2013 Report Azimut Holding Spa

2013 Report Azimut Holding Spa 2013 Report Azimut Holding Spa Gruppo Azimut Summary Azimut Group Management Report 1 Consolidated financial statements at 31 December 2012 25 Notes to the consolidated accounts at 31 December 2012 37 Certification of the consolidated accounts pursuant 117 to article 154-bis of Legislative Decree n° 58/98 Azimut Holding Spa Management Report 119 Financial statements at 31 December 2012 137 Notes to the accounts at 31 December 2012 149 Attachments 205 Certification of the accounts pursuant 210 to article 154-bis of Legislative Decree n° 58/98 6 Gruppo Azimut Consolidated financial statements at 31 December 2013 1 2 Gruppo Azimut Management report The Azimut Group achieved record performance in 2013, in line with the previous Group results year. Specifically, the Group consolidated net profit amounted to 155,753 thousand euro (160,695 thousand euro in 2012), while consolidated EBIT came to 182,505 thousand euro (180,808 thousand euro in 2012). Total assets under management at the end of 2013 reached 21.4 billion euro, up by approximately 22% compared to the end of 2012. Total assets, including assets under custody, amounted to 23.9 billion euro. In 2013, the Group set a historical record in terms of inflows (up 120% on 2012), confirming the Group’s upward trend. Group total inflows were positive at 3,104 million euro at 31 December 2013. The recruitment of financial advisors showed a positive balance: in 2013, the Group networks showed 159 new engagements, bringing the total number of advisors to 1477. Assets (amounts in millions of euro) Total assets Figures in millions of euro AUM AUM Change and net inflows 31/12/2013 31/12/2012 Absolute % Mutual funds 18,649 15,668 2,981 19.0% Discretionary portfolio management and other 2,860 1,939 921 47.5% AZ Life insurance 2,576 1,540 1,036 67.3% Double counting (2,664) (1,653) (1,011) 61.2% Total AUM, net 21,421 17,494 3,927 22.4% Securities, third-party funds and A/C 2,529 2,098 431 20.5% Total 23,950 19,592 4,358 22.2% Net inflows (amounts in millions of euro) Figures in millions of euro 2013 2012 Absolute % Change Mutual funds 2,243 1,051 1,192 113.4% Discretionary portfolio management 849 495 354 71.5% AZ Life insurance 975 576 399 69.2% Double counting (963) (536) (427) 79.7% Total net inflows 3,104 1,586 1,518 95.7% Securities, third-party funds and A/C 132 (112) 244 n/a Total 3,236 1,474 1,762 119.5% 3 Management report Consolidated net financial With regard to the methods used to assess net financial debt, reference is made to the debt 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 reporting date. Items 31/12/2013 31/12/2012 A Cash 16 19 B Cash equivalents: 548,067 342,525 Due from banks 486,588 295,954 Due from managed funds 61,479 46,571 C Available-for-sale financial assets 97,466 57,922 D Total cash A+B+C 645,549 400,466 E Short term receivables F Short term bank loans - - G Current portion of long term debt: (13,740) (34,174) Bonds (Azimut ‘09-’16) (354) (708) Bonds (Azimut ‘11-’16 Senior) (19) (20) Bonds (Azimut ‘13-’20 Convertible) (52) Due to banks (lease-back) (3,123) (3,145) Due to banks (BPN loan) (10,192) (30,301) H Other short term payables I Short term financial debt F+G+H (13,740) (34,174) J Short term financial debt (net) I-E-D 631,809 366,292 K Long term bank loans: (40,100) (53,200) Due to banks (BPN loan) (40,000) (50,000) Due to banks (lease-back) (100) (3,200) L Bonds (228,183) (34,936) Bonds (Azimut ‘09-’16) (17,005) (34,115) Bonds (Azimut ‘11-’16 Senior) (817) (821) Bonds (Azimut ‘13-’20 Convertible) (210,361) M Other long term debt - - N Long term financial debt K+L+M (268,283) (88,136) O Net (financial) debt J+N 363,526 278,156 4 Gruppo Azimut Net financial position was at +364 million euro at 31 December 2013, an improve- ment of 85 million euro on the 278 million euro at 31 December 2012. The results were impacted by the liquidity generated by operating activities, as well as by 94.2 million euro for the payment of dividends to shareholders and holders of profit-participating financial instruments and the payment to Fondazione Azimut Onlus of 1.8 million euro made in execution of the Shareholders’ resolution of 24 April 2013, in addition to the following main operations performed during the year: • exercise of the call option on 134,643 profit-participating financial instruments for a total of 3,231 thousand euro, pursuant to the Shareholders’ resolution of 29 April 2010 and the subsequent resolutions of the Board of Directors; • on 27 September 2013, Azimut Holding Spa acquired 16.84% of Siamo