Convocazione del Consiglio di Amministrazione - Uni Land Spa

MANAGEMENT REPORT
OF THE BOARD OF DIRECTORS
FOR 1° QUARTER 2007
(approved by Board of Directors on May 15, 2007)
Uni Land S.p.A., Via Vittorio Emanuele II n. 84, 40063 Monghidoro (BO)
Codice fiscale e Registro delle Imprese di Bologna n. 01919160158;
Tel 051 6554200 Fax 051 6552303

CORPORATE OFFICERS
Board of Directors
Alfonso MARINO - Chairman
Alberto MEZZINI - Managing Director
Paolo BEDESCHI - Director
Enrico MONTANARI - Director
Riccardo ASCARI - Director
In office until:
Date of approval of the financial statements at December 31 st , 2007
****
Board of Auditors
-Mauro CASSANELLI - Chairman
-Sergio MASSA – Statutory Auditor
-Pierpaolo ARZARELLO - Statutory Auditor
-Ferruccio ARALDI - Substitute Auditor
-Carla STROPPIANA - Substitute Auditor
In office until:
Date of approval of the financial statements at December 31, 2007
Auditing company
Audirevi s.r.l.
****
In office until:
Date of approval of the financial statements at December 31, 2014
2

Pian dei Grilli srl
Leblond S.pa.
Uni Land
Development
Uni Land
Lussemburgo
Costruzioni Residenziali
Uni Land Group
Cem S.pa.
T.T.W. S.r.l.
Frassino S.r.l.
Este Real Estate
S.r.l.
Caselle Immobiliare
Imm. Futa S.r.l.
Servizi
Shereholding details are better explained
Uni Land S.p.a.
House Building S.pa.
( Già Impca Spa )
Lazzara S.r.l.
Villa del Cedro
S.r.l.
La Fontanina S.r.l.
Guelfa Immobiliare
Villa Revedin S.r.l.
Partecipazione in
Fondi
Uni RE S.r.l.
Uni RE Holding
S.r.l.
AstePoint S.r.l.
International Group
S.r.l.
Area Casa 2000
S.r.l.
EuroSpa S.p.a.
Globalcasa S.p.a.
Globalcasa Trading
Srl
Terreni Commerciali
3

FIRST PART
FINANCIAL STATEMENTS
CONSOLIDATED INCOME STATMENT AT 31.03.2007
CONSOLIDATED INCOME STATEMENT
1.1 -
31.3.2007 31.12.2006
1.1 -
31.3.2006
Revenues 1.307 4.975 21
Other incomes 21 20 1
General Costs (523) 0 0
Staff Costs (497) (287) (53)
Deprezations (67) (128) (26)
Other opearting costs (551) (1.815) (175)
Operating result (310) 2.765 (232)
Net financial Profit (Loss) (244) 206 44
Net Operating Result (554) 2.971 (188)
Current taxations (4) (790) 0
Deferral Taxations (25) (2.011) 0
Net Profit (Loss) including Third Parties (584) 170 (188)
Net Profit (Loss) Belonging to Third Parties (117) (12) (5)
Net group result (467) 182 (183)
NET FINANCIAL POSITION AT 31.03.2007
CONSOLIDATED NET FINANCIAL
POSITION 31.3.2007 31.12.2006 31.3.2006
Cash (11.175) (6.236) (11.226)
Bank Liabilities - short term 10.714 9.049 0
Other Liabilities - short term 50 3.764 2
Bank Liabilities - medium/long term 11.939 12.460 2.289
Other Liabilities - medium/long term 3.887 167 149
NET FINANCIAL DEBT 15.414 19.204 (8.786)
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SECOND PART
EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FIRST QUARTER OF 2007
Description criteria for the balance sheet, income statement, cash flow statement and
statement of changes in shareholder equity.
The quarterly consolidated report of the Uni Land Group at March 31, 2007, which underwent
limited auditing review carried out by the auditing company, was drafted in compliance with the
provisions of Article 82 of the “Regulations on the implementation of Legislative Decree No. 58
dated February 24, 1998 concerning issuers” (Consob Resolution No. 11971, dated May 14, 1999,
and amendments thereto), as modified by Consob Resolution No. 14990, dated April 14, 2005.
