Elica

Audit Report / Information • Apr 6, 2016

KPMG S.p.A. Revisione e organizzazione contabile Via 1º Maggio, 150/A 60131 ANCONA AN

Telefono +39 071 2901140 +39 071 2916381 Telefax it-fmauditaly@kpmg.it e-mail PEC kpmgspa@pec.kpmg.it DIGITAL

(Translation from the Italian original which remains the definitive version)

Independent auditors' report pursuant to articles 14 and 16 of Legislative decree no. 39 of 27 January 2010

To the shareholders of Elica S.p.A.

Report on the consolidated financial statements

We have audited the accompanying consolidated financial statements of the Elica Group (the "group") as at and for the year ended 31 December 2015, which comprise the income statement, the statements of comprehensive income, financial position, cash flows, changes in equity, a summary of significant accounting policies and other explanatory information.

Directors' responsibility for the consolidated financial statements

The parent's directors are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with the International Financial Reporting Standards endorsed by the European Union and the Italian regulations implementing article 9 of Legislative decree no. 38/05.

Independent auditors' responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the International Standards on Auditing (ISA Italia) promulgated pursuant to article 11.3 of Legislative decree no. 39/10. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity's preparation of consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by directors, as well as evaluating the overall presentation of the consolidated financial statements.

Record Acord Ben Bergamo
Bologna Bolzano Brescia
Catania Como Firenze Genova
Lecce Milano Napoli Novara KPMG S p A è una società per azioni di diritto italiano e fa parte del Padova Palermo Parma Perugia network KPMG di entità indipendenti affiliate a KPMG International
Cooperative ("KPMG International"), entità di diritto svizzero Pescara Roma Torino Treviso
Trieste Varese Verona

Ancona Aosta Bari Bergamo

Società per azioni Capitale sociale
Euro 9.179.700,00 i.v. Registro Imprese Milano e Codice Eiscale N. 00709600159 R.E.A. Milano N. 512867
Partita IVA 00709600159 VAT number IT00709600159 Sede legale: Via Vittor Pisani, 25
20124 Milano MI ITALIA

Elica Group Independent auditors' report 31 December 2015

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements give a true and fair view of the group's financial position as at 31 December 2015 and of its financial performance and cash flows for the year then ended in accordance with the International Financial Reporting Standards endorsed by the European Union and the Italian regulations implementing article 9 of Legislative decree no. 38/05.

Report on other legal and regulatory requirements

Opinion on the consistency of the directors' report and certain information presented in the report on corporate governance and ownership structure with the consolidated financial statements

We have performed the procedures required by Standard on Auditing (SA Italia) 720B in order to express an opinion, as required by the law, on the consistency of the directors' report and the information presented in the report on corporate governance and ownership structure required by article 123-bis.4 of Legislative decree no. 58/98, which are the responsibility of the parent's directors, with the consolidated financial statements. In our opinion, the directors' report and the information presented in the report on corporate governance and ownership structure referred to above are consistent with the consolidated financial statements of the Elica Group as at and for the year ended 31 December 2015.

Ancona, 29 March 2016

KPMG S.p.A.

(signed on the original)

Gianluca Geminiani Director of Audit