DeA Capital : The BoD approves the Consolidated financial statements and the Draft annual financial statements for the year ending 31 December 2018

PRESS RELEASE

THE BOARD OF DIRECTORS APPROVES THE CONSOLIDATED FINANCIAL STATEMENTS AND THE DRAFT ANNUAL FINANCIAL STATEMENTS FOR THE YEAR

ENDING 31 DECEMBER 2018

PROPOSES THE DISTRIBUTION OF RESERVES

OF EUR 0.12 PER SHARE TO THE SHAREHOLDERS' MEETING

•  Assets under Management of EUR 11,900 million and commission income of EUR 63.3 million, both up compared to 2017

•  Net operating result AAM Platform of EUR 15.3 million in 2018, compared to EUR 13.4 million in 2017

•  Net cash generation from investments in private equity of EUR 80 million, with a Net Financial Position of the holding companies of EUR +100.6 million at the end of 2018 (post-acquisition minority units DeA Capital Real Estate), compared to EUR +61.8 million

•  Proposal to the Shareholders' Meeting of the annulment of 40,000,000 portfolio treasury shares through share capital reduction

Milan, 7 March 2019 - The Board of Directors of DeA Capital S.p.A., chaired by Lorenzo Pellicioli, met today to examine and approve the Group Consolidated Financial Statements and the Parent Company Draft Annual Financial Statements at 31 December 2018.

Analysis of the Consolidated Results for the year ending 31 December 2018

•  At 31 December 2018, Assets under Management (AuM) amounted to approximately EUR 11,900 million, with commission income of EUR 63.3 million, both up compared to 31 December 2017. In 2018, the Alternative Asset Management (AAM) platform (consisting of DeA Capital Real Estate SGR and DeA Capital Alternative Funds SGR), launched and managed new funds with AuM of approximately EUR 1,300 million, including eight new Real Estate funds for AuM equal to about EUR 1,000 million and in parallel the IDeA Agro fund in the Private Equity (total commitment of EUR 80 million) and the Shipping segment (EUR 170 million) of the IDeA CCR II Fund, in the Credit segment.

Turning to the other key financials:

•  Net Operating Result of the AAM Platform amounted to EUR 15.3 million in 2018, compared to EUR 13.4 million in 2017, thanks to the accrual of performance fees related to a fund managed by DeA Capital Alternative Funds.

•  Group Net Profit. At 31 December 2018, the Group Net Profit was EUR +11.1 million, compared to EUR -11.7 million at 31 December 2017.

DeA Capital S.p.A., Registered Office in Milan, Via Brera 21, 20121 Milan - Italy, Tel. [phone], fax [phone]

Controlled and coordinated by De Agostini S.p.A., Registered Office in Novara, Via G. da Verrazano 15, 28100 Novara - Italy

Resolved share capital EUR 306,612,100 fully paid-in, Tax Code, VAT and Milan Companies Register No 07918170015, Milan Administrative Economic Index

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•  Investment Portfolio. At 31 December 2018, this amounted to EUR 365.4 million, of which net assets of Alternative Asset Management were for EUR 189.4 million, shareholdings in private equity for EUR 51.0 million and units in funds for EUR 125.0 million.

•  The Net Financial Position of the holding companies was positive for EUR 100.6 million at 31 December 2018, compared to EUR 61.8 million at 31 December 2017 (adjusted by the distribution of the extraordinary dividend in May 2018 for about EUR 30.5 million). The change of EUR +38.8 million is mainly due to the liquidity generated by the net distributions of Private Equity funds, which in 2018 amounted to approximately EUR 80 million and the disbursement relating to the acquisition of minority units of DeA Capital Real Estate SGR (approximately 30% of the Company's capital) for EUR 40 million.

•  Net Asset Value (NAV) was EUR 1.84 per share, compared to EUR 1.80 at 31 December 2017 (adjusted for the distribution of the aforementioned extraordinary dividend). The total NAV (group shareholders' equity) amounted to EUR 466.5 million, compared to EUR 459.4 million at the end of 2017 (the latter was also adjusted for the distribution of the aforementioned extraordinary dividend).

Other significant events

Internationalisation Project of the AAM Platform - Real Estate

As part of the development strategy in Alternative Asset Management, DeA Capital S.p.A. started to create a pan-European real estate platform, through subsidiaries of the Group and invested in by local Senior Management Teams. In this context, at the end of September 2018, DeA Capital S.p.A. established DeA Capital Real Estate France in France and, in February 2019, DeACapital Real Estate Iberia in Spain.