On the basis of the above-mentioned Article 82, the quarterly Report was drafted by carrying out all
assessments in accordance with the international IFRS financial accounting standards, as explained
in Attachment 3D of the Regulations in question.
Accounting principles, assessment methods and consolidation techniques Are the same used for the
last year and for the other infra-annual financial statements
1) FORM AND CONTENT OF THE FINANCIAL STATEMENTS
In compliance with the regulations by Consob (National Commission for Enterprises and the Stock
Market), concerning the criteria for drafting quarterly management Reports on the performances of
companies quoted in the stock market, financial statements are reported by applying the same
reclassified balance sheet structures and the same reclassified income statement structures already
used for the six-month report and for the annual financial statements.
2) CONSOLIDATION AREA AND CRITERIA
Consolidation area
The consolidation area, as required by the provisions of the above-mentioned regulations, required
the following companies to be included, as well as the accounting situation of the Parent Company
Uni Land S.p.a. at March, 31, 2007.
Legal Name Legal offices
Registered
Capital
Shareholding
% Control Type
Capogruppo:
UNI LAND S.p.A. Monghidoro (BO) 173.292.000
Controllate (metodo integrale):
Uni Land Luxembourg S.A. Lussemburgo 30.900 99,99% Direct
Uni Land Development S.A. Lussemburgo 30.900 99,99% Direct
CEM S.p.A. Monghidoro (BO) 35.000.000 100% Direct
Caselle Immobiliare S.r.l. Loiano (BO) 10.000 100% InDirect (CEM)
Frassino S.r.l. Monghdoro (BO) 103.301 100% InDirect (CEM)
Este Real Estate S.r.l Monghidoro (BO) 10.000 100% InDirect (CEM)
Teletecnoweb S.r.l. Loiano (BO) 51.000 50% InDirect (CEM)
Immobiliare Futa S.r.l. Loiano (BO) 50.000 50% InDirect (CEM)
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Globalcasa S.p.A. Bologna (BO) 170.940 51% Direct
Globalcasa Trading S.r.l. Bologna (BO) 50.000 47,4% InDirect (Globalcasa)
Area Casa 2000 S.r.l. Alberga 20.000 51% Direct
Eurospa S.p.A. Bergamo (BG) 250.000 51% Direct
Pian dei Grilli S.r.l. Monghidoro (BO) 10.329 100% Direct
Leblond S.p.A. Milano (MI) 100.000 100% Direct
IMPCA S.p.A. Bologna 2.300.000 100% Direct
Guelfa S.r.l. Imola (BO) 99.000 100% InDirect (House Building)
Villa Revedin S.r.l. Imola (BO) 53.004 100% InDirect (House Building )
Fontanina S.r.l. Bologna (BO) 10.000 100% InDirect (House Building )
Villa del Cedro S.r.l. Imola (BO) 50.000 50% InDirect (House Building )
Lazzera S.r.l. Imola (BO) 10.200 100% InDirect (House Building )
Uni R.E. S.r.l. Bologna 10.000 100% Direct
CHANGES IN CONSOLIDATION AREA
Uni RE Holding S.r.l. Bologna 10.000 100% InDirect (Uni Re )
AstePoint S.r.l. Roma 10.000 51% InDirect (Uni Re)
International Group S.r.l. Perugia 100.000 51% InDirect (Uni Re)
COMMENTS
Revenues were 1.307 thousands Euro, better than 1°Q 2006, and operating result was at -310
thousands Euro, worst than 1°Q 2006.
Net financial result was –244 thousands Euro.
Net group result was -467 thousands Euro, against –183 thousands Euro at 1°Q 2006.
Net financial position was 15.414 thousands Euro, with a net decrease of 3.790 thousands Euro
respect at 31.12.2006 figures (19.204 thousands Euro).
Sector breakdown in the income statement allows us to recap trends in single business units.
