Wind Tre Group
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WIND TRE GROUP Consolidated interim financial statements as of and for the six-month period ended June 30, 2017 REVIEW REPORT ON CONSOLIDATED INTERIM FINANCIAL STATEMENTS To the Board of Directors of Wind Tre SpA Foreword We have reviewed the accompanying consolidated interim financial statements of Wind Tre SpA and its subsidiaries (the Wind Tre Group) as of 30 June 2017, comprising the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of financial position, consolidated statement of cash flows, consolidated statement of changes in equity and related notes. The directors of Wind Tre SpA are responsible for the preparation of the consolidated interim financial statements in accordance with International Accounting Standard 34 applicable to interim financial reporting (IAS 34) as adopted by the European Union. Our responsibility is to express a conclusion on these consolidated interim financial statements based on our review. Scope of review We conducted our work in accordance with the International Standard on Review Engagement 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the entity”.A review of consolidated interim financial statements consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than a full-scope audit conducted in accordance with International Standards on Auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the consolidated interim financial statements. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated interim financial statements of the Wind Tre Group as of 30 June 2017 are not prepared, in all material respects, in accordance with International Accounting Standard 34 applicable to interim financial reporting (IAS 34) as adopted by the European Union. Emphasis of matter As an emphasis of matter, we draw your attention to the following: as described in the introductions to the Notes (note 1), the effects of the transaction which led to the combination of the businesses of the former Wind and H3G operators in the Italian market have been reflected in the consolidated financial statements of the previous period since 31 October 2016 (the transaction date); as a result the comparative income statement data as of and for the period ended 30 June 2016 cannot be immediately compared with the correspondent income statement data as of and for the period ended 30 June 2017; transactions exist with the parent company and with other entities belonging to the CK Hutchison Holdings Ltd. and Vimpelcom Ltd groups, the most significant of which are disclosed in the Note 25 – Related party transactions. In our opinion the above emphasis of matters do not lead to a qualified review report. Other aspects The consolidated interim financial statements for the period ended 30 June 2016 have not been subject to audit or review. Milan, 2 August 2017 PricewaterhouseCoopers SpA Signed by Andrea Alessandri (Partner) This report has been translated into English from the Italian original solely for the convenience of international readers 2 of 2 WIND TRE GROUP Report on operations at June 30, 2017 CONTENTS THE WIND TRE GROUP ........................................................................................................ 3 COMPOSITION OF THE CORPORATE BODIES (B OARD OF DIRECTORS AND BOARD OF STATUTORY AUDITORS ) OF WIND TRE SPA ................................................................................................................... 5 WIND TRE GROUP HIGHLIGHTS AT JUNE 30, 2017 ........................................................................ 6 THE ITALIAN TELECOMMUNICATIONS SERVICES MARKET .................................................................. 8 COMMERCIAL AND OPERATING PERFORMANCE ............................................................................ 11 NETWORK ....................................................................................................................... 28 HUMAN RESOURCES ........................................................................................................... 32 REGULATORY FRAMEWORK AT JUNE 30, 2017 ............................................................................ 35 OUTLOOK ....................................................................................................................... 43 Report on operations 2 at June 30, 2017 THE WIND TRE GROUP Wind Tre SpA (hereafter referred to as Wind Tre or the Company and together with its subsidiaries the Group or the Wind Tre Group) is a joint stock company having registered office in Via Leonardo da Vinci, 1, Trezzano sul Naviglio, Milan, Italy. Wind Tre is a leading operator in the fixed and mobile telecommunications and data services sector in Italy and is strongly oriented towards providing in-mobility data communication services and internet mobile access services in broadband and wireless mode. In addition, it accompanies its offer with a wide range of content, applications and multimedia support. Wind Tre is also active on the digital TV market. These consolidated financial statements for the half year ended June 30, 2017 were approved by the Company’s Board of Directors on August 1, 2017. At the date of approval of these consolidated financial statements Wind Tre is controlled by Wind Tre Italia SpA (hereafter referred to as Wind Tre Italia) which in turn is controlled by the Luxembourg based entity VIP-CKH Luxembourg Sàrl (hereafter referred to as VIP-CKH or the Joint Venture). VIP- CKH is a joint venture whose share capital is owned as to 50% by CK Hutchison Holdings Limited (hereafter referred to as CK Hutchison) and by Veon Ltd. (formerly VimpelCom Ltd. and hereafter referred to as Veon), which jointly own and operate their respective telecommunications businesses in Italy. CK Hutchison is a limited liability company incorporated in the Cayman Islands and registered in the Register of Companies of the Cayman Islands (no. MC- 294.571) whose shares are listed on the Hong Kong stock exchange and whose principal place of business is located at 12th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong. Veon is incorporated under Bermuda law, domiciled in Claude Debussylaan 88, 1082 MD Amsterdam, Netherlands and listed on NASDAQ. The economic data for the first half of 2017 are not immediately comparable with those of the same period of the previous year because they refer only to the financial statements of the former H3G Group, which did not previously draw up interim financial statements under IAS 34; accordingly, the comparative figures have not been subject to review by the audit firm. A proforma income statement is included in this Report on operations to simulate the effects of the merger from January 1, 2016 and allow the comparative commentary of some data. On the formation of the Joint Venture at the end of last year the respective holding and operating companies of the telecommunications businesses in Italy of CK Hutchison and VimpelCom, namely Wind Tre Italia and WIND Acquisition Holdings Finance SpA, and Wind Tre and WIND Telecomunicazioni SpA, and all their subsidiaries became subsidiaries of the Joint Venture, and the Joint Venture became the new parent company of the Group holding the telecommunications businesses in Italy of CK Hutchison and VimpelCom. WIND Acquisition Holdings Finance SpA and WIND Telecomunicazioni SpA have been merged. The following diagram sets out the structure of the Wind Tre Group at June 30, 2017. Report on operations 3 at June 30, 2017 The entry into the market of Iliad, the fourth infrastructure mobile operator, required by the European Commission as a mandatory condition for approving the merger between Wind Telecomunicazioni SpA and H3G SpA which took place at the end of last year, is planned for the end of 2017 or the beginning of 2018. In the fixed-line market the progressive slowdown in value contraction continues following the dissemination of new generation ultra-fast fiber connections and the overall improvement in broadband services. In addition emphasis continues to be given to increasing efficiency and obtaining a further optimization of the cost structure as part of the integration program that followed the merger of the two operating companies at the end of 2016. Report on operations 4 at June 30, 2017 COMPOSITION OF THE CORPORATE BODIES (B OARD OF DIRECTORS AND BOARD OF STATUTORY AUDITORS ) OF WIND TRE SPA Board of Directors (1) Chairman Christian Nicolas Roger Salbaing Directors Jeffrey Alan Hedberg, Managing Director Kjell Morten Johnsen Board of Statutory Auditors (2) Chairman Giancarlo Russo Corvace Standing auditor Marcello Romano Standing auditor Luca Occhetta Substitute auditor Roberto Colussi Substitute auditor Maurizio Paternò di Montecupo (1) The shareholders’ meeting of the Company (formerly H3G SpA) convened on November 5, 2016 appointed the Board of Directors until the date of the shareholders’ meeting that approves the Company’s financial statements for the year ending December 31, 2018. On June 22, 2017 the shareholders’ meeting of the Company appointed Mr. Jeffrey Alan Hedberg as a board member to replace the Managing Director, Mr. Maximo Ibarra,