Class Editori 2012 Report on Operations and Financial Statements Share capital € 10,560,751.00 fully paid up Registered office: 5, Via Burigozzo, Milan Tax code and VAT number: 08114020152 R.E.A. 1205471 Table of contents Class Group Composition of Corporate Bodies ...................................................................................... 4 Report on operations of the Publishing House ................................................................... 5 Financial statement highlights of subsidiaries and associates ............................................ 27 Consolidated Financial Statement for the Publishing House ............................................. 32 Statement of changes in consolidated Net Equity 2011 and 2012 ..................................... 37 Consolidated cash flow statement ..................................................................................... 38 Consolidated financial situation at 31st December 2012 pursuant to Consob Resolution no. 15519 dated 27/07/2006 ............................................................................ 39 Explanatory notes to the consolidated financial statements .............................................. 42 Schedule of significant equity holdings pursuant to Art. 120 of Legislative Decree No. 58/1998 ....................................................................................................................... 79 Related party transactions at 31st December 2012 ............................................................ 82 Certification of the consolidated financial statements in accordance with Article 81-ter of CONSOB (Italian Stock Exchange and Corporate Surveillance Commission) regulations no. 11971/1999 ......................................................................... 89 Report of the Board of Statutory Auditors ......................................................................... 91 Report of the Independent Auditor on the Consolidated Financial Statements ................. 94 Class Editori Spa Management report of the parent company ....................................................................... 97 Separate financial statements of the Parent Company ....................................................... 108 Statement of changes in Net Equity 2011 and 2012 .......................................................... 113 Consolidated cash flow statement ..................................................................................... 114 Notes to the separate balance sheet of the parent company ............................................... 115 Certification of the financial statements of the year in accordance with Article 81- ter of CONSOB (Italian Stock Exchange and Corporate Surveillance Commission) regulation n° 11971/1999 ............................................................................ 159 Report of the Board of Statutory Auditors on the financial statements of the Parent Company ................................................................................................................ 161 Report of the Independent Auditor on the Financial Statements of the parent company ............................................................................................................................ 172 Page 3 Composition of Corporate Bodies Board of Directors Chairman Victor Uckmar Vice Chairman and Managing Director Paolo Panerai Vice Chairman Luca Nicolò Panerai Vice Chairman Pierluigi Magnaschi Executive Director Vittorio Terrenghi Executive Director Gabriele Capolino Directors William L. Bolster Maurizio Carfagna Paolo Del Bue Peter R. Kann Samanta Librio Maria Martellini Angelo Eugenio Riccardi Board of Statutory Auditors Chairman Carlo Maria Mascheroni Statutory Auditors Lucia Cambieri Vieri Chimenti Alternate auditors Ferruccio Germiniani Pierluigi Galbussera Independent Auditor BDO Spa The three-year mandates of the Board of Directors and the Board of Statutory Auditors, appointed by the Shareholders’ Meeting on 30th April 2010, will expire at the time of the Shareholders’ Meeting that approves the financial statements for the 2012 financial year. The independent auditor is appointed until the Shareholders’ Meeting which will approve the 2012 financial statements. Page 4 Report on operations of the Publishing House Page 5 Class Editori Spa and subsidiaries Registered office - Via Marco Burigozzo 5, Milan MANAGEMENT REPORT AT 31st DECEMBER 2012 Preamble The report of Class Editori and its subsidiaries and the Parent Company Class Editori Spa as of 31st December 2012, both of which were audited, were drawn up based on the assumption of the functioning and continuation of company operations, applying the international accounting standards established by the IFRS ratified by the Commission of the European Union in regulation No. 1725/2003 and subsequent amendments, in compliance with European Parliament regulation No. 1606/2002, which were ratified, together with the respective interpretations, by regulation (EC) No. 1126/2008 which, starting on 2nd December 2008, annuls and replaces regulation No. 1725/2003 and subsequent amendments. The above-cited reports take account of the recommendations contained in Consob Resolution no. 15519 of 27th July 2006 and Consob announcement DEM/6064293 of 28 July 2006. The figures for the comparison period have also been reclassified according to IFRS. Company performance With respect to the previous year, the consolidated income statement at 31st December 2012 includes the deconsolidation of MF Honyvem Spa which was sold to Cerved Group Spa in December 2011, as well as the deconsolidation of Classpi Spa, sub-concessionaire for advertising sales, a 33% share in which was sold to a private equity fund. In compliance with international accounting standards, the economic figures of Classpi were consolidated until the moment of sale, namely, up to and including 30th September 2012. The turnover of MF Honyvem Spa, and the activity sector (inhomogeneous with respect to the publishing and advertising turnover of the group), made comparison of the economic figures for 2011 with the same period in the previous year relatively insignificant. To standardise the scope of consolidation and thus allow performance to be compared, reference is made to the pro-forma income statement shown in the tables after the standard consolidated income statement. In these tables, figures for 2011 were also expressed without MF Honyvem Spa (hereinafter known as MFH). Total turnover at 31st December 2012 amounts to 94.33 million euros, down 33.3% compared with the 141.32 million of 2011. The overall reduction in turnover with the same perimeter of consolidation amounts to approximately 15.8%. As well as the turnover of MFH, amounting to 11.6 million euros, the 2011 income statement benefited from turnover generated by the transfer in December 2011 of the subsidiary, MF Honyvem, as a result of which a capital gain of 17.6 million euros was posted. In 2012, instead, turnover of 3.2 million euros deriving from the revaluation of the shares of the company owning the financial data distribution activities and the on-line trading platform held for sale was posted in the framework of the sale of 31.2% of Class Digital Service srl to Intesa San Paolo, in the sphere of an industrial efficiency and savings programme for users of financial data and the MF Trading platform. Page 6 Operating costs fell by 17.9% from 129.12 million euros at 31st December 2011 to 106.04 million euros in 2012. At the same perimeter of consolidation, costs fell by 10%. The fall in operating costs, amounting to 12.1 million euros with the same perimeter of consolidation, derives from the rationalisation, containment and saving operations, as detailed below, that were begun and consolidated during the year. The gross operating margin, defined as the difference between operating income and operating costs prior to depreciation/amortisation and financial expenses, showed a loss of 11.71 million euros. It showed a profit of 12.20 million euros at 31st December 2011 due to sales and deconsolidations. The financial statements of Class Editori and subsidiaries at 31st December 2012 showed a net loss of 12.9 million euros (against a net profit of 5.6 million euros in 2011). The financial statements of Class Editori Spa closed with a loss of 13.9 million against a profit of 8.2 million in 2011. Primary economic – financial events of the period Figures published by Nielsen for 2012 show an overall fall of 14.3% in the advertising market. In particular, newspapers fell by 17.6% while the magazine market performed even worse, dropping by 18.4%. TV advertising figures also fell considerably, by 10.2%, while the only rise concerned the Internet, which grew by 5%, even though the advertising value of this channel is still a small percentage of the overall market (approximately 9%). Much of the Internet turnover is captured by Google which in Italy continues to enjoy publishers’ content free of charge, while in France, Belgium and other countries the local authorities have imposed a payment, even though this is still inadequate. Advertising revenues generated by the Publishing house’s publications showed an overall improvement with respect to the market, with an approximately 9% reduction in direct sales for publications. The largest contraction in advertising revenues (approximately 23%, as detailed below) was caused by two extraordinary phenomena, namely, the deconsolidation of the advertising