2013 Consolidated Annual Report

Transcription

1 2013 Consolidated Annual Report (Translation from the Italian original which remains the definitive version) Page 1

2 CONTENTS Corporate bodies 3 Directors Report 4 Motion for allocation of the profit for the year of the parent company Tamburi Investment Partners S.p.A. 15 Consolidated Annual Report Financial statements 16 Consolidated income statement Statement of consolidated comprehensive income statement Consolidated statement of financial position Statement of changes in consolidated equity Statement of consolidated cash flows Notes to consolidated financial statements as at December, Appendices 58 Statement of the manager in charge of financial reporting List of investments Changes in the available for sale financial assets at fair value Changes in equity-accounted investments Loans and receivables Report of the Independent Auditors Disclosure of Independent Auditors fees Individual Annual Report Financial statements 71 Income statement Comprehensive income statement Statement of financial position Statement of changes in equity Statement of cash flows Notes to financial statements as at December 31, Appendices 111 Statement of the manager in charge of financial reporting List of investments Main results of the draft annual report as at December 31, 2013 of the controlled companies Changes in the available for sale financial assets at fair value Changes in equity-accounted investments Loans and receivables Report of the Board of Statutory Auditors Report of the Independent Auditors

3 Corporate bodies Board of Directors of Tamburi Investment Partners S.p.A. Giovanni Tamburi Alessandra Gritti Cesare d Amico Vice Chairman Claudio Berretti Alberto Capponi (1)(2) Independent Director * Paolo d Amico Director Giuseppe Ferrero (1) Independent Director * Manuela Mezzetti (1)(2) Independent Director * Bruno Sollazzo (2) Independent Director * Chairman and Managing Director Vice Chairman and Managing Director Executive Director and General Manager Board of Statutory Auditors Giorgio Rocco Silvia Chiavacci Enrico Cervellera Emanuele Cottino Andrea Mariani Chairman Standing statutory auditor Standing statutory auditor Substitute statutory auditor Substitute statutory auditor Independent Auditors KPMG S.p.A. (1) Member of the nomination committee and remuneration (2) Member of the committee for risk management and related parties * In conformity with the Code of Conduct Page 3

4 Directors Report as at December 31, 2013 Tamburi Investment Partners Group (hereinafter TIP Group ) ends the fiscal year 2013 with a consolidated net income after tax of 31.9 million Euro, more than tripled compared to the 9.3 million Euro of the individual financial statement as at December 31, 2012 of Tamburi Investment Partners S.p.A. (hereinafter TIP ). Following the establishment of the companies Clubsette S.r.l. and TXR S.r.l. during the year 2013, the drafting of the consolidated annual report has become necessary. The annual report presents, for comparative purposes, the economic, financial and balance sheet data of the individual financial statements of TIP as at December 31, 2012, with the aim of ensuring uniformity of accounting principles, with particular reference to equity-accounted investments in associates. Considering TIP activity, the most important data is in any case the amount of the total equity attributable to the shareholders of the parent company that reached approximately million Euro, the best result that has ever been reported in the Group history, after having purchased treasury shares for 6.7 million Euro and distributed dividends for 5.4 million Euro during the month of May. As at December 31, 2012 the restated net equity was of approximately million Euro and therefore the increase of the year, considering dividends and the purchase of treasury shares, was higher than 39%. Such element reflects the progressive increase of the value of the investments, and particularly of those that are listed on the stock market accounted as available for sale financial assets, for which the fair value is quarterly updated. The most relevant event regarding the performance of TIP Group during the fiscal year 2013 was related to the liquidation of the stake held in Borletti Group Finance S.C.A., already described during the year. The fiscal year 2013 ends with a consolidated profit before tax of TIP Group of approximately 31.7 million Euro, compared to the 10.1 million Euro of the profit before tax of the TIP individual financial report as at December 31, With the completion of the club deal created for the acquisition of the stake in Clubsette Moncler the amount of investments promoted and coordinated by TIP has further increased and, even if it is not known the outcome of the investments in some listed companies that are now directly and independently managed by the single shareholders since all the related agreements have expired, it is estimable that the total amount of transactions concluded that has been promoted and coordinated by TIP have exceeded 1.1 billion Euro. As at today the following club deals are fully operational in the initial shape suggested by TIP: - Interpump, that on the basis of the current market prices represents a total value of about 300 million Euro; - Prysmian, that on the basis of the current market prices represents a total value of about 250 million Euro; Page 4

5 - Moncler, that on the basis of the current market prices represents a total value of about 160 million Euro. Furthermore the investments still at least partially in place in Amplifon, Datalogic (at that time a club deal of about 100 million Euro), Roche Bobois, Intercos, Be, Bolzoni, Noemalife, Monrif, Valsoia, Servizi Italia and others have originated transactions for approximately additional 250 million Euro. Regardless the amount of the investments carried out, it has to be underlined that almost all the investee companies continue to show encouraging results, mainly thanks to the technological level, the leadership position and the geographical diversification in terms of revenues of most of them. Therefore another equally important aspect is not only the amount directly and indirectly invested by TIP, but also the quality of the investment done, most of them still in TIP portfolio. During the year 2013 TIP registered revenues from advisory activity of about 4.3 million Euro, in line with 2012, and financial income of 39.2 million Euro compared to 7.5 million of the previous year. The share of profit of equity accounted investee was about 4.7 million Euro, in line with Fixed costs were in line with the previous year, variable costs have obviously followed, largely, the increase of profits. Moreover it has to be noticed that in consideration of the completion of the turnaround phase (as better explained in details in Note (13) and as a consequence of the change of view by TIP with respect to the investment made in Data Holding 2007 S.r.l. (hereinafter DH ), which puts an end to the role of TIP as venture capital organization, has been discontinued the fair value valuation of DH, holding company of Be S.p.A. As a result of this decision the investment in DH has been evaluated in the 2013 consolidated financial report, as already done for other associates companies, according to the equity method. As required by IAS 8 the introduction of a new accounting principle has been applied on a retrospective basis therefore restating the values of the investee company as if the principle had been applied since the beginning modifying therefore the comparison results to the year During the year 2013 TIP share increased of about 53% and as of today the market capitalization is steadily over 300 million Euro; since some weeks TIP share has been included in the FTSE MID CAP index. The evolution of the share price compared to the main indexes, Italian and European, since January 1, 2010 is provided in the following chart. Page 5

6 TIP share price from until compared to some reference indexes TIP MSCI Eur IT Star FTSE Mib MSCI Small Cap FTSE Italia Small Cap Stoxx Euro Small 200 On April 29, 2013 TIP, through the club deal finalized by its controlled company TXR S.r.l., acquired approximately 19% of Furn-Invest S.A.S. holding company of the Roche Bobois group the world leader in the creation and selective distribution of high level, design and luxury furniture and home furnishing products. The group has the largest worldwide chain of high quality and design furniture stores, with a presence direct and / or through franchising consisting of 335 stores located in prestigious shopping areas, with presence in the most important towns of the main countries. During January 2014 TXR acquired additional Furn- Invest shares, increasing its shareholding up to 29.37% of the capital. TXR is a company of which TIP owns 51% of the capital. The remaining stake is owned by other equityholders, mainly family offices that have been TIP shareholders since long time. On August 5, 2013 TIP, through the club deal finalized by its controlled company Clubsette S.r.l., acquired 14% of Ruffini Partecipazioni S.r.l., company currently owning 31.9% of the Moncler group, worldwide leader of a specific segment of production and distribution of specialized and high level clothing. Clubsette is a company of which TIP owns 52.5% of the share capital. The remaining stake is owned by other equityholders, mainly family offices that have been TIP shareholders since long time. Among all the deals closed by TIP Group during 2013, it is worth mentioning the second phase of the capital increase in Noemalife, which has allowed the company to conclude the plan of enhancement of its financial structure following an important acquisition completed in France. On the basis of the evolution of TIP share price, considered unfairly undervalued during 2012, the purchase of treasury shares has continued especially during the first part of 2013, in a more massive way compared to the past. As at December 31, 2013 treasury shares represented in total 5.026% of the share capital, compared to 2.052% as at December 31, 2012, at an average book value of Euro per share. Page 6

7 As at December 31, 2013 the Group consolidated net financial position also including the 7 year partially convertible bond of 40 million Euro was equal to 38.8 million Euro. The average volumes of TIP share price for the period have increased and the columns of the following chart show updated data as at year end Average daily volumes Page 7

8 INVESTMENTS As at December 31, 2013 TIP held the investments indicated below. The indicated financial data refer, where available, to the 2013 financial statements approved by the investee s Board of Directors, or otherwise to quarterly reports or the previous annual financial statements. A) ASSOCIATES Data Holding 2007 S.r.l. Investment % as at December 31, 2013: 46.71% The company owns 33.4% of Be, Think Solve Execute S.p.A. (previously Bee Team S.p.A.), a listed company. Be s core business consists in the provision of back office services, payment systems, consultancy, IT outsourcing to banks and insurance companies, but also services for the identification of solutions for utilities related to safety. During the first half of 2013 Be, executing partially the resolution of the extraordinary shareholders meeting held on July 17, 2012, concluded a capital increase aimed at strengthening the financial and balance sheet structure of the group following a significant growth path carried out in the latest three years. The capital increase was closed with the full subscription of all the n. 65,719,176 newly issued ordinary shares, at a price of 0.19 Euro for each newly issued share (of which 0.10 accounted as capital increase) for a total amount of almost 12.5 million Euro. In the first nine months of 2013 Be achieved consolidated revenues for 62.9 million Euro, a gross operating profit of approximately 8.1 million Euro and a profit before tax of 1.6 million Euro. Gruppo IPG Holding S.r.l. Investment % as at December 31, 2013: % The company holds % of Interpump Group S.p.A., world leader in the production of piston pumps, power take-offs and hydraulic systems. In 2013 Interpump Group achieved consolidated revenues of million Euro, a gross operating profit of approximately million Euro and a net income of 44.1 million Euro. Clubtre S.p.A. Investment % as at December 31, 2013: 35.00% Clubtre S.p.A. (previously Clubtre S.r.l.), company owned by TIP (35.0%), Angelini Partecipazioni Finanziarie S.p.A. (32.5%) and d Amico Società di Navigazione S.p.A. (32.5%), was established with the purpose of acquiring a significant equity investment in Prysmian S.p.A. (hereinafter Prysmian ). Page 8

9 Prysmian is the world leader in the production of cables for energy and telecommunications with 91 production plants, 17 research and development centres and more than 19,000 employees worldwide. Clubtre is currently the main shareholder of Prysmian, holding approximately 5.84% of its share capital. In 2013 Prysmian achieved consolidated revenues of 7,273 million Euro, a gross operating profit of approximately 612 million Euro (this data refers to the adjusted Ebitda disclosed by the company) and a net income of 154 million Euro. Gatti & Co. GmbH. Investment % as at December 31, 2013: 29.97% Gatti & Co. GmbH is a corporate finance boutique headquartered in Frankfurt (Germany), mainly involved in cross border M&A transactions between Germany and Italy. In 2013 Gatti & Co. Gmbh achieved revenues for 165 thousand Euro, operating costs of 174 thousand Euro and a net loss of 10 thousand Euro. Palazzari & Turries Ltd Investment % as at December 31, 2013: 30.00% The core business of Palazzari & Turries Ltd its based on its expertise developed in China and Hong Kong, providing assistance since long time to a number of Italian companies in start ups, joint ventures and corporate finance in China. In 2012 (data expressed in Hong Kong dollars average exchange rate: ) Palazzari & Turries Ltd reported revenues of 7.1 million HKD, costs of approximately 6.2 million HKD and a net profit of 0.71 million HKD. B) OTHER INVESTMENTS IN LISTED COMPANIES Amplifon S.p.A. Investment % as at December 31, 2013: 4.26% Listed on the Italian stock exchange STAR segment Amplifon group is the world leader in the distribution and customized application of hearing aids with a market share of 9%, about 3,250 shops and 2,400 assistance centres around the world. In the first nine months of 2013 Amplifon group recorded consolidated revenues of million Euro, a gross operating profit of 70.5 million Euro and a loss of 1.3 million Euro. Bolzoni S.p.A. Investment % as at December 31, 2013: 7.90% Listed on the Italian stock exchange STAR segment Bolzoni group designs, produces and markets forklift truck attachments and industrial handling Page 9

10 equipment. In the first nine months of 2013 Bolzoni group recorded consolidated revenues of 90.4 million Euro, a gross operating profit of approximately 6.2 million Euro and a profit for the period of 50 thousand Euro. Datalogic S.p.A. Investment % as at December 31, 2013: 6.39% Listed on the Italian stock exchange STAR segment Datalogic group (hereinafter also Datalogic ) is one of the leading global players in the production and marketing of systems and products in the field of identification, industrial automation, barcode readers, and portable devices. In the first nine months of 2013 Datalogic reported consolidated revenues of million Euro, a gross operating profit of approximately 43.2 million Euro and a profit of 17.7 million Euro. M&C S.p.A. Investment % as at December 31, 2013: 3.47% Listed on the Italian stock exchange MIV segment M&C S.p.A. formerly Management & Capitali S.p.A is a company that mainly invest in companies operating in the industrial, financial, real estate, trade and services sectors; its main investee is Treofan Holding GmbH. In the first nine months of 2013 M&C reported a net loss of 1.0 million Euro and as at September 30, 2013 reported a net cash position of around 37.7 million Euro. In the first nine months of 2013 its main investee, Treofan, recorded consolidated revenue of million Euro and a gross operating profit of 16.5 million Euro. Monrif S.p.A. Investment % as at December 31, 2013: 9.18% Listed on the Italian stock exchange Monrif group is an holding company operating in the following sectors: publishing, printing, hotels, real estate, internet and multimedia technologies. In the first nine months of 2013 Monrif reported consolidated revenues of million Euro, a gross operating profit of around 6.4 million Euro and a loss of 9.7 million Euro. Noemalife S.p.A. Investment % as at December 31, 2013: 16.33% Listed on the Italian stock exchange Noemalife group is one of the European leaders in the diagnostic and clinical processes of health structures. In the first half of 2013 the company closed a capital increase for a total of 5.0 million Euro aimed at a significant acquisition. Page 10

11 In the first nine months of 2013 Noemalife reported consolidated revenues of 43.9 million Euro, a gross operating profit of 0.9 million Euro and a loss of 8.0 million Euro. INVESTMENTS IN UNLISTED COMPANIES Borletti Group Finance S.C.A. (in liquidation) Investment % as at December 31, 2013: 6.19% (14.81% of only class A shares reserved to financial investors) Borletti Group Finance S.C.A. is currently in liquidation following the formalization of the definitve agreement with a Qatari investor, for the disposal of the companies controlling the French group Printemps one of the major player worldwide in the field of fashion, luxury and cosmetics, with revenues of approximately 1.5 billion Euro and more than 3,000 employees. The liquidation procedure of the company Borletti Group Finance S.C.A. is currently under execution and it is expected to be completed by the first half of For further details please refer to Note (7). Dafe 4000 S.p.A. Investment % as at December 31, 2013: 17.94% Dafe 4000 S.p.A. is the company that owns all class D shares issued by Intercos S.p.A., one of the world leaders in the research, development and production of make-up products for the main international operators involved in the cosmetic industry. Class D shares have no voting rights in the Shareholders Meeting, they have preferential treatment for the distribution of earnings and assets and they will be automatically converted into Intercos S.p.A. ordinary shares on December 31, In 2012 Intercos reported consolidated revenues of million Euro, a gross operating profit of approximately 47.2 million Euro and a profit of 8.0 million Euro. Furn-Invest S.A.S. Investment % (through TXR S.r.l.) as at December 31, 2013: 19.18% TXR S.r.l., a 51% company controlled by TIP and for the remaining stake by other co-investors (through UBS Fiduciaria S.p.A.) not classified as related parties under IAS 24, was established - according to the typical scheme of club deal promoted by TIP - with the aim to acquire a significant stake (currently equal to 29.37% of the share capital) of Furn-Invest SAS, a French company controlling the Roche Bobois group and 1 share of Roche Bobois Groupe S.A. (equal to 0.006% of the share capital), operating holding company. The purchase of the single share of Roche Bobois Groupe S.A. was necessary because the by-laws requires that to be members of the Supervisory Board the member should have at least one share of the company. Roche Bobois is the first group worldwide in the creation and selective distribution of high level, design and luxury furniture and home furnishing products. The group has the largest worldwide chain of high quality and design furniture stores, with a presence direct and/or through franchising consisting of 335 stores located in prestigious shopping areas, with presence in the Page 11

12 most important towns of the main countries. As of today its stores are 267 in Europe, 27 in the United States of America and Canada and 41 among South America, Africa and Asia. The group also includes the Cuir Center chain, the leading distributor, within the French market, for leather furniture products, operating through a network of 86 stores - direct and / or through franchising - positioned on a market segment complementary to the one of Roche Bobois. In 2012 aggregated revenues of Furn Invest group (including franchising stores) was approximately 515 million Euro whereas consolidated revenues of Roche Bobois group that includes thus only direct sales was around 243 million; the consolidated gross operating profit was approximately 19.6 million Euro and the consolidated profit was equal to 4.5 million Euro. Ruffini Partecipazioni S.r.l. Investment % (through Clubsette S.r.l.) as at December 31, 2013): 14.00% In July 2013 TIP established Clubsette S.r.l. ( C7 ) with a share capital of 100,000 Euro participated also by other investors mainly entrepreneurs and family offices that have been shareholders of TIP since long time, one of which classified as related parties under IAS 24; TIP own 52.5% of C7 share capital. C7 shareholders have made non-interest bearing shareholders loans to C7 for a total amount of 80,266,600 Euro proportionally on the basis of the stakes held in the company. In this context TIP has made a loan of 42,118,965 Euro. These loans are considered as equity under IAS 32. On August 5, 2013 TIP through its controlled company Clubsette S.r.l., has acquired 14% of Ruffini Partecipazioni S.r.l. (hereinafter RP ), company established under the Italian law owning 32.00% of the share capital of Moncler S.r.l., currently Moncler S.p.A.. The agreed base price for the acquisition of 14% of RP has been established in 103 million Euro, of which 80 million Euro given at closing (and therefore paid to the counterparty on August 5, 2013) and 23 million Euro as temporary remaining price. The remaining price, in line with the practice used in other similar transactions of share purchase acquisitions, is subject to a series of adjustments on the basis of generally accepted parameters and methodologies, that might lead to increases or decreases, with the notice that the amount of the temporary remaining price estimated by TIP in the consolidated annual report as at December 31, 2013 is equal to the present value of 23 million Euro. The parties are committed to determine the amount of this price adjustment and consequently of the remaining price by May 15, The remaining price shall be paid by C7 for a third by July 31, 2014, for a third by July 31, 2015 and for a third by July 31, Furthermore it is provided the payment of interests to be calculated on the latest two tranches of the remaining price on the basis of a fixed annual interest rate equal to 2%. Finally a further adjustment has been included to be calculated on the stake owned in Ruffini Partecipazioni on the basis of the actual average price of Moncler share in the first six months of trading on the stock market. The mechanism of the additional contractual adjustment is based on the datio in solutum mechanism with the aim of regulating the paid back of quotas of Ruffini Partecipazioni originally acquired for 14% - with the provision of a maximum paid back cap equal to 2.00% of the capital of Ruffini Partecipazioni itself. Page 12

13 Provided the eventual payment of this further adjustment through the datio in solutum mechanism, the share purchase agreement provides for the possibility to determine indirectly in a conventional way the equity value of 100% of Moncler (considering also that the investment by Clubsette in Moncler has been made indirectly) corresponding to a paid back of 2% of Ruffini Partecipazioni share capital. The conventional value of 2% of Ruffini Partecipazioni subject to the datio in solutum mechanism has been accounted as investee with the provision of the estimated debt at the date of closing of the investment. The estimation of this amount has been made considering the maximum amount of the adjustment. On the basis of the above, in the consolidated annual report as at December 31, % of the stake held in Ruffini Partecipazioni has been valued at fair value and the significant increase has been caused by the value of Moncler share as at December 31, Moncler is the world leader in a specific segment of very high level clothing and was created in 1952 by Renè Ramilton, French artisan specialized in mountain equipment, and leverages on a network of more than 120 monobrand stores in 16 countries and on a network of 2,700 wholesale international dealers. In the first nine months of 2013 Moncler group reported consolidated revenues of million Euro, a gross operating profit of approximately million Euro and a profit of 55.0 million Euro. The growth of revenues and the profitability achieved in the latest years have positioned Moncler to the highest level and among the best-known brands worldwide. C) OTHER INVESTMENTS In addition to the above described investments, TIP annually holds investments in other listed and unlisted companies, that are not considered to be significant in terms of the invested amount. For the related details please refer to Appendix 2. THE ADVISORY BUSINESS The advisory business performed well also in 2013 and reported revenues only slightly below the previous year mainly because of a couple of transactions that were interrupted even though at a later stage, but in any case with a good contribution to the group s income statement and always able to cover fixed costs, therefore gross of dividends, interests and non recurring income or costs. RELATED PARTY TRANSACTIONS Transactions with related parties are detailed in Note (34) to the financial statements. EVENTS AFTER THE REPORTING PERIOD On January 27, 2014 the management of TIP - in collaboration with Borsa Italiana announced the launch of the project TIPO - TIP Pre - IPO, company focused on investments in companies Page 13

14 with revenues in the range between 30 and 200 million Euro that have decided to pursue the listing on the stock market within few years. TIPO has been established in the form of S.r.l. on January 24, TIP made a shareholders loan for future capital increase to TIPO S.r.l of approximately 5 million Euro for the subscription of a capital increase corresponding to 1.595% of Advanced Accelerator Applications SA ( AAA ). AAA is a pharmaceutical and diagnostic group founded in 2002 by some Italian professors as a spin-off of CERN (Organizzazione Europea per la Ricerca Nucleare) of Geneva with the aim of developing innovative diagnostic and therapeutic applications and products. AAA has an operating headquarter in Saint Genis Pouilly (France) and has a wide Pan- European network of R&D and manufacturing laboratories, with a direct presence in France, Italy, Spain, Portugal and Switzerland and a distribution network in 16 countries. In January 2014 AAA had 17 R&D laboratories and an headcount of 250 employees, 40 of which active in R&D. The company has a wide shareholding base, composed of more than 150 shareholders, and in 2013 it is forecasted to post revenues of approximately 56.6 million Euro, with an EBTDA of approximately 14 million Euro. In January 2014 TXR acquired additional n. 10,062,500 Furn-Invest shares, increasing thus its shareholding up to 29.37% of the capital. The cash out of TXR was approximately 7.7 million Euro, increasing the total investment of TXR up to around 22.2 million Euro. On February 28, 2014 the additional exercise period of TIP S.p.A. Ordinary Shares Warrants ended. During that period n. 6,714,552 warrants were exercised and n. 6,714,552 newly issued TIP ordinary shares were subscribed (ratio of 1 TIP ordinary share for each exercised warrant) at a price of Euro each, admitted to be trading on the Mercato Telematico Azionario of Borsa Italiana, of the nominal value of 0.52 Euro each, having regular jouissance rights and the same characteristics of TIP outstanding ordinary shares as at the issuance date, for a total value of 12,536, Euro. Following these subscriptions the share capital of TIP is therefore equal to Euro 74,236, composed of n. 142,762,040 ordinary shares of the nominal value of euro 0.52 each. N. 5,102,273 warrants are still outstanding. OUTLOOK The macroeconomic situation both in Europe and internationally is improving, albeit slightly. Those companies that suffered less than the others during 2012 and 2013 should be the first to benefit from this recovery. In this context TIP investee companies seem to have very interesting strategic and economic outlooks. The financial markets of almost all Western countries showed outstanding performances in 2013 and for the companies that are real leaders this trend should continue also in 2014, in particular if shocks caused by external elements did not occur. In any case TIP is willing to continue to invest and to sustain the development of its investee companies in line with its proven schemes and criteria. In the meanwhile the disposals of investments of more limited size or which are considered less promising will continue. Page 14

15 RESEARCH AND DEVELOPMENT ACTIVITIES During the year, the company did not incur research and development costs. MAIN RISKS With reference to the main risks concerning the Group, please refer to Note n. (30). TREASURY SHARES Treasury shares in portfolio as at December 31, 2013 were n 6,837,362; afterwards additional purchases have not been made, therefore the percentage remains confirmed equal to 5.026%. ALLOCATION OF THE PROFIT FOR THE YEAR OF TAMBURI INVESTMENT PARTNERS S.P.A. Dear Shareholders, We ask you to approve the 2013 financial statements of Tamburi Investment Partners S.p.A. as submitted and we propose that the profit for the year of 27,899,373 Euro will be allocated in the following way: - To legal reserve Euro 76 - A gross dividend of euro per share (*) to ordinary shares existing at ex-dividend date for a total amount of Euro 11,281,748 - To retained earnings for an amount of Euro 16,617,549 (*) including the newly issued n. 6,714,552 ordinary shares deriving from the exercise of warrants as at February 28, 2014 and excluding n. 6,837,362 treasury shares owned by the Company or that different number of treasury shares owned by the Company at the ex-dividend, paying the necessary amount from/in the share premium reserve. On behalf of the Board of Directors The Chairman Giovanni Tamburi (signed on the original) Milan, March 4, 2014 Page 15

16 Consolidated Income Statement Tamburi Investment Partners Group (Euro) (1) Note Revenues from sales and services 4,262,593 4,711,760 4 Other revenues 150, ,782 Total revenues 4,413,575 4,844,542 Costs for materials, services and other costs (2,008,898) (1,636,081) 5 Personnel expenses (9,983,244) (4,142,661) 6 Depreciation, amortization and impairment losses (65,630) (78,722) Operating profit (loss) (7,644,197) (1,012,922) Financial income 39,240,474 7,497,498 7 Financial expenses (2,137,079) (630,529) 7 Profit before adjustments to investments 29,459,198 5,854,047 Share of profit (loss) of equity-accounted investees 4,737,838 4,339,448 8 Net impairment losses on available for sale financial assets (2,499,652) (87,443) 9 Profit before tax 31,697,384 10,106,051 Current and deferred taxes 141,514 (849,740) 10 Profit for the period 31,838,898 9,256,312 Profit (loss) for the period attributable to the shareholders of the parent company 31,939,044 9,256,312 Profit (loss) for the period attributable to the minority shareholders (100,146) n.a. Basic earning per share Diluted earning per share Number of outstanding shares 129,210, ,255,231 (1) Comparative figures refer to the restated individual income statement of TIP, not consolidated. Page 16

17 Statement of consolidated comprehensive income statement Tamburi Investment Partners Group (Euro) (1) Note Income and expenses recognized in income statement Income and expenses recognised directly in equity: 25 - Fair value gains (losses) on available for sale financial assets 78,686,743 8,985,176 - Changes in equity-accounted investments 15,120,007 24,076,989 Income and expenses not recognized in income statement Employees benefits 13,084 6,821 Other changes 7,808 (37,855) Total income and expenses recognized directly in equity 93,827,642 33,031,131 Profit for the year 31,838,898 9,256,312 Total comprehensive income (expense) 125,666,540 42,287,443 Total comprehensive income (expenses) attributable to the shareholders of the parent company 93,907,724 42,287,443 Total comprehensive income (expenses) attributable to minority shareholders 31,758,816 n.a. Total comprehensive income (expenses) per share Total diluted comprehensive income (expenses) per share 0,70 0,30 Number of outstanding shares 129,210, ,255,231 (1) Comparative figures refer to the restated individual income statement of TIP, not consolidated. Page 17

