Azimut Holding S.p.A.

Consolidated interim financial report at 31 March 2019

Consolidated interim financial report at 31 March 2019 Azimut Holding S.p.A. 4 Gruppo Azimut Contents

Company bodies 7

Azimut Group's highlights and indicators 9

Management report 11

Consolidated financial statements 23

Basis of preparation 37

Statement pursuant to article 154-bis, paragraph 2 of the Consolidated Law on Finance 49

Consolidated interim financial report at 31 March 2019 5 6 Gruppo Azimut Company bodies

Board of Directors Pietro Giuliani Chairman Paolo Martini Chief Executive Officer and Managing director Gabriele Blei Chief Executive Officer Massimo Guiati Chief Executive Officer Giorgio Medda Chief Executive Officer Alessandro Zambotti Chief Executive Officer Mirella Pardi (*) Director Ambra Zironi (*) Director Anna Maria Bortolotti Director Antonio Colavito Director Antonio Andrea Monari Director Raffaella Pagani Director

Board of Statutory Auditors Vittorio Rocchetti Chairman Costanza Bonelli Standing Auditor Daniele Carlo Trivi Standing Auditor Maria Catalano Alternate Auditor Federico Strada Alternate Auditor

(*) in office for one year (2019)

Consolidated interim financial report at 31 March 2019 7 Azimut Group's highlights and indicators Azimut Group's structure

The Azimut Group operates globally in 17 countries and is comprised of the parent company, Azimut Holding S.p.A., and 87 subsidiaries.

Azimut Holding

(Listed:AZM.IM)

AZ Fund(4) AZ International (1999) Holdings(6) (2010) (100%) (100%) Luxembourg

Azimut Capital AZ Brasil Holdings An Zhong (AZ) IM AZ IM Katarsis CA Management (2013) (2011) (2013) (2011) (2004) (100%) (100%) (100%) (100%) (100%) Hong Kong Singapore

Azimut Financial AZ Quest AZ IM HK Sigma Fund Mgmt New Horizon CM Eskatos CM Insurance (2015) (2011) (2016) (2017) (2011) (2015) (100%) (65%) (100%) (67%) (100%) (100%) Italy Brazil Hong Kong Luxembourg

(5) AZ Life AZ Swiss AZ Sestante AZ IM AZ Brasil Holdings AZ US Holding (2003) (2012) (2015) (2011) (2013) (2015)

(100%) (51%) (100%) (100%) (100%) (100%) Ireland Switzerland Australia Brazil USA

Azimut Enterprises Azimut Portföy CGM Azimut Azimut Brasil WM AZ Apice LLC (2014) (2011) Holding(1) (2016) (2011) (2015) (100%) (100%) (100%) (96%) (70%) Italy Monaco Brazil USA

Azimut Global AZ Sinopro FP AZ Mèxico Holdings Counseling (2013) S.a. de CV (2013) (2014) (100%) (51%) (96%) Italy

Azimut Libera AZ Sinopro IP(2) Màs Fondos S.A. Impresa SGR (2013) (2014) Source: company figures updated to 31 March 2019 (2014) Note (1): controls the distribution companies M&O Consultoria, FuturaInvest and Azimut Brasil (100%) (100%) (100%) Distribution Wealth Management. Italy Taiwan Mexico Life Insurance Note (2): controls AZ Sinopro Insurance Planning. Note (3): controls 100% of CGM Italia SGR. Alternatives AZ Andes Spa AZ NGA Note (4): 30% held by Azimut Capital Management and (2015) (2014) 19% by Azimut Financial Insurance, both wholly owned by Azimut Holding. (100%) (57%) Note (5): controls SDB Financial Solutions. Australia Note (6): Only the companies with the highest majority shares are represented.

8 Gruppo Azimut Azimut Group - Highlights at 31 March 2019

1989 Year of incorporation 2004 Year of flotation 54.3 Total assets 17 countries Geographical coverage 1.3 Inflows for the first quarter of 2019 1,773 Financial advisors 247 million Revenues for the first quarter of 2019 91 million Net profit for the first quarter of 2019 930 Employees 15.15 Share price

Consolidated interim financial report at 31 March 2019 9 Azimut Group - Indicators

Financial indicators Change (millions of euro) First quarter First quarter Absolute % 2018 of 2019 of 2018 Total income: 247 182 65 36% 748 of which fixed management fees 170 156 14 8% 629 EBIT 101 39 62 61% 193 Net profit for the period 91 26 65 71% 122

Net inflows 1.3 0.4 0.9 225% 4.4 (billions of euro)

Operating indicators 31/03/2019 31/12/2018 31/03/2018 Financial advisors 1,773 1,747 1,656 AUM, net 42.2 39.8 40 (billions of euro)

Breakdown of assets 12% 3% 64% 21% at 31 March 2019

Mutual funds Discretionary portfolio AZ Life Insurance Advisory

10 Gruppo Azimut Management report

This consolidated interim financial report at 31 March 2019 has been prepared Introduction pursuant to Article 154-ter (Interim Reports) of Italian Legislative Decree no. 58/1998 (Consolidated Law on Finance), introduced by Italian Legislative Decree no. 195/2007, implementing EU Directive 2004/109/EC (known as the Transparency Directive) as amended. Azimut Holding S.p.A.'s consolidated interim financial report specifically focuses on the highlights of the quarter, simplifying market disclosure. This consolidated interim financial report provides: a) a general description of the financial position and results of operations of Azimut Holding S.p.A. and its subsidiaries for the period; b) a description of the main events and transactions of the period and their impact on the financial position of Azimut Holding S.p.A. and its subsidiaries.

The Group continued to attract professionals of the banking and the Private Banking 1- Azimut Group's sectors in Italy, increasing the number of financial advisors by an additional 26 performance for the first resources compared to 31 December 2018. quarter of 2019

Consolidated interim financial report at 31 March 2019 11 Net inflows The Group's inflows for the first quarter of 2019 is positive at 1,324 million euro.

Change Figures in millions of euro First quarter First quarter Absolute % 2018 of 2019 of 2018 Funds 789 329 460 139.8% 918 Discretionary portfolio management and other 33 288 -255 -88.5% 1,385 AZ Life insurance -83 91 -174 -191.2% -440 Advisory 13 70 -57 -81.4% 341 Double counting -107 -347 240 -69.2% 135 Total net inflows - Assets under management 645 431 214 49.7% 2,339 Securities, third-party funds and c/a 679 443 236 53.3% 2,064 Total net inflows 1,324 874 450 51.5% 4,403

Assets At 31 March 2019, total assets, including assets under custody, reached 54.3 billion euro, of which 42.2 billion euro relates to assets under management.

Change Figures in millions of euro 31/03/2019 31/12/2018 31/03/2018 Absolute % Mutual funds 32,946 30,662 31,668 2,284 7.4% Discretionary portfolio management and other 10,626 10,090 9,547 536 5.3% AZ Life insurance 5,892 5,678 6,453 214 3.8% Advisory 1,639 1,507 1,181 132 8.8% Double counting -8,900 -8,154 -8,817 -746 9.1% AUM, net 42,203 39,783 40,032 2,420 6.1% Securities, third-party funds and c/a 12,132 10,989 10,602 1,143 10.4% Total assets 54,335 50,772 50,634 3,563 7.0%

12 Gruppo Azimut In order to provide a more effective representation of the results, the income Reclassified consolidated statement has been reclassified and thus better reflects the content of the items income statement according to operating criteria. The main reclassifications involved the following: • cost recoveries on portfolio management reported under “Fee and commission income” have been reclassified as “Other income” in the reclassified income statement; • net premiums and the corresponding change in the technical reserves, commissions and recovered expenses relating to insurance and products issued by AZ Life Dac, reported under “Net premiums”, “Change in technical reserves” and “Fee and commission income”, have been reclassified as “Insurance income”; • commission expenses paid to the distribution network, reported under “Fee and commission expense” are now classed as “Acquisition costs”; the Enasarco/Firr contributions related to these commission expenses and the other trade expenses associated with the distribution network, recognised under “Administrative costs”, have been reclassified as “Acquisition costs”; the amount allocated to the supplementary indemnity reserve for agents (ISC) reported under the item “Provisions for risks and charges” has been reclassified as “Acquisition costs”; • administrative cost recoveries, reported under “Other operating income and costs”, were recognised as a reduction of “Overhead costs/administrative costs”; • interest expenses on loans were reported under “Interest expense” in the reclassified income statement.

