Important Board resolutions to be approved by shareholders Resolutions of the Board leading to an important change in the identity or character of the Company will require the approval of the general meeting. This applies to resolutions in respect of: (a) the transfer of most or all of the business; (b) the entry into or termination of any long-term co-operation arrangement (including joint ventures); (c) the acquisition or disposal of participations with a value of at least one third of the balance sheet total as per the most recently adopted annual accounts. Remuneration policy for the members of the Management Board It is a statutory requirement under Dutch law that the Company establishes a policy in respect of the remuneration of the members of the Management Board. This policy must be adopted by the general meeting. The policy will include all aspects of remuneration (including bonuses, stock options, and severance payments). Option and share plans for members of the Management Board must be approved by the General Meeting. The plan must contain a maximum limit on the number of shares and options that may be granted to members of the Management Board and must include all applicable criteria. Right of putting items on agenda of general meeting Persons holding at least 1% of issued share capital have the right to put items on the agenda for a general meeting, on the condition that the Company has received the request not later than the fifteenth day prior to the day of the meeting. The Management Board may refuse such request to put an item on the agenda if this would prejudice the vital interest of the Company. Insider trading Section 46 of the Dutch Act on the Supervision of Securities Transactions 1995 (Wet toezicht effectenverkeer 1995, the ‘‘Dutch Securities Act’’) prohibits an insider to use inside information while performing or effecting transactions in securities, listed on a recognised stock exchange, in or from The Netherlands or a third country. In addition, it is prohibited for anyone, other than an insider, who knows or should reasonably suspect to be in the possession of inside information, to use inside information while performing or effecting transactions in securities in or from The Netherlands or a third country. The above prohibitions also apply when trying to perform or effect transactions in listed securities. The abovementioned prohibitions are equally applicable to—inter alia—(i) securities admitted to trading or for which admittance to trading has been requested on a regulated market of an EEA member state or a third country and to (ii) securities which value relates to the value of the admitted securities. 163 Tipping off Section 46(a) of the Dutch Securities Act contains a prohibition for any person who is in possession of inside information concerning a legal person, company or institution or concerning the trade in securities in respect of that legal person, company or institution, other than as part of his normal duties, profession or position (a) to communicate this inside information to a third party, or (b) to recommend a third party to carry out or to cause to be carried out transactions in such securities. Market abuse Pursuant to Section 46b of the Dutch Securities Act it is prohibited to effectuate a transaction or trade in securities (i) which sends out an incorrect or misleading signal with respect to the supply of, demand for or price of those securities, (ii) in order to keep the price of those securities at an artificial level or, (iii) where deception or deceit is employed; or to intentionally spread information which sends out or may imply an incorrect or misleading signal with respect to the supply of, demand for, or price of securities. Notification requirement Section 47a of the Dutch Securities Act provides that persons who: (a) determine the day-to-day policy of the company, (b) supervise the day-to-day policy of the company, (c) have a key function in the company which enables them to take decisions related to the future developments and business prospects of the company and therefore often have knowledge of inside information or (d) are designed in a regulation promulgated under the Dutch Securities Act (‘‘Related Persons’’), should, ultimately on the fifth business day after the date of the transaction, report to the company or the AFM, all securities transactions with respect to the company, carried out or caused to be carried out for their own account. The notification may be postponed until the moment the value of the aggregated transactions exceeds A5,000 whereby transactions, carried out for the account of Related Persons should be added to the value of the transactions carried out by persons mentioned under (a), (b) and (c) above. In conformity with Section 47f of the Dutch Securities Act, the Company will adopt insider regulations, containing rules governing the possession of and transactions in the Ordinary Shares by its managing directors, supervisory directors, managers and employees. Register and sanctions The AFM keeps a register of all notifications made pursuant to the Dutch Securities Act, which register is open for public inspection. Non-compliance with the reporting requirements under the Dutch Securities Act constitutes an economic offence under the Dutch Economic Offences Act (Wet economische delicten). Non-compliance may be punished with criminal fines, administrative fines, imprisonment and other sanctions. 164 PART X VALUATION REPORT Milan, 13 October 2006 The Board of Directors Spazio Investment N.V. Herengracht 208 1016BS Amsterdam The Netherlands 2JUN200621533855 CB Richard Ellis Professional Services SpA Via del Lauro 5/7 20121 Milano Credit Suisse Securities (Europe) Limited (the ‘‘Joint Lead Manager and Nominated Adviser’’) One Cabot Square London E14 4QJ United Kingdom Tel. 02.655670.1 Fax 02.655670.50 [email protected] www.cbre.com Deutsche Bank AG London (the ‘‘Joint Lead Manager’’) Winchester House 1 Great Winchester Street LONDON EC2N 2DB United Kingdom Dear Sirs, VALUATION OF SPAZIO INVESTMENT PORTFOLIO 1. INSTRUCTIONS In accordance with your instructions and authorisation letter we have been appointed to undertake the valuation of the properties listed in the attached Schedules (the ‘‘Properties’’) in order to advise you of our opinion of the market value of the Company’s freehold or leasehold interests in each of those Properties. 2. COMPLIANCE WITH APPRAISAL AND VALUATION STANDARDS The valuations prepared are in accordance with the definition of Market Value as defined in the RICS Appraisal and Valuation Standards, 5th Edition (the ‘‘Red Book’’). We have carried out the valuation as at 30 June 2006. All Properties have been inspected but not measured, since it was agreed that we were to rely on the floor areas provided. We have performed our valuation on the basis of data provided by the Company and we have not carried out any further verification on this data. Our report will contain the bases and assumptions on which our valuation is based. 3. STATUS OF VALUER AND CONFLICTS OF INTEREST We confirm that we have undertaken the valuations acting as External Appraisers as defined in the Red Book, qualified for the purpose of the valuation. 4. PURPOSE OF THE VALUATION REPORT We understand that this valuation report and the Schedules (the ‘‘Valuation Report’’) are required firstly, to confirm the current Market Value of the Properties to the directors of the Company, and secondly, for its inclusion in an AIM admission document which investors will rely on in making their decisions to invest in the Company. 165 5. BASIS OF VALUATION Unless otherwise stated within the report, we adopt ‘‘Market Value’’ (MV) and its interpretative commentary as the basis of valuation in accordance with the current Practice Statements of the Appraisal and Valuation Standards. The MV is defined as follows: Market Value (MV)—the best price, at which the sale of an interest in property would have been completed unconditionally for cash consideration on the date of valuation, assuming: 6. a) a willing seller; b) that, prior to the date of valuation, there had been a reasonable period (having regard to the nature of the property and the state of the market) for the proper marketing of the interest, for the agreement of price and terms and for the completion of the sale; c) that the state of the market, level of value and other circumstances were, on any earlier assumed date of exchange of contracts, the same as on the date of valuation; d) that no account is taken of any additional bid by a prospective purchaser with a special interest; e) that both parties to the transaction had acted knowledgeably, prudently and without compulsion. ASSUMPTIONS IN RESPECT OF THIS VALUATION REPORT This valuation has been carried out according to the instructions received and on the basis of the building documentation supplied to us by the Company. However, there are a number of limitations inherent to this certificate which we should point out and which can be summarised as follows: a) We have not had direct access to the title deeds of the Properties, though we have had access to the legal due diligence reports which confirm the congruity and availability of the Properties’ documentation. We have made an assumption that the Properties have good and marketable freehold or leasehold title in each case and that the Properties are free from rights of way or easements, restrictive covenants, disputes or onerous or unusual outgoings. b) No research has been carried out relating to the cadastral, mortgage or other situations. No legal, fiscal or financial aspects have been considered other than those explicitly quoted below. c) We have made an assumption that the Properties are free from any rot, infestation, adverse toxic chemical treatments, and structural or design defects, as is apparent from the relevant surveys. d) We have not arranged for investigations to be made to determine whether high alumina cement concrete, calcium chloride additive or any other deleterious materials have been used in the construction or any alterations of any of the Properties. For the purposes of these valuations, unless otherwise informed by the Company’s advisers, we have made an assumption that any such investigation would not reveal the presence of such materials in any adverse condition. e) No mining, geological or other investigations have been undertaken to certify that the sites of the Properties are free from any defect as to foundations. We have made an assumption that the load bearing qualities of the sites of the Properties are sufficient to support the buildings constructed thereon. We have also made an assumption that there are no abnormal ground conditions, nor archaeological remains present, which might adversely affect the present or future occupation, development or value of any of the Properties. f) No tests have been carried out as to electrical, electronic, heating, plant and machinery, equipment or any other services, nor have the drains been tested. We have made an assumption that all services to the Properties are functioning satisfactorily. g) No allowance has been made in these valuations for any items of plant or machinery not forming part of the service installations of the Properties. We have specifically excluded all items of plant, machinery and equipment installed wholly or primarily in connection with the occupants’ businesses. We have also excluded furniture and furnishings, fixtures, fittings, vehicles, stock and loose tools. Further, no account has been taken in our valuations of any goodwill that may arise from the present occupation of any of the Properties. 166 h) We have not done any investigation nor have we seen any reports in relation to the presence or potential presence of contamination in land or buildings, and we assume that if investigations were made to an appropriate extent then nothing would be discovered sufficient to affect value. We have not carried out any investigation into past uses, either of the Properties or any adjacent land to establish whether there is any potential for contamination from such uses or sites, and have therefore assumed that none exists. i) We have made an assumption that the buildings have been constructed in full compliance with valid local planning and building regulations approvals, that where necessary the Properties comply with the legal requirements and standards and have all necessary certification and are not subject to any outstanding statutory notices as to their construction, use or occupation. We have made a further assumption that the existing uses of the Properties are duly authorised or established and that no adverse planning conditions or restrictions apply. j) We have read copies of the leases or other related documents provided by the Company’s advisors for the Properties for the purposes of our valuation. We have not undertaken investigations into the financial strength of the tenants. Unless we have become aware by general knowledge, or we have been specifically advised to the contrary we have made an assumption that the tenants are financially in a position to meet their obligations. Unless otherwise informed by the Company’s advisers we have also made an assumption that there are no material arrears of rent or service charges, breaches of covenants, or current or anticipated tenant disputes. However, our valuation reflects the type of tenants actually in occupation or responsible for meeting lease commitments, or likely to be in occupation, and the market’s general perception of their creditworthiness. k) The indications relating to the enquires carried out by us on the local real estate market place represent, in our opinion, the market situation at the date of valuation. However, we cannot exclude the possibility of the presence of further segments of demand and/or supply which may alter, although not significantly, the unit parameters chosen and utilised by us. l) Computation of surfaces and all floor area data have been drawn from the documentation provided by the owner. m) We have not made any adjustments to reflect any liability to taxation that may arise on disposal, nor for any costs associated with disposals incurred by the owner. No allowance has been made to reflect any liability to repay any government or other grants, or taxation allowance that may arise on disposals. 7. n) The capital valuations and rentals included in this Valuation Report are net of any relevant Value Added Tax at the prevailing rate. o) With regard to authorisations relating fire certificates, health and safety, etc. we have not carried out verifications at the relevant authorities and, therefore, we cannot accept any responsibility with regards to these authorisations. VALUATION CRITERIA Our valuations are made on the appropriate basis in accordance with the previsions and definitions of the Appraisal and Valuation Standards unless otherwise specifically agreed and stated. The valuation will be carried out on the basis of commonly used and accepted valuation criteria: • Comparable or Market method, based on a comparison between the property in question and other, similar properties recently disposed of or acquired on the same or competitive marketplaces. • The Income method, based on the present value of the future potential income to be generated by the property in question, calculated by capitalising this income stream at a market rate. • The Discounted Cash Flow analysis, based on the discounting back of the future cash flows generated by the property over a fixed holding period. At the end of this period, we assume the property value as to be sold at a price obtained by capitalising the final year’s net income at a right market capitalisation rate relating to investments similar to that in question. • Highest and Best Use approach defined as the reasonably probable and legal use of vacant land or an improved property, which is physically possible, legally permissible, financially feasible, and that 167 results in the highest value. Based on the analysis of the land or the properties as if vacant and available to be improved, the highest and best use (‘‘development approach’’) of the appraised real properties is concluded to be residential, office, commercial or industrial space. We have used the Discounted Cash Flow to discount back the investment derived from development or refurbishment. The approach is based on discounting, for a reasonable period, of net incomes deriving from the deduction between incomes and cost of the development. Such a time period has been considered as necessary either to built or refurbish and sell the development in order to reach the maximum and best utilisation of the Property. The above mentioned approaches will be either carried out individually or combined. 8. VALUATION PROCESS In order to value each Property, CB Richard Ellis Professional Services has carried out site inspections at each building to verify property condition at the present time (quality, state of repair, particular characteristics) and the consistency of the information provided by the owner (floor area, use and lease). At the same time we carried out a local real estate market survey in order to gathered all useful data (rental and capital values, stock availability, current market situation, etc.) to formulate correct valuation considerations. Those data have referred to all the different uses included within the subject properties, in order to reach—after the expiry of the in force lease contract—the best asset worth under the assumption of the sale comparison or income approach. Data gathered on the local real estate market have been reconsidered on the basis of single property specific characteristics and used to focus on the potential local market demand for each building. Current lease contract We have considered all information provided by the Company about the economic data of the present lease contracts. The net annual rent for each of the Properties is referred to in the Schedule. Net annual rent is defined for the purposes of this transaction as ‘‘the current income or income estimated by the appraisers: 1. ignoring any special receipts or deductions arising from the property; 2. excluding Value Added Tax and before taxation 3. after making deductions for superior rents (but not for amortisation), and any disbursements including, if appropriate, expenses of managing the property and allowances to maintain it in a condition to command its rent’’. The rental value reflects the terms of the leases where the Properties, or parts thereof, are let at the date of valuation. Where the Properties, or parts thereof, are vacant at the date of valuation, the rental value reflects the rent we consider would be obtainable on an open market letting as at the date of valuation. Monetary data Monetary data used in this analysis (prices, rents, costs, etc.) derive from different sources such as local market survey, our data bank and specialised real estate publications, and they refer to the date of the valuation. As final consideration, all cash flows in this analysis take into account the effect of expected inflation. Rates In our valuation we considered three different rates, as follows: • rate 1 used to discount rent linked to the in force lease contract; • rate 2 used to discount both costs connected to renewal works and future rents (optimisation of the property); • final capitalisation rate, used to capitalise the optimised income stream. 168 Each of these rates consider spread, lack-of-liquidity risk premium and real estate risk premium. Percentage of equity considered is equal to 50%. Areas The present valuation is based on instructions and data given by the Company. We did not measure any of the Properties although based on our physical inspection we could retain the figures provided by the client as reasonably accurate. Special assumptions It is normal procedure in Italy to carry out real estate valuation not considering selling costs. Therefore we did not deduct any cost that could emerge during the selling process such as taxes, legal costs, agency fees etc. We did not consider any money saving or deduction for any kind of direct/indirect taxation. Each building has been appraised individually and not as part of a real estate portfolio. Valuation has been performed according to generally accepted methodologies and criteria and in particular, the following valuation criteria have been applied: Discount Cash Flow Analysis The valuation has been carried out considering the income stream coming from each Property’s rent; at the end of the lease contract (note ‘‘Lease Contract’’ paragraph) we supposed a period of refurbishment works for building renewal or transformation in order to let/sale the available floor area at current market level; in case of a future lease of the Property, the optimised income stream has been finally capitalised. Both refurbishment costs and final capitalised value have been discounted to the present time with specific rates that take into consideration specific risks connected to the operation under analysis. As result of this procedure we defined the value of each single property as a part of a real estate portfolio generating income. We have considered the following elements: • gross annual rent income; • indexation of present rent; • time of occupancy as stated in the lease contract; • renewal investment costs; • time needed for renewal and for the signature of new lease contracts; • new rents at current market level paid by new lessees and/or market value paid by buyers of the Properties; • discount and capitalization rates for each single building on the basis of its location and characteristics. Terminal Value In order to determine the terminal value of the assets, we have considered their highest and best use. We have assumed the tenant will vacate premises at the first tenant break option. At the end of the lease, we have allowed on a per asset basis for a certain time frame to refurbish the assets to its highest and best use. This time frame was estimated by us based on the maintenance condition of each asset and an analysis of the market trend and varies from 1 to 2 years. We have not taken into account any time to obtain planning permission as we have assumed that this would have been obtained by the end of the considered lease period. Considering all the above elements the Discounted Cash Flow analysis has been carried out to determinate the Market Value of each asset. 169 CONCLUSIONS On the basis of above criteria, analysis and methodologies, the Market Value of the subject portfolio as at 30 June 2006 was: Euro 678,960,000.00 (Six Hundred Seventy Eight Million Nine Hundred Sixty Thousand Euro) We attach to this Report the summary schedules reporting asset by asset the location, brief description of the properties, market value and annual rent. FINAL NOTE For the purposes of Schedule Two of the AIM Rules we are responsible for this report as part of the AIM admission document and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the admission document in compliance with Schedule Two of the AIM Rules CB Richard Ellis Professional Services S.p.A. allows the disclosure of this Valuation Report for company purposes as well as for extraordinary operations such as loans request, mergers, acquisitions etc. The contents of this Valuation Report and Schedule may be used only for the purpose of this Valuation Report, which is to form part of the AIM admission document for the Company. Neither the whole nor any part of our report nor any references thereto may be included in the Advisors documents nor published in any way without our prior written approval of the form and context in which it will appear. We trust that this report is satisfactory for your purposes. Respectfully submitted, CB RICHARD ELLIS Professional Services S.p.A. P. Angelo Castelnuovo (President) Francesco Abba (Executive Director) 2JUN200621531672 2JUN200621530066 170 Code Property Description, Age & Tenure Terms of Existing Tenancies Net Passing Rent (E p.a.) Market Value (E) Spazio Industriale Fund Telecom Portfolio 01000026 BEINASCO (TO) Via A Di Nanni, 4 The telephone building is comprised of one floor and a basement and an outdoor green area. It features brick cladding on the façades, stone masonry at ground level, wooden window frames, pitched roof, rolling shutters with metal grids, ceramic tiles in the restrooms, with linoleum and tile flooring. Equipment and machinery are in an adequate state of maintenance and repair. They are present partly on the floor and partly in the basement. Glazed and aluminium mobile partitions are also present on the floor. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into a residential building for its eventual sale. The total building area is 999 sqm broken down as follows: 16 sqm for office use, 895 sqm for TLC equipment and 88 sqm for storage/archives. The property is let to Telecom Italia SpA with a lease contract that expires in 2014. 45,717 720,000 01000182 TORINO Via Giuditta Sidoli, 11/A The telephone building is comprised of four floors and a basement and an outdoor courtyard. It features brown rendered façades with a white string course, pitched roof, wood rolling shutters with metal grids at ground floor level. The property features linoleum flooring, suspended ceilings and raised floors in the office premises. The first floor hosts equipments with mobile partition walls, the second and third floors are for office use. The basement is used as a storage/ archive unit and technological unit. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into office use and market the property for its eventual sale. The total building area is 3,264 sqm and it is entirely let to Telecom Italia SpA with a lease contract that expires in 2014. The areas are broken down as follows: 1,100 sqm for TLC equipment, 1,466 sqm for office use and 698 sqm for storage/archive use. 199,672 3,060,000 01003491 GOZZANO (NO) Via Novara, 7 The telephone building dates back to the 70s and is comprised of twofloors with a basement and an outdoor vehicle area. It features a reinforced concrete bearing frame with pitched roof and rendered façades with clinker cladding, pvc rolling shutters with metal grids at ground floor level, plasterboard partition wall, glazed tile flooring. The property is in an adequate state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into residential use, garage and storage use for its eventual sale. The total building area is 1,322 sqm entirely for TLC equipment use. it is fully let to Telecom Italia SpA with a lease contract that expires in 2011. 60,675 890,000 171 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 01008011 GALLIATE (NO) Vicolo Maggioni, 3 The telephone building dates back to the 70s and is comprised of floors and a basement with an outdoor paved area. Part of the first floor formerly occupied by TCL equipment is now unused. The property features a reinforced concrete bearing frame, pitched roof, rendered façades with clinker cladding,wooden rolling shutters with metal grids at ground floor level, plasterboard mobile partition walls, glazed tile flooring. The property is in an adequate state of maintenance and repair. We have to point out the presence of damp on the first floor ceiling. At the lease contract expiry date we assume refurbishment works in order to reconvert the asset into residential use, garage and storage use for its eventual sale The total building area is 2,119 sqm entirely for TLC equipment use. It is fully let to Telecom Italia SpA with a lease contract that expires in 2014. 79,699 1,210,000 01008094 BELLINZAGO NOVARESE (NO) Via Foscolo, 6 The telephone building dates back to the 60s and it is comprised of two floors and a basement and an outdoor courtyard. It features a reinforced concrete bearing frame pitched roof, rendered façades, plasterboard partition walls, glazed tile flooring. The property is in an adequate state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into residential use, storage and auditorium for its eventual sale. The total building area is 504 sqm entirely for TLC equipment use. It is fully let to Telecom Italia SpA with a lease contract that expires in 2011 25,648 310,000 01009829 SUSA (TO) Corso Inghilterra, 41 The telephone building is comprised of two floors and a basement. It features brick cladding on the façades, pitched roof, wooden window frames with metal grids at ground floor level, gres tile flooring and mobile partition walls on the first floor and linoleum flooring on the floor. It is in an adequate state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into residential use and garage for its eventual sale. The total building area is 1,197 sqm, it is let to Telecom Italia SpA with a lease contract that expires in 2014. The areas are broken down as follows: 46 sqm for office use, 32s sqm for storage/archive use and 1,119 sqm for TLC equipment. 51,290 790,000 01023390 SAN MAURIZIO CANAVESE (TO) Via De Gasperi, 5 The telephone building is comprised of two floors, a basement and an outdoor area with 6 parking spaces. It features brick cladding with stone masonry at ground floor level, double glazing, wooden window frames with metal grids at ground floor level, pitched roof, linoleum flooring. Some of the rooms are left unused. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into residential use and storage use for its eventual sale. The total building area is 638 sqm it is let to Telecom Italia SpA with a double net lease contract that expires in 2011. The areas are broken down as follows: 539 sqm for TLC equipment, 99 sqm for office use. 30,873 470,000 172 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 01027177 VOLPIANO Via Raimondo, 20 The telephone building is comprised of two floors and a basement. It is equipped with an outdoor area used as a car park. It features a reinforced concrete bearing frame, wooden window frames with metal grids at ground floor level, linoleum flooring and industrial flooring. The floor is currently unused. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into residential, retail units, garage and storage unit for its eventual sale The total building area is 954 sqm for TLC equipment use; it is let to Telecom Italia SpA with a lease contract that expires in 2014. 43,215 680,000 01027425 AOSTA Via Montmayeur, 25 The telephone building is comprised of two floors, basement, and an outdoor area used as a car park. It features a reinforced concrete bearing frame with brick cladding, wooden window frames with metal grids at ground floor level, ceramic tile and linoleum flooring. The property mainly hosts TLC equipment. At the lease contract expiry date we assume refurbishment works in order to reconvert the asset into residential, loft, garage for its eventual sale. The total building area is 1,111 sqm 1003 sqm for TLC equipment use and 108 sqm for storage use; it is let to Telecom Italia SpA with a lease contract that expires in 2011. 51,298 900,000 01028068 CERANO (NO) Via Ticino, 4/6 The telephone building dates back to the 60s and it is comprised of one floor and a large outdoor green area. It features a traditional reinforced concrete bearing frame with brick cladding, wooden window frames with metal grids, plasterboard partition walls, glazed tile flooring. The property state of maintenance and repair is adequate. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into residential for its eventual sale. The total building area is 754 sqm, entirely occupied by TLC equipment. The property is let to Telecom Italia SpA with a lease contract that expires in 2011. 35,400 440,000 01031542 LANZO TORINESE Viale Vittorio Veneto, 47 The telephone building is comprised of two floors and a basement and a paved outdoor area. It features pitched roof, brick cladding on the façades, wooden rolling shutters and wooden window frames, linoleum flooring, ceramic tiles in the restrooms. The basement is used as garage and partly occupied by TLC equipment. The floors are used as office and equipment use. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into residential and garage for its eventual sale. The total building area is 2,401 sqm occupied by TLC equipment. The property is let to Telecom Italia SpA with a lease contract that expires in 2014. 87,159 1,350,000 01031765 ARONA (NO) Viale Berrini, 15/17 The telephone building dates back to the 70s and it is comprised of two floors and an outdoor paved area. It features a reinforced concrete bearing frame with rendered façades, pitched roof, wooden window frames with metal grids at ground floor level, glazed tile flooring. At the lease contract expiry date we assume refurbishment works in order to reconvert the asset into office use for its eventual lease. The total building area is 1,428 sqm broken down as follows: 1,146 sqm for TLC equipment, 91 sqm for storage/archive use, 192 sqm for office use. The property is let to Telecom Italia SpA with a lease contract that expires in 2014. 78,056 1,240,000 173 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 01036897 DRUENTO (TO) Via Velasco, 17 The telephone building is comprised of two floors with a basement partly with brick cladding and partly with white rendered façades. The property is equipped with an outdoor paved vehicle area It features reinforced concrete bearing frame, wooden window frames, granite edges and metal grids and stone masonry at ground floor level. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into residential use and garage for its eventual sale. The total building area is 1,328 sqm. The areas are broken down as follows 105 sqm for office use, 209 sqm for garages, 1,014 sqm for TLC equipment. The property is let to Telecom Italia SpA with a lease contract that expires in 2014. 52,006 810,000 01039271 LA THUILE (AO) Via Paolo Debernard The telephone building is comprised of one floor, a basement and an outdoor green area. It features rendered façades and pitched roof, wooden window frames with metal grids. The basement is used as storage unit. At the lease contract expiry date we assume refurbishment works in order to reconvert the asset into residential use and garage for its eventual sale The total building area is 557 sqm occupied by TLC equipment. The property is let to Telecom Italia SpA with a lease contract that expires in 2011. 31,925 560,000 01044230 SAINT VINCENT (AO) Via Circonvallazione, 19 The telephone building is comprised of three floors and a basement, pitched roof covered with slate tiles, rendered façades, wooden window frames and wooden rolling shutters. The premises are mainly occupied by TLC equipment. At the lease contract expiry date we assume refurbishment works in order to reconvert the asset into residential use and storage unit for its eventual sale. The total building area is 2,284 sqm, occupied by TLC equipment. The property is let to Telecom Italia SpA with a lease contract that expires in 2014. 100,880 1,840,000 02000133 CERRO MAGGIORE (MI) The telephone building is comprised Via Micca, 2 of one floor and a basement. It is equipped with an outdoor paved area in the front and a green area in the back. It features a traditional reinforced concrete bearing frame, pitched roof, wooden window frames and pvc rolling shutters, clinker flooring in the equipment premises and linoleum flooring for office spaces, glazed tiles in the restrooms. The property is in an adequate state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into residential use and storage unit for its eventual sale. The total building area is 1,385 sqm entirely occupied by TLC equipment. The property is let to Telecom Italia SpA with a lease contract that expires in 2014. 52,416 820,000 02012286 STEZZANO (BG) Via Simone Mayer, 6 The total building area is 577 sqm. The areas are broken down as follows 61 sqm for office use 516 sqm for TLC equipment. The property is let to Telecom Italia SpA with a lease contract that expires in 2011. 30,809 390,000 The telephone building is comprised of two floors and a basement and a paved and green outdoor area. It hosts TLC equipment, storage and offices. It features a traditional reinforced concrete bearing frame, pitched roof, pvc rolling shutters mobile partition walls. The property is in a good state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to reconvert the asset into residential use, garage and cellar for its eventual sale. 174 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 02012435 BONATE SOTTO (BG) Via G. Rossini, 1 The telephone building is comprised of two floors, a mezzanine floor and a basement. It features pitched roof, rendered façades and a reinforced concrete structure, wooden window frames with metal grids, mobile partition walls, linoleum flooring in the equipment rooms and raised floors in the offices and control room. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into residential use, garage and cellar for its eventual sale. The total building area is 1,000 sqm, 672 sqm for TLC equipment, 292 sqm for office use, 35 sqm for storage/archive use. The property is let to Telecom Italia SpA with a lease contract that expires in 2014. 26,687 400,000 02012682 LOVERE (BG) Via Papa Giovanni XXIII, 9 The telephone building is comprised of two basement floors and one floor. It features rendered façades, wooden window frames and metal grids, linoleum and ceramic tile flooring, aluminium and glazed mobile partition walls. The property, which is in a adequate state of maintenance and repair, is equipped with a fenced green area and a telecommunication antenna. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into residential use, garage and storage for its eventual sale. The total building area is 771 sqm, broken down as follows: 714 sqm for TLC equipment, 20 sqm for office use, 37 sqm for storage/ archives. The property is let to Telecom Italia SpA with a lease contract that expires in 2014. 32,620 450,000 02013904 CHIARI (BS) Via Mellini, 1 The telephone building is comprised of three floors and a basement and an outdoor green area. It features a reinforced concrete bearing frame, rendered façades, wooden window frames and pitched roof; it hosts offices, TLC equipment and it is a good state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into residential use, garage and storage for its eventual lease. The total building area is 2,034 sqm mainly occupied by TLC equipment. The property is let to Telecom Italia SpA with a lease contract that expires in 2014. 102,461 1,740,000 02014902 OLGIATE OLONA (VA) Via Diaz, 8/10 The telephone building dates back to the 70s, it is comprised of one floor and a basement, and an outdoor vehicle area. The property, which is in an adequate state of maintenance and repair, mainly hosts TLC equipment. It features a traditional reinforced concrete bearing frame with pitched roof, brick cladding with stone masonry at ground floor level, plasterboard partition walls, glazed tile flooring. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into residential use, garage and storage for its eventual lease. The total building area is 785 sqm, entirely occupied by TLC equipment. The property is let to Telecom Italia SpA with a lease contract that expires in 2014. 24,841 430,000 175 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 02015099 PARABIAGO (MI) VIA San Michele, 101 The telephone building is comprised of three floors and a small oudoor paved courtyard. It features a reinforced concrete bearing frame, sloping roof, rendered façades, linoleum and ceramic tile flooring, concrete-and-glass concrete blocks instead of windows on one side of the building, wooden window frames and fixed partition walls. The property is in an adequate state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into residential use, garage and storage for its eventual sale. The total building area is 1,273 sqm, broken down as follows: 86 sqm for garage use, 1,035 sqm for TLC equipment, 75 sqm for office use 78 sqm for storage use. The property is let to Telecom Italia SpA with a lease contract that expires in 2014. 66,224 1,090,000 02015164 CASSANO D’ADDA Via Venezia, 9 The telephone building is comprised of two units: one floor and a basement and two floors and a basement. The latter is a recent construction. They feature a reinforced concrete bearing frame with plastic cladding and stone cladding at the bottom of the buildings, double glazing and wooden window frames. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into residential use, garage and storage for its eventual sale. The total building area is 1,102 sqm broken down as follows: 973 sqm for TLC equipment use and 129 sqm for office use. The property is let to Telecom Italia SpA with a lease contract that expires in 2014. 52,812 810,000 02015313 CASTIGLIONE OLONA (VA) Via Rosselli, 6 The telephone building is comprised of one floor and a basement and an outdoor green area. The property dates back to 70s and it mainly hosts TLC equipment. It features a traditional reinforced concrete bearing frame, pitched roof, rendered façades, wooden window frames, plasterboard partition walls, linoleum and glazed tile flooring. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into residential use, garage and storage/ archives for its eventual sale. The total building area is 612 sqm. The property is let to Telecom Italia SpA with a lease contract that expires in 2011. 