The new established companies aim to develop real estate advisory activities for raising funds and for the consultancy and management of real estate assets in the French, Spanish and Portuguese markets, with particular focus on the core+, value-add and opportunistic segments.

Acquisition of minority units in DeA Capital Real Estate SGR

Between the end of 2018 and the beginning of 2019, the purchase and sale transactions of the minority units held by INPS (29.7%) and Fondazione Carispezia (6%) were negotiated and executed in DeA Capital Real Estate SGR, which thus became wholly owned by the Group.

The total amount for the two transactions - in line with the pro-quota of the accounting equity of DeA Capital Real Estate SGR - amounted to EUR 48.0 million, settled as follows:

• - for the INPS portion, EUR 40.0 million in cash

• - for the Fondazione Carispezia portion, EUR 8.0 million in DeA Capital treasury shares, i.e. 5,174,172. Regarding the DeA Capital S.p.A. shares, Fondazione Carispezia has also undertaken a six-month lock-up commitment.

Both transactions provide for an earn-out mechanism linked to the achievement of certain objectives of new assets under management by the Asset Management Company over the three-year period 2019-2021, which, in case of over-performance (130% of the target), could result in an additional investment commitment for DeA Capital totalling EUR 5.4 million.

DeA Capital S.p.A., Registered Office in Milan, Via Brera 21, 20121 Milan - Italy, Tel. [phone], fax [phone]

Controlled and coordinated by De Agostini S.p.A., Registered Office in Novara, Via G. da Verrazano 15, 28100 Novara - Italy

Resolved share capital EUR 306,612,100 fully paid-in, Tax Code, VAT and Milan Companies Register No 07918170015, Milan Administrative Economic Index

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Result of the Parent Company and proposal to distribute part of the share premium reserve

The net profit of the Parent Company DeA Capital S.p.A. amounted to EUR +17.3 million at 31 December 2018, compared to EUR -36.6 million in 2017.

The Board of Directors resolved to propose to the Shareholders' Meeting, convened for 18 April 2019 on first call and for 19 April 2019 on second call, to carry forward the profit resulting from the Annual Financial Statements at 31 December 2018.

In addition, the Board of Directors resolved to submit for the approval of the Shareholders' Meeting the partial distribution of the Share Premium Reserve in the amount of EUR 0.12 per share as the Extraordinary Dividend. The expected ex-dividend date is 20 May 2019, the record date is 21 May 2019 and payment is expected on 22 May 2019.

Outlook

Regarding Alternative Asset Management, the Group will continue to develop its activities, aimed at consolidating its leadership in Italy and selectively exploring the opportunities for expansion in Europe. Development will be pursued by expanding the investor base and a more extensive product range, with a stronger presence in the NPL segment.

Regarding Private Equity Investment, the Group will continue its efforts to increase the value of the investments in its portfolio, and at the same time evaluate opportunities for new co-investment/club deal initiatives - including with funds managed by the Alternative Asset Management Platform - that are smaller in size than in the past. The Group will also continue to sponsor new initiatives promoted by the Platform and invest in funds it has launched, using the capital already available, as well as capital from the sale of portfolio assets and the reimbursements from funds in which DeA Capital S.p.A. has invested.

In terms of its capital position, DeA Capital S.p.A. will continue to maintain a solid financial structure, ensuring that shareholders receive attractive cash returns, primarily dividends, based on the available liquidity.

Proposal for the annulment of 40,000,000 treasury shares

As already announced in a press release dated 8 November 2018, the annulment of 40,000,000 portfolio treasury shares by reducing the share capital will be submitted for approval of the Extraordinary Shareholders' Meeting, also for the purpose of restoring the minimum float threshold laid down for the maintenance of the STAR segment requirement.

Share buy-back plan

The Board also resolved to submit to the approval of the Shareholders' Meeting a purchase and disposal plan (buy-back), in one or more transactions, on a revolving basis, of a maximum number of DeA Capital ordinary shares representing a shareholding of no more than 20% of the share capital of the Company (or approximately 53.3 million shares post-annulment of 40,000,000 treasury shares), in compliance with the terms and conditions established by the Shareholders' Meeting.