Consolidated interim financial report at 31 March 2019 13 1Q2019 1Q2018 01/01/18 Euro/000 - 31/12/18 Acquisition fees 1,019 1,764 5,401 Fixed management fees 170,150 156,333 629,198 Variable management fees 57,042 9,588 56,548 Other income 2,456 2,142 8,487 Insurance income 16,796 12,477 48,821 Total income 247,464 182,304 748,454 Acquisition costs (93,151) (90,883) (336,195) Overhead costs/administrative costs (48,257) (48,826) (203,650) Amortisation/depreciation and provisions (4,840) (3,819) (15,763) Total costs (146,248) (143,528) (555,608) EBIT 101,215 38,776 192,846 Net financial income 7,014 (3,943) (23,312) Net non-recurring costs (448) (910) (6,238) Interest expense (2,358) (1,832) (7,414) Pre-tax profit (loss) 105,424 32,091 155,882 Income tax (8,970) (4,804) (24,836) Deferred tax assets/liabilities (1,828) 3,090 9,534 Net profit (loss) 94,626 30,376 140,580 Profit (loss) attributable to minority interests 3,707 3,938 18,434 Group net profit 90,918 26,438 122,146

Consolidated EBIT and consolidated Group net profit for the first quarter of 2019 came to 101 million euro (39 million euro for the first quarter of 2018) and 91 million euro (26 million euro for the first quarter of 2018), respectively. At 31 March 2019, assets managed amounted to 40 billion euro, up by 2.2 billion euro on 31 March 2018, generating fixed management fees of 170 million euro, in addition to variable management fees of 57 million euro. The trend of acquisition costs (up by 2 million euro on the first quarter of 2018) also reflects the recruitment of financial advisors during the period. Overhead costs are in line with the previous period, but they benefit from the effects of the adoption of IFRS 16 as of 1 January 2019 (approximately 2.4 million euro in the first quarter of 2019). These effects resulted in an increase in the amortisation/ depreciation charge of 2 million euro and in a decrease in net financial income of 0.4 million euro. Net financial income also includes the positive effects of the fair value measurement of the in UCI units (6.5 million euro).

14 Gruppo Azimut KEY BALANCE SHEET FIGURES

Euro/000 31/03/2019 31/12/2018 31/03/2018 Financial assets at fair value through profit or loss 6,071,279 5,848,778 6,730,249 Financial assets at fair value through other comprehensive income 4,886 4,974 13,523 Financial assets at amortised cost and equity investments 498,196 220,578 250,365 Property, plant and equipment and intangible assets 674,328 610,817 563,211 Other assets 386,856 378,446 284,286 Total assets 7,635,545 7,063,593 7,841,634 Financial liabilities at amortised cost 606,599 371,711 363,508 Technical reserves 186,994 177,068 207,974 Financial liabilities measured at fair value 5,785,404 5,582,010 6,344,164 Other liabilities and provisions 348,846 308,347 287,719 Shareholders’ equity 707,702 624,457 638,269 Total liabilities and shareholders’ equity 7,635,545 7,063,593 7,841,634

The comparative figures at 31 December 2018 and 31 March 2018 do not reflect the balances resulting from the retroactive application of IFRS 16. Indeed, for FTA purposes, the Group opted to apply the so-called modified retrospective approach, whereby the right of use is deemed equal to the lease liability. Reference should be made to the paragraph "Basis of preparation" of this interim financial report for a description and a presentation of the effects of the adoption of IFRS 16. Financial assets at fair value through profit or loss increased by approximately 4% on 31 December 2018. These items mainly refer to investments in unit-linked policies, related to the insurance activities carried out by AZ Life Dac, where the investment risk is borne by policyholders, in addition to the UCI units which reflect the investment of the excess liquidity of operations. Financial assets at amortised cost mainly comprise cash equivalents with bank current accounts held by group companies which increased from 106 million euro to 350 million euro. The increase is due to a loan of 200,000 thousand euro granted by Banco BPM on 28 February 2019 and divided into two lines, A and B, each originally amounting to 100 million euro. Line A is repayable in tranches while Line B is entirely due on 31 December 2021. The interest rate is calculated based on the Euribor plus 140 basis points for Line A and 160 basis points for Line B. The loan is subject to covenants. Property, plant and equipment and intangible assets increased as a consequence of the rise in intangible assets with a finite life due to the investments of the period and the recognition of the right of use following the application of IFRS 16 which amounted to 57 million euro at 1 January 2019. Financial liabilities at amortised cost increased following the loan granted by Banco BPM (as described earlier) and the recognition of lease liabilities which arose as a result of the application of IFRS 16, amounting to 54 million euro at 31 March 2019.

Consolidated interim financial report at 31 March 2019 15 Consolidated net At 31 March 2019, the net financial position is at 14 million euro, up on the balance financial position at 31 December 2018 (-31 million euro). It reflects the application of IFRS 16, which resulted in an increase in liabilities of 54 million euro.

Euro/000 31/03/2019 31/12/2018 31/03/2018 A. Cash 20 23 23 B. Cash equivalents: 459,439 174,441 223,924 Due from banks 349,642 106,478 167,844 Due from managed funds 109,797 67,963 56,080 C. UCI units and government securities 156,517 148,649 265,075 D. Total cash A+B+C 615,976 323,113 489,022 E. Short-term financial receivables - - - F. Short-term bank loans - G. Current portion of long-term debt: (20,325) (5,351) (10,058) Bonds (Azimut '17-'22 Non-convertible) (58) (5,351) (58) Due to banks (Banco BPM loan) (20,267) (10,000) H. Other short-term financial payables - I. Short-term financial debt F+G+H (20,325) (5,351) (10,058) J. Short term financial debt (net) I-E-D 595,651 317,762 478,964 K. Long-term bank loans: (178,467) Due to banks (Banco BPM loan) (178,467) L. Bonds (348,902) (348,815) (348,549) Azimut '17-'22 Non-convertible Bond (348,902) (348,815) (348,549) M. Other long-term payables (54,248) Liabilities from the application of IFRS 16 (54,248) N. Long-term financial debt K+L+M (581,617) (348,815) (348,549) Net financial position J+N 14,034 (31,053) 130,415

With regard to the methods used to assess net financial position, reference was made to the recommendation issued by CESR (Committee of European Securities Regulators) dated 10 February 2005, and more specifically to the paragraph on “Capitalisation and indebtedness” in chapter II. Receivables and payables include those of a financial nature only, whereas trade receivables and payables have been excluded. Receivables in the form of fees and commissions for managed funds and discretionary portfolios are also included and are considered as cash equivalents given that they are collected by the Group during the first few working days after the reference date.