INNCOME STATEMENT - BUSINESS BREAKDOWN
holding
&development
house
building franchising
Revenues 0 1.105.643 201.426
Other incoms 1.027 18.916 1.141
General costs 0 (508.619) (14.455)
Staff costs (135.227) (299.005) (63.178)
Depreazations (4.293) (61.564) (726)
Other oerating costs (128.623) (203.785) (218.554)
Operating result (267.116) 51.586 (94.346)
Net financial result 32.017 (273.559) (2.764)
Net extraordinary result 0 0 0
Net operating result (235.099) (221.973) (97.110)
Current taxations 0 (1.770) (2.414)
Deferral taxations 0 2.678 (27.945)
Net Profit (Loss) including Third Parties (235.099) (221.065) (127.469)
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Net Profit (Loss) Belonging to Third Parties 0 (52.333) (64.234)
Net group result (235.099) (168.732) (63.235)
The house building department actually represents a great part of revenues and in a recurrent way.
In the lasst quarter we had few flats sold but all building sites are working for preparing them, so
costs were high compared to revenues.
The franchising department is deeply involved in reorganization process, putting together all the
brands we bought during 2006 and in the last months.
The holding&development department has typical non recurrent revenues, as we had positive
inflows when we sold part of our real estate portfolio (especially lands); in the future we can have
also revenues from tenants when commercial sites will be realized on lands in our portfolios.
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THIRD PART
COMMENTS BY THE BOARD OF DIRECTORS ON THE MANAGEMENT DURING
THE THIRD QUARTER OF 2006
Dear Shareholders,,
The first quarter of the year 2007 ends with results which are not particularly meaningful for the
Uni Land Group, since no relevant parts of real estate (buildings or lands) was sold during the
period in question, as final whereas several preliminary sales contract were subscribed, and these
sales will be executed in the course of next year, as they are completed only when all the urbanistic
steps are finally solved.
We would like to inform that “Ravenna” asset completed, on February 27, all administrative steps
to buildable permits being included in PSC and was sold to a real estate fund (Real Blu Fund), on
May 8, fund where Uni Land is a relevant shareholder. The fund however will take the building
project to the end with finding final tenants.
In order to have a clearer view of the performances of the group’s management, here follow the
synoptic tables reporting the economic and equity data, reclassified in compliance with the usual
criteria.
Consolidated Income Statement 1Q 2007
CONSOLIDATED INCOME STATEMENT
1.1 -
31.3.2007 31.12.2006
1.1 -
31.3.2006
Revenues 1.307 4.975 21
Other incomes 21 20 1
General Costs (523) 0 0
Staff Costs (497) (287) (53)
Deprezations (67) (128) (26)
Other opearting costs (551) (1.815) (175)
Operating result (310) 2.765 (232)
Net financial Profit (Loss) (244) 206 44
Net Operating Result (554) 2.971 (188)
Current taxations (4) (790) 0
Deferral Taxations (25) (2.011) 0
Net Profit (Loss) including Third Parties (584) 170 (188)
Net Profit (Loss) Belonging to Third Parties (117) (12) (5)
Net group result (467) 182 (183)
Consolidated Financial Position, compared to 31.12.2006 figures, are detailed thereafter.
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CONSOLIDATED NET FINANCIAL
POSITION 31.3.2007 31.12.2006 31.3.2006
Cash (11.175) (6.236) (11.226)
Bank Liabilities - short term 10.714 9.049 0
Other Liabilities - short term 50 3.764 2
Bank Liabilities - medium/long term 11.939 12.460 2.289
Other Liabilities - medium/long term 3.887 167 149
NET FINANCIAL DEBT 15.414 19.204 (8.786)
We need to strength that the last capital increase (31.12.2006) changed radically assets figures
9

SITUATION OF THE REAL ESTATES AND STATUS REPORT
The real estate assets of Uni Land Group consist of about 800 buildings that are evaluated taking
into account the residential buildings (already build or under construction or zoned for construction)
as individual units; while the land, even when made up of more subdivision are classified as one
real property and the property of the group can be grouped in 52 separate properties which we list
below based on the name of the building site in which regard we show the progress report of the
works/town planning as of 31/03/2007.
Following details are reported only for working spaces which had some changing from 31.12.2006
situation, and where we use the same “numbers” we used in 31.12.2006 list.