26,290 340,000 02016493 MOLTENO (LC) Via S. Rocco, 16 The telephone building is comprised of one floor and a basement. It features a traditional reinforced concrete bearing frame, clinker cladding and stone masonry at the botton of the building. At the lease contract expiry date we assume refurbishment works in order to reconvert the asset into residential use, garage and storage/archives for its eventual sale. The total building area is 714 sqm entirely occupied by TLC equipment. The property is let to Telecom Italia SpA with a lease contract that expires in 2011. 38,484 520,000 02017525 VALMADRERA (LC) Via Roma, 51 The telephone building is comprised of three floors, a basement and an outdoor paved courtyard. It features a traditional reinforced concrete bearing frame, plastic cladding and granite at base level on the façades, linoleum and gres tile flooring, pcv window frames with marble window sills. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into residential use, garage and storage/archives for its eventual sale. The total building area is 888 sqm entirely occupied by TLC equipment. The property is let to Telecom Italia SpA with a lease contract that expires in 2011. 64,550 850,000 176 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 02017541 BARZIO (LC) Via Roma, 110 The property is a telephone building comprise two floors, a basement and an outdoor paved area. It features a traditional reinforced concrete bearing frame, with granular plastic cladding on the façades, linoleum and gres tile flooring. The property is in an adequate state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into residential use, garage and storage/ archives for its eventual sale. The total building area is 921 sqm, broken down as follows: storage/archives 23 sqm, TLC equipment 857 sqm, offices 42 sqm.The property is let to Telecom Italia SpA with a lease contract that expires in 2014. 48,448 750,000 02018002 CARAVAGGIO (BG) Via Mazzini, 1 The telephone building is comprised of one floor and a basement and an outdoor green area. It features clinker cladding façades with wooden rolling shutters and wooden window frames with metal grids, pitched roof, linoleum and ceramic tile flooring, mobile partition walls. The property is in a adequate state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into residential use, garage and storage/ cellar for its eventual sale. The total building area is 602 sqm, broken down as follows: 53 sqm for office use and 549 sqm for TLC equipment. The property is let to Telecom Italia SpA with a lease contract that expires in 2011. 26,873 320,000 02031633 CIVATE (LC) Via La Santa, 70 The property is a telephone building divided into two portions. One floor is used as garages and the other is used for the main purpose. There is also a basement and an external vehicle area. It features a reinforced concrete frame with plastered walls and wooden window frames, pitched roof, internal spaces feature the typical standard office finishing. Traditional and adequate fixtures are also present within the building. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into an office building for its eventual lease. The total building area is 1,388 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 574 sqm in the basement, 558 sqm on ground floor, and 256 sqm on first floor. 56,963 840,000 02033258 CASTELLANZA (VA) Via Tito Speri, 5 The property is a telephone building with one floor above ground and a basement level and an external garden. It features a reinforced concrete frame with plastered walls, wooden window frames and a pitched roof. Internal spaces feature the typical standard finishing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 940 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 40 sqm for office use and 900 sqm for TLC machineries. 49,547 720,000 177 Code Property Description, Age & Tenure Terms of Existing Tenancies Net Passing Rent (E p.a.) Market Value (E) 02033415 GAZZADA SCHIANNO (VA) Via Dante Alighieri The property is a telephone building of one floor above ground, two basement levels and an external vehicle area. It features a reinforced concrete frame with brick cladding, rendered façades and a pitched roof. Internal spaces feature the typical standard finishing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,486 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. 71,111 1,070,000 02034611 CHIUDUNO (BG) Via Dante, 6 The property is a telephone building with two floors above ground and an external vehicle area where the telecommunication antenna stands. It features a reinforced concrete frame with plastered walls, rendered façades, pitched roof, internal spaces feature the typical standard finishing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 509 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 26 sqm for office use and 483 spm for TLC machineries. 24,284 290,000 02034728 CALOLZIOCORTE (BG) Via Fratelli Calvi The property is a telephone building of three floors above ground, a basement level and an outdoor vehicle area. It features a reinforced concrete frame with brick cladding, pitched roof, and the internal spaces feature the typical standard finishing according to its use. Traditional and adequate fixtures are also present within the building. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,810 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 221 sqm for office use, 304 sqm for deposits and archives and 1,285 spm for TLC machineries. 97,681 1,580,000 02038174 BALLABIO (LC) Via Mazzini The property is a telephone building with two floors above ground, a basement level and an outdoor vehicle area. It features a reinforced concrete frame with plastered walls, flat roof, and the internal spaces feature the typical standard finishing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 507 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 262 sqm for office use, 245 sqm for TLC machineries. 33,633 480,000 178 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 02042200 COCQUIO TREVISAGO (VA) Contrada Motto Dei Grilli The property is a telephone building of one floor above ground, a basement level, an outdoor vehicle area and a garden. It features a reinforced concrete frame with plastered walls, pitched roof, and the internal spaces feature the typical standard finishing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 852 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The area is entirely used for TLC machineries. 45,151 700,000 02044768 BRIGNANO GERA D’ADDA (BG) Strada Provinciale 121 The property is a telephone building with two floors above ground and a basement level with a garden surrounding it. It features a reinforced concrete frame with plastered walls and a pitched roof. The internal spaces feature the typical standard finishing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 509 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 7 sqm for office use and 502 sqm for TLC machineries. 17,854 220,000 02045070 FIORANO AL SERIO (BG) Via Prato Porta, 10 The property is a telephone building with two floors above ground, a basement level, and an outdoor vehicle area. It features a reinforced concrete frame with plastered walls, pitched roof, and the internal spaces feature the typical standard finishing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,836 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 139 sqm for office use, 9 sqm for deposit and archives and 1,688 sqm for TLC machineries. 65,862 770,000 02047928 ROMANO DI LOMBARDIA (BG) Vicolo degli Orti, 1 The property is a telephone building with two floors above ground, a basement level, and an outdoor vehicle area. It features a reinforced concrete frame with plastered walls, pitched roof, and the internal spaces feature the typical standard finishing of its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 2,073 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 97 sqm at basement level, 989 sqm on ground floor and archives and 986 sqm on second floor. Most of the area is used for TLC machineries. 108,177 1,490,000 179 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 02048256 BERBENNO DI VALTELLINA (SO) Strada Provinciale di Berbenno The property is a telephone building of one floor above ground, a basement level, and a garden surrounding the structure. It features a reinforced concrete frame with plastered walls, pitched roof, and the internal spaces feature typical standard finishing according to its use. Traditional and adequate fixtures are also present within the building. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 767 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 51 sqm for office use and 715 sqm for TLC machineries. 37,206 360,000 02048348 OGGIONO (LC) Via Milano The property is a telephone building of one floor above ground, a basement level, and a garden surrounding the structure. It features a reinforced concrete frame with plastered walls, pitched roof, and the internal spaces feature the typical standard finishing of its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 976 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The area is entirely used for TLC machineries. 49,696 650,000 02049056 VEDANO OLONA (VA) Via I Maggio The property is a telephone building of one floor above ground, a basement level, and a garden surrounding the structure. It features a reinforced concrete frame with plastered walls, pitched roof, and the internal spaces feature typical standard finishing according to its use. Traditional and adequate fixtures are also present within the building. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 595 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The area is entirely used for TLC machineries. 27,952 380,000 02054643 ZOGNO (BG) Via Ruggeri, 14 The property is a telephone building of three floors above ground, a basement level, and an outdoor vehicle area where the telecommunication antenna stands. It features a reinforced concrete frame with plastered walls, pitched roof, and the internal spaces feature typical standard finishing according to its use. Traditional and adequate fixtures are also present within the building. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 1,918 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 614 sqm for office use, 20 sqm for deposit and archives and 1,284 sqm for TLC machineries. 66,106 880,000 180 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 03000778 TRENTO (TN) Via Soprassasso, 9 The property is a telephone building with two floors above ground, a basement level, and an outdoor vehicle area where the telecommunication antenna stands. It features a reinforced concrete frame with plastered walls, pitched roof, and the internal spaces feature typical standard finishing according to its use. Traditional and adequate fixtures are also present within the building. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 820 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 32 sqm for deposit and archives and 788 sqm for TLC machineries. 45,270 720,000 03012435 CAVALESE (TN) Via Marmolaia, 48 The property is a telephone building with two floors above ground, a basement level, and an outdoor vehicle area where the telecommunication antenna stands. There is also a portion of land covered in grass on which an additional building may be built, although its use may be limited only to technological services. It features a reinforced concrete frame with plastered walls, pitched roof, and the internal spaces feature typical standard finishing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 2,435 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 774 sqm at basement level, 1,119 sqm at ground floor and 542 sqm at first floor. 136,326 2,210,000 03023945 MEZZOLOMBARDO (TN) The property is a telephone building Via Devigili, 48 with two floors above ground, a basement level, and an outdoor vehicle area where the telecommunication antenna stands. It features a reinforced concrete frame with plastered walls, flat deck roof, and the internal spaces feature typical standard finishing according to its use. Traditional and adequate fixtures are also present within the building. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 627 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 51 sqm for office use, 37 sqm for deposit and archive and 538 sqm for TLC machineries. 27,013 440,000 181 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 04002899 SAN VITO AL TAGLIAMENTO (PN) Via P. Sarpi, 40 The property is a telephone building with two floors above ground, a basement level, and an outdoor vehicle area where the telecommunication antenna stands. It features a reinforced concrete frame with plastered walls, pitched roof, and internal spaces have typical standard finishing and differs according to its use. Traditional and adequate fixtures are also present within the building. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 723 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 149 sqm for deposit and archives and 573 sqm for TLC machineries. 44,744 550,000 04021709 AZZANO DECIMO (PN) Via Roma, 23 The property is a telephone building with two floors above ground, a basement level, and an outdoor vehicle area where the telecommunication antenna stands. It features a reinforced concrete frame with plastered walls, flat roof deck, and internal spaces have typical standard finishing and differs according to its use. Traditional and adequate fixtures are also present within the building. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into an office building for its eventual sale. The total building area is 870 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are entirely used for TLC machineries. 39,436 580,000 05001750 PORTO VIRO (RO) Corso Risorgimento The property is a telephone building consisting of two adjacent structures both with two floors above ground. It features a reinforced concrete frame with plastered walls, pitched roof, and internal spaces have typical standard finishing and differs according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 946 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 46 sqm for office use, 92 sqm for deposit and archives, and 809 sqm for TLC machineries. 34,545 480,000 05003368 PORTOGRUARO (VE) Via Degli Spalti The property is a telephone building of three floors above ground. It features a reinforced concrete frame with plastered walls, pitched roof, and internal spaces have typical standard finishing and differs according to its use. Traditional and adequate fixtures are also present within the building. The building is in an acceptable state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 725 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are entirely used for TLC machineries. 38,429 570,000 182 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 05003517 VENEZIA (VE) Via Francesconi The property is comprised of two structures: The first is a telephone building of three floors above ground and a basement level. The second is used as an electric cabin with only one floor above ground. They feature reinforced concrete frames with plastered walls, the first has a pitched roof while the second has a flat roof deck. internal spaces have typical standard finishing and differs according to its use. Traditional and adequate fixtures are also present within the building. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 1,934 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 292 sqm for office use, 188 sqm for deposit and archives and 1,454 sqm for TLC machineries. 87,660 1,550,000 05003814 MONTEBELLUNA (TV) Via Manin, 7 The property is a telephone building of three floors above ground, a basement level, and an outdoor vehicle area where the telecommunication antenna stands. It features a reinforced concrete frame with plastered walls, flat roof deck, and internal spaces have typical standard finishing and differs according to its use. Traditional and adequate fixtures are also present within the building. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 4,715 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 1,096 sqm at basement level, 1,665 sqm at ground floor, 1,633 sqm on the first and 321 sqm on the second. 208,003 3,150,000 05004127 VITTORIO VENETO (TV) The property is a telephone building Via C. Battisti, 29 with two floors above ground, a basement level, and an outdoor vehicle area. It features a reinforced concrete frame with plastered walls, flat roof deck, and internal spaces have typical standard finishing and differs according to its use. Traditional and adequate fixtures are also present within the building. The building is in an acceptable state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 1,582 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 530 sqm at basement level, 526 sqm on ground floor and 526 sqm on the first. 76,698 1,100,000 183 Code Property Description, Age & Tenure Terms of Existing Tenancies Net Passing Rent (E p.a.) Market Value (E) 05004333 PONTE NELLE ALPI (BL) The property is a telephone building Via Zattieri, 15 with two floors above ground and an outdoor vehicle area. It features a reinforced concrete frame with plastered walls, flat roof deck, and internal spaces have typical standard finishing and differs according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 590 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 37 sqm for deposit and archives, and 552 sqm for TLC machineries. 18,256 250,000 05013987 VENEZIA (VE) Via Passo Campalto The property is a telephone building with two floors above ground and an outdoor vehicle area. It features a reinforced concrete frame with plastered walls, flat roof deck, and internal spaces have typical standard finishing and differs according to its use. Traditional and adequate fixtures are also present within the building. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 1,000 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 100 sqm for office use, 60 sqm for deposit and archives, and 840 sqm for TLC machineries. 56,449 1,040,000 05015511 VENEZIA (VE) Via Terraglio, 31 The property is a telephone building with two floors above ground and an outdoor vehicle area. It features a reinforced concrete frame with plastered walls, flat roof deck, and internal spaces have typical standard finishing and differs according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 508 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 7 sqm for deposit and archives, and 501 sqm for TLC machineries. 32,419 500,000 05015545 CHIOGGIA (VE) Viale Mediterraneo, 314 The property is a telephone building with two floors above ground. A small portion has three stories, and an outdoor vehicle area. It features a reinforced concrete frame with plastered walls and a flat roof deck with a telecommunication antenna. Internal spaces have typical standard finishing and differs according to its use. Traditional and adequate fixtures are also present within the building. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 1,863 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 124 sqm for office use, 35 sqm for deposit and archives, 1,581 sqm for TLC machineries, and 123 sqm for garages. 93,939 1,720,000 184 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 05015610 MIRA (VE) Via Monte Nero, 6 The property is a telephone building with two floors, a basement and an outdoor vehicle area. The building structure is of mixed type: reinforced concrete with plastered walls. Internal spaces feature the typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 704 sqm and it is entirely let to Telecom Italia spa has a contract that expires in 2014. 39,380 660,000 05019836 IESOLO (VE) Via Cavalieri di Vittorio Veneto, 6 The property is a two floor telephone building with a basement and an outdoor vehicle area. The building structure is of mixed type: reinforced concrete with plastered walls. Internal spaces feature the typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. There is a telecomunication antenna in the courtyard. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 533 sqm and it is entirely let to Telecom Italia spa has a contract that expires in 2011. The areas are broken down as follows: 533 sqm for TLC machineries. 40,067 760,000 05019844 IESOLO (VE) Via Oriente The property is a two floor telephone building with a basement and an outdoor vehicle area. The building structure is of mixed type: reinforced concrete with plastered walls. Internal spaces feature the typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. There is a telecomunication antenna in the courtyard. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 666 sqm and it is entirely let to Telecom Italia spa has a contract that expires in 2011. The areas are broken down as follows: 538 sqm for TLC machineries and 128 sqm for storage units and archives. 38,286 640,000 05019869 IESOLO (VE) Via Duse The property is a three floor telephone building with a basement and an outdoor vehicle area. The building structure is of mixed type: reinforced concrete with plastered walls. 85% of internal spaces feature the typical finishing for technical use and only 15% is the typical standard office finishing divited by mobile partition walls. Traditional and adequate fixtures are also present within the building. There is a telecomunication antenna in the courtyard The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1.643 sqm and it is entirely let to Telecom Italia spa has a contract that expires in 2014. The areas are broken down as follows: 1.643 sqm for TLC machineries. 119,175 1,910,000 185 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 05021196 NOALE (VE) Via Ongari, 35 The property is a two floor telephone building with a basement and an outdoor vehicle area. The building structure is of mixed type: reinforced concrete with plastered walls. Internal spaces feature the typical finishing for technical use, only 15% is for office use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. There is a telecomunication antenna in the courtyard. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 910 sqm for TLC machineries and it is entirely let to Telecom Italia spa has a contract that expires in 2011. 48,172 620,000 05021303 SCORZE’ (VE) Via IV Novembre, 2 The property is a two floor telephone building with a basement and an outdoor vehicle area. The building structure is of mixed type: reinforced concrete with plastered walls. Internal spaces feature the typical finishing for technical use, only the 15% is for office use. Traditional and adequate fixtures are also present within the building. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 633 sqm for TLC machineries and it is entirely let to Telecom Italia spa has a contract that expires in 2011 29,731 430,000 05022111 DOLO (VE) Via Arino, 3 The property is a three floor telephone building with a basement and an outdoor vehicle area. The building structure is of mixed type: reinforced concrete with plastered walls. The 85% of internal spaces feature the typical finishing for technical use and only the 25% is the typical standard office finishing divided by mobile partition walls. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into an office/ commercial building for its eventual lease. The total building area is 1.661 sqm and it is entirely let to Telecom Italia spa has a contract that expires in 2014. The areas are broken down as follows: 1.661 sqm for TLC machineries. 92,894 1,480,000 05022178 PORTOGRUARO (VE) Via Zappetti The property is a two floor telephone building with a basement and an outdoor vehicle area. The building structure is of mixed type: reinforced concrete with plastered walls. Internal spaces feature the typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 620 sqm and it is entirely let to Telecom Italia spa has a contract that expires in 2014. The areas are broken down as follows: 68 sqm for office use and 552 sqm for TLC machineries. 23,832 360,000 186 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 05022665 TRECENTA (RO) Via Manzono, 51 The property is a two floor telephone building with a basement and an outdoor vehicle area. The building structure is of mixed type: reinforced concrete with plastered walls. Internal spaces feature the typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. There is a telecomunication antenna in the courtyard. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 512 sqm and it is entirely let to Telecom Italia spa has a contract that expires in 2014. All the area of 512 sqm is dedicated for TLC machineries. 18,476 270,000 05022749 QUINTO DI TREVISO (TV) Via Ciardi, 101 The property is a two floor telephone building and an outdoor vehicle area. The building structure is of mixed type: reinforced concrete with plastered walls. The internal spaces feature the typical finishing for technical use. The first floor is for residential use with two apartments. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 682 sqm and it is entirely let to Telecom Italia spa has a contract that expires in 2011. The areas are fully occupied by TLC machineries. 29,306 440,000 05022855 SAN VENDEMIANO (TV) The property is a two floor Via Vittorio Veneto telephone building with a basement and an outdoor vehicle area. The building structure is of mixed type: reinforced concrete with plastered walls. The 70% of internal spaces feature the typical finishing for technical use and only the 30% is the typical standard office finishing. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 668 sqm for TLC machineries and it is entirely let to Telecom Italia spa has a contract that expires in 2011. The area is in total of 668 sqm use for TLC machineries. 31,345 490,000 05029199 CAORLE (VE) Via Gritti The total buildings area is 610 sqm and it is entirely let to Telecom Italia spa has a contract that expires in 2014. The areas are broken down as follows: 66sqm for storage units and archives. and 544 sqm for TLC machineries. 22,945 360,000 The property is comprised of of two buildings. The major unit is a two floor telephone building with a basement and an outdoor vehicle area. The second building is used as a storage unit. The building structure is of mixed type: reinforced concrete with plastered walls. Traditional and adequate fixtures are also present within the buildings. There is a telecomunication antenna in the courtyard. The buildings are in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert them into a residential building for its eventual sale. 187 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 06026039 BUSALLA (GE) Via L. Frugone, 12 The property is a three floor telephone building with a basement and an outdoor vehicle area. The building structure is of mixed type: reinforced concrete with plastered walls. Iinternal spaces feature the typical finishing for technical use. Traditional and adequate fixtures are also present within the building. There is a telecomunication antenna in the courtyard. The building is in an average state of maintenance and repair. There is no the elevator. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 586 sqm for TLC machineries and it is entirely let to Telecom Italia spa has a contract that expires in 2011. The areas is of 586 sqm for TLC machineries. 36,268 570,000 06026070 COGORNO (GE) Via Valparasio, 9 The property is a two floor telephone building with a basement and an outdoor vehicle area. The building structure is of mixed type: reinforced concrete with plastered walls. Internal spaces feature the typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. There is not the elevator. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 545 sqm and it is entirely let to Telecom Italia spa has a contract that expires in 2011. The areas are broken down as follows: 65 sqm for storage/archive use and 480 sqm for TLC machineries. 47,018 710,000 06026179 GENOVA Via Emilia, 12 The property is a two floor telephone building with a basement and an outdoor vehicle area. The building structure is of mixed type: reinforced concrete with plastered walls. Internal spaces, feature the typical finishing for technical use. There are 286 sqm dedicated to office use and the rooms are delimitated by mobile partition walls. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,090 Telecom Italia spa has a contract that expires in 2014. The areas are broken down as follows: 286 sqm for office use and 796 sqm for TLC machineries and 7 sqm for storage units and archives. 69,375 1,150,000 06026237 GENOVA Via Antica Romana, 65 The property is a two floor telephone building with a basement and an outdoor vehicle area. The building structure is of mixed type: reinforced concrete with plastered walls. Internal spaces feature the typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 823 sqm and it is entirely let to Telecom Italia spa has a contract that expires in 2011. The area is of 823 sqm for TLC machineries. 57,523 920,000 188 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 06026260 GENOVA Via G. Trossarelli, 4 The property is a two floor telephone building with a basement level and outdoor vehicle area. The building structure is of mixed type: reinforced concrete with plastered walls. Internal spaces feature the typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 574 sqm for TLC machineries and it is entirely let to Telecom Italia spa has a contract that expires in 2014. 32,083 520,000 06026310 GENOVA Salita Chiapparolo, 5 The property is a four floor telephone building with a basement. It features a reinforced concrete frame with brick cladding, rendered façades and wooden window frames, pitched roof, internal spaces feature the typical standard office finishing. Traditional and adequate fixtures are also present within the building. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 1,346 sqm and it is entirely let to Telecom Italia spa has a contract that expires in 2014. 91,379 1,510,000 06026344 LAVAGNA (GE) Via Legnano, 55 The property is a three floor telephone building with a basement and an outdoor vehicle area. The building structure is of mixed type: reinforced concrete with plastered walls. Internal spaces feature the typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. There is no elevator. A telecomunication antenna is present in the courtyard. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 615 sqm for TLC machineries and it is entirely let to Telecom Italia spa has a contract that expires in 2014. 52,756 890,000 06026427 RECCO (GE) Via V. Veneto, 44/46 The property is a three floor telephone building with a basement and an outdoor vehicle area. The building structure is of mixed type: reinforced concrete with plastered walls. Internal spaces feature the typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. There is no elevator. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 965 sqm and for TLC machineries it is entirely let to Telecom Italia spa has a contract that expires in 2011. 89,141 1,390,000 189 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 06026484 SERRA RICCO’ (GE) Via G. Caminata, 1 The property is a three floor telephone building with a basement and an outdoor vehicle area. The building structure is of mixed type: reinforced concrete with plastered walls. Internal spaces feature the typical finishing for technical use. Traditional and adequate fixtures are also present within the building that has no elevator. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a industrial/ production for its eventual sale. The total building area is 704 Telecom Italia spa has a contract that expires in 2011. The areas are broken down as follows: 691 sqm for TLC machineries and 13 sqm for storage units and archives. 43,169 640,000 06030668 COGOLETO (GE) Via della Pace The property is a two floor telephone building with a basement and an outdoor vehicle area. The building structure is of mixed type: reinforced concrete with plastered walls. Internal spaces, feature the typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 849 sqm and for TLC machineries it is entirely let to Telecom Italia spa has a contract that expires in 2011. 70,363 1,050,000 06030825 PIEVE LIGURE (GE) Via XXV Aprile, 233A The property is a two floor telephone building with a basement and an outdoor vehicle area. The building structure is of mixed type: reinforced concrete with plastered walls. Internal spaces, feature the typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 789 sqm Telecom Italia spa has a contract that expires in 2011. The areas are broken down as follows: 774 sqm for TLC machineries and 15 sqm for storage units and archives. 55,130 790,000 06030858 ARENZANO (GE) Via di Francia, 19 The property is a two floor telephone building with a basement and an outdoor vehicle area. The building structure is of mixed type: reinforced concrete with plastered walls. Internal spaces feature the typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a commercial building for its eventual lease. The total building area is 2,550 sqm Telecom Italia spa has a contract that expires in 2014. 141,800 2,160,000 190 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 06030924 RAPALLO (GE) Via S. Maria, 40 The property is a four floor with a basement telephone building with a basement and an outdoor vehicle area. The building structure is of mixed type: reinforced concrete with plastered walls. Internal spaces feature the typical finishing for technical use. The offices are divided by mobile partition walls. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 4,525 sqm Telecom Italia spa has a contract that expires in 2014. 303,600 5,270,000 06601567 GENOVA Via F. Maritano The property is a two floor telephone building an outdoor vehicle area. The building structure is of mixed type: reinforced concrete with plastered walls. Internal spaces feature the typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 810 sqm Telecom Italia spa has a contract that expires in 2014. 57,797 990,000 07000851 FORLI’ (FC) Via F.lli Cangini, 14 The property is a three floor telephone building an outdoor vehicle area. The building structure is of mixed type: reinforced concrete with plastered walls. Internal spaces, feature the typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total buildings area is 672 sqm and it is entirely let to Telecom Italia spa has a contract that expires in 2011. The areas are broken down as follows: 16 sqm for storage units and archives. and 656 sqm for TLC machineries. 46,110 720,000 07002451 CESENA (FC) Via Marzolinio, 1 The property is a four floor with a basement telephone building an outdoor vehicle area. The building structure is of mixed type: reinforced concrete with plastered walls. Internal spaces feature the typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into an office building for its eventual lease. The total buildings area is 4,340 sqm and it is entirely let to Telecom Italia spa has a contract that expires in 2014. The areas are broken down as follows: 1,031 sqm for garage and storage units and archives. and 3,309 sqm for TLC machineries and office. 241,772 3,910,000 191 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 07002758 CESENA (FC) Via Capuana The property is composed of two buildings. A telephone building with two floors, a basement and an outdoor vehicle area, and an office building with two floors. They feature a reinforced concrete frame with brick cladding, clinker cladding façades and wooden window frames, pitched roof, internal spaces feature the typical standard office finishing. Traditional and adequate fixtures are also present within the building. The building is in a good state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into an office building for its eventual lease. The total building area is 1,910 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 426 sqm for office use and 926 sqm for TLC machineries, 411 sqm for storage units and archives and 147 sqm for garages. 94,262 1,350,000 07002766 PIACENZA (PC) Via Bramieri, 10-12 The property is a three floor telephone building with an outdoor vehicle area. It features a reinforced concrete frame with brick cladding, rendered and clinker cladding façades with wooden and aluminium window frames, pitched roof, internal spaces feature the typical standard office finishing. Traditional and adequate fixtures are also present within the building. The building is in a good state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into a warehouse for its eventual lease. The total building area is 1,947 sqm, completely used for TLC machineries, and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. 32,491 580,000 07002915 FORLI’ (FC) Via Eritrea, 7 The property is a three floor telephone building with an outdoor vehicle area. It features a reinforced concrete frame with brick cladding, klinker cladding façades with wooden window frames, pitched roof, internal spaces feature the typical standard office finishing. Traditional and adequate fixtures are also present within the building. The building is in a good state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into a residential use for its eventual sale. The total building area is 869 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 72 sqm for office use and 793 sqm for TLC machineries, 4 sqm for storage units and archives. 38,561 620,000 07002931 CASTROCARO TERME (FC) Via D.Alighieri, 37 The property is a two floor telephone building and an outdoor vehicle area. It features a reinforced concrete frame with brick cladding, klinker cladding façades with wooden window frames, pitched roof, internal spaces feature the typical standard office finishing. Traditional and adequate fixtures are also present within the building. The building is in a fairly good state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into a residential use for its eventual sale. The total building area is 508 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 444 sqm for TLC machineries, 64 sqm for storage units and archives. 28,966 430,000 192 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 07011106 FORLI’ (FC) Via Padulli, 15 The property is a one floor telephone building and an outdoor vehicle area. It features a reinforced concrete frame with brick cladding, rendered façades with wooden window frames, deck roof, internal spaces feature the typical standard office finishing. Traditional and adequate fixtures are also present within the building. The building is in a fairly good state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into office use for its eventual sale. The total building area is 770 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 208 sqm for office use and 393 sqm for TLC machineries, 170 sqm for storage units and archives. 51,026 610,000 07045948 SAN MAURO PASCOLI (FC) Via Cavour The property is a two floor telephone building and an outdoor vehicle area. It features a reinforced concrete frame with brick cladding, rendered façades with wooden window frames, deck roof, internal spaces feature the typical standard office finishing. Traditional and adequate fixtures are also present within the building. The building is in a fairly good state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into a residential and retail use for its eventual sale. The total building area is 520 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 483 sqm for TLC machineries, 36 sqm for storage units and archives. 34,511 480,000 08012047 BIBBIENA (AR) Via D.Alighieri The property is a three floor telephone building and an outdoor vehicle area. It features a reinforced concrete frame with brick cladding, rendered and stone cladding façades with wooden window frames, pitched roof, internal spaces feature the typical standard office finishing. Traditional and adequate fixtures are also present within the building. The building is in a good state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into a residential building for its eventual sale. The total building area is 735 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 691 sqm for TLC machineries, 44 sqm for storage units and archives. 26,964 450,000 08012138 CORTONA (AR) Via Italia, 16 The property is a four floor telephone building and an outdoor vehicle area. It features a reinforced concrete frame with brick cladding, rendered façades with aluminium window frames, deck roof, internal spaces feature the typical standard office finishing. Traditional and adequate fixtures are also present within the building. The building is in a fairly good state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into a residential use for its eventual sale. The total building area is 1,111 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 29 sqm for office use and 1,057 sqm for TLC machineries, 26 sqm for storage units and archives. 56,923 940,000 193 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 08012278 SANSEPOLCRO (AR) Via Del Petreto The property is a two floor telephone building with a basement and an outdoor vehicle area. It features a reinforced concrete frame with brick cladding, rendered façades with wooden window frames, deck roof, internal spaces feature the typical standard office finishing. Traditional and adequate fixtures are also present within the building. The building is in a fairly good state of maintenance and repair.At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into a residential and garage use for its eventual sale. The total building area is 1,691 sqm, completely used for TLC machineries, and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. 