Interim Management Report
to 31 March 2012 1
INTERIM MANAGEMENT
REPORT
TO 31 MARCH 2012
______________________
First Quart...
Interim Management Report
to 31 March 2012 2
DeA Capital S.p.A.
(hereinafter the company or parent company)
Corporate info...
Interim Management Report
to 31 March 2012 3
Contents
Interim Report on Operations
1. Profile of DeA Capital S.p.A.
2. Inf...
Interim Management Report
to 31 March 2012 4
Interim Report on Operations
Interim Management Report
to 31 March 2012 5
1. Profile of DeA Capital S.p.A.
With an investment portfolio of around EUR 8...
Interim Management Report
to 31 March 2012 6
The corporate structure of the group headed by DeA Capital S.p.A. (DeA Capita...
Interim Management Report
to 31 March 2012 7
At 31 March 2012, the DeA Capital Group reported group shareholders’ equity o...
Interim Management Report
to 31 March 2012 8
o Funds
 units in four funds managed by the subsidiary IDeA Capital Funds SG...
Interim Management Report
to 31 March 2012 9
2. Information for shareholders
 Shareholder structure - DeA Capital S.p.A. ...
Interim Management Report
to 31 March 2012 10
 Share performance (°)
From 11 January 2007, when DeA Capital S.p.A. began ...
Interim Management Report
to 31 March 2012 11
 Investor relations
DeA Capital S.p.A. maintains stable and structured rela...
Interim Management Report
to 31 March 2012 12
3. The group’s key Balance Sheet and Income Statement figures
Key Consolidat...
Interim Management Report
to 31 March 2012 13
4. Significant events in the first quarter of 2012
The significant events th...
Interim Management Report
to 31 March 2012 14
5. Results of the DeA Capital Group
The results reported by the DeA Capital ...
Interim Management Report
to 31 March 2012 15
 Private Equity Investment
In terms of equity investments, at 31 March 2012...
Interim Management Report
to 31 March 2012 16
Investments in associates
- Santé (parent company of GDS)
Headquarters: Fran...
Interim Management Report
to 31 March 2012 17
Générale de Santé (EUR million)
First
Quarter
2012
First
Quarter
2011 % chg....
Interim Management Report
to 31 March 2012 18
- Sigla Luxembourg (parent company of Sigla)
Headquarters: Italy
Sector: Con...
Interim Management Report
to 31 March 2012 19
Investments in other companies
- Kenan Investments (indirect parent company ...
Interim Management Report
to 31 March 2012 20
paid to the lead investor, BC Partners, which was partly recognised in the i...
Interim Management Report
to 31 March 2012 21
- Other investments
Other investments totalled approximately EUR 1.3 million...
Interim Management Report
to 31 March 2012 22
- IDeA OF I
IDeA Opportunity Fund I
Headquarters: Italy
Sector: Private equi...
Interim Management Report
to 31 March 2012 23
- on 25 February 2011, it purchased a 9.29% stake in Telit Communications PL...
Interim Management Report
to 31 March 2012 24
- IDeA I FoF
IDeA I Fund of Funds
Headquarters: Italy
Sector: Private equity...
Interim Management Report
to 31 March 2012 25
Other important information:
Below is an analysis of the portfolio, updated ...
Interim Management Report
to 31 March 2012 26
- ICF II
ICF II
Headquarters: Italy
Sector: Private equity
Website: www.idea...
Interim Management Report
to 31 March 2012 27
Notes
1. % of the FMV of the investment at 31 March 2012
2. % of the commitm...
Interim Management Report
to 31 March 2012 28
- IDeA EESS
IDeA Efficienza Energetica e Sviluppo Sostenibile (Energy Effici...
Interim Management Report
to 31 March 2012 29
The table below shows the key figures for IDeA EESS at 31 March 2012.
IDeA E...
Interim Management Report
to 31 March 2012 30
- AVA
Atlantic Value Added
Headquarters: Italy
Sector: Private Equity – Real...
Interim Management Report
to 31 March 2012 31
- Units in venture capital funds
Units in venture capital funds are all conc...
Interim Management Report
to 31 March 2012 32
 Alternative Asset Management
At 31 March 2012, DeA Capital S.p.A. was the ...
Interim Management Report
to 31 March 2012 33
be made in compliance with regulatory restrictions. The main geographical fo...
Interim Management Report
to 31 March 2012 34
- IDeA FIMIT SGR
Headquarters: Italy
Sector: Alternative Asset Management - ...
