CONSOLIDATED 2018 FINANCIAL STATEMENTS CONSOLIDATED 2018 FINANCIAL STATEMENTS CONTENTS 5 Group key data 6 Parent Company officers 7 Group structure 7 Investment philosophy 8 Group chart 9 Financial highlights 10 Net Asset Value 11 Directors’ report 12 Analysis of the consolidated financial statements 19 Performance by business segment 56 Additional information 57 Significant events following the end of the financial year 58 Outlook for 2019 59 Consolidated financial statements at December 31, 2018 60 Consolidated statement of financial position 62 Consolidated income statement 63 Consolidated statement of comprehensive income 64 Consolidated statement of changes in shareholders’ equity 65 Consolidated cash flow statement 67 Notes to the consolidated financial statements 145 Annexes 146 List of consolidated companies at December 31, 2018 159 Report of the independent auditors EDIZIONE 3 GROUP KEY DATA EDIZIONE 5 PARENT COMPANY OFFICERS Board of Directors General Manager Fabio Cerchiai Carlo Bertazzo Chairman Marco Patuano Chief Executive Officer Alessandro Benetton Director Carlo Benetton 1 Director Board of Statutory auditors Christian Benetton 2 Angelo Casò Director Chairman Franca Bertagnin Benetton Giovanni Pietro Cunial Director Aldo Laghi Auditors Gilberto Benetton 3 Director Alberto Giussani Maria Martellini Sabrina Benetton 4 Alternate auditors Director Fabio Buttignon Director Giovanni Costa Director 1 Director whose term of office ended on July 10, 2018 In office until approval of the financial statements at December 31, 2019 2 Director in office since September 24, 2018 3 Deputy Chairman whose term of office ended on October 22, 2018 4 Director in office since January 7, 2019 Independent auditors Deloitte & Touche S.p.A. In office until approval of the financial statements at December 31, 2018 In office until approval of the financial statements at December 31, 2023 6 EDIZIONE GROUP KEY DATA GROUP INVESTMENT STRUCTURE PHILOSOPHY At December 31, 2018, the company Edizione S.r.l., fully Edizione, in exercising its prerogatives as a shareholder owned by the Benetton family, held equity investments in with respect to the companies of the Group, combines an the following industries: Transport Infrastructure, Digital entrepreneurial approach with solid financial discipline, Infrastructure, Food and Beverage, Clothing and Textiles, putting finance at its companies’ service in order to improve Real Estate and Agriculture and Financial Institutions. their competitive position and returns. Edizione maintains an ongoing dialogue with the managers of its holdings, while fully respecting their autonomy. Edizione aims to develop its investments over the long term and to help its holdings expand by strengthening their presence in their respective sectors. This goal can also be pursued through acquisitions, which leverage global relationships built over the years. Specifically, Edizione’s new investments are mainly focused on target companies that: – have a strong international exposure and are industry leaders, with sustainable distinctive factors; – are managed by a team with a strong business vision; – are in sectors not related with the existing portfolio, within the framework of a clear growth trend; – can produce a significant increase in value in the medium to long term, with a view to generating Total Shareholders Return; – can assure Edizione exercises a strategic influence. Partners that share Edizione’s strategic lines may be involved in the investment projects. GROUP KEY DATA EDIZIONE 7 GROUP CHART EDIZIONE 100% 30.25% 88.06% Transport Sintonia Atlantia 1 Autostrade per l’Italia Infrastructure 100% Autostrade dell’Atlantico 50% + 1 share Abertis 99.38% Aeroporti di Roma 62.50% 64% Azzurra Aéroports Aeroporti de la Côte d’Azur 100% Telepass 23.86% Hochtief 15.49% Getlink 60% 29.9% Digital ConnecT Cellnex Telecom Infrastructure 100% 50.10% Food and Schematrentaquattro Autogrill Beverage 100% 100% Clothing Benetton Benetton Group and Textiles 100% Olimpias Group 100% 100% Real Edizione Property Compañia de Tierras Sud Argentino Estate and Agriculture 100% Maccarese 100% 3.33% Financial Schematrentatre Assicurazioni Generali Institutions 2.10% Mediobanca Listed company 1 At December 31, 2018 Atlantia holds 0.95% of treasury shares 8 EDIZIONE GROUP KEY DATA FINANCIAL HIGHLIGHTS The Group’s results in 2018 and 2017, stated according to the International Financial Reporting Standards (IAS/IFRS), are summarised below. (Millions of Euro) 2018 2017 * Change % Revenues 13,119 12,106 1,013 8.4 EBITDA1 4,203 4,170 33 0.8 EBIT 2,301 2,624 (323) (12.3) Net income, Group 197 234 (37) (15.8) Net working capital (1,099) (754) (345) Net assets held for sale 1,302 3 1,299 Intangible assets, property, plant and equipment 58,765 27,825 30,940 Non-current financial assets 6,062 1,154 4,908 Other non-current assets/(liabilities), net (4,829) (2,806) (2,023) Total non-current assets 59,998 26,173 33,825 Net capital employed 