Soci Srl against a total consideration of 700 thousand euro; • on 30 August 2013, AZ International Holdings Sa acquired 51% of Taiwanese AN Ping Investment against a consideration of 2,029 thousand euro; • on 2 October 2013, AZ International Holdings Sa acquired 55% of Athenaeum Ltd against a consideration of 1,404 thousand euro; • on 10 October 2013, AZ International Holdings acquired 50% of AZ Legan Admi- nistracao de Recursos Ltda, through its subsidiary AZ Brasil Holdings Ltda, against a consideration of 7,431 thousand euro; • on 20 December 2013, Azimut Holding Spa acquired 46% of Programma 101 Spa against a total consideration of 423 thousand euro. 5 Management report Loans raised and repaid during the year The changes in financial debt items during the year are shown in the following table. Euro/000 Interest rate Currency Nominal Effective Total Total Maturity Nominal Book Value Value Balance at 01/01/2013 Euro 119,536 Of which: BPN loan - Line A Euro Euribor+1.15 Euribor+1.15 20,000 20,000 2013 BPN loan - Line B Euro Euribor+1.25 Euribor+1.25 70,000 60,000 2018 Subordinated bond “Azimut 2009-2016” Euro 4% 5.15 53,075 32,429 2016 Bond “Azimut 2011-2016 Senior” Euro 2.50% 3.06% 884 807 2016 Lease-Back debt Euro Euribor+0.4% Euribor+0.4% 9,400 6,300 2015 Issues: 210,361 Subordinated bond “Azimut 2013-2020” Euro 2.13% 4.91% 250,000 209,880 2020 Repayments: Euro (50,515) BPN loan - Line A Euro Euribor+1.25 Euribor+1.25 (20,000) (20,000) 2013 BPN loan - Line B Euro Euribor+1.25 Euribor+1.25 (10,000) (10,000) 2013 Subordinated bond “Azimut 2009-2016” Euro 4% 5.71 (17,691) (17,405) 2016 Bond “Azimut 2011-2016 Senior” Euro 2.50% 3.06% (10) (10) 2016 Lease-Back debt Euro Euribor+0.4% Euribor+0.4% (3,100) (3,100) 2015 Balance at 31/12/2013 Euro 279,382 The instalments of the loan granted by Banco Popolare relating to Lines A and B totalling 30,000 thousand euro were repaid on 30 June 2013. In April 2013, following the request from a subscriber of the “Azimut 2011-2016 Senior” bond, Azimut Holding Spa, in accordance with the regulations of said bond, repurchased 10 bonds for an amount of 10 thousand euro. On 1 July 2013, as well as paying the interest instalment of 1,415 thousand euro, and in execution of the Board of Directors’ decision of 9 May 2013, Azimut Holding Spa also made an advance partial redemption of the 2009-2016 subordinated bond (“Azimut 2009 - 2016 subordinato 4%”) totalling 17.7 million euro, or 20% of the ori- ginal par value. As from 25 November 2013, Azimut Holding Spa completed the issue of the subordinated bond 2013-2020 (“Azimut 2013-2020 convertible 2.125%) totalling 250 million euro, of which 35.7 million euro was recognised as an equity component. 6 Gruppo Azimut Reconciliation of Azimut Holding Spa net income and shareholders’ equity to consolidated figures Total shareholders’ equity of which profit at 31/12/2013 for the year Holding opening balance 619,331 148,510 Adjustments due to changes in calendar year 2,106 Total Holding shareholders’ equity 621,437 148,510 Adjustments: Results of consolidated companies 253,805 253,805 Subsidiary consolidation effects 110,379 Azimut Holding Spa dividend cancellation (160,514) (160,514) Azimut Consulenza Sim Spa dividend cancellation (42,862) (42,862) AZ Investimenti Sim Spa dividend cancellation (41,148) (41,148) AZ International dividend cancellation (1,898) (1,898) Equity accounted investments 1,550 35 Tax adjustments (2,183) 362 Other consolidation adjustments (49,823) (537) Total Group shareholders’ equity 688,742 155,753 Minority interest 4,852 126 Total shareholders’ equity 693,594 155,879 In order to provide a more effective representation of results, the income statement Reclassified consolidated has been reclassified and thus better reflects the content of the items according to income statement 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 investment products issued by AZ Life Ltd, 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 expenses” are now classified as “Acquisition costs”; the Enasarco/Firr contributions related to these commission expenses and the other trade payables associated with the distribution network, booked under “Administrative costs”, are now classified as “Acquisition costs”; the amount allocated to the supplementary in- demnity provision for agents (ISC) reported under “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 “Overheads/administrative costs”; 7 Management report • interest expense on loans was reported under “Interest expense” in the reclassified income statement.

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