1) Via Tenna
Under construction Shopping Centre made up of 50 shops Land area 51.675 s.m built-on area
40.380 s.m.
We agreed with Immobiliare Grande Distribuzione (IGD) to entrust the sale of the Spaces to.
3) Pian dei Grilli
Building site for which the presentation of the overall drawing for the construction of residential
small villas is under way.
Land area 10.775 s.m. realizable area 3.700 s.m.
The detailed building plane was presented to local urban administration
4) Castelletti “1”
Building site for the construction of residential houses.
Land area 5.115 s.m. realizable area 6.660 s.m.
First steps in building the network of facilities, such as the sewer network, power lines, the gas
network and the electrical network
5) Castelletti “2”
Building site for the construction of residential houses.
Land area 12.401 s.m. realizable area 6.200 s.m.
First definition of building spaces.
6) Cà dei Marchi
Building site on which a house can be constructed
Land area 1.106 s.m. realizable area 442 s.m.
We are defining all detailed projects
14) Via Grandi
Building site for the for the construction of residential houses.
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Land area 21.359 s.m. realizable area 6.324 s.m.
The presentation of an overall plan was completed.
24) Sant’Agata Bolognese
Building site for the construction of small villas.
Land area 4,670 s.m. realizable area 934 s.m.
We are certifying DIA for starting activities of building
26) Via Roncrio
Real estate consisting of 11 apartments.
Area for sale 1.003 s.m.
All apartments were sold, apart from one where we will have a tenant
30) Via Canala “1”
Building site for commercial and industrial use.
Land area 144.000 s.m. Area for sale 53.880 s.m.
Lands completed all urbanistic steps on February 27, 2007, when Ravenna municipality approved
PSC adopted on last June 23, 2005 and confirming building ratios and final destination. Usually
there are other two urbanistic steps, RUE (Regolamento Urbanistico Edilizio) and POC (Piano
Operativo Comunale), but in this case lands were already include in PRG (Piano Regolatore
Generale), so we can go directly to detailed projects.
34) La Guarda
Land waiting for the building permit.
Realizable area 1.369 s.m.
The building site was opened and first works started.
42) Via Canala “2”
Building site for commercial and industrial use.
Land area 79.110 m.q. . Area for sale 27.688 m.q.
Lands completed all urbanistic steps on February 27, 2007, when Ravenna municipality approved
PSC adopted on last June 23, 2005 and confirming building ratios and final destination. Usually
there are other two urbanistic steps, RUE (Regolamento Urbanistico Edilizio) and POC (Piano
Operativo Comunale), but in this case lands were already include in PRG (Piano Regolatore
Generale), so we can go directly to detailed projects.
46) Via dell’Alpe
Land for which the building permit is pending
Land property 4.847 s.m. building area 619 s.m.
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We are waiting for the building permit due for the 2007 second quarter, as we filled all the requests
coming from the technical office asked for.
47) Cà del Costa
Land for which the change to the town planning instrument is pending.
Land area 4.450 s.m. realizable area: not still determined.
Our request for the inclusion within the new PSC has been favourably accepted, as the technical
offices asked for the geological analysis.
12

Main Events up to 31.03.2007
January 16, 2007
The Board of Directors approved a Step Up Equity Financing agreement (following the
“Agreement”) with Société Générale Corporate & Investment Banking (“SG”) which provides
equity cash increase planning (reserved only to SG) to be effected within 24 months also in few
steps.
These increases in equity will exclude the application if the options right as per art. 2441, par. 5 of
the Italian Civil Code, and will be related to a total value amounting to the maximum between
Euros 60.000.000,000 (included shares premium) and the market price, applied in a 24 months
period, of no. 90 millions shares (following the “Plan”).
This agreement, signed on January 15, 2007 following the approval of the Board, provides SG
obligation to subscribe capital increase approved by Uni Land during the “Plan” period; Uni Land is
not obliged to approve such capital increases and following share issuing. The Agreement provides
that Uni Land can issue, for each capital increase, maximum no. 10 millions shares that will be
subscribed by SG, as finance broker, and that will be sold by SG on the market or to other
institutional investors out of the market. It is clear that SG will not operate any kind of activity as
market saving solicitors.
