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Wind Telecomunicazioni Group

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Wind Telecomunicazioni Group WIND TELECOMUNICAZIONI GROUP Consolidated financial statements as of and for the year ended December 31, 2014 AUDITORS’ REPORT IN ACCORDANCE WITH ARTICLE 14 OF LEGISLATIVE DECREE N° 39 OF 27 JANUARY 2010 WIND TELECOMUNICAZIONI SPA AND ITS SUBSIDIARIES (“WIND GROUP”) CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2014 AUDITORS’ REPORT IN ACCORDANCE WITH ARTICLE 14 OF LEGISLATIVE DECREE N° 39 OF 27 JANUARY 2010 To the shareholders of Wind Telecomunicazioni SpA 1 We have audited the consolidated financial statements of Wind Telecomunicazioni SpA and its subsidiaries (“Wind Group”) as of 31 December 2014 which comprise the consolidated statement of financial position, consolidated income statement, consolidated statement of comprehensive income, consolidated cash flow statement, statement of changes in consolidated equity and related notes. The directors of Wind Telecomunicazioni SpA are responsible for the preparation of these financial statements in compliance with International Financial Reporting Standards as adopted by the European Union. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. 2 We conducted our audit in accordance with the auditing standards issued by the Italian Accounting Profession (Consiglio Nazionale dei Dottori Commercialisti e degli Esperti Contabili) and recommended by Consob, the Italian Commission for Listed Companies and the Stock Exchange. Those standards require that we plan and perform the audit to obtain the necessary assurance about whether the consolidated financial statements are free of material misstatement and, taken as a whole, are presented fairly. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the directors. We believe that our audit provides a reasonable basis for our opinion. For the opinion on the consolidated financial statements of the prior period, which are presented for comparative purposes as required by law, reference is made to the report issued by other auditors dated 21 March 2014. 3 In our opinion, the consolidated financial statements of the Wind Group as of 31 December 2014 comply with International Financial Reporting Standards as adopted by the European Union; accordingly, they have been prepared clearly and give a true and fair view of the financial position, result of operations and cash flows of the Wind Group for the period then ended. 4 The directors of Wind Telecomunicazioni SpA are responsible for the preparation of a report on operations in compliance with the applicable laws. Our responsibility is to express an opinion on the consistency of the report on operations with the financial statements, as required by law. For this purpose, we have performed the procedures required under Italian Auditing Standard n° 001 issued by Consiglio Nazionale dei Dottori Commercialisti e degli Esperti Contabili and recommended by Consob. In our opinion, the report on operations is consistent with the consolidated financial statements of Wind Group as of 31 December 2014. Rome, 27 February 2015 PricewaterhouseCoopers SpA Signed by Scott Cunningham (Partner) This report has been translated into the English language from the original, which was issued in Italian, solely for the convenience of international readers. 2 of 2 WIND TELECOMUNICAZIONI GROUP Report on operations at December 31, 2014 CONTENTS THE WIND TELECOMUNICAZIONI GROUP..................................................................................3 BOARD OF DIRECTORS AND CORPORATE BODIES OF WIND TELECOMUNICAZIONI SPA..............................4 WIND GROUP HIGHLIGHTS AT DECEMBER 31, 2014...................................................................5 COMMERCIAL AND OPERATING PERFORMANCE ...............................................................................9 NETWORK ....................................................................................................................... 22 RESEARCH AND DEVELOPMENT ACTIVITIES ................................................................................. 24 HUMAN RESOURCES ........................................................................................................... 25 CORPORATE SOCIAL RESPONSIBILITY....................................................................................... 28 REGULATORY FRAMEWORK AT DECEMBER 31, 2014 ..................................................................... 30 CONSOLIDATED FINANCIAL AND PERFORMANCE DATA .................................................................... 43 SUMMARIZED FINANCIAL STATEMENTS OF THE PARENT WIND TELECOMUNICAZIONI SPA AND OF SUBSIDIARIES............. 