16 Gruppo Azimut At 31 March 2019, consolidated shareholders' equity, including the profit for the Shareholders' equity period, amounted to 693 million euro (601 million euro at 31 December 2017). This figure does not reflect the effects of the dividend distribution approved by the shareholders in their ordinary meeting called to approve the 2018 financial statements on 24 April 2019. The shareholders resolved to pay a dividend of 1.50 euro per ordinary share, pre-tax, to be paid as of 22 May 2019, 20 May 2019 ex- dividend payment date and 21 May 2019 as the record date. Each shareholder will receive (before withholding tax) a minimum of ¾ by cash and the residual portion in bonus shares of Azimut Holding, held as treasury shares by the company. The bonus shares will be assigned after the ex-dividend payment date on 20 May 2019. They shareholders also approved the payment to Fondazione Azimut Onlus of 1.6 million euro, equal to 1% of pre-tax consolidated profit and the payment of 12.21 euro for each profit-participating financial instrument held by Top Key People at the time of approval of payment of the dividend.

At 31 March 2019, Azimut Holding S.p.A.'s subsidiaries did not hold, nor did they Treasury shares hold during the period, any treasury shares or shares of the Parent Company, either directly or via trust companies or third parties. The Company’s treasury share portfolio was therefore composed of 4,791,999 shares, or 3.345% of share capital. No transactions occurred after 31 March 2019 up to the date of this interim financial report.

Consolidated interim financial report at 31 March 2019 17 2 - Main events of the 2.1 Capitalisation transactions carried out by Azimut Holding S.p.A. first quarter of 2019 In the first quarter of 2019, following the Board of Directors' resolution of 4 May 2017, Azimut Holding S.p.A. made a cash capital injection of 8.7 million euro to increase the share capital of the subsidiary AZ International Holdings SA and finance the Group's international development.

2.2 Loan granted by Banco BPM to Azimut Holding S.p.A. On 22 February 2019, the Parent signed an unsecured loan agreement with Banco BPM worth 200 million euro at the best market terms currently available. The loan (part amortising and part bullet) expires in December 2021. It provides the Group with increased financial flexibility in order to seize any growth and investment opportunity, including buyback programmes, without using the available cash in potentially non- optimal situations.

2.3 Transactions carried out in the first quarter of 2019 by AZ International Holdings SA: Rasmala Asset Management - On 8 January 2019, the Group signed an agreement to acquire 100% of Rasmala Egypt Asset Management (“Rasmala Egypt”), one of the largest independent asset manager in Egypt, from Rasmala Group (“Rasmala”), an independent alternative asset management group. Following the completion of the transaction, Rasmala Egypt will be renamed Azimut Egypt Asset Management. Rasmala Egypt, founded in 1997, specialises on conventional and Shariah compliant portfolio management with AUM of EGP 8.46 billion (USD 474 million), with a strong expertise in equity strategies (85% of total AUM). The company is based in Cairo. The total consideration is calculated based on a percentage of AUM and is subject to conditions precedent and guarantees issued by the counterparty.

Youmy Wealth Management - On 12 March 2019, through An Zhong (AZ) Hong Kong Ltd, the Group signed an agreement with Youmy Wealth Management (“Youmy”). The agreement governs the strategic trade relationship between Youmy and An Zhong (AZ) Investment Management Hong Kong Ltd and is based on an increasing equity investment in Youmy, subject to the local authorities’ approval. Founded in 2014, Youmy is built on an innovative business model based on partnerships with family offices. Youmy now includes a network of 28 family offices in 15 cities across China. Youmy's expertise extends to the Private Equity and Venture Capital asset classes where their subsidiary manages just over RMB 1 billion of PE and VC funds. Youmy's founders include some of the pioneers of the wealth management industry in China with deep knowledge and insights on the needs of Chinese high net worth clients.

2.4 New methodology to calculate variable performance fees on Luxembourg funds On 24 January 2019, the Azimut Group submitted to the Luxembourg supervisory authority a new methodology to calculate variable performance fees on Luxembourg funds, which will generate significant cost savings for customers, in line with that set out in IOSCO principles. Specifically, the new methodology will be based on a benchmark annual calculation plus a spread pegged to several product categories while providing for an increase in fixed performance fees of approximately 50 basis points. Customers’ TER will remain in line with that applied by competitors and other market participants.

18 Gruppo Azimut The main risks and uncertainties to which Azimut Holding S.p.A. and the Group 3 - Main risks and are exposed are as follows: uncertainties • Strategic risk; • Sales network risks; • Operational risk; • Outsourcing risk; • Reputational risk; • Compliance risk; • Financial risk; • Liquidity risk. For further information on the main risks and uncertainties for the Group, reference should be made to the consolidated financial statements at 31 December 2018.

Pursuant to Consob Regulation on Related Parties (Resolution No. 17221 of 10 4 - Related-party March 2010, as amended), on 22 November 2010, the Board of Directors of Azimut transactions Holding S.p.A. approved the procedures that ensure transparency and fairness of related-party transactions (“Related-Party Transaction Procedure” available on Azimut Holding S.p.A.’s website at www.azimut-group.com). With reference to paragraph 8 of Article 5 of the Consob Regulation on periodic disclosure of related-party transactions, the Group did not engage in any “significant” transactions during the first quarter of 2019. No other atypical or unusual transactions were performed.

Information on key management fees Directors' fees amounted to 4,434 thousand euro in the first quarter of 2019. The fees for the Board of Statutory Auditors members stood at 208 thousand euro.

Information on related-party transactions Related-party transactions refer to commercial transactions carried out by Azimut Holding S.p.A. with its subsidiaries and associates, and among its subsidiaries and/or associates in the first quarter of 2019. They are part of the Group's ordinary business and were conducted on an arm’s length basis. Moreover: • for the use of the trademark, the subsidiary Azimut Capital Management SGR S.p.A. pays Azimut Holding S.p.A. contractually established annual royalties totalling 2,000 thousand euro; • Azimut Holding S.p.A., as the Parent Company, and Azimut Capital Management SGR S.p.A., Azimut Financial Insurance S.p.A. and Azimut Enterprises Holding S.r.l. as subsidiaries, have adopted the tax consolidation regime; • a contractually established annual fee (totalling 1,000 thousand euro) is payable for the coordination activities carried out by the company on behalf of the subsidiary Azimut Capital Management SGR S.p.A.; • Azimut Holding S.p.A. has issued sureties to the subsidiary Azimut Capital Management SGR S.p.A.; • an annual fee calculated based on contractually established percentages is payable for the Risk Management, Internal Audit, Compliance and Anti-money

Consolidated interim financial report at 31 March 2019 19 Laundering control activities carried out by the Azimut Capital Management SGR S.p.A in favour of Azimut Holding S.p.A. and Azimut Libera Impresa SGR S.p.A.. Azimut Capital Management SGR S.p.A. has disbursed loans to several financial advisors, identified as related parties, to develop their business. The terms and conditions of these loans are at arm’s length. At 31 March 2019, they amounted to 11,475 thousand euro. Moreover, the Group’s directors who also act as managers of mutual funds are exempt from paying fees and commissions on any personal investments made in the funds they manage. Finally, in the previous year, the subsidiary Azimut Capital Management SGR S.p.A. issued a covered warrant offered for subscription to the Group’s employees, some of whom are also directors of the parent company and the subsidiaries, against consideration and using employees’ capital and with the risk entirely born by the latter. Total financial instruments issued and subscribed amount to 1,000 and are worth 511 thousand euro, while the instruments subscribed by the Group’s employees who also act as directors are equal to 303. The profit-participating financial instruments subscribed by financial advisors, employees and managers of the Azimut Group (top key people - related parties as per the Shareholders' agreement related to Azimut Holding S.p.A.), totalled 1,385,731. At 31 March 2019, the Parent Company held 114,269 profit-participating instruments.