In addition Uni Land S.p.A. Board of Directors, in the same meeting approved the Information
report, according to art. 2441 par. 6 of the Italian Civil Code, related to the execution of the first
capital increase of the Plan for a maximum amount of Euros 6.050.000 (plus premium share).
First of all, the Plan will help the company to make, in the medium-short term, new investment
operations and as a consequence the shareholders will have the possibility to obtain additional
economic benefits in the future and at the same time the shares will have more liquidity on the
market as institutional investors prefer.
In relation to company investments to be made by using the funds obtained by the capital increases
that will be approved according to the Plan, the Company could proceed to both commercial
construction site, that will generate cash flow from rentals, and residential building yield to
maximize the value of the land properties.
February 27, 2007
I Terreni di Ravenna, hanno completato il loro iter urbanistico, poiché in tale data, il Consiglio
Comunale di Ravenna ha approvato il PSC (Piano Strutturale Comunale), che era stato adottato il
23 giugno 2005, confermando gli indici e le destinazioni d’uso attese. L’operatività del piano che
normalmente viene affidata ad altri due strumenti di pianificazione; il Regolamento Urbanistico
Edilizio (RUE) e il Piano Operativo Comunale (POC), in questo caso non trova applicazione poiché
i Terreni erano già inseriti anche nel precedente PRG (Piano Regolatore Generale) pertanto sarà
possibile fin da subito iniziare la progettazione del Piano Particolareggiato; I Terreni oggetto del
trasferimento hanno una superficie di oltre 234.000 mq, con una destinazione d’uso commerciale ed
artigianale .
March 1-2, 2007
Italian Stock Exchange permitted to Uni Land to participate to STAR conference on March 1 and 2,
2007, attended by nearly no. 50 companies listed at Star market and not less then no. 150
13

Institutional Investors and finance advisors. This meeting represented a good occasion for
evaluating the opportunities of such market segment.
March 9, 2007
Uni Land informed that on January tax inspectors made a accurate analysis on an operative group
company, in the VAT area, for the years 2005 and 2006.
During such analyses the current market values of the assets have been verified and no differences
have been found between sales values and estimated value made by independent advisors.
Journal books, general ledgers, VAT purchases sales and deposit account registers, bank documents
for years 2005 and 2006 have been checked.
In addition, double check controls have been made with customers, some of them answered to sets
of questions while other have been directly interviewed.
Tax inspectors have assessed some little discrepancy (for a total penalty of Euro 4.842) that, in any
case, are related to the period before the company entered in Uni Land group. As a consequence, the
penalty will be entirely reimbursed by the former owner as agreed in the purchase company
agreement.
Such investigation has to be included in the recent government interests in the tax system of the real
estate market activities.
On March 9, 2007, tax inspectors issued their closing investigations minute that reported as
followings: “we certificate that any tax infringements have been found regarding the specific
investigations made on the checked company”.
These investigations confirm that our group activity is compliant with the laws as the majority of
the real estate companies that, unfortunately whose images have been recently damaged by the
behaviour of few companies.
March 15, 2007
Constitution of UNIRE HOLDING srl, which will be the operating holding managing all
franchising shareholdings.
March 20, 2007
Finally bought PIANETA CASA, franchising company with 14 branches active in Umbria.
Finally bought ASTE POINT, franchising company with 40 branches and with the insolvency cases
and arrangement before bankruptcy.
Main Events after 31.03.2007
April 2, 2007
The company called IMPCA spa, fully owned (100%) by Uni Land and active in residential
building, changhed its legal name in House Building spa, with public act with notary Claudio
Babbini (Loiano, Bologna, registered number 22760 on 02/04/2007) and moved legal offices in
Imola (bologna), Via Selice 90.
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April 11-12, 2007
Uni Land attended international conference about “Real Estate segment” managed by Kepler
Equities member of an international banking group.
Other Italian and international companies attended the meeting (Brioschi, Beni Stabili, Pirelli RE,
Generali property Management, IGD, Aeds, Risanamento) together with institutional investors
coming from all over the world.
Our company had a quite good outcome coming from one to one meeting with ten institutional
investors.
