HALF-YEARLY FINANCIAL REPORT 31 12 18 WorldReginfo - 01a9029e-9811-4089-a036-3fea5c32ee5c REGISTERED OFFICE Via Druento 175, 10151 Turin Contact Center 899.999.897 Fax +39 011 51 19 214 SHARE CAPITAL FULLY PAID € 8,182,133.28 REGISTERED IN THE COMPANIES REGISTER Under no. 00470470014 - REA no. 394963 WorldReginfo - 01a9029e-9811-4089-a036-3fea5c32ee5c WorldReginfo - 01a9029e-9811-4089-a036-3fea5c32ee5c CONTENTS REPORT ON OPERATIONS Board of Directors, Board of Statutory Auditors and Independent Auditors 5 Significant events in the first half of the 2018/2019 financial year 6 Review of the results for the first half of the 2018/2019 financial year 9 Significant events after 31 December 2018 13 Business outlook and main risks and uncertainties for the second half of the 2018/2019 financial year 15 CONDENSED HALF YEAR FINANCIAL STATEMENTS AT 31 DECEMBER 2018 Statement of financial position 16 Income statement 19 Statement of comprehensive income 19 Statement of changes in shareholders' equity 20 Statement of cash flows 21 Notes to the financial statements 22 CERTIFICATION PURSUANT TO SECTION 154-BIS OF ITALIAN LEGISLATIVE DECREE 58/98 62 INDEPENDENT AUDITORS' REPORT 63 HALF-YEARLY FINANCIAL REPORT 31 12 18 3 WorldReginfo - 01a9029e-9811-4089-a036-3fea5c32ee5c WorldReginfo - 01a9029e-9811-4089-a036-3fea5c32ee5c BOARD OF DIRECTORS, BOARD OF STATUTORY AUDITORS AND INDEPENDENT AUDITORS BOARD OF DIRECTORS CHAIRMAN Andrea Agnelli VICE CHAIRMAN Pavel Nedved NON INDEPENDENT DIRECTORS Maurizio Arrivabene Francesco Roncaglio Enrico Vellano INDEPENDENT DIRECTORS Paolo Garimberti Assia Grazioli Venier Caitlin Mary Hughes Daniela Marilungo REMUNERATION AND APPOINTMENTS COMMITTEE Paolo Garimberti (Chairman), Assia Grazioli Venier and Caitlin Mary Hughes CONTROL AND RISK COMMITTEE Daniela Marilungo (Chairman), Paolo Garimberti and Assia Grazioli Venier BOARD OF STATUTORY AUDITORS CHAIRMAN Paolo Piccatti AUDITORS Silvia Lirici Nicoletta Paracchini DEPUTY AUDITORS Lorenzo Jona Celesia Roberto Petrignani INDEPENDENT AUDITORS EY S.p.A. Expiry of the terms of office The terms of office of the Board of Directors and of the Board of Statutory Auditors will expire on the date of the Shareholders’ Meeting called to approve the Financial Statements at 30 June 2021. The appointment of the Independent Auditors will end on the date of the Shareholders’ Meeting called to approve the Financial Statements to 30 June 2021. HALF-YEARLY FINANCIAL REPORT 31 12 18 5 WorldReginfo - 01a9029e-9811-4089-a036-3fea5c32ee5c SIGNIFICANT EVENTS IN THE FIRST HALF OF THE 2018/2019 FINANCIAL YEAR FOOTBALL SEASON The First Team began training for the 2018/2019 season in mid-July, at the new Juventus Training Center in Turin, built in the area adjacent to the stadium and the Club’s headquarters, and owned by the J Village Fund. On 11 July 2018, the FIGC’s appointed bodies, after reviewing documentation submitted by Juventus and material sent by the Lega Nazionale Professionisti Serie A, issued the club with the National License for the current football season. In December, the First Team qualified for the round of sixteen of the UEFA Champions League 2018/2019, ranking in first place in its round. JUVENTUS UNDER 23 As from the 2018/2019 season, Juventus Under 23 team plays in Serie C, the third division of the Italian football Championship. 2018/2019 TRANSFER CAMPAIGN - FIRST PHASE Acquisitions and disposals of players’ registration rights The transactions conducted during the first phase of the 2018/2019 Transfer Campaign, from 1 July to 17 August 2018 in regard to the Italian market, led to a total increase in invested capital of € 223.2 million deriving from acquisitions and increases of € 248.2 million and reclassifications and disposals of € 19.6 million (net book value of disposed rights). The capital gains resulting from disposals amounted to € 43.7 million, while gains from temporary disposals amounted to a further € 26.9 million. The total net financial commitment of € 154.3 million is spread over five years, and includes auxiliary expenses and financial income and expenses implicit in deferred receipts and payments. For additional details see the Notes. Renewals of players’ contracts During the first half of the 2018/2019 financial year, renewals of contracts with the following players became effective: - Andrea Barzagli (up to 30 June 2019); - Giorgio Chiellini (up to 30 June 2020); - Sami Khedira (up to 30 June 2021); - Alex Sandro Lobo Silva (up to 30 June 2023); - Miralem Pjanic (up to 30 June 2023). This resulted in lower amortisation of approximately € 3.1 million for the first half of the 2018/2019 financial year. Moreover, during the first half of the 2018/2019 financial year, the contract of the player Carlo Pinsoglio was renewed (up to 30 June 2020), effective from 1 July 2019. 