5 - Human resources At 31 March 2019, Group personnel amounted to 930, broken down as follows:

Position 31/03/2019 31/12/2018 31/03/2018 Managers 125 133 157 Middle managers 189 194 160 Office staff 616 635 531 Total 930 962 848

6 - Significant events after 6.1 Azimut Holding S.p.A. General Shareholders’ Meeting of 24 April 2019 the reporting date The shareholders’ meeting (both ordinary and extraordinary) of 24 April 2019 resolved the following:

Approval of 2018 financial statements The shareholders’ meeting approved the 2018 financial statements, which included a Parent Company net profit of 186.3 million euro. The shareholders concurrently resolved to pay a dividend of 1.50 euro per ordinary share, pre-tax, to be paid as of 22 May 2019, 20 May 2019 ex-dividend payment date and 21 May 2019 as the record date. Each shareholder will receive (before withholding tax) a minimum of ¾ by cash and the residual portion in bonus shares of Azimut Holding, held as treasury shares by the company. The bonus shares will be assigned after the ex-

20 Gruppo Azimut dividend payment date on 20 May 2019. The portion of dividends to be paid in cash, the value and the allocation ratio of any dividend to be paid as shares, and the fractional rights arising from the allocation, will be disclosed to the shareholders and the public on the third trading day prior to the ex-dividend payment date (20 May 2019), i.e., on 15 May 2019, based on the official price of Azimut Holding shares in the last five trading days, including 15 May 2019. The fractional rights arising from the share allocation will be monetised based on the official price resulting from the transactions carried out on the last market trading day prior to the ex-dividend date, without expenses, fees or other charges for the shareholders. They shareholders also approved the payment to Fondazione Azimut Onlus of 1.6 million euro, equal to 1% of pre-tax consolidated profit and the payment of 12.21 euro for each profit-participating financial instrument held by Top Key People at the time of approval of payment of the dividend.

Appointment of the Board of Directors and the Board of Statutory Auditors The shareholders’ meeting appointed twelve members of the Board of Directors, of whom ten with a three-year term of office and two for one year, confirming Mr. Pietro Giuliani as Chairman. The shareholders’ meeting also appointed the Board of Statutory Auditors for the next three years.

Proposal for purchase and allocation of treasury shares and consequent resolutions Furthermore, the Shareholders approved the purchase of up to 28,000,000 Azimut Holding S.p.A. ordinary shares, or 19.55% of the current share capital, including in one or more instalments, considering the shares already in portfolio upon purchase at a minimum unit price equal to at least the carrying amount of Azimut Holding S.p.A. ordinary shares and a maximum unit price of 50 euro.

Resolution on remuneration policies. Remuneration Report and resolution pursuant to article 123-ter, paragraph 6 of Legislative decree no. 58/98 The Shareholders approved the company policy concerning remuneration of members of the management boards, general managers and key managers, as well as the procedures used to adopt and implement said policy.

6.2 Publication of the consolidated interim financial report at 31 March 2019 On 9 May 2019, the Board of Directors granted authorisation to publish the consolidated interim financial report at 31 March 2019.

Given the positive results of the subsidiaries in the first quarter of 2019, consolidated 7 - Business outlook net profit is expected to be positive this year. Nonetheless, this year’s financial position and results of operations will also be affected by financial market trends.

Consolidated interim financial report at 31 March 2019 21 22 Gruppo Azimut Consolidated financial statements

Consolidated interim financial report at 31 March 2019 23 Consolidated balance sheet

Assets 31/03/2019 31/12/2018 31/03/2018 Cash and cash equivalents 20 23 23 Financial assets at fair value through profit or loss 6,071,279 5,848,778 6,730,249 c) other financial assets mandatorily measured at fair value 6,071,279 5,848,778 6,730,249 Financial assets at fair value through other comprehensive income 4,886 4,974 13,523 Financial assets at amortised cost 495,374 217,709 248,008 Equity investments 2,822 2,869 2,357 Property, plant and equipment 63,390 8,470 7,441 Intangible assets 610,938 602,347 555,770 of which: - - - goodwill 530,686 525,976 498,680 Tax assets 71,480 74,879 82,810 a) current 20,980 21,887 28,309 b) deferred 50,500 52,992 54,501 Non-current assets and disposal groups 300 300 - Other assets 315,056 330,284 201,453 Total assets 7,635,545 7,090,633 7,841,634

IFRS 16 "Leases" has been applied prospectively since 1 January 2019 without restating the corresponding figures.

24 Gruppo Azimut Consolidated balance sheet

Liabilities and Shareholders’ Equity 31/03/2019 31/12/2018 31/03/2018 Financial liabilities at amortised cost 606,599 371,711 363,508 a) Payables 257,640 17,546 14,901 b) Outstanding securities 348,959 354,165 348,607 Technical reserves where the investment risk is borne by 186,994 177,068 207,974 policyholders - - - Financial liabilities designated at fair value 5,785,404 5,582,010 6,344,164 Tax liabilities: 76,630 72,505 70,731 a) current 6,834 4,356 8,061 b) deferred 69,796 68,149 62,670 Other liabilities 230,234 222,283 177,172 Staff severance pay (TFR) 2,843 2,812 2,926 Provisions for risks and charges: 39,139 37,787 36,890 c) other provisions 39,139 37,787 36,890 Share capital 32,324 32,324 32,324 Treasury shares (-) -46,337 -46,337 -118,031 Equity instruments 36,000 36,000 36,000 Share premium reserve 173,987 173,987 173,987 Reserves 410,050 288,003 483,190 Valuation reserves -3,807 -5,512 -9,468 Profit (loss) for the year 90,918 122,146 26,438 Minority interests 14,567 23,846 13,829 Total liabilities 7,635,545 7,090,633 7,841,634

IFRS 16 "Leases" has been applied prospectively since 1 January 2019 without restating the corresponding figures.

Consolidated interim financial report at 31 March 2019 25 Consolidated income statement

Items 31/03/2019 31/03/2018 31/12/2018 Fee and commission income 220,432 173,126 699,010 Fee and commission expense (84,915) (80,668) (304,791) Net fee and commission income 135,517 92,458 394,219 Dividends and similar income - - 3 Interest income and similar income 543 202 1,198 Interest expense and similar charges (3,455) (2,050) (8,922) Net trading income (expense) Profits (losses) on disposal or repurchase of: 30 - (9) b) financial assets at fair value through other comprehensive income 30 - (9) Net gains (losses) on other financial assets and financial liabilities at fair value through profit or loss 7,757 (3,797) (22,138) a) assets and liabilities designated at fair value 1,005 (2,000) (13,666) b) other financial assets mandatorily measured at fair value 6,752 (1,797) (8,472) Net premiums 663 361 2,111 Net profits (losses) on financial instruments at fair value through profit or loss 84,065 44,401 166,035 Change in technical reserves where the investment risk is borne by policyholders -9,926 19,883 50,789 Redemptions and claims (44,647) (55,086) (166,859) Total income 170,547 96,372 416,427 Administrative costs: (57,749) (59,133) (240,699) a) personnel costs (25,301) (22,685) (97,608) b) other administrative costs (32,448) (36,448) (143,091) Net accruals to provisions for risks and charges (1,880) (2,497) (4,280) Net impairment losses/reversals of impairment losses on property, plant and equipment (2,579) (564) (2,295) Net impairment losses/reversals of impairment losses on intangible assets (2,746) (2,609) (12,522) Other operating income and costs (170) 521 (522) Operating expense (65,124) (64,282) (260,318) Profits (losses) on equity investments - - 190 Pre-tax profit (loss) from continuing operations 105,423 32,090 156,299 Income tax on profit from continuing operations (10,798) (1,714) (15,302) Net profit (loss) from continuing operations 94,625 30,376 140,997 Gains/(losses) of discontinued operations, net of taxes - - (417) Profit (loss) for the year attributable to minority interests 3,707 3,938 18,434 Profit (loss) for the year 90,918 26,438 122,146

IFRS 16 "Leases" has been applied prospectively since 1 January 2019 without restating the corresponding figures.