18 Consolidated statement of financial position Tamburi Investment Partners Group December 31, 2013 December 31, 2012 (1) January 1, 2012 Note (Euro) Non-current assets Property, plant and equipment 56,896 65,515 99, Goodwill 9,806,574 9,806,574 9,806, Other intangible assets 867 1,806 3, Equity-accounted investments in associates 87,991,918 74,827,245 44,364, Available for sale financial assets 314,264, ,672, ,396, Loans and receivables 15,753,214 19,483,480 18,571, Tax assets 219, ,443 13, Deferred tax assets 982, , , Total non-current assets 429,076, ,580, ,681,220 Current assets Trade receivables 684,181 2,664,262 2,001, Current financial assets 32,803,312 3,753,801 13,650, Available for sale financial assets 284, Loans and receivables 0 37,400, Cash and cash equivalents 622, , , Tax assets 711,581 20,417 3, Other current assets 195,543 89, ,583 Total current assets 35,301,878 44,856,209 15,962,792 Total assets 464,378, ,437, ,644,012 Equity Share capital 70,744,694 70,744,317 70,744, Reserves 184,606, ,432, ,045, Retained earnings / Losses carried forward 2,831,945 (1,048,501) (1,055,190) Profit for the year attributable to the shareholders of the parent company 31,939,044 9,256,312 2,631, Total equity attributable to the shareholders of the parent company 290,121, ,385, ,366,426 Total equity attributable to the minority shareholders 69,915, Total equity 360,037, ,385, ,366,426 Non-current liabilities Post-employment benefits 162, , , Financial liabilities 89,777,185 39,904, Deferred tax liabilities 2,013,866 1,072, , Total non-current liabilities 91,953,653 41,140, ,484 Current liabilities Trade payables 345, , ,597 Financial liabilities 3,379, ,777 16,897, Tax liabilities 202, , , Other liabilities 8,459,863 2,671,018 1,970, Total current liabilities 12,387,073 3,911,331 19,699,102 Total liabilities 104,340,726 45,052,036 20,277,586 Total equity and liabilities 464,378, ,437, ,644,012 (1) Comparative figures refer to the restated individual statement of financial position of TIP, not consolidated. Page 18

19 Statement of changes in consolidated equity Share Share Legal Extraordinary Fair value reserve Reserve for Other IFRS reserve Negative Retained Profit for the year Total equity Total equity Profit for the year Total capital premium reserve reserve related to repurchase reserves for business goodwill earnings attributable to the attributable to the attributable to the attributable to the equity reserve financial assets of treasury combination shareholders of the shareholders of the minority minority available for sale shares parent parent shareholders shareholders company company As at January 1, 2012 individual (1) 70,744, ,710,318 1,529,576 - (8,577,168) (2,394,058) - (483,655) 7,260,623 (1,055,190) 2,631, ,366,426 Change in fair value of available for sale financial assets 33,062,165 33,062,165 Employees' benefits 6,821 6,821 Other changes (37,855) (37,855) Total income (expense) recognised directly in equity 33,062,165 33,031,131 Profit (loss) as at December 31, ,256,312 9,256,312 Total comprehensive income 33,062,165 42,287,443 Transfer to fair value reserves related to equity investments (1,440,690) 1,440,690 - Reserve related to equity-accounted investments (72,675) (72,675) Allocation of the profit for 2011/dividends distribution 136,168 6,689 (2,631,824) (2,488,967) Dividend distribution (2,200,471) (2,200,471) Reserve related to the option of the convertible bond 104, ,434 Warrants' conversion Repurchase of treasury shares (1,611,660) (1,611,660) Restated as at December 31, 2012 individual 70,744, ,269,977 1,665,744-24,484,997 (4,005,718) 1,441,415 (483,655) 5,060,152 (1,048,501) 9,256, ,385,040 As at January 1, 2013 individual (1) 70,744, ,269,977 1,665,744-24,484,997 (4,005,718) 1,441,415 (483,655) 5,060,152 (1,048,501) 9,256, ,385, ,385,040 Change in fair value of available for sale financial assets 61,947,788 61,947,788 31,858,962 93,806,750 Employees' benefits 13,084 13,084 13,084 Other changes 7,808 7,808 7,808 Total income (expense) recognised directly in equity 61,947,788 61,968,680 31,858,962 93,827,642 Profit (loss) as at December 31, ,939,044 31,939,044 (100,146) 31,838,898 Total comprehensive income 61,947,788 31,939,044 93,907,724 (100,146) 125,666,540 Total equity attributable to minority shareholders 38,156,635 38,156,635 Transfer to fair value reserves related to equity investments (4,282,500) 4,282, Transfer to legal reserve (12,483,119) 12,483, Reserve related to equity-accounted investments (109,536) (109,536) (109,536) Allocation of the profit for 2012/dividends distribution 3,880,446 (3,880,446) 0 0 Dividend distribution (5,375,866) (5,375,866) (5,375,866) Warrants' conversion ,305 1,305 Repurchase of treasury shares (6,686,808) (6,686,808) (6,686,808) As at December 31, 2013 consolidated 70,744,694 84,505,286 14,148,863-86,432,785 (10,692,526) 5,635,271 (483,655) 5,060,152 2,831,945 31,939, ,121,859 70,015,597 (100,146) 360,037,310 (1) Comparative figures refer to the statement of changes in individual, not consolidated equity of TIP. (1) Comparative figures refer to the statement of changes in individual, not consolidated equity of TIP. Page 19

20 Statement of consolidated cash flow Tamburi Investment Partners Group December 31, 2013 December 31, 2012 A.- OPENING NET CASH & CASH EQUIVALENTS B.- CASH FLOW FROM OPERATING ACTIVITES Profit for the year 31,939 9,256 Depreciation & amortisation Impairment losses (reversal of impairment losses) on property, plant and equipment - - Impairment losses (reversal of impairment losses) on investments (2,238) (4,252) Impairment losses (reversal of impairment losses) on current financial assets (loans and receivables) Gains from the sale of available for sale financial assets (33,290) Change in employee benefits (1) (14) Business combination income Change in deferred tax assets and liabilities (3,061) 5,662 Decrease/(increase) in trade receivables 1,946 (695) Decrease/(increase) in other current assets (107) 12 Decrease/(increase) in tax assets (692) (222) Decrease/(increase) in loans and receivables 41,130 (38,312) Decrease/(increase) in other current securities (29,333) 9,897 (Decrease)/increase in trade payables (99) 46 (Decrease)/increase in financial liabilities 49,872 23,302 (Decrease)/increase in tax liabilities (300) 68 (Decrease/increase in other current liabilities 8, Cash flow from operating activities 68, C.- CASH FLOW FROM / USED IN INVESTING ACTIVITES Intangible assets a) purchases b)disposals Property, plant and equipment a) purchases (25) (10) b)disposals 3 c) net of accrued depreciation Financial assets (Purchase) disposal of investments in subsidiaries (net of net cash and cash equivalents of subsidiaries) (Purchase) disposal of other investments: a) purchases (141,411) (6,937) b)disposals 14,145 14,015 c) Gain from the sale of available for sale financial assets 33,290 Cash flow from / used in investing activities (93,999) 7,068 Page 20

21 December 31, 2013 December 31, 2012 D.- CASH FLOW USED IN FINANCING ACTIVITIES Financings a) new financings b)reimbursement of financings Capital increase and capital injections for future capital increase Repurchase of treasury shares (6,687) (1,612) Capital increase for disposal of treasury shares Capital increase costs Approved unpaid dividends (other debts) Payment of dividends (5,375) (4,689) Change in reserves 37,525 (504) Increase in financial receivables for approved unpaid dividends (other receivables) Cash flow used in financing activities 25,463 (6,805) E.- CASH FLOW FOR THE YEAR (305) 722 F.- CLOSING NET CASH & CASH EQUIVALENTS The closing net cash & cash equivalents are composed as follows: Cash & cash equivalents Current bank loans and borrowings Closing net cash & cash equivalents Page 21

22 NOTES TO FINANCIAL STATEMENTS AS AT DECEMBER 31, 2013 (1) Group business activities TIP Group is an independent investment / merchant bank focusing on medium-sized Italian companies active in: 1. minority investments, as an active investor in (listed and unlisted) companies able to express excellence in their respective sectors; transactions with a value below 40 /50 million euro per single deal are usually made directly by TIP whereas transactions with an higher value might be sometimes made through the club deal scheme; 2. advisory activities in corporate finance transactions, especially acquisitions and disposals through Tamburi & Associati division (T&A); 3. secondary private equity activities: investing in investments held by private equity funds, banks, financial firms or insurance companies and purchasing stakes of entities that operate in the private equity sector or similar activities. (2) Accounting policies The parent company TIP was incorporated as a company limited by shares under Italian law and its registered office is based in Italy. The company was listed in November 2005 on the Expandi segment of the stock market, organized and managed by Borsa Italiana S.p.A.. On December 20, 2010 Borsa Italiana S.p.A. has promoted the company to the STAR segment. The draft financial statements as at and for the year ended December 31, 2013 have been approved by the Board of Directors on March 4, The consolidated annual report as at December 31, 2013 has been drawn up on a going concern basis and in conformity with the International Financial Reporting Standards and International Accounting Standards ( IFRS, IAS, or international accounting standards) issued by the International Accounting Standards Board ( IASB ) and the related interpretations of the International Financial Reporting Interpretations Committee ( IFRIC ), as endorsed by the European Community Commission with regulation no. 1725/2003 as subsequently amended, as per regulation no. 1606/2002 of the European Parliament. In accordance with IAS 1, the consolidated financial statements consist of the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows, the notes and is accompanied by the Directors report. The financial statements have been drawn up in Euros, without decimals. The accounting policies and the methods of calculation adopted to draw up these consolidated financial statements are the same as those adopted in the draft financial statements as at December 31, 2012, except for that required by the consolidation and that described in the New standards section. Page 22

23 The drafting of the consolidated financial statements has become necessary after the acquisition of the control by the holding company TIP of the companies TXR S.r.l and Clubsette S.r.l.. For further details regarding the acquisition and the consolidation procedures please refer to the following paragraphs consolidation criteria and procedures, business combinations and also to Note (9). For comparative purposes data of the income statement and the individual comprehensive income statement as at December 31, 2012 and the statement of financial position and the statement of individual cash flow as at December 31, 2012 of the holding company TIP have been provided, in order to take into consideration the valuation of the investment in the associate company DH on the basis of the equity method, as described in the Directors Report. The change between the individual net equity of TIP as at December 31, 2012, equal to million euro, and the restated comparative figure in this annual report, equal to million euro, refers to the valuation of the associate company Data Holding on the basis of the equity method for 2.9 million euro net of the relating fiscal effect. Presentation and disclosures concerning financial instruments are based on the requirements of IAS 32, as amended and supplemented by IFRS 7. During the year, no exceptional cases occurred to make the use of the exceptions included in IAS 1 necessary. The financial statements as at December 31, 2013 have been prepared using the general historical cost criterion, with the exception of derivative financial instruments that are measured at fair value, investments in associates that are measured using the equity method and of current financial assets and available for sale financial assets that are measured at fair value. Preparation of the consolidated annual financial statements requires judgments, estimates and assumptions to be made that affect the application of accounting policies and the carrying amounts of assets, liabilities, costs and revenue. These estimates and related assumptions are based on previous experience and other factors deemed reasonable in the circumstances. However, since estimates are involved, the actual results will not necessarily be the same as those shown herein. Estimates have been used to recognize allowances for impairment, the fair value of financial instruments, impairment losses, employee benefits and taxes. The main accounting policies adopted in the drawing up of the consolidated financial statements, as well as the content and the variations of the individual captions, are detailed hereunder New standards The new documentation issued by IASB and endorsed by the EU, as applicable to these financial statements, is listed hereunder: Page 23

24 - IAS 1 Presentation of financial statements the captions related to other comprehensive income components of the period must be distinguished between components that will never be reclassified in profit / (loss) for the period and components that could be subsequently reclassified in profit / (loss). - IAS 12 Income taxes The amendment, issued by the IASB in December 2010, introduces the presumption for deferred tax assets that the underlying asset will be recovered entirely through sale unless there is clear evidence of its recovery can occur with the use. The presumption will be applied to investment property and assets recorded as plant and equipment or intangible assets recognized or revaluated at fair value. As a result of these changes the interpretation SIC 21 Income Taxes Recovery of Revaluated Non-Depreciable Assets will be repealed. This change is applicable on a mandatory basis from January 1, IAS 19 Employee benefits The standard has been subject to an accounting standard review. In particular, this amendment removes the option to defer the recognition of actuarial profits and losses with the corridor approach, requiring the presentation in the statement of financial position of the fund deficit or surplus, the recognition of service cost and net financial expense registered in the profit and loss, the recognition of actuarial gains and losses arising from remeasurement of liabilities and assets in the statement of comprehensive income. The new IAS 19 is applicable for annual periods starting from January 1, IFRS 7 - Financial Instruments - disclosures - offsetting of financial assets and liabilities. The amendments to this standard have been introduced to enable users of financial statements to understand the information on the effects or potential effects of offsetting contracts of financial assets and liabilities on the statement of financial position. The amendments to IFRS 7 apply mandatory for annual periods beginning on or after January 1, IFRS 13 - Fair Value Measurement - the standard, issued by the IASB in May 2011 and applicable from January 1, 2013, defines fair value, clarifies how it is to be measured and introduces disclosure common to all assets valued at fair value. The standard applies to all transactions or balances when another standard requires or permits the measurement at fair value. It is worth highlighting that the IASB and IFRIC have approved some variations to the already existing IAS/IFRS as well as issued new IAS/IFRS and the new IFRIC interpretations. These new documents, having a deferred application date, have not been adopted for the drafting of these annual financial statements. The main variations relate to: - IAS 27 - Separate Financial Statements - Following the issuance of IFRS 10, in May 2011 the IASB has confined the scope of IAS 27 only to separate financial statements. This standard specifically regulates the accounting treatment of investments in subsidiaries, associates and joint ventures in the separate financial statements and is applicable from January 1, IAS 28 - Investments in associates and joint ventures - On May 12, 2011, the IASB issued IAS 28 Investments in Associates and Joint Ventures, which disciplines the accounting for investments in Page 24

25 associates and joint ventures, as well as the criteria for the application of the equity method and has been amended subsequent to the issuance of IFRS 10 and IFRS 11. The standard is applicable from January 1, IFRS 10 - Consolidated Financial Statements - Issued in May 2011, the standard replaces SIC 1 - Consolidation of special purpose entities - and parts of IAS 27 - Consolidated and Separate financial statements. This standard is applicable from 1 January IFRS 11 - Joint Arrangements - The standard, issued by the IASB in May 2011 which will replace IAS 31 - Interests in joint ventures - and SIC 13 Jointly-Controlled Entities - Contributions by venturers is applicable from January 1, This standard provides criteria for the identification of joint arrangements by focusing on the rights and obligations arising from such arrangements, rather than their legal form and it foresees the equity method as unique accounting method for investments in joint ventures in the consolidated financial statements. - IFRS 12 Disclosure of interests in other entities - The standard, issued by the IASB in May 2011 and applicable from January 1, 2014, specifically requires disclosures to be provided for each kind of investment, including subsidiaries, associates and joint arrangements, special purpose entities and other unconsolidated structured entities; - IAS 32 Financial Instruments: Presentation On December 16, 2011 the IASB issued some amendments to IAS 32 Financial Instruments: presentation in order to clarify the application of certain criteria for offsetting financial assets and liabilities. The amendments must be applied on a retrospective basis for annual periods beginning on or after January 1, IAS 36 Further information regarding the impairment on financial assets In May 2013 the IASB issued some amendments to IAS 36 - Further information regarding the impairment on financial assets - in order to clarify the information to be provided concerning the recoverable amount of the assets, if such value is based on the fair value less costs to sell. Such amendments, that concern only those assets whose value has been reduced, apply on a retrospective basis for annual periods beginning on or after January 1, With reference to the application of the new accounting standards, the Company has made an analysis of the potential impacts on the 2014 financial statements and it is estimated that there will be no significant changes deriving from their application. Consolidation criteria and procedures Consolidation scope The consolidation scope comprises the parent, TIP Tamburi Investment Partners S.p.A. and the subsidiaries over which TIP exercises direct or indirect control. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of the subsidiaries are included in the consolidated statements from the date on which control was actually transferred to the group and are no longer consolidated from the date on which control has been transferred outside the group. As at December 31, 2013 the consolidation scope comprises the companies TXR S.r.l. and Clubsette S.r.l.. Page 25

26 Details of the subsidiaries are as follows: Name Registered office Share capital Investment held Clubsette S.r.l. Milan 100, % TXR S.r.l. Milan 100, % Consolidation procedures The consolidation of the controlled subsidiaries is made on the basis of their respective financial statements properly adjusted in order to make them homogeneous with the accounting principles adopted by the parent company. The financial statements of the subsidiaries are drawn up using the same accounting policies as the parent company. All balances and intragroup transactions, including any unrealized profits deriving therefrom transactions, have been eliminated. Unrealized losses have been eliminated unless they represent impairment. As at April 18, 2013 the company TXR S.r.l. was established with a share capital of 100,000 euro, controlled by TIP with a 51% stake. The company business scope is the acquisition, management and disposal of investments in shares and/or every kind of financial instruments issued by the company Furn-Invest S.A., French simplified joint stock company. On April 29, 2013 TXR S.r.l. acquired n. 18,939,273 Furn-Invest S.A shares (equal to % of the share capital). In the second half of 2013 the company Clubsette S.r.l. was established with a share capital of 100,000 euro, controlled by TIP with a 52.50% stake. The company business scope is represented by the acquisition, management and disposal of investments or interests in other companies with the aim of providing a medium/long term investment and not for placement purposes. On August 5, 2013 Clubsette S.r.l. acquired subject to the above described adjustments a 14% stake in the share capital of Ruffini Partecipazioni S.r.l. ab Italian based company that as of today owns a 31.9% stake in the share capital of Moncler S.p.A. In commenting the changes in the reporting period of the captions of the statement of financial position and for the purpose of drawing up the statements of cash flows and changes in equity, the opening balances as at January 1, 2013 of the parent were considered. Accounting policies The accounting policies used to draw up the consolidated financial statements at December 31, 2013 are shown below. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are recognized at historical cost, inclusive of ancillary costs directly Page 26

27 attributable thereto and necessary to bring the asset to working condition for the intended use for which it was purchased. If significant components of an item of property, plant and equipment have different useful lives, these components are recognized separately Property, plant and equipment are recognized net of accumulated depreciation and any impairment losses calculated according to the methods described later on. Depreciation is calculated on a straight-line basis according to the asset s estimated useful life, which is reviewed annually. Any changes, when necessary, are applied prospectively. The main depreciation rates used are as follows: - Furniture and fixtures 12% - Sundry equipment and plant 15% - Electronic office equipment 20% - Mobile telephone 20% - Equipment 15% - Cars 25% The carrying amount of property, plant and equipment is regularly tested for impairment, if events or changes in circumstances suggest that it is not recoverable. If such an indication exists and if the carrying amount exceeds the expected recoverable amount, the assets are impaired to reflect their recoverable amount. Their recoverable amount is the higher of their net selling price and value in use. In defining value in use, expected future cash flows are discounted to present value using a pre-tax discount rate that reflects the current market estimate of the time value of money and the risks specific to the asset. Impairment losses are recognized in the profit and loss under depreciation, amortization and impairment losses. These impairment losses are reversed if the reasons causing them cease to exist. When an asset is sold, or when its use is not expected to generate future economic benefits, it is derecognized and any loss or profit (calculated as the difference between the disposal value and carrying amount) is immediately recognized in the profit and loss. GOODWILL Business combinations are accounted for applying the purchase method. Goodwill is the excess of purchase cost over the acquirer s share of the net fair value of identifiable assets and of present and contingent liabilities. After initial recognition, goodwill is decreased by any cumulative impairment losses, calculated using the methods described later on. Goodwill stemming from acquisitions made prior to January 1, 2004 is recognized at deemed cost, i.e., its carrying amount in the last set of annual financial statements prepared in accordance with previously applied accounting policies (December 31, 2003). When the IFRS-compliant opening balance sheet was prepared, acquisitions completed before January 1, 2004 were not restated. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances occur that may cause impairment losses to emerge. At the acquisition date, any Page 27

28 goodwill is allocated to each of the cash-generating units (CGUs) that are expected to benefit from the acquisition s effects. Any impairment loss is identified by considering each CGU s ability to generate cash flows able to recover the portion of goodwill allocated thereto, using the methods indicated earlier in the section on property, plant and equipment. If the CGU s recoverable amount is lower than the carrying amount attributed thereto, the related impairment loss is recognized. This impairment loss is not reversed if the reasons causing it cease to exist. OTHER INTANGIBLE ASSETS Other intangible assets are recognized at cost, calculated using the same approach detailed for property, plant and equipment. Other intangible assets with a finite useful life are recognized net of their related accumulated amortization and any impairment losses calculated in the same way as previously detailed for property, plant and equipment. Useful life is reviewed annually and any changes, when necessary, are applied prospectively. Gains or losses arising from disposal of an intangible asset are calculated as the difference between the asset s disposal value and carrying amount. They are recognized in profit or loss at the time of disposal. EQUITY-ACCOUNTED INVESTMENTS IN ASSOCIATES Associates are entities over whose financial and operating policy decision the group exercises significant influence, even without owning control. Significant influence is assumed to exist when the group exercises between 20% and 50% of another entity s voting rights (between 10% and 50% if the company is listed). Associates are measured using the equity method and are initially recognized at cost. Investments include goodwill identified at the time of acquisition, net of any cumulative impairment losses. The consolidated financial statements comprise the relevant share of the profits or losses of equity-accounted investees, net of the adjustments necessary to align accounting standards, from when the significant influence or joint control commence to when such influence or control ceases to exist. When the share of the relevant losses of an equityaccounted investee exceeds the relevant investment s carrying amount, the investment is fully impaired and the share of any further losses is not recognized, except when the group has taken on a legal or implicit obligation or has made payments on the investee s behalf. NON CURRENT AVAILABLE FOR SALE FINANCIAL ASSETS Available for sale financial assets (AFS financial assets) consist of investments in other companies. They are measured at fair value and any fair value gains or losses are recognized in equity. If the fair value loss is an impairment loss, this is recognized in the profit and loss. If the conditions leading to the recognition of the impairment loss cease to exist, the reversal of the impairment loss is recognized in equity. In the case of equity instruments listed on active markets, the fair value is identified as the stockexchange price at the reporting date. In the case of equity instruments in unlisted companies, the Page 28

29 fair value is identified as the value in use based on valuation techniques. These valuation techniques include comparison with values emerging in recent similar transactions and other valuation techniques based substantially on an analysis of the investee s ability to generate future cash flows, discounted to present value to reflect the time value of money and the specific risks of the business activity. Investments in equity instruments that do not have a price quoted on a regulated market, and whose fair value cannot be measured reliably, are measured at cost, reduced for any impairment losses. The choice between the above described methodologies is not discretional, because the methodologies shall be applied on an hierarchical order: it is attributed the highest priority to the effective market quotes available on active markets (effective market quotes level 1) or for assets and liabilities measured on the basis of valuation techniques using market parameters (comparable approaches level 2) and a lower priority to assets and liabilities whose fair value is calculated on the basis of valuation techniques that uses parameters non observable on the market and therefore judgmental (market model level 3). The group considers objective evidence of impairment of its equity instruments listed on active markets in relation to the nature of its investment portfolio featuring Italian small-mid caps the presence of a market price as at reporting date of at least 50% lower than the original purchase price or the prolonged presence, for over 18 months, of a market value below cost. In any case, the group analyses also those equity instruments falling within the above threshold where deemed appropriate recognizes impairment losses thereon. LOANS AND RECEIVABLES Receivables are initially recognised at fair value and subsequently measured at amortised cost, adjusted as appropriate for sums considered uncollectible. CURRENT FINANCIAL ASSETS AND AVAILABLE-FOR-SALE FINANCIAL ASSETS Current financial assets consist of securities that are short-term investments of cash. They are therefore classified as held for trading and measured at fair value thorough profit and loss. Purchases and sales of securities are recognised and derecognised on the settlement date. CASH AND CASH EQUIVALENTS Cash and cash equivalents comprise short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the purposes of the statement of cash flows, net cash and cash equivalents consist of cash and cash equivalents net of bank overdrafts at the reporting date. Page 29

30 TRADE AND FINANCIAL PAYABLES Trade payables are initially recognised at fair value and subsequently measured at amortised cost. In particular regarding the convertible bonds, based on the instructions of IAS 32, the parent company has recognised, separately the component which generates the financial liability (measured at the amortised cost) and has separated the implicit option granted to the owner of the instrument to convert a portion of the loan into an equity instrument. EMPLOYEE BENEFITS AND PERSONNEL EXPENSES The employee benefits payable on or at the end of the employment relationship through defined benefit plans are recognised over the vesting period. The liability related to defined benefit plans, net of any plan assets, is determined using actuarial assumptions and is recognised on an accruals basis in line with the services rendered to obtain the benefits; the valuation of the liability is made by independent actuaries. The company provides additional benefits to certain employees through a stock option plan. In accordance with IFRS 2 Share-based payment these plans are a component of the beneficiaries remuneration and provide the cash settlement modality as regulation. Therefore, the related cost is represented by the stock options fair value at the grant date and it is recognised in the profit and loss on a straight-line basis over the period between the grant date and the maturity, offsetting the corresponding liability at each reporting date. TREASURY SHARES Treasury shares, owned by the parent company, are recognised as a reduction in equity. The original cost of the treasury shares and any profit deriving from their subsequent sale are also recognised in equity. REVENUE Revenue is recognised to the extent that its fair value can be reliably determined and it is probable that the related economic benefits will be enjoyed. According to the type of transaction, revenue is recognised as follows: revenue from investment banking services is recognised based on the activities stage of completion. For practical reasons, when services are rendered via an indeterminate number of actions in a definite period of time, revenue is recognised on a straight-line basis over the definite period, unless it is evident that other methods provide better representation of such services stage of completion; success fees that accrue upon performance of a significant action are recognised as revenue when the significant action has been completed. If it is not possible to measure the fair value of revenue reliably, revenue is recognised to the extent of costs borne which are deemed to be recoverable. GAINS AND LOSSES FROM THE SALES OF INVESTMENTS AND SECURITIES Gains and losses arising from the sale of investments and securities are recognised on an accruals Page 30

31 basis, also transferring any fair value gains or losses previously recognised in equity to profit and loss. FINANCIAL INCOME AND EXPENSES Financial income and expense are recognised on an accruals basis according to interest accruing on the carrying amount of the related financial assets and liabilities using the effective interest method. DIVIDENDS Dividends are recognised when the shareholders right to receive their payment is established. Dividends received from equity-accounted investees are recognised as a reduction in the investment s carrying amount. INCOME TAXES Current income taxes for the year are calculated on the basis of the estimated taxable income and in compliance with current regulations. Deferred tax liabilities and assets are calculated on the temporary differences between the carrying amounts of assets and liabilities and the relevant tax bases. Deferred tax assets are recognised when their recovery is considered probable, i.e., when there are expected to be sufficient future tax profits to enable the realisation of these assets. The recoverability of deferred tax assets is reviewed at each reporting date. Deferred tax liabilities are always recognized in compliance with IAS 12. (3) Basis of presentation The choices made by the company as regards consolidated financial statements presentation are summarised as follows: Statement of financial position: according to IAS 1, assets and liabilities should be classified as current and non-current or, alternatively, according to order of liquidity. The group has opted for the current/non-current classification; Income statement and statement of comprehensive income: IAS 1 alternatively requires classification of captions based on either their nature or function. The group has decided to use the classification based on their nature; Statement of cash flows: according to IAS 7, the statement of cash flows presents cash flows for the year, allocating them to operating, investing and financing activities. (4) Segment reporting The company operates in the investment banking and merchant banking segments. The activities performed by senior management in these business areas, in terms of marketing initiatives, outward institutional initiatives and involvement in the various deals, are highly integrated. Furthermore, also as regards the execution activity, this has been organised with the purpose of adding flexibility to the use of on-call analysts when needed in advisory or equity activities. Due to this choice, it is impossible to provide separate operating and financial representation of Page 31