2018/2019 SEASON TICKET CAMPAIGN The Season Ticket Campaign for the 2018/2019 football season closed with the subscription of all the 29,300 available season passes, for net revenues of € 29.7 million (29,300 season passes and € 25.7 million in the previous season), including Premium Seats and additional services. 6 JUVENTUS FOOTBALL CLUB S.P.A. WorldReginfo - 01a9029e-9811-4089-a036-3fea5c32ee5c RENEWAL OF THE TECHNICAL PARTNERSHIP WITH ADIDAS The agreement with adidas Italy S.p.A. was modified on 21 December 2018 extending its expiry date to 30 June 2027. The current agreement, which would expire on 30 June 2021, covered six football seasons starting from 2015/2016. The new agreement will relate to the period starting with season 2019/2020 and cover in total eight football seasons until 2026/2027. During this period adidas will be the technical partner of all Juventus teams for a minimum fixed consideration of € 408 million. The consideration does not include additional royalty payments upon exceeding a threshold of sales and sports performance bonuses. With respect to the excellent performance of the commercial partnership and to the increased visibility of the Juventus brand in 2018, adidas recognized an additional bonus of € 15 million for 2018, entirely collected in the first half of financial year 2018/2019. The other terms and conditions of the existing contract remain unchanged until the start of the new agreement in season 2019/2020. ORDINARY SHAREHOLDERS' MEETING OF 25 OCTOBER 2018 The Ordinary Shareholders' Meeting of Juventus Football Club S.p.A approved the Financial Statements at 30 June 2018 which closed with a net loss of € 19.2 million, covered by use of retained earnings. Dividends were not therefore distributed. The Shareholders' Meeting established the number of members of the Board of Directors at 9 for the years 2018/2019, 2019/2020 and 2020/2021, appointing the directors Andrea Agnelli, Maurizio Arrivabene, Paolo Garimberti, Assia Grazioli- Venier, Caitlin Hughes, Daniela Marilungo, Pavel Nedved, Francesco Roncaglio and Enrico Vellano. The Directors Paolo Garimberti, Assia Grazioli-Venier, Caitlin Hughes and Daniela Marilungo stated they meet the independence requirements. The Board of Statutory Auditors was also appointed, and is composed of Paolo Piccatti (Chairman), Silvia Lirici and Nicoletta Paracchini. Roberto Petrignani and Lorenzo Jona Celesia were appointed as deputy auditors. The Chairman of the Board of Statutory Auditors and Auditors stated they meet the independence requirements. The Shareholders' Meeting also approved the Remuneration Report pursuant to Article 123-ter of Italian Legislative Decree 58/98. At the end of the Shareholders' Meeting, the Board of Directors met, confirming Andrea Agnelli as Chairman and Pavel Nedved as Vice Chairman, granting them with executive powers. It also confirmed the appointment of Paolo Garimberti as Chairman of the J Museum. After having verified that the directors Paolo Garimberti, Assia Grazioli-Venier, Caitlin Hughes and Daniela Marilungo met the independence requirements, the Board appointed Paolo Garimberti as Lead Independent Director and also appointed the following Committees: - Remuneration and Appointments Committee with Paolo Garimberti (Chairman), Assia Grazioli Venier and Caitlin Hughes; - Risk and Control Committee with Daniela Marilungo (Chairman), Paolo Garimberti and Caitlin Hughes The Supervisory Body pursuant to Italian Legislative Decree 231/2001, comprising Alessandra Borelli, Guglielmo Giordanengo and Patrizia Polliotto, was confirmed. TERMINATION OF EMPLOYMENT CONTRACTS On 31 October 2018, executive employment contracts with the following were terminated (i) Giuseppe Marotta, who was granted an indemnity in lieu of notice amounting of € 361,775, as well as the additional total amount of € 361,775 as a settlement compensation and redundancy incentive, and (ii) Aldo Mazzia, who was granted an indemnity in lieu of notice amounting of € 278,000, as well as an additional total amount of € 309,000 as a settlement compensation and redundancy incentive and severance bonus. HALF-YEARLY FINANCIAL REPORT 31 12 18 7 WorldReginfo - 01a9029e-9811-4089-a036-3fea5c32ee5c NEW CLUB ORGANISATION On 23 November 2018, the Board of Directors examined the new company organisation, which, in keeping with the previous organisation, is divided into three main operating areas: Sport, entrusted to Chief Football Officer Fabio Paratici, Revenue to Chief Revenue Officer Giorgio Ricci and Services to Chief Financial Officer Marco Re, who in the exercise of their roles, coordinated by the Chairman and Vice Chairman, report to the Board of Directors. Moreover, the new Board of Statutory Auditors, appointed by the