26 Gruppo Azimut Statement of comprehensive income

Items 31/03/2019 31/03/2018 31/12/2018 Profit (loss) for the year 94,625 30,376 140,997 Other comprehensive income, net of taxes, not transferred to profit or loss Defined benefit plans 28 40 159 Other comprehensive income, net of taxes, transferred to profit or loss Exchange rate differences 1,651 134 3,662 Financial assets (other than equity instruments) at fair value through 147 other comprehensive income 26 Non-current assets held for sale (417) Total other comprehensive income (expense), net of taxes 1,705 174 3,551 Comprehensive income 96,330 30,550 144,548 Consolidated comprehensive income attributable to minority interests 3,707 3,938 18,434 Consolidated comprehensive income attributable to the parent company 92,623 26,612 126,114

Consolidated interim financial report at 31 March 2019 27 Consolidated cash flow statement

Indirect method

A. OPERATING ACTIVITIES First quarter First quarter 2018 of 2019 of 2018 1. Operations 213,516 87,657 85,618 - profit (loss) for the year (+/-) 90,918 26,438 122,146 - gains/losses on held-for-trading financial assets and financial assets/liabilities at fair value through profit or loss (-/+) 116,898 48,426 (63,878) - gains/losses on hedging activities (-/+) 0 0 0 - net impairment losses for credit risk (+/-) 0 0 0 - net impairment losses on property, plant and equipment and intangible assets (+/-) 5,325 3,173 14,817 - net accruals to provisions for risks and charges and other expenses/income (+/-) 1,880 2,497 4,280 - taxes and tax credits still to be paid (+) 3,522 1,714 8,026 - net impairment losses on discontinued assets, net of tax (+/-) 0 0 417 - other changes (+/-) (5,027) 5,409 (190) 2. Cash generated from or used by financial assets (305,669) 211,715 952,915 - held-for-trading financial assets 0 0 - financial assets measured at fair value (328,701) 195,330 1,081,723 - other assets mandatorily measured at fair value (2,697) 857 (626) - financial assets at fair value through other comprehensive income (45) (1,734) (1,301) - financial assets measured at fair value 0 0 - financial assets at amortised cost 7,333 8,709 (11,919) - other assets 18,441 8,552 (114,962) 3. Cash generated from or used by financial liabilities 461,479 (306,794) (1,042,773) - financial liabilities at amortised cost 239,915 (15,970) (2,358) - financial liabilities held-for-trading - financial liabilities measured at fair value 203,394 (263,297) (1,023,451) - technical reserves 9,926 (19,883) (50,789) - other liabilities 8,244 (7,644) 33,825 Net cash generated from or used by operating activities 369,326 (7,422) (4,240)

28 Gruppo Azimut B. INVESTMENT ACTIVITIES First quarter First quarter 2018 of 2019 of 2018 1. Cash generated from 0 0 0 - disposal of equity investments 0 0 0 - dividends from equity investments 0 0 0 - disposal of property, plant and equipment 0 0 0 - disposal of intangible assets 0 0 0 - disposal of subsidiaries and business units 0 0 0 2. Cash used by (68,790) (1,885) (61,457) - purchase of equity investments 47 (1,014) (1,336) - purchase of property, plant and equipment (57,499) 98 (2,662) - purchase of intangible assets (6,628) (1,592) (30,787) - purchase of subsidiaries and business units (4,710) 623 (26,672) Net cash generated from or used by investment activities (68,790) (1,885) (61,457)

C. FINANCING ACTIVITIES - issue/purchase of treasury shares 11,997 (40,070) - issue/purchase of equity instruments 0 0 - dividends and other distributions 0 (229,311) - change in other reserves 1,606 (6,591) 155,250 - sale/purchase of non-controlling interests (9,279) (5,763) 4,254 Net cash generated from or used by financing activities (7,673) (357) (109,877) Net cash generated or used for the year 292,863 (9,664) (175,574)

RECONCILIATION First quarter First quarter 2018 of 2019 of 2018 Opening cash and cash equivalents 323,113 498,686 498,686 Total net cash generated/used for the year 292,863 (9,664) (175,574) Closing cash and cash equivalents 615,976 489,022 323,113

Consolidated interim financial report at 31 March 2019 29 Statement of changes in consolidated shareholders' equity for the first quarter of 2019

Allocation of prior

year profit (loss)

Items Balance at Changes in Balance at Reserves Dividends Changes in 31.12.18 opening balance 01.01.19 and other reserves distributions

Share capital 32,324 32,324 Share premium reserve 173,987 173,987 Other reserves: a) income-related 396,918 396,918 122,146 b) other (108,915) (108,915) Valuation reserves (5,512) (5,512) Equity instruments 36,000 36,000 Treasury shares (46,337) (46,337) Profit (loss) for the year 122,146 122,146 (122,146) Group shareholders’ equity 600,611 - 600,611 - Shareholders’ equity attributable to 23,846 23,846 minority interests

30 Gruppo Azimut Changes during the year

Shareholders’ equity transactions Issue of Treasury Extraordinary Changes Other Consolidated Group Shareholders’ new shares share dividend in equity changes comprehensive shareholders’ equity attributable purchases distribution instruments income for the equity at to minority interests first quarter 31.03.19 at 31.03.19 of 2019 32,324 75,092 173,987

(99) 518,965 (60,581) (108,915) 1,705 (3,807) (3,651) 36,000 (46,337) 90,918 90,918 3,707 (99) 92,623 693,135 (12,986) 3,707 14,567

Consolidated interim financial report at 31 March 2019 31 Statement of changes in consolidated shareholders' equity for the first quarter of 2018

Allocation of prior

year profit (loss)

Items Balance at Changes in Balance at Reserves Dividends Changes in 31.12.2017 opening balance 01.01.2018 and other reserves distributions

Share capital 32,324 32,324 Share premium reserve 173,987 173,987 Other reserves: a) income-related 379,578 379,578 214,786 b) other (104,409) (104,409) Valuation reserves (9,642) (9,642) Equity instruments 36,000 36,000 Treasury shares (130,028) (130,028) Profit (loss) for the year 214,786 214,786 (214,786) Group shareholders’ equity 592,596 592,596 - Shareholders’ equity attributable to 19,592 19,592 minority interests

32 Gruppo Azimut Changes during the year

Shareholders’ equity transactions Issue of Treasury Extraordinary Changes Other Consolidated Group Shareholders’ new shares share dividend in equity changes comprehensive shareholders’ equity attributable purchases distribution instruments income for equity at to minority interests the first quarter 31.03.18 at 31.03.18 of 2018 32,324 69,819 173,987

(6,765) 587,599 (53,634) (104,409) 174 (9,468) (6,294) 36,000 (30,076) 42,073 (118,031) 26,438 26,438 3,938 (30,076) 35,308 26,612 624,440 (9,701) 3,938 13,829

Consolidated interim financial report at 31 March 2019 33 Consolidated statement of changes in shareholders’ equity at 31 December 2018

Allocation of prior

year profit (loss)