79,730 1,200,000 08012286 STIA (AR) Via Trento The property is a telephone building with two floors above ground and an outdoor vehicle area. It features a reinforced concrete frame, the façades have brick cladding on ground floor and are plastered on first floor, pitched roof, and internal spaces feature typical standard finishing differing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 670 sqm and is entirely let to Telecom Italia spa with a lease contract expiring in 2011. The areas are entirely used for TLC machineries. 24,598 390,000 08013276 CASCINA (PI) Strada Statale Tosco Romagnola 519 The property is a telephone building with two floors above ground and an outdoor vehicle area. It features a reinforced concrete frame with plastered walls, pitched roof, and internal spaces feature typical standard finishing differing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,275 sqm and is entirely let to Telecom Italia spa with a lease contract expiring in 2011. The areas are broken down as follows: 462 sqm for office use and 814 sqm for TLC machineries. 58,856 860,000 08013474 VOLTERRA (PI) Via S. Giusto—Borgo S. Stefano, 17 The property is a telephone building of three floors above ground, a basement level and an outdoor vehicle area. It features a reinforced concrete frame, façades have stone covering on ground floor and are plastered at the upper levels, pitched roof with the telecommunication antenna, and internal spaces feature typical standard finishing differing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential, storage and garage use for its eventual sale. The total building area is 1,182 sqm and is entirely let to Telecom Italia spa with a lease contract expiring in 2014. The areas are broken down as follows: 30 sqm for office use, 110 for deposit and archives, and 1,042 sqm for TLC machineries. 62,034 940,000 194 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 08022012 AREZZO (AR) Strada Statale UmbroCasentinese, 71 The property is composed of three buildings: a telephone building of three floors above ground, a basement level and an outdoor vehicle area. It features a reinforced concrete frame, façades have stone covering on ground floor and are plastered at the upper levels, pitched roof with the telecommunication antenna, and internal spaces feature typical standard finishing differing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a lab building for its eventual sale. The total building area is 1,782 sqm and is entirely let to Telecom Italia spa with a lease contract expiring in 2014. The areas are broken down as follows: 385 sqm for office use, 1,134 for deposit and archives, and 263 sqm for TLC machineries. 40,522 590,000 08022301 VICOPISANO (PI) Via Mascagni, 2 The property dates back to the 80s and is composed of a one floor telephone building and an outdoor vehicle area. It features rendered façades, a reinforced concrete frame, deck roof with tarmac membrane, pvc rolling shutters, wooden window frames with single glazing. The outdoor area is delimited by a fence. Internal spaces feature typical standard finishing differing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 566 sqm and is entirely let to Telecom Italia spa with a lease contract expiring in 2011. The areas are broken down as follows: 24 sqm for deposit and archives, and 543 sqm for TLC machineries. 22,053 310,000 08022384 PONSACCO (PI) Via San Piero, 15 The property dates back to the 80s and is composed of two-floor telephone building and an outdoor vehicle area. It features brick cladding at first floor level and rendered façades at second floor level, reinforced concrete frame, pitched roof with tarmac membrane, pvc rolling shutters, wooden window frames with single glazing. The outdoor area is delimited by a fence. Internal spaces feature typical standard finishing differing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 862 sqm and it is entirely let to Telecom Italia spa with a lease contract expiring in 2014. The areas are broken down as follows: 801 sqm for TLC machineries, 61 sqm for storage and archives. 42,392 710,000 195 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 08022400 SAN GIOVANNI VALDARNO (AR) Via Lucheria The property is composed of two units with one floor each with a paved outdoor vehicle area where a telecommunication antenna is present. Both units features deck roof, precast beams and pillars, painted panels on the façades, metal window frames with grids, linoleum flooring. The main unit is used as a garage, whilst the smaller one is for offices, equipment and machinery, storage, common rooms and classrooms use. Internal spaces feature typical standard finishing differing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a retail/ handicraft building for its eventual sale. The total building area is 1,698 sqm and it is entirely let to Telecom Italia spa with a lease contract expiring in 2014. The areas are broken down as follows: 144 sqm as storage/archives, 134 sqm for TLC machineries, 229 sqm for office use, 1,190 sqm as garages. 41,607 560,000 08023564 MONTEVARCHI (AR) Via Sante Tani The telephone building dates back to the 80s and is comprised of three-floors with a paved outdoor vehicle area. It features a reinforced concrete bearing frame with pillars and beams, brick cladding at ground floor level a string course and rendered façades on the upper part, pitched roof, pvc rolling shutters, wooden window frames. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 1,304 sqm. The property is entirely let to Telecom Italia spa with a lease contract expiring in 2014. The areas are broken down as follows: 1,198 sqm for TLC machineries, and 107 sqm for office use. 59,827 1,060,000 08024471 SAN GIULIANO TERME (PI) Via Vecchilizia, 70 The telephone building dates back to the 80s and is comprised of one floor with a paved outdoor vehicle area. It features a reinforced concrete bearing frames with T beams and pillars, insulated panels on the façades, deck roof, metal grids on windows, fixed partition walls, linoelum and gres tiles flooring. Traditional and adequate fixtures are also present within the building. The building is in a fairly good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 812 sqm. The property is entirely let to Telecom Italia spa with a lease contract expiring in 2014. The areas are mainly occupied by TLC machineries. 24,282 350,000 196 Code Property Description, Age & Tenure Terms of Existing Tenancies Net Passing Rent (E p.a.) Market Value (E) 08056838 POPPI (AR) The telephone building dates back Acc. A via in prossim. SS 70 to the late 80s and is comprised of della Consuma one-floors with a paved outdoor vehicle area. It features a reinforced concrete bearing frames with beams and pillars, rendered façades, deck roof, metal grids on windows, fixed partition walls, linoelum and gres tiles flooring. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 769 sqm.The property is entirely let to Telecom Italia spa with a lease contract expiring in 2011. The areas are broken down as follows: 730 sqm for TLC machineries, and 39 sqm for office use. 29,965 400,000 08057588 SAN MINIATO (PI) Strada statale ToscoRomagnola, 67 The telephone building dates back to the late 80s and is comprised of two-floors with a paved outdoor vehicle area. It has a rectangular shape and a reinforced concrete bearing frames with T beams and pillars, insulated panels on the façades, deck roof, metal grids on windows, fixed partition walls, linoelum and gres tiles flooring. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a handicraft building for its eventual sale. The total building area is 1,369 sqm.The property is entirely let to Telecom Italia spa with a lease contract expiring in 2011. The areas are broken down as follows: 1,177 sqm for TLC machineries, 95 sqm for storage/archives, 97 sqm for office use. 34,862 530,000 08058487 PONTEDERA (PI) Via Niccolaioni The telephone building dates back to the late 80s and is comprised of two-floors with a paved outdoor vehicle area, where a telecommunication antenna is present. It features a reinforced concrete bearing frames with T beams and pillars, insulated panels on the façades, deck roof, metal grids on windows, fixed partition walls, linoelum and gres tiles flooring. Traditional and adequate fixtures are also present within the building. The building is in a fairly good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into an industrial building for its eventual sale. The total building area is 2,258 sqm. The property is entirely let to Telecom Italia spa with a lease contract expiring in 2014. The areas are broken down as follows: 392 sqm for storage/archives, 492 sqm for office use, 1,374 sqm for TLC machineries. 113,243 1,910,000 197 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 08058610 FAUGLIA (PI) Via Casaferri, 28/A The telephone building dates back to the late 80s and is comprised of one-floor, a basement and a paved outdoor vehicle area where a telecommunication antenna is present. It features a reinforced concrete bearing frames with beams and pillars, rendered façades, pitched roof, metal grids on windows, fixed partition walls, linoelum and gres tiles flooring. Traditional and adequate fixtures are also present within the building. The building is in a fairly good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale The total building area is 602 sqm. The property is entirely let to Telecom Italia spa with a lease contract expiring in 2014. The areas are broken down as follows: 30 sqm for storage/archives, 33 sqm for office use, 539 sqm for TLC machineries. 35,995 530,000 08605352 CASCINA (PI) ia S.C. Cammeo, 22 The telephone building dates back to the late 80s and is comprised of two-floor, a basement and a paved outdoor vehicle area. It features a reinforced concrete bearing frames with beams and pillars, rendered façades, pitched roof, metal grids on windows, fixed partition walls, linoelum and gres tiles flooring. Traditional and adequate fixtures are also present within the building. The building is in a fairly good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 694 sqm. The property is entirely let to Telecom Italia spa with a lease contract expiring in 2011. The areas are broken down as follows: 679 sqm for TLC machineries, 15 sqm for storage/archives. 32,574 450,000 09001693 FERMO (AP) Via Recanati, 29 The telephone building dates back to the late 80s and is comprised of three floors, a basement and a paved outdoor vehicle area. It features a reinforced concrete frame, brick cladding on the façades, fixed and mobile partition walls, pitched roof, linoleum flooring, raised floor in the control room, and gres tile flooring, internal spaces feature typical standard finishing differing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into office use for its eventual lease. The total building area is 1,205 sqm, mainly occupied by TLC machineries. The property is entirely let to Telecom Italia spa with a lease contract expiring in 2014. 70,156 1,260,000 198 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 09001842 PERUGIA Via Fermi snc The telephone building dates back to the late 70s and is comprised of three floors, and a paved outdoor vehicle area. It features a reinforced concrete frame, brick cladding on the façades,, pitched roof, linoleum flooring, and gres tile flooring, internal spaces feature typical standard finishing differing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into residential use for its eventual sale. The total building area is 867 sqm, mainly occupied by TLC machineries. The property is entirely let to Telecom Italia spa with a lease contract expiring in 2014. 42,625 660,000 09001917 FOLIGNO (PG) Via Mazzini 24 The property is used as a telephone building and a portion on the ground floor hosts retail units. It is comprised of three floors, a basement and a loft. It features a reinforced concrete frame, rendered façades with stone masonry at ground floor level, fixed and mobile partition walls, pitched roof, linoleum flooring and gres tile flooring, internal spaces feature typical standard finishing differing according to its use. Traditional and adequate fixtures are also present within the building. The building is in very good state of maintenance and repair as it has been renovated. At the lease contract termination we assume refurbishment works in order to re-convert it into office use for its eventual lease. The total building area is 1,655 sqm, mainly occupied by TLC machineries, and is entirely let to Telecom Italia spa with a lease contract expiring in 2014. 140,703 2,190,000 09003004 FOLIGNO (PG) Via Ariosto The property consists of three separate structures, two of which are used as a telephone building and its annexed offices and the remaining one, is used as garages. They have two two floors ground and features a reinforced concrete frame with rendered façades, pitched roof, and internal spaces feature typical standard finishing differing according to its use. Traditional and adequate fixtures are also present within the building. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into office use for its eventual lease. The total building area is 3,186 sqm, mainly occupied by TLC machineries, and is entirely let to Telecom Italia spa with a lease contract expiring in 2014. 187,424 3,090,000 199 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 09003780 TERNI (TR) Località Gabelletta, 14 The property is a telephone building with two floors above ground and an external fenced vehicle area. It features a reinforced concrete frame with plastered walls, rendered façades, pitched roof, internal spaces feature the typical standard finishing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 511 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 404 sqm for TLC machineries, 107 sqm for storage units and archives. 16,450 230,000 09004549 CITTA’ DI CASTELLO (PG) Via Dante Alighieri The property is a two floor telephone building with an outdoor vehicle area. It features a reinforced concrete frame with rendered and clinker cladding façades, wooden window frames and plastic rolling shutters, pitched roof, and internal spaces feature the typical standard office finishing. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to reconvert the asset into an office building for its eventual lease. The total building area is 2,014 sqm, completely used for TLC and office, and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. 96,283 1,730,000 09004754 BASTIA (PG) Viale della Repubblica The property is composed of two buildings: the first one is partly of two floors above ground and partly of one; the second is a one floor building. The asset also is comprised of a fenced external area. It features a reinforced concrete frame, façades have stone covering on ground floor and are plastered at the upper levels, pitched roof with a telecommunication antenna, and internal spaces feature typical standard finishing differing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 2,070 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 387 sqm for office use and 1,058 sqm for TLC machineries, 186 sqm for storage units and 439 for garages. 53,484 910,000 200 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 09013615 NARNI (TR) Via del Giglio The property is composed of two buildings of one floor above ground, also comprising a fenced external area. It features a reinforced concrete frame, façades have stone covering, pitched roof with a telecommunication antenna, and internal spaces feature typical standard finishing differing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,036 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 372 sqm for TLC machineries, 196 sqm for office, 106 sqm storage units and 362 sqm garages. 25,999 410,000 09016410 TERNI (TR) Via Chienti The property is a one floor telephone building comprising an outdoor vehicle area. It features a reinforced concrete frame with brick cladding, rendered façades with wooden window frames and iron grill, deck roof, internal spaces feature the typical standard office finishing. Traditional and adequate fixtures are also present within the building. The building is in a fairly good state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into a residential building for its eventual sale. The total building area is 663 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 655 sqm for TLC machineries, 7 sqm for storage units and archives. 16,118 250,000 09026534 GUBBIO (PG) Via del Perilasio The property is a two floor telephone building with a basement, attic and an outdoor vehicle area. It features a reinforced concrete frame with brick cladding, rendered façades with wooden window frames and plastic rolling shutters, deck roof, internal spaces feature the typical standard office finishing. Traditional and adequate fixtures are also present within the building. The building is in average state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset to office and garage use for its eventual lease. The total building area is 1656 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 551 sqm for TLC machineries, 553 sqm for storage units and 552 sqm for archives. 82,485 1,260,000 09029082 AMELIA (TR) Via del Mattatoio The property is a two floor telephone building with an outdoor vehicle area. It features a reinforced concrete frame with brick cladding, rendered and stone cladding façades with wooden window frames and plastic rolling shutters pitched roof, internal spaces feature the typical standard office finishing. Traditional and adequate fixtures are also present within the building. The building is in a good state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset to residential building for its eventual sale. The total building area is 795 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 743 sqm for TLC machineries, 23 sqm for office units and 29 sqm for archives. 18,616 290,000 201 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies The property is a one floor telephone building with an outdoor vehicle area. It features a reinforced concrete frame with brick cladding, rendered façades with wooden window frames and iron grill, deck roof, internal spaces feature the typical standard office finishing. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset to residential use for its eventual sale. The total building area is 519 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 35 sqm for office use and 391 sqm for TLC machineries, 92 sqm for garages. 20,243 280,000 09046557 MONTEPRANDONE (AP) The property is a two floor SPT senza via telephone building with a basement and an outdoor vehicle area. It features a reinforced concrete frame with brick cladding, rendered façades with wooden window frames with palstc rolling shutters, pitched roof, internal spaces feature the typical standard office finishing. Traditional and adequate fixtures are also present within the building. The building is in poor state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset to residential and garage use for its eventual sale. The total building area is 513 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 456 sqm for TLC machineries and 57 sqm for warehouse and archives. 26,102 440,000 10001230 MINTURNO (LT) Via Luigi Cadorna The property is a telephone building with two floors above ground and an outdoor vehicle area. It features a reinforced concrete frame, the façades have brick cladding on ground floor, deck roof, and internal spaces feature typical standard finishing differing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 558 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 279 sqm for TLC machineries and 279 sqm for warehouse and archives. 34,365 540,000 10001271 TERRACINA (LT) Viale Europa, 1 The property is a telephone building with two floors above ground and an outdoor vehicle area. It features a reinforced concrete frame, the façades have brick plastered on ground floor, pitched roof, wooden external windows and metal rolling shutters. Internal spaces feature typical standard finishing differing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 725 sqm and is entirely let to Telecom Italia spa with a lease contract expiring in 2014. The areas are mainly used for TLC machineries. 47,003 740,000 09045559 ASSISI (PG) Via Diaz 202 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 10007740 MINTURNO (LT) Via Privata da Via Recillo The property is a telephone building with two floors above ground and an outdoor parking area. It features a reinforced concrete frame, façades, flat roof deck, metal windows and internal spaces feature typical standard finishing differing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,948 sqm and is entirely let to Telecom Italia spa with a lease contract expiring in 2014. The areas are splitted as follows: 406 sqm for office use and 1,542 sqm for TLC machineries. 34,256 590,000 10009290 APRILIA (LT) Via A. Toscanini The property is a telephone building with two floors above ground and an outdoor parking area. It features a reinforced concrete frame, façades, flat pitched roof, metal windows and internal spaces feature typical standard finishing differing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it for residential and light industrial use for its eventual sale. The total building area is 1,308 sqm and is entirely let to Telecom Italia spa with a lease contract expiring in 2014. The area is entirely used for TLC machineries. 51,280 930,000 10010017 FORMIA (LT) Via Ascatiello The property is a telephone building of three floors above ground and an outdoor parking area. It features a reinforced concrete frame, façades, flat roof deck, metal windows and internal spaces feature typical standard finishing differing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into an office building for its eventual lease. The total building area is 4,242 sqm and is entirely let to Telecom Italia spa with a lease contract expiring in 2014. The property is mainly used for TLC machineries, with annexed office and storage areas. 200,420 3,440,000 10010082 FONDI (LT) Via Madonna delle Grazie The property is a telephone building with two floors above ground and an outdoor parking area. It features a reinforced concrete frame, façades, flat roof deck, metal windows and internal spaces feature typical standard finishing differing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,060 sqm, mainly for TLC machineries, and it is entirely let to Telecom Italia spa with a lease contract expiring in 2014. 40,887 680,000 203 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies The property is a telephone building with two floors above ground and an outdoor parking area. It features a reinforced prefabricated concrete frame, façades, flat roof deck, metal windows and internal spaces feature typical standard finishing differing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an poor/average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 604 sqm, mainly for TLC machineries, and it is entirely let to Telecom Italia spa with a lease contract expiring in 2011. 14,482 210,000 11002329 AVEZZANO (AQ) The telephone building dates back Via Nazionale Sauro angolo to the 80s and is comprised of two Via Vittorio Veneto floors with a paved outdoor vehicle area. It features a reinforced concrete frame with brick cladding, rendered and clinker cladding façades with wooden window frames and plastic rolling shutter, pitched roof, internal spaces feature the typical standard office finishing. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a office building for its eventual lease. The total building area is 1,788 sqm, mainly for TLC machineries. The property is entirely let to Telecom Italia spa with a lease contract expiring in 2014. 83,248 1,380,000 11002600 ROCCARASO (AQ) Viale dei Tigli The total building area is 1,066 sqm. The property is entirely let to Telecom Italia spa with a lease contract expiring in 2014. The areas are mainly occupied by TLC machineries. 87,868 1,370,000 10050138 FABRO (TR) The telephone building dates back to the 80s and is comprised of two floors and a basement with a paved outdoor vehicle area. It features a reinforced concrete bearing frame, pitched roof with a telecommunication antenna, wooden windows, fixed partition walls, linoelum and gres tiles flooring. Traditional and adequate fixtures are also present within the building. The building is in average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. 204 Code Property Description, Age & Tenure Terms of Existing Tenancies Net Passing Rent (E p.a.) Market Value (E) 11003053 SILVI (TE) The property is a two floor Traversa Via C. Colombo, 6 telephone building with an outdoor vehicle area. It features a reinforced concrete frame with brick cladding, wooden window frames, flat roof deck, internal spaces feature the typical standard office finishing. Traditional and adequate fixtures are also present within the building. The building is in poor state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into a residential building for its eventual sale. The total building area is 510 sqm.The property is entirely let to Telecom Italia spa with a lease contract expiring in 2011. The areas are mainly occupied by TLC machineries. 38,402 940,000 11003319 ALBA ADRIATICA (TE) Via Cesare Battisti The telephone building dates back to the 70/80s and is comprised of three-floors. It features a reinforced concrete bearing frame with pillars and beams, pitched roof, pvc roll up shutters, wooden window frames. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 1,855 sqm, mainly used for TLC machineries. The property is entirely let to Telecom Italia spa with a lease contract expiring in 2014. 92,987 1,650,000 11004895 TAGLIACOZZO (AQ) Via delle Selve The telephone building dates back to the late 80s and is comprised of two floors above ground, and a paved outdoor vehicle area where a telecommunication antenna is present. It features a reinforced concrete bearing frames with beams and pillars, rendered façades, pitched roof, metal grids on wooden windows, linoelum and gres tiles flooring. Traditional and adequate fixtures are also present within the building. The building is in average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 595 sqm. The property is entirely let to Telecom Italia spa with a lease contract expiring in 2014. The areas are broken down as follows: 20 sqm for office use, 554 sqm for TLC machineries. 20,915 380,000 11017897 GIULIANOVA (TE) Via Cupa The telephone building dates back to the late 80s and is comprised of three floor and a paved outdoor vehicle area where a telecommunication antenna is present. It features a reinforced concrete bearing frame structure, rendered façades, pitched roof, metal grids on windows, fixed walls, linoleum and gres tiles flooring. Traditional and adequate fixtures are also present within the building. The building is in a poor state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into an office building for its eventual sale. The total building area is 1,132 sqm. The property is entirely let to Telecom Italia spa with a lease contract expiring in 2014. The areas are broken down as follows: 100 sqm for storage/archives, 75 sqm for office use, 597 sqm for TLC machineries and 360 sqm for garages. 50,141 740,000 205 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 11018762 SANT’EGIDIO ALLA VIBRATA (TE) Strada provinciale Vicinale The telephone building is comprised of two-floors and a paved outdoor vehicle area. It features a reinforced concrete frame, pitched roof, metal windows, fixed partition walls and gres tiles flooring. Traditional and adequate fixtures are also present within the building. The building is in a fairly good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into an office building for its eventual sale. The total building area is 625 sqm. The property is entirely let to Telecom Italia spa with a lease contract expiring in 2014. The areas are broken down as follows: 582 sqm for TLC machineries, 43 sqm for office. 37,989 540,000 11022293 L’AQUILA (AQ) Via Giosué Carducci The telephone building is comprised of three floors and a paved outdoor vehicle area. It features a reinforced concrete frame, brick cladding on the façades, fixed and mobile partition walls, pitched roof, linoleum flooring, raised floor in the control room, and gres tile flooring, internal spaces feature typical standard finishing differing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into an office building for its eventual lease. The total building area is 824 sqm, mainly occupied by TLC machineries. The property is entirely let to Telecom Italia spa with a lease contract expiring in 2014. The areas are broken down as follows: 677 sqm for TLC machineries, 147 sqm for office. 53,247 870,000 12034066 CAGLIARI (CA) Viale Italia, 132 The property is a telephone building with two floors above ground. It features a reinforced concrete frame, façades, flat roof deck, metal windows with plastic roll up shutters and internal spaces feature typical standard finishing differing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 824 sqm, mainly occupied by TLC machineries. The property is entirely let to Telecom Italia spa with a lease contract expiring in 2014. The areas are broken down as follows: 677 sqm for TLC machineries, 147 sqm for office. 38,591 670,000 12034165 MILIS (OR) Via Roma The property is an floor telephone building with an outdoor vehicle area. It features a reinforced concrete frame with brick cladding, rendered façades with wooden window frames, pitched roof, and internal spaces feature the typical standard office finishing. Traditional and adequate fixtures are also present within the building. The building is in a poor state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into a residential building for its eventual sale. The total building area is 519 sqm and is entirely let to Telecom Italia spa with a lease contract expiring in 2014. The areas are broken down as follows: 505 sqm for TLC machineries and 14 sqm for storage rooms. 16,006 240,000 206 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies The property is a telephone building with two floors above ground. It features a reinforced concrete frame, façades, flat pitched roof, metal windows with plastic roll up shutters and internal spaces feature typical standard finishing differing according to its use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 710 sqm, mainly occupied by TLC machineries, and is entirely let to Telecom Italia spa with a lease contract expiring in 2014. 37,672 600,000 12034223 SANT’ANTIOCO (CA) Via The property is a two floor della Resistenza telephone building, also comprising an outdoor vehicle area where a telecommunication antenna stands. The building structure is in reinforced concrete with plastered walls, while internal spaces are delimited with brick walls and feature typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building for its eventual sale. The total building area is 1,313 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 677 sqm for office use, 24 sqm for storage and archives, and 612 sqm for TLC machineries. 35,619 580,000 12034256 SANLURI (CA) Via Deledda, 13 The property is a three floor telephone building and also is comprised of an outdoor vehicle area, where a telecommunication antenna stands. The building structure is in reinforced concrete with plastered walls, while internal spaces are delimited either by brick walls or by mobile partition walls, and feature typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert the property into an office building for its eventual sale. The total building area is 955 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 173 sqm for office use and 782 sqm for TLC machineries. 23,438 410,000 12034298 SAN GAVINO MONREALE (CA) Via Vittorio Emanuele III, 20 The property is a three floor telephone building, also is comprised of an outdoor vehicle area. The building structure is in reinforced concrete with plastered walls, while internal spaces are delimited either by brick walls or by mobile partition walls, and feature typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into a residential building for its eventual sale. The total buildings area is 650 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 74 sqm for office use and 576 sqm for TLC machineries. 15,615 290,000 12034215 QUARTU SANT’ELENA (CA) Via Barletta 207 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 12034389 GAVOI (NU) Via Pio XII The property is a two floor telephone building and also is comprised of an outdoor vehicle area. The building structure is in reinforced concrete with plastered walls, while internal spaces are delimited by brick walls and feature typical finishing for technical use. It has a flat roof deck on which a telecommunication antenna is positioned. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building for its eventual sale. The total building area is 631 sqm and is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 186 sqm for office, 41 sqm for storage and archives, and 404 sqm for TLC machineries. 16,044 260,000 12034447 MACOMER (SS) Via Ariosto The property is a four floor telephone building structured in reinforced concrete and plastered walls, while internal spaces are delimited by brick walls and feature the typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert the property into an residential building for its eventual sale. The total building area is 1,072 sqm and is entirely let to Telecom Italia spa with a lease contract expirying in 2014. The areas are broken down as follows: 526 sqm for office use, 34 sqm for storage and archives, and 513 sqm for TLC machineries. 28,873 510,000 12038687 SARROCH (CA) Via Toscana The property is a two floor telephone building with an outdoor vehicle area. The building structure is in reinforced concrete with plastered walls, while internal spaces are delimited by brick walls and feature typical finishing for technical use. Traditional and adequate fixtures are also present within the building.The building is in an average state of maintenance and repair.At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building for its eventual sale. The total building area is 597 sqm and is entirely let to Telecom Italia spa with a lease contract expirying in 2011. The areas are broken down as follows: 38 sqm for office use and 559 sqm for TLC machineries. 14,603 200,000 208 Code Property Description, Age & Tenure Terms of Existing Tenancies 12039172 MACOMER (OR) The property is formed by three Strada Provinciale senza Via buildings and an outdoor vehicle area, the main structure being used as a telephone building and consisting of three floors above ground, a basement level, and a telecommunication antenna positioned on its roof. The second and third buildings have one floor above ground, the first being used as a storehouse and the second as offices. The building structures are in reinforced concrete with plastered walls and there are traditional and adequate fixtures also present within the buildings. The buildings are in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert the property into an office/ commercial building for its eventual lease. The total building area is 3,518 sqm used for TLC machineries, office and storehouse, and is entirely let to Telecom Italia spa with a lease contract expirying in 2014. 12039420 SINISCOLA (NU) Via Fabio Filzi The property is a two floor telephone building with an outdoor vehicle area where a telecommunication antenna stands. The building structure is in reinforced concrete with plastered walls, while internal spaces are delimited by brick walls and feature typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into a residential building for its eventual sale. 12039834 ASSEMINI (CA) Via Ticino, 6 The property is a two floor telephone building with an outdoor vehicle area where a telecommunication antenna stands. The building structure is in reinforced concrete with plastered walls, while internal spaces are delimited by brick walls and feature typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into a residential building for its eventual sale. 209 Net Passing Rent (E p.a.) Market Value (E) 108,541 1,800,000 The total building area is 686 sqm and it is entirely let to Telecom Italia spa has a contract that expires in 2014. The areas are broken down as follows: 111 sqm for office use, 30 sqm for storage and archives, and 545 sqm for TLC machineries. 16,730 290,000 The total building area is 1,154 sqm and is entirely let to Telecom Italia spa with a lease contract expirying in 2014. The areas are broken down as follows: 63 sqm for office use, 23 sqm for storage and archives, and 1,067 sqm for TLC machineries. 22,310 360,000 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies The property is a two floor telephone building with an outdoor vehicle area where a telecommunication antenna stands. The building structure is in reinforced concrete with plastered walls, while the internal spaces are delimited by brick walls and feature typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into a residential building for its eventual sale. The total building area is 742 sqm and is entirely let to Telecom Italia spa with a lease contract expirying in 2014. The areas are broken down as follows: 302 sqm for office use and 439 sqm for TLC machineries. 18,065 300,000 12040931 ELMAS (CA) The property is a telephone building Strada Statale 130 del Sulcis of one floor above ground and an outdoor vehicle area. The building structure is in reinforced concrete with plastered walls, while internal spaces are delimited by brick walls and feature typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building for its eventual sale. The total building area is 560 sqm, entirely used for TLC machineries, and is entirely let to Telecom Italia spa with a lease contract expirying in 2014. 17,291 300,000 12040980 CARBONIA (CA) Via Lucania The property consists of two buildings and an outdoor vehicle area where a telecommunication antenna stands. The main structure is used as a telephone building which consists of three floors and a basement level, while the second is of one floor above ground and is used as a storehouse. The building structures are in reinforced concrete with plastered walls and traditional and adequate fixtures are also present within the buildings. The buildings are in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into a residential building for its eventual sale. The total building area is 1,157 sqm and is entirely let to Telecom Italia spa with a lease contract expirying in 2014. The areas are broken down as follows: 315 sqm for office and 842 sqm for TLC machineries. 40,558 650,000 12041020 TORTOLI’ (NU) Via Boccaccio The property is a two floor telephone building with an outdoor vehicle area where the telecommunication antenna stands. The building structure is in reinforced concrete with plastered walls, internal spaces are delimited by brick walls and feature the typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into a residential building for its eventual sale. The total building area is 822 sqm and is entirely let to Telecom Italia spa with a lease contract expirying in 2014. 19,023 330,000 12039842 TERRALBA (CA) Via Trudu 210 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 12041137 PULA (CA) SPT 195 The property is a telephone building of one floor above ground and an outdoor vehicle area where the telecommunication antenna stands. The building structure is in reinforced concrete with plastered walls and internal spaces feature typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into a residential building for its eventual sale. The total building area is 1,075 sqm and is entirely let to Telecom Italia spa with a lease contract expirying in 2014. The areas are broken down as follows: 313 sqm for office use and 761 sqm for TLC machineries. 35,581 530,000 12041186 SINNAI (CA) Via Leonardo Da Vinci The property is a telephone building of one floor and an outdoor vehicle area where the telecommunication antenna stands. The building structure is in reinforced concrete with plastered walls and internal spaces feature typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building for its eventual sale. The total building area is 558 sqm and is entirely let to Telecom Italia spa with a lease contract expirying in 2014. The areas are broken down as follows: 23 sqm for office use, 13 sqm for storage and archives, and 523 sqm for TLC machineries. 13,974 230,000 12042101 ALES (OR) Via IV Novembre, 5 The property is a two floor telephone building with an outdoor vehicle area. The building structure is in reinforced concrete with plastered walls, while internal spaces are delimited by brick walls and feature typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert the property to an office/ commercial building for its eventual sale. The total building area is 657 sqm and is entirely let to Telecom Italia spa with a lease contract expirying in 2014. The areas are broken down as follows: 71 sqm for office use and 586 sqm for TLC machineries. 