32 the different business segments. This is because splitting the cost of the work of senior management and analysts based on a series of estimates, linked in turn to parameters that may be surpassed by effective efficiency, would lead to significant distortion of business segments profitability, thus making such information meaningless. For this reason in this consolidated financial statements are given only details of revenue of the advisory segment, excluding other revenue. Euro December 31, 2013 December 31, 2012 Revenue from sales and services 4,262,593 4,711,760 (5) Costs for materials, services and other costs This caption includes: Euro December 31, 2013 December 31, Services 1,403,516 1,060, Use of third party assets 363, , Other costs 242, ,675 Total 2,008,898 1,636,081 (5) 1. Services Service costs related mainly to professional and legal advisory fees (467,955 Euro, of which 88,488 Euro for audit fees), costs related to advisory services finalized to the investment in Furn Invest and Ruffini Partecipazioni S.r.l. (220,131 Euro), general costs (221,311 Euro) services (167,422 Euro), fees of the Board of Statutory Auditors and Supervisory Body (for a total of 64,250 Euro), commercial expenses (95,034 Euro) and administrative costs (23,459 Euro). (5) 2. Use of third party assets The caption refers to sundry lease payments and rents. (5) 3. Other costs These costs relate mainly to non-deductible VAT (110,497 Euro), losses on receivables (20,000 Euro) and taxes relating to the year. (6) Personnel expense This caption consist of: Euro December 31, 2013 December 31, 2012 Salaries and wages 1,022, ,410 Social security charges 264, ,387 Stock options 2,630,355 64,860 Directors fees 6,010,834 2,944,262 Post-employment benefits 54,395 54,743 Total 9,983,244 4,142,661 Salaries and wages and Directors fees comprise both the fixed and variable portions accruing in the year. The Post-employment benefits are recognised on an actuarial basis, the income or loss are reported in the shareholders equity. Page 32

33 For details of the fees paid to members of corporate bodies, please refer to note (32). In order to encourage company management to attain the objective of creating value for the shareholders, a stock option plan approved by the Shareholders Meeting on April 29, 2011 is currently in place. The Board of Directors of TIP subsequently defined and regulated on August 4, 2011 the terms, conditions and procedures of execution of the plan. More specifically, it resolved: - (a) to adopt the regulations of TIP 2011/2014 Incentive Plan (the Plan ) addressed to the Company s Executive Directors (the Directors ) and employees who will be identified by the Board of Directors amongst those who hold important roles or serve important functions in TIP (the Employees ); - (b) to set the maximum number of Options (the Options ) to be awarded at no cost to Plan Beneficiaries (the Beneficiaries ) as 5,000,000, each of which confer the right to: (a) purchase one ordinary share of the Company (already in portfolio at the date of approval of the regulations of the Plan (the Regulations ) or subsequently purchased); or (b) subscribe one newly issued ordinary share of the Company; or (c) receive from the Company the payment of any capital gain, intended as the gross amount equal to the difference between the market value of TIP ordinary shares at the exercise date of the Option, and the strike price of the option, set at 1.50 Euro; - (c) to establish that: (a) Directors will be required to hold and not to sell, until the end of term of the office at the time of each exercise of Options, a stake not below 30% of the shares acquired during such term of office; (b) Employees will be required to hold and not to sell, for a period of 3 years from the date of exercise of Options, a stake not below 30% of the shares purchased; - (d) to establish that, in case of exercise of the options through payment of capital gains to the Beneficiaries, the Beneficiaries will have to reinvest in ordinary shares of the Company not less than 30% of the net amount received; shares deriving from such reinvestment will have to be held and may not be sold for the periods set by previous point (C); - (e) to provide that the Options, exercisable by the Beneficiaries in the period between January 1, 2014 and June 30, 2015, will forfeit in advance: (a) for Employees, in the event of termination of employment for reasons other than (i) voluntary dismissal of the Employee following request by the same for application of the pension scheme (ii) wrongful dismissal of the Employee; (b) for Directors, in the event of the contractual termination of Director s office for reasons other than (i) wrongful revocation of the Director (ii) expiration of the statutory period of appointment and non-renewal of the office or (iii) illness or impediment resulting in the inability and / or impossibility of the Beneficiary to perform continuously the office as director; Page 33

34 - (f) to provide that the Options will be exercisable also in advance if: (a) the Company s extraordinary Shareholders Meeting deliberates non-recurring transactions likely to lead to the extinction of the Company or rather the purchase by one or more parties of a portion of its shares such as to confer to such parties, even if jointly, the control of the Company in virtue of Article 93 of Legislative Decree no. 58 of February 24, 1998; (b) one or more parties notify, in conformity with and by effect of Article of Legislative Decree no. 58 of February 24, 1998, their intention to make on a voluntary basis, a public tender offer or public exchange offer for the Company s shares; (c) the term of office of the majority of the Company s Board of Directors acting at the date of approval of the regulations is terminated for any reason other than by voluntary dismissal or revocation of the office with cause; (d) the Company s Chairman and CEO and/or Vice Chairman and Managing Director in office at the date of approval of the Plan are wrongfully dismissed; (e) one or more parties connected to each other, purchase a stake of the Company s capital such as to confer to such parties, even if jointly, the control over the Company, in virtue of Article 93 of Legislative Decree no. 58 of February 24, 1998, or one or more parties, also connected to each other, which are not already shareholders with a relevant stake at the date of approval of the Regulations, purchase a stake which allows them to significantly affect the Company's shareholder structure or purchase a stake in Company s capital higher that of the single largest shareholder of TIP at June 30, 2011; - (g) to agree that the maximum number of 5,000,000 Options will be divided amongst Beneficiaries as follows: - total 4,950,000 options to Executive Directors and Employees; - maximum 50,000 options to other Beneficiaries to be identified afterwards amongst Employees who hold important roles or serve important functions in TIP. The Board of Directors on December 9, 2013 has decided to reallocate 925,000 options of the "Incentive Plan TIP " previously assigned to employees who terminated their employment in the company and for this reason their allocation has lapsed, and to allocate also the remaining 50,000 options that today have not been assigned yet, extending to December 31, 2015, the date their exercise. At December 31, 2013 all 5,000,000 options were allocated. In the 2013 consolidated financial statements in accordance with IFRS 2 options, granted and not exercised yet at the present date (no. 3,745,000), have been valued according to the cash settlement methodology; they have been measured at fair value recognized in the profit and loss as an increase in the personnel expense and directors fees offsetting liabilities with directors and employees. Changes in the fair value related to liabilities with directors and employees are reported in the profit and loss. The fair value of the options is determined using the applicable valuation method (in this case Black & Scholes ), taking into account the terms and conditions under which the options were granted. Regarding the option exercise by the employees with the cash settlement methodology before the current date, the related cost (equal to the gross capital gain) was recognized in the i profit and loss. Page 34

35 The stock options fair value and the actuarial assumptions used for the application of the model are as follows: TIP Share Price at 30 December Option strike price 1.5 First day for option exercise 1-Jan-14 Last day for option exercise 31-Dec-15 Historical Star Index average volatility (3 years) 15.52% Expected average dividend yield (with respect to share price) 2.50% Interest Rate Swap Euribor (June 2015) 0.54% Outstanding options (no.) 5,000,000 Outstanding options December 31, 2013 (no.) 3,745,000 Newly issued shares (no.) 1.00 No. option exercised at December 31, 2013 (cash settlement) 1,255,000 Shares issued at December 31, 2013 (no.) 136,047,488 Under these estimates the total cost to be included in the personnel expense for 2013 is equal to 2,630,255 Euro while the debt is equal to 2,736,155 Euro (Note 29). At December 31, 2012, the company s headcount was as follows: December 31, 2013 December 31, 2012 White-collars 8 8 Junior managers 2 3 Managers 2 2 Total The Chairman/Managing Director and the Vice Chairman/Managing Director are not employees of the company. Note also that the group usually has interns and that the subsidiaries have no employees. (7) Financial income/(expense) This caption includes: Euro December 31, 2013 December 31, Gains on investments 34,591,310 4,699, Gains on securities classified as current assets 2,813,501 2,106, Sundry income 1,835, ,161 Total financial income 39,240,474 7,497, Interest and other financial expense (2,137,079) (630,529) Total financial expense (2,137,079) (630,529) Net financial income 37,103,395 6,866,969 (7).1. Gains on investments Euro December 31, 2013 December 31, 2012 Gains on the sale of investments 1,350,979 2,955,921 Gains on the liquidation of investments 31,939,467 - Dividends 1,300,864 1,743,347 Total 34,591,310 4,699,268 Page 35

36 2013 gains refer to the sale of the following investments (Euro): Assist Consulting S.r.l.. 1,039,547 Valsoia S.p.A. 302,238 Zignago Vetro S.p.A. 9,194 Total 1,350,979 On December 31, 2013 the gains on the liquidation of investments are related to the acquisition by an important private investor from Qatar of the holding companies which control Printemps Group. In 2006, TIP had in fact acquired a minority stake in Borletti Group S.C.A. (hereafter "BG"), a company incorporated under Luxembourg law. BG is the special purpose vehicle through which TIP with other Italian and foreign investors acquired - through another corporate vehicle, Printemps Holding Lux SARL (hereafter "PHL") owned by BG at 30% and at 70% by a professional investor (RREEF) - all the shares of France Printemps S.A., a French company operating in the field of large-scale retail and management of shopping malls. In 2010 in the context of an overall restructuring of the investment also intended to acquire a portion of the loan originally granted by a third party bank in France Printemps (in this case Merrill Lynch - within an operation called "Debbie") BG has proposed - and has obtained - to interpose between the investors and BG itself an additional special purpose vehicle - Borletti Group Finance SCA, a company limited by shares incorporated under Luxembourg law (hereafter "BGF"). In the context of this transaction TIP has therefore transferred its position (shareholder loans and equity) originally held in BG, to BGF. In 2010, TIP has also increased its stake in BGF by acquiring additional shares from another shareholder and also by taking over a portion owned by this latter subject - related to both a shareholder loan (to BG) and a Profit Participating Facility Agreement (hereafter "PPFA") existing between the assignor and BG (financing related to the Debbie transaction). Here below is reported a brief outline of the group structure as a result of the operations in In the accounts of TIP on December 31, 2010 the operation was represented as follows: Page 36

37 Financial assets available for sale valued at fair value (participation in BGF) -acquisition cost Euro 101,924 -acquisition expenses Euro 590,184 -non interest-bearing shareholder loan Euro 7,469,826 Euro 8,161,934 Financial receivables Financial receivables from BG for PPFA (Debbie transaction) Euro 546,923 On June 13, 2013 has been signed by BGF an agreement (subject to certain suspending conditions) with a leading operator from Qatar ("Investor") interested in acquiring all the shares of BG (and indirectly Printemps) held by BGF. This agreement has then been performed (with the simultaneous communication by BGF to TIP, which in turn has informed the market) on July 31, In particular the acquirer, in addition to acquiring a 30% stake in BG, has granted a loan to the same BG in order to provide the company with necessary liquidity to both acquire 70% stake in PHL held by RREEF (to arrive at 100% of PHL) and for the closing of the PPFA existing towards TIP and other investors (related to the Debbie transaction), which will receive a greater sum than the one originally spent. On July 31, 2013 BGF sold to an investor all the BG shares that have been placed in liquidation. As a result of this transaction, BGF distributed to the shareholders the non interest-bearing loan, the credit for the PPFA (Debbie transaction) and, subsequently in several tranches, the amounts relating to the allocation of residual assets. In the accounts of TIP these operations were represented as follows: Reimbursement of the non interest-bearing shareholder loan On August 6, 2013 BGF transferred to TIP 7,468,200 Euro as reimbursement of the shareholder loan against a credit of 7,469,826 Euro and therefore was accounted a capital loss of 1,626 Euro classified as financial cost (see Note 15). Reimbursement of the PPFA financial receivable On August 6, 2013 were credited to TIP 1,722,077 Euro related to the financial loan acquired for 546,923 Euro. It has been therefore recognized a gain on the financial loan of 1,175,154 Euro (see Note 7-7.3). Allocation of residual assets On December 31, 2013 TIP also received, as allocation of the portion of BGF s residual assets related to its participation, the first 3 tranches respectively: - August 6, 2013 Euro 24,532,059 - September 3, December 11, 2013 Euro 5,925,926 Euro 1,481,481 Euro 31,939,467 On the basis of what reported above, on December 31, 2013 TIP realized a gain of 31,939,467 Euro. It was also pointed out by the liquidators that the remaining portion of the liquidation attributable to TIP should be up to a maximum of 990,000 Euro. The value of BGF accounted in the financial statements was therefore adjusted at the end of the year taking into account the Page 37

38 above information (see Note 15). At December 31, 2013 dividends were collected from the following investees (Euro): Assist Consulting S.r.l. 86,966 Amplifon S.p.A. 410,133 Bolzoni S.p.A. 100,067 Datalogic S.p.A. 560,090 Furn-Invest SA 37,878 Servizi Italia S.p.A. 64,211 Valsoia S.p.A. 41,519 Total 1,300,864 (7).2. Gains on securities classified as current assets Euro December 31, 2013 December 31, 2012 Gains on the sale of securities 410, ,220 Fair value gains on securities 872, ,531 Interest 1,531, ,318 Total 2,813,501 2,106,069 (7).3. Sundry Income Euro December 31, 2013 December 31, 2012 Bank interest 162,946 9,538 Interest on loans 188, ,274 Time deposit interest 231,893 0 Profit on ETF sale Interest on bond 76,799 0 Gain on the financial loan 1,175,154 0 Extraordinary gain on IRAP refund 0 205,521 Other Total 1,835, ,161 Regarding the gain on the financial loan of 1,175,154 Euro see Note 7.1 relating to the Printemps transaction. (7).4. Interest and other financial expense Euro December 31, 2013 December 31, 2012 Bank interest, commissions and expense 218, ,621 Interest on investments 0 18,996 Interest on bonds 1,713, ,842 Losses on the sale of investments 1,626 1,378 Losses on the sale of ETF 195,694 8,595 Surety commissions and charges Interest on post-employment benefits 6,821 8,310 Other financial expense ,168 Total 2,137, ,529 Interest on bonds refers to coupons paid to the underwriters of the partially convertible bond with a capital value equal to 40 Euro million. Page 38

39 (8) Share of profit (loss) of equity-accounted investees This caption includes: Euro December 31, 2013 December 31, Share of profits of associates Negative goodwill on incremental purchase of shares/quotas in associates 4,737, ,328, ,000 Total 4,737,838 4,339,448 (8).1. Share of profit (loss) of associates Euro December 31, 2013 December 31, 2012 Club3 S.r.l. 2,946, ,434 Data Holding 2007 S.r.l. (53,010) 5,749 Gruppo IPG Holding S.r.l. 1,844,000 1,908,000 Gatti & Co. Gmbh (3,145) (8,506) Palazzari & Turries Limited 3,155 59,771 Total 4.737,838 2,328,448 (9) Net impairment losses on available-for-sale financial assets Euro December 31, 2013 December 31, 2012 Impairment losses of available for sale financial assets (2,499,652) (87,443) Total (2,499,652) (87,443) With reference to the available for sale financial assets, consisting of non-controlling interests in listed companies, these are measured at fair value with fair value gains or losses recognized in equity. The fair value was identified as indicated in Note (14). If the fair value loss, with respect to the purchase cost, is due to impairment, an impairment loss is recognized in the profit and loss. For a detail of the adjustments please refer to Appendix 2 of this statement. As explained in the Notes to the financial statements TIP adopted, starting from 2008, a methodology aimed at evaluating the possible absence of an active market and to consider illiquid shares for which such an circumstance occurred. Monrif S.p.A., Noemalife S.p.A. and Valsoia S.p.A. shares as at June 30, 2013, under that methodology, were considered illiquid and therefore subject to a specific valuation aimed at determining the fair value. TIP, as a result of subsequent and further analyses, considered that the actual new element introduced by IFRS 13 was the provision included at paragraph B38 according to which in the cases in which it occurs a significant decrease in the volume or level of activity for the asset or liability in relation to normal market activity for the asset or liability, further analysis of the transactions or quoted prices is needed. Consequently the factors that are indicative of a significant reduction in the volumes of activity are not necessarily indicative of the fact that the market is not active anymore and therefore able to give useful information for the price determination. Hereafter are reported the effects of the reconsideration for valuation purposes of the application of IFRS 13 principle, as interpreted in the half yearly consolidated Financial Statements as of June 30, 2013 that was regularly subject to limited auditing, and consequently the valuation effects that Page 39

40 such reconsideration would have had on the basis of what foreseen by accounting principle IAS 8. The valuation as at June 30, 2013 would have involved compared to January 1, 2013 a negative change to the equity of fair value reserves and 1,950,629 Euro as impairment loss on available for sale financial asset in the profit and loss. As at December 31, 2013, impairment losses in the income statement are related to the investment in Monrif S.p.A. for 1,950,629 euro and in the investment in the not listed company Solgenia S.p.A for 545,437 euro. (10) Current and deferred taxes Income taxes recognised in the profit and loss are detailed as follows: Euro December 31, 2013 December 31, 2012 Current taxes 270, ,333 Deferred tax assets (478,338) (78,956) Deferred tax liabilities 65,917 57,363 Total (141,514) 849,740 The reconciliation between the theoretical and effective tax burden is shown in the following table: Amount Taxes % Amount Taxes % Reported profit before tax 31,697,384 10,100,303 Theoretical tax rate and burden 27.5% 8,716, % 2,777,583 Permanent differences minus Dividends (1,698,586) (467,111) (1%) (1,888,929) (519,455) (5)% Tax-exempt gains (*) (31,626,289) (8,697,229) (27%) (2,353,327) (647,165) (6)% Tax losses 1, % 0 0 Other permanent differences (304,475) (83,731) 0% (594,482) (163,482) (2)% (9,247,624) (1,330,102) Permanent differences plus 729,845 (200,707) 1% 797, ,192 (2)% Temporary differences Differences that will reverse in future years 617, ,779 1% (3,133,757) (861,783) (9)% Reversal of previous years differences (1,316,905) (362,149) (1%) (730,144) (200,790) (2)% (192,370) (1,062,573) IRES (corporate income tax) (1,900,021) 0 2,196, ,100 IRAP (regional business tax) 270,907 4,797, , , ,333 Variations in deferred tax assets/liabilities (412,421) (21,593) Total income taxes (141,514) 849,740 (*) The tax burden is mainly due to the application of PEX regime on capital gains on equity investments. In particular, the tax burden is reduced by the non-taxable capital gain related to the liquidation of Borletti Group. Deferred taxes recognised directly in equity The company recorded directly in equity an increase in deferred taxes of 875,168 Euro in 2013 in Page 40

41 relation to the value increase of available-for-sale financial assets. (11) Property, plant and equipment The following table details the variations occurring in this caption: Euro Land & buildings Plant & machinery Industrial & commercial equipment Other assets Total Opening balance at ,094 99,094 January 1, 2012 Increases ,613 9,613 Decreases Decrease in accumulated depreciation Depreciation (43,192) (43,192) Closing balance at ,515 65,515 December 31, 2012 Increases ,818 24,818 Decreases (2,856) (2,856) Decrease in accumulated depreciation Depreciation (30,867) (30,867) Closing balance at December 31, ,896 56,896 The increase in other assets refers to electronic machinery for 4,578 Euro, to furniture for 1,199 Euro, to telephone system for 18,170 Euro and to mobile phones for 871 Euro. The decreases relate to the disposal of a telephone system. (12) Goodwill and other intangible assets Goodwill of 9,806,574 Euro refers to the merger of the subsidiary Tamburi & Associati S.p.A. into TIP S.p.A. Under IAS 36, as an intangible asset with an indefinite life, goodwill should not be amortized but subject to impairment test at least annually ("impairment test"). The recoverable amount was estimated on the basis of the value in use, calculated on the basis of the following assumptions: forecast normalized perpetual cash flows of the advisory business; terminal value based on perpetual growth rate of 2%; discount rate corresponding to unlevered cost of equity (ke unlevered) of 9.50%; reaching the conclusion that the carrying amount of goodwill was fair and recoverable. The following table illustrates the variations in Other intangible assets : Page 41

42 Euro Patents and intellectual property rights Concessions, licenses and trademarks Opening balance at January 1, ,028 1,503 3,531 Increases Decreases Amortization (1,546) (556) (2,102) Closing balance at December 31, ,806 Increases Decreases Amortization (733) (206) (939) Closing balance at December 31, Total (13) Equity-accounted investments in associates Registered Share/quota No. of shares No. of shares / Investment Name office capital /quotas quotas owned % Clubtre S.p.A. Milan 120, ,000 42, Gruppo IPG Holding S.r.l Milan 142, , , Data Holding 2007 S.r.l. Rome 11,218,790 11,218,790 5,240, Palazzari & Turries Limited Hong Kong 300,000 (1) 300,000 90, Gatti & Co. Gmbh Germany 35,700 35,700 10, (1) In HKD Investments in associates refer to: - for 63,602,170 Euro to Clubtre. The company was established in order to acquire a relevant stake in the listed company Prysmian S.p.A. Under IFRS measurement, Clubtre s investment in Prysmian has been measured at fair value (market value as at December 31, 2013) and Clubtre s share of profit for the period has been reported using the equity method. The value of the investment increase by Euro 15,634,805 for the change in fair value of the stake in Prysmian. - for 18,758,980 Euro to the investment in Gruppo IPG Holding S.r.l. (a company that holds the relative majority stake of Interpump Group S.p.A. which is considered as an associate by virtue of the existing shareholder agreement); - for 5,029,240 to the associate company Data Holding 2007 S.r.l.. Regarding the almost completion of the turnaround phase (as better explained below) and consequently the change of vision by TIP regarding the investment in Data Holding 2007 S.r.l. (hereinafter DH ), which terminate the role of TIP as venture capital organization, the investment has taken the status of significant influence investment. The considerations that led to retain concluded the turnaround phase of Be are mainly the followings: (a) on May 21, 2013, for the first time, the management of Be disclosed to the market the medium-term plan forecasts; these forecasts appear to be very promising; Page 42

43 (b) on July 15, 2013 Be officially disclosed the exit from the grey list ; (c) on September 3, 2013 Be notified the full subscription of the last capital increase; (d) during 2013 Be, in addition to a good performance of its normal business, has gained important framework contracts with primary customers and this should lead to more stable results compared to the past; (e) during 2013, continued the process of internationalization of Be that has, and will have also in the future, a similar effect of what stated in point (d); (f) on December 27, 2013 Be has provided official communication about the reorganization of the activities ICT&Operations and ICT Professionals & Group Services. A result of this decision the investment in DH has been evaluated in the consolidated financial statements, as already done for other associates companies, according to the equity method. As required by IAS 8 the introduction of the new accounting principle has been applied on a retrospective basis therefore restating the values of the investee company as if the principle had been applied since the beginning, recording an investment value of 5 Euro million compared to 8.1 Euro million recognized at December 31, for 338,179 Euro to the 30% investment in Palazzari & Turries Limited, based in Hong Kong; - for 263,349 Euro to the 29.97% investment in Gatti & Co Gmbh, company acquired in March 2012 and based in Frankfurt. For details on changes in investments in associates recorded in the accounting period, please refer to Appendix 3. With regard to the associate Gruppo IPG Holding S.r.l. TIP provided non interest bearing shareholder loans. For a correct presentation of such operations and in homogeneity of what done as at December 31, 2012, the present value of such loans, calculated at December 31, 2013 (date of expiry) at TIP s borrowing rate, was reclassified to loans and receivables. The benefit granted to the associate consisting of the difference between the present value and nominal of the non interest bearing loans, was recognized as an adjustment to the carrying amount of the investment at December 31, (14) Non-current available-for-sale financial assets These financial assets refer to non-controlling interests in listed and unlisted companies. Euro December 31, 2013 December 31, 2012 Investments in listed companies 96,005,418 84,831,264 Investments in unlisted companies 218,259,517 18,841,569 Total 314,264, ,672,833 Changes in investments measured at fair value are detailed in Appendix 2. With regards to the measurement of investments in listed companies, please refer to Notes (9) and (23). With reference to the available-for-sale financial assets represented by non-controlling interests in listed companies, these are measured at fair value with fair value gains or losses recognised in Page 43

44 equity. The fair value of investments in companies listed in an active market was identified as their stock market value at the reporting date. If a decrease in their fair value over their cost constitutes an impairment loss, this is recognised in the profit and loss. Considering what has been already reported in Note 9, the valuation at June 30, in accordance with the changes introduced by IFRS 13 - would have implied, if compared to January 1, 2013, an overall negative change in equity of 6,411,912 Euro of which 4,461,283 Euro as negative variation in equity of the fair value reserve and 1,950,629 Euro as negative adjustment of available for sale asset accounted in the profit and loss. Considering the absence of fair value increases recorded at June 30, 2013 if compared to January 1, 2013, as the result of evaluation criteria adopted at the time, under equal economic effect, the approved negative variation in equity (if compared to June 30, 2013) is equal to 6,865,931 Euro. Regarding other investments, it is noted that concerning the liquidation process of BGF it has been specified that the remaining liquidation share of TIP should have a value up to a maximum of 990,000 Euro. The BGF value recorded in the balance sheet has been adjusted taking into account the liquidators indications. Regarding the investment in Dafe 4000 S.p.A., the fair value has been updated at December 31, The related increase was equal to 2,237,150 Euro. Concerning the investment in Furn-Invest, equal to 14,230,508 Euro, it is believed that there are no indicators for an impairment with respect to the acquisition value occurred, as already reported in management report, in April Regarding the variation of the investment in Ruffini Partecipazioni S.r.l., it has been considered: (i) the first registration of the cost effectively paid in cash on the closing date (80,000,000 Euro), the deferred price (subject to adjustment) discounted at the closing date (22,206,690 Euro), the conventional value attributed - since the initial registration - to the maximum value of Ruffini stake subject to retrocession by Clubsette (2% stake, evaluated in 20,596,800 Euro); (ii) the valuation at fair value as at of the investment equal to 12% (i.e. the initial investment minus the maximum retrocession percentage due according to the quota adjustment mechanism) in Ruffini Partecipazioni. The measurement methods for available-for-sale financial assets related to investments in listed and unlisted companies are detailed in the following table: Method Listed companies (% of total) Unlisted companies (% of total) Prices listed on active markets (Level1) 100.0% 0.0% Other valuation techniques (Level 3) 0.0% 93.0% Purchase cost 0,0% 7.0% Total 100.0% 100.0% Changes in Available-for-sale financial assets are detailed as follows: Page 44