Items Balance at Changes in Balance at Reserves Dividends Changes in 31.12.2017 opening balance 01.01.2018 and other reserves distributions

Share capital 32,324 32,324 Share premium reserve 173,987 173,987 Other reserves: a) income-related 383,478 27,965 411,443 (14,525) b) other (104,409) (104,409) Valuation reserves (13,542) 4,062 (9,480) Equity instruments 36,000 36,000 Treasury shares (130,028) (130,028) Profit (loss) for the year 214,786 214,786 (214,786)

Group shareholders’ equity 592,596 32,027 624,623 - (229,311) Shareholders’ equity attributable to 19,592 19,592 minority interests

34 Gruppo Azimut Changes during the year

Shareholders’ equity transactions Issue of Treasury Extraordinary Changes Other Consolidated Group Shareholders’ new shares share dividend in equity changes comprehensive shareholders’ equity attributable purchases distribution instruments income for 2018 equity at to minority interests 31.12.18 at 31.12.18

32,324 63,803 173,987

396,918 (52,680) (4,506) (108,915) 3,968 (5,512) (5,711) 36,000 (40,070) 123,761 (46,337) 122,146 122,146 18,434 (40,070) 119,255 126,114 600,611 (14,180) 18,434 23,846

Consolidated interim financial report at 31 March 2019 35 36 Gruppo Azimut Basis of preparation

Consolidated interim financial report at 31 March 2019 37 38 Gruppo Azimut Basis of preparation

Statement of compliance with IFRS Accounting policies Pursuant to article 154-ter of Italian Legislative Decree no. 58 of 24 February 1998 and subsequent amendments, the consolidated interim financial report of the Azimut Group at 31 March 2019 has been prepared in accordance with the IAS/IFRS (International Accounting Standards/International Financial Reporting Standards) promulgated by the International Accounting Standards Board (IASB) and the related interpretations of the IFRS Interpretations Committee (formerly IFRIC) and the Standing Interpretations Committee (SIC) endorsed by the European Commission until the date of this report, as required by Regulation (EC) No. 1606 of 19 July 2002, implemented in Italy by Legislative Decree no. 38 of 28 February 2005.

General reporting criteria The consolidated interim financial report has been prepared in accordance with the IAS/IFRS endorsed and in force on 31 March 2019. Other documents prepared by the IASB or the IFRS Interpretation Committee to supplement the reporting standards issued were considered for interpretation purposes and to support application, although they were not endorsed. These documents include: the Framework for the Preparation and Presentation of Financial Statements, the Implementation Guidance, the Basis for Conclusions, the IASB Update and the IFRIC Update. The consolidated interim financial report has also been drawn up based on the interpretative documents on the application of IAS/IFRS in Italy prepared by the Italian Accounting Standard Setter (OIC) and the ESMA (European Securities and Markets Authority) and Consob (the Italian Commission for Listed Companies and the Stock Exchange) documents which refer to specific IAS/IFRS.

It comprises the consolidated financial statements (balance sheet, income statement, statement of comprehensive income, statement of changes in shareholders’ equity and cash flow statement) and the basis of preparation, and is accompanied by information on the performance of consolidated companies and the statement required by article 154-bis.2 of the Consolidated Law on Finance. The consolidated financial statements have been drawn up in accordance with the instructions issued by the Bank of Italy for the preparation of financial statements of IFRS financial intermediaries, other than banking intermediaries on 15 March 2019. The Instructions lay down the mandatory financial statement schedules and how they must be filled in, and the content of the notes thereto for asset management companies that were adequately adjusted to better represent the Group's financial position and business activities, which include the Irish insurance company Az Life dac. In particular, the balance sheet and income statement include the items which are typical of the insurance business, taking as a reference IVASS Regulation No. 7 dated 13 July 2007 concerning the provisions governing the consolidated financial statements of insurance companies drawn up on the basis of IAS/IFRS.

Consolidated interim financial report at 31 March 2019 39 The consolidated interim financial report has been drawn up using the euro as the reporting currency. Specifically, in line with the instructions issued by the Bank of Italy, consolidated financial statements figures are presented in thousands of euros, unless otherwise specified. Figures were rounded considering the above instructions issued by the Bank of Italy. The consolidated interim financial report has been published within 45 days of the end of the first quarter of the year and has not been audited by the independent auditors.

Accounting policies The IAS/IFRS applied to prepare the Azimut Group's consolidated financial statements, governing the classification, recognition, measurement and derecognition criteria of asset and liability items and the recognition of income and expense are those in force at the drafting date of this report, as endorsed by the European Union. For information on the classification, recognition, measurement and derecognition criteria of the main items, reference should be made to that set out in Part A.2. of the Notes to the Azimut Group's consolidated financial statements at 31 December 2018. In addition to that set out in Part A.2, following the completion of the endorsement procedure, IFRS 16 became effective on 1 January 2019.

Transition to IFRS 16 On 31 October 2017, the European Parliament endorsed IFRS 16 which has replaced IAS 17 “Leases”, IFRIC 4 “Determining whether an arrangement contains a lease”, SIC 15 “Operating leases — incentives” and SIC 27 “Evaluating the substance of transactions in the legal form of a lease” since 1 January 2019, and governs the recognition of leases. IFRS 16 introduces significant changes for lessees’ financial statements, eliminating the current distinction between operating and finance leases, currently required by IAS 17. Indeed, under this new standard, for each lease, a right-of-use asset and a lease liability shall be recognised. Therefore, this asset is initially recognised based on the cash flows derived from the lease, and subsequently measured in accordance with the provisions applicable to intangible assets, property, plant and equipment and investment property (IAS 38, IAS 16 or IAS 40). With respect to lessors’ financial statements, the difference between operating and finance leases is maintained. Furthermore, in accordance with provisions and the simplifications set out in the standard, the Group decided not to apply IFRS 16 requirements to the lease of intangible assets, short-term leases (less than 12 months) and leases of assets of a low value (5,000 euro). In order to estimate the lease liabilities at 1 January 2019 and the related right of use, the Group discounted the future lease payments using an appropriate interest rate. In this respect, the future payments to be discounted were calculated in accordance with the lease provisions, net of VAT, given the fact that the payment obligation of this tax will arise when the lessor issues the invoice, rather than

40 Gruppo Azimut on the commencement date of the lease. Therefore, cash flows are discounted using a rate equal to the interest rate implicit in the lease or, when the latter is not available, using the incremental borrowing rate. The latter rate is calculated based on the cost of funding of liabilities with a term and guarantees similar to those implicit in the lease. The main impacts arise from lessors’ leases agreed by the Group. A lease term is determined considering the non-cancellable period of a lease, as set out in the lease, for which a lessee has the right to use an underlying asset, also considering any options to extend the lease if the lessee is reasonably certain to exercise that option. Specifically, with respect to leases which provide for the option to tacitly renew the lease at the expiry of a first period, the lease term is determined considering elements such as the term of the first period, the existence of any plan to dispose of the leased asset and any other circumstances indicating the reasonably certainty of renewal. Finally, the Group decided not to restate comparative information and, for FTA purposes, opted to apply the so-called modified retrospective approach, whereby the right of use is deemed equal to the lease liability. The right of use and the lease liability were estimated at 57 million euro at 1 January 2019. The decision to adopt the modified approach (option B) has no impact on shareholders’ equity.

Consolidated interim financial report at 31 March 2019 41 Accounting standards, amendments and interpretations in force from 1 January 2019.

Standards IASB publication Endorsement Date of coming date date into force IFRIC 23 “Uncertainty over income tax treatments” 7 June 2017 23 October 2018 1 January 2019*

* Date identified by IASB. Confirmation of the European Union's competent bodies is pending.