15,753 260,000 12042150 ISILI (NU) Vico San Mauro The property is a one floor telephone building with an outdoor vehicle area. The building structure is in reinforced concrete with plastered walls, while internal spaces are delimited by brick walls and feature typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building for its eventual sale. The total building area is 629 sqm and is entirely let to Telecom Italia spa with a lease contract expirying in 2014. 14,550 240,000 211 Code Property Description, Age & Tenure Terms of Existing Tenancies Net Passing Rent (E p.a.) Market Value (E) 12067215 SANTA GIUSTA (OR) The property is a one floor Strada Provinciale senza via telephone building with an outdoor vehicle area. The building structure is in reinforced concrete with plastered walls, while internal spaces are delimited by brick walls and feature typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building for its eventual sale. The total building area is 822 sqm and is entirely let to Telecom Italia spa with a lease agreement expirying in 2011. 19,600 320,000 12067728 QUARTU SANT’ELENA (CA) Via Fiume The property is a telephone building of one floor above ground and an outdoor vehicle area. The building structure is in reinforced concrete with plastered walls, while internal spaces feature brick walls and typical finishing for technical use. Traditional and adequate fixtures are also present within the building.The building is in an average state of maintenance and repair.At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building for an eventual sale. The total building area is 692 sqm and is entirely let to Telecom Italia spa with a lease contract expirying in 2014. The areas are broken down as follows: 62 sqm for office use, 414sqm for storage and archives, and 439 sqm for TLC machineries. 32,469 490,000 12067884 CARLOFORTE (CA) Via La Golfa The property is a two floor telephone building with an outdoor vehicle area. The building structure is in reinforced concrete with plastered walls, while internal spaces are delimited by brick walls and feature typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building for its eventual sale. The total building area is 503 sqm and is entirely let to Telecom Italia spa with a lease contract expirying in 2014. The areas are broken down as follows: 34 sqm for office use, 58 sqm for storage and archives, and 412 sqm for TLC machineries. 13,564 230,000 13600254 MOLA DI BARI (BA) Via B. Calvani, 36 The property is a telephone building with two floors above ground and an outdoor vehicle area where the telecommunication antenna stands. The building structure is in reinforced concrete with plastered walls, while internal spaces are delimited by brick walls and feature typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into an office/commercial complex for its eventual sale. The total building area is 1,110 sqm and is entirely let to Telecom Italia with a lease contract expirying in 2014. The areas are broken down as follows: 521 sqm for office use, 320 sqm for storage and archives, and 269 sqm for TLC machineries. 86,577 1,390,000 212 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 13601724 MARTINA FRANCA (TA) Viale Europa The property is a telephone building with two floors above ground and an outdoor vehicle area where a telecommunication antenna stands. The building structure is in reinforced concrete with plastered walls, while internal spaces present brick walls and feature typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At lease termination we assume refurbishment works in order to reconvert the property into an office/ commercial building for its eventual sale. The total building area is 671 sqm and is entirely let to Telecom Italia spa with a lease contract expirying in 2014. The areas are broken down as follows: 49 sqm for office use, and 622 sqm for TLC machineries. 34,551 550,000 13601971 BITRITTO (BA) Via De Nicola The property is a telephone building consisting of two floors and an outdoor vehicle area hosting a telecommunication antenna. Its structure is in reinforced concrete with plastered walls, while internal spaces are characterized by brick walls and feature typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building for its eventual sale. The total building area is 538 sqm and is entirely let to Telecom Italia spa with a lease contract expirying in 2011. The areas are broken down as follows: 39 sqm for office use, and 499 sqm for TLC machineries. 29,845 500,000 13602110 TARANTO (TA) Via Cugini angolo Via Masdea The property consists of a telephone building with two floors above ground and an outdoor vehicle area. The building structure is in reinforced concrete with plastered walls, while internal spaces present brick walls and feature typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into a residential building for its eventual sale. The total buildings area is 558 sqm and it is entirely let to Telecom Italia spa has a contract that expires in 2014. The areas are broken down as follows: 145 sqm for office, 12 msq forstorage units and archives and 401 sqm for TLC machineries. 31,846 490,000 13602870 BRINDISI (BR) Via Ruggiero De Simone 3, 5, 7 The property is a telephone building of six floors above ground and an outdoor vehicle area. The building typology differs from other structures of the same use, while the structure remains the same: reinforced concrete with plastered walls, and internal spaces featuring brick walls and typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in a poor state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building for its eventual sale. The total building area is 612 sqm and it is entirely let to Telecom Italia spa with a lease contract expirying in 2011. The areas are broken down as follows: 502 sqm for office use, 55 sqm for storage and archives, and 54 sqm for garages. 36,852 520,000 213 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 13855288 BITONTO (BA) Via F. Ragni, 3 The property is a two floor telephone building with an outdoor vehicle area. The building structure is in reinforced concrete with plastered walls, while internal spaces present brick walls and feature typical finishing for technical use. There is a telecomunication antenna on the flat roof deck. Traditional and adequate fixtures are also present within the building. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into a residential building for its eventual sale. The total buildings area is 1,124 sqm and it is entirely let to Telecom Italia spa with a lease contract expirying in 2014. The areas are broken down as follows: 45 sqm for office use, 82 sqm for storage and archives, and 997 sqm for TLC machineries. 81,601 1,280,000 13855304 BARLETTA (BA) Via Colletta, 25 The property is a telephone building consisting of two floors above ground and a basement, also comprising an outdoor vehicle area. The building structure is in reinforced concrete with plastered walls, while internal spaces present brick walls and feature typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to convert the property into an office/commercial building for its eventual lease. The total building area is 994 sqm and it is entirely let to Telecom Italia spa with a lease contract expirying in 2014. 43,123 730,000 13855312 CANOSA DI PUGLIA (BA) Via Rossi, 34 The telephone building is comprised of two floors, a basement and an outdoor area. The façades on ground floor feature marble cladding, while they are plastered in the floors; internal spaces feature typical finishing for technical use. Equipments and machineries need maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into an office building for its eventual sale. The total building area is 894 sqm and it is entirely let to Telecom Italia SpA with a lease contract that expires in 2014. The areas are broken down as follows: 187 sqm for office use and 707 sqm for TLC equipments. 28,995 540,000 13855437 SANTERAMO IN COLLE (BA) Via Don Luigi Sturzo The telephone building is comprised of two floors and an outdoor area. It features plastered walls at ground and first floor, cladding with clinker tiles and in marble tiles at the ground floor (60 cm. stripe). There is a telecommunication antenna in the courtyard. The building seems to be in good conditions of maintenance. At the lease contract expiry date we assume refurbishment works in order to reconvert the asset into a residential building for its eventual sale. The total building area is 666 sqm and it is entirely let to Telecom Italia SpA with lease contract that expires in 2014. The areas are broken down as follows: 42 sqm for storage use and 624 sqm for TLC equipments. 24,406 400,000 214 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 13855544 BARI Via Capitaneo The property is a telephone building with two floors above ground, also comprising an outdoor area. The building structure is in reinforced concrete with plastered walls, while internal spaces are delimited with brick walls and feature typical finishing for technical use. There is a telecommunication antenna in the courtyard. The building is in a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert the property into an office building for its eventual sale. The total building area is 568 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 104 sqm for storage and archives, and 464 sqm for TLC machineries. 43,298 710,000 13855601 BARI Via Loquercio, 38 The property is a telephone building of three floors above ground. The building structure is in reinforced concrete with plastered walls, cladded with Klinker tiles, while internal spaces are delimited with brick walls and feature typical finishing for technical use. There is a telecommunication antenna on the top. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into a residential building for its eventual sale. The total building area is 2.295 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas of this building are used as TLC equipments and offices. 99,577 1,430,000 13855676 BARI Via Corrado, 16 The telephone building is comprised of two floors and an outdoor area. The building structure is in reinforced concrete with plastered walls, while internal spaces are delimited with brick walls and feature typical finishing for technical use. There is a telecommunication antenna in the courtyard. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into an office building for its eventual sale. The total building area is 743 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 27 sqm for storage and archives, and 716 sqm for TLC machineries. 56,593 920,000 13856021 BRINDISI Via Rimini The telephone building is comprised of two floors and an outdoor area. The building structure is in reinforced concrete with plastered walls, while internal spaces are delimited with brick walls and feature typical finishing for technical use. There is a telecommunication antenna in the courtyard. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into a residential building for its eventual sale. The total building area is 520 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas of this building are used as TLC equipments and offices. 18,681 300,000 215 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 13858001 TARANTO Via Porta The telephone building is comprised of two floors and an outdoor area. The building structure is in reinforced concrete with plastered walls, while internal spaces are delimited with brick walls and feature typical finishing for technical use. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into a residential building with storage spaces for its eventual sale. The total building area is 1.928 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 777 sqm for offices, and 1.151 sqm for TLC machineries. 71,510 790,000 13858019 TARANTO Via Anguille angolo Viale Ionio The property is a telephone building of three floors above ground. The building structure is in reinforced concrete with plastered walls, cladded with Klinker tiles, while internal spaces are delimited with brick walls and feature typical finishing for technical use. There is a telecommunication antenna in the courtyard. The building is in a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building with storage spaces for its eventual sale. The total building area is 1.073 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 615 sqm for offices, 46 sqm for storage and 412 sqm for TLC machineries. 43,775 520,000 13866707 BARI Via Marche, 1 BIS The property is a telephone building of four floors above ground. The building structure is in reinforced concrete with plastered walls, cladded with Klinker tiles, while internal spaces are delimited with brick walls and feature typical finishing for technical use.There is a telecommunication antenna in the courtyard. The building is in a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building for its eventual sale. The total building area is 2.156 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas of this building are used as TLC equipments and offices. 46,658 810,000 13868745 BARI Strada Santa Caterina The property is a telephone building with two floors above ground and a basement. The building structure is in reinforced concrete with plastered walls, cladded with Klinker tiles, while internal spaces are delimited with brick walls and feature typical finishing for technical use. At the lease contract termination we assume refurbishment works in order to re-convert the property into storage/archives for its eventual lease. The total building area is 2.461 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas of this building are used as TLC equipments and offices. 78,749 1,200,000 216 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 13872531 CEGLIE MESSAPICA (BR) Via Bottega di Nisco The telephone building is comprised of two floors and an outdoor area. The building structure is in reinforced concrete with plastered walls, while internal spaces are delimited with brick walls and feature typical finishing for technical use. There is a telecommunication antenna in the courtyard. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into a residential building for its eventual sale. The total building area is 1.025 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 655 sqm for offices, 2 sqm for storage and 367 sqm for TLC machineries. 26,235 420,000 13872820 MODUGNO (BA) Via Paratiso Paradiso/ Vai Pieve di Cadore The property is a telephone building with two floors above ground and a basement. The building structure is in reinforced concrete with plastered walls, cladded with Klinker tiles, while internal spaces are delimited with brick walls and feature typical finishing for technical use. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into a residential building with parking for its eventual sale. The total building area is 1.574 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas of this building are used as TLC equipments and offices. 61,906 850,000 13876169 MOLFETTA (BA) Viale Gramsci The property is a telephone building with two floors above ground. The building structure is in reinforced concrete with plastered walls, cladded with Klinker tiles, while internal spaces are delimited with brick walls and feature typical finishing for technical use. There is a telecommunication antenna in the courtyard. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into a residential building for its eventual sale. The total building area is 2.265 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 691 sqm for offices, 567 sqm for storage and 1.007 sqm for TLC machineries. 193,187 3,470,000 13876946 LATIANO(BR) Via Cavour The telephone building is comprised of two floors and an outdoor area. The building structure is in reinforced concrete with plastered walls, while internal spaces are delimited with brick walls and feature typical finishing for technical use. There is a telecommunication antenna in the courtyard. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into a residential building for its eventual sale. The total building area is 704 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 277 sqm for offices, 23 sqm for storage and 404 sqm for TLC machineries. 18,889 290,000 217 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies The property is a telephone building with two floors above ground and an outdoor area. The building structure is in reinforced concrete with plastered walls, cladded with Klinker tiles, while internal spaces are delimited with brick walls and feature typical finishing for technical use. There is a telecommunication antenna on the roof. The building is in a quite good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into an office building for its eventual lease. The total building area is 1.495 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas of this building are used as TLC equipments and offices. 51,905 800,000 13888719 SAN VITO DEI The telephone building is comprised NORMANNI (BR) of two floors and an outdoor area. VIA Boemondo Mormanno The building structure is in reinforced concrete with plastered walls, while internal spaces are delimited with brick walls and feature typical finishing for technical use. There is a telecommunication antenna on the roof. The building is in a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building for its eventual sale. The total building area is 977 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 397 sqm for offices, 30 sqm for storage and 551 sqm for TLC machineries. 33,210 500,000 13888768 BRINDISI Via Gran Bretagna The property is a telephone building of one floor above ground and an outdoor area. The building structure is in reinforced concrete with plastered walls, cladded with Klinker tiles, while internal spaces are delimited with brick walls and feature typical finishing for technical use. The building is in a quite good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into a storehouse for its eventual lease. The total building area is 547 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas of this building are used as TLC equipments and offices. 18,972 320,000 13889337 GROTTAGLIE (TA) Via Togliatti The property is a telephone building with two floors above ground and an outdoor area. The building structure is in reinforced concrete with plastered walls, while internal spaces are delimited with brick walls and feature typical finishing for technical use. There is a telecommunication antenna on the roof. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into a residential building for its eventual sale. The total building area is 689 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 75 sqm for offices and 614 sqm for TLC machineries. 22,613 310,000 13885491 FRANCAVILLA FONTANA (BR) Via Fratelli Bandiera 218 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 13889626 FASANO (BR) Piazzale Ugo La Malfa The property is a telephone building of three floors above ground and an outdoor area. The building structure is in reinforced concrete with plastered walls, cladded with Klinker tiles, while internal spaces are delimited with brick walls and feature typical finishing for technical use.There is a telecommunication antenna on the top. The building is in a quite good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into a residential building for its eventual sale. The total building area is 1.426 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 94 sqm for offices, 71 sqm for storage and 1.261 sqm for TLC machineries. 74,228 1,340,000 13889972 PALAGIANO (TA) Via San Francesco The property is a telephone building with two floors above ground and an outdoor area. The building structure is in reinforced concrete with plastered walls, cladded with Klinker tiles, while internal spaces are delimited with brick walls and feature typical finishing for technical use. Traditional and adequate fixtures are also present within the building. There is a telecommunication antenna in the courtyard. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into a residential building for its eventual sale. The total building area is 600 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 168 sqm for offices, 75 sqm for storage and 358 sqm for TLC machineries. 24,320 360,000 13890277 CASTELLANETA (TA) Piazza Europoa Unita The property is a telephone building with two floors above ground and an outdoor area. The building structure is in reinforced concrete with plastered walls, cladded with Klinker tiles, while internal spaces are delimited with brick walls and feature typical finishing for technical use. Traditional and adequate fixtures are also present within the building. There is a telecommunication antenna on the top. The building is in a quite good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into a residential building for its eventual sale. The total building area is 878 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 65 sqm for offices, 28 sqm for storage and 785 sqm for TLC machineries. 35,589 520,000 13897025 VALENZANO (BA) S.P. Loseto, 45 The property is a telephone building with two floors above ground and an outdoor area. The building structure is in reinforced concrete with plastered walls, cladded with Klinker tiles, while internal spaces are delimited with brick walls and feature typical finishing for technical use. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into a residential building for its eventual sale. The total building area is 562 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 45 sqm for storage and 516 sqm for TLC machineries. 31,767 460,000 219 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 13897595 OSTUNI (BR) Via Tenente Malpighi The property is a telephone building with two floors above ground and an outdoor area. The building structure is in reinforced concrete with plastered walls, while internal spaces are delimited with brick walls and feature typical finishing for technical use. Traditional and adequate fixtures are also present within the building. There is a telecommunication antenna in the courtyard. The building is in a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building for its eventual sale. The total building area is 865 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 191 sqm for offices, 62 sqm for storage and 613 sqm for TLC machineries. 48,251 870,000 13900977 GINOSA (TA) Via della Pace The property is a telephone building with two floors above ground and an outdoor area. The building structure is in reinforced concrete with plastered walls, cladded with Klinker tiles, while internal spaces are delimited with brick walls and feature typical finishing for technical use. Traditional and adequate fixtures are also present within the building. There is a telecommunication antenna on the top. The building is in a quite good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into a residential building for its eventual sale. The total building area is 597 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas of this building are used as TLC equipments. 23,862 370,000 13903575 SAVA (TA) Via Genova The property is a telephone building with two floors above ground and an outdoor area. The building structure is in reinforced concrete with plastered walls, cladded with Klinker tiles, while internal spaces are delimited with brick walls and feature typical finishing for technical use. The building is in a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into a residential building for its eventual sale. The total building area is 537 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas of this building are used as TLC equipments. 17,155 280,000 13903740 CONVERSANO (BA) Via Positano The property is a telephone building with two floors above ground and an outdoor area. The building structure is in reinforced concrete with plastered walls, cladded with Klinker tiles, while internal spaces are delimited with brick walls and feature typical finishing for technical use. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building for its eventual sale. The total building area is 501 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas of this building are used as TLC equipments. 19,331 330,000 220 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 14873885 SOLOFRA (AV) Via Starza The property is a telephone building with two floors above ground and an outdoor area. The building structure is in reinforced concrete with plastered walls, cladded with Klinker tiles, while internal spaces are delimited with brick walls and feature typical finishing for technical use.There is a telecommunication antenna on the top. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert the property into an office building for its eventual lease. The total building area is 568 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas of this building are used as TLC equipments and offices. 27,247 410,000 14904136 BISACCIA (AV) Via Lago Melella The telephone building is comprised of two floors (ground and first floors), a terraced roof where a telecommunication antenna stands and an outdoor parking area. The building is made of prefabricated panels and quartz rendered façades. The internal spaces feature the adequate finishing for technical use. Traditional fixtures are also present. The state of maintenance and repair is excellent. At the lease contract termination refurbishment works are envisaged in order to reconvert the property into a residential building for its eventual sale. The total building area is 640 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2011. The areas are broken down as follows: 576 sqm for TLC machineries, 64 sqm for storage and archives. 25,582 330,000 15858423 LAMEZIA TERME (CZ) Via Francesco Nicotera, 50 The property is a telephone building, with five floors, a basement and an outdoor parking area. The building is also provided with a telecommunication antenna. It features a reinforced concrete and masonry frame with brick cladding and stone cladding at ground level, flat roof. Internal finishing and fixtures are heterogeneous. The state of maintenance and repair is good. At the lease contract termination refurbishment works are envisaged in order to reconvert the property into a residential building for its eventual sale. The total building area is 2,545 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2011. The areas are broken down as follows: 1,560 sqm for TLC machineries, 118 sqm for storage and archives and 867 sqm for office use. 133,111 1,560,000 15866624 CATANZARO (CZ) Viale Cassiodoro, 85-87-89 The telepgone building has three floors, a basement as well as an outdoor parking area. The building features reinforced concrete and masonry frame, brick cladded and plastic plastered façades with stone cladding at ground level, flat roof. Internal finishing and fixtures are heterogeneous. The state of maintenance and repair is sufficient, the building needs refurbishment works, which are envisaged at the lease contract expiry date, in order to reconvert the property to a residential building for its eventual sale. The total building area is 1,601 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 241 sqm for storage and archives, 445 sqm for garage use, 507 sqm for TLC machineries and 408 sqm for office use. 75,764 880,000 221 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 15895110 LAMEZIA TERME (CZ) Viale del Lavoro The telephone building is comprised of two floors and an outdoor vehicle area. The building features reinforced concrete and masonry frame with brick cladding on the façades and stone cladding at ground level and a flat practicable roof. Internal finishing and fixtures are heterogeneous. The state of maintenance and repair is sufficient; the building needs refurbishment work, which is envisaged at the lease contract expiry date, in order to reconvert the property to a residential building for its eventual sale. The total building area is 679 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 62 sqm for storage and archives, 466 sqm for TLC machineries and 151 sqm for offices. 27,842 370,000 16862045 PALERMO Via Patti, 7 The property is a two floor telephone building with a basement and an outdoor area where a telecommunication antenna stands. It has a reinforced concrete frame with brick cladding, flat and practicable roof. The internal spaces feature the typical finishing for technical use. Traditional fixtures are also present within the building which has a sufficient state of maintenance and repair. At the lease contract termination refurbishment work is envisaged in order to reconvert the property to an office building for its eventual lease. The total building area is 1,685 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2014. The area is used for TLC machineries. 65,002 970,000 16862110 FICARAZZI (PA) Via V.E. Orlando The building is located between a residential building and the municipal library. It has three floors and a technical space on the flat roof. It features reinforced concrete frame and brick cladding. The internal spaces feature the typical finishing for technical use and comprise the traditional fixtures, but some spaces are unused. The state of maintenance and repair is sufficient. At the lease contract termination refurbishment works are envisaged in order to reconvert the property into a residential building for its eventual sale. The total building area is 631 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2011. The area is used for TLC machineries. 28,849 450,000 16863027 SCIACCA (AG) Via Mazzini The property is comprised of a three floor building with an underground garage and an outdoor area. It has a reinforced concrete frame with brick cladding, flat and practicable roof. The internal spaces feature the typical finishing for technical use. Traditional fixtures are also present within the building which has a sufficient state of maintenance and repair. At the lease contract termination refurbishment work is envisaged in order to reconvert the property to an office building for its eventual lease. The total building area is 2,568 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2014. The area is used for TLC machineries. 104,978 1,690,000 222 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 16864181 CARLENTINI (SR) Str. Prov., 95 The irregularly shaped telephone building has four floors and a basement as well as an outdoor vehicle area. It has a reinforced concrete frame, brick cladded façades and a practicable and flat roof where a telecommunication antenna stands. The internal spaces feature the typical finishing for technical use. Traditional fixtures are also present within the building which has an average state of maintenance and repair. At the lease contract termination refurbishment works are envisaged in order to reconvert the property to a residential building for its eventual sale. The total building area is 1,118 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 36 sqm for storage and archives, 330 sqm for garage use, 641 sqm for TLC machineries and 112 sqm for office use. 37,795 470,000 16864934 MESSINA Via Croce Rossa, 50 The property is a four floor telephone building with a basement, an outdoor vehicle area and an underground garage. It features a reinforced concrete and masonry frame, plastered and rendered façades and a flat roof where a telecommunication antenna stands. The internal spaces host equipments and machineries but some spaces are unused; finishing is heterogeneous while traditional fixtures are present. The building has an sufficient state of maintenance and repair, but at the lease contract termination refurbishment works are envisaged in order to reconvert the property to an office building for its eventual lease. The total building area is 4,687 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2014. The area is used for TLC machineries. 201,611 3,420,000 16865048 MESSINA Vico Catena Pistunina The property is a two floor telephone building with a basement and a little courtyard. It is irregularly shaped and features reinforced concrete frame and brick cladded façades. The internal spaces are provided with the typical finishing for technical use. Traditional fixtures are also present within the building which has a mediocre state of maintenance and repair. At the lease contract termination refurbishment works are envisaged in order to reconvert the property to a residential building for its eventual sale. The total building area is 629 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2014. The area is used for TLC machineries. 29,105 480,000 16868497 SIRACUSA Viale Epipoli The property is a rectangular shaped telephone building with one floor, a basement and an outdoor area. It features a reinforced concrete frame with brick cladded and rendered façades, flat roof. The internal spaces feature the typical finishing for technical use. Traditional fixtures are also present within the building which has a sufficient state of maintenance and repair. At the lease contract termination refurbishment works are envisaged in order to reconvert the property into a residential building for its eventual sale. The total building area is 565 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 220 sqm for storage and archives and 345 sqm for TLC machineries. 28,194 390,000 223 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies The telephone building has two floors, a little basement and outdoor vehicle and green areas. It features a reinforced concrete frame, rendered façades, flat and practicable roof. Traditional fixtures are also present within the building which has a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert the property into a manufacturing/handicraft factory for its eventual lease. The total building area is 2,804 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2014. The area is used for TLC machineries. 95,179 1,540,000 16884973 PALERMO The building has one floor, a second Via Saitta Longhi Camastra floor composed of a flat and practicable roof and an outdoor area. It features a reinforced concrete frame, quartzy rendered façades, flat and practicable roof. The internal spaces feature the typical finishing for technical use. Traditional fixtures are also present within the building. The state of maintenance and repair is good. At the lease contract termination refurbishment works are envisaged in order to reconvert the property into a residential building for its eventual sale. The total building area is 778 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2014. The areas are broken down as follows: 725 sqm for TLC machineries, 53 sqm for offices. 47,969 800,000 16885731 NOTO (SR) Via Fazzello The property is composed of a telephone building with two floors and an outdoor vehicle area. The rectangular shaped building features reinforced concrete frame, brick cladded façades, flat and practicable roof. The internal spaces feature the typical finishing for technical use. Traditional fixtures are also present within the building. The building has an average state of maintenance and repair. At the lease contract termination refurbishment works are envisaged in order to reconvert the property into a residential building for its eventual sale. The total building area is 573 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2011. The areas are broken down as follows: 559 sqm for TLC machineries, 14 sqm for offices. 18,408 260,000 16888131 SANTA CROCE CAMERINA (RG) Via Pisacane The property is a typical industrial building. It is rectangularly shaped and it is is comprised of only one block with a flat and non practicable roof and an outdoor area. The building features reinforced concrete frame and plastered walls. The internal spaces feature the typical finishing for technical use. Traditional fixtures are also present within the building. The state of maintenance and repair is sufficient. At the lease contract termination refurbishment works are envisaged in order to reconvert the property into a residential building for its eventual sale. The total building area is 533 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2014. The areas are broken down as follows: 492 sqm for TLC machineries, 41 sqm for offices. 16,774 260,000 16884445 PALERMO Via Modica 224 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 16890475 VILLABATE (PA) Viale Europa The property is a telephone building with two floors, an outdoor parking area and a pylon for telecommunication antennas. The rectangular shaped building has reinforced concrete frame, plastered walls with façades covered with brick cladding and flat and practicable roof. The internal spaces feature the typical finishing for technical use. Traditional fixtures are also present within the building. The state of maintenance and repair is good. At the lease contract termination refurbishment works are envisaged in order to reconvert the property into a residential building for its eventual sale. The total building area is 913 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 27 sqm for storage and archives and 886 sqm for TLC machineries. 45,781 840,000 16891127 GELA (CL) Via Ticino, 67 The property includes two buildings with an floor, a basement and an outdoor parking area. The central core is used for telephone building, it has reinforced concrete frame, plastered walls and vaulted roof. The internal spaces feature the typical industrial finishing and include traditional fixtures. The building has a mediocre state of maintenance and repair while the other building has one floor and a little basement, but it is not used. At the lease contract termination we assume refurbishment works in order to reconvert the property for retail use for its eventual lease. The total building area is 1,496 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2011. The area is used for TLC machineries. 73,069 1,130,000 16891242 RAFFADALI (AG) Via Spoleto The rectangular shaped building has one floor, a second floor composed of a flat and practicable roof where a telecommunication antenna stands. The building also includes an outdoor area on two levels. It has a reinforced concrete frame with brick walls. The internal spaces feature the typical finishing for technical use. Traditional fixtures are also present within the building. The first floor is essentially vacant. The state of maintenance and repair is sufficient. At the lease contract termination refurbishment works are envisaged in order to reconvert the property into a residential building for its eventual sale. The total building area is 553 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2014. The area is used for TLC machineries. 17,065 280,000 16891309 PALERMO Contrada Conte Federico The rectangular shaped building has one floor, a second floor composed of a flat and practicable roof where a telecommunication antenna stands, a little tower where the staircase is located and an outdoor area. The building has a reinforced concrete frame with brick walls. The internal spaces feature the typical finishing for technical use. Traditional fixtures are also present within the building. The state of maintenance and repair is good. At the lease contract termination refurbishment works are envisaged in order to reconvert the property into a residential building for its eventual sale. The total building area is 502 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2014. The area is used for TLC machineries. 23,239 380,000 225 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 16897991 RAVANUSA (AG) Via Buozzi The telephone building is rectangular shaped and it has two floors of which one under the street level, a first floor and a second floor composed of a flat practicable roof where a telecommunication antenna stands. It is a typical industrial building, it features reinforced concrete frame and plastered walls. The internal spaces feature the typical finishing for technical use. Traditional fixtures are also present within the building. The state of maintenance and repair is sufficient. At the lease contract termination refurbishment works are envisaged in order to reconvert the property into a residential building for its eventual sale. The total building area is 515 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 64 sqm for storage and archives, 403 sqm for TLC machineries and 48 sqm for office use. 16,252 270,000 19010744 MILANO Via Capodistria, 6 The property is a telephone building with two floors, a basement and a large outdoor parking area where a telecommunication antenna stands. It has a reinforced concrete frame, klinker rendered façades and pitched roof. The internal spaces feature partition walls and mobile partition walls as well as the typical finishing for technical use. Traditional fixtures are also present within the building. The building has an average state of maintenance and repair. At the lease contract termination refurbishment works are envisaged in order to reconvert the property into offices for its eventual lease. The total building area is 3,319 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2014. The area is used for TLC machineries. 