The plan aims to replace the previous plan approved by the Shareholders' Meeting on 19 April 2018, due to expire with the approval of the Financial Statements at 31 December 2018, and will pursue the same objectives as the previous plan, including, among other things, purchasing treasury shares to be used for extraordinary transactions and share incentive schemes, offering shareholders a means of monetisation, stabilising the share price and regulating trading within the limits of current legislation.

Authorisation to make purchases is requested for the period between the date of authorisation by the Shareholders' Meeting and the date of the Shareholders' Meeting to be convened to approve the

DeA Capital S.p.A., Registered Office in Milan, Via Brera 21, 20121 Milan - Italy, Tel. [phone], fax [phone]

Controlled and coordinated by De Agostini S.p.A., Registered Office in Novara, Via G. da Verrazano 15, 28100 Novara - Italy

Resolved share capital EUR 306,612,100 fully paid-in, Tax Code, VAT and Milan Companies Register No 07918170015, Milan Administrative Economic Index

No 1833926

Financial Statements for the year ending 31 December 2019, without prejudice in any case to the maximum duration limit established by law. The Shareholders' Meeting is also required to authorise the disposal of the shares purchased, without time limits. The proposal of authorisation to the Shareholders' Meeting sets out that purchases may be carried out according to all the methods permitted by the regulatory provisions in force, and that DeA Capital may dispose of the shares purchased also for trading purposes.

The proposal to the Shareholders' Meeting lays down that the unit price for the purchase of the shares will be set on a case-by-case basis, but must not be more than 20% above or below the reference price of the share on the trading day prior to each purchase. This criterion does not allow for the determination today of the total potential maximum disbursement for the treasury share purchase programme.

With regard to the amount for the disposal of the treasury shares purchased, the Board's proposal sets out that the Shareholders' Meeting will fix a minimum price, which in any case may not be less than 20% compared to the reference price of the share on the trading day prior to each sale, even if said limit may not be applied in certain cases.

Since the plan for the purchase of treasury shares does not have the exclusive purpose of pursuing the objectives indicated in Article 5, paragraph 2 of Regulation (EC) No 596/2014 (i.e. to reduce the share capital, to meet obligations arising from debt instruments that are exchangeable into equity instruments or to meet obligations arising from share options programmes, or other allocations of shares, to employees or to directors of the issuer or a Group company), it will not be able to benefit from the safe harbour exemptions provided for in that Regulation. The adherence to market practices accepted by Consob by means of Resolution 16839 of 19 March 2009 will eventually be decided by the Board of Directors and communicated to the market.

The number of portfolio treasury shares at 31 December 2018 was 52,858,542 or 17.2% of the share capital compared to 16.6% at the end of 2017. As of today's date, portfolio treasury shares amount to 47,367,141, equal to 15.4% of the share capital.

***

The Board of Directors also resolved to submit to the approval of the Shareholders' Meeting: (i) a performance share plan reserved for certain employees or directors of DeA Capital S.p.A., of the subsidiaries and of the Parent Company De Agostini S.p.A.; and (ii) an equity plan reserved for the Chief Executive Officer.

Performance Share Plan

The Performance Share Plan 2019-21 (PSP Plan) provides for the free assignment to beneficiaries, which will be identified by the Board of Directors by and no later than 31 December 2019 from among the subjects vested with significant functions with reference to the activity carried out by the Company, of a maximum number of 1,300,000 units. Where and to the extent accrued, these grant the holder the right to convert them into DeA Capital S.p.A. ordinary shares with a nominal value of EUR 1 each, based on 1 share for each unit held, at the end of a vesting period of approximately three years ending on the 30th calendar day following the approval of the draft financial statements at 31 December 2021. The assigned units will accrue - thus becoming accrued units - provided that: (i) the level of growth of the Adjusted NAV at 31 December 2021 compared to the Adjusted NAV at 31 December 2018 is at least equal to or above 2% per year or, alternatively, the growth rate of the average value of the DeA Capital shares in December 2021 compared to the average value of the DeA Capital shares in December 2018 (Total Shareholder Return) is at least equal to or above 4% annually, inclusive of ordinary and extraordinary dividends distributed in the reference period; and (ii) the beneficiary, on the vesting date, has maintained, without interruption, an employment or administrative relationship with the Company, its subsidiaries, or the Parent Company De Agostini S.p.A.