45 Opening balance at January 1, 2013 Euro 103,672,833 Increases purchases Euro 141,411,055 Decreases sales (historical cost) Euro (7,670,413) Decreases sales (reversal of fair value) Euro (32,886,100) Increases fair value gains Euro 114,488,489 Decreases fair value losses Euro (2,251,277) Impairment losses recognised in profit and loss Euro (2,499,652) Closing balance at December 31, 2013 Euro 314,264,935 The changes are detailed as follows: Carrying Purchases amount at or January 1, incorporatio 2013 ns Sales Reversals of fair value Fair value gains Fair value losses Impairment losses recognised in profit and loss Carrying amount at December 31, 2013 Unlisted companies 18,841, ,383,785 (7,480,279) (32,797,634) 102,861,099 - (549,023) 218,259,517 Listed companies 84,831,264 4,027,270 (190,134) (88,466) 11,627,390 (2,251,277) (1,950,629) 96,005,418 Total 103,672, ,411,055 (7,670,413) (32,886,100) 114,488,489 (2,251,277) (2,499,652) 314,264,935 (15) Loans and receivables Euro December 31, 2013 December 31, 2012 Non-current loans and receivables 15,753,214 19,483,480 Current loans and receivables 0 37,400,000 Total 15,753,214 56,883,480 Non-current loans and receivables refer to: non interest bearing loans granted to the associate Gruppo IPG Holding S.r.l. of 12,003,852 Euro. The loans have been discounted to present value at the 3-month Euribor + a 0.50% spread and the difference between present value and nominal amount adjusted the investment s carrying amount; a loan granted to the associate Data Holding 2007 S.r.l. of 3,749,362 Euro, including accrued interest and interest accrued on a previous loan; Current loans and receivables refer to interest-bearing deposits. (16) Tax assets This caption is detailed as follows: Euro December 31, 2013 December 31, 2012 VAT 21,080 8,280 Ires 686,455 0 Irap 3,007 0 Revaluation of post employment benefits Other withholdings ,132 Total 711,581 20,417 Tax assets (due after 12 months) Tax credits IRAP claimed for reimbursement 13,736 13,736 IRAP claimed for reimbursement for years , ,521 Total (due after 12 months) 219, ,443 Page 45

46 (17) Deferred tax assets and liabilities The following table shows the breakdown of the caption at December 31, 2013 and at December 31, 2012: Euro Assets Liabilities Net 31/12/ /12/ /12/ /12/ /12/ /12/2013 Other intangible assets 73,073 39,007 73,073 39,007 Non-current available-for-sale financial assets 61,579 (1,063,812) (2,004,897) (1,063,812) (1,943,318) Profit for the year 21,007 20,276 (8,969) (8,969) 12,038 11,307 Elimination of intragroup profits 86,204 86,204 86,204 86,204 Other liabilities 323, , , ,245 Total 503, ,311 (1,072,781) (2,013,866) (568,810) (1,031,555) It is noted that deferred tax liabilities have been calculated taking into account, with particular regard to the investment in Ruffini Partecipazioni S.r.l., the participation exemption regime (PEX). This choice is due to contractual provisions that provide a lock-up period of six years. Changes in tax assets and liabilities are detailed as follows: December 31, Changes through Changes in equity December 31, Euro 2012 profit or loss 2013 Other intangible assets 73,073 (34,066) 39,007 Non-current available-for-sale financial assets (1,063,812) (4,338) (875,168) (1,943,318) Current financial assets Profit for the year 12,038 (731) 11,307 Elimination of intragroup profits 86,204 86,204 Other liabilities 323, , ,245 Total (568,810) 412,423 (875,168) (1,031,555) (18) Trade receivables Euro December 31, 2013 December 31, 2012 Receivables from customers (gross of allowance for impairment) 805,412 2,771,669 Allowance for impairment (121,231) (107,407) Total 684,181 2,664,262 Trade receivables due after 12 months 0 0 Total receivables due after 12 months 0 0 The trend in trade receivables is strictly linked to the different sales mix between service revenue for success fees and that for services. The allowance for impairment amounting to 121,231 Euro has increased by 33,824 Euro and has been used for uncollectable receivable for 20,000 Euro. (19) Current financial assets Euro December 31, 2013 December 31, 2012 Bonds and other debt securities Page 46

47 Current financial assets comprise bonds held for trading. The following table shows their breakdown at December 31, 2013 by maturity and interest rate. Bonds Euro Carrying amount at December 31, 2013 % of total bonds Fixed interest rate bonds: Maturing between 2016 and ,803, % Total bonds 32,803, % (20) Current available for sale financial assets Euro December 31, 2013 December 31, 2012 ETF 284,418 0 Total 284,418 0 Current available for sale financial assets refer to the ETF market value at December 31, (21) Cash and cash equivalents The caption shows the balance of bank deposits based on the nominal amount of bank current accounts. Euro December 31, 2013 December 31, 2012 Bank deposits 618, ,355 Cash and cash equivalents in hand 4,734 6,021 Total 622, ,376 The following table shows the breakdown of the company s net financial position at December 31, 2013, which is compared to the one of the previous year. Euro December 31, 2013 December 31, 2012 A Cash and cash equivalents 622, ,376 Current financial assets 32,803,312 3,753,801 Available for sale financial assets 284,418 0 B Total current financial assets 33,087,730 3,753,801 Interest bearing temporary deposits 0 37,400,000 C Current Loans and receivables 0 37,400,000 D Total cash and cash equivalent (A+B+C) 33,710,573 42,082,177 Bond (39,917,695) (39,904,610) TXR Srl non interest-bearing shareholders loan (7,056,000) 0 Debt towards Ruffini Partecipazioni S.r.l. for deferred payment (22,206,690) 0 E Financial liabilities (69,180,385) (39,904,610) F Current financial liabilities (3,379,743) (293,777) G Net financial position (indebtedness) (D+E+F) (38,849,555) 1,883,790 Current financial assets refer to financial assets held for trading. Page 47

48 Current financial liabilities mainly refer to a loan granted by Banco di Desio e della Brianza and a to a loan granted by Banca Euromobiliare. (22) Share capital TIP s share capital consists of the following:: Shares Number Nominal amount in Euro Ordinary shares 136,047, Total 136,047, During the first semester of 2013, the third 2010/2015 TIP S.p.A warrant exercise period ended. 725 warrants were exercised and consequently 725 newly issued ordinary TIP shares were subscribed (ratio of 1 ordinary TIP share for every warrant exercised) at a price of 1.80 Euro each, listed on the Italian stock market, at a nominal value of 0.52 each, having regular jouissance and the same characteristics as TIP s ordinary shares outstanding at the date of issuance, for an overall value of 1,305 Euro. Following this transaction, TIP s share capital is now equal to 70,744,693.76, represented by 136,047,488 ordinary shares with a nominal value of 0.52 Euro each. Treasury shares held by TIP at 31 December 2013 amounted to 6,837,362 equal to 5.026% of the share capital. Treasury shares held as at No. of shares Treasury shares held as at January 1, 2013 repurchased in 2013 December 31, ,791,532 4,045,830 6,837,362 The statutory and tax nature of the company s equity items is analysed hereunder. Nature/ Description Amount Possibility of use Available portion Effective utilization in the previous 3 years to cover losses Effective utilization in the previous 3 years for other reasons Share capital 70,744,694 Legal reserve 14,148,863 B 14,148,863 Share premium reserve 84,505,286 A,B,C 84,505,286 5,341,429 Reserve for AFS assets 86,432,785 Other reserves 5,635,271 Negative goodwill 5,060,152 A,B,C 5,060,152 Retained earnings 2,831,945 A,B,C 1,090,818 IFRS reserve for bargain purchases (483,655) Reserve for repurchase of treasury shares (10,692,526) Profit for the year 31,939,044 Total 290,121, ,805,119 5,341,429 Non-distributable portion (*) 86,246,337 A: for capital increases; B: for coverage of losses; C: for distributions to shareholders *It refers to: - the amount of the share premium reserve (84,505,286 Euro) that can not be distributed as dividend until it reaches the limit defined by art of the Italian Civil Code for the legal reserve (14,148,939 Euro); Page 48

49 - the amount of the retained earnings (1,741,051 Euro) deriving from the increase in the value of investments measured using the equity method; Additional complementary information on equity at December 31, 2013 is given hereunder. Share capital Paid-up and subscribed share capital amounts to 70,744,694 Euro and consists of 136,047,488 ordinary shares with a nominal amount of 0.52 each. Legal reserve Legal reserve amounts to 14,148,863 Euro and is increased compared to December 31, 2012 following the transfer from the share premium reserve for 12,483,119 Euro needed to reach the limit defined by the art of the Italian Civil Code, for the legal reserve. Following the conversion of 725 warrant in TIP in ordinary share, 76 Euro miss to achieve the limit. Share premium reserve The share premium reserve amounts to 84,505,286 Euro. From the share premium reserved were transferred 4,282,500 Euro to available for sale financial assets reserve measured with the equity accounted method and 12,483,119 Euro to the legal reserve. The share premium reserve has increased by 928 Euro following the conversion of 725 warrants. Reserve from available for sale financial asset valuation The reserve is positive and amounts to 86,432,785 Euro. It is an unavailable reserve because it refers to the fair value gains/losses on the purchase cost of investments. Other reserves They amount to 5,635,271 Euro and comprised 5,723,190 Euro of the share premium reserve of investments measured with the equity method, 19,905 Euro of the employee benefits reserve, 104,434 Euro of the reserve relating to the option connected with the convertible bonds and (212,258) Euro of losses related to investment valuated with the equity method. During 2012, TIP resolved to issue partially convertible bonds ( PCB ) into ordinary shares of 40,000,000 Euro. The conversion rate is equal to 20% of the nominal value. In 2012, the PCB was entirely placed. As the PCB is a structured financial instrument, TIP has measured separately the two financial liability and equity components on the basis of indications provided by IAS 32. At December 31, 2013 the liability component was equal 39,918,604 Euro. The Equity component is equal to the difference between the present value of the cash flows at issuance and the liquidity deriving from the subscription of the convertible component of the PCB. The value of the equity component is equal to 104,434 Euro and will not change until the PCB maturity date. Negative goodwill This caption amounts to 5,060,152 Euro. It derives from the merger of SeconTip S.p.A. into TIP Page 49

50 occurred on January 1, Retained earnings Retained earnings amount to 2,831,945 Euro and are increased compared to December 31, 2012 following the allocation of 2012 earnings for 3,880,446 Euro while decreased of 2,796,241 Euro due to the revaluation of the investment in Data Holding 2007 S.r.l. Part of the profit is referred to the effects arising from the measurement of investments using the equity method of 1,741,051 Euro. IFRS business combination reserve This reserve is negative and amounts to 483,655 Euro, unchanged from December 31, Reserve for repurchase of treasury shares The reserve is negative and amounts to 10,692,526 Euro. It is a unavailable reserve. (23) Reserve Details about changes in the valuation reserve for non current available for sale financial asset, which represents the total amount of income and expenses directly recognized in equity is shown in the following table: Carrying amount at Fair value Reversals of Fair value Carrying amount Euro gains fair value losses at Investments 25,432,805 97,820,164 (32,886,100) ( ) Tax effect: deferred tax assets and liabilities (947,808) (430,999) (1,378,807) Total Reserves 24,484,997 61,947,788 86,432,785 The table highlights the changes in the implied capital gain of the investments in the period between January 1, 2013 and December 31, 2013, net of the potential deferred tax burden determined at the date in which the set off is recognized to net equity as available for sale financial assets reserve. The change during the year equal to 61,947,788 includes 97,820,164 Euro increase in fair value, (32,886,100 Euro) fair value reversal which represents the sum of reserves built up with the sale in the course of the year 2013 of investments classified as available for sale financial assets, and (2,555,277 Euro) decreases in fair value, net of the overall fiscal effect equal to Euros. The fair value reserve includes the reserve of the subsidiary Clubsette S.r.l. for 35,212,537 for the investment attributable to the parent company TIP, net of tax effects. The fair value gains include the adjustment of 297,892 Euro of the value of the investment in Borletti Group Finance SCA and the adjustment of 15,634,805 of the value of the investment in Prysmian S.p.A. held by Clubtre S.p.A., TIP s associate company. The fair value losses include the adjustment of 304,000 of the value of the associate company Gruppo IPG Holding S.r.l., referred to equity components. For the movements and the detail of other equity components refer to the specific table: Page 50

51 Equity 2013 result Income and expenses Other Third party Equity at January 1, 2013 recognized in equity changes Equity at December 31, 2013 Parent company equity from separate financial statements 201,092,037 27,899,373 11,628,329 (12,061,369) 228,558,370 Associates' share of profit valuated with the equity method (3,878,017) 4,212,838 (109,536) 225,285 Subsidiaries' share of profit (268,975) (268,975) Minority interest 100,146 69,915,451 70,015,597 Income and expenses recognized in equity 11,356,975 50,750,458 62,107,433 Other changes 20,892 20,892 Tax effect (185,955) (4,338) (430,999) (621,292) Net equity attributable to the parent company's shareholders from consolidate financial statements 208,385,040 31,939,044 61,947,788 (12,150,013) 69,915, ,037,310 The main differences between the separate balance sheet of the parent company and the consolidated balance sheet are the following: - Changes in fair value related to investments in available for sale financial assets held through associates / subsidiaries for 62,1 Euro million; - Recognition of the results of the associates related to prior years for 0.2 Euro million, including: the negative effect of the valuation of DH for 3.0 Euro million, the recognition of the results of investments accounted with the equity method in 2012 for 4.3 Euro million, net of dividends received by the associate company Clubtre in the same year for 0.2 Euro million; - Recognition of TIP s competence results, relating to prior years, of the associates companies for 0.2 Euro million including: the negative effect of the valuation of DH for 3.0 Euro million, the recognition of the results of investments accounted with the equity method in 2012 for 4.3 Euro million, net of dividends received by the associate company Clubtre in the same year for 0,2 Euro million, the recognition of the results of investments accounted with the equity method in 2013 for 4.7 Euro million, net of dividends received by the associate company Clubtre in 2013 for 0.5 Euro million and the negative effect of 5.1 Euro million related to writedowns / revaluations done in previous years and mainly related to the associates companies IPGH and Clubtre; - profit (loss) of the subsidiaries (0.3 Euro million); - minority interest (70.0 Euro million); - Fiscal effect (0.6 Euro million). (24) Profit for the year Basic earnings per share At December 31, 2013, basic earnings per share amounted to 0.23 Euro. The balance of this caption has been calculated based on the profit for the year equal to 31,939,044 Euro divided by the number of ordinary shares outstanding at December 31, 2013 (129,210,126), calculated taking into account both treasury shares owned at the same date and new shares (6,714,552) related to the warrant exercise occurred in February Diluted earnings per share At December 31, 2013, diluted earnings per share amounted to 0.22 Euro. This amount Page 51

52 represents the profit for the year (31,939,044 Euro) divided by the number of ordinary shares outstanding at December 31, 2013 (129,210,126) calculated taking into account treasury shares owned at the same date, increased by the number of new shares that the company may issue under the stock option plan (5,000,000 shares, see Note 6), as well as and newly issued shares (6,714,552) related to both the warrant exercise occurred in February 2014 and the warrant which has not been exercised yet (5,102,273). (25) Post-employment benefits At December 31, 2013, the balance of this caption refers to the post-employment benefits payable to all employees at the end of the employment relationship. The liability is based on actuarial valuations. Post-employment benefits euro December 31, 2013 December 31, 2012 Opening balance 163, ,579 Increase 54,395 54,813 Transfers to pension funds (21,542) (22,105) Utilization (33,565) (46,973) Total 162, ,314 (26) Financial liabilities Financial liabilities equal to 89,777,185 refer to (i) the issuance of a bond, partially convertible in Tamburi Investment Partners S.p.A. ordinary shares (39,917,695 Euro) for details regarding the issuance, please see Note (24) other reserve and (ii) to the non interest bearing shareholders loan towards TXR S.r.l. (7,056,000 Euro) and to (iii) the financial liabilities towards Ruffini Partecipazioni S.r.l. (22,206,690 Euro) related to deferred payment of a part of the price (subject to adjustment), as well as the conventional value attributable to the maximum stake of Ruffini Partecipazini subject to retrocession by Clubsette (2%, evaluated in 20,596,800). (27) Current financial liabilities This caption amounting to 3,379,743 Euro consists of a loan granted by Banca Euromobiliare (2,214,743 Euro) and financial liabilities towards Banco Desio e della Brianza (1,165,000 Euro). (28) Tax liabilities The caption is detailed in the following table: Euro December 31, 2013 December 31, 2012 IRES (corporate income tax) 0 309,399 IRAP (regional business tax) 0 81,235 VAT 103,162 0 Withholdings 99,105 79,004 Other 0 32,427 Total 202, ,065 (29) Other liabilities This caption mainly consists of amounts payable to directors and employees. Euro December 31, 2013 December 31, 2012 Amounts payable to directors and employees 8,148,269 2,361,173 Amounts payable to social security institutions 61,364 60,588 Other 250, ,257 Total 8,459,863 2,671,018 Page 52

53 (30) Financial instruments Financial risk management Considering the nature of its business, the company is exposed to various types of financial risks and, in particular, to market price risk in terms of changes in the fair value of its investments and, marginally, to interest rate risk. The financial risk management policies adopted by the company are detailed below: Interest rate risk The company is exposed to interest rate risks as regards its current financial assets consisting of bonds held for trading. Price risk Considering the nature of its business, the company is exposed to market price risk in terms of changes in the fair value of its investments. With reference to investments in listed companies, there is no instrument for an efficient hedging of a portfolio with characteristics such as that held by the company (small-mid caps with certain characteristics). With reference to unlisted companies, the risks associated with: (a) measurement of such investments, given (i) the absence in such companies of control systems similar to those required for companies with listed securities, with the consequent lack of an information flow at least equal to that available for the latter in terms of quantity and quality and (ii) the difficulty of performing independent checks in such companies and, therefore, of assessing the thoroughness and accuracy of the information they provide; (b) the possibility of influencing the management of such investees and aiding their growth, which is the prerequisite for investment, based on the company s relations with the management team and shareholders, and therefore subject to the verification and development of such relations; (c) the monetization of such investments, which are not traded in a regulated market, have not been hedged via specific derivatives since such instruments do not exist. The company seeks to minimize the risk albeit in a merchant banking activity, which is therefore risky by definition via careful analysis of the company and its sector of reference at the time of entry into its capital, plus attentive monitoring of the development of investee s business also after entry into their capital. Credit risk The company s exposure to credit risk depends on the specific characteristics of each customer as well as on the type of activity performed. Before accepting an engagement, thorough analyses are performed of the customer s credit worthiness drawing on the wealth of knowledge and contacts enjoyed by the company. In the case of advisory activity concerning restructuring transactions, the credit risk is higher. Page 53

54 Liquidity risk The company s approach to liquidity management is to ensure that, as far as possible, there are always sufficient funds to honor its obligations on due date. Historically, because of the nature of its business, the company has never resorted to debt. In 2013 the company used a credit line opened with Banco di Desio S.p.A. and Banca Euromobiliare S.p.A. for temporary cash requirements. At December 31, 2013 the credit line granted by Banco di Desio amounted to 20 Euro million, while the one granted by Banca Euromobiliare amounted to 10 Euro million; both the credit lines are unsecured. Capital management The Board of Directors policies for capital management envisage maintenance of a high level of equity in order to maintain a trust-based relationship with investors, thus permitting business growth. The parent company repurchases its own shares on the market with timing that depends on market prices and in compliance with the relevant regulations. (31) Investments in the company held by members of the Board of Directors, Supervisory Body and CEOs The following tables show the financial instruments of TIP directly or indirectly, including via trustees, held by members of the Board of Directors and of the Board of Statutory Auditors at the reporting date (as reported by them). The table also shows the financial instruments purchased, sold and effectively owned by the above parties during Name and Surname Position Board of Directors No. shares held as of December 31, 2012 No. shares purchased in 2013 No. of shares attributed from exercise of warrant in 2013 No. shares sold in 2013 No. shares held as of December 31, 2013 Giovanni Tamburi (1) Chairman and Managing Director 8,544, ,601 8,876,865 Vice Chairman Alessandra Gritti (2) and Managing 1,558,395 1,513,395 Director Cesare d Amico (3) Vice Chairman 14,125, , ,000 14,575,000 Claudio Berretti Executive Director and General Manager 356, , ,849 Paolo d'amico (4) Director 14,125,000 14,125,000 Alberto Capponi Director 0 0 Giuseppe Ferrero Director 4,517, ,707 4,818,519 Manuela Mezzetti Director 0 0 Bruno Sollazzo Director 0 0 Page 54

55 Name and Surname Position No. warrants held as of December 31, 2012 No. warrants purchased in 2013 No. warrants sold in 2013 No. warrants exercised in 2013 No. warrants held as of December 31, 2013 Giovanni Tamburi (1) Chairman and Managing Director 159, ,805 Vice Chairman Alessandra Gritti (2) and Managing 150, ,047 Director Cesare d Amico (3) Vice Chairman 500, ,624 Claudio Berretti Executive Director and General Manager 7,015 7,015 Paolo d'amico (4) Director 500, ,000 Alberto Capponi Director 0 0 Giuseppe Ferrero Director 440, ,976 Manuela Mezzetti Director 0 0 Bruno Sollazzo Director 0 0 (1) Giovanni Tamburi holds TIP shares and TIP warrants partly directly and partly indirectly through Lippiuno S.r.l., company of which he owns a 85.75% stake. (2) Alessandra Gritti during December 2013 donated 45,000 TIP shares to a relative. (3) Cesare d Amico holds TIP shares and TIP warrants through D Amico Società di Navigazione S,p.A., company in which he holds a 50% stake (directly and indirectly). The purchases of TIP shares made during the first semester 2013 have been carried out by Cesare d Amico family members. (4) Paolo d Amico holds TIP shares and TIP warrants through D Amico Società di Navigazione S,p.A., company in which he holds a 50% stake (directly and indirectly). Statutory Auditors Name and Surname Position No. of shares No. shares No. shares No. attributed from held held as of shares No. shares exercise of as of December purchased sold in 2013 warrant TIP in December 31, 2012 in , 2013 Giorgio Rocco Chairman 1,200,000 1,200,000 Enrico Cervellera Standing statutory auditor 0 0 Silvia Chiavacci Standing statutory auditor 0 0 Emanuele Cottino Substitute statutory auditor 0 0 Andrea Mariani Substitute statutory auditor 0 0 Page 55

56 Name and Surname Position No. No. No. No. of warrants warrants warrants No. warrants attributed from held held as of warrants purchased exercise of as of December sold in 2013 in 2013 warrant in 2013 December 31, , 2013 Giorgio Rocco Chairman 0 0 Enrico Cervellera Standing statutory auditor 0 0 Silvia Chiavacci Standing statutory auditor 0 0 Emanuele Cottino Substitute statutory auditor 0 0 Andrea Mariani Substitute statutory auditor 0 0 (32) Corporate bodies fees (for any reason and in any form) The following table shows the fees, expressed in Euro, paid to members of corporate bodies during The following tables and related notes show the fees expressed in Euro, for 2013, to be paid to the members of corporate bodies. Position in TIP Fee 31/12/2013 Directors 6,210,834 Statutory Auditors 64,250 Fees of the Supervisory Body amount to 3,000 Euro. In addition, TIP has signed two insurance policies with Chubb Insurance Company of Europe S.A., a D&O (Directors & Officers Liability) policy for directors and statutory auditors of both TIP and its subsidiaries, as well as in investees in which TIP has positions in corporate bodies, as well as for the General Manager, to cover any damage caused to third parties by the insured parties in the exercise of their functions. (33) Related party transactions The following table shows the data relative to transactions with related parties carried out in the year specifying the amount, the type and the counterparties: Balance at December 31, 2013 Balance at December 31, 2012 Party Type Clubtre S.p.A. Revenue 50,687 50,000 Clubtre S.p.A. Trade receivables 50,687 50,000 Services provided to companies in which the Directors have an investment Revenue from services 90, ,944 Services provided to companies referable to Directors Trade receivables 54, ,650 Loans and receivables towards companies referable Loans and receivables to Directors 5,020,413 0 Data Holding 2007 S.r.l. Financial expense 3,749,362 3,640,928 Data Holding 2007 S.r.l. Financial expense 108, ,396 Page 56

57 Gatti&Co Gmbh Trade payables 14,460 50,325 Gruppo IPG Holding S.r.l. Loans and receivables 12,003,852 12,970,842 Gruppo IPGH Holding S.r.l. Revenue 55,000 55,000 Gruppo IPGH Holding S.r.l. Trade receivables 30,000 25,000 Palazzari & Turries Ltd Revenue 0 19,600 Palazzari & Turries Ltd Trade receivables 0 10,000 Palazzari & Turries S.r.l. Revenue 13,515 9,600 Palazzari & Turries S.r.l. Trade receivables 3,915 2,400 Borletti Group Loans and receivables 0 546,923 Lippiuno S.r.l. Costs (services provided) 2,784,621 1,434,717 Lippiuno S.r.l. Trade payables 2,317,621 1,000,717 Lippiuno S.r.l. Revenue (from services provided) 1,000 1,000 Lippiuno S.r.l. Trade receivables 1,000 1,000 Giovanni Tamburi Revenue (from services provided) 4, Giovanni Tamburi Trade receivables 4, Alessandra Gritti Revenue (from services provided) Alessandra Gritti Trade receivables Claudio Berretti Revenue (from services provided) Claudio Berretti Trade receivables The services to all the above listed parties were provided at market terms and conditions. (34) Corporate Governance For its corporate governance, TIP adopts, as its model of reference, the rules of the Italian Corporate Governance Code in the new version promoted by Borsa Italiana S.p.A. The report on Corporate Governance and Ownership Structure referred to the year is approved by the Board of Directors and published annually on TIP s website in the Corporate Governance section. On behalf of the Board of Directors The Chairman Giovanni Tamburi Milan, March 4, 2014 Page 57

58 APPENDICES Page 58

59 Statement of the manager in charge of financial reporting pursuant to Article 81-ter of CONSOB Regulation no of May 14, 1999 as subsequently amended and supplemented. 1. The undersigned, Alessandra Gritti, in her capacity as Managing Director, and Claudio Berretti, in his capacity as Manager in charge of financial reporting of Tamburi Investment Partners S.p.A., confirm, also taking into account the requirements of Article 154-bis, paragraph 3 and 4 of Italian Legislative Decree no. 58 of 24 February 1998: the appropriateness in relation to the company s characteristics and the effective application in the year to which the financial statements refer, of the administrative and accounting procedures adopted in the preparation of the financial statements as at and for the year ended December 31, No significant aspects emerged in this respect. 2. They also state that: a) the financial statements at December 31, 2013 are consistent with accounting records and entries; b) the financial statements at December 31, 2013 were drawn up in compliance with the International Financial Reporting Standards (IFRS) and relative interpretations published by the International Accounting Standards Board (IASB) and endorsed by the European Commission through regulation no. 1725/2003 and subsequent amendments, in conformity with regulation no. 1606/2002 of the European Parliament and, to the best of their knowledge, are appropriate for the purpose of providing a true and fair view of the financial position, results of operations and cash flows of Tamburi Investment Partners S.p.A.; c) the directors report includes a reliable analysis of the significant events that occurred during the year and their effects on the financial statements, jointly with a description of the main risks and uncertainties. The directors report also includes a reliable analysis of the information about significant related party transactions. The Managing Director Manager in charge of financial reporting Milan, March 4, 2014 Page 59

