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Marcolin: Board of Directors' resolution

October 3 2006

The Board of Directors of Marcolin S.p.A. (the 'Company'), partially implementing the authorization granted at the extraordinary shareholders' meeting on April 27, 2006, today resolved upon a divisible increase of its share capital against payment up to a maximum of 30 million euros ('Share Capital Increase'), inclusive of share premium, by issuing ordinary shares to be offered with option rights to Shareholders pursuant to art. 2441, paragraph three, of the Italian Civil Code. The deadline for subscribing to the capital increase pursuant to art. 2439, second paragraph, of the Italian Civil Code must be established no later than March 31, 2007. The Company intends to conclude this transaction before the end of the current financial year, after receiving CONSOB authorization to publish the prospectus and establishing the timing of the offer with the Italian stock exchange.

At a subsequent meeting, the Board of Directors will (i) establish the number and issue price of the new shares and the relevant option ratio; (ii) establish the timeframe relating to the exercise of the right of option, as well as the terms and conditions relating to the public offering of the unexercised rights.

Parties to the current voting syndicate and shareholders' agreement entered into on December 16, 2004, and subsequently amended ('Shareholders' Agreement') and to which a total of 32,160,179 shares was contributed, equal to 70.872% of Marcolin S.p.A. share capital, independently and individually declared their willingness to directly or indirectly exercise all their rights of option, proportionally to the number of shares held under the terms of the Shareholders' Agreement.

The shareholders ADV Partecipazioni S.r.l. and DDV Partecipazioni S.r.l. also independently and individually stated their willingness to exercise all their rights of option proportionally to the number of shares held which do not come under the terms of the Shareholders' Agreement, equal to 2.499% each. In consideration of the above and of the 681,000 shares held by the Company, the parties to the Shareholders' Agreement account for 77.026% of the total rights of option. Further information regarding the implementation of these commitments which are currently non-binding, will be stated in the Prospectus and immediately notified to the market.

It is not planned to set up an underwriting syndicate for the subscription of the new shares which, at the end of the offering, would not be subscribed.

The share capital increase aims at strengthening the Company's assets, supporting the growth objectives established by management and allowing the Company to make use of the opportunities offered by the market.

The share capital increase will also give the Company higher financial flexibility.

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