The units will be attributed to beneficiaries in a personal capacity and, therefore, they may not be transferred by deed between living persons or be subject to restrictions or be the subject of other deeds of disposal for any reason.

The PSP Plan lays down that the Company will convert the units accrued into shares by making available to beneficiaries a number equal to 50% of the units accrued by the 15th calendar day following the date on which the Company communicated to the beneficiaries any achievement of the

DeA Capital S.p.A., Registered Office in Milan, Via Brera 21, 20121 Milan - Italy, Tel. [phone], fax [phone]

Controlled and coordinated by De Agostini S.p.A., Registered Office in Novara, Via G. da Verrazano 15, 28100 Novara - Italy

Resolved share capital EUR 306,612,100 fully paid-in, Tax Code, VAT and Milan Companies Register No 07918170015, Milan Administrative Economic Index

No 1833926

expected objectives for vesting of the units, while the remaining 50% will be converted into shares and made available to the beneficiaries after a period of one year from the vesting date. Furthermore, under the plan, at least 20% of the shares assigned following the conversion of the units must be maintained by the beneficiaries for a pre-established period of time.

In addition, the PSP Plan enables DeA Capital S.p.A. to require beneficiaries to return, in full or in part, shares received pursuant to the plan, should circumstances emerge that clearly show that incorrect data has been used to confirm the achievement of the targets for the vesting of units (claw-back).

The objective of the PSP Plan is to ensure loyalty in the relationship between beneficiaries and the Company and to provide an incentive to increase the commitment to improve company performance, as well as to retain persons that hold significant positions within the Company and align the interests of management to those of shareholders.

Stock grant plan for the Chief Executive Officer

The DeA Capital Equity Plan 2019-2021 (CEO Plan) is a stock grant plan reserved exclusively for the Chief Executive Officer.

The CEO Plan provides for the free assignment of a maximum number of 1,750,000 ordinary shares of the Company for the Chief Executive, subject to compliance with the following conditions: (i) maintenance of the ownership of 1,750,000 company shares already held by the beneficiary on the date of approval of the plan and until the end of the term of office (i.e. until the date of approval of the financial statements at 31 December 2021); (ii) achievement of a minimum target to increase the value of the shares (Total Shareholder Return) of 15% at the end of a three-year vesting period that will end on the date of approval of the Company's financial statements at 31 December 2021; (iii) maintenance of the position of Chief Executive Officer until the end of the mandate with the loss, therefore, of any right in the event of termination of the relationship by revocation for just cause before said term.

The other provisions of the CEO Plan include: (i) the assignment of additional free shares that will consider the dividends paid during the three-year period ("dividend equivalent"); (ii) the provision of minimum holding commitments on 20% of the free shares and additional shares up to the date of termination of the office as member of the Board of Directors; and (iii) claw-back clauses.

The CEO Plan aims to increase the value of the Company's shares by aligning the economic interest of the beneficiary with that of the shareholders, and at the same time strengthening the sharing of long-term objectives between shareholders and the CEO through the establishment of a restriction on personnel and significant investment in company shares made by the same.

Any shares assigned in accordance with the Plans will be drawn from the treasury shares held by the Company.

Terms and conditions of the Plans are described in the respective Information Documents prepared pursuant to Article 84-bis of the regulation adopted by Consob Resolution 11971 of 1999 (Issuers' Regulation), which will be made available to the public at the registered office and on the websitewww.deacapital.com,under Corporate Governance - Incentive Plans, as well as through other methods provided for by law, for the entire duration of the plans.

With regard to the compensation plans based on financial instruments already in place, reference is made to the tables published on 19 April 2018, available on the websitewww.deacapital.com under Corporate Governance - Incentive Plans and as indicated in the Remuneration Report that will be published pursuant to Article 123-ter of the Consolidated Finance Act.

Details of the aforementioned Plans are available atwww.deacapital.com,under Corporate Governance - Incentive Plans.

DeA Capital S.p.A., Registered Office in Milan, Via Brera 21, 20121 Milan - Italy, Tel. [phone], fax [phone]

Controlled and coordinated by De Agostini S.p.A., Registered Office in Novara, Via G. da Verrazano 15, 28100 Novara - Italy

Resolved share capital EUR 306,612,100 fully paid-in, Tax Code, VAT and Milan Companies Register No 07918170015, Milan Administrative Economic Index

No 1833926