April 18, 2007
Finally bought THE METROQUADRO, franchising company with 14 branches active especially in
Roma.
April 27, 2007
Finally bought EUROCASA, franchising company with 9 branches active especially in Rimini and
Cesena
April 27, 2007
The Extraordinary Shareholders’ Meeting of CEM S.p.A., wholly-owned by Uni Land S.p.A.,
adopted a resolution for the partial demerger with transfer of part of its assets in favour of House
Building S.p.A., also wholly-owned by Uni Land S.p.A., whose Extraordinary Shareholders’
Meeting adopted a resolution to approve the transfer in its favour of part of CEM S.p.A.’s assets.
The Demerger Plan approved by the two Companies will be executed by July 2007 and will entail:
(i) a capital decrease in CEM S.p.A. from €35,000,000.00 to €520,000.00 through the cancellation
of 34,480,000 shares with a par value of €1.00 effective upon the merger act and the transfer to
House Building S.p.A.; (ii) capital increase in House Building S.p.A. from €2,300,000.00 to
€36,780,000.00 and a corresponding increase in the number of shares.
So the CEM S.p.A. demerger proposal will transfer to House Building S.p.A. €34,480,000.00
deriving from both assets and liabilities as recognised in the CEM S.p.A. balance sheet at 31
December 2006.
As a result of this transaction, House Building S.p.A. will take over the residential building site and
land development business. The aim is to render these operations autonomous, improving efficiency
and effectiveness, and limiting dependence on infra-group business.
So House Building S.p.A. will be a business capable of developing its operations in full autonomy,
targeting also owners of building land with the aim of increasing its value through the construction
of residential properties.
The transaction stems from the resolution adopted by the Board of Directors of the parent company
Uni Land S.p.A. on 6 March 2007 to: reorganise the Uni Land group, ordering the subsidiaries’
business units by business areas in order to achieve significant savings and most of all to provide
them with more specialised management, technical, and financial structures leading to an increase
in profitability and a fair valuation of all the subsidiaries to the advantage of all shareholders.
As a result of this corporate reorganisation, CEM S.p.A. will become a sub-holding of Uni Land
S.p.A. for the management of subsidiaries whose business is increasing land values through the
15

construction and management of mainly commercial, management, and service-sector real estate
complexes in general through investment in real estate funds.
In contrast, after the demerger, House Building S.p.A. will become a sub-holding of Uni Land
S.p.A. in the business of construction and management of subsidiaries whose business is increasing
land values through the construction and sale of mainly residential real estate complexes.
It is important to emphasise that the demerger will also lead to a fairer spreading of business risk,
allowing for the management of labour relations through different collective labour contracts
applicable to the construction, commercial, and service industries.
May 8, 2007
Uni Land S.p.a., the first land banking company listed on the electronic stock market of Borsa
Italiana (Italian Stock Exchange), and Frassino S.r.l., indirectly fully owned by Uni Land S.p.A.,
carried out the transfer of the lands in property which are located in Ravenna, locality “Fornace
Zarattini” (the “lands”), to “Real Blu Fund” (the “fund”), reserved closed real estate investment
fund managed by EstCapital S.G.R.p.A.
EstCapital S.G.R.p.A., created by Gianfranco Mossetto and Federico Tosato in 2003, is an
independent asset management company, specialized in creating and managing real estate
investment funds, which are usually reserved both to private investors or to institutional clients.
Real Blu Fund is a reserved closed real estate investment fund, reserved to institutional investors,
specialized in purchasing and developing plots at first stages of building authorizations. Uni Land
confirms that there are no interest conflicts or connections as “correlated partes” between Uni Land
Group itself and EstCapital S.G.R.p.A.
The Fund was previously mentioned in a press release explaining that the Fund could have been
included in the purchase of all real estate assets of Principessa Borghese di Roma (“eredità
Borghese”). That particular deal is still on a negotiation process and the group would evaluate both
the closing way and the total assets’ amounts.