60 Appendix 1 - List of investments Company name Registered office Share/Quota Number of Equity Profit (loss) No. of Investment Share of Carrying capital outstanding shares/quotas (Euro amount) for the year shares / quotas owned % equity amount Subsidiaries Clubtre S.p.A. (1) Data Holding 2007 S.r.l. (2) Gatti & Co. GmbH (2) Gruppo IPG Holding S.r.l. Palazzari & Turries Limited (3) Milan via Pontaccio 10 Euro 120, , ,888,726 3,922,116 42, ,611,054 63,602,170 Rome via della Nocetta 109 Euro 11,218,790 11,218,790 19,639,313 (222,953) 5,240, ,173,966 5,029,240 Frankfurt am Main Bockenheimer Landstr Euro 35,700 35, ,524 (28,353) 10, , ,349 Milan via Appiani 12 Euro 142, ,438 95,339,155 3,436,711 27, ,334,482 18,758,980 Hong Kong 88 Queen's Road Euro 300, , ,718 71,519 90, , ,179 Other companies Borletti Group Finance S.C.A. (4) Dafe 4000 S.p.A. (5) Furn-Invest S.a.S. (6) Ruffini Partecipazioni S.r.l. (7) Lussemburgo Bvd. Grande-Duch. Charlotte Euro 31,000 31,000 (61,125) (52,270) 1, (3,786) 990,000 Milan Piazza Eleonora Duse, 2 Euro 5,330,000 5,330,000 49,981,546 (19,643) 956, ,966,717 11,263,329 Paris Rue de Lyon, 18 Euro 49,376,078 98,752, ,800,435 1,970,289 18,939, ,934,966 14,230,508 Milan Via Santa Tecla, 3 Euro 10,000 10, ,842,132 4,770,138 1, ,657, ,810,080 Other non-listed companies Euro 965,600 (1) It should be noted that on has taken place the registration in the commercial register of the transformation of Club3 Srl in company limited by shares with consequent increase in the share capital to 120,000 Euro. On TIP continues to hold 35% of the share capital. Values of equity and profit data are updated (prior to transformation into company limited by shares). (2) Equity and profit data updated to 31/12/12 (data at 31/12/13 not available at the time of preparation of these 2012 financial statements). (3)Share Capital in Hong Kong dollars. Values of equity and profit data updated to (data at 31/12/13 not available at the time of preparation of these 2012 financial statements). It should be noted that the amount of equity was converted at a rate HKD / EUR equal to 10,226 (relative to ) while data of net profits are translated at the average exchange rate for 2012 of 9, (4) On , the share capital of Borletti Group Finance SCA consists of 12,960 Class A shares and 18,040 Class B shares with a nominal value of TIP owns 14.81% of the Class A shares reserved to financial investors. The management of Borletti owns 100% of class B shares. Values of equity and profit data updated to (data at 31/12/13 not available at the time of preparation of these 2012 financial statements). The company is currently in liquidation. (5) On the capital of Dafe 4000 SpA consists of n. 4,339,668 shares of Category 1, n shares of class 2 and no shares of Category 3. The shares held by TIP are all shares of Category 2. The share capital of Intercos S.p.A. in turn consists of no. 5,330,000 shares of Class A, n Class B shares and no. 5,330,000 shares of Class D Dafe 4000 holds all the shares of Class D. Equity and profit data updated to 31/12/12 (6) The Company is the holding that controls Roche Bobois Groupe. Values of equity and profit data updated to The investment in Furn Invest is carried out by means of TXR Srl of which TIP owns 51% stake. (7) Data referring to Investment in Ruffini Partecipazioni is carried out by means of Clubsette Srl of which TIP owns 52.5% of the capital. Page 60

61 Company name Registered office Share/Quota Number of Equity Profit (loss) No. of Investment Share of Carrying Listed companies capital outstanding shares/quotas (Euro amount) for the year shares / quotas owned % equity amount Amplifon S.p.A. (2) Bolzoni S.p.A. (2) Datalogic S.p.A. (2) M&C S.p.A. (2) Monrif S.p.A. (2) Noemalife S.p.A. (2) Servizi Italia S.p.A. (2) Valsoia S.p.A. (2) Milano via Ripamonti, 133 Euro 4,482, ,100, ,652,228 17,277,022 9,538, ,625,925 38,514,589 Casoni di Podenzano (PC) via 1 maggio, 103 Euro 6,498,479 25,993,915 40,369,291 1,672,669 2,054, ,189,944 5,895,023 Lippo di Calderara (BO) via Candini 2 Euro 30,392,175 58,446, ,725,000 6,128,000 3,733, ,248,617 30,916,982 Torino Via Valeggio 41 Euro 80,000, ,159,596 85,991,990 (1,801,973) 16,450, ,983,392 2,622,196 Bologna via Mattei 106 Euro 78,000, ,000,000 90,491,359 (9,137,631) 13,770, ,307,654 6,059,199 Bologna via Gobetti 52 Euro 3,974,500 7,643,270 20,569,778 (1,907,707) 1,248, ,360,011 4,482,133 Castellina di Soragna (PR) via S. Pietro 59b Euro 27,406,805 27,406, ,642,324 9,220, , ,867,942 1,966,917 Bologna via Ilio Barontini, 16/5 Euro 3,450,409 10,455,784 27,009,000 4,490, , ,965 2,052,240 Other listed companies Euro 3,496,138 (2) Equity and profit data updated to 31/12/12 (data at 31/12/13 not available at the time of preparation of these 2012 financial statements). Page 61

62 Appendix 2 - Changes in financial assets available for sale (at fair value) Balance at increases decreases Euro Number of Cost Fair value Increase Impairment Carrying amount Purchases / Reclassifications fair value decreases fair value reversal Impairment Carrying amount shares gains (losses) (decrease) losses of fair value incorporation gains losses fair value losses Non-listed companies Borletti Group Finance SCA 1,920 8,026,934 90,000 8,116,934 45,000 32,237,359 (7,469,826) (31,939,467) 990,000 Dafe 4000 S.p.A. 956,205 9,026,179 9,026,179 2,237,150 11,263,329 Furn-Invest S.a.S. 18,939,273 14,230,508 14,230,508 Ruffini Partecipazioni S.r.l. 1, ,803,490 68,006, ,810,080 Other equity instruments and unlisted companies (1) 1,201, ,292 82,800 (152,496) 1,698, , ,000 (10,453) (858,167) (549,023) 965,600 Total non-listed companies 18,254, , ,800 (152,496) 18,841, ,383, ,861,099 (7,480,279) 0 (32,797,634) (549,023) 218,259,517 Listed companies Amplifon S.p.A. 9,538,036 34,383, , ,880 35,805,787 2,708,802 38,514,589 Bolzoni S.p.A 2,054,015 5,060,046 1,223, ,101 (1,450,895) 5,051, , ,485 5,895,023 Datalogic S.p.A 3,733,935 18,491,558 6,823,766 (652,683) 24,662,641 6,254,341 30,916,982 M&C S.p.A. 16,450,417 2,470, ,190 2,747,220 (125,024) 2,622,196 Monrif S.p.A 13,770,907 11,018,680 2,139, ,944 (5,945,283) 7,379, , ,621 (1,950,629) 6,059,199 Noemalife S.p.A 1,248,505 1,798,254 1,339,916 1,272,314 4,410,484 2,195,402 (2,123,753) 4,482,133 Servizi Italia S.p.A. 493,952 2,251,841 61, ,008 (1,241,564) 1,594, ,440 1,966,917 Valsoia S.p.A 204,000 1,080, ,389 1,560, ,872 (169,653) (78,997) 2,052,240 Other listed companies 4,756, ,514 (1,476,288) (1,903,402) 1,619,888 1,157, ,828 (20,481) (2,500) (9,469) 3,496,138 Total listed companies 81,310,592 13,509,540 1,204,959 (11,193,827) 84,831,264 4,027, ,627,389 (190,134) (2,251,277) (88,466) (1,950,629) 96,005,418 Total investments 99,565,565 14,075,832 1,377,759 (11,346,323) 103,672, ,411, ,488,488 (7,670,413) (2,251,277) (32,886,100) (2,499,652) 314,264,935 (1) Other equity instruments refer to Venice Shipping and Logistic SpA Page 62

63 Appendix 3 Changes in equity-accounted investments Balance at increases decreases Balance Euro No. of shares/ Cost Reversal Share of Shareholders loeans Decreases Fair value Carrying Purchases / Share of Shareholders loeans Fair value (decreases (losses)) at quotas of impairment losses profit (loss) of in future capital or gains amount incorporation profit (loss) of in future capital gains or refunding of revaluations (impairment losses) equity-accounted investments increase reimbursment (losses) equity-accounted investments increase (losses) Clubtre S.p.A. 42,000 17, ,917 41,948,846 (934,801) 10,719,065 52,020,527 24,500 2,946,838 (24,500) 15,634,805 (2) (7,000,000) 63,602,170 Data Holding 2007 S.r.l. 5,240,550 8,085,000 (2,790,492) (110,530) 5,183,978 (53,010) (101,728) 5,029,240 Gatti & Co Gmbh 10, ,000 (8,506) 266,494 (3,145) 263,349 Gruppo IPG Holding s.r.l. 27,392 17,000,637 (7,597,729) 7,184,100 (203,696) 637,910 17,021,222 1,844,000 (304,000) 197,758 (1) 18,758,980 Palazzari & Turries Limited 90, ,000 65,349 44, ,024 3, ,179 Total 25,603,137 (10,322,872) 7,490,186 41,948,846 (1,249,027) 11,356,975 74,827,245 24,500 4,737,838 (24,500) 15,330,805 (6,903,970) 87,991,918 (1) Refers to the actualization of the receivable for the interest-free loan. (2) The increase in the fair value refers to the change in fair value of the investment in Prysmian SpA Page 63

64 Appendix 4 Financial receivables Adjustment for Euro Balance at Increases Decreases Interests Present Value Balance at Borletti Group SCA 546,923 (546,923) 0 Data Holding 2007 S.r.l. 3,640, ,434 3,749,362 Gruppo IPG Holding S.r.l. 12,970,842 (769,232) (197,758) 12,003,852 Noemalife S.p.A. 2,324,787 (2,324,787) 0 Total 19,483,480 0 (3,640,942) 108,434 (197,758) 15,753,214 Page 64

65 Page 65

66 Page 66

67 Page 67

68 Disclosure of external auditor s fees pursuant to article 149-duodecies of the Consob Issuer Regulation Pursuant to article 149-duodecies of the Consob Issuer Regulation, the table below provides details of the fees paid to KPMG S.p.A., and to companies affiliated to the external auditor for the following services provided: 1. Audit services that include: auditing of annual accounts for the purpose of expressing professional judgment; auditing of the interim accounts. 2. Certification services, including assignments where the auditor assesses a specific element, whose determination shall be made by another person who is responsible, through appropriate criteria, in order to express a conclusion that provides the recipient with a degree of reliability in relation to that specific element. This category also includes services related to the audit of the regulatory accounts. 3. Other services include residual appointments and must be detailed with an appropriate level of detail. By way of example, but not limiting, may include services such as: due diligence accounting - tax - legal - administrative, agreed-upon procedures and advisory services to the manager in charge. The fees shown in the table for the year 2013 are those contractually agreed, including any indexing (do not include living expenses, the possible contribution of supervision and VAT). Are not included, such as the aforementioned provision, the fees paid to any secondary auditors or to the respective networks. Page 68

69 Type of service Entity providing the service Recipient of the service Compensation (Euro) Auditing: Company Financial Statements Consolidated Financial Statements Limited audit procedures to the halfyear Financial Statements KPMG S.p.A. Tamburi Investment Partners S.p.A Verification of regular bookkeeping Certification services: Modello UNICO e Modello 770 Tamburi Investment KPMG S.p.A. Simplified and Ordinary Partners S.p.A. 600 Tax advisory services - Other services - Auditing: Company Financial Statements Verification of regular bookkeping KPMG S.p.A. Clubsette S.r.l TOTAL The above amounts do not include expenses for 3,550 euro and 5,688 euro for Consob contributions. Page 69

70 TAMBURI INVESTMENT PARTNERS S.P.A. SEPARATE FINANCIAL STATEMENTS Page 70

71 TAMBURI INVESTMENT PARTNERS S.P.A. Income Statement Tamburi Investment Partners S.p.A. (Euro) December 31, 2013 December 31, 2012 Note Revenues from sales and services 4,302,593 4,711,760 4 Other revenue 166, ,782 Total revenue 4,469,125 4,844,542 Costs for materials, services and other costs (1,753,366) (1,636,081) 5 Personnel expense (9,983,244) (4,142,661) 6 Depreciation, amortisation and impairment loss (65,630) (78,722) Operating profit (7,333,115) (1,012,922) Financial income 39,723,367 7,742,498 7 Financial expense (2,137,079) (630,529) 7 Profit before adjustments to investments 30,253,173 6,099,047 Net impairment losses on available-for-sale financial assets (2,499,652) (87,443) 8 Profit before tax 27,753,521 6,011,604 Current and deferred taxes 145,852 (790,035) 9 Profit for the year 27,899,373 5,221,569 Basic earnings per share Diluted earnings per share Number of outstanding shares 129,210, ,255,231 Page 71

72 TAMBURI INVESTMENT PARTNERS S.P.A. Statement of comprehensive income Tamburi Investment Partners S.p.A. December 31, 2013 December 31, 2012 Note (Euro) Income components with reversal to IS Income and expense recognised directly in equity: 23 Fair value gains (losses) on available-for-sale financial assets 11,615,244 8,445,175 Income components without reversal to IS Employee benefits 13,084 6,821 Total income and expense recognised directly in equity 11,628,328 8,451,998 Profit for the year 27,899,373 5,221,569 Total comprehensive income (expense) 39,527,701 13,673,569 Total comprehensive income (expense) per share Total diluted comprehensive income (expense) per share Number of outstanding shares 129,210, ,255,231 Page 72

73 TAMBURI INVESTMENT PARTNERS S.P.A. Statement of financial position Tamburi Investment Partners S.p.A. (Euro) December 31, 2013 December 31, 2012 January 1, 2012 Note Non-current assets Property, plant and equipment 56,896 65,515 99, Goodwill 9,806,574 9,806,574 9,806, Other intangible assets 867 1,806 3, Investments in associates measured at fair value 42,169, Equity-accounted investments in associates 60,856,415 67,331,415 65,424, Available for sale financial assets 109,219, ,672, ,396, Loans and receivables 23,311,844 19,500,351 18,774, Tax assets 219, ,443 13, Deferred tax assets 834, , , Total non-current assets 246,476, ,015, ,858,439 Total current assets Trade receivables 739,731 2,664,262 2,001, Current financial assets 32,803,312 3,753,801 13,650, Available for sale financial assets 284, Loans and receivables 0 37,400, Cash & cash equivalents 340, , , Tax assets 689,655 20,417 3, Other current assets 195,499 89, ,584 Total current assets 35,053,067 44,856,210 15,962,793 Totale assets 281,529, ,871, ,821,232 Equity Share capital 70,744,694 70,744,317 70,744, Reserves 125,103, ,161, ,280, Retained earnings (losses carried forward) 4,810,618 4,964,915 5,987,334 Profit for the year 27,899,373 5,221,569 1,602, Total Equity 228,558, ,092, ,614,626 Non-current liabilities Post-employment benefits 162, , , Financial liabilities 39,917,695 39,904, Deferred tax liabilities 529, , , Current liabilities Total non-current liabilities 40,610,195 40,868, ,502 Trada payables 322, , ,597 Current financial liabilities 3,379, ,777 16,897, Tax liabilities 202, , , Other liabilities 8,456,409 2,671,020 1,970, Total current liabilities 12,360,594 3,911,333 19,699,104 Total liabilities 52,970,789 44,779,877 20,206,606 Total equity and liabilities 281,529, ,871, ,821,232 Page 73

74 TAMBURI INVESTMENT PARTNERS S.P.A. Statement of changes in equity Share Share Legal Extraordinary Fair value reserve Reserve for Other IFRS reserve Merger Retained Profit Total capital premium reserve Reserve related to repurchase of reserves for business surplus earnings for the year Equity reserve financial assets treasury combination attributable to available for sale shares controlling shareholders Balance at January 1, 2012 separate 70,744, ,528,929 1,529, ,839,005 (2,394,058) 0 (483,655) 7,260,623 5,987,334 1,602, ,614,626 Change in fair value of AFS financial assets 8,445,175 8,445,175 Employee benefits 6,821 6,821 Total income (expense) recognised directly in equity 8,445,175 8,451,996 Profit (loss) to December 31, ,221,569 5,221,569 Total comprehensive income 8,445,175 13,673,565 Allocation of the profit for 2012/dividend distribution 136,168 (1,022,419) (1,602,716) (2,488,967) Dividend distribution (2,200,471) (2,200,471) Reserves related to convertible bonds 104, ,434 Warrant conversion Repurchase of treasury shares (1,611,660) (1,611,660) Balance at December 31, 2012 separate 70,744, ,529,278 1,665, ,284,180 (4,005,718) 111,255 (483,655) 5,060,152 4,964,915 5,221, ,092,037 Balance at January 1, 2013 separate 70,744, ,529,278 1,665, ,284,180 (4,005,718) 111,255 (483,655) 5,060,152 4,964,915 5,221, ,092,037 Change in fair value of AFS financial assets 11,615,245 11,615,245 Employee benefits 13,084 13,084 Total income (expense) recognised directly in equity 11,615,245 11,628,329 Profit (loss) to December 31, ,899,373 27,899,373 Totale conto economico complessivo 11,615,245 27,899,373 39,527,702 Transfer to legal reserve (12,483,119) 12,483,119 0 Allocation of the profit for 2012/dividend distribution 0 Dividend distribution (154,297) (5,221,569) (5,375,866) Warrant conversion ,305 Repurchase of treasury shares (6,686,808) (6,686,808) Al 31 dicembre 2013 separato 70,744,694 92,047,087 14,148, ,899,425 (10,692,526) 124,339 (483,655) 5,060,152 4,810,618 27,899, ,558,370 (1) Comparative figures refer to the separate statement of changes in equity of TIP, non-consolidated Page 74

75 TAMBURI INVESTMENT PARTNERS S.P.A. Statement of cash flow Tamburi Investment Partners December 31, 2013 December 31, 2012 A.- A.- OPENING NET CASH & CASH EQUIVALENTS B.- B.- CASH FLOW FROM OPERATING ACTIVITIES Profit for the year 27,899 5,222 Depreciation & amortisation Impairment losses (reversal of impairment losses) on fixed assets Impairment losses (reversal of impairment losses) on investments 2, Impairment losses (reversal of impairment losses) on current financial assets (loans and receivables) Gain from the sale of AFS investments (33,290) Change in employee benefits: (1) (15) Change in deferred tax assets and liabilities (687) 394 (3,513) 5,766 Decrease/(increase) in trade receivables 1,870 (695) Decrease/(increase) in other current assets (107) 12 Decrease/(increase) in tax assets (670) (222) Decrease/(increase) in loans and receivables 33,588 (38,126) Decrease/(increase) in other current securities (29,297) 9,897 (Decrease)/increase in trade payables (122) 46 (Decrease)/increase in financial liabilities 3,099 23,302 (Decrease)/increase in tax liabilities (300) 68 (Decrease)/increase in other current liabilities 5, Cash flows from operating activities 10, C.- C.- CASH FLOWS FROM / USED IN INVESTING ACTIVITES Intangible assets a) purchases b) disposals Property, plant and equipment a) purchases (25) (10) b) disposals 3 c) turn around of accrued depreciation Non-current financial assets Disposal (purchase) of investments in subsidiaries (net of net cash and cash equivalents of subsidiaries) Disposal (purchase) of other investments: a) purchases (46,542) (6,937) b) disposals 14,145 13,584 c) Gain from the sale of AFS investments 33,290 Cash flows from /used in investing activities 871 6,637 Page 75

76 TAMBURI INVESTMENT PARTNERS S.P.A. December 31, 2013 December 31, 2012 D.- D.- CASH FLOW USED IN FINANCING ACTIVITIES Financings a) New financings b) Reimbursment of financings Capital increase and capital injections for future capital increase 1 Capital reduction for repurchase of treasury shares (6,687) (1,612) Capital increase for the sale of treasury shares Capital increase costs Dividends declared and unpaid (other payables) Payment of dividends (5,375) (4,689) Change in reserves 269 (363) Increase in loans receivable for dividends declared but not yet paid (other receivables) Cash flow used in financing activities (11,792) (6,664) E.- CASH FLOW FOR THE YEAR (588) 722 F.- CLOSING NET CASH & CASH EQUIVALENTS Closing net cash & cash equivalents consists of: Cash & cash equivalents Current bank loans and borrowings Closing net cash & net cash equivalents Page 76

77 TAMBURI INVESTMENT PARTNERS S.P.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDING DECEMBER 31, 2013 (1) Group Business Activities TIP is an independent investment / merchant bank focusing on medium-sized Italian companies active in: 1. minority investments, as an active investor, in listed and unlisted companies able to express excellence in their respective sectors; individual operations below 40/50 million euro are - in general - made directly by TIP while those above are sometimes set according to the scheme of the club deal; 2. advisory activities in corporate finance transactions, especially acquisitions and disposals through Tamburi & Associati division (T&A); 3. secondary private equity activities: investing in investments held by private equity funds, banks, financial firms or insurance companies and purchasing stakes of entities that operate in the private equity sector or similar activities. (2) Accounting policies The company was incorporated as a company limited by shares under Italian law and its registered office is based in Italy. The company was listed in November 2005 on the Expandi segment of the stock market, organized and managed by Borsa Italiana S.p.A.. On December 20, 2010 Borsa Italiana S.p.A. promoted the company to the STAR segment where its ordinary shares are now traded. The following financial statements for the year ended December 31, 2013 is configured as a separate financial statements as, in accordance with IFRS, it is shipped with the consolidated financial statements prepared on the same date. The document has been approved by the Board of Directors on March 4, The separate financial statements to December 31, 2013 have been prepared on a going concern and business continuity basis and are compliant with the assessment criteria set by the International Financial Reporting Standards and International Accounting Standards ("IFRS", "IAS", or international accounting principles) issued by the International Accounting Standards Board (IASB) and the related interpretations of the International Financial Reporting Interpretations Committee (IFRIC), as endorsed by the European Community Commission with regulation no. 1725/2003 as subsequently amended, as per regulation no. 1606/2002 of the European Parliament. The separate financial statements in accordance with IAS 1 is composed of the consolidated income statement, statement of comprehensive income, the statement of the financial position, the statement of changes in equity, cash flow statement and the explanatory notes and is accompanied with the Directors report. The financial statements have been prepared in Euro, without decimals. The accounting policies adopted to prepare these financial statements are the same as those adopted in the previous year for the financial statements, except for that described in the Page 77

78 TAMBURI INVESTMENT PARTNERS S.P.A. New accounting standards section and the valuation criteria for the investments in associates as reported later on. The separate financial statements present the data of the previous year for comparative purposes. Certain comparative figures have been restated compared to the data of the individual financial statements of the previous year to align them to the accounting principles used to prepare the financial statements to December 31, The methods applied to restate the comparative data and the relative information are presented in the notes. It should be noted that the variation between the net income of the separate financial statements of TIP to December 31, amounting to 9.3 million Euro - and the net income restated in the separate financial statements, with reference to the comparative 2012 figure, and equal to 5.2 million Euro, is mainly due to the recognition of shares of profit of investments accounted for using the equity method, for 4.3 million Euro, and of dividends received from the associate company Clubtre SpA, for 0.2 million Euro. The variation between the consolidated shareholders' equity at December 31, 2012 equal to million Euro, and restated as a result of the evaluation of the associated company Data Holding according to the equity method, and the separate financial statements at December 31, 2012 equal to 201,1 million Euro, refers primarily to the reversal of the increase in the fair value of Prysmian for 11.4 million Euro, classified as AFS for the trámite of Clubtre, to the reversal of the shares of profit for investments accounted for using the equity method net of 4.3 million Euro, to the recognition of dividends for 0.2 million Euro, to the reconstitution of the cost of the associated company Data Holding for 2.9 million Euro, to the reversal of write-downs made in previous years for 5.1 million Euro, and to the recognition of the tax effect for 0.2 million Euro. Presentation and disclosures concerning financial instruments are based on the requirements of IAS 32, as amended and supplemented by IFRS 7. During the year, no exceptional cases occurred to make the use of the exceptions included in IAS 1 necessary. The separate financial statements to December 31, 2013 have been prepared using the general historical cost criterion, with the exception of derivative financial instruments that are measured at fair value, investments in associates that are measured using the equity method or at fair value and current financial assets and AFS financial assets that are measured at fair value. The preparation of the separate financial statements at December 31, 2013 required judgments, estimates and assumptions to be made that affect the application of accounting policies and the carrying amounts of assets, liabilities, costs and revenue. These estimates and related assumptions are based on previous experience and other factors deemed reasonable in the circumstances. However, since estimates are involved, the actual results will not necessarily be the same as those shown herein. Estimates have been used to recognise allowances for Page 78

79 TAMBURI INVESTMENT PARTNERS S.P.A. impairment, the fair value of financial instruments, impairment losses, employee benefits and taxes. The main accounting policies adopted in the drawing up of the financial statements, as well as the content and the variations of the individual captions, are detailed hereunder. New accounting standards The new documentation issued by IASB and endorsed by the EU, as applicable to these financial statements, is listed hereunder: - IAS 1 Presentation of financial statements the captions related to other comprehensive income components of the period must be distinguished between components that will never be reclassified in profit / (loss) for the period and components that could be subsequently reclassified in profit / (loss) for the period. - IAS 12 Income taxes The amendment, issued by the IASB in December 2010, introduces the presumption for deferred tax assets that the underlying asset will be recovered entirely through sale unless there is clear evidence of its recovery can occur with the use. The presumption will be applied to investment property and assets recorded as plant and equipment or intangible assets recognised or revaluated at fair value. As a result of these changes the interpretation SIC 21. Income Taxes Recovery of Revaluated Non-Depreciable Assets will be repealed. This change is applicable on a mandatory basis from January 1, IAS 19 Employee benefits The standard has been subject to an accounting standard review. In particular, this amendment removes the option to defer the recognition of actuarial profits and losses with the corridor approach, requiring the presentation in the statement of financial position of the fund deficit or surplus, the recognition of service cost and net financial expense registered in the profit and loss, the recognition of actuarial gains and losses arising from remeasurement of liabilities and assets in the statement of comprehensive income. The new IAS 19 is applicable for annual periods starting from January 1, IFRS 7 - Financial Instruments - disclosures - offsetting of financial assets and liabilities. The amendments to this standard have been introduced to enable users of financial statements to understand the information on the effects or potential effects of offsetting contracts of financial assets and liabilities on the statement of financial position. The amendments to IFRS 7 apply mandatory for annual periods beginning on or after January 1, IFRS 13 - Fair Value Measurement - the standard, issued by the IASB in May 2011 and applicable from January 1, 2013, defines fair value, clarifies how it is to be measured and introduces disclosure common to all assets valued at fair value. The standard applies to all transactions or balances when another standard requires or permits the measurement at fair value. The IASB and the IFRIC have both approved some modifications to existing IAS/IFRS Page 79