60,201 25,422 34,779 Shareholders’ equity, Group 7,082 7,270 (188) Non-controlling interests 14,717 9,426 5,291 Total shareholders’ equity 21,799 16,696 5,103 Net financial indebtedness 38,402 8,726 29,676 Cash flow 2 3,389 2,861 528 Net income, Group / Shareholders’ equity (ROE) 3 2.8% 3.2% EBIT / Capital employed (ROI) 3 3.8% 10.3% 1 EBITDA: calculated as EBIT plus depreciation, amortisation, impairment * The 2017 figures show several differences from those published in the and operating provisions. Consolidated Financial Statements for 2017: 2 Cash Flow: calculated as Net income before minority interests - aviation revenues were restated in application of IFRS 15; plus depreciation, amortisation, impairment and provisions. - the allocations to and uses of the provisions for the repair and replacement 3 Calculated considering the contribution of Abertis to the Net income of motorway infrastructure and the allocations to provisions for risks of the Group and the EBIT for two months. and charges are stated in EBITDA; - the different presentation of the impacts on the income statement of several works for the refurbishment of airport infrastructure of Aéroports de la Côte d’Azur and motorway infrastructure of Traforo del Monte Bianco. Moreover, as a result of the application of IFRS 9, an increase of Euro 32 million was recognised in consolidated shareholders’ equity. The results for 2018 reflect the effects of the consolidation In order to adequately read the economic results of the of the Abertis group starting from the end of October 2018. Group and its statement of financial position, it must be considered that, following the acquisition of the Abertis group, the Atlantia group provides the predominant share of the consolidated results of the Edizione Group. Specifically, the Atlantia group contributed 50.5% to consolidated revenues in 2018, 89.6% to consolidated EBITDA for 2018 and 98.8% to consolidated net financial indebtedness at December 31, 2018. GROUP KEY DATA EDIZIONE 9 NET ASSET VALUE The table below shows a breakdown of the Net Asset Value (“NAV”) of Edizione at December 31, 2018 compared to the values at December 31, 2017: (Millions of Euro) 12.31.2018 12.31.2017 Change Value % on GAV Value % on GAV Absolute % Atlantia 4,495 46% 6,778 61% (2,283) (34%) Cellnex 977 10% - - 977 100% Autogrill 987 10% 1,419 13% (432) (30%) Assicurazioni Generali 757 8% 331 3% 426 n.s. Mediobanca 141 1% 178 2% (37) (21%) Listed companies 7,357 76% 8,706 78% (1,349) (15%) Real Estate and Agriculture 1,748 18% 1,554 14% 194 13% Clothing and Textiles 561 6% 618 6% (57) (9%) Other 62 1% 40 - 22 54% Non-listed companies 2,371 24% 2,212 20% 159 7% Financial Investments - - 262 2% (262) (100%) Gross Asset Value ("GAV") 9,728 100% 11,180 100% (1,452) (13%) Cash and Cash equivalents 498 1,639 (1,141) (70%) Net Asset Value 10,226 12,819 (2,593) (20%) The total asset value at December 31, 2018 was determined (Millions of Euro) by using the following valuation criteria: – equity investments in listed companies are valued based on the arithmetic average of the closing prices, in the 20 trading days prior to the valuation date; 69 Agriculture Others 62 – equity investments in unlisted companies are valued at the purchase cost in the 12 months following acquisition. Cash 498 Subsequently, the equity investments are valued at the carrying value or the value corresponding to the pro- 561 Clothing and Textiles rata equity, referring to the last statement of financial position available at the valuation date; 898 Financials Atlantia 4,495 – investment properties are valued at market value, as Institutions determined by third-party and internal appraisals; – net cash and cash equivalents of Edizione S.r.l. and the 100% owned sub-holdings include cash and cash 977 Cellnex equivalents and liquid financial investments at the valuation date, minus financial payables at the same date; – assets and liabilities denominated in foreign currency 987 Autogrill Real Estate 1,679 are converted at the exchange rate at the date of calculation of the NAV. 10 EDIZIONE GROUP KEY DATA DIRECTORS’ REPORT Dear Shareholders, Before examining the performance of operations, we would like to turn our thoughts to the premature passing, in the second half of 2018, of the Founding Shareholders, Carlo Benetton and Gilberto Benetton, remembering their humanity, professionalism and enthusiasm, which characterised them, as well as their extreme sense of responsibility in relation to Edizione and the Group. Their passing has been a significant loss to all those that knew and looked up to them. EDIZIONE 11 ANALYSIS OF THE CONSOLIDATED FINANCIAL STATEMENTS The year ended at December 31, 2018 was marked by The Edizione Group’s growing international scope and the achievement of significant extraordinary operations, diversified business segments allowed it to gain ground in specifically, the acquisition of the Abertis group, 2018, in both revenues (+8.4%) and EBITDA (+0.8%).