Amendments IASB publication Endorsement Date of coming date date into force Amendments to IFRS 9: Prepayment features 12 October 2017 --- 1 January 2019* with negative compensation Amendments to IAS 28: Long-term interests 12 October 2017 --- 1 January 2019* in associates and joint ventures Annual improvements to IFRS 2015-2017 cycle 12 December 2017 --- 1 January 2019* Amendments to IAS 19: Plan amendments, 7 February 2018 --- 1 January 2019* curtailments, and settlements

* Date identified by IASB. Confirmation of the European Union's competent bodies is pending.

Accounting standards, amendments and interpretations which will come into force.

Standards IASB publication Endorsement Date of coming date date into force IFRS 14 “Regulatory deferral accounts” 30 January 2014 n.a.* n.a.* IFRS 17 “Insurance contracts” 18 May 2017 --- 1 January 2021

* The European Commission does not intend to start the endorsement process concerning IFRS 14 (interim standard) pending the publication of the final standard governing tariff-regulated activities.

Amendments IASB publication Endorsement Date of coming date date into force Amendments to IFRS 3: Definition of a business 22 October 2018 --- 1 January 2020 Amendments to IAS 1 and IAS 8: Definition of material 31 October 2018 --- 1 January 2020

42 Gruppo Azimut The consolidated interim financial report of the Azimut Group includes the balance Consolidation scope sheet and income statement figures of Azimut Holding S.p.A. and the direct and indirect subsidiaries.

Subsidiaries The Azimut Group consolidation scope has been established in accordance with IFRS 10. Specifically, subsidiaries are those companies in respect of which the Azimut Group is exposed, or has rights, to variable returns from its involvement with the investees and has the ability to affect those returns through its power over the investees. Control exists only when the following elements simultaneously exist: (i) the power to direct the relevant activities; (ii) exposure, or rights, to variable returns from involvement with the investee; (iii) the ability to use its power over the investee to affect the amount of its returns.

Associates Associates are those companies subject to significant influence, i.e. companies in which the Azimut Group, either directly or indirectly, holds at least 20% of the voting rights (including “potential” voting rights) or in which – despite holding a smaller percentage of voting rights – has the power to participate in the financial and operating policy decisions, such as the participation in shareholders' agreements, due to specific legal relationships. These companies are consolidated using the equity method whereby on initial recognition the investment is recognised at cost, and the carrying amount is increased or decreased based on the investee’s share of equity, using the most recently approved financial statements of the companies. The difference between the carrying amount of the equity investment and the investee's share of equity is included in the carrying amount of the investee.

Changes to the consolidation scope Compared to 31 December 2018, the consolidation scope changed following the consolidation of the Australian company Spencer Fuller & Associates. The acquisition of this company led to the recognition of goodwill of 3.4 million euro.

Consolidated interim financial report at 31 March 2019 43 Wholly and jointly-owned subsidiaries

Name Registered Type of Stake office ownership (*)

Shareholder % stake Voting rights % A. Wholly-owned companies consolidated on a line-by-line basis

1. Azimut Capital Management SGR S.p.A. Italy 1 Azimut Holding S.p.A. 100 100 2. AZ Fund Management SA Luxembourg 1 Azimut Holding S.p.A. 51 51 Azimut Capital Management SGR S.p.A. 30 30 Azimut Financial Insurance S.p.A. 19 19

3. AZ Life DAC Ireland 1 Azimut Holding S.p.A. 100 100 4. Azimut Global Counseling S.r.l. Italy 1 Azimut Holding S.p.A. 100 100 5. Azimut Enterprises Holding S.r.l. Italy 1 Azimut Holding S.p.A. 100 100 6. Azimut Analytics S.r.l. Italy 1 Azimut Enterprises Holding S.r.l. 100 100 7. Azimut Libera Impresa Sgr S.p.A. Italy 1 Azimut Holding S.p.A. 100 100 8. Azimut Financial Insurance S.p.A. Italy 1 Azimut Holding S.p.A. 100 100 9. AZ International Holdings S.A. Luxembourg 1 Azimut Holding S.p.A. 100 100 10. An Zhong (AZ) Investment Management Hong Kong 1 AZ International Holdings SA 100 100 11. An Zhong (AZ) Investment Management Hong Kong 1 AN Zhong (AZ) Investment Management 100 100 Hong Kong Ltd

12. AZ Investment Management (Shanghai) Shanghai 1 An Zhong (AZ) Investment 100 100 Co. Ltd. Management Hong Kong Ltd

13. CGM - Azimut Monaco Monaco 1 AZ International Holdings SA 100 100 14. CGM Italia SGR S.p.A. Italy 1 CGM - Azimut Monaco 100 100 15. Katarsis Capital Advisors SA Switzerland 1 AZ International Holdings SA 100 100 16. Eskatos Capital Management Sarl Luxembourg 1 Katarsis Capital Advisors SA 100 100 17. AZ Swiss & Partners SA Switzerland 1 AZ International Holdings SA 51 51 18. AZ Sinopro Financial Planning Ltd Taiwan 1 AZ International Holdings SA 51 51 19. AZ Sinopro Investment Planning Ltd Taiwan 1 AZ Sinopro Financial Planning Ltd 51 51 20. AZ Sinopro Insurance Planning Ltd Taiwan 1 AZ Sinopro Investment Planning Ltd 51 51 21. AZ Investment Management Singapore Ltd Singapore 1 AZ International Holdings SA 100 100 22. AZ Brasil Holdings Ltda Brazil 1 AZ International Holdings SA 99.9 99.9 23. AZ Quest Participações SA Brazil 1 AZ Brasil Holdings Ltda 64.44 64.44 24. AZ Quest Investimentos Ltda Brazil 1 AZ Quest Participações SA 64.43 64.43 25. Azimut Brasil Wealth Management Holding SA Brazil 1 AZ Brasil Holdings Ltda 95.8 95.8