80 TAMBURI INVESTMENT PARTNERS S.P.A. standards and issued new IAS/IFRS standards and new IFRIC interpretations. As the effective date of these documents is deferred, they have not been adopted in the preparation of these financial statements. The main changes include: - IAS 27 - Separate Financial Statements - Following the issuance of IFRS 10, in May 2011, the IASB has confined the scope of IAS 27 only to separate financial statements. This standard specifically regulates the accounting treatment of investments in subsidiaries, associates and joint ventures in the separate financial statements and is applicable from January 1, IAS 28 - Investments in associates and joint ventures - On May 12, 2011, the IASB issued IAS 28 Investments in Associates and Joint Ventures, which disciplines the accounting for investments in associates and joint ventures, as well as the criteria for the application of the equity method and has been amended subsequent to the issuance of IFRS 10 and IFRS 11. The standard is applicable from 1 January IFRS 10 - Consolidated Financial Statements - Issued in May 2011, the standard replaces SIC 1 - Consolidation - special purpose entities - and parts of IAS 27 - Consolidated and Separate financial statements. This standard is applicable from January 1, IFRS 11 - Joint Arrangements - The standard, issued by the IASB in May 2011 which will replace IAS 31 - Interests in joint ventures - and SIC 13 Jointly-Controlled Entities - Contributions by venturers is applicable from January 1, This standard provides criteria for the identification of joint arrangements by focusing on the rights and obligations arising from such arrangements, rather than their legal form and it foresees the equity method as unique accounting method for investments in joint ventures in the consolidated financial statements. - IFRS 12 Disclosure of interests in other entities - The standard, issued by the IASB in May 2011 and applicable from January 1, 2014, specifically requires disclosures to be provided for each kind of investment, including subsidiaries, associates and joint arrangements, special purpose entities and other unconsolidated structured entities. - IAS 32 Financial Instruments: Presentation On December 16, 2011 the IASB issued some amendments to IAS 32 Financial Instruments: presentation, in order to clarify the application of certain criteria for offsetting financial assets and liabilities. The amendments should be applied on a retrospective basis for annual periods beginning on or after January 1, IAS 36 - Disclosure on the recoverable value of financial assets - in May 2013, the IASB issued amendments to IAS 36 - Disclosure on the recoverable value of financial assets, to clarify the information to be provided about the recoverable value of assets, such when value is based on fair value net of costs to sell. Changes affecting only those assets whose value has decreased apply retrospectively for annual periods beginning on or after January 1, Page 80

81 TAMBURI INVESTMENT PARTNERS S.P.A. Accounting policies The accounting policies used to draw up the separate financial statements at December 31, 2013 are shown below. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are recognised at historical cost, inclusive of ancillary costs directly attributable thereto and necessary to bring the asset to working condition for the intended use for which it was purchased. If significant components of an item of property, plant and equipment have different useful lives, these components are recognised separately. Property, plant and equipment are recognised net of accumulated depreciation and any impairment losses calculated according to the methods described later on. Depreciation is calculated on a straight-line basis according to the asset s estimated useful life, which is reviewed annually. Any changes, when necessary, are applied prospectively. The main depreciation rates used are as follows: - Furniture and fittings 12% - Miscellaneous equipment and appliances 15% - Electronic office equipment 20% - Mobile phones 20% - Equipments 15% - Cars 25% The carrying amount of property, plant and equipment is regularly tested for impairment, if events or changes in circumstances suggest that it is not recoverable. If such an indication exists and if the carrying amount exceeds the expected recoverable amount, the assets are impaired to reflect their recoverable amount. Their recoverable amount is the higher of their net selling price and value in use. In defining value in use, expected future cash flows are discounted to present value using a pre-tax discount rate that reflects the current market estimate of the time value of money and the risks specific to the asset. Impairment losses are recognised in the profit and loss under depreciation, amortisation and impairment losses. These impairment losses are reversed if the reasons causing them cease to exist. When an asset is sold, or when its use is not expected to generate future economic benefits, it is derecognised and any loss or profit (calculated as the difference between the disposal value and carrying amount) is immediately recognised in the profit and loss. GOODWILL Business combinations are accounted for applying the purchase method. Goodwill is the excess of purchase cost over the acquirer s share of the net fair value of identifiable assets and of present and contingent liabilities. After initial recognition, goodwill is decreased by any cumulative impairment losses, calculated using the methods described later on. Page 81

82 TAMBURI INVESTMENT PARTNERS S.P.A. Goodwill stemming from acquisitions made prior to January 1, 2004 is recognised at deemed cost, i.e., its carrying amount in the last set of annual financial statements prepared in accordance with previously applied accounting policies (December 31, 2003). When the IFRScompliant opening balance sheet was prepared, acquisitions completed before 1 January 2004 were not restated. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances occur that may cause impairment losses to emerge. At the acquisition date, any goodwill is allocated to each of the cash-generating units (CGUs) that are expected to benefit from the acquisition s effects. Any impairment loss is identified by considering each CGU s ability to generate cash flows able to recover the portion of goodwill allocated thereto, using the methods indicated earlier in the section on Property, plant and equipment. If the CGU s recoverable amount is lower than the carrying amount attributed thereto, the related impairment loss is recognised. This impairment loss is not reversed if the reasons causing it cease to exist. OTHER INTANGIBLE ASSETS Other intangible assets are recognised at cost, calculated using the same approach detailed for property, plant and equipment. Other intangible assets with a finite useful life are recognised net of their related accumulated amortisation and any impairment losses calculated in the same way as previously detailed for property, plant and equipment. Useful life is reviewed annually and any changes, when necessary, are applied prospectively. Gains or losses arising from disposal of an intangible asset are calculated as the difference between the asset s disposal value and carrying amount. They are recognised in profit or loss at the time of disposal. EQUITY-ACCOUNTED INVESTMENTS IN ASSOCIATES Associates are entities over whose financial and operating policy decisions the company exercises significant influence, even without owning control. Significant influence is assumed to exist when the company exercises between 20% and 50% of another entity s voting rights (between 10% and 50% if the company is listed). For the transition from the individual financial statements prepared until December 31, 2012 to the separate financial statements prepared as of January 1, 2013, investments in associates are accounted for in the separate financial statements at cost rather than according to the equity method as carried out in the individual financial statements. The cost of these investments has been obtained by canceling the previous adjustments related to the valuation with the equity method. Page 82

83 TAMBURI INVESTMENT PARTNERS S.P.A. NON-CURRENT AVAILABLE-FOR-SALE FINANCIAL ASSETS Available-for-sale financial assets (AFS financial assets) consist of investments in other companies. They are measured at fair value and any fair value gains or losses are recognised in equity. If the fair value loss is an impairment loss, this is recognised in the profit and loss. If the conditions leading to the recognition of the impairment loss cease to exist, the reversal of the impairment loss is recognised in equity. In the case of investments in listed companies, the fair value is identified using the market value at the reporting date. In the case of investments in unlisted companies, the fair value is identified as the value in use based on valuation techniques. These valuation techniques include comparison with values emerging in recent similar transactions and other valuation techniques based substantially on an analysis of the investee s ability to generate future cash flows, discounted to present value to reflect the time value of money and the specific risks of the business activity. Investments in equity instruments that do not have a price quoted on a regulated market, and whose fair value cannot be measured reliably, are measured at cost, reduced for any impairment losses. The choice between the aforementioned methodologies is not optional, since they must be applied in hierarchical order: absolute priority is given to official prices quoted on active markets (effective market quotes - Level 1) or for assets and liabilities measured based on valuation techniques which refer to observable market parameters (comparable approaches - level 2) and the lowest priority to assets and liabilities whose fair value is calculated on the basis of valuation techniques that refer to parameters that are not observable in the market and therefore more discretionary (market model - level 3). The company considered objective evidence of impairment of its equity instruments listed on active markets in relation to the nature of its investment portfolio featuring Italian small-mid caps the presence of a market price at the reporting date of at least 50% lower than the original purchase price or the prolonged presence, for over 18 months, of a market value below cost. In any case, the company also analyses those equity instruments with values within the above mentioned threshold and where deemed appropriate recognises impairment losses thereon. TRADE AND FINANCIAL RECEIVABLES They are initially recognised at fair value and subsequently measured at amortised cost, adjusted as appropriate for sums considered uncollectible. CURRENT FINANCIAL ASSETS AND AFS FINANCIAL ASSETS Current financial assets consist of securities that are short-term investments of cash. They are therefore classified as held for trading and measured at fair value thorough profit and loss. Purchases and sales of securities are recognised and derecognised on the settlement date. CASH AND CASH EQUIVALENTS Cash and cash equivalents comprise short-term, highly liquid investments that are readily Page 83

84 TAMBURI INVESTMENT PARTNERS S.P.A. convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the purposes of the statement of cash flows, net cash and cash equivalents consist of cash and cash equivalents net of bank overdrafts at the reporting date. TRADE AND FINANCIAL PAYABLES Trade payables are initially recognised at fair value and subsequently measured at amortised cost. In particular regarding the convertible bonds issued during the year, based on the instructions of IAS 32, the company has recognised, separately the component which generates the financial liability (measured at the amortised cost) and has separated the implicit option granted to the owner of the instrument to convert a portion of the loan into an equity instrument. EMPLOYEE BENEFITS AND PERSONNEL EXPENSES The employee benefits payable on or at the end of the employment relationship through defined benefit plans are recognised over the vesting period. The liability related to defined benefit plans, net of any plan assets, is determined using actuarial assumptions and is recognised on an accruals basis in line with the services rendered to obtain the benefits; the valuation of the liability is made by independent actuaries. The company provides additional benefits to certain employees through a stock option plan. In accordance with IFRS 2 Share-based payment these plans are a component of the beneficiaries remuneration and provide for the procedures of the "cash settlement" as regulation. Therefore, the related cost is represented by the stock options fair value at the grant date and it is recognised in the profit and loss on a straight-line basis over the period between the grant date and the maturity, offsetting the corresponding liability. TREASURY SHARES Treasury shares are recognised as a reduction in equity. The original cost of the treasury shares and any profit deriving from their subsequent sale are also recognised in equity. REVENUE Revenue is recognised to the extent that its fair value can be reliably determined and it is probable that the related economic benefits will be enjoyed. According to the type of transaction, revenue is recognised as follows: revenue from investment banking services is recognised based on the activities stage of completion. For practical reasons, when services are rendered via an indeterminate number of actions in a definite period of time, revenue is recognised on a straight-line basis over the definite period, unless it is evident that other methods provide better representation of such services stage of completion; success fees that accrue upon performance of a significant action are recognised as revenue when the significant action has been completed. If it is not possible to measure the fair value of revenue reliably, revenue is recognised to the extent of costs borne which are deemed to be recoverable. Page 84

85 TAMBURI INVESTMENT PARTNERS S.P.A. GAINS AND LOSSES FROM THE SALE OF INVESTMENTS AND SECURITIES Gains and losses arising from the sale of investments and securities are recognised on an accruals basis, also transferring any fair value gains or losses previously recognised in equity to profit or loss. FINANCIAL INCOME AND EXPENSE Financial income and expense are recognised on an accruals basis according to interest accruing on the carrying amount of the related financial assets and liabilities using the effective interest method. DIVIDENDS Dividends are recognised when the shareholders right to receive their payment is established. INCOME TAXES Current income taxes for the year are calculated on the basis of the estimated taxable income and in compliance with current regulations. Deferred tax liabilities and assets are calculated on the temporary differences between the carrying amounts of assets and liabilities and the relevant tax bases. Deferred tax assets are recognised when their recovery is considered probable, i.e., when there are expected to be sufficient future tax profits to enable the realisation of these assets. The recoverability of deferred tax assets is reviewed at each reporting date. Deferred tax liabilities are always recognized in compliance with the IAS 12. (3) Basis of presentation The choices made by the company as regards financial statements presentation are summarised as follows: - Statement of financial position: according to IAS 1, assets and liabilities should be classified as current and non-current or, alternatively, according to order of liquidity. The company has opted for the current/non-current classification; - Income statement and statement of comprehensive income: IAS 1 alternatively requires classification of captions based on either their nature or function. The company has decided to use the classification based on their nature; - Statement of cash flows: in accordance with IAS 7, the statement of cash flows presents cash flows for the year, allocating them to operating, investing and financing activities. (4) Segment reporting The company operates in the investment banking and merchant banking segments. The activities performed by senior management in these business areas, in terms of marketing initiatives, outward institutional initiatives and involvement in the various deals, are highly integrated. Furthermore, also as regards the execution activity, this has been organised with the purpose of adding flexibility to the use of on-call analysts when needed in advisory or equity activities. Due to this choice, it is impossible to provide separate operating and financial representation of the different business segments. This is because splitting the cost of the work of senior management and analysts based on a series of estimates, linked in turn to parameters that may Page 85

86 TAMBURI INVESTMENT PARTNERS S.P.A. be surpassed by effective efficiency, would lead to significant distortion of business segments profitability, thus making such information meaningless. For this reason in this financial statements are given details of revenue of the advisory segment, excluding other revenue. Euro December 31, 2013 December 31, 2012 Revenues from sales and services 4,302,593 4,711,760 (5) Costs for materials, services and other costs This caption includes: Euro December 31, 2013 December 31, Services 1,154,771 1,060, Use of third party assets 363, , Other costs 235, ,675 Total 1,753,366 1,636,081 (5) 1. Services Service costs related mainly to professional and legal advisory fees (458,245 Euro, of which 88,488 Euro for audit fees), services (164,092 Euro), general costs (190,231 Euro) fees of the Board of Statutory Auditors and Supervisory Body (for a total of 64,250 Euro), commercial expenses (89,525 Euro) and administrative costs (22,608 Euro). (5) 2. Use of third party assets The caption refers to sundry lease payments and rents. (5) 3. Other costs These costs relate mainly to non-deductible VAT (110,497 Euro), losses on receivables (20,000 Euro) and taxes relating to the year. (6) Personnel expense This caption consist of: Euro December 31, 2013 December 31, 2012 Salaries and wages 1,022, ,410 Social security charges 264, ,387 Stock Option 2,630,355 64,860 Directors fees 6,010,834 2,944,262 Post-employment benefits 54,395 54,743 Total 9,983,244 4,142,661 Salaries and wages and Directors fees comprise both the fixed and variable portions accruing in the year. The Post-employment benefits are recognised on an actuarial basis, the income or loss are reported in the shareholders equity. For details of the fees paid to members of corporate bodies, please refer to Note (32). Page 86

87 TAMBURI INVESTMENT PARTNERS S.P.A. In order to encourage company management to attain the objective of creating value for the shareholders, a stock option plan approved by the Shareholders Meeting on April 29, 2011 is currently in place. The Board of Directors of TIP subsequently defined and regulated on 4 August 2011 the terms, conditions and procedures of execution of the plan. More specifically, it resolved: - (a) to adopt the regulations of TIP 2011/2014 Incentive Plan (the Plan ) addressed to the Company s Executive Directors (the Directors ) and employees who will be identified by the Board of Directors amongst those who hold important roles or serve important functions in TIP (the Employees ); - (b) to set the maximum number of Options (the Options ) to be awarded at no cost to Plan Beneficiaries (the Beneficiaries ) as 5,000,000, each of which confer the right to: (a) purchase one ordinary share of the Company (already in portfolio at the date of approval of the regulations of the Plan (the Regulations ) or subsequently purchased); or (b) subscribe one newly issued ordinary share of the Company; or (c) receive from the Company the payment of any capital gain, intended as the gross amount equal to the difference between the market value of TIP ordinary shares at the exercise date of the Option, and the strike price of the option, set at 1.50 Euro; - (c) to establish that: (a) Directors will be required to hold and not to sell, until the end of term of the office at the time of each exercise of Options, a stake not below 30% of the shares acquired during such term of office; (b) Employees will be required to hold and not to sell, for a period of 3 years from the date of exercise of Options, a stake not below 30% of the shares purchased; - (d) to establish that, in case of exercise of the options through payment of capital gains to the Beneficiaries, the Beneficiaries will have to reinvest in ordinary shares of the Company not less than 30% of the net amount received; shares deriving from such reinvestment will have to be held and may not be sold for the periods set by previous point (C); - (e) to provide that the Options, exercisable by the Beneficiaries in the period between January 1, 2014 and June 30, 2015, will forfeit in advance: (a) for Employees, in the event of termination of employment for reasons other than (i) voluntary dismissal of the Employee following request by the same for application of the pension scheme (ii) wrongful dismissal of the Employee; (b) for Directors, in the event of the contractual termination of Director s office for reasons other than (i) wrongful revocation of the Director (ii) expiration of the statutory period of appointment and non-renewal of the office or (iii) illness or impediment resulting in the inability and / or impossibility of the Beneficiary to perform continuously the office as director; - (f) to provide that the Options will be exercisable also in advance if: (a) the Company s extraordinary Shareholders Meeting deliberates non-recurring transactions likely to lead to the extinction of the Company or rather the purchase by one or more Page 87

88 TAMBURI INVESTMENT PARTNERS S.P.A. parties of a portion of its shares such as to confer to such parties, even if jointly, the control of the Company in virtue of Article 93 of Legislative Decree no. 58 of February 24, 1998; (b) one or more parties notify, in conformity with and by effect of Article of Legislative Decree no. 58 of February 24, 1998, their intention to make on a voluntary basis, a public tender offer or public exchange offer for the Company s shares; (c) the term of office of the majority of the Company s Board of Directors acting at the date of approval of the regulations is terminated for any reason other than by voluntary dismissal or revocation of the office with cause; (d) the Company s Chairman and CEO and/or Vice Chairman and Managing Director in office at the date of approval of the Plan are wrongfully dismissed; (e) one or more parties connected to each other, purchase a stake of the Company s capital such as to confer to such parties, even if jointly, the control over the Company, in virtue of Article 93 of Legislative Decree no. 58 of February 24, 1998, or one or more parties, also connected to each other, which are not already shareholders with a relevant stake at the date of approval of the Regulations, purchase a stake which allows them to significantly affect the Company's shareholder structure or purchase a stake in Company s capital higher that of the single largest shareholder of TIP at June 30, 2011; - (g) to agree that the maximum number of 5,000,000 Options will be divided amongst Beneficiaries as follows: - total 4,950,000 options to Executive Directors and Employees; - maximum 50,000 options to other Beneficiaries to be identified afterwards amongst Employees who hold important roles or serve important functions in TIP. The Board of Directors on December 9, 2013 has decided to reallocate n. 925,000 options referred to the "Incentive Plan TIP " previously assigned to figures who have terminated their employment with the company and whose rights, for this reason, have decayed, and also to allocate the remaining n. 50,000 options that to date have not yet been assigned, extending to December 31, 2015, the date of exercise of the options. As of December 31, 2013 all n. 5,000,000 options were therefore allocated. In the 2013 separate financial statements in accordance with IFRS 2 options granted but to date not yet exercised (n ) have been valued according to the cash settlement methodology; they have been measured at fair value recognized in the profit and loss as an increase in the personnel expense and directors fees offsetting liabilities with directors and employees. Changes in the fair value related to liabilities with directors and employees are reported in the profit and loss. The fair value of the options is determined using the applicable valuation method (in this case Black & Scholes ), taking into account the terms and conditions under which the options were granted. With regard to the options exercised by employees (no. 1,255,000) prior to the current date, according to the cash settlement methodology, the relative cost (equivalent to the gross capital gain) was recognized in the profit and loss. The stock options fair value and the actuarial assumptions used for the application of the Page 88

89 TAMBURI INVESTMENT PARTNERS S.P.A. model are as follows: TIP Share Price at December 30, Option strike price 1,5 First day for option exercise 1-Jan-14 Last day for option exercise 31-Dec-15 Historical Star Index average volatility (3 years) 15.52% Expected average dividend yield (with respect to share price) 2.50% Interest Rate Swap Euribor (June 2015) 0.54% Outstanding options (no.) 5,000,000 Outstanding options at December 31, 2013 (no.) 3,745,000 Newly issued shares (no.) 1.00 No. options exercised at December 31, 2013 (cash settlement) 1,255,000 TIP shares issued at December 31, 2013 (no.) 136,047,488 Under these estimates the total cost to be included in the personnel cost for 2013 is equal to 2,630,355 Euro, while the debt amounts to 2,736,155 Euro (see Note 29). At December 31, 2013 the company s headcount was as follows: December 31, 2013 December 31, 2012 White-collars 8 8 Junior managers 2 3 Managers 2 2 Total The Chairman/Managing Director and the Vice Chairman/Managing Director are not employees of the company or its subsidiaries. Note also that the company has interns and that the subsidiaries have no employees. (7) Financial income/(expense) This caption includes: Euro December 31, 2013 December 31, Gains on investments 35,078,432 4,944, Gains on securities classified as current assets 2,813,501 2,106, Sundry income 1,831, ,161 Total financial income 39,723,367 7,742, Interest and other financial expense (2,137,079) (630,529) Total financial expense (2,137,079) (630,529) Net financial income 37,586,288 6,866,969 (7).1. Gains on investments Euro December 31, 2013 December 31, 2012 Gains on the sale of investments 1,350,979 2,955,921 Gains on the liquidation of investments 31,939,467 - Dividends 1,787,986 1,988,347 Total 35,078,432 4,944, gains refer to the sale of the following investments (Euro): Page 89

90 TAMBURI INVESTMENT PARTNERS S.P.A. Assist Consulting S.r.l.. 1,039,547 Valsoia S.p.A. 302,238 Zignago Vetro S.p.A. 9,194 Total 1,350,979 On December 31, 2013 the gains on the liquidation of investments are related to the acquisition - by an important private investor from Qatar of the holding companies which control Printemps Group. In 2006, TIP had in fact acquired a minority stake in Borletti Group S.C.A. (hereafter "BG"), a company incorporated under Luxembourg law. BG is the special purpose vehicle through which TIP with other Italian and foreign investors acquired - through another corporate vehicle, Printemps Holding Lux SARL (hereafter "PHL") owned by BG at 30% and at 70% by a professional investor (RREEF) - all the shares of France Printemps S.A., a French company operating in the field of large-scale retail and management of shopping malls. In 2010 in the context of an overall restructuring of the investment also intended to acquire a portion of the loan originally granted by a third party bank in France Printemps (in this case Merrill Lynch - within an operation called "Debbie") BG has proposed - and has obtained - to interpose between the investors and BG itself an additional special purpose vehicle - Borletti Group Finance SCA, a company limited by shares incorporated under Luxembourg law (hereafter "BGF"). In the context of this transaction TIP has therefore transferred its position (shareholder loans and equity) originally held in BG, to BGF. In 2010, TIP has also increased its stake in BGF by acquiring additional shares from another shareholder and also by taking over a portion owned by this latter investor - related to both a shareholder loan (to BG) and a Profit Participating Facility Agreement (hereafter "PPFA") existing between the assignor and BG (financing related to the Debbie transaction). Here below is reported a brief outline of the group structure as a result of the transactions in INVESTORS (among which TIP with a 14,81% stake) «Class A» shares BORLETTI GROUP MANAGEMENT SA (General Partner) BORLETTI GROUP FINANCE SA «Class B» shares 100% RREEF FUND RE PARTNER (Delaware) BORLETTI GROUP SCA 70% 30% PRINTEMPS HOLDING LUX SARL PROP.CO & OP.CO (France) In the accounts of TIP at December 31, 2010 the transaction was represented as follows: Page 90

91 TAMBURI INVESTMENT PARTNERS S.P.A. Financial assets available for sale valued at fair value (participation in BGF) -acquisition cost Euro 101,924 -acquisition expenses Euro 590,184 -non interest-bearing shareholder loan Euro 7,469,826 Euro 8,161,934 Financial receivables Financial receivables from BG for PPFA (Debbie transaction) Euro 546,923 On June 13, 2013 it has been signed by BGF an agreement (subject to certain suspending conditions) with a leading operator from Qatar ("Investor") interested in acquiring all the shares of BG (and indirectly Printemps) held by BGF. This agreement has then been executed (with the simultaneous communication by BGF to TIP, which in turn has informed the market) on July 31, In particular the acquirer, in addition to acquiring a 30% stake in BG, has granted a loan to the same BG in order to provide the company with the liquidity necessary to both acquire the 70% stake in PHL held by RREEF (to arrive at 100% of PHL) and for the closing of the PPFA existing towards TIP and the other investors (related to the Debbie project), which will receive a greater sum than the one originally spent. On July 31, 2013 BGF sold to an investor all the shares of BG, which has been placed on liquidation. As a result of this transaction, BGF distributed to the shareholders the non interest-bearing loan, the credit for the PPFA (Debbie transaction) and, subsequently in several tranches, the amounts relating to the allocation of residual assets. In the accounts of TIP these transactions were represented as follows: Reimbursement of the non interest-bearing shareholder loan On August 6, 2013 BGF transferred to TIP 7,468,200 Euro as reimbursement of the shareholder loan against a credit of 7,469,826 Euro and therefore was accounted a capital loss of 1,626 Euro classified as financial cost (see Note 15). Reimbursement of the PPFA financial receivable On August 6, 2013 were credited to TIP 1,722,077 Euro related to the financial loan acquired for 546,923 Euro. It has been therefore recognised a gain on the financial loan of 1,175,154 Euro (see Note 7-7.3). Allocation of residual assets On December 31, 2013 TIP also received, as allocation of the portion of BGF s residual assets related to its participation, the first 3 tranches respectively: -On August 6, 2013 Euro 24,532,059 -On September 3, On December 11, 2013 Euro 5,925,926 Euro 1,481,481 Euro 31,939,467 Page 91

92 TAMBURI INVESTMENT PARTNERS S.P.A. On the basis of what reported above, on December 31, 2013 TIP also realised a gain of 31,939,467 Euro. It was also pointed out by the liquidators that the remaining portion of the liquidation attributable to TIP should be up to a maximum of 990,000 Euro. The value of BGF accounted in the financial statements was therefore adjusted at the end of the year taking into account the above information (see Note 15) dividends were collected from the following investees (Euro): Assist Consulting S.r.l. 86,966 Amplifon S.p.A. 410,133 Bolzoni S.p.A. 100,067 Clubtre S.p.A. 525,000 Datalogic S.p.A. 560,090 Servizi Italia S.p.A. 64,211 Valsoia S.p.A. 41,519 Total 1,787,986 (7).2. Gains on securities classified as current assets Euro December 31, 2013 December 31, 2012 Gains on the sale of securities 410, ,220 Fair value gains on securities 872, ,531 Interest 1,531, ,318 Total 2,813,501 2,106,069 (7).3. Sundry Income Euro December 31, 2013 December 31, 2012 Bank interest 158,717 9,538 Interest on loans 188, ,274 Time deposit interest 231,893 0 Profit on ETF sale Interest on bond 76,799 0 Gain on the financial loan 1,175,154 0 Extraordinary gain on IRAP refund 0 205,521 Other Total 1,831, ,161 Regarding the gain on the financial loan of 1,175,154 Euro see Note 7.1 relating to the Printemps transaction. (7).4. Interest and other financial expense Euro December 31, 2013 December 31, 2012 Bank interest, commissions and expense 218, ,621 Interest on investments 0 18,996 Interest on bonds 1,713, ,842 Losses on the sale of investments 1,626 1,378 Losses on the sale of ETF 195,694 8,595 Surety commissions and charges Interest on post-employment benefits 6,821 8,310 Other financial expense ,168 Total 2,137, ,529 Interest on bonds refer to the coupons paid to the underwriters of the partially convertible bond of capital amount equal to 40 Euro million. Page 92