172,573 2,740,000 19010751 CESANO BOSCONE (MI) Via A. Vespucci, 3 The telephone building is developed on different levels: one and two floors and a basement. It is surrounded by a perimetrical pavement as well as outdoor green and parking areas. The building features a reinforced concrete frame with brick cladding and stone masonry at ground level, pitched roof. The internal spaces feature the typical finishing for technical use. Traditional fixtures are also present within the building. The state of maintenance and repair is sufficient. At the lease contract termination refurbishment works are envisaged in order to reconvert the property into a residential building for its eventual sale. The total building area is 1,416 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 180 sqm for storage and archives, 1,169 sqm for TLC machineries and 67 sqm for office use. 62,807 1,000,000 226 Code Property Description, Age & Tenure Terms of Existing Tenancies Net Passing Rent (E p.a.) Market Value (E) 19010777 CORSICO (MI) The property is composed of a Via Privata Dante Alighieri, building with two wings, one of 3 which has two floors and a basement and the other one has one floor and a basement. The property also includes an outdoor parking area. The building has a reinforced concrete frame, with klinker brick façades, stone masonry at ground level and pitched roof. The internal spaces feature the typical finishing for technical use. Traditional fixtures are also present within the building. The state of maintenance and repair is sufficient. At the lease contract termination refurbishment works are envisaged in order to reconvert the property into a residential building for its eventual sale. The total building area is 2,402 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 184 sqm for storage and archives, 1,324 sqm for TLC machineries and 894 sqm for office use. 136,789 2,140,000 19010918 ROZZANO (MI) Via Monte Amiata, 20 The telephone building has two floors and a basement, of which the first floor is vacant. The building hosts an outdoor parking area where a telecommunication antenna stands. The building has reinforced concrete frame, klinker rendered façades and pitched roof. The internal spaces feature the typical finishing for technical use. Traditional fixtures are also present within the building. It has an average state of maintenance and repair. At the lease contract termination refurbishment works are envisaged in order to reconvert the property into an office building for its eventual lease. The total building area is 3,090 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2014. The area is used for TLC machineries. 116,345 1,930,000 19010967 SAN DONATO MILANESE (MI) Via Sanguinetti The telephone building has four floors, a basement with no lift and an outdoor parking area. It has a reinforced concrete frame, pitched roof, brick cladding and rendered façades at the superior level. The internal spaces feature the typical finishing for technical use. The building also is comprised of traditional fixtures. Internally it has an average state of maintenance and repair while externally it is good. At the lease contract termination refurbishment works are envisaged in order to reconvert the property into a residential building for its eventual sale. The total building area is 1,975 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2014. The surface is used for TLC machineries. 99,482 1,810,000 19010983 SEGRATE (MI) The property is a telephone building Strada Provinciale Cassanese with three floors, a basement and a large outdoor surface. The building has a reinforced concrete frame, klinker rendered façades with klinker cladding at ground level. The internal spaces feature partition walls and mobile partition walls as well as the typical finishing for technical use. The building also is comprised of traditional fixtures and has a mediocre state of maintenance and repair. At the lease contract termination refurbishment works are envisaged in order to reconvert the property into an office building for its eventual sale. The total building area is 1,899 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 134 sqm for storage and archives, 1,250 sqm for TLC machineries and 515 sqm for office use. 73,555 1,120,000 227 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 19010991 SEGRATE (MI) Via S. Bovio The telephone building has one floor and a basement. It features reinforced a concrete frame, pitched roof, façades with red resin plastic cladding and brick cladding at the superior level. The building is comprised of only some traditional fixtures and its state of maintenance and repair is scarse. At the lease contract termination refurbishment works are envisaged in order to reconvert the property into an office building for its eventual lease. The total building area is 610 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2011. The spaces are used for TLC machineries. 35,957 580,000 19011056 TREZZANO SUL NAVIGLIO (MI) Via E. Curiel The property inlcudes a telephone building with two floors, a basement with no lift and an outdoor asphalt paved parking area. The building features reinforced concrete frame, pitched roof, stone masonry façades at ground level and klinker cladded façades at the superior level. The internal spaces feature the typical finishing for technical use and they also comprise traditional fixtures. Internally the building has an average state of maintenance and repair while externally it is good. At the lease contract termination refurbishment works are envisaged in order to reconvert the property into an office building for its eventual lease. The total building area is 1,827 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2014. The spaces are used for TLC machineries. 58,790 900,000 19011080 SEGRATE (MI) The property is a rectangular Strada Consorziale Novegro shaped telephone building, with two floors, a basement and an outdoor green area. It features a reinforced concrete frame with brick cladding façades with stone wainscoting. Traditional and adequate fixtures are also present within the building. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building for its eventual sale. The total building area is 605 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The spaces are used for TLC machineries. 32,084 550,000 19011130 COLOGNO MONZESE (MI) Viale Marche The total building area is 2,071 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The area hosts TLC machineries. 106,600 1,710,000 The property is a three floor telephone building with a basement, also comprising an outdoor parking area. The building structure is in reinforced concrete with stone wainscoting, with brick cladding façades at first floor and plastered walls at the second. The external state of maintenance and repair is good, while internal spaces feature typical finishing for technical use and they are in an average condition. Traditional and adequate fixtures are also present within the building. At the lease contract termination we assume refurbishment works in order to reconvert the property into an office building for its eventual lease. 228 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 19011205 ABBIATEGRASSO (MI) Piazza Marconi, 27 The property is a three floor telephone building and a basement, with no lift, also comprising an outdoor vehicle area. It is mainly used for TLC machinery. It features a reinforced concrete frame structure, pitched roof, stone wainscoting, plastered walls with brick cladding in some parts. Internally, the building is divided by fixed partition walls and is characterized by traditional and adequate fixtures. The property is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential/ commercial building for its eventual sale. The total building area is 1,678 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. 69,302 1,250,000 19011262 BINASCO (MI) Via Beccaria, 2/4 The property is made up of two telephone buildings with two floors used for TLC machineries. The whole property is provided with an outdoor vehicle area with 4 parking spaces. The two buildings feature reinforced concrete frame, façades covered with clinker cladding and stone wainscoting, pitched roof. Internally the two buildings are characterized by division through fixed plastered walls and mobile partition walls. Traditional and adequate fixtures are also present within the two buildings. The property has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 985 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 853 sqm for TLC machineries, 54 sqm for storage and archives, and 78 sqm for office use. 39,696 650,000 19011320 CERNUSCO SUL NAVIGLIO (MI) Via Leonardo Da Vinci, 34 The property is a two floor telephone building, a basement and an outdoor vehicle area. It is mainly used for TLC machineries. It features a reinforced concrete frame, flat roof deck, and façades partly with brick cladding (lower part) and partly rendered. Internally, the building is divided by fixed partition walls and is characterized by traditional and adequate fixtures. The property has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,661 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. 73,652 1,190,000 229 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 19011361 GAGGIANO (MI) Via Marconi, 12/14 The property is a three floor telephone building used for TLC machineries, with an outdoor vehicle area with six parking spaces. It features a reinforced concrete frame structure and plastered walls, pitched roof. Internally it is divided through mobile partition walls and fixed plastered walls, and it is equipped with traditional and adequate fixtures. The property is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 772 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 652 sqm for TLC machineries, and 120 sqm for office use. 39,823 720,000 19011668 SANGIULIANO MILANESE (MI) Via F.lli Baracca, 5 The property consists of two buildings connected to each other: one has three floors while the other only one, both has a basement. They are mainly used for TLC machineries. The whole property is provided with a partially paved outdoor area and feature reinforced concrete frames, pitched roof, plastered walls with the exception of a portion covered with clinker cladding. Internally they are divided with fixed plastered walls. Traditional and adequate fixtures are also present within the two buildings. The property is in a poor state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 1,814 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 1,744 sqm for TLC machineries, and 69 sqm for office use. 97,786 1,570,000 19011833 SARONNO (VA) Via Torino The property is a three floor telephone building and a basement used for TLC machineries, and is provided with a paved outdoor parking area where a telecommunication antenna is located. It features reinforced concrete frame, pitched roof, plastered walls with façades partly covered with clinker cladding. Internally it is divided both through fixed partition walls and through mobile partition walls, and is equipped with traditional and adequate fixtures. The property is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 4,164 sqm for TLC machinerie and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. 212,798 3,780,000 230 Code Property Description, Age & Tenure Terms of Existing Tenancies Net Passing Rent (E p.a.) Market Value (E) 19019034 VEDANO AL LAMBRO The property is a one floor (MI) telephone building with basement Via Acc. Via Monte Grappa used for TLC machineries, and is bounded by an outdoor green area. It features reinforced concrete frame, pitched roof, plastered walls and stone wainscoting. Internally it is divided through fixed partition walls and is equipped with traditional and adequate fixtures. The property is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 880 sqm for TLC machinerie and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. 40,752 670,000 19019125 CALCO (LC) Viale Rimembranze, 1 The property is an irregular-shaped telephone building with one floor and a basement and is bounded by an outdoor green area. It features reinforced concrete frame, plastered walls and stone wainscoting. Internally, the building is divided by fixed plastered walls and mobile partition walls. The property is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 777 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The areas are broken down as follows: 721 sqm for TLC machineries, and 56 sqm for storage and archives. 42,672 560,000 19019166 PADERNO D’ADDA (LC) Via Ugo Foscolo, 1 The property is a two floor telephone building and a basement used for TLC machineries, provided with a partially porphyry-paved outdoor area. It features reinforced concrete frame, pitched roof, plastered walls with façades partly covered with clinker cladding and stone wainscoting. Internally it is divided through fixed partition walls and is equipped with traditional and adequate fixtures. The property is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 531 sqm for TLC machinerie and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. 46,168 560,000 19019190 BARZANO’ (LC) Vicolo della Torre, 7 The property is a one floor telephone building with basement used for TLC machineries, and is provided with a partially paved and partially green outdoor area. It features reinforced concrete frame, pitched roof, plastered walls with façades partly covered with clinker cladding and stone wainscoting. Internally it is divided through fixed partition walls and is equipped with traditional and adequate fixtures. The property is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 534 sqm for TLC machinerie and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. 30,495 440,000 231 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 19020941 SEREGNO (MI) Via Stefano da Seregno, 39 The property consists of two buildings: a telephone building of four floors and a basement used for TLC machineries and offices, and the other for garage use of one floor and a basement. Both are provided with a paved outdoor vehicle area where the telecommunication antenna is located. The two buildings feature reinforced concrete frame, pitched roof for the telephone building and flat roof for the buiding for garage use, plastered walls with façades partly covered with clinker cladding. Internally they are divided with fixed plastered walls and mobile partition walls, and they are characterized by traditional and adequate fixtures. The property is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a building for office use for its eventual sale. The total building area is 5,987 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The areas are broken down as follows: 4,313 sqm for TLC machineries, and 1,675 sqm for garage use. 247,193 4,200,000 19024786 MEDIGLIA (MI) Via Galileo Galilei The property is a two floor building used for telephone and technical machineries and it is surrounded by a green area. It features a reinforced concrete frame with klinker cladding façades and pitched roof. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building for its eventual sale. The total building area is 675 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. The surface is used for TLC machineries. 43,977 720,000 19026146 MUGGIO’ (MI) Via Luciano Manara The property is a two floor telephone building, rectangularly shaped, comprising a basement with no lift and a courtyard. The building structure is in reinforced concrete with resin plastic cladded and rendered façades, pitched roof. Internally, it has two staircases and open spaces with partition walls. It also features the typical finishing for technical use. Traditional and adequate fixtures are also present within the building. Internally the building has an average state of maintenance and repair while externally it is good. At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building for its eventual sale. The total building area is 2,357 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The area is used for TLC machineries. 115,313 1,820,000 232 Code Property Description, Age & Tenure Terms of Existing Tenancies Net Passing Rent (E p.a.) Market Value (E) 19028720 ARESE (MI) Via Roma, 2 The property is a three floor telephone building; it is comprised of a basement with no lift and a courtyard. The building structure is in reinforced concrete with brick cladded façades and pitched roof. Internally the building features partition walls and open space with mobile partition walls; the typical finishing for technical use are also present within the building that is also provided with traditional and adequate fixtures. Internally the building has a sufficient state of maintenance and repair while externally it is good. At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building for its eventual sale. The total building area is 886 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The area is used for TLC machineries. 51,225 820,000 19029397 VIMERCATE (MI) Via Pellizzari The property is a three floor telephone building, comprising a basement with no lift but two staircases, an outdoor area with 15 parking spaces and a garage in the basement with 14 parking spaces. The building structure is in reinforced concrete with resin plastic cladded and rendered façades, pitched roof. The internal spaces feature partition walls in the technical area and mobile partition walls in the office one. The building is also provided with typical finishing for technical use and traditional and adequate fixtures. The building has an average internal state of maintenance and repair while externally the state is good. At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building for its eventual sale. The total building area is 2,533 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The area is used for TLC machineries. 138,909 2,480,000 19036244 MELEGNANO (MI) Via Giovanni XXIII The property is a four floor building with a basement and an outdoor vehicle area where a pylon for telecommunication antennas stands. The building is used for telephone and technical machineries, except for the second floor, which is vacant. It features a reinforced concrete frame with plastered and rendered façades, pitched roof. The internal spaces feature the typical finishing for technical use. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert the property into an office building for its eventual lease. The total building area is 5,023 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2014. The area is used for TLC machineries. 268,016 4,350,000 233 Code Property Description, Age & Tenure Terms of Existing Tenancies Net Passing Rent (E p.a.) Market Value (E) 19037564 CESANO MADERNO (MI) The property is composed of a Via Novara building with three wings, also comprising an outdoor vehicle area and a green area where a telecommunication antenna stands. The central core is a four floor telephone building with two basements and a lift. It features a reinforced concrete frame with plastered and rendered façades, pitched roof. The internal spaces feature the typical finishing for technical use. The building’s internal state of maintenance and repairs is average, while the external state is good. The second wing is a one floor building for office use; while the third wing is an industrial hangar used as a garage. At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential/office building for its eventual sale. The total building area is 4,438 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2014. The spaces of the main core are used for TLC machineries. 194,281 3,100,000 19041350 SEDRIANO (MI) Via Magenta The property is a two floor telephone building with a basement and a lift. It also is comprised of an outdoor in part asphalt paved and in part green area, used for parking, as well as a telecommunication antenna. It features a reinforced concrete frame with resin plastic cladded and rendered façades, pitched roof. The internal area features partition walls and open spaces. The building is also typically finished for technical use and traditional and adequate fixtures. It has an internal average state of maintenance and repair while the external state is good. At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building for its eventual sale. The total building area is 2,404 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2014. The spaces are used for TLC machineries. 105,538 1,650,000 19042580 DESIO (MI) Via E. Fermi, 16 The property is a two floor telephone building with a basement and a lift. It also is comprised of an outdoor in part asphalt paved and in part green area, used for parking. It features a reinforced concrete frame with resin plastic cladded and rendered façades, pitched roof. The internal area features partition walls and open spaces. The building is also provided with typical finishing for technical use and traditional and adequate fixtures.The building has an internal average state of maintenance and repair while the external state is quite good. At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building for its eventual sale. The total building area is 3,061 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2014. The area is used for TLC machineries. 104,214 1,580,000 234 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 19047142 CARATE BRIANZA (MI) Via Cusani, 32 The property is a two floor telephone building with a basement and an outdoor asphalt paved parking area. It features a reinforced concrete frame with plastered and rendered façades, pitched roof. The internal spaces feature the typical finishing for technical use, but the first floor is essentially vacant. Although the size is very large, the building includes only one internal staircase. Traditional and adequate fixtures are also present within the building which has a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert the property into offices for its eventual lease. The total building area is 3,512 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2014. The area is essentially used for TLC machineries. 151,437 2,540,000 19050567 BELLINZAGO LOMBARDO (MI) Via Donatori di Sangue The property is a rectangular shaped telephone building with one floor, a little basement and an outdoor green area. It features a reinforced concrete frame with plastic plastered and rendered façades, stone masonry at ground level, pitched roof. The internal spaces feature the typical finishing for technical use. Traditional fixtures are also present within the building. The state of maintenance and repair is good. At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building for its eventual sale. The total building area is 519 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2011. The area is used for TLC machineries. 29,626 420,000 19051094 PIEVE EMANUELE (MI) Via Donatori del Sangue The property is a telephone building with two floors, of which one is the ground floor, essentially used for equipments and machineries whereas the first floor is used for offices. The building is also has an outdoor green area. It has a reinforced concrete frame with rendered façades and pitched roof. The building has an internal and reinforced concrete external staircases. The internal spaces feature the typical finishing for technical use. Traditional fixtures are also present within the building which has an average state of maintenance and repair. At the lease contract termination refurbishment works are envisaged in order to re-convert the property into a residential building for its eventual sale. The total building area is 1,315 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2014. The spaces are used for TLC machineries. 69,745 1,050,000 235 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 19056671 CASATENOVO (LC) Via di Lottizzazione The property includes two buildings with rendered façades, reinforced concrete frame, pitched roof and an outdoor area. One building has two floors and it is currently unused. The second building has two floors and a basement and it is characterized by the typical finishing and fixtures. The state of maintenance and repair is sufficient. At the lease contract termination refurbishment works are envisaged in order to reconvert the property into a residential building for its eventual sale. The total building area is 1,746 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2011. The areas are broken down as follows: 667 sqm for TLC machineries and 1,078 sqm for office use. 101,063 1,300,000 19058339 CORNAREDO (MI) Via Favaglie S. Rocco The property is a two floor telephone building with a basement, an outdoor green area and an ourdoor asphalt paved area with 20 parking spaces. It has a reinforced concrete frame with rendered façades and flat roof. The internal spaces feature the typical finishing for technical use. Traditional fixtures are also present within the building which has a sufficient state of maintenance and repair. At the lease contract termination refurbishment works are envisaged in order to reconvert the property into an office building for its eventual sale. The total building area is 2,074 sqm and it is entirely let to Telecom spa with a lease contract that expires in 2014. The areas are broken down as follows: 803 sqm for TLC machineries, 337 sqm for storage and archives and 934 sqm for office use. 83,536 1,280,000 01000265 MONCALIERI (TO) Via Nazario Sauro, 12 The property is a two floor building with a basement and a car parking area with metal roofing in the courtyard. An upper wing is used for storage and machineries while the other building separated by the central core is used for garage. The main building features brick cladding façades and pitched roof. Traditional and adequate fixtures are also present within the building. The state of maintenance and repair is good. At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building for its eventual sale. The total building area is 3,105 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 189 sqm for storage and archives, 669 sqm for garage use, 1,929 sqm for TLC machineries and 317 sqm for office use. 175,735 2,700,000 01028050 OLEGGIO (NO) Via Sant’Antonio, 16 The property is a two floor building with a basement surrounded by a large external area for parking and it is used as a telephone building. The two floors are used for storage and machineries while the basement is used for garages. The building features a reinforced concrete frame with the roof partly pitched and partly flat, plastered walls with façades covered, in part, with clinker cladding. Traditional and average adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 1,328 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 101 sqm for storage and archives, 1,189 sqm for TLC machineries and 39 sqm for office use. 79,726 900,000 236 Code Property Description, Age & Tenure Terms of Existing Tenancies Net Passing Rent (E p.a.) Market Value (E) 01055541 VALTOURNENCHE (AO) The property is a two floor building with a basement and an attic. The building façade is characterized by stone plinth in the lower part, and plastered white walls in the upper part. The structure features pitched roof. Traditional and adequate fixtures are also present within the building. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 643 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. 24,944 610,000 02012484 CASAZZA (BG) Strada Statale 42, 6 The property is a two floor building with a basement. The basement is used for storage and TLC machineries, the groundfloor for offices, although partly empty. The building features plastered walls that are partly rendered with grey stones and a pitched roof. Traditional and adequate fixtures are also present within the building. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 547 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. 21,294 310,000 02012542 CISANO BERGAMASCO (BG) Via Mazzini, 11 The property is a two floor telephone building with a basement, provided and a wide outdoor area where a telecommunication antenna is positioned. The building features reinforced concrete frame with plastered walls and a pitched roof, while internally, the building is divided by plastered brickwalls or mobile partition walls with aluminium frames. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential/office building with commercial units on ground floor for its eventual sale. The total building area is 2,000 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 176 sqm for storage and archives, 1,026 sqm for TLC machineries and 797 sqm for office use. 112,197 1,480,000 02014894 GORLA MINORE (VA) Via Rovereto The property is a two floor telephone building with an outdoor green area where the telecommunication antenna is positioned. It features a pitched roof, plastered walls with façades partly covered with clinker cladding, different heights according to the different parts. Internally it features brick partition walls, as well as traditional and adequate fixtures. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 653 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 462 sqm for TLC machineries and 191 sqm for office use. 28,779 490,000 237 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 02015008 CASSANO MAGNAGO (VA) Via Buttafava The property is a two floor telephone building with a basement. The building is provided with a wide outdoor vehicle area, where a telecommunication antenna is positioned, as well as some green areas. The building features reinforced concrete frame, flat roof, and plastered walls with façades partly covered with clinker cladding. Internally, the building is divided by plastered brickwalls or mobile partition walls. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,874 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 1,497 sqm for TLC machineries and 377 sqm for office use. 100,600 1,220,000 02015032 SOMMA LOMBARDO (VA) Via Fontana The property is a two floor telephone building with a basement, and an outdoor vehicle area with some private green areas. The building features reinforced concrete frame, flat roof, plastered walls with façades partly covered with clinker cladding. Internally, the building is divided by plastered brickwalls or mobile partition walls. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 801 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. 47,875 700,000 02015495 CHIAVENNA (SO) Via G. Matteotti, 1 The property is a two floor telephone building with a basement and an outdoor vehicle area, used for TLC machineries and offices. The building features a reinforced concrete frame, pitched roof where the telecommunication antenna is positioned and plastered walls. Internally, the building is divided by plastered brickwalls and it features traditional and adequate fixtures. The building is in good conditions. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 1,426 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 733 sqm for TLC machineries, 188 sqm for storage and 505 sqm for office use. 80,563 1,080,000 238 Code Property 02017475 LECCO (LC) Corso Bergamo 02021378 SONDALO (SO) Via Roma, 14 02021402 TIRANO (SO) Viale Italia, 2 02022129 INDUNO OLONA (VA) Via Mario Croci, 16 Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies The property is a one floor telephone building with a basement and an outdoor vehicle area, used for TLC machineries. The building features a reinforced concrete frame, pitched roof, and façades covered with clinker cladding. Internally, the building is divided by plastered brickwalls and mobile partition walls and it is provided with traditional and adequate fixtures. The state of maintenance and repair is excellent. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The property is a squared three floor telephone building with a basement, sorrounded by a paved outdoor area where a telecommunication antenna is positioned. The asset features a reinforced concrete frame, pitched roof, and plastered walls with the façade of the ground floor covered with stone plinth. Internally, the building is divided by plastered brickwalls while the internal spaces are divided by mobile partition walls, and features traditional and adequate fixtures. The building has a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The property is a two floor telephone building with a basement used for telephone exchange, provided with an external paved area. The building features reinforced concrete frame, pitched roof with a telecommunication antenna, and plastered walls with stone plinth in the two façades overlooking the public road. Internally, the building is divided by plastered brickwalls and mobile partition walls, and it is provided with traditional and adequate fixtures. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The property is a squared two floor telephone building with a basement and an outdoor green area. The building features a reinforced concrete frame, pitched roof, plastered walls with façades partly covered with clinker cladding. Internally, the building is divided by plastered brickwalls and is provided with traditional and adequate fixtures. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 522 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. 44,823 570,000 The total building area is 782 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 643 sqm for TLC machineries, and 139 sqm for office use. 35,946 490,000 The total building area is 713 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 665 sqm for TLC machineries, and 48 sqm for office use. 42,630 640,000 The total building area is 949 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 696 sqm for TLC machineries, and 252 sqm for office use. 52,965 750,000 239 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 02022228 ARCISATE (VA) Via Nicolò Sormani The property is a one floor telephone building with a basement and an outdoor green area, used for TLC machineries. The building features a reinforced concrete frame, pitched roof, façades covered with clinker cladding. Internally, the building is divided by plastered brickwalls and it is provided with traditional and adequate fixtures. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 505 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. 32,547 440,000 02022335 CUNARDO (VA) Via Galileo Galilei, 12 The property is formed of two connected buildings provided with an outdoor area: the first one is a single storey building, while the second counts two floor building. Both are used for TLC machineries, offices, storage. The buildings feature reinforced concrete frame, pitched roof, plastered walls. Internally, the building is divided by plastered brickwalls, and is provided with traditional and adequate fixtures. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 881 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 70 sqm for storage and archives, 701 sqm for TLC machineries, and 111 sqm for office use. 37,929 480,000 02022384 GAVIRATE (VA) Via Fermi, 17 The property is a two floor telephone building with a basement and a wide outdoor vehicle, used for TLC machineries. The building features reinforced concrete frame, pitched roof, plastered walls (first floor), façades covered with clinker cladding (mezzanine), stone plinth façades (basement). Internally, the building is divided by plastered brickwalls, and is provided with traditional and adequate fixtures. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert itinto a residential building for its eventual sale. The total building area is 1,199 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 24 sqm for storage and archives, 1,022 sqm for TLC machineries, and 153 sqm for office use. 62,000 980,000 02022400 LAVENO MOMBELLO (VA) Via Martiri della Libertà The property is a two floor telephone building with a basement and an outdoor vehicle area, used for TLC machineries. The building features a reinforced concrete frame, pitched roof, façades covered with clinker cladding. Internally, the building is divided by plastered brickwalls, and is provided with traditional and adequate fixtures. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 866 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 7 sqm for storage and archives, 741 sqm for TLC machineries, and 118 sqm for office use. 63,981 1,000,000 240 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 02028852 DALMINE (BG) Via Sabbio, 2 The property consists of a mezzanine floor (technological use) and a basement used as garages, surrounded by an outdoor green area where a telecommunication antenna is positioned. The building features a pitched roof, plastered walls with façades partly covered with clinker cladding. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 959 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 59 sqm for storage and archives, 202 sqm for garage use, 575 sqm for TLC machineries and 123 sqm for office use. 44,424 530,000 02032839 BODIO LOMNAGO (VA) Via Bartolomeo Bai The property is a two floor telephone building, provided with an outdoor green area, used for TLC machineries. The building features a reinforced concrete frame, pitched roof with a telecommunication antenna, plastered walls with façades covered partly with clinker cladding. Internally, the building is divided by plastered brickwalls, and it is provided with traditional and adequate fixtures. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 570 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. 30,766 460,000 02033407 VILLA D’ALME’ (BG) Via Locatelli Milesi, 2 The property is a two floor telephone building with a basement, and is provided with a telecommunication antenna in the outdoor area, also used for parking. The building externally features plastered walls, while internally, it is provided with traditional and adequate fixtures. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,450 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 187 sqm for storage, 989 sqm for TLC machineries and 274 sqm for office use. 52,544 810,000 02034405 SERIATE (BG) Via Italia The property is a one floor building with a basement, provided with an outdoor area partly green and partly paved for parking. The basement is used for TLC machineries, the ground floor is used as telephone exchange and offices. The building features pitched roof, plastered walls, communication antenna. Both externally and internally, it is provided with ordinary fixtures. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 1,461 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 36 sqm for storage and archives, and 1,425 sqm for TLC machineries. 53,145 770,000 241 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 02038984 PONTE NOSSA (BG) Via Libertà, 23 The property is a one floor building with a basement used for garage and TLC machineries. The buiding has an outdoor vehicle area—where a communication antenna is located—and is partly covered in green. It features a pitched roof and plastered walls. Internally, the building is divided by plastered brickwalls or mobile partition walls with aluminium frame. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 720 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. 28,033 320,000 02040162 BESOZZO (VA) Via Cesare Battisti The property is a two floor telephone building with a basement, provided with a paved vehicle area, used for TLC machineries. The building features a reinforced concrete frame, pitched roof, and plastered walls. Internally, the building is divided by plastered brickwalls or mobile partition walls, and is provided with traditional and adequate fixtures. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,885 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 251 sqm for office use, and 1,634 sqm for TLC machineries. 72,576 1,180,000 02040352 CARDANO AL CAMPO (VA) Via Cesare Battisti The property is a one floor telephone building with a basement and it is used for TLC machineries. The buiding is provided with an outdoor green area. It features reinforced concrete frame, pitched roof and plastered walls. Internally, the building is divided by plastered brickwalls or mobile partition walls and it is characterized by traditional and adequate fixtures. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,336 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 489 sqm for storage and archives, and 848 sqm for TLC machineries. 64,920 800,000 242 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 02040998 CASTIONE DELLA PRESOLA (BG) Via Costa Salaer, 43 The property is a three floor telephone building, bounded by a large outdoor green area. The building is used for TLC machineries and offices and is partly vacant. The building features pitched roof with a telecommunication antenna and plastered walls. Internally, the building is divided by plastered brickwalls or mobile partition walls with aluminium frame, and it is provided with traditional and adequate fixtures. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,165 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 600 sqm for TLC machineries, and 564 sqm for office use. 58,109 1,100,000 02041012 COLICO (LC) Strada Statale, 38 The property is a one floor telephone building with a basement and an outdoor vehicle area where the telecommunication antenna is positioned. It features reinforced concrete frame, framework in perforated bricks in the floor, concrete tiling, plastered walls and stone plinth façades in the lower part. Internally, the building is divided by plastered brickwalls or mobile partition walls. It is characterized by traditional and adequate fixtures. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,227 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 427 sqm for storage and archives, and 800 sqm for TLC machineries. 60,575 830,000 02042564 BAGNATICA (BG) Via Calvi, 1 The property is a one floor telephone building with a basement and an outdoor area that is partly gardened and partly paved for parking, used for TLC machineries. The building features pitched roof and plastered walls, while internally it has traditional and adequate fixtures. The asset presents itself in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 914 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 38 sqm for office use, and 875 sqm for TLC machineries. 36,469 430,000 02042838 OLGINATE (LC) Via Spluga The property is a rectangular one floor telephone building with a basement and an outdoor area in concrete floor tiles. The building features reinforced concrete frame with framework in perforated bricks in the floor, pitched roof, and plastered walls with granite wainscoting. Internally, the building is divided by plastered brickwalls and is characterized by traditional and adequate fixtures. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 735 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. 45,536 620,000 243 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 02045047 VILLONGO (BG) Via A. Volta The property is a one floor telephone building with a basement and it is provided with an outdoor green area. The building features pitched roof and plastered walls; internally, the building is divided by plastered brickwalls or mobile partition walls, and it is characterized by traditional and adequate fixtures. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 684 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 6 sqm for office use, and 678 sqm for TLC machineries. 23,975 270,000 02045393 ROVETTA (BG) Via Piave, 19 The property is a telephone building, consisting of one floor and a basement. It is surrounded by an outdoor area that in part is green area and in part it is asphalt-paved for parking. The building is used for TLC machineries and for offices. The building features pitched roof and plastered walls; internally the building is divided by plastered brickwalls or mobile partition walls, and is characterized by traditional and adequate fixtures. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 651 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 284 sqm for office use, and 367 sqm for TLC machineries. 27,534 420,000 02046102 CUVEGLIO (VA) VIA BRERA The property is a one floor telephone building with a basement, incorporating with an outdoor green area which is used for TLC machineries. The building features reinforced concrete frame, pitched roof and plastered walls. Internally the building is divided by plastered brickwalls or mobile partition walls, and is characterized by traditional and adequate fixtures. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 566 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. 28,819 370,000 02049023 LAVENA PONTE TRESA (VA) Via Campagna The property is a one floor telephone building with a basement, it is provided with an outdoor green area and is used for TLC machineries. The building features reinforced concrete frame, pitched roof with a telecommunication antenna, and plastered walls. Internally the building is divided by plastered walls, and is characterized by traditional and adequate fixtures. It is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 767 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 9 sqm for office use, and 758 sqm for TLC machineries. 41,381 630,000 244 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 02052027 PONTERANICA (BG) Via Unione The property is a two floor telephone building with a basement, and an outdoor vehicle area with an electric cabin. The building is used for TLC machineries and offices. It features externally pitched roof and plastered walls and internally traditional and adequate fixtures and is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 529 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 389 sqm for office use, and 140 sqm for TLC machineries. 26,041 390,000 02061473 SARNICO (BG) Via delle Foppe, 1 The property is a one floor telephone building with a basement and is provided with an almost totally paved outdoor area, where a telecommunication antenna is located. The building features pitched roof and plastered walls. Internally the building is divided by plastered walls or mobile partition walls, and is characterized by traditional and adequate fixtures. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 1,360 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 168 sqm for office use, 605 sqm for TLC machineries, 122 sqm for storage and archives, and 464 sqm for garage use. 62,799 800,000 02064873 ALZANO LOMBARDO (BG) Via Mearoli The property is a one floor telephone building with a basement, and is surrounded by a paved outdoor area with a telecommunication antenna. The building is used for TLC machineries and offices, and features pitched roof and plastered walls. Internally the building is divided by plastered walls or mobile partition walls, and is characterized by traditional and adequate fixtures. The building has a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 506 sqm for TLC machineries, and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. 23,764 320,000 03000166 EGNA (BZ) Via Bolzano, 24 The property is regularly shaped, with two floors and an attic surrounded by a wide outdoor area that is partly green and partly paved, where a telecommunication antenna is positioned. The building is used for TLC machineries. It features reinforced concrete frame, pitched roof, and plastered walls with stone plinth wainscoting. Internally, the building is divided by plastered brickwalls, and is provided with traditional and adequate fixtures. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a building with offices use for its eventual sale. The total building area is 513 sqm for TLC machineries, and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. 30,472 500,000 245 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 03000182 LAIVES (BZ) Via Noldin, 4 The property is regularly shaped, with two floors and a basement used for telephone exchange, and is provided with a red porphyry paved outdoor area. The building is used for TLC machineries. The building features reinforced concrete frame, pitched roof with a telecommunication antenna, and plastered walls. Internally, the building is divided by plastered brickwalls, and is provided with traditional and adequate fixtures. The building has a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 850 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 742 sqm for TLC machineries, 17 sqm for storage and archives, and 91 sqm for garage use. 55,184 860,000 03012765 LAIVES (BZ) Via Maso Hilber, 13 The property is consists of two buildings connected to each other, with an outdoor area with a telecommunication antenna: the first one is a regularly-shaped buiding with two floors and the second one is a rectangular-shaped buiding with one floor, used for storage. The main building is used for TLC machineries and features reinforced concrete frame, pitched roof, plastered walls. Internally, this building is divided by plastered brickwalls and is provided with traditional and adequate fixtures. The other features reinforced concrete frame, flat roof, and plastered walls. The property is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 642 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 326 sqm for storage and archives, and 315 sqm for TLC machineries. 36,472 650,000 03014282 TRENTO (TN) Via Maccani, 86 The property is regularly shaped, with three floors, a basement, and an outdoor vehicle area. The building is used for TLC machineries and offices. It features reinforced concrete frame, flat roof, where a telecommunication antenna is located, plastered walls. Internally, the building is divided by plastered brickwalls, while the offices are divided by mobile partition walls with aluminium frame. It is provided with traditional and adequate fixtures. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into an office building with retail units on ground floor for its eventual sale. The total building area is 2,166 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 1,171 sqm for TLC machineries, 362 sqm for storage and archives, and 634 sqm for office use. 112,232 1,790,000 246 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 03024281 RIVA DEL GARDA (TN) Via dei Tigli, 42 The property is regularly shaped, with one floor provided with two facilities in the rear: the first is attached to the main buiding, and the other is separated and are both used as garages. The whole property is provided with an external area— where a telecommunication antenna is located—that is partly green and partly paved. The building is used for TLC machineries and offices. The building features reinforced concrete frame, flat roof, walls covered with pre cast panels. Internally, the building is divided by plastered brickwalls and mobile partition walls with aluminium frame. It is provided with traditional and adequate fixtures. The building has a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,551 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 909 sqm for TLC machineries, 146 sqm for storage and archives, 340 sqm for garage use, and 156 sqm for office use. 73,753 1,290,000 04002162 MUGGIA (TS) Via S. Giovanni, 8 The property is a two floor telephone building with a partial mezzanine, and is provided with an outdoor parking area. The building is used for TLC machineries and offices. It features reinforced concrete frame and plastered walls in two different colours in the upper and lower part of the façade. Internally, the building is divided by plastered brickwalls and mobile partition walls. It is provided with traditional and adequate fixtures. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 567 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 92 sqm for garage use,16 sqm for storage and archives, and 459 sqm for TLC machineries. 27,829 440,000 04002279 TRIESTE (TS) Via di Prosecco, 4 The property is a two floor telephone building, provided with a garage and an outdoor parking area. The building is used for TLC machineries and offices. The whole building features reinforced concrete frame and plastered walls with a marked wainscot. Internally, the building is divided by plastered brickwalls and mobile partition walls with aluminium frame. It is provided with traditional and adequate fixtures. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a an office building for its eventual lease. The total building area is 820 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 316 sqm for garage use, 31 sqm for storage and archives, 159 sqm for office use, and 314 sqm for TLC machineries. 43,324 640,000 247 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 04016774 GORIZIA (GO) Via Concordia, 34 The property is a two floor telephone building, provided with an outdoor parking area. The building is used for TLC machineries and offices. The building features reinforced concrete frame and masonry, walls plastered in two different colours in the upper and lower part of the façade. Internally, the building is divided by plastered brickwalls and mobile partition walls with aluminium frame. It is provided with traditional and adequate fixtures. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 508 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. 17,744 250,000 04021790 CORMONS (GO) Via Madonnina The property is a three floor telephone building, provided with an outdoor parking area and a telecommunication antenna. The building is used for TLC machineries and offices. It building features reinforced concrete frame and masonry, and plastered walls. Internally, the building is divided by plastered brickwalls and mobile partition walls. It is provided with traditional and adequate fixtures. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into an office building for its eventual lease. The total building area is 768 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. 37,774 520,000 04026450 CORDENONS (PN) Via Cervel The property is a two floor telephone building, with an outdoor parking area and a telecommunication antenna. The building is used for TLC machineries and offices. The building features reinforced concrete frame and masonry, walls plastered in two different colours. Internally, the building is divided by plastered brickwalls and mobile partition walls with aluminium frame. It is provided with traditional and adequate fixtures. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 919 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. 45,200 720,000 248 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 05001602 ADRIA (RO) Via Badini The property consists of three buildings with an outdoor vehicle area and a telecommunication antenna. The three buildings are similar, although functionally they have different uses: the first is a three upper floor building in a mediocre state with a basement in critical conditions and used for storage and offices; the second is a two floor building rising at the base of the telecommunication antenna, used for telefone exchange and storage; the third one is separated from the other two and is used as a generator. They feature reinforced concrete frame, concrete floor, pitched and flat roof, plastered walls. Internally, the whole building is provided with traditional and adequate fixtures. The property has a mediocre state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,028 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 201. The areas are broken down as follows: 156 sqm for storage and archives, 426 sqm for office use, and 447 sqm for TLC machineries. 55,443 620,000 05003442 SPINEA (VE) Via Filande The property is a two floor building, provided with an external asphaltpaved area for parking. The building is used for TLC machineries. The building features reinforced concrete frame, concrete floor, flat roof, plastered walls. Internally, the building is divided in the groundfloor by plastered brickwalls and in the first floor by mobile partition walls. It is provided with traditional and adequate fixtures. The building has a good state of maintenance and repair, except for paving detachment in the groundfloor. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,042 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. 51,230 820,000 05003657 ASOLO (TV) Via Manin, 16 The property is a one floor telephone building with a basement used as telephone exchange and an outdoor area. The building is used for TLC machineries and only in minimum part for offices. The building features reinforced concrete frame, plastered walls and stone plinth wainscoting, pitched roof. Internally the building is divided by plastered walls or mobile partition walls with aluminium frame, and it is characterized by traditional and adequate fixtures. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 586 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 112 sqm for storage and archives, and 474 sqm for TLC machineries. 27,077 450,000 249 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 05004101 VILLORBA (TV) Via Pio X The property is a two floor telephone building, provided with a telecommunication antenna. The building is mainly used for TLC machineries and only in part for offices. The building features reinforced concrete frame and masonry, and plastered walls. Internally the building is divided by plastered walls or mobile partition walls with aluminium frame, and it is characterized by traditional and adequate fixtures. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 562 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. 30,306 460,000 05004242 FELTRE (BL) Via Roma The property is a three floor telephone building with a basement used for telephone exchange and an outdoor area. The building is used mainly for TLC machineries and in part for offices. The building features reinforced concrete frame, walls covered with marble slabs, roof in copper plates. Internally, the building is divided by plastered brickwalls and mobile partition walls with aluminium frame. It is provided with traditional and adequate fixtures. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 766 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 48 sqm for storage and archives, 656 sqm for TLC machineries, and 62 sqm for other uses. 41,330 580,000 05020073 CARBONERA (TV) Via F. Baracca, 25 The property is a two floor telephone building, mainly used for TLC machineries and only in part for offices. The building features reinforced concrete frame and masonry, and plastered walls. Internally the building is divided by plastered walls or mobile partition walls with aluminium frame, and it is characterized by traditional and adequate fixtures. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 541 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 26 sqm for storage and archives, and 515 sqm for TLC machineries. 24,166 320,000 05022699 SILEA (TV) Via Callalta The property is a two floor telephone building, provided with an outdoor area used for parking. The building is used for TLC machineries and only in part for offices. The building features reinforced concrete frame, and plastered walls. Internally the building is divided by plastered walls or mobile partition walls, and it is characterized by traditional and adequate fixtures. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 508 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. 29,419 410,000 250 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 05022731 PAESE (TV) Via Pravato, 8 The property is a two floor telephone building, bounded by an outdoor area with a telecommunication antenna. The building is used for TLC machineries and only in part for offices. The building features reinforced concrete frame and plastered walls. Internally the building is divided by plastered walls or mobile partition walls with aluminium frame, and it is characterized by traditional and adequate fixtures. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into an office building, with retail units on ground floor, for its eventual sale. The total building area is 994 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. 50,653 760,000 05022871 PIEVE DI SOLIGO (TV) Via Marconi, 59 The property is a one floor telephone building provided with a telecommunication antenna and bounded by an outdoor area. The building features reinforced concrete frame and masonry, and plastered walls. Internally the building is divided by plastered walls or mobile partition walls, and it is characterized by traditional and adequate fixtures. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 750 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. 31,114 440,000 05025353 PREGANZIOL (TV) Via Gramsci, 15 The property is a three floor telephone building, bounded by an outdoor vehicle area. The building features reinforced concrete frame and plastered walls. Internally, the building is divided by plastered brickwalls and mobile partition walls with aluminium frame. It is provided with traditional and adequate fixtures. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 961 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 24 sqm for storage and archives, and 937 sqm for TLC machineries. 51,844 720,000 05025395 MOTTA DI LIVENZA (TV) Viale Venezia, 14 The property is a three floor telephone building, bounded by an outdoor area and a telecommunication antenna. The building features reinforced concrete frame and plastered walls, pitched roof. Internally, the building is divided by plastered brickwalls and mobile partition walls and is provided with traditional and adequate fixtures. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 594 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. 30,905 430,000 251 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 05029710 LENDINARA (RO) Via Giovanni XXIII The property is a two floor telephone building with an outdoor vehicle area comprising a small part in green. It features reinforced concrete frame, plastered walls, pitched roof with a telecommunication antenna. The ‘‘pilotis’’ groundfloor is used for parking, while the firstfloor is used for telephone exchange. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 713 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. 26,804 370,000 06026369 MAGNANEGO (GE) Via Giovanni XXIII, 57/A The property is a four floor telephone building. It has no lift and features reinforced concrete frame, plastered walls with stone plinth wainscoting, flat roof. The groundfloor is divided through fixed partition walls, while the floors are open space with some mobile partition walls. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,079 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 26 sqm for storage and archives, and 1,052 sqm for TLC machineries. 68,713 1,020,000 07002832 CASTEL SAN GIOVANNI (PC) Via F.lli Bandiera The property is a two floor telephone building with an outdoor vehicle area. The building is used for TLC machineries and for offices. It features a reinforced concrete frame, flat roof, while façades covered with clinker cladding. Internally, the building is divided through fixed partition walls and traditional and adequate fixtures are also present within the building. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 1,064 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 122 sqm for storage and archives, 71 sqm for office use, 137 sqm for garage use and 734 sqm for TLC machineries. 58,786 790,000 07027938 LUGAGNANO VAL D’ARDA (PC) Via Matteotti, 60 The property is a three floor telephone building, comprising an outdoor vehicle area. The building is mainly used for TLC machineries. It features a reinforced concrete frame, pitched roof, plastered walls. Internally, the building is divided through fixed partition walls. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 725 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. 31,144 420,000 252 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 07045385 FIORENZUOLA D’ARDA (PC) Via S. B. da Chiaravalle ang. Via Cappuccini The property is a two floor telephone building, with an outdoor vehicle area. The building is mainly used for TLC machineries and only in part for offices. The building features a reinforced concrete frame, flat roof, plastered walls. Internally, the building is divided with fixed partition walls. Traditional and adequate fixtures are also present within the building. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 641 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. 29,045 460,000 07045963 GAMBETTOLA (FC) Via Udine The property is a two floor telephone building with an outdoor vehicle area with a telecommunication antenna. The building is mainly used for TLC machineries and features a reinforced concrete frame and plastified rendered walls, flat roof. Internally, the building is divided through fixed partition walls. Traditional and adequate fixtures are also present within the building. The building has a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 581 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 31 sqm for storage and archives, 20 sqm for office use, and 530 sqm for TLC machineries. 34,166 440,000 08012252 SAN GIOVANNI VALDARNO (AR) Via Giovanni XXIII, 15 The property is a two floor telephone building with an outdoor asphalt and paved area used for car parking. The building is mainly used for TLC machineries and only in part for offices. The building features plastered walls and stone plinth wainscoting. Internally the building is divided by plastered walls and is characterized by traditional and adequate fixtures. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 1,310 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 67 sqm for storage and archives, 72 sqm for office use, and 1,171 sqm for TLC machineries. 47,693 820,000 253 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 08021196 PISA (PI) Via Luigi Bianchi, 68 The property is a two floor telephone building, provided with an outdoor parking area. The building is mainly used for TLC machineries and features a reinforced concrete frame and plastered walls characterized by stone frames surrounding the openings, pitched roof. Internally the building is divided by plastered walls and mobile partition walls and is characterized by traditional and adequate fixtures. The building results to be in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 967 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 4 sqm for storage and archives, and 963 sqm for TLC machineries. 57,826 950,000 09002980 PERUGIA (PG) Via Tuderte The property is a two floor building with a basement surrounded by an external parking area. The building is mainly used for offices and TLC machineries. The building features reinforced concrete frame and floor, pitched roof, brick cladding walls. Traditional and average adequate fixtures are also present within the building. The building has a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 1,305 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 607 sqm for TLC machineries and 698 sqm for office use. 44,389 710,000 09003210 PORTO SANT’ELPIDIO (AP) Via Gran Sasso The property is a three floor telephone building with a basement and an outdoor vehicle area. It features a reinforced concrete frame, flat roof, façades covered with clinker cladding. Internally, the building is divided both through fixed partition walls and through mobile partition walls. Traditional and adequate fixtures are also present within the building. The state of maintenance and repair is poor. At the lease contract termination we assume refurbishment works in order to reconvert it into a building for an office building use for its eventual lease. The total building area is 1,931 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 1,166 sqm for TLC machineries, 508 sqm for garage use, 65 sqm for storage and archives, and 192 sqm for office use. 84,442 1,210,000 09003244 GROTTAMMARE (AP) Via Crivelli The property is a two floor telephone building with an outdoor area that is partly paved for parking use and partly green. The building is mainly used for TLC machineries and features reinforced concrete frame and floor, pitched roof, façades covered with clinker cladding. Internally, the building is divided through fixed partition walls, and is characterized by traditional and average adequate fixtures. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 531 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 518 sqm for TLC machineries and 13 sqm for storage and archives. 23,942 400,000 254 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 09016154 SAN BENEDETTO DEL TRONTO (AP) Via Tevere The property is a two floor building with an attic level, with a telecommunication antenna located in the external area which is partly paved for parking use and partly green. The building is mainly used for TLC machineries and features a reinforced concrete frame, pitched roof, rendered walls with plastic coating. Internally, the building is divided both through fixed partition walls and through mobile partition walls. Traditional and adequate fixtures are also present within the building. The building is in a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 780 sqm and is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 768 sqm for TLC machineries and 12 sqm for storage and archives. 38,509 700,000 09021964 PORTO SAN GIORGIO (AP) Via Giorgione The property is a three floor telephone building with a basement used for telephone exchange, and is provided with an outdoor vehicle area. The building is mainly used for TLC machineries and features reinforced concrete frame, pitched roof, plastered walls. It is internally characterised by fixed partition walls and mobile partition walls. Traditional and adequate fixtures are also present within the building. The asset presents itself in a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 976 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 632 sqm for TLC machineries, 102 sqm for office use, 226 sqm for garage use and 15 sqm for storage and archives. 76,854 1,330,000 09028464 SANT’ELPIDIO A MARE (AP) Via Angeli The property is a two floor building, and is provided with an outdoor area that is in part asphalt-paved for parking use and in part green. The building is mainly used for TLC machineries. It features a reinforced concrete frame, flat roof, and walls covered with plaster with resin coating. Internally, the building is divided both through fixed partition walls and through mobile partition walls. Traditional and adequate fixtures are also present within the building. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 536 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 500 sqm for TLC machineries and 36 sqm for garage use. 21,396 290,000 255 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 09047092 CASTEL DI LAMA (AP) Traversa di Via Filzi The property is a two floor building, and it is provided with an outdoor area that is asphalt-paved for parking use. The building is mainly used for TLC machineries. The building features reinforced concrete frame, pitched roof, walls covered with plastic plaster treated with resin. Internally, the building is divided by fixed partition walls and is neon lighted. Traditional and adequate fixtures are also present within the building. The building has a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 574 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 71 sqm for storage and archives, 439 sqm for TLC machineries and 64 sqm for garage use. 26,504 490,000 10000133 CISTERNA DI LATINA (LT) Via Enrico de Nicola, 2 The property consists of a four floor building with a basement and an outdoor vehicle area with some green portions. The building is mainly used for TLC machineries, and features reinforced concrete frame, flat roof with a telecommunication antenna, and plastered walls. Traditional and adequate fixtures are also present within the building. The building is in a mediocre state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 2,133 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 90 sqm for office use, and 2,043 sqm for TLC machineries. 79,330 1,210,000 11028811 MONTEREALE (AQ) Via Porta Marana The property is a one floor telephone building with a basement, and is provided with a partly green and partly paved external area. The building is used for TLC machineries. The building features reinforced concrete frame, flat roof, walls covered with plastic plaster treated with resin, telecommunication antenna. Internally, the building is divided both through fixed partition walls and through mobile partition walls. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 538 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 367 sqm for TLC machineries, and 170 sqm for garage use. 21,478 320,000 256 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 12034124 DECIMOMANNU (CA) Via Stazione The property is a two floor telephone building, provided with a central court that is partly green and partly paved. The building is used for TLC machineries. The building features reinforced concrete frame, flat roof with a telecommunication, plastered walls that in some parts are covered with marble. Internally, the building is divided through fixed partition walls. Traditional and adequate fixtures are also present within the building. The building is a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 540 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. 16,671 270,000 13857938 LATERZA (TA) Via Virgilio The property consists of a two floor telephone building with an outdoor vehicle area, featuring a reinforced concrete frame, and walls covered with resin treated panels. The first floor is divided by mobile partition walls with finishing in laminated plastic and aluminium frame. Traditional and adequate fixtures are also present within the building. The building is in an acceptable state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 551 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 97 sqm for storage and archives, and 454 sqm for TLC machineries. 22,008 360,000 13857946 MASSAFRA (TA) Viale Guglielmo Marconi The property is a four floor building used for TLC machineries, offices, storage with an outdoor vehicle area. The building features reinforced concrete frame, walls covered with plastic plaster. The floors are divided by mobile partition walls with finishes in laminated plastic and aluminium frame. Traditional and adequate fixtures are also present within the building. The building has a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 1,510 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 24 sqm for storage and archives, 412 sqm for office use, and 1,074 sqm for TLC machineries. 61,433 1,080,000 257 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 13858027 TARANTO (TA) Via del Lavoro ang. Viale dell’Industria The property is a two floor building used for TLC machineries, offices, storage and an outdoor vehicle area where a telecommunication antenna is positioned. The building features reinforced concrete frame, walls covered with plastic plaster and with clinker red tiles. The first floor is divided by mobile partition walls with laminated plastic and aluminium frame. Traditional and adequate fixtures are also present within the building. The building is a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,380 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 97 sqm for storage and archives, 127 sqm for office use, and 1,156 sqm for TLC machineries. 35,334 520,000 13866699 TARANTO (TA) Via U. Giordano The property is a two floor building used for TLC machineries, offices, storage; and an outdoor area with a telecommunication antenna. The building features reinforced concrete frame, walls covered with plastic plaster. The first floor is divided by mobile partition walls with finishing in laminated plastic and aluminium frame. Traditional and adequate fixtures are also present within the building. The building is in a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,029 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 67 sqm for storage and archives, 435 sqm for garage use, and 528 sqm for TLC machineries. 28,355 380,000 The total building area is 866 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 22 sqm for storage and archives, 130 sqm for office use, and 714 sqm for TLC machineries. 60,272 1,060,000 13886903 MONOPOLI (BA) The property is a two floor building Via Canonico del Drago, 89 and an outdoor area with a telecommunication antenna, used for TLC machineries, offices, storage. The building features reinforced concrete frame, flat roof, walls covered with clinker cladding and, with marble in the lower part. Internally, the building is divided by mobile partition walls with laminated plastic and aluminium frame, and it characterized by traditional and adequate fixtures. The building has a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. 258 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 13888503 SAN GIORGIO IONICO (TA) Via Enrico Mattei The property is a three floor building used for TLC machineries, offices, storage. The building features reinforced concrete frame, plastered walls and a flat roof deck with a telecommunication antenna. The first floor is divided by mobile partition walls with laminated plastic and aluminium frame. Traditional and adequate fixtures are also present within the building. The building has a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 1,044 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 73 sqm for storage and archives, 298 sqm for office use, and 673 sqm for TLC machineries. 30,500 490,000 14871616 LAURO (AV) Via P. Lancellotti The property is a two floor building with a garret. The building features foundation plinths, reversed rafters, red bricks walls, reinforced concrete frame, pitched roof. Traditional and adequate fixtures are also present within the building. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a commercial/office building for its eventual sale. The total building area is 579 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. 24,045 360,000 15858431 CATANZARO (CZ) Località Casciolino, 3 The property is a three floor telephone building with a basement, and an outdoor vehicle area. The building is used for TLC machineries and offices. The building features reinforced concrete frame and rendered walls, with brick cladding in some parts and stone wainscoting, flat roof deck. Internally, the building is divided by plastered brickwalls and mobile partition walls. It is provided with traditional and adequate fixtures. The building is in a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 981 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 475 sqm for TLC machineries, and 506 sqm for office use. 50,158 550,000 The total building area is 1,425 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 303 sqm for storage and archives, 409 sqm for TLC machineries, and 713 sqm for office use. 85,808 930,000 15872473 CATANZARO (CZ) The property is a three floor Via degli Angioini—traversa telephone building, and it is S.S.19 provided with a paved external area. The building is used for TLC machineries and offices. The building features reinforced concrete frame and plastered walls, with brick cladding in some parts and stone wainscoting, flat roof deck. Internally, the building is divided by plastered brickwalls and mobile partition walls. It is provided with traditional and adequate fixtures. The building is in a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. 259 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 15876953 LAMEZIA TERME (CZ) Via del Mare—Contrada Risi The property is a one floor telephone building, and it is provided with an outdoor area where a telecommunication antenna stands. The building is used for TLC machineries and, only in minimum part, for offices. The building features reinforced concrete frame and masonry; flat roof; plastered walls with brick cladding in some parts with stone wainscoting. Internally, the building is divided by plastered brickwalls and it is provided with traditional and adequate fixtures. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a building for office and laboratories use for its eventual sale. The total building area is 562 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. 18,191 210,000 15877308 MAIDA (CZ) Località Cozzipodi The property is a rectangularshaped telephone building with three floors and an outdoor vehicle area. The building is used for TLC machineries and offices, and features reinforced concrete frame and plastered walls with stone wainscoting, flat roof deck with a telecommunication antenna. Internally, the building is divided by plastered brickwalls and it is provided with traditional and adequate fixtures. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 616 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 586 sqm for TLC machineries, and 31 sqm for office use. 15,503 250,000 16603688 PRIOLO GARGALLO (SR) Via dei Platamoni, 54 The property is a two floor telephone building provided with two terraces on the first floor and a covered paved parking area at ground level. The building features reinforced concrete frame, flat roof deck, plastered walls. Traditional and adequate fixtures are also present within the building. The building is in a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 520 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 62 sqm for storage and archives, 81 sqm for office use, and 378 sqm for TLC machineries. 17,274 240,000 260 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 16608331 MODICA (RG) Traversa Via Resistenza Partigiana The property is a rectangularshaped building with three floors and an outdoor vehicle area used for TLC machineries and offices. The building features reinforced concrete frame, brick cladding walls, flat roof where a telecommunication antenna is located. Internally, the offices are divided by mobile partition walls. Traditional and adequate fixtures are also present within the building. The building has a mediocre state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,241 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 65 sqm for storage and archives, 289 sqm for office use, and 887 sqm for TLC machineries. 53,925 740,000 16861849 PALERMO (PA) Via Armando Diaz The property is an irregular rectangular-shaped telephone building with two floors, a basement and is bounded by an outdoor area for parking use. The building is used for TLC machineries. The building features reinforced concrete frame; flat roof; plastered walls. Internally, the building is divided by partition walls and it is provided with traditional and adequate fixtures. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,038 sqm for TLC machineries, and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. 71,862 1,230,000 16862896 AGRIGENTO (AG) Via Papa Luciani The property is a portion located in the basement of a building of 11 floors and 2 basements, and is used for TLC machineries, offices, and storage. The building features externally reinforced concrete frame; internally, the building is divided by mobile partition walls and is provided with traditional and adequate fixtures. The building is in a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a building for storage use for its eventual sale. The total building area is 1,317 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 157 sqm for storage and archives, 81 sqm for office use, and 1,078 sqm for TLC machineries. 41,257 650,000 16862953 CASTELTERMINI (AG) Via Macello The property is a trapezoidal shaped building with two floors and an outdoor vehicle area used for TLC machineries and offices. The building features reinforced concrete frame, plastered walls, and flat deck roof where a telecommunication antenna is located. Internally, the building is divided by mobile partition walls, while the groundfloor is divided with plastic panels. Traditional and adequate fixtures are also present within the building. The building is in a poor state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 593 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 10 sqm for storage and archives, 323 sqm for office use, and 259 sqm for TLC machineries. 21,527 320,000 261 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 16863050 AGRIGENTO (AG) Trav. VII The property is an irregular rectangular-shaped building with one floor. It is composed of a basement, a groundfloor, a flat roof and it is bounded by a rectangularshaped outdoor area, that is in part asphalt-paved and in part green. The building is used for TLC machineries. It features reinforced concrete frame; flat roof; rendered coated walls, which are covered with bricks in the stairs part. Internally, the building is provided with traditional and adequate fixtures. The building has a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 631 sqm for TLC machineries, and it is entirely let to Telecom Italia spa with a lease contract that expires in 2011. 47,087 770,000 16864959 PATTI (ME) Via Cattaneo The property is made up as follows: • asphalt-paved central court for parking use; • telephone exchange; • a two floors telephone building with a basement used for TLC machineries; • telecommunication antennas located on the roof. The building features reinforced concrete frame, concrete walls, flat roof. Traditional and adequate fixtures are also present within the building. The building has a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,136 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 390 sqm for storage and archives, 424 sqm for office use, and 322 sqm for TLC machineries. 42,089 520,000 16868679 PALERMO (PA) Via Villagrazia, 405 The property is an ‘‘L’’ shaped building with two floors, a basement and a flat roof. It is bounded by an asphalt-paved outdoor area for parking use. The building is used for TLC machineries, offices, garage, storage. The building features reinforced concrete frame; flat roof paved with concrete grit; brick walls. Internally, the building is provided with traditional and adequate fixtures. The state of maintenance and repair is sufficient. At the lease contract termination we assume refurbishment works in order to re-convert it into a building for office use for its eventual lease. The total building area is 2,050 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. 92,828 1,340,000 262 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 16873562 SAN CATALDO (CL) Via Libertà The property is made up as follows: • telephone exchange; • a two floors telephone building used for TLC machineries, offices, storage. The building features reinforced concrete frame, brick walls with concrete string-courses, flat roof. Internally the building is divided through mobile partition walls with aluminium frame and laminated plastic finishes. Traditional and adequate fixtures are also present within the building. The building has a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 924 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 103 sqm for storage and archives, 95 sqm for office use, and 726 sqm for TLC machineries. 44,127 750,000 16873604 ENNA (EN) Via Lago di Pergusa The property is made up as follows: • telephone exchange; • a two floors telephone building used for TLC machineries, offices, storage. The building features reinforced concrete frame, plastered walls, flat roof. Internally the building is divided through mobile partition walls with aluminium frame and laminated plastic finishes. Traditional and adequate fixtures are also present within the building. The building has a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 625 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 37 sqm for storage and archives, 88 sqm for office use, and 500 sqm for TLC machineries. 36,425 520,000 16874990 MODICA (RG) Via Regina Margherita The property is made up as follows: • telephone exchange; • an irregular-shaped telephone building with three floors used for TLC machineries (the first floor is vacant). The building features reinforced concrete frame and masonry, walls in tuff blocks with façades characterized by Baroque architectonical elements. Traditional and adequate fixtures are also present within the building. The building has a poor state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 1,386 sqm for TLC machineries, and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. 53,442 830,000 263 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 16875690 AUGUSTA (SR) Viale Italia The property is made up as follows: • land; • asphalt-paved outdoor area for parking use; • telephone exchange; • a three floors telephone building used for TLC machineries and offices. The building features reinforced concrete frame, concrete walls, flat roof- where a telecommunication antenna is located—paved with concrete grit. Internally, the offices are divided by mobile partition walls. Traditional and adequate fixtures are also present within the building. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 998 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 75 sqm for storage and archives, 399 sqm for office use, and 525 sqm for TLC machineries. 45,855 700,000 16882142 CARLENTINI (SR) Via Giuseppe Di Vittorio, 18 The property is made up as follows: • land; • asphalt-paved outdoor area provided with a metal covering for parking use; • telephone exchange; • an irregular-shaped telephone building with four floors and a basement used for TLC machineries and offices. The building features reinforced concrete frame, concrete walls, flat roof, where a telecommunication antenna is located. Traditional and adequate fixtures are also present within the building. The building has a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,730 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 171 sqm for storage and archives, 59 sqm for office use, and 1,500 sqm for TLC machineries. 54,401 670,000 16885558 SANT’AGATA DI MILITELLO (ME) Via Baldisseri The property is made up as follows: • land; • asphalt-paved central court for parking use; • telephone exchange; • a rectangular-shaped telephone building with one floor used for TLC machineries; • telecommunication antenna on the central court. The building features reinforced concrete frame, concrete walls, flat roof. Traditional and adequate fixtures are also present within the building. The building has a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a commercial building for its eventual sale. The total building area is 758 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. 23,381 400,000 264 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 16887034 PORTO EMPEDOCLE (AG) Via Armando Diaz The property is made up as follows: • land; • asphalt-paved outdoor parking area provided with a covering for cars has a pitched roof and with some green areas; • telephone exchange; • two floors telephone building used for TLC machineries; • telecommunication antenna. The building features reinforced concrete frame, brick walls, flat roof. Internally, the building is divided through mobile partition walls and it is characterized by traditional and adequate fixtures. The building has a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 677 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. 24,332 320,000 16887976 SANTO STEFANO DI CAMASTRA (ME) Via Forno, Via Rosolino Pilo The property is made up as follows: • telephone exchange; • triangular-shaped telephone building with two floors used for TLC machineries; • telecommunication antenna on the flat roof. The building features reinforced concrete frame, plastered walls, flat roof. Internally, the building is characterized by traditional and adequate fixtures. The building has a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 620 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 75 sqm for garage use, and 545 sqm for TLC machineries. 23,912 350,000 16890004 RIBERA (AG) Via Bellini The property is a rectangularshaped building with three floors (basement, groundfloor, first floor, flat roof) and it is bounded by a rectangular asphalt-paved outdoor area used for parking. The building is used for TLC machineries, garage, offices, storage. The building features reinforced concrete frame; flat roof paved with marble chips and concrete grit; plastered walls with some parts covered with bricks and stone plinth façades in the lower part; telecommunication antenna. Internally, the building is provided with traditional and adequate fixtures. The building has a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,037 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 15 sqm for storage and archives, 80 sqm for office use, 233 sqm for garage use, and 710 sqm for TLC machineries. 41,162 650,000 265 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 16898015 CAFALU’ (PA) Strada Statale, 113 The property is made up as follows: • land; • asphalt-paved outdoor area for parking use; • telephone exchange; • rectangular-shaped telephone building with two floors used for TLC machineries and offices. The building features reinforced concrete frame, plastered walls, flat roofpaved with single-fired tiles where a telecommunication antenna is located. Internally, the building is characterized by traditional and adequate fixtures. The building has a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,152 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 28 sqm for storage and archives, 175 sqm for office use, and 948 sqm for TLC machineries. 66,476 1,230,000 16898023 BAGHERIA (PA) Via Puglisi The property is a rectangularshaped building with three floors (groundfloor, first floor, second floor, flat roof) and it is bounded by an outdoor area. The building is used for TLC machineries, offices, storage. The building features reinforced concrete frame; flat roofpaved with concrete grit; plastered walls. Internally, the building is divided through mobile partition walls and it is characterized by traditional and adequate fixtures. The building has a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 958 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 85 sqm for storage and archives, 264 sqm for office use, and 609 sqm for TLC machineries. 46,212 840,000 16898981 AGIRA (EN) Via Borgo, 67 The property is made up as follows: • telephone exchange; • two floors used for TLC machineries, offices, storage; • asphalt-paved central court; • footpath bounding the whole building paved with concrete tiles. The building features reinforced concrete frame, plastered walls, flat roof. Internally, the building is divided by mobile partition walls with finishes in laminated plastic and aluminium frame. Traditional and adequate fixtures are also present within the building. The building has a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 576 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 56 sqm for garage use, 61 for storage and archives, 73 for office use, and 386 sqm for TLC machineries. 23,583 360,000 266 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies The property is made up of different buildings with three floors used for TLC machineries. It has an outdoor asphalt-paved area for parking use in the front with an outdoor green area in the rear. It features reinforced concrete frame, flat roof, plastered walls with façades covered, in part, with clinker cladding and stone plinth façades in the groundfloor. Internally, the whole building is divided by plastered walls, is neon lighted and is provided with traditional and adequate fixtures. The property has a poor state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 1,041 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. 62,902 1,100,000 19011148 CUSANO MILANINO (MI) The property is made up of two Via Isonzo, 16 buildings, each has two floors, a basement and a garret. The whole property is bounded by an asphaltpaved courtyard for parking use. It features reinforced concrete frame, pitched roof, plastered walls with some parts covered with bricks and stone plinth façades. Internally, the two buildings are divided by fixed plastered walls, while the first floor is divided through mobile wood and glass partition walls. Traditional and adequate fixtures are also present within the building. The property has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 2,418 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 60 sqm for storage and archives, 1,246 sqm for office use, and 1,112 sqm for TLC machineries. 164,554 2,670,000 19011163 BRESSO (MI) Via Vittorio Veneto The total building area is 1,420 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 60 sqm for storage and archives, 1,246 sqm for office use, and 1,112 sqm for TLC machineries. 86,259 1,250,000 19010876 OPERA (MI) Viale Garibaldi, 3 The property is an irregular shaped building with one floor on one side and two floor on the other side, together with a basement and a garret. It is mainly used for TLC machineries. The whole property is provided with an asphalt-paved courtyard used, on one side, as parking area. It features reinforced concrete frame, pitched roof, brick walls with stone plinth façades in the lower part. Internally, the building is divided by fixed plastered walls, while the mezzanine is divided through mobile wood and glass partition walls. Traditional and adequate fixtures are also present within the building. The property has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a building for office use for its eventual lease. 267 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 19011197 SETTIMO MILANESE (MI) Via del Cimitero The property is made up of two buildings: one has two floors and a basement, the other one has three floors and a basement. Both are mainly used for TLC machineries. The whole property is provided with an asphalt-paved outdoor area for parking use and with a garage. They feature reinforced concrete frame; plastered walls with façades covered, in part, with clinker cladding and stone plinth façades in the lower part; flat roof; internally division through plastered walls and neon lighting. Traditional and adequate fixtures are also present within the building. The property has a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a building for office use for its eventual sale. The total building area is 2,078 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 983 sqm for office use, and 1,095 sqm for TLC machineries. 132,945 1,980,000 19011338 CARUGATE (MI) Via Alberti, 15 The property is a rectangularshaped building with two floors and a basement and it is bounded by an outdoor area. The building is used for TLC machineries and offices. The building features reinforced concrete frame; pitched roof; plastered walls and stone and concrete plinth façades in the lower part; concrete pavement. Internally, the building is divided through fixed plastered walls and it is characterized by traditional and adequate fixtures. The building has a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 1,613 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 969 sqm for office use, and 644 sqm for TLC machineries. 103,615 1,510,000 19011429 CASSINA DE’ PECCHI (MI) Via Donatori di Sangue The property is telephone building with three floors and a basement. It has an outdoor area for parking that is paved with concrete tiles. The building is mainly used for TLC machineries. The building features reinforced concrete frame; concrete floor; pavilion roof; concrete eaves; plastered walls and stone and concrete plinth façades in the lower part; concrete pavement. Internally, the building is divided through fixed plastered walls and mobile partition walls in aluminium, glass, plastic laminated. Traditional and adequate fixtures are also present within the building. The building has a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 1,196 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 95 sqm for office use, and 1,101 sqm for TLC machineries. 91,834 1,360,000 268 Code Property Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies 19011767 RHO (MI) Via dei Martiri, 7 The property is a rectangularshaped telephone building with four floors, and a basement with a lift. It is provided with a central court. The building is used for TLC machineries and offices. The building features reinforced concrete frame; pitched roof; walls covered with plastic plaster treated with resin on one side and façades covered with clinker cladding on the central court side. Internally, the building is divided by fixed walls, while the open spaces are divided by mobile partition walls. Traditional and adequate fixtures are also present within the building. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a building for office use for its eventual lease. The total building area is 3,467 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. 179,781 2,860,000 19011866 CISLAGO (VA) Via G. Carducci The property is made up by two telephone buildings with two floors and a basement used for TLC machineries. It has an outdoor green area with four parking spaces. It features reinforced concrete frame; pitched roof; façades covered with clinker cladding in the groundfloor, plastered walls in the first floor and stone plinth façades in the groundfloor. Internally, the whole building is divided by plastered walls, is neon lighted and has traditional and adequate fixtures. The property has a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 511 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. 28,051 340,000 19011932 UBOLDO (VA) Via XX Settembre The property is a telephone building consisting of two floors mainly used for TLC machineries. The building features reinforced concrete frame; pitched roof; plastered walls. Internally, the building is divided through plastered walls, is neon lighted and is characterized by traditional and adequate fixtures. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 553 sqm for TLC machineries and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. 31,618 440,000 269 Code Property Description, Age & Tenure Terms of Existing Tenancies Net Passing Rent (E p.a.) Market Value (E) 19019059 VILLA SANTA (MI) The property consists of a concreteStrada Privata da Via L. Da paved outdoor area and two Vinci buildings of different height: one has two floors and a basement, the other one has a mezzanine and a basement. Both are mainly used for TLC machineries. They feature reinforced concrete frame; concrete eaves; plastered walls, concrete and stone plinth façades in the lower part; concrete pavement. Internally, they are divided through plastered walls and are characterized by traditional and adequate fixtures. The property has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 927 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 51 sqm for office use, and 876 sqm for TLC machineries. 44,056 750,000 19019083 LISSONE (MI) Via Palazzine, 12/14/6 The total building area is 1,325 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 62 sqm for storage and archives, and 1,263 sqm for TLC machineries. 69,743 1,070,000 The total building area is 575 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 30 sqm for storage and archives, and 546 sqm for TLC machineries. 24,768 370,000 19021113 VAREDO (MI) Via Verdi, 16 The property is a telephone building consisting of two floors with a basement and a garret. It is mainly used for TLC machineries. The whole property is provided with an asphalt paved courtyard for parking use. It features reinforced concrete frame; pitched roof; façades covered with clinker cladding, plastered walls, stone plinth façades. Internally, the building is divided by fixed plastered walls, while the first floor is divided through mobile wood and glass partition walls. Traditional and adequate fixtures are also present within the building. The property has a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The property is a telephone building consisting of one floor with a basement with no lift/goods lift. It is mainly used for TLC machineries. The whole property is provided with an asphalt-paved courtyard for parking use that has some green areas in the rear. It features reinforced concrete frame; pitched roof; walls covered partly with plaster partly with bricks and plastered walls in the rear. Internally, the building is divided by fixed plastered walls, and is characterized by traditional and adequate fixtures. The property has a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. 270 Code Property Description, Age & Tenure 19034173 GARBAGNATE MILANESE (MI) Via Vittorio Veneto The property is a telephone building consisting of one floor with basement mainly used for TLC machinery. It is provided with an outdoor area that is 50% concretepaved for parking use and 50% grassland. The building features reinforced concrete frame; pitched roof; façades covered with clinker cladding, and stone plinth façades in the lower part. Internally, the building is divided through plastered walls, is neon lighted and is characterized by traditional and adequate fixtures. The building has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. 19039719 CUSANO MILANINO (MI) The property is made up of two Via Isonzo, 30 buildings: the rectangular shaped telephone building has two floors, a basement and a vacant garret; the rectangular-shaped second building has only one floor and is used for storage. The whole property is provided with an asphalt-paved outdoor area for parking use. The telephone building features reinforced concrete frame; walls covered with bricks and simply with concrete in beams and pillars; flat roof. Internally it is characterized by division through fixed partition walls, except for the offices in the first floor where the division is made by mobile wood and glass partition walls. The store features reinforced concrete frame, pitched roof, walls covered with bricks and simply with concrete in beams and pillars. Traditional and adequate fixtures are also present within the two buildings. The property has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for each eventual sale. 271 Terms of Existing Tenancies Net Passing Rent (E p.a.) Market Value (E) The total building area is 1,529 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 193 sqm for storage and archives, 85 sqm for office use, and 1,251 sqm for TLC machineries. 101,767 1,470,000 The total building area is 1,986 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 1,577 sqm for storage and archives, and 410 sqm for office use. 155,908 2,290,000 Code Property 19045237 BOVISIO MASCIAGO (MI) Via Fermo Zari 01007120 PONT SAINT MARTIN (AO) VIA CHANOUX, 15/17 01046615 ARONA (N.V.) VIA PIAVE, 45 Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies The property is a telephone building consisting of two floors telephone building with a basement. It is mainly used for TLC machineries. The whole property is provided with a courtyard that has green areas and parking areas. It features reinforced concrete frame; pitched roof; walls covered with plastic plaster treated with resin. Internally, the building is divided by fixed partition walls, while the first floor is divided through mobile wood and glass partition walls. Traditional and adequate fixtures are also present within the building. The property has an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The property is a telephone building consisting of two floor building with a basement and an attic; the property also is comprised of a secondary one floor building, next to the main one. It features wooden window frames, pitched roof, plastered and white rendered façades, except for the first floor and attic façades, which have dark wooden cladding. The internal spaces feature the adequate finishing for technical use. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The property is located in a residential area and is comprised of a one floor building with a basement used as storage and parking area; it also is comprised of a large outdoor area, partially green and partially asphalted; this latter part is used for internal vehicle traffic and parking. The building features reinforced concrete frame, pitched roof with tile covering, wooden windows frames, ground floor façades with brick cladding and basement façades with reinforced concrete cladding. Traditional and adequate fixtures are also present within the building, which is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to maintain it as an office building for its eventual lease. The total building area is 939 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 53 sqm for office use, 56 sqm for storage and archives, and 830 sqm for TLC machineries. 53,203 770,000 The total building area is 1,176 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 104 sqm for office use, 931 sqm for TLC machineries, 141 sqm for storage units and archives. 64,947 1,040,000 The total building area is 1,941 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 384 sqm for office use, 1,459 sqm for parking areas, 98 sqm for storage units and archives. 129,399 1,660,000 272 Code Property 01605584 AOSTA CORSO XXVI FEBBRAIO, 32/34 02013029 COLOGNO AL SERIO(BG) VIA DE GASPERI, 1 02013086 VERDELLINO (BG) CORSO AFRICA Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies The property is composed of two wings. The first is a building with two floors and the second is a building with three floors and a basement. The property features rendered façades, pitched roof with stone covering and alluminium window frames. A hall in the middle of the main façade, leads to the small rear courtyard. A parking area is also available. The three floor building contains three private flats, whereas the rest of the property features the typical finishing for office use. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The property is comprised of a one floor telephone building and a large outdoor paved and green area. It features façades with klinker cladding, pitched tile roof and wooden window frames. The internal spaces feature the typical finishing for technical and office use, and traditional and adequate fixtures are also present within the building, which is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The property is located in an industrial suburb area, and is comprised of a two floor telephone building with a basement and an outdoor asphalted area. It features plastered and rendered façades, wooden window frames and pitched roof, as well as a mixed reinforcedconcrete and masonry frame. The internal spaces feature the typical finishing for technical use. Next to the building a pylon for telecommunication antennas stands. Traditional and adequate fixtures are also present within the building, which is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into an office building for its eventual lease. The total building area is 2,490 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 1,395 sqm for office use, 914 sqm for TLC machineries, 180 sqm for storage units and archives. 177,863 3,170,000 The total building area is 580 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 56 sqm for office use, and 524 sqm for TLC machineries. 25,992 360,000 The total building area is 1,516 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 43 sqm for office use and 1,473 sqm for TLC machineries. 68,918 990,000 273 Code Property 02015149 SESTO CALENDE (VA), VIA G. MATTEOTTI,7 02021287 MORBEGNO (SO) VIA E. VANONI, 7 02022459 LUINO (VA) VIA V. VENETO, 6 Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies The property is comprised of a two floor telephone building with a 2 mt high basement, an outdoor asphalted area and two further buildings. The property features reinforced-concrete frame, pitched roof with tile covering, plastered and rendered façades, or covered with travertine slabs. Internal spaces feature the typical finishing for technical use, and adequate fixtures are also present within the building, which is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into an office building for its eventual lease. The property is a rectangular shaped two floor telephone building with a basement and a small outdoor area. It features reinforcedconcrete frame, rendered façades, stone cladding on the main façades, wooden windows frames, and pitched roof. Internal spaces feature the typical finishing for technical use. Traditional fixtures are also present within the building. A telecommunication antennas stands outside the building, which is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building for its eventual sale. The property is a three floor telephone building with a basement, and the internal spaces feature the typical finishing for technical use. The building features reinforcedconcrete frame, pitched roof with concrete tile covering, plastered and rendered façades, and wooden window frames. The property also is comprised of a large private outdoor paved area used as a car park, and a telecommunication antennas. Traditional fixtures are also present within the building, which is in an average state of maintenence and repair. At the lease contract termination we assume refurbishment works in order to reconvert the property into an office/retail building for its eventual sale. The total building area is 946 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 7 sqm for office use, 783 sqm for TLC machineries, 156 sqm for storage units and archives. 47,483 640,000 The total building area is 646 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The surface is used for TLC machineries. 38,621 550,000 The total building area is 1,529 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 273 sqm for office use, 1,140 sqm for TLC machineries, 115 sqm for storage units and archives. 111,499 1,670,000 274 Code Property Description, Age & Tenure 02025957 MANDELLO DEL LARIO(LC) VIA S. ZENONE The property is a two floor building with a basement, an external staircase and a lift; the property also is comprised of a large paved outdoor area, which is used as parking place. The ground floor features the typical finishing for technical use. One room of the first floor is also used for technical purposes, whereas the remaining rooms are used by the municipal administration of the town as Demographic Department. The building features reinforced-concrete frame, klinker cladding, traditional fixtures, and is in an average state of maintenace and repair. At the lease contract termination we assume refurbishment works in order to reconvert the property into a residential building for its eventual sale. 02028795 ALMENNO SAN The property is comprised of a one SALVATORE(BG) floor telephone building with a VICOLO CA’ DELL’ORA, basement and a large outdoor green 4 area. It features rendered façades and wooden window frames. Traditional and adequate fixtures are also present within the building, whose basement features the typical finishing for technical use. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. 02042192 MALNATE (VA) The property is a one floor VIA ENRICO TOTI—VIA telephone building with a basement NAZZARIO SAURO and a large outdoor green area. The internal spaces feature the typical finishing for technical use, even if a part of them is now unused and empty. The building features reinforced-concrete frame, pitched roof with concrete tiles, rendered façades and double wooden window frames. A part of the basement internal spaces is unrefined. Traditional and adequate fixtures are also present within the building, which is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. 275 Terms of Existing Tenancies Net Passing Rent (E p.a.) Market Value (E) The total building area is 1,158 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are used for TLC machineries. 71,703 1,080,000 The total building area is 526 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 520 sqm for TLC machineries and 6 sqm for storage units and archives. 26,748 320,000 The total building area is 1,299 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are used for TLC machineries. 58,852 870,000 Code Property 02050641 BORMIO VIA LEGHE GRIGIE 03000364 SILANDRO(BZ) VIA COVELANO, 37 03000646 PERGINE VALSUGANA (TN) VIALE DANTE, 7/B Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies The property is a three floor rectangular shaped telephone building with a basement and an attic, and it is located in a residential area next to the city centre. The property also is comprised of a large outdoor paved area with a one floor building used as a garage. The main building features reinforced-concrete frame, pitched roof with stone covering, plastered and rendered façades, wooden window frames with marble threshold, and wooden cladding on the attic façade. The internal spaces mainly feature the typical finishing for technical use, and traditional and adequate fixtures are also present within the building; a telecommunication antennas stands in the outdoor area. The buildings are in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The property is a two floor rectangular shaped telephone building. It features reinforcedconcrete frame, rendered façades, pitched roof, wooden window frames with marble threshold. The internal spaces mainly feature the typical finishing for technical use. A telecommunication antenna is positioned on the roof. Traditional and adequate fixtures are also present within the building. The property also is comprised of a 10 mt large outdoor paved area. The building is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The property consists of a two floor new telephone building with a basement and a paved outdoor area with some lawns. The building features reinforced-concrete frame, flat roof, plastered and rendered façades with protruding concrete elements corresponding to the external iron window frames and to the main entrance door. The internal spaces feature the typical finishing for technical use, no office spaces are present. In the outdoor area, a corrugated iron roof covers some parking places. Some telecommunication antennas stand on the roof, and traditional and adequate fixtures are also present within the building, that is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 2,187 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 273 sqm for office use, 1,394 sqm for TLC machineries, 520 sqm for storage units and archives. 216,358 3,870,000 The total building area is 609 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 21 sqm for office use, 428 sqm for TLC machineries, 160 sqm for storage units and archives. 30,320 510,000 The total building area is 890 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 800 sqm for TLC machineries, 90 sqm for storage units and archives. 45,040 680,000 276 Code Property 03014944 DOBBIACO (BZ), VIA ROMA 03017665 MERANO (BZ), A BERSAGLIO,19/B 03022038 BRESSANONE (BZ), VIA DANTE, 20 Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies The property is comprised of a rectangular shaped two floor telephone building with a mezzanine, a one floor building used as a garage, and a paved and green outdoor area. The main building features reinforced-concrete frame, flat roof, plastered and rendered façades. The internal spaces feature the typical finishing for technical use, but office spaces are also present. Next to the building, a for telecommunication antennas stands. Traditional and adequate fixtures are also present within the building, which is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The property is comprised of two buildings, the first one is a two floor telephone building with a basement, the second one, the most recent, is a three floor building, which is not included in this valuation because it is sold to private persons. The property also is comprised of a large outdoor area with two garages. The telephone building features reinforced-concrete frame, flat roof with a telecommunication antennas, plastered and rendered façades, wooden window frames at the floors, and alluminium window frames in the basement. The internal spaces feature the typical finishing for technical use, and traditional and adequate fixtures are also present within the building, which is in an average state of maintenace and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The property is a two floor telephone building with two underground floors, and it is located in a residential area. It features reinforced-concrete frame, flat roof with a pylon for telecommunication antennas, and plastered and rendered façades. The internal spaces feature the typical finishing for technical use, but office spaces are also present. The property also is comprised of an outdoor area, a small parking place and a small green area. On the left side of the property a pad leads to an underground garage. Traditional and adequate fixtures are also present within the building, which is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The total building area is 762 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 44 sqm for office use, 551 sqm for TLC machineries, 167 sqm for parking areas. 42,474 760,000 The total building area is 3,229 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 578 sqm for office use, 2,157 sqm for TLC machineries, 494 sqm for parking areas. 134,674 2,250,000 The total building area is 3,034 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 2,115 sqm for TLC machineries, 919 sqm for storage units and archives. 144,421 2,440,000 277 Code Property Description, Age & Tenure 04003111 RONCHI DEI LEGIONARI (TS), VIA F.LLI FONTANOT The property is a two floor telephone building with an outdoor area. It features reinforced-concrete and masonry frame, rendered façades with plastic graffiato covering and pitched roof. The internal spaces feature the typical finishing for technical use, but office spaces are also present. A part of the building has been built as an expansion and features brick cladding. The finishing elements are quite heterogeneous, and traditional and adequate fixtures are also present within the building, which is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. 05003160 CHIOGGIA (VE), The property is comprised of a main FONDAMENTA S. three floor building, a secondary DOMENICO one floor building used for storage units and archives, a large outdoor area, and a canopy. The main building features reinforced-concrete frame, rendered façades, except for the ground floor, which has marble slab cladding. The internal finishing is heterogeneous and features the typical finishing for technical use. On the secondary building’s roof a telecommunication antennas stands; this building also features reinforced-concrete frame. The property is in a average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. 05022723 PONZANO VENETO (TV) The property is a two floor VIA DELLA telephone building, also comprising COSTITUZIONE, 1 offices and a quite large outdoor area. It features reinforced-concrete frame, and rendered façades with plastic covering. The internal spaces mainly feature the typical finishing for technical use, but 30% of them features typical standard office finishing. A telecommunication antennas is located on the back side of the building. Traditional and adequate fixtures are also present within the building, which is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. 278 Terms of Existing Tenancies Net Passing Rent (E p.a.) Market Value (E) The total building area is 767 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are used for TLC machineries. 32,937 430,000 The total building area is 789 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 162 sqm for office use, 626 sqm for TLC machineries. 41,458 780,000 The total building area is 667 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 582 sqm for TLC machineries and 41 sqm for storage units and archives. 25,963 380,000 Code Property Description, Age & Tenure Market Value (E) 06026492 SESTRI LEVANTE (GE) VIA FASCIE, 180/A The total building area is 1,477 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 72 sqm for office use, 1385 sqm for TLC machineries, 20 sqm for storage units and archives. 