Methorios Capital : Press Release – October 19, 2016 – Proposal of the Board of Directors in relation to the capital increase to be resolved during the Extraordinary Meeting of the shareholders of 24th October 2016

English translation of Italian original.

In the event of any discrepancies, the Italian original, to be considered the official version, shall prevail.

Press Release

Methorios Capital S.p.A.

Proposal of the Board of Directors in relation to the capital increase to be resolved during the Extraordinary and Ordinary Meeting of the shareholders of 24th October 2016

Rome, 19th October 2016 - Methorios Capital S.p.A. ("Methorios" or the "Company"), an independent advisory firm, reference player in the advisory services for corporate finance transactions for global SMEs, listed on the AIM Italia/Mercato Alternativo del Capitale of Borsa Italiana and the Alternext in Paris, announces that the Board of Directors of the Company decided to propose to the shareholders, during the ordinary meeting and extraordinary general meeting of the shareholders, convened for the 24th October 2016 (first call) and for the 25th October 2016 (second call), a capital increase, to be underwritten and paid in, up to a maximum amount of € 4.300.000,00. This capital increase is needed in order to provide the Company with financial resources useful for the best pursuit of the business activity and, more in particular, for the most efficient appreciation of the Company's assets, except a different quantification of the potential amount in light of the recommendations that might arise during the general meeting of the shareholders.

In the same session, the Board of Directors of the Company defined also an economic and financial situation as of 30th June 2016 in relation to the parent company, Methorios S.p.A., (shown below), drafted under a business continuity point of view, that will be assessed by general meeting of the shareholders as per first point of the agenda.

The Board of Directors announces also that no resolutions will be taken in relation to the approval of the interim consolidated financial statement as at June 30, 2016 until the conclusion of the general meeting of the shareholders convened, as mentioned above, for the 24th October 2016 (or for the 25th October 2016 in second call).

Here below are shown the summary tables of the economic and financial situation as of 30th June 2016, with some comments on the most significant items:

BALANCE SHEET

(Values in thousands of Euro)	30/06/2016	31/12/2015
ASSET
Non-current assets
Property, plant and equipment	371	379
Goodwill and intangible assets with defined useful life	1.462	1.469
Equity investments in subsidiaries	7.141	6.826
Equity investments in associated companies	3.822	4.677
Equity investments in other companies	18.534	19.467
Financial assets available for sale	-	-
Trade receivables	-	-
Other receivables	22	22
Tax receivables	-	-
Total Non-current Assets	31.352	32.840
Current assets
Inventories	-	-
Trade receivables	267	396
Other receivables	1.929	2.077
Assets held for trading	243	557
Other current assets	544	601
Tax receivables	32	282
Cash and cash equivalents	60	166
Total Current Assets	3.075	4.079
Assets held for sale	-	-
Total Assets	34.427	36.919
LIABILITIES
Shareholders' equity
Share capital	22.012	22.012
Other reserves	1.594	53.542
IFRS Reserve	610	610
Net result for the year	(913)	(51.944)
Reserve held for sale	-	-
Total Shareholders' Equity	23.303	24.220
Non-current liabilities
Non-current financial payables	1.301	1.528
Non-current tax payables	-	-
Other non-current payables	-	-
Fund for severance package and other obligations	354	609
Other funds	-	-
Other non-current liabilities	-	-
Total Non-current Liabilities	1.655	2.137
Current liabilities
Current financial payables	5.712	5.768
Trade payables	733	867
Current tax payables	277	860
Other current payables	1.535	2.030
Current deferred tax	-	-
Other current liabilities	1.212	1.037
Total Current Liabilities	9.470	10.563
Total Liabilities	11.124	12.699
Total Liabilities and Shareholders' Equity	34.427	36.919

The asset of the balance sheet has decreased, in comparison with the one as of 31st December 2015, essentially for the sale of the shares of Imvest, associated company, sold for an amount equal to € 834.000,00 and for the impairment of the shares of Net Insurance, as a consequence of the adjustment to the market value, for an amount equal to € 853.000,00.

The liabilities of the balance sheet has decreased, in comparison with the one as of 31st December 2015, essentially for the payment, during the first semester of 2016, of the debt rescheduling plan with Credit Institutions for an amount of approximately € 200.000,00 and for the decrease of the tax liabilities, the severance package liabilities and the liabilities towards employers, as a consequence of the settlement in relation to the termination of the former co-directors, for an amount of € 1.206.000,00.

INCOME STATEMENT

(Values in thousands of Euro)	30/06/2016	30/06/2015
Revenues	433	848
Write-ups on assets	-	57
Revenues from operating activities	433	905
Other income	1.241	1.233
Consumption of material and other	-	-
Services	(366)	(1.159)
Leasing and operational rentals	(102)	(119)
Personnel expenses	(399)	(1.313)
Other operating costs	(416)	(510)
Provisions for risks and charges and impairment	(302)	(31)
Loss of value of assets - Impairment losses	(874)	(866)
Amortisation and depreciation	(20)	(24)
EBIT	(804)	(1.883)
Financial income	59	124
Financial expenses	(168)	(222)
Net financial (income) expenses	(109)	(98)
EBT	(913)	(1.981)
Income tax	-	-
Deferred taxes	-	8
Net result	(913)	(1.973)