93 TAMBURI INVESTMENT PARTNERS S.P.A. (8) Net impairment losses on available-for-sale financial assets Euro December 31, 2013 December 31, 2012 Impairment losses on available-for-sale financial assets (2,499,652) (87,443) Total (2,499,652) (87,443) With reference to the available for sale financial assets, consisting of non-controlling interests in listed companies, these are measured at fair value with fair value gains or losses recognized in equity. The fair value was identified as indicated in Note (14). If the fair value loss, with respect to the purchase cost, is due to impairment, an impairment loss is recognized in the profit and loss. For a detail of the adjustments please refer to Appendix 2 of this statement. As explained in the Notes to the financial statements TIP adopted, starting from 2008, a methodology aimed at evaluating the possible absence of an active market and to consider illiquid shares for which such a circumstance occurred. Monrif S.p.A., Noemalife S.p.A. and Valsoia S.p.A. s shares as at June 30, 2013, under such methodology, were considered illiquid and therefore subject to a specific valuation aimed at determining the fair value. TIP, as a result of subsequent and further analyses and of the dialogues with Consob taking into account the criticalities highlighted by the latter, considered that the actual new element introduced by IFRS 13 was the provision included at paragraph B38 according to which in the cases in which it occurs a significant decrease in the volume or level of activity for the asset or liability in relation to normal market activity for the asset or liability, further analysis of the transactions or quoted prices is needed. Consequently the factors that are indicative of a significant reduction in the volumes of activity are not necessarily indicative of the fact that the market is not active anymore and therefore able to give useful information for the price determination. Below are presented the effects relating to the review of the application of the IFRS 13 for valuation purposes, as interpreted in the consolidated half-yearly financial report on June 30, 2013 duly subject to a limited audit, and consequently the valuation effects that such a revision would have implied on the basis of what stated by the IAS 8. The valuation as at June 30, 2013 would have resulted, if compared to January 1, 2013, in 1,950,629 Euro of negative value adjustment of financial assets available for sale in the profit and loss. On December 31, 2013 impairment losses in the profit and loss are related to the securities Monrif S.p.A. for 1,950,629 Euro and to securities of the not listed investee company Solgenia S.p.A. for 545,437 Euro. (9) Current and deferred taxes Income taxes recognised in the profit and loss are detailed as follows: Euro December 31, 2013 December 31, 2012 Current taxes 270, ,333 Deferred tax expense (416,759) (81,298) Total (145,852) 790,035 Page 93

94 TAMBURI INVESTMENT PARTNERS S.P.A. The reconciliation between the theoretical and effective tax burden is shown in the following table: Amount Taxes % Amount Taxes % Reported profit before tax 27,753,520 6,011,604 Theoretical tax rate and burden 27,5% 7,632,218 27,5% 1,653,191 Permanent differences minus Dividends (1,698,586) (467,111) (2%) (1,888,929) (519,455) (9)% Tax-exempt gains (*) (31,626,289) (8,697,229) (31%) (2,353,327) (647,165) (11)% Fiscal losses 1, % (229,004) (62,976) (1)% Other permanent differences (304,475) (83,731) 0% (365,478) (100,506) (2)% (9,247,624) (1,330,102) Permanent differences plus 203,936 56,082 0% 543, ,478 2% Temporary differences Differences that will reverse in future years 5,354,717 1,472,547 5% 1,208,448 (332,323) 6% Reversal of previous years differences (1,316,905) (362,149) (1%) (730,144) (200,790) (3)% 1,110, ,533 IRES (corporate income tax) (1,632,456) 2,196, ,100 IRAP (regional business tax) 270,907 4,797, , , ,333 Variations in deferred tax assets/liabilities (416,759) (81,298) Total income taxes (145,852) 790,035 (*) The tax burden is mainly due to the application of PEX regime on capital gains on equity investments. In particular,the tax burden is reduced by the non-taxable capital gain related to the liquidation of Borletti Group. Deferred taxes recognised directly in equity The company recorded directly in equity a decrease in deferred taxes of 270,722 Euro in 2013 related to the value increase of the available-for-sale financial assets. (10) Property, plant and equipment The following table details the variations occurring in this caption: Page 94

95 TAMBURI INVESTMENT PARTNERS S.P.A. Euro Land & buildings Plant & machinery Industrial & commercial equipment Other assets Total Closing balance at ,094 99,094 December 31, 2011 Increases ,613 9,613 Decreases Decrease in accumulated depreciation 0 0 Depreciation (43,192) (43,192) Closing balance at ,515 65,515 December 31, 2012 Increases ,818 24,818 Decreases (2,856) (2,856) Decrease in accumulated depreciation Depreciation (30,867) (30,867) Closing balance at December 31, ,896 56,896 The increase in other assets refers to electronic machinery for 4,578 Euro, to furniture for 1,199 Euro, to telephone system for 18,170 Euro and to mobile phones for 871 Euro. The decreases relate to the disposal of a telephone system. (11) Goodwill and other intangible assets Goodwill of 9,806,574 Euro refers to the merger of the subsidiary Tamburi & Associati S.p.A. into TIP S.p.A. Under IAS 36, as an intangible asset with an indefinite life, goodwill should not be amortised but subject to impairment test at least annually. The recoverable amount was estimated on the basis of the value in use, calculated on the basis of the following assumptions: forecast normalised perpetual cash flows of the advisory business; terminal value based on perpetual growth rate of 2%; discount rate corresponding to unlevered cost of equity (ke unlevered) of 9.50%; reaching the conclusion that the carrying amount of goodwill was fair and recoverable. The following table illustrates the variations in Other intangible assets : Page 95

96 TAMBURI INVESTMENT PARTNERS S.P.A. Euro Patents and intellectual property rights Concessions, licenses and trademarks Opening balance at January 1, ,028 1,503 3,531 Increases Decreases Amortization (1,546) (556) (2,102) Closing balance at December 31, ,806 Increases Decreases Amortization (733) (206) (939) Closing balance at December 31, Total 12) Investments in subsidiaries Investments in subsidiaries refer to the participation in Clubsette S.r.l. and TXR S.r.l., both consolidated in TIP s financial statements at December 31, Details about each subsidiary, expressed in Euro, are the following: Name Registered office Share/quota No. of shares/ No. of shares/ capital quotas quotas owned Investment % Clubsette S.r.l. Milan 100, ,000 52, % TXR S.r.l. Milan 100, ,000 51, % On April 18, 2013 TXR S.r.l. was incorporated. with a share capital of 100,000 Euro. TXR S.r.l. is controlled by TIP with a 51% stake. The purpose of the Company consists in acquiring, holding and selling equity investments and/or financial instruments of any nature issued by the company Furn-Invest SA simplified joint stock company incorporated under French law. On April 29, 2013 TXR S.r.l. acquired of 18,939,273 shares of Furn-Invest SA (equal to % of the share capital). On July 18, 2013 Clubsette S.r.l. was incorporated with a share capital of 100,000 Euro. Clubsette S.r.l. is controlled by TIP with a 52.50% stake. The purpose of the Company consists in acquiring, holding and selling equity investments or interests in other companies for purposes of stable investment and not placement. On August 5, 2013 Clubsette S.r.l. acquired a 14% stake in Ruffini Investments S.r.l., Italian company which owns a 31.9% stake in Moncler S.p.A. (previously Moncler S.r.l.). TIP made a non-interest bearing shareholder loan of 42,066,465 Euro. (13) Equity-accounted investments in associates Investments in associates refer to: - for 35,491,346 Euro to Clubtre S.r.l. set up to acquire a relevant stake in the listed company Prysmian S.p.A.; - for 16,780,068 Euro to the investment in Gruppo IPG Holding S.r.l. (a company that Page 96

97 TAMBURI INVESTMENT PARTNERS S.P.A. holds the relative majority shares of Interpump Group S.p.A. which is considered as an associate by virtue of the existing shareholder agreements); - for 225,000 Euro to the 30% investment in Palazzari & Turries Limited, based in Hong Kong; - for Euro to the 29.97% investment in Gatti & Co Gmbh, based in Frankfurt, purchased in March 2012; - for 8,085,000 to the investment in Data Holding 2007 S.r.l.. Name Registered office Share/quota No. of shares/ No. of shares/ capital quotas Clubtre S.p.A. Milan 120, ,000 42, (1) In HKD. For details on investments in associates, please refer to Appendix 3. quotas owned Investment Gruppo IPG Holding S.r.l Milan 142,437,50 142,437,50 27,391, Data Holding 2007 S.r.l. Rome 11,218,790 11,218,790 5,240, Palazzari & Turries Limited Hong Kong 300,000 (1) 300,000 90, Gatti & Co. Gmbh Germany 35,700 35,700 10, (14) Non-current available-for-sale financial assets These financial assets refer to non-controlling interests in listed and unlisted companies. Euro December 31, 2013 December 31, 2012 Investments in listed companies 96,005,418 84,831,264 Investments in unlisted companies 13,214,142 18,841,569 Total 109,219, ,672,833 Changes in investments measured at fair value are detailed in Appendix 2. With regard to the measurement of investments in listed companies, please refer to Notes (8) and (23). With reference to the available-for-sale financial assets represented by non-controlling interests in listed companies, these are measured at fair value with fair value gains or losses recognised in equity. The fair value of investments in companies listed in an active market was identified as their stock market value at the reporting date. If a decrease in their fair value over their cost constitutes an impairment loss, this is recognised in the profit and loss. Considering what has been already reported in Note (8), the valuation at June 30, in accordance with the changes introduced by IFRS 13 - would have implied, if compared to January 1, 2013, an overall change in equity of 6,411,912 Euro of which 4,461,283 Euro as negative variation in equity of the fair value reserve and 1,950,629 Euro as negative adjustment of available for sale asset accounted in the profit and loss. Considering the absence of fair value increases recorded at June 30, 2013 if compared to January 1, 2013, as the result of evaluation criteria adopted at the time, under equal economic effect, the approved negative variation in equity (if compared to June 30, 2013) is equal to 6,865,931Euro. Regarding other investments, it is noted that concerning the liquidation process of BGF it has been specified that the remaining liquidation share of TIP should have a value up to a % Page 97

98 TAMBURI INVESTMENT PARTNERS S.P.A. maximum of 990,000 Euro. The BGF value recorded in the balance sheet has been adjusted taking into account the liquidators indications. Regarding the investment in Dafe 4000 S.p.A., the fair value has been updated at December 31, The increase was equal to 2,237,150 Euro. Regarding the variation of the investment in Ruffini Partecipazioni S.r.l., it has been considered: (i) the first registration of the cost effectively paid in cash on the closing date (80,000,000 Euro), the deferred price (subject to adjustment) discounted at the closing date (22,206,690 Euro), the conventional value attributed - since the initial registration - to the maximum value of Ruffini stake subject to retrocession by Clubsette (2% stake, evaluated in 20,596,800 Euro); (ii) the valuation at fair value as at of the investment equal to 12% (i.e. the initial investment minus the maximum retrocession percentage due according to the quota adjustment mechanism) in Ruffini Partecipazioni (whose increase is mainly due to the market price of Moncler at 31/12/2013). The measurement methods for available-for-sale financial assets related to investments in listed and unlisted companies are detailed in the following table: Method Changes in Available-for-sale financial assets are detailed as follows: Opening balance at January 1, 2013 Euro 103,672,833 Increases purchases Euro 4,372,270 Decreases sales (historical cost) Euro (7,670,413) Decreases sales (reversal of fair value) Euro (35,025,982) Increases fair value gains Euro 48,621,781 Decreases fair value losses Euro (2,251,277) Impairment losses recognised in profit or loss Euro (2,499,652) Closing balance at December 31, 2013 Euro 109,219,560 The changes are detailed as follows: Listed companies (% of total) unlisted companies (% of total) Prices listed on active markets (livello 1) 100.0% 0.0% Other valuation techniquese (livello 3) 0.0% 93.0% Purchase cost 0.0% 7.0% Total 100.0% 100.0% Carrying amount at January 1, 2013 Purchases or incorporations Sales Reversals of fair value Fair value gains Fair value losses Impairment losses recognised in profit or loss Carrying amount at December 31, 2013 Unlisted companies 18,841, ,000 (7,480,279) (32,797,634) 34,854,509 - (549,023) 13,214,142 Listed companies 84,831,264 4,027,270 (190,134) (2,228,348) 13,767,272 (2,251,277) (1,950,629) 96,005,418 Total 103,672,833 4,372,270 (7,670,413) (35,025,982) 48,621,781 (2,251,277) (2,499,652) 109,219,560 Page 98

99 TAMBURI INVESTMENT PARTNERS S.P.A. (15) Loans and receivables Euro December 31, 2013 December 31, 2012 Non-current loans and receivables 23,311,844 19,500,351 Current loans and receivables 0 37,400,000 Total 23,311,844 56,900,351 Non-current loans and receivables refer to: an interest-free loan granted to the associate Gruppo IPG Holding S.r.l. of 12,218,482 Euro; a loan granted to the associate Data Holding 2007 S.r.l. of 3,749,362 Euro, including accrued interest and interest accrued on a previous loan; an interest-free loan granted to the subsidiary TXR S.r.l. of 7,344,000 Euro; loans granted to the companies Noemalife S.p.A. and Borletti Group SCA that have been entirely reimbursed. Current loans and receivables refer to interest-bearing deposits. (16) Tax assets This caption is detailed as follows: Euro December 31, 2013 December 31, 2012 VAT 0 8,280 Ires 686,455 0 Irap 3,007 0 Revaluation of post employment benefits Other withholdings 0 12,132 Total 689,655 20,417 Tax assets (due after 12 months) Tax credits IRAP claimed for reimbursement 13,736 13,736 IRAP claimed for reimbursement for years , ,521 Total (due after 12 months) 219, ,443 (17) Deferred tax assets and liabilities The following table shows the breakdown of the caption at December 31, 2013 and December 31, 2012: Euro Assets Liabilities Net 31/12/ /12/ /12/ /12/ /12/ /12/2013 Other intangible assets 73,073 39,007 73,073 39,007 Non-current available-for-sale financial assets (791,651) (520,929) (791,651) (520,929) Current financial assets - Profit for the year 21,007 20,276 (8,969) (8,969) 12,038 11,307 Other liabilities 323, , , ,245 Total 417, ,528 (800,620) (529,898) (382,853) 304,630 Page 99

100 TAMBURI INVESTMENT PARTNERS S.P.A. Changes in tax assets and liabilities are detailed as follows: December 31, Changes through Changes in December 31, Euro 2012 profit or loss equity 2013 Other intangible assets 73,073 (34,066) 39,007 Non-current available-for-sale financial assets (791,651) 270,722 (520,929) Profit for the year 12,038 (731) 11,307 Other liabilities 323, , ,245 Total (382,853) 416, , ,630 (18) Trade receivables Euro December 31, 2013 December 31, 2012 Receivables from customers (gross of allowance For impairment) 860,962 2,771,669 Allowance for impairment (121,231) (107,407) Total 739,731 2,664,262 Trade receivables due after 12 months 0 0 Total receivables due after 12 months 0 0 The trend in trade receivables is strictly linked to the different sales mix between service revenue for success fees and that for services. The allowance for impairment amounting to 121,231 Euro has increased by 33,824 Euro and used for uncollectable receivables for 20,000 Euro. (19) Current financial assets Euro December 31, 2013 December 31, 2012 Bonds and other debt securities 32,803,312 3,753,801 Current financial assets comprise bonds held for trading. The following table shows their breakdown at December 31, 2013 by maturity and interest rate. Bonds Euro Carrying amount at December 31, 2013 % of total bonds Fixed rate bonds: Maturing between 2016 and ,803, % Total bonds 32,803, % Page 100

101 TAMBURI INVESTMENT PARTNERS S.P.A. (20) Available-for-sale financial assets Euro December 31, 2013 December 31, 2012 ETF 284,417 0 Total 284,417 0 The available-for-sale financial assets represent the market value of the ETFs at December 31, (21) Cash and cash equivalents The caption shows the balance of bank deposits based on the nominal amount of bank current accounts. Euro December 31, 2013 December 31, 2012 Bank deposits 335, ,355 Cash and cash equivalents in hand 4,734 6,021 Total 340, ,376 The following table shows the breakdown of the company s net financial position, which is compared to the consolidated net financial position at December 31, Euro December 31, 2013 December 31, 2012 A Cash and cash equivalents 340, ,376 Current financial assets 32,803,312 3,753,801 Available-for-sale financial assets (ETF) 284,418 0 B Current financial assets 33,087,730 3,753,801 Current loans and receivables 0 37,400,000 C Current financial receivables 0 37,400,000 D Total cash and cash equivalents (A+B+C) 33,428,183 42,082,177 E Financial liabilities (39,917,695) (39,904,610) F Current financial liabilities (3,379,743) (293,777) G Net financial position (indebtedness) (D+E+F) (9,869,255) 1,883,790 Current financial assets refer to financial assets held for trading. Financial liabilities refer to the issue of a partially convertible bond into TIP shares. Current financial liabilities mainly refer to a loan granted by Banco di Desio e della Brianza and to a loan granted by Banca Euromobiliare. (22) Share capital TIP s share capital consists of the following: Nominal amount in Euro Shares Number Ordinary shares 136,047, Total 136,047, During the first semester of 2013 the third Warrant TIP S.p.A. 2010/2015 exercise period Page 101

102 TAMBURI INVESTMENT PARTNERS S.P.A. expired. No. 725 warrants were exercised and consequently no. 725 newly issued ordinary TIP shares were subscribed (ratio of 1 ordinary TIP share for every warrant exercised) at a price of 1.80 Euro each, listed on the Italian stock market, at a nominal amount of 0.52 each, having a regular yield and the same characteristics as TIP s ordinary shares outstanding at the date of issuance, or an overall value of 1,305 Euro. Following this transaction, TIP s share capital is now equal to 70,744, Euro, represented by n. 136,046,763 ordinary shares with a nominal amount of 0.52 Euro each. Treasury shares held by TIP at December 31, 2013 amounted to n. 6,837,362 equal to 5,026%. Treasury shares held at No. of shares Treasury shares held at January 1, 2013 repurchased in 2013 December 31, ,791,532 4,045,830 6,837,362 The statutory and tax nature of the company s equity items is analysed hereunder. Nature/Description Amount Possibility of use Available amount Actual uses in the 3 previous years to cover losses Actual uses in the 3 previous years for other reasons Share capital 70,744,694 Legal reserve 14,148,863 B 14,148,863 Share premium reserve 92,047,087 A,B,C 92,047,087 5,341,429 Reserve for available for sale financial assets valuation 24,899,425 Other reserves 124,339 Negative goodwill 5,060,152 A,B,C 5,060,152 Retained earnings 4,810,618 A,B,C 4,810,618 IFRS reserve for bargain purchases (483,655) Reserve for repurchase of treasury shares (10,692,526) Profit for the year 27,899,373 Total 228,558, ,066,720 5,341,429 Non-distributable portion (*) 92,047,087 A: for capital increases; B: for coverage of losses; C: for distributions to shareholders * Consisting of: - the share premium reserve amount (92,047,087 Euro), which according to the article 2431 of the Civil Code, can not be distributed until the legal reserve has reached the limit established by the article 2430 of the Civil Code (14,148,939 Euro). Additional complementary information on equity at December 31, 2013 is given hereunder. Share capital Paid-up and subscribed share capital amounts to 70,744,694 Euro and consists of 136,047,488 ordinary shares with a nominal amount of 0.52 each. Legal reserve Legal reserve amounts to 14,148,863 Euro and is increased compared to December 31, 2012 following the transfer from the share premium reserve for 12,483,119 Euro needed to reach the limit defined by - art of the Italian Civil Code for the legal reserve. Following the Page 102

103 TAMBURI INVESTMENT PARTNERS S.P.A. conversion of 725 warrant in TIP in ordinary share, 76 Euro miss to achieve the limit. Share premium reserve The share premium reserve amounts to 92,047,087 Euro. From the share premium reserved were transferred 12,483,119 Euro to available for sale financial assets reserve. The share premium reserve has increased by 928 Euro following the conversion of 725 warrants. Reserve for available for sale financial assets valuation The reserve is positive and amounts to 86,432,785 Euro. It is an unavailable reserve because it shows the fair value gains/losses on the purchase cost of investments. Other reserves They amount to 124,339 Euro and are composed of employees benefits reserve for 19,905 Euro, and a reserve relating to the option connected with the convertible bonds for 104,434 Euro. During 2012, TIP resolved to issue partially convertible bonds ( PCB ) to ordinary shares of 40,000,000 Euro. The conversion rate is equal to 20% of the nominal value. In 2012, the PCB was entirely placed. As the PCB is a structured financial instrument, TIP has measured separately the two financial liability and equity components on the basis of indications provided by IAS 32. At September 30, 2013 the liability component was equal to 39,918,604 Euro. The Equity component is equal to the difference between the present value of the cash flows at issuance and the liquidity deriving from the subscription of the convertible component of the PCB. The value of the equity component is equal to 104,434 Euro and will not change until the PCB maturity date. Negative goodwill This caption amounts to 5,060,152 Euro. It derives from the merger of SeconTip S.p.A. into TIP on January 1, Retained earnings The retained earnings amount to 4,810,618 Euro. IFRS reserve for bargain purchases This reserve is negative and amounts to 483,655 Euro, unchanged from December 31, Reserve for repurchase of treasury shares This reserve is negative and amounts to 10,692,526 Euro. It is an unavailable reserve. (23) Reserves Details about changes in the reserve for available for sale financial assets valuation, which represents the total amount of income and expenses directly recognised in equity is shown in the following table: Page 103

104 TAMBURI INVESTMENT PARTNERS S.P.A. Euro Carrying amount at January 1, 2013 Fair value gains Reversals of fair value Fair value losses Carrying amount at December 1, 2013 Investments 14,075,830 48,621,781 (32,025,982) ( ) Tax effect: deferred tax assets and liabilities (791,649) 270,722 (520,927) Total reserves 13,284,181 11,615,244 24,899,425 The table shows the unrealised fair value gains between between January 1, 2013 (adjusted of the value of investments accounted by using the equity method) and December 31, 2013, net of the potential tax burden calculated at the reporting date, which is recognised against equity under the reserve for available for sale financial assets. The amount of 11,615,244 Euro is derived from the sum of 48,621,781 Euro fair value gains, (32,025,982) Euro reversals of fair value which shows the total fair value gains realised through the sale of available-forsale financial assets during 2013 and (2,251,277) fair value losses, net of the related tax effect of 270,722 Euro. For details and changes in other equity items, please refer to the specific statement. (24) Profit for the year Basic earnings per share At December 31, 2013 basic earnings per share amounted to 0.21 Euro. The balance has been calculated based on the profit for the year equal to 27,899,373 Euro divided by the number of ordinary shares outstanding at December 31, 2013 (129,210,126), calculated taking into account both treasury shares owned at the same date and new shares (6,714,552) related to the warrant exercise occurred in February Diluted earnings per share At December 31, 2013 diluted earnings per share amounted to 0.19 Euro. This amount represents the profit for the year (27,899,373) divided by the number of ordinary shares outstanding at December 31, 2013 (129,210,126) calculated taking into account treasury shares owned at the same date, increased by the number of new shares that the company may issue under the stock option plan (5,000,000 shares, see Note (6), as well as and new shares (6,714,552) related to both the warrant exercise occurred in February 2014 and the warrant which has not been exercised yet (5,102,273). (25) Post-employment benefits At December 31, 2013 the balance of this caption refers to the post-employment benefits payable to all employees at the end of the employment relationship. The liability is based on actuarial valuations. Post-employment benefits Euro December 31, 2013 December 31, 2012 Opening balance 163, ,579 Increase 54,395 54,813 Transfers to pension funds (21,542) (22,105) Utilization (33,565) (46,973) Total 162, ,314 Page 104

105 TAMBURI INVESTMENT PARTNERS S.P.A. (26) Financial liabilities Financial liabilities equal to 39,917,695 Euro and refer to the issuance of bonds convertible into Tamburi Investment Partners S.p.A. ordinary shares. For details regarding the issuance, please see Note (23) Reserves. (27) Current financial liabilities This caption amounting to 3,379,743 Euro consists of a loan granted by Banca Euromobiliare (2,214,743 Euro) and a financial debt towards Banco Desio e della Brianza (1,165,000 Euro). (28) Tax liabilities The caption is detailed in the following table: Euro December 31, 2013 December 31, 2012 IRES 0 309,399 IRAP 0 81,235 VAT 103,162 0 Withholdings 98,955 79,004 Substitute tax on post-employment benefits 0 0 Other 0 32,427 Total 202, ,065 (29) Other liabilities This caption mainly consists of amounts payable to directors and employees. Euro December 31, 2013 December 31, 2012 Amounts payable to directors and employees 8,148,271 2,361,173 Amounts payable to social security institutions 61,364 60,588 Other 246, ,257 Total 8,456,409 2,671,018 (30) Financial instruments Financial risk management Considering the nature of its business, the company is exposed to various types of financial risks and, in particular, to market price risk in terms of changes in the fair value of its investments and, marginally, to interest rate risk. The financial risk management policies adopted by the company are detailed below: Interest rate risk The company is exposed to interest rate risks as regards its current financial assets consisting of bonds held for trading. Price risk Considering the nature of its business, the company is exposed to market price risk in terms of changes in the fair value of its investments. As regards investments in listed companies, there is no instrument for an efficient hedging of Page 105

106 TAMBURI INVESTMENT PARTNERS S.P.A. a portfolio with characteristics such as that held by the company (small-mid caps with certain characteristics). With regard to unlisted companies, the risks associated with: (a) (b) (c) measurement of such investments, given (i) the absence in such companies of control systems similar to those required for companies with listed securities, with the consequent lack of an information flow at least equal to that available for the latter in terms of quantity and quality and (ii) the difficulty of performing independent checks in such companies and, therefore, of assessing the thoroughness and accuracy of the information they provide; the possibility of influencing the management of such investees and aiding their growth, which is the prerequisite for investment, based on the company s relations with the management team and shareholders, and therefore subject to the verification and development of such relations; the monetization of such investments, which are not traded in a regulated market; have not been hedged via specific derivatives since such instruments do not exist. The company seeks to minimize the risk albeit in a merchant banking activity, which is therefore risky by definition via careful analysis of the company and its sector of reference at the time of entry into its capital, plus attentive monitoring of the development of investee s business also after entry into their capital. Credit risk The company s exposure to credit risk depends on the specific characteristics of each customer as well as on the type of activity performed. Before accepting an engagement, thorough analyses are performed of the customer s credit worthiness drawing on the wealth of knowledge and contacts enjoyed by the company. In the case of advisory activity concerning restructuring transactions, the credit risk is higher. Liquidity risk The company s approach to liquidity management is to ensure that, as far as possible, there are always sufficient funds to honour its obligations on due date. Historically, because of the nature of its business, the company has never resorted to debt. In 2013, the company partially used the credit lines granted by Banco di Desio and Banca Euromobiliare S.p.A. to cover temporary liquidity requirements. At December 31, 2013 the credit line granted by Banco di Desio amounted to 20 Euro million while the one granted by Banca Euromobiliare amounted to 10 Euro million. Both the credit lines are unsecured. Capital management The Board of Directors policies for capital management envisage maintenance of a high level of equity in order to maintain a trust-based relationship with investors, thus permitting business growth. Page 106

107 TAMBURI INVESTMENT PARTNERS S.P.A. The company repurchases its own shares on the market with timing that depends on market prices and in compliance with the relevant regulations. (31) Investments in the company held by members of the Board of Directors, Supervisory Body and CEOs The following tables show the financial instruments of TIP directly or indirectly, including via trustees, held by members of the Board of Directors and of the Board of Statutory Auditors at the reporting date (as reported by them). The table also shows the financial instruments purchased, sold and effectively owned by the above parties during Name and Surname Position Board of Directors No. shares held as of December 31, 2012 No. shares purchased in 2013 No. of shares attributed from exercise of warrant in 2013 No. shares Sold in 2013 No. shares held as of December 31, 2013 Giovanni Tamburi (1) Chairman and Managing Director 8,544, ,601 8,876,865 Vice Chairman Alessandra Gritti (2) and Managing 1,558,395 1,513,395 Director Cesare d Amico (3) Vice Chairman 14,125, , ,000 14,575,000 Claudio Berretti Executive Director and General Manager 356, , ,849 Paolo d'amico (4) Director 14,125,000 14,125,000 Alberto Capponi Director 0 0 Giuseppe Ferrero Director 4,517, ,707 4,818,519 Manuela Mezzetti Director 0 0 Bruno Sollazzo Director 0 0 Page 107