134,716 2,260,000 06030817 The total building area is 958 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are used for TLC machineries. 72,033 1,170,000 The total building area is 738 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are used for TLC machineries. 44,115 670,000 The total building area is 775 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 367 sqm for parking areas, 392 sqm for TLC machineries, 16 sqm for storage units and archives. 36,644 530,000 The total building area is 496 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 133 sqm for office use, 241 sqm for TLC machineries, 122 sqm for storage units and archives. 36,931 600,000 06033324 06043414 06602169 The property is comprised of a three floor telephone building with a reinforced concrete bearing frame, no lift, an outdoor parking area, waterproof membrane on the deck roof and plastic cladding on the façades. Traditional and adequate fixtures are also present within the building, the internal spaces also feature the typical standard office finishing. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. GENOVA VIA DEL The property is a four floor COMMERCIO, 40 telephone building, with no lift and with a reinforced-concrete frame and a waterproof membrane on the deck roof, rendered façades. Traditional and adequate fixtures are also present within the building, that is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. GENOVA VIA AL FORTE The property is comprised of two DI BEGATO, 5 one floor telephone buildings with a basement, no lift. and a reinforcedconcrete bearing frame, brick cladding on the façades, and alluminium window frames. Traditional and adequate fixtures are also present within the building. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. CAMPO LIGURE (GE) The property is a three floor STRADA COMUNALE telephone building. It features PONZEMA INFERIORE reinforced-concrete frame, pitched roof, plastic cladding, and wooden window frames. Traditional and adequate fixtures are also present within the building, which is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. GENOVA VIA ROMANA The property is a one floor CASTAGNA, 23 telephone building. It features reinforced-concrete frame, waterproof membrane on the deck roof, rendered façades, alluminium window frames. Traditional and adequate fixtures are also present within the building, that is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. Terms of Existing Tenancies Net Passing Rent (E p.a.) 279 Code Property 08013268 CASCIANA TERME (PI) STRADA STATALE S.S. N.100 08013425 PONTEDERA (PI) VIA DANTE, 5 09046342 TODI (PG), STRADA STATALE S.S. N.79/BIS ORVIETANA Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies The property is a two floor rectangular shaped telephone building with a wing on the northwest side. The building is located in a residential area and it features reinforced-concrete frame. The internal spaces feature the typical finishing for technical use, and traditional and adequate fixtures are also present within the building, that is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The property is a four floor telephone building. The building features reinforced-concrete frame, loft, alluminium window frames and waterproof membrane on the deck roof, rendered façades and travertine slabs at ground floor level. The internal spaces feature the typical finishing for technical use, and traditional and adequate fixtures are also present within the building, that is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The property is a two floor building with a large outdoor sloping green area and a smaller building used for machineries. The main building features pitched roof, reinforcedconcrete frame, rendered façades, wooden window frames, and a telecommunication antenna. The internal spaces mainly feature the typical finishing for technical use, but office spaces are also present within the building, as well as traditional fixtures. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 793 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 736 sqm for TLC machineries, 58 sqm for storage units and archives. 37,240 510,000 The total building area is 1,976 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 132 sqm for office use, 1,503 sqm for TLC machineries, 105 sqm for storage units and archives and 236 sqm for other use. 118,145 1,890,000 The total building area is 553 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 25 sqm for office use, 503 sqm for TLC machineries, 26 sqm for storage units and archives. 17,523 270,000 280 Code Property 10000067 APRILIA(LT) VIA A. MEUCCI, 25/27 10001263 SEZZE (LT), VIA VARIANTE 10008235 SABAUDIA(RM), VIA ENEA 10010140 PRIVERNO(LT), VIA VALLE CAGNARA Description, Age & Tenure The property is a three floor telephone building with an outdoor area used for internal traffic and parking area, and a telecommunication antenna. It features reinforced-concrete frame and pitched roof, rendered façades, and wooden window frames. Traditional and adequate fixtures are also present within the building, which is in an average state of maintenance and repair, the plastic covering and the window frames need renovation. Façades and air conditioning system are however in a good state of maintenace. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The property is a three floor telephone building. The ground floor is used for storage units and garage. The building features reinforced-concrete frame, deck roof and rendered façades. Traditional and adequate fixtures are also present within the building, that is in an average state of maintenace and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The property is comprised of a two floor telephone building with a telecommunication antenna on the roof and an outdoor area used for internal traffic and parking area. The building features reinforcedconcrete frame with rendered façades, flat roof, wooden window frames, staircases Traditional and adequate fixtures are also present within the building, that is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The property is comprised of a two floor telephone building with office and storage areas, and an outdoor green and paved area. It features reinforced-concrete frame, waterproof membrane on the deck roof, concrete slab cladding and alluminium window frames with double glazing. The property has traditional and adequate fixtures and is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. 281 Terms of Existing Tenancies Net Passing Rent (E p.a.) Market Value (E) The total building area is 1,033 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are used for TLC machineries. 54,782 1,000,000 The total building area is 803 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 208 sqm for parking areas, 595 sqm for TLC machineries. 34,205 580,000 The total building area is 1,049 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 132 sqm for office use, 863 sqm for TLC machineries, 55 sqm for storage units and archives. 68,015 1,060,000 The total building area is 980 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are used for TLC machineries. 40,700 640,000 Code Property 10051672 TERRACINA (LT), VIA BRUXELLES 12039792 SELARGIUS(CA) VIA MILANO 12040584 OROSEI (NU), VIA NURAGHE 12602045 CAGLIARI VIA G. MARIA ANGIOJ, 2/4 Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies The property is comprised of a two floor telephone building with office and storage areas, a second one floor building used for storage units and archives, an outdoor area and a telecommunication antenna between the two buildings. It features reinforced-concrete frame, waterproof membrane on the deck roof, concrete slab cladding on the façades and wooden window frames. The property also is comprised of an external parking area and traditional and adequate fixtures are also present within the building, that is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential/storage building for its eventual sale. The property is a three floor telephone building with a basement, large courtyard, partially used as a covered parking place. It features reinforced-concrete bearing frame, a terraced roof, rendered façades, with marble insets, wooden window frames. Internal spaces feature the typical finishing for technical use. Traditional and adequate fixtures are also present within the building, that is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The property is a two floor telephone building. The internal spaces feature the typical finishing for technical use. The building features reinforced-concrete frame, terraced roof, rendered façades. The property also is comprised of a courtyard. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The property is a portion of a fivefloor historical building. The telecom premises are located on the ground floor and feature the typical finishing for technical use. The building features pitched roof, alluminium window frames and traditional and adequate fixtures are also present. The building is in an adequate state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a retail building for its eventual sale. The total building area is 2,071 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 432 sqm for office use, 1,639 sqm for TLC machineries. 54,624 830,000 The total building area is 1,667 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 93 sqm for office use, 1,574 sqm for TLC machineries. 65,641 1,140,000 The total building area is 1,050 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 167 sqm for office use, 860 sqm for TLC machineries, 23 sqm for storage units and archives. 29,161 450,000 The total building area is 597 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 146 sqm for office use and 451 sqm for other use. 101,490 1,680,000 282 Code Property Description, Age & Tenure 14606038 AVELLINO VIA PIRONTI, The property is a two floor building 1 with reinforced-concrete frame, rendered façades, flat roof. Traditional fixtures are also present within the building, that is in an insufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. 15604140 LAMEZIA TERME(CZ), The property is a two floor COMUNE DI LAMEZIA telephone building with a large TERME—LOCALITA’ outdoor area used as parking and BELLA FEMMINA storage. The building features pitched roof, reinforced-concrete and masonry frame, rendered façades. The internal spaces feature the typical finishing for technical use, but office areas are also present. Traditional fixtures are also present within the building, that is in a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. 15889568 CROPANI MARINA (CZ) The property is a three floor STR.ST. 106 telephone building with a paved outdoor area. This area is used as parking and storage. The building features reinforced-concrete and masonry frame, rendered façades with plastic cladding and a stone base. The internal spaces feature the typical finishing for technical use, office spaces are also present. The building features flat and waterproof roof, and traditional fixtures are also present. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. 16861856 CEFALU’(PA) The property dates back to the 80s VIA XX SETTEMBRE and is comprised of two/three floor telephone building with a basement and a deck roof with a with a telecommunication antenna. The building is made of two wings connected by a central staircase. It features reinforced-concrete frame, rendered façades. The internal spaces feature the typical finishing for technical use, but several rooms are now unused. Traditional fixtures are also present within the building, that is in an adequate state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. 283 Terms of Existing Tenancies Net Passing Rent (E p.a.) Market Value (E) The total building area is 657 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are used for TLC machineries. 80,064 1,240,000 The total building area is 2,091 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 563 sqm for office use, 953 sqm for TLC machineries, 371 sqm for storage units and archives and 204 sqm for parking areas. 83,463 1,090,000 The total building area is 618 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 57 sqm for office use, 561 sqm for TLC machineries. 22,212 280,000 The total building area is 680 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are used for TLC machineries. 43,946 670,000 Code Property Description, Age & Tenure 16861898 PALERMO PIAZZA STAZIONE The property is comprised of one floor telephone building with a basement and a deck roof with waterproof membrane. It features reinforced-concrete frame, rendered façades, alluminium window frames and iron grids. Traditional fixtures are also present within the building, that is in an adequate state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. 16861971 PALERMO VIA IGNAZIO The property is a building located in SILVESTRI a public park. It is comprised of a basement, a mezzanine, a first floor and a deck roof with a waterproof membrane. The building features reinforced-concrete frame, rendered façades, alluminium window frames with iron grids. Traditional fixtures are also present within the building, which is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. 16862094 TERMINI IMERESE (PA) The property is a three floor VIA ISCHI telephone building with an outdoor area. The building is located on a sloping ground and features reinforced-concrete frame, rendered façades, terraces, deck roof, alluminium window frames with steel grilles. A part of the ground floor is used as garage, and the property also is comprised of an outdoor paved parking area. Traditional fixtureas are also present within the building which is in an adequate state of maintenance and repair, the façades need renovating. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. 16862961 MENFI (AG) The property is a three floor VIA VOLTA, 4 telephone building with reinforcedconcrete bearing frame, rendered façades and a deck roof with a telecommunication antennas. It features wooden window frames with steel grilles, and a staircase is located at the main entrance. Traditional fixtures are also present within the building, which is in a sufficient state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. 284 Terms of Existing Tenancies Net Passing Rent (E p.a.) Market Value (E) The total building area is 751 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are used for TLC machineries. 60,469 880,000 The total building area is 1,099 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 109 sqm for office use, 874 sqm for TLC machineries, 116 sqm for storage units and archives. 85,377 1,230,000 The total building area is 1,333 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 183 sqm for office use, 857 sqm for TLC machineries, 35 sqm for storage units and archives and 258 for parking areas. 63,218 1,000,000 The total building area is 544 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 23 sqm for office use, and 521 sqm for TLC machineries. 19,334 310,000 Code Property Description, Age & Tenure 16865063 MESSINA VIA SPERONE The property is a three-floor telephone building with an outdoor paved area with a telecommunication antenna. It features reinforced-concrete and masonry frame, rendered façades, and marble slabs on the staircase, wooden window frames. The internal spaces mainly feature the typical finishing for technical use. Traditional fixtures are also present within the building, that is in a good state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale.\ 16866228 AUGUSTA (SR) The property is comprised of a four VIA X OTTOBRE, 19 floor telephone building with reinforced-concrete frame, flat roof, plain façades with several balconies, alluminium window frames with double glazing and iron grilles at ground floor level. Traditional fixtures are also present within the building, which is in an average state of maintenance and repair. At ground floor level maintenance works are needed due to rain leakage At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. 16866269 SIRACUSA VIA The property is comprised of a fourPALERMO, 10 floor telephone building with a small courtyard in the back. It features reinforced-concrete frame, rendered façades and deck roof. It also features wooden window frames with steel grilles at ground floor level. Traditional fixtures are also present within the building, that is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. 16876110 MESSINA VIA SALINA The property is comprised of twoDUE TORRI floor telephone building and a small courtyard. It features reinforcedconcrete frame with plain façades, steel grilles on windows and traditional fixtures. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. 285 Terms of Existing Tenancies Net Passing Rent (E p.a.) Market Value (E) The total building area is 1,276 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are used for TLC machineries. 30,219 440,000 The total building area is 811 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 119 sqm for office use, 666 sqm for TLC machineries, 26 sqm for storage units and archives. 34,687 470,000 The total building area is 1,241 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are used for TLC machineries. 75,380 1,160,000 The total building area is 764 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 687 sqm for TLC machineries, 77 sqm for storage units and archives. 38,163 560,000 Code Property 16886044 PALERMO VIA CASIMIRO DRAGO 16891879 BARCELLONA POZZO DI GOTTO (ME) STRADA STATALE S. GIOVANNI, 113 16898189 LERCARA FRIDDI (PA) STRADA STATALE 189 19021444 DRESANO (MI) VIA DEI GIARDINI, 27 Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies The property is a two-floor building with a deck roof with waterproof membrane, an outdoor paved area with a telecommunication antenna in the front part. It features reinforced-concrete frame, rendered façades, wooden window frames with steel grilles at the ground floor; the roof has reinforced-concrete parapet. Traditional and adequate fixtures are also present within the building. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The property is a two floor telephone building with a courtyard. It features reinforced-concrete frame and rendered façades. Traditional fixtures are also present within the building. The property also is comprised of a paved outdoor area used for internal traffic and parking. The building is in an adequate state of maintenance and repair, even if the wall rendering needs renovating. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale. The property is comprised of one floor telephone building with a basement and an outdoor paved area with a telecommunication antenna. The building features reinforced-concrete frame, pitched roof, rendered façades, staircases located at the main entrance and wooden window frames with steel grilles. Traditional fixtures are also present within the building, that is in an adequate state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a retail building for its eventual sale. The property is a one floor telephone building located in a residential area. It features reinforced-concrete frame and façades with brick cladding, wooden window frames and steel grilles. Traditional fixtures are also present within the building, as well as an outdoor green area. The building is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The total building area is 919 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 154 sqm for office use, 765 sqm for TLC machineries. 56,920 930,000 The total building area is 1,490 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 55 sqm for office use, 1,435 sqm for TLC machineries. 41,264 640,000 The total building area is 620 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are broken down as follows: 564 sqm for TLC machineries, 55 sqm for storage units and archives. 19,803 300,000 The total building area is 522 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are used for TLC machineries. 24,720 400,000 286 Code Property 19028498 BUCCINASCO (MI) VIA FRATELLI CERVI 19045153 MARCALLO CON CASONE (MI) STRADA ALLA VIA DE AMICIS Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies The property is a three floor telephone building with no lift, with an internal and an external staircase. The property also is comprised of a large paved area used for internal traffic and parking. The building features reinforcedconcrete frame, pre-cast panels and brick cladding on the façades, deck roof with concrete tiles, and a telecommunication antennas. Traditional fixtures are also present within the building, that is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to reconvert it into a residential building for its eventual sale. The property is a two floor telephone building with reinforcedconcrete frame and concrete pitched roof, rendered façades. The property also is comprised of a green and paved area.Traditional fixtures are also present within the building, that is in an average state of maintenance and repair. At the lease contract termination we assume refurbishment works in order to re-convert it into a residential building for its eventual sale.\ The total building area is 1,607 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2015. The areas are broken down as follows: 461 sqm for office use, 933 sqm for TLC machineries, 213 sqm for storage units and archives. 113,043 1,950,000 The total building area is 558 sqm and it is entirely let to Telecom Italia spa with a lease contract that expires in 2012. The areas are used for TLC machineries. 21,131 400,000 Eastgate (Portogruaro, Venice) FOSSALTA DI PORTOGRUARO (VE) / PORTOGRUARO (VE) SS 14 della Venezia Giulia The Property is located across the borderline between the towns of Portogruaro and Fossalta di Portogruaro, withing the municipality of Venice. This area is about 90 km far from Venice and it is located on the Lisboa-Kiev linking street number 5. The area access is located on the National Road n. 14 ‘‘Venezia Giulia’’, connecting the highways A 4 Padova-Monfalcone and A 27 Pordenone-Conegliano. 287 The Property is a flat land of irregular shape of about 1.500.000 sqm, a part in Fossalta di Portogruaro and another one in Portogruaro. A portion of this land of 742,439 sqm is to be developed, and about 200,000 sq.m is used for agricultural purpose. This area belonged to ENI, an oil company that was privatised between 1992 and 1995, the oil plant was never completed therefore only a dilapidated shed is currently present on the site. The area is fenced and equipped with country roads. The zoning approved by Urban Planning Authorities ranks the area as: industrial and logistic use. In our valuation a development project was taking into account in order to transform the subject area into: industrial, office and logistic use. The development project areas are as follows: 357,444 sqm of built area. 207,225 sqm of industrial and office use, 129,553 sqm for logistic and office use, 20666 sqm for common facilities. 45,000,000 Code Property Description, Age & Tenure Terms of Existing Tenancies Net Passing Rent (E p.a.) Market Value (E) Pasini SESTO SAN GIOVANNI (MI) Viale Edison 50 The Property is an industrial complex specially made for the heavy mechanical industry: the buildings are made of metallic pillars and brick masonry and in reinforced concrete and plasterd walls. The roofs are made of metallic panels and iron window frames. PAVIA Via Giovanni Veneroni The Property consists of 8 industrial buildings with only one floor above ground used for storage and ancillary units. It features loading points, made with precast reinforced concrete frames and pitched roofs. The two office buildings consist of three floors and a basement. The Property consists of 1,399,100 16,600,000 30,300 sqm of industrial sheds. At present the industrial complex is occupied by two tenants, ABB with a lease contract expiring in 2007 and Alstom Power Italia with a lease contract expiring in 2012. Pavia The total site area is 98,468 1,760,000 23,700,000 sqm whilst the Property gross area is 39,012 sqm broken down as follows: 25,720 sqm of dry storage, 11,021 sqm of cold storage and 2,271 sqm of offices. At present the industrial and logistic complex is occupied by numerous tenants that sublet the property, the lessee is Bertola Servizi logistici with a lease contract expiring in 2012. Tivoli TIVOLI (ROMA) Località Bagni di Tivoli, via Martellona 9 The Property consists of three industrial/logistic buildings, an office one of two floors above ground and a small one used before as a residential unit. All the sheds are provided with loading points. The sheds are made of precast concrete panels, roofs with precast elements and corrugated plastic panels. Office buildings are made of reinforced concrete and precast panels, a deck roof with waterproof membrane and internal masonry plastered walls. SPAZIO INDUSTRIALE FUND TOTAL . . . . . . . . . . . . . . . . . . . . . . . 288 The logistic park is located in an area of 45,000 sqm. The built area is approximately 20,000 sqm. At present the subject property is occupied by FIEGE BORRUSO with lease contract expiring in 2009. The remaining buildable capacity is about 1,100 sqm (for logistics use). 898,800 12,800,000 . . . . . . . . . . . . . . . . . . . . . . . . . . 473,740,000 Code Property Description, Age & Tenure Terms of Existing Tenancies Net Passing Rent (E p.a.) Market Value (E) Enel Portfolio AN0003P ANCONA (AN) Via G. Bruno, 53-53/A BS0038P BRESCIA (BS) Via Volta 120-122 CB0004P CAMPOBASSO (CB) Contrada San Giovanni In Golfo The property is three floors above ground and a basement level, and is used for offices, deposit and garages, also comprising a paved outdoor vehicle area. Its building structure is in reinforced concrete and plastered walls, and is covered by a deck roof. It presents itself in a good state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to re-convert the asset into an office building for its eventual lease. The complex, built during the 1960s and 70s, is comprised of an industrial shed, an office building, and other minor structures for deposits and technical use, as well as a paved outdoor vehicle area. The shed has a reinforced concrete frame and a sawtooth roof covering, while the remaining buildings have a reinforced concrete structure, plastered walls and aluminium and wooden window frames. The whole complex appears to be in good conditions. At the lease contract expiry date we assume refurbishment works in order to rent the complex at market level. The property is composed of three separate buildings, two of which are similar to each other and have a reinforced concrete structure with external walls in pre-cast panels. The first is of two floors above ground while the second of one, as well as a basement. The third building is of three floors above ground and has a reinforced concrete frame with plastered walls, a flat roof deck and alumium window frames. The property also is comprised of an outdoor vehicle area and a small green area, as well as a paved parking area for 70 cars. The property appears to be in a good state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to let the complex at market level. 289 The total building area is 4,364 sqm broken down as follows: 514 sqm for office use, 401 sqm for warehouse use, 142 sqm for archives, 418 sqm as a locker room, 72 sqm for equipment, 160 sqm for common areas and 2,657 sqm for car parking. The property is let to Enel Distribuzione SpA with a lease contract that expires in 2016. 265,612 4,520,000 The total building area is 7,921 sqm broken down as follows: 7,109 sqm for warehouse use, 716 sqm for office use, and 96 sqm for deposits. The property is mainly let to Enel Distribuzione SpA with a lease contract that expires in 2010. 635,386 7,350,000 The total building area is 6,924 sqm broken down as follows: 2,701 sqm for office use, 971 sqm for warehouse and archive use, 1,419 sqm for service rooms and machineries, 229 sqm for vertical connection, and 1,604 sqm for internal parking spaces. The property is let to Enel Distribuzione SpA with a lease contract that expires in 2016. 327,016 4,810,000 Code Property FI0006P FIRENZE (FI) Via Pistoiese, 25-27 GE0014P GENOVA (GE) Via del Commercio, 3 GE0016P GENOVA (GE) Sampierdarena—Via Pacinotti 9-39R Go0006P Monfalcone (GO) Via Colombo, 29 Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies The property is composed of several buildings of different use, comprising offices, warehouses, residential units and garages. The building structure frames are either in pre cast concrete or in reinforced concrete. Although the property is partially vacant, it results to be in a good state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to let the complex at market level, maintaining its present use. The property is comprised of two buildings, for office and industrial use, and an outdoor vehicle area. It is currently unoccupied and refurbishment works are being undertaken. The main building consists of three floors above ground and the other of one floor above ground, they have a reinforced concrete structure and plastered walls. At the lease contract expiry date we assume refurbishment works in order to let the complex at market level, maintaining its present use. The property consists of several buildings of different use varying from garages, changing rooms, offices, warehouses, deposits, laboratories, technical rooms, and paved parking areas. Despite its partial vacancy, it appears to be in an average state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to let the complex at market level, maintaining its present use. The property is composed of an office building and two single storey warehouses of recent construction and therefore in a good state of maintenance and repair. At the lease contract expiry date we assume refurbishment works in order to sell the complex at market level, maintaining its present use. The total building area is 3,217 sqm broken down as follows: 873 sqm for residential use, 185 sqm for office use, 1,493 sqm for warehouse and archive use, 300 sqm for service rooms and machineries, 102 sqm for common spaces, and 264 sqm for internal parking spaces. The property is let to multiple tenants with lease contracts expiring between 2008 and 2010. 85,308 1,700,000 The total building area is 2,495 sqm broken down as follows: 158 sqm for residential use, 710 sqm for office use, 1,375 sqm for warehouse use and 252 sqm for service rooms and machineries. The property is let to a third party with a lease contract expiring in 2010. 222,640 3,110,000 The total building area is 11,999 sqm broken down as follows: 3,327 sqm for office use, 6,979 sqm for warehouse use, and 1,693 sqm for service rooms. The property is let to multiple tenants with lease contracts expiring between 2010 and 2013. 607,606 10,990,000 The total building area is 3,568 sqm broken down as follows: 615 sqm for office use, 1,095 sqm for warehouse use, 368 sqm for service rooms and 1,490 64 sqm for internal parking spaces. The property is let to Enel with a lease contract expiring in 2010. 214,332 290 2,630,000 Code Property LI0003P LIVORNO (LI) Via dei Bagnetti, 10 LI0021P PORTOFERRAIO (LI) Via Tesei MI0035P MILANO (MI) Viale Ortles 68-70 MI0073P CORBETTA (MI) Via Zara—Via Paisiello Net Passing Rent (E p.a.) Market Value (E) Description, Age & Tenure Terms of Existing Tenancies The property is a portion of a building with bearing walls of four floors above ground and dated back to the last century. It has been vacant for several years and therefore requires maintenance works, which must be undertaken by maintaining the original architectural carachteristics. We have assumed a transformation into residential units to be sold upon completion of the refurbishment works. The property is an industrial shed formerly used for steel production. The structure is in reinforced concrete with a height of approximately 7 m., with a roof covering in metallic structures. The property has been vacant for thirty years and presents itself in a state of abandonment, and requires radical refurbishment for it to be used. We have assumed a transformation into a commercial complex with annexed services to be let, forecasting a demolishment of the present structure and the reconstruction of a new one. The property complex is of mixed use with offices, residential units and industrial premises, Two buildings have two floors above ground and a basement level, while other two consist of one floor above ground and are for technical use. At lease expiry we assume refurbishment works in order to relet the property at market level. The total building area is 958 sqm broken down as follows: 236 sqm for office use, 553 sqm for warehouse use and 169 sqm for service rooms and technical spaces. 0 650,000 The total building area is 4,174 sqm broken down as follows: 74 sqm for office use and 4,100 sqm for warehouse use. 0 3,000,000 671,810 9,240,000 0 2,420,000 The total building area is 5,247 sqm broken down as follows: 362 sqm for residential use, 1,009 sqm for office use, 476 sqm for warehouse use, 2,737 sqm for technological rooms, while the remaining areas are for common use. The property is let to multiple tenants with lease contracts expiring between 2008 and 2013. The property complex is The total building area is comprised of office and 1,995 sqm broken down as industrial use, and is formed follows: 299 sqm for of three buildings and an residential use, 113 sqm for outdoor vehicle area. It results office use, 1,283 sqm for to be in critical conditions of warehouse use, 24 sqm for maintenance and repair, with technical spaces, and 276 signs of abandonment. Two of sqm for internal parking the buildings have two floors spaces. above ground while the other is a single storey building, with structures in reinforced concrete and plastered walls. A portion of one of the buildings is contaminated with the presence of asbestos. We assume refurbishment works in order to convert the property into residential use for its eventual sale. 291 Code Property No0002P NOVARA (NO) Corso Milano 16F SO0010P MORBEGNO (SO) Campovico—Via Valeriana, 4 VA0015U VARESE (VA) Viale Aguggiari, 174 Ve0007P MESTRE (VE) Borgo Pezzana—Via G. Bella, 3 Description, Age & Tenure Terms of Existing Tenancies The property consists of a significant complex comprising mixed use, such as garages, changing rooms, offices, deposits, laboratories, technical spaces, and parking spaces in the inner courtyard. The complex is vacant and some structures result to be in an average state of maintenance and repair while others present some damages. The property is an unused energy plant, of two multiple floor buildings and two smaller one storey deposits. The two main buildings are separated by the street passing through them but are connected with a metallic bridge. They have prestigious architectural characteristics, and all structures appear to be in a good state of maintenance and repair. We have assumed refurbishment works in order to convert the property into a mixed use complex for its eventual sale. The property complex is comprised of a total of nine buildings and an outdoor area partly paved and partly at its natural state. The constructions were built in different periods, with the main building has a reinforced concrete structure and plastered walls dating back to the 1950s. The complex results to be vacant and therefore in a poor state of maintenance and repair. We have assumed refurbishment works to convert the property into residential use for its eventual sale. The property consists of an industrial complex with an office building, several warehouses and deposits, and an outdoor vehicle area. They have been recently built and therefore result to be in a good state of maintenance and repair. The building structure is in reinforced concrete with façades partially covered with metal panels. The property is comprised of a land area of 18,500 sqm and a building area of 4,624 sqm. 292 The total building area is 6,205 sqm broken down as follows: 806 sqm for residential use, 864 sqm for office use, 2,096 sqm for warehouse use, 438 sqm car parking, while the rest is for common use. The total building area is 4,668 sqm broken down as follows: 136 sqm for residential units, 831 sqm for office use, 2,386 sqm for warehouse use, while the rest is for common use. Net Passing Rent (E p.a.) Market Value (E) 7,023 1,950,000 509 1,550,000 10,446 3,800,000 The total building area is 1,540,825 21,270,000 12,904 sqm broken down as follows: 4,063 sqm for office use, 8,841 sqm for warehouse use. It also is comprised of a portion of land with an area of 15,000 sqm. The property results to be let to Enel-Wind with a lease agreement expiring between 2010 and 2016. Code VI0033P Property Description, Age & Tenure SCHIO (VI) Via Milano, 12 The property consists of a portion of land with several buildings, in critical conditions. However, the municipality will enter in possession of the complex, since included within an urban renewal project, and the building volumetry present in the area of interest, together with its residual building capacity, may be transferred to another area. The valuation, therefore, considers only the building capacity (in cubic meters) which may be developed. 100 TURATE (CO) The property built only a few Via Salvo d’Acquisto, 8/14 years ago consists of three floors above ground and a basement, with an outdoor vehicle area. It is used as a warehouse, with annexed offices, deposits, and laboratories. The structure is in pre-cast cement with façades partly covered with glazed walls and partly with cement slabs. SPAZIO INDUSTRIALE 2 SRL TOTAL . . . . . . . . . . . . . . . . . . . . . . . 293 Terms of Existing Tenancies The total building area is 2,114 sqm broken down as follows: 414 sqm for office use, 1,172 sqm for warehouse use, while the rest is for common use. Net Passing Rent (E p.a.) 0 Market Value (E) 1,040,000 The total building area is 1,242,456 18,970,000 17,834 sqm broken down as follows: 2,860 sqm for office use, 1,982 sqm for warehouse use, and 12,992 sqm for laboratories. The property is entirely let to Prima with a lease contract expiring in 2013. . . . . . . . . . . . . . . . . . . . . . . . . . . 99,000,000 Code Property Description, Age & Tenure Terms of Existing Tenancies Net Passing Rent (E p.a.) Market Value (E) Spazio Industriale 3 SRL Prada Portfolio as-01 MONTEVARCHI (AR) SS 69—Loc. Buresta as-02 MONTEGRANARO (AP) Via Alpi 97 The property is comprised of two buildings: a two-floor unit for office and showroom use and one floor production unit for industrial and storage use. The modern architectural stile buildings were designed by the architect Guido Canali and Prada group is the current occupier. A garden with trees and concrete paths and a paved area used as a car park are present within the site. The industrial unit features a reinforced concrete bearing frame with tile roof and curtain walls and very high quality finishing. The smaller office unit, adjacent to the other one, has a glass and iron structure with curtain walls and very high quality finishing. At first floor level the passageway that links the office unit with the industrial premises is visible through the curtain walled structure. A canteen is also present on the ground floor and the glazed structure allows full visibility on the garden surrounding the property. At the lease contract termination we assume refurbishment works in order to re-let the property at market level, maintaining its current use. The property is comprised of a two-floor building and a basement for industrial office and showroom use with a garden surrounding it. The basement is used as storage and outlet store, whilst the ground floor hosts the production unit, offices are present the above floors. The modern architectural stile buildings were designed by the architect Guido Canali and Prada group is the current occupier. A garden with trees and concrete paths and a paved area used as a car park are present within the site. The property features a reinforced concrete bearing frame with tile roof and curtain walls and very high quality finishing. At the lease contract termination we assume refurbishment works in order to re-let the property at market level, maintaining its current use. 294 The total building area is 7,399 sqm and is entirely let to Prada Group with a lease contract expiring in 2017. The areas are broken down as follows: 602 sqm for office use, 668 sqm for technological rooms, 4,272 sqm labs and production units, 199 sqm common areas, 1,156 sqm for storage use, 384 sqm for office use, 120 sqm for technological rooms. 560,673 7,410,000 The total building area is 7,072 sqm, and is entirely let to Prada Group with a lease contract expiring in 2017. The areas are broken down as follows: 940 sqm for office use, 2634 sqm for production use, 2846 sqm for warehouse/storage, 299 sqm for technological rooms, 352 sqm for retail use. 571,776 7,820,000 Code Property as-03 MONTEVARCHI (AR) SS 69—Loc. Becorpi as-04 CASTIGLION FIBOCCHI (AR) Via Vecchia Aretina 1 Description, Age & Tenure The property is comprised of three buildings for industrial and office use, one of which is being renovated and is not currently used. Three ancillary buildings are also present used as technological room and offices, canteen and janitor’s lodg