52 SUBSEQUENT EVENTS.......................................................................................................... 54 RISK MANAGEMENT ............................................................................................................ 54 RELATED PARTY TRANSACTIONS ............................................................................................. 54 DISCLOSURES PURSUANT TO ARTICLE 2497-TER OF THE ITALIAN CIVIL CODE ...................................... 54 OUTLOOK ....................................................................................................................... 55 PROPOSED ALLOCATION OF THE RESULT OF THE PARENT WIND TELECOMUNICAZIONI SPA ...................... 55 GLOSSARY ....................................................................................................................... 56 Report on operations 2 at December 31, 2014 THE WIND TELECOMUNICAZIONI GROUP The WIND Telecomunicazioni Group (hereinafter also WIND Group or the Group) is a leading Italian telecommunications operator and offers mobile, Internet, fixed-line voice and data products and services to consumer and corporate subscribers. The Group markets its mobile services through ‘‘WIND’’ brand and it provides voice, network access, international roaming and value added services, or ‘‘VAS,’’ as well as mobile Internet services, to its mobile subscribers, through (i) the Global System for Mobile Communications (‘‘GSM’’) and General Packet Radio Services allowing continuous connection to the Internet (‘‘GPRS’’) (which are known as ‘‘second generation’’ or ‘‘2G’’ technologies), and (ii) universal mobile telecommunications systems, which are designed to provide a wide range of voice, high speed data and multimedia services (‘‘UMTS’’) and high-speed downlink packet access (‘‘HSDPA’’) technology (which are known as ‘‘third generation’’ or ‘‘3G’’ technologies). In line with the Italian telecommunications market, the majority of WIND mobile subscribers are pre-paid subscribers. WIND is the main alternative fixed-line operator in Italy based on revenue. It markets its fixed-line voice, broadband and data services primarily through ‘‘Infostrada’’ brand. The following are the main offices of the Parent WIND Telecomunicazioni SpA: Registered office Via Cesare Giulio Viola, 48 - 00148 Rome - Italy Secondary office Via Lorenteggio, 257 - 20152 Milan - Italy The Parent WIND Telecomunicazioni SpA (hereinafter also WIND or the Parent) is controlled by Wind Telecom SpA through WIND Acquisition Holdings Finance SpA, which wholly owns WIND Telecomunicazioni SpA. At the present date VimpelCom Amsterdam BV holds 92.24% of Wind Telecom SpA while WIND Acquisition Holdings Finance SpA holds 7.76%. The following diagram outlines the structure of the WIND Group at December 31, 2014. WIND Telecomunicazioni SpA Wind Acquisition 27% Finance II SA 27% WIND Finance SL SA 100% 100% Wind Acquisition WIND Retail Srl Finance SA Report on operations 3 at December 31, 2014 BOARD OF DIRECTORS AND CORPORATE BODIES OF WIND TELECOMUNICAZIONI SPA Board of Directors (1) Chairman Andrew Mark Davies Directors Maximo Ibarra, CEO Vincenzo Nesci Albert Hollema Felix Saratovsky Board of Statutory Auditors (2) Chairman Giancarlo Russo Corvace Standing auditor Roberto Colussi Standing auditor Maurizio Paternò di Montecupo Substitute auditor Lelio Fornabaio Substitute auditor Stefano Zambelli (1) On February 27, 2014, Mr. Jo Olav Lunder resigned from his office as Board member of WIND and Chairman of the Board of Directors of the Company. On March 5, 2014, the Board of Directors of the Company co-opted Mr. Andrew Mark Davies as a member of the Board of Directors and Chairman of the Board until the shareholders’ meeting of WIND approving the financial statement as of December 31, 2013. The shareholders’ meeting of WIND dated April 18, 2014, that approved the financial statement of the Company as of December 31, 2013, appointed the new Board of Directors for a two- year term until the date of the shareholders’ meeting convened for the approval of the Company’s financial statements as at December 31, 2015. The Shareholders’ meeting further confirmed Mr. Davies as Chairman of the Board of Directors of WIND. The Board of Directors of WIND convened on April 18, 2014 confirmed Mr. Maximo Ibarra as Chief Executive Officer of the Company. (2) The Shareholders’ meeting held on April 12, 2013 appointed the Board of Statutory Auditors of the Company for a three-year term until the date of the shareholders’ meeting convened for the approval of the Company’s financial statements at December 31, 2015. Report on operations 4 at December 31, 2014 WIND GROUP HIGHLIGHTS AT DECEMBER 31, 2014 The operating and financial data reported below are
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