44 Gruppo Azimut 26. M&O Consultoria, Planejamento Brazil 1 Azimut Brasil Wealth Management 95.79 95.79 e Análise de Valores Mobiliários Ltda Holding S.A. 27. Futurainvest Investimentos Brazil 1 Azimut Brasil Wealth Management 95.79 95.79 e Participações Ltda Holding S.A. 28. Azimut Brasil Wealth Management Ltda Brazil 1 Azimut Brasil Wealth Management 95.74 95.74 Holding S.A. 29. Futurainvest Holding SA Brazil 1 AZ Brasil Holdings Ltda 99.9 99.9 30. Azimut Brasil DTVM Ltda Brazil 1 Futurainvest Holding SA 99.9 99.9 31. Azimut Portföy Yönetimi A.Ş. Turkey 1 AZ International Holdings SA 100 100 32. AZ Mexico Holdings S.A. de CV Mexico 1 AZ International Holdings SA 95.49 95.49 33. Mas Fondos SA Mexico 1 AZ Mexico Holdings S.A. de CV 95.49 95.49 34. AZ Next Generation Advisory PTY Ltd Australia 1 AZ International Holdings SA 57.13 57.13 35. Eureka Whittaker Macnaught PTY Ltd Australia 1 AZ Next Generation Advisory PTY Ltd 57.13 57.13 36. Pride Advice PTY Ltd Australia 1 AZ Next Generation Advisory PTY Ltd 57.13 57.13 37. Lifestyle Financial Planning Services Australia 1 AZ Next Generation Advisory PTY Ltd 57.13 57.13 (LFPS) PTY Ltd 38. Eureka Financial Group PTY Ltd Australia 1 AZ Next Generation Advisory PTY Ltd 57.13 57.13 39. Pride Financial PTY Ltd Australia 1 AZ Next Generation Advisory PTY Ltd 57.13 57.13 40. Wise Planners PTY Ltd Australia 1 AZ Next Generation Advisory PTY Ltd 57.13 57.13 41. Domane Financial Advisers PTY Ltd Australia 1 Wise Planners PTY Ltd 57.13 57.13 42. Financial Lifestyle Partners PTY Ltd Australia 1 AZ Next Generation Advisory PTY Ltd 57.13 57.13 43. Harvest Wealth PTY Ltd Australia 1 AZ Next Generation Advisory PTY Ltd 57.13 57.13 44. RI Toowoomba PTY Ltd Australia 1 AZ Next Generation Advisory PTY Ltd 57.13 57.13 45. Empowered Financial Partners PTY Ltd Australia 1 AZ Next Generation Advisory PTY Ltd 57.13 57.13 46. Wealthwise PTY Ltd Australia 1 AZ Next Generation Advisory PTY Ltd 57.13 57.13 47. Priority Advisory Group PTY Ltd Australia 1 AZ Next Generation Advisory PTY Ltd 57.13 57.13 48. Sterling Planners PTY Ltd Australia 1 AZ Next Generation Advisory PTY Ltd 57.13 57.13 49. Logiro Unchartered PTY Ltd Australia 1 AZ Next Generation Advisory PTY Ltd 57.13 57.13 50. Aspire Pty Ltd Australia 1 Logiro Unchartered PTY Ltd 57.13 57.13 51. On-Track Financial Solutions Pty Ltd Australia 1 AZ Next Generation Advisory PTY Ltd 57.13 57.13 52. AZ Sestante Ltd Australia 1 AZ International Holdings SA 100 100 53. AZ Andes S.p.A. Chile 1 AZ International Holdings SA 100 100 54. Sigma Funds Management PTY Ltd Australia 1 AZ International Holdings SA 67.3 67.3 55. AZ US Holding Inc. United States 1 AZ International Holdings SA 100 100 56. AZ Apice Capital Management LLC United States 1 AZ US Holding Inc. 70 70 57. Pride SMSF PTY Ltd Australia 1 Pride Financial Pty Ltd 57.13 57.13 58. Priority Advisory Trust Australia 1 Priority Advisory Group PTY Ltd 57.13 57.13

Consolidated interim financial report at 31 March 2019 45 59. Priority Lifestile Advice Pty Ltd Australia 1 Wise Planners Pty Ltd 28.57 28.57 1 Priority Advisory Group Pty Ltd 28.57 28.57 60. Peters & Partners Pty Ltd Australia 1 AZ Next Generation Advisory 57.13 57.13 Accounting PTY Ltd 61. Menico Tuck Parrish Financial Solution Pty Ltd Australia 1 AZ Next Generation Advisory PTY Ltd 57.13 57.13 62. AZ Next Generation Accounting Pty Ltd Australia 1 AZ Next Generation Advisory PTY Ltd 57.13 57.13 63. Azimut (DIFC) Limited (formerly AZ United Arab 1 AZ International Holdings SA 100 100 New Horizon Ltd) Emirates 64. Wealthmed Australia Pty Ltd Australia 1 AZ Next Generation Advisory PTY Ltd 57.13 57.13 65. Wealthmed Accounting Pty Ltd Australia 1 Wealthmed Australia Pty Ltd 57.13 57.13 66. Wealthmed Property Pty Ltd Australia 1 Wealthmed Australia Pty Ltd 57.13 57.13 67. Farrow Hughes Mulcahy Financial Australia 1 AZ Next Generation Advisory PTY Ltd 57.13 57.13 Services Pty Ltd 68. H&H Wealth Management Pty Ltd Australia 1 Priority Advisory Group Pty Ltd 57.13 57.13 69. Menico Tuck Parish Pty Ltd Australia 1 AZ Next Generation Advisory PTY Ltd 57.13 57.13 70. Henderson Maxwell No.2 Pty Ltd Australia 1 AZ Next Generation Advisory PTY Ltd 57.13 57.13 71. Henderson Maxwell Financial Planning Pty Ltd Australia 1 Henderson Maxwel No.2 Pty Ltd 57.13 57.13 72. Henderson Maxwell Accounting Pty Ltd Australia 1 Henderson Maxwel No.2 Pty Ltd 57.13 57.13 73. Herwitz Geller Pty Ltd Australia 1 AZ Next Generation Accounting PTY Ltd 57.13 57.13 74. Dunsford Financial Plannings Pty Ltd Australia 1 AZ Next Generation Advisory PTY Ltd 57.13 57.13 75. SDB Financial Solutions SA Switzerland 1 AZ Swiss & Partners SA 51 51 76. BRM Holdich Australia 1 AZ Next Generation Accounting PTY Ltd 57.13 57.13 77. Nextstep Financial Services Pty Ltd Australia 1 Sterling Planners Pty Ltd 57.13 57.13 78. Next Steps Home Loans Pty Ltd Australia 1 Nextstep Financial Services Pty Ltd 57.13 57.13 79. Rit Coastal Australia 1 AZ Next Generation Accounting PTY Ltd 57.13 57.13 80. MP Holdings WA Australia 1 AZ Next Generation Advisory Pty Ltd 57.13 57.13 81. Sage Business Group Pty Ltd Australia 1 AZ Next Generation Accounting PTY Ltd 57.13 57.13 82. PM Financial Services Pty Ltd Australia 1 MP Holdings WA 57.13 57.13 83. MP Wealth WA Pty Ltd Australia 1 MP Holdings WA 57.13 57.13 84. PT Services WA Pty Ltd Australia 1 MP Holdings WA 57.13 57.13 85. MPM Finance Pty Ltd Australia 1 MP Holdings WA 57.13 57.13 86. MPM Specialist Finance Pty Ltd Australia 1 MP Holdings WA 57.13 57.13 87. Spencer Fuller & Associates (**) Australia 1 NGA Next Generation Advisory Ltd 57.13 57.13

(*) Type of ownership: (1) majority of voting rights at ordinary shareholders’ meetings (**) newly consolidation compared to 31/12/2018

46 Gruppo Azimut Investments measured at equity

Name Registered Stake office Shareholder % Stake Voting rights % Companies measured at equity 1. Cofircont Compagnia Fiduciaria S.r.l. Italy Azimut Enterprises Holding S.r.l. 30 30 2. SiamoSoci S.r.l. Italy Azimut Enterprises Holding S.r.l. 22 22 3. Ipoc 1 S.r.l. Italy Azimut Global Counseling S.r.l. 20 20 4. Sterling Planners WA Australia Sterling Planners Pty Ltd 28.6 28.6 5. Mofid Entekhab Asset Management Iran AZ International Holdings SA 20 20

Consolidated interim financial report at 31 March 2019 47 48 Gruppo Azimut Statement pursuant to article 154-bis, paragraph 2 of the Consolidated Law on Finance

Consolidated interim financial report at 31 March 2019 49 50 Gruppo Azimut Statement pursuant to article 154-bis, paragraph 2 of the Consolidated Law on Finance

The Manager in charge of financial reporting, Alessandro Zambotti,

represents pursuant to Article 154-bis, paragraph 2 of the “Consolidated Law on Finance”, that the accounting information presented in these “Consolidated interim financial report at 31 March 2019” is consistent with the accounting documents, books and records.

Milan, 9 May 2019 The Manager in charge of financial reporting (Alessandro Zambotti)

Consolidated interim financial report at 31 March 2019 51