The transfer of the lands concluded their town planning procedure, in fact on February 27, 2007 the
Ravenna Town Council approved the PSC (“Piano Strutturale Comunale” - structural plan of the
Town Council), adopted on June 23, 2005, ratifying the expected indexes and the destinations by
purposes. In this particular case the plan, which would usually need to pass through other two
planning procedures, the RUE (“Regolamento Urbanistico Edilizio”, town planning building
regulation) and the POC (“Piano Operativo Comunale” – operative plan of the Town Council), is
already included in the previous PRG (“Piano Regolatore Generale” - general town planning
scheme), and, therefore, the project’s design can immediately start. The total area of the transferred
lands is over 234.000 s.m., with a market value equal to € 400 per s.m. and the land has commercial
and small business destination.
The land’s transfer has been carried out within the frame of a more complex operation including,
inter alia,:
(i) the transfer to Uni Land S.p.A. and Frassino S.r.l, of 240 Fund quotas, initially owned by
Traghetto S.r.l., at a nominal value of € 250.000,00 each; Traghetto S.r.l. is controlled by the
same main shareholder of Uni Land S.p.A.; that transfer was made for a total amount of €
600.000,00, equal to the amount paid by Traghetto in the Fund first subscription (1% of the
total amount);
(ii) the opening by Uni Land S.p.A. and Frassino S.r.l. of a bank loan (€ 55.400.000,00) in order to
get the necessary funds for the call by cash of the Fund quotas;
16

(iii) the real estate assets contribution to the Fund was made for € 94.000.000,00 and, considering
the bank loan of € 55.400.00,00, there was a subscription of 154 Fund quotas by Uni Land
S.p.A. and Frassino S.r.l., now fully owned (a small difference of € 100.000,00 was
cancelled because derived from a fractional quota);
(iv) the cash payment of the 92,33% of the Fund quotas;
(v) the complete repayment of bank loan;
Following the above mentioned transaction the Uni Land Group did not register further profits or
losses in comparison with the consolidated balance sheet at December 31, 2006, drafted in
compliance with the International Accounting Standards (IAS).
As a consequence of this deal:
• the Uni Land Group (by means Uni Land S.p.a. and its controlled company Frassino S.r.l.) is
the only quota holder of the Fund and it holds n. 394 quotas having each a nominal value of
€ 250.000,00; n. 154 of these quotas have been fully paid up, whereas the residual n. 240
quotas will have to be paid in, within September 2008, upon call of EstCapital SGR Board
of Directors, for a total amount of € 4.000.000,00 (6,66% of the total paid); for better
clarification the amount of € 4.000.000,00 is the result of
a) the nominal value of n. 240 quotas subscribed and paid by cash (€ 60.000.000,00)
b) all the transfers made to the Fund (€ 56.000.000,00, of which € 600.000,00 at the very
beginning and € 55.400.000,00 during the last days)
• the Fund financial structure is mainly represented by the lands in property, with a book value
of € 94.000.000,00; the right to exercise the call on the above mentioned € 4.000.000,00
and, once the town planning procedure will be concluded, the leverage, within the limits
provided for the law and the Fund’s Regulation, in order to finance the costs of the project,
the management and the building process.
Through this operation EstCapital SGR and the Uni Land Group achieve the synergy of their
experiences, respectively, in financial and in real estate development area, with different purposes:
• to develop a real estate product which can get incomes and to be increase assets’ value
• to search for other qualified investors which could be interested in the specific development
project, also considering the rules of governance and the typical tax relieves of the closed real
estate funds.
This operation forms part of the company reorganization approved on March 6, 2007 by the Board
of Directors of the holding company Uni Land S.p.a., which plans to organize the different
activities on the basis of the operational areas, in order to get considerable savings and, above all, to
make use of the most specialised managerial, technical and financial structures in order to optimize
the expected profitability and, therefore, the valorisation of all the portfolio activities, which would
represent an advantage for all the shareholders. This reorganisation might include the consolidation
of the quotas of the Fund into a sub holding company of Uni Land S.p.a., which would receive
through contribution the activities related to the land improvement, through the construction, and
the following incomes, that would then guarantee steady cash flows.
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Trends in business development
It comes from sigle business site analysis.
Monghidoro, 15 maggio 2007
For and behalf the board of directors
The president
Dott. Alfonso Marino
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