108 TAMBURI INVESTMENT PARTNERS S.P.A. Name and Surname Position No. warrants held as of December 31, 2012 No. warrants purchased in 2013 No. warrants sold in 2013 No. warrants exercised in 2013 No. warrants held as of December 31, 2013 Chairman and Giovanni Tamburi (1) Managing Director 159, ,805 Vice Chairman Alessandra Gritti (2) and Managing 150, ,047 Director Cesare d Amico (3) Vice Chairman 500, ,624 Executive Claudio Berretti Director and 7,015 7,015 General Manager Paolo d'amico (4) Director 0 0 Alberto Capponi Director 0 0 Giuseppe Ferrero Director 440, ,976 Manuela Mezzetti Director 0 0 Bruno Sollazzo Director 0 0 (1) Giovanni Tamburi holds TIP shares and TIP warrants partly directly and partly through Lippiuno S.r.l., company of which he owns 85.75%. (2) Alessandra Gritti during December 2013 donated no. 45,000 TIP shares to a relative. (3) Cesare d Amico holds TIP shares and TIP warrants through d'amico Società di Navigazione S.p.A., in which he has an investment (directly and indirectly) of 50%. Purchases of TIP shares during the first half of 2013 were made by the family group of Cesare d'amico. (4) Paolo d Amico holds TIP shares and TIP warrants through d'amico Società di Navigazione S.p.A., in which he has an investment (directly and indirectly) of 50%. Name and Surname Position Statutory Auditors No. shares held as of December 31, 2012 No. shares purchased in 2013 No. of shares attributed from exercise of warrant in 2013 No. shares Sold in 2013 No. shares held as of December 31, 2013 Giorgio Rocco Chairman 1,200,000 1,200,000 Enrico Cervellera Standing statutory auditor 0 0 Silvia Chiavacci Standing statutory auditor 0 0 Emanuele Cottino Substitute statutory auditor 0 0 Andrea Mariani Substitute statutory auditor 0 0 Page 108

109 TAMBURI INVESTMENT PARTNERS S.P.A. No. No. No. No. No. warrants warrants Name and warrants warrants warrants Position held as of held as of Surname purchased sold exercised December December in 2013 in 2013 in , , 2013 Giorgio Rocco Chairman 0 0 Enrico Cervellera Standing statutory auditor 0 0 Silvia Chiavacci Standing statutory auditor 0 0 Emanuele Cottino Substitute statutory auditor 0 0 Andrea Mariani Substitute statutory auditor 0 0 (32) Corporate bodies fees (for any reason and in any form) The following table shows the fees, expressed in Euro, paid to members of corporate bodies during Charge in TIP Fee 31/12/2013 Directors 6,210,834 Statutory Auditors 64,.250 Fees of the Supervisory Body amounted to 3,000 Euro. TIP also has signed with Chubb Insurance Company of Europe SA a D&O and a Professional liability insurance policies for directors and statutory auditors of TIP, its subsidiaries, as well as subsidiaries in which TIP has representation in the governing bodies and the Executive Director to cover any damage caused to third parties by the insured in the exercise of their functions. (33) Related party transactions The following table shows the data relative to transactions with related parties carried out in the year specifying the amount, the type and the counterparties. Balance at December 31, 2013 Balance at December 31, 2012 Party Type Clubtre S.p.A. Revenues 50,687 50,000 Clubtre S.p.A. Trade receivables 50,687 50,000 Clubsette S.r.l. Revenues 25,000 0 Clubsette S.r.l. Trade receivables 25,000 0 TXR S.r.l. Revenues 30,550 0 TXR S.r.l. Trade receivables 30,550 0 Servizi resi a società riferibili a Consiglieri di Amministrazione Revenues for services 90, ,944 Servizi resi a società riferibili a Consiglieri di Amministrazione Trade receivables 54, ,650 Data Holding 2007 S.r.l. Loans and receivables 3,749,362 3,640,928 Data Holding 2007 S.r.l. Financial expense 108, ,396 Gatti&Co Gmbh Trade payables 14,460 50,325 Gruppo IPG Holding S.r.l. Loans and receivables 12,218,482 12,970,842 Gruppo IPGH Holding S.r.l. Revenues 55,000 55,000 Page 109

110 TAMBURI INVESTMENT PARTNERS S.P.A. Gruppo IPGH Holding S.r.l. Trade receivables 30,000 25,000 Palazzari &Turries Ltd Revenues 0 19,600 Palazzari & Turries Ltd Trade receivables 0 10,000 Palazzari & Turries S.r.l. Revenues 13,515 9,600 Palazzari & Turries S.r.l. Trade receivables 3,915 2,400 Borletti Group Loans and receivables 0 546,923 Lippiuno S.r.l. Costs (services provided) 2,784,621 1,434,717 Lippiuno S.r.l. Trade payables 2,317,621 1,000,717 Lippiuno S.r.l. Revenue (from services provided) 1,000 1,000 Lippiuno S.r.l. Trade receivables 1,000 1,000 Giovanni Tamburi Revenue (from services provided) 4, Giovanni Tamburi Trade receivables 4, Revenue (from services Alessandra Gritti provided) Alessandra Gritti Trade receivables Claudio Berretti Revenue (from services provided) Claudio Berretti Trade receivables The services to all the above listed parties were provided at market terms and conditions. (34) Corporate Governance For its corporate governance, TIP adopts, as its model of reference, the rules of the Italian Corporate Governance Code in the new version promoted by Borsa Italiana S.p.A. The report on Corporate Governance and Ownership Structure referred to 2012 is approved by the Board of Directors and published annually on TIP s website in the Corporate Governance section. On behalf of the Board of Directors The Chairman Giovanni Tamburi Milan, March 4, 2014 Page 110

111 TAMBURI INVESTMENT PARTNERS S.P.A. APPENDICES Page 111

112 TAMBURI INVESTMENT PARTNERS S.P.A. Statement of the manager in charge of financial reporting pursuant to Article 81-ter of CONSOB Regulation no of 14 May 1999 as subsequently amended and supplemented. 1. The undersigned, Alessandra Gritti, in her capacity as Managing Director, and Claudio Berretti, in his capacity as Manager in charge of financial reporting of Tamburi Investment Partners S.p.A., confirm, also taking into account the requirements of Article 154-bis, paragraph 3 and 4 of Italian Legislative Decree no. 58 of 24 February 1998: the appropriateness in relation to the company s characteristics and the effective application in the year to which the financial statements refer. of the administrative and accounting procedures adopted in the preparation of the financial statements as at and for the year ended 31 December No significant aspects emerged in this respect. 2. They also state that: a) the financial statements at 31 December 2013 are consistent with accounting records and entries; b) the financial statements at 31 December 2013 were drawn up in compliance with the International Financial Reporting Standards (IFRS) and relative interpretations published by the International Accounting Standards Board (IASB) and endorsed by the European Commission through regulation no. 1725/2003 and subsequent amendments, in conformity with regulation no. 1606/2002 of the European Parliament and, to the best of their knowledge, are appropriate for the purpose of providing a true and fair view of the financial position, results of operations and cash flows of Tamburi Investment Partners S.p.A.; c) the directors report includes a reliable analysis of the significant events that occurred during the year and their effects on the financial statements, jointly with a description of the main risks and uncertainties. The directors report also includes a reliable analysis of the information about significant related party transactions. The Managing Director Manager in charge of financial reporting Milan, March 4, 2014 Page 112

113 TAMBURI INVESTMENT PARTNERS S.P.A. Appendix 1 List of investments Company name Registered office Share/Quota Number of Equity Profit (loss) No. of Investment Share of Carrying capital outstanding shares/quotas (Euro amount) for the year shares / quotas owned % equity amount Subsidiaries Clubsette S.r.l. Milan via Pontaccio 10 Euro 100, ,000 66,130 (33,871) 52, ,718 42,118,965 TXR S.r.l. Milan via Pontaccio 10 Euro 100, ,000 90,257 (9,742) 51, ,031 51,000 Associates Clubtre S.p.A. (1) Milan via Pontaccio 10 Euro 120, , ,888,726 3,922,116 42, ,611,054 63,602,170 Data Holding 2007 S.r.l. (2) Rome via della Nocetta 109 Euro 11,218,790 11,218,790 19,639,313 (222,953) 5,240, ,173,966 5,029,240 Gatti & Co. GmbH (2) Frankfurt am Main Bockenheimer Landstr Euro 35,700 35, ,524 (28,353) 10, , ,349 Gruppo IPG Holding S.r.l. Milan via Appiani 12 Euro 142, ,438 95,339,155 3,436,711 27, ,334,482 18,758,980 Palazzari & Turries Limited (3) Hong Kong 88 Queen's Road Euro 300, , ,718 71,519 90, , ,179 Other companies Borletti Group Finance S.C.A. (4) Luxembourg Bvd. Grande-Duch. Charlotte Euro 31,000 31,000 (61,125) (52,270) 1, (3,786) 990,000 Dafe 4000 S.p.A. (5) Milan Piazza Eleonora Duse, 2 Euro 5,330,000 5,330,000 49,981,546 (19,643) 956, ,966,717 11,263,329 Other unlisted companies Euro 960,813 (1) It is noted that on has taken place the registration in the Companies Register of the transformation of Club3 S.r.l. in company limited by shares (S.p.A.) with a consequent increase in the share capital of 120,000 Euro. On TIP continues to hold 35% of the share capital. Values of equity and profit data are updated at (prior to transformation into S.p.A.). (2) Values of equity and profit data are updated at (data at not available at the time of preparation of these 2013 financial statements). (3) Share capital in Hong Kong dollars. Equity and profit data updated at (data at not available at the time of preparation of these 2013 financial statements). It is noted that the equity amount has been converted at a currency exchange rate HKD/EUR equal to (on ) while the profit for the year has been converted using an average currency exchange rate 2012 equal to (4) At , the share capital of Borletti Group Finance SCA consisted of 12,960 category A shares and 18,040 category B shares with a nominal amount of 1.00 Euro. TIP owns 14.81% of category A shares reserved to financial investors. Borletti management owns 100% of category B shares. Equity and profit data are updated at (company reporting date). The company currently is on liquidation. (5) At the share capital of Dafe 4000 S.p.A. consisted of 4,339,668 category 1 shares, 956,205 category 2 shares and 34,127 category 3 shares. TIP owns 100% of category 2 shares. Intercos S.p.A. share capital consisted of 5,330,000 category A shares, 50,193 category B shares and 5,330,000 category D shares. Dafe 4000 S.p.A. owns 100% of the category D shares. Values of equity and profit data are updated at (6) The Company is the holding that controls Roche Bobois Groupe. Values of equity and profit data updated to The investment in Furn Invest is carried out by means of TXR Srl of which TIP owns 51% stake. (7) Data referring to Investment in Ruffini Partecipazioni is carried out by means of Clubsette Srl of which TIP owns 52.5% of the capital. Page 113

114 TAMBURI INVESTMENT PARTNERS S.P.A. Company name Registered office Share/Quota Number of Equity Profit (loss) No. of Investment Share of Carrying Listed companies capital outstanding shares/quotas (Euro amount) for the year shares / quotas owned % equity amount Amplifon S.p.A. (2) Bolzoni S.p.A. (2) Datalogic S.p.A. (2) M&C S.p.A. (2) Monrif S.p.A. (2) Noemalife S.p.A. (2) Servizi Italia S.p.A. (2) Valsoia S.p.A. (2) other listed companies Milan via Ripamonti, 133 Euro 4,482, ,100, ,652,228 17,277,022 9,538, ,625,925 38,514,589 Casoni di Podenzano (PC) via 1 maggio, 103 Euro 6,498,479 25,993,915 40,369,291 1,672,669 2,054, ,189,944 5,895,023 Lippo di Calderara (BO) via Candini 2 Euro 30,392,175 58,446, ,725,000 6,128,000 3,733, ,248,617 30,916,982 Turin Via Valeggio 41 Euro 80,000, ,159,596 85,991,990 (1,801,973) 16,450, ,983,392 2,622,196 Bologna via Mattei 106 Euro 78,000, ,000,000 90,491,359 (9,137,631) 13,770, ,307,654 6,059,199 Bologna via Gobetti 52 Euro 3,974,500 7,643,270 20,569,778 (1,907,707) 1,248, ,360,011 4,482,133 Castellina di Soragna (PR) via S. Pietro 59b Euro 27,406,805 27,406, ,642,324 9,220, , ,867,942 1,966,917 Bologna via Ilio Barontini, 16/5 Euro 3,450,409 10,455,784 27,009,000 4,490, , ,965 2,052,240 Euro 3,496,138 (2) Equity and profit data updated at (data at not available at the time of preparation of these 2013 financial statements). Page 114

115 TAMBURI INVESTMENT PARTNERS S.P.A. Appendix 2 Changes in available for sale financial asset (at fair value) Balance at increases decreases Euro Number of Cost Fair value Increase Impairment Carrying amount Purchases / Reclassifications fair value decreases fair value reversal ImpairmentCarrying amount shares gains (losses) (decrease) losses of fair value incorporation gains losses fair value losses Non-listed companies Borletti Group Finance SCA 1,920 8,026, ,000 8,116,934 45,000 32,237,359 (7,469,826) (31,939,467) 990,000 Dafe 4000 S.p.A. 956,205 9,026,179 9,026,179 2,237,150 11,263,329 Other equity instruments and unlisted companies (1) 1,201, ,292 82,800 (152,496) 1,698, , ,000 (10,453) (858,167) (549,023) 960,813 Total non-listed companies 18,254, , ,800 (152,496) 18,841, , ,854,509 (7,480,279) 0 (32,797,634) (549,023) 13,214,142 Listed companies Amplifon S.p.A. 9,538,036 34,383, , ,880 35,805,787 2,708,802 38,514,589 Bolzoni S.p.A 2,054,015 5,060,046 1,223, ,101 (1,450,895) 5,051, , ,485 5,895,023 Datalogic S.p.A 3,733,935 18,491,558 6,823,766 (652,683) 24,662,641 6,254,341 30,916,982 M&C S.p.A. 16,450,417 2,470, ,190 2,747,220 (125,024) 2,622,196 Monrif S.p.A 13,770,907 11,018,680 2,139, ,944 (5,945,283) 7,379, ,984 2,259,503 (2,139,882) (1,950,629) 6,059,199 Noemalife S.p.A 1,248,505 1,798,254 1,339,916 1,272,314 4,410,484 2,195,402 (2,123,753) 4,482,133 Servizi Italia S.p.A. 493,952 2,251,841 61, ,008 (1,241,564) 1,594, ,440 1,966,917 Valsoia S.p.A 204,000 1,080, ,389 1,560, ,872 (169,653) (78,997) 2,052,240 Other listed companies 4,756, ,514 (1,476,288) (1,903,402) 1,619,888 1,157, ,828 (20,481) (2,500) (9,469) 3,496,138 Total listed companies 81,310,592 13,509,540 1,204,959 (11,193,827) 84,831,264 4,027, ,767,271 (190,134) (2,251,277) (2,228,348) (1,950,629) 96,005,418 Total investments 99,565,565 14,075,832 1,377,759 (11,346,323) 103,672,833 4,372, ,621,780 (7,670,413) (2,251,277) (35,025,982) (2,499,652) 109,219,560 (1) Other equity instruments refer to Venice Shipping and Logistic S.p.A. Page 115

116 TAMBURI INVESTMENT PARTNERS S.P.A. Appendix 3 Key financials summary from the draft financial statements at 31 December 2013 of the subsidiaries Clubsette S.r.l. TXR S.r.l. ASSETS Fixed assets 123,687,091 14,370,364 Net working capital 133, ,921 Accrued income and prepaid expenses 41 Totale assets 123,820,486 14,541,326 LIABILITIES Equity 66,130 90,257 Debt 123,754,356 14,451,069 Total liabilitires 123,820,486 14,541,326 INCOME STATEMENT Revenues Production costs -33,499-51,101 Ebitda -33,499-51,101 Depreciation and amortization Ebit -33,886-51,835 Financial income 15 42,093 Financial expenses Ebt -33,871-9,742 Taxes Net income/(loss) -33,871-9,742 Page 116

117 TAMBURI INVESTMENT PARTNERS S.P.A. Appendix 4 Changes in equity-accounted investments Balance at increases decreases Balance euro No. of Cost Reversal Share of Shareholders loeans Decreases Fair value Carrying Purchases / Share of Shareholders loeans Fair value (decreases (losses)) at shares/quotas of impairment losses profit (loss) of in future capital or gains amount incorporation profit (loss) of in future capital gains or refunding of revaluations (impairment losses) equity-accounted investments increase reimbursment (losses) equity-accounted investments increase (losses) Clubtre S.p.A. 42,000 17,500 41,948,846 41,966,346 24,500 (24,500) (6,475,000) 35,491,346 Data Holding 2007 S.r.l. 5,240,550 8,085,000 8,085,000 8,085,000 Gatti & Co Gmbh 10, , , ,000 Gruppo IPG Holding s.r.l. 27,392 17,000,637 (220,568) 16,780,069 16,780,069 Palazzari & Turries Limited 90, , , ,000 Total 25,603, ,948,846 (220,568) 0 67,331,415 24,500 0 (24,500) 0 (6,475,000) 60,856,415 (1) Refers to the actualization of the receivable for the interest-free loan. (2) The increase in the fair value refers to the change in fair value of the investment in Prysmian S.p.A. Page 117

118 TAMBURI INVESTMENT PARTNERS S.P.A. Appendix 5 Loans and receivables euro Balance at Increases Decreases Interests Present Value Balance at Borletti Group SCA 546,923 (546,923) 0 Data Holding 2007 S.r.l. 3,640, ,434 3,749,362 Gruppo IPG Holding S.r.l. 12,987,714 (769,232) 12,218,482 Noemalife S.p.A. 2,324,787 (2,324,787) 0 TXR S.r.l. 7,344,000 7,344,000 Total 19,500,352 7,344,000 (3,640,942) 108, ,311,844 Page 118

119 TAMBURI INVESTMENT PARTNERS S.P.A. Report of the Board of Statutory Auditors to the Shareholders Meeting of Tamburi Investment Partners S.p.a. pursuant to article 2459 of the Italian Civil Code and article 153 of the Legislative Decree 56/1998 (Translation from the Italian original, which remains the definitive version) Dear Shareholders, In the financial year closed on 31 of December 2013, the Board of Statutory Auditors reported its own activities pursuant to article 149 of Legislative Decree n.58 of 1998 (TUF), according to the Behavioral Principles supplied by the Italian Boards of Professional Accountants and Auditors and taking into account CONSOB s communications. In drafting this report the Board took into account notice no. DEM/ of 6 April 2001, as further amended and extended by notice no. DEM/ of 4 April 2003 and notice no. DEM/ of 7 April Evaluations on the most significant economic, financial and capital transactions carried out by the Company on the accordance with the Company s by-laws. The most relevant fact in 2013 concerning to the Company s outcomes is the settlement of Borletti Group Finance S.C.A. quotas related to the divestment of the shares in Printemps, which has resulted in a capital gain of over 31 Million Euros. Among the new investments, ones of the most important are the purchase, via club deal, of a share in Furn Ivestment S.a.s., which is holding of Roche Bobois Group, and the purchase of a share in Ruffini Partecipazioni S.r.l., which holds 31.9% of Moncler. It is worth noting the second step of the Noemalife capital increase. In 2013 the Company carried on purchasing treasury shares in accordance with the Law and the Shareholders decisions. Advisory activity generated a turnover of about 4.3 Million Euros. With regard to the Financial Statement it is worth noting that the constitution in 2013 of TXR S.r.l. and Clubsette S.r.l. brought to the decision of choosing a Consolidated Financial Statement. Goodwill has been evaluated by impairment test in accordance to IAS 36 reaching the conclusion that the value is adequate and recoverable. Regarding interests evaluation whose parameters are fully descripted in the Financial Statement Notes the associates companies Club3 S.p.a., Gruppo IPG Holding S.r.l., Gatti & Co. Gmbh, Page 119

120 TAMBURI INVESTMENT PARTNERS S.P.A. Palazzari & Turries Limited and, after the complement of its turnaround process, Data Holding 2007 S.r.l. have been evaluated by equity method. Other interests financial activities available for not currently on sale listed and unlisted have been evaluated on fair value. The Board of Statutory Auditors gained appropriate information on quarterly basis from the Administrators regarding activities carried out by the Company and regarding the most relevant operations concerning Finance, Assets and Incomes. The Board of the Statutory Auditors maintains that the transactions are in accordance with the Law and with the Company s by-laws ensuring that they were carried out in the Company s interest. According to the Board these transactions were not manifestly imprudent or risky, in potential conflict of interests, in breach of the resolutions passed by the Shareholders Meeting or susceptible to compromising the integrity of the Company s assets and equity. Operations with related parties On 10 November 2010 The Board of Directors approved the Practice for operations with related parties as an implementation of the Self-Regulation Code approved by CONSOB with notice no. DEM/17221 of 12 March 2010, as further amended and extended. The Board of Statutory Auditors considers the practices adopted by the Company in compliance with the principles of the CONSOB Regulation Code. The Board did not find any unusual or atypical transactions carried out with third parties. The Board did not find any unusual or atypical transactions carried out with related parties. Transactions relating to supply of services and loans were carried out by TIP with related companies. Intra-group and related parties transactions are fully described in the Explanatory Note no. 33 of the Consolidated Financial Statement. On 7 March 2013 KPMG S.p.a. Auditing Services released 1 ) annual financial Statement pursuant to article 14 of the Legislative Decree no. 30/2010 without notes; 2) annual communication of independence pursuant to article 17 of the Legislative Decree no.39/2010, which confirms the absence of risks. Denunciations pursuant to article 2408 of the Civil Code No denunciations pursuant to article 2408 of the Civil Code have been presented. Page 120

121 TAMBURI INVESTMENT PARTNERS S.P.A. Protests No protests have been registered. New assignments to the Advisory Company or to other related companies Apart from the auditing and certification services no other assignments have been given to KPMG S.p.a. Comments During its course of business the Board expressed favorable comments on the following issues: - proposal to purchase its own shares; - remuneration to administrators pursuant to article 2389, comma 3 of the Civil Code. - reallocation of n Options as descripted in the TIP Pay-for-Perfomance-Plan 2011/2014. Board of Statutory Auditors meetings No. 5 meetings of the Board of Statutory Auditors and no. 8 meetings of the Board of Directors were held. The entire Board, or a part of it, attended all the above meeting. During the performance of the activities, meetings of the Remuneration Committee (no. 3 meetings) and Internal Control Committee (no. 5 meetings) were regularly held. The Board, or one of its components, attended the Committees meetings. Good Practice The Board took into account and oversaw, insofar as falls within its competencies, the principles of correct administration, via direct observations, gathering information from the managers attending meetings with Management Board, with the Internal Audit and with the persons responsible for bookkeeping. The Board maintains that governance tools adopted by the Company according to its size respect principles of good practice. Pursuant to article 19 of the Legislative Decree no.39/2010, the Board in particular oversaw: - financial reporting, - annual statutory audit - independence of the external auditing firm, especially concerning no-auditing services No significant aspects emerged. Page 121

122 TAMBURI INVESTMENT PARTNERS S.P.A. Company s internal control system The Board acquired knowledge and oversaw, insofar as falls within its competencies, the adequacy of the company s internal control system. No significant aspects emerged. Company s administrative-accounting system The Board assessed and oversaw the adequacy of the company s internal control system, the administrative-accounting system and the reliability of the latter in representing the company s operations. No significant aspects emerged. The Board maintains that the administrative-accounting system is reliable to represent the company s operations. The Company regularly nominated the Manager responsible for bookkeeping, pursuant to article 154-bis TUF. The Board examined the periodic reports and the annual reports delivered by the internal audit. No critical issues of any significance emerged. In the context of Adequacy examination of the Internal Audit System pursuant to Legislative Decree 231/2001, which disciplines entities commitments for administrative incorrect acts leading to illegalities, the Board note that TIP has adopted an organizational model, which prevents the perpetration of the offences, which could be ascribed to the Company. This Organizational Model is regularly reviewed in order to taking into account operative experience and new laws, which provide other kinds of penalties for the same acts. A specific Supervisory Body ensures the appropriate working practice and adherence to the Organizational Model. Subsidiaries Pursuant to art. 114, comma 2 TUF, the Company gave its subsidiaries all the dispositions in order to communicate the required information to fulfill the obligations pursuant to the law. Meetings with Auditors The Board regularly held meetings with the Auditors in order to exchange each other useful notices pursuant to art. 150, comma 3 TUF. No critical issues of any significance emerged. Page 122

123 TAMBURI INVESTMENT PARTNERS S.P.A. Self-Regulation Code of listed Companies Concerning the Corporate Governance and the procedures for the proper implementation of the rules entrenched by Borsa Italiana in the Self-Regulation Code, Company s procedures of access are fully descripted in the Report presented at the Shareholders Meeting. The contents are approved by the Board. In the Financial Statement and in the Remuneration Report (pursuant to article 123-Ter T.u.f.) the Company issued information related to remuneration requested by CONSOB via Notice DEM/ of the 24 February Board s assignments Pursuant to art. 144 quinquiesdecies of Issuers Norms, approved by CONSOB with deliberation 11971/99, the administration and control assignments held by the components of the Board by the Companies disciplined in Title V, Book V, Chapter V, VI and VII of the Civil Code, are published by CONSOB and available on its website within the limits disciplined in art. 144 quaterdecies of Issuers Norms. Final evaluations Concerning supervisor and control activities carried out in 2013, as described above, the Board of Statutory Auditors has no observations to formulate with respect to omissions, irregularities and negligence and there are no considerable facts which have to be reported in the Shareholders Meeting Report or to be brought to Supervisory Bodies. It has been decided not to report any other issue due to art.153, comma 1 TUF. Proposals to the Shareholders The Board has no proposals to bring to the Shareholders Meeting, pursuant to art.153, comma 2 TUF. Considering the contents of financial statements as at 31 December 2013 showing a net profit of Euro for that year, the Board of Statutory Auditors has no observations to formulate with respect to the proposal of the Board of Directors relating to the allocation of the profit. Milan, 07/03/2014 The Board of Statutory Auditors (signed on the original) *** Page 123

124 TAMBURI INVESTMENT PARTNERS S.P.A. Page 124

125 TAMBURI INVESTMENT PARTNERS S.P.A. Page 125

126 TAMBURI INVESTMENT PARTNERS S.P.A. Page 126

127 TAMBURI INVESTMENT PARTNERS S.P.A. Page 127

128 TAMBURI INVESTMENT PARTNERS S.P.A. Page 128

129 TAMBURI INVESTMENT PARTNERS S.P.A. Page 129

130 TAMBURI INVESTMENT PARTNERS S.P.A. Page 130

131 TAMBURI INVESTMENT PARTNERS S.P.A. Page 131

132 TAMBURI INVESTMENT PARTNERS S.P.A. Page 132

133 TAMBURI INVESTMENT PARTNERS S.P.A. Page 133