Interim Management Report
to 31 March 2012 35
(EUR million)
Asset Under
Management
at 31.03.2012
Management
fees at
31.03....
Interim Management Report
to 31 March 2012 36
Atlantic 2: Diversification by geographical area Atlantic 2: Diversification...
Interim Management Report
to 31 March 2012 37
Beta: Diversification by geographical area Beta: Diversification by intended...
Interim Management Report
to 31 March 2012 38
IDeA FIMIT SGR (mln €)
First
Quarter
2012
First
Quarter
2011 *
AUM 9,476 3,3...
Interim Management Report
to 31 March 2012 39
 Financial Review - Income statement
The group registered a net loss of app...
Interim Management Report
to 31 March 2012 40
Summary Group Income Statement
(Euro thousands)
First
Quarter
2012
First
Qua...
Interim Management Report
to 31 March 2012 41
 Financial Review - Statement of Performance - IAS 1
Comprehensive Income o...
Interim Management Report
to 31 March 2012 42
 Financial Review – Balance Sheet
The balance sheet for the group at 31 Mar...
Interim Management Report
to 31 March 2012 43
At 31 March 2012, group shareholders’ equity was approximately EUR 700.9 mil...
Interim Management Report
to 31 March 2012 44
6. Other information
At 31 March 2012, the group had 170 employees, of which...
Interim Management Report
to 31 March 2012 45
Consolidated Financial Statements and
Notes to the Accounts
Interim Management Report
to 31 March 2012 46
1. Consolidated Statement of Financial Position
(Euro thousand)
March
31,201...
Interim Management Report
to 31 March 2012 47
2. Consolidated Income Statement
(Euro thousands)
First
Quarter
2012
First
Q...
Interim Management Report
to 31 March 2012 48
3. Statement of Comprehensive Income (Statement of Performance - IAS 1)
Comp...
Interim Management Report
to 31 March 2012 49
4. Consolidated Cash Flow Statement (direct method)
(Euro thousands)
First
Q...
Interim Management Report
to 31 March 2012 50
5. Statement of Changes in Consolidated Shareholders’ Equity
(Euro thousands...
Interim Management Report
to 31 March 2012 51
Introduction to the Notes to the Accounts
Structure and contents of the Inte...
Interim Management Report
to 31 March 2012 52
Basis of consolidation
The basis of consolidation at 31 March 2012 had chang...
Interim Management Report
to 31 March 2012 53
Notes to the Consolidated Balance Sheet
NON-CURRENT ASSETS
Non-current asset...
Interim Management Report
to 31 March 2012 54
Available-for-sale investments
At 31 March 2012, the DeA Capital Group held ...
Interim Management Report
to 31 March 2012 55
(EUR million)
Private Equity
Investment
Alternative Asset
Management
Total
V...
Interim Management Report
to 31 March 2012 56
NON-CURRENT LIABILITIES
At 31 March 2012, non-current liabilities totalled a...
Interim Management Report
to 31 March 2012 57
Notes to the Consolidated Income Statement
Alternative asset management fees...
Interim Management Report
to 31 March 2012 58
Significant events after the end of the period and outlook
 Significant eve...
Interim Management Report
to 31 March 2012 59
of the Board of Directors and the Chief Executive Officer with all the neces...
Interim Management Report
to 31 March 2012 60
c. the amendment to article 5 of the articles of association to incorporate ...
DA Capital resoconto intermedio al 31 03 2012 eng
DA Capital resoconto intermedio al 31 03 2012 eng
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DA Capital resoconto intermedio al 31 03 2012 eng

  1. 1. Interim Management Report to 31 March 2012 1 INTERIM MANAGEMENT REPORT TO 31 MARCH 2012 ______________________ First Quarter 2012 Board of Directors of DeA Capital S.p.A. Milan, 14 May 2012
  2. 2. Interim Management Report to 31 March 2012 2 DeA Capital S.p.A. (hereinafter the company or parent company) Corporate information DeA Capital S.p.A. is subject to the management and co-ordination of De Agostini S.p.A. Registered office: Via Borgonuovo, 24, 20121 Milan, Italy Share capital: EUR 306,612,100 (fully paid up), represented by shares with a nominal unit value of EUR 1, totalling 306,612,100 shares (27,606,590 of which were in the portfolio at 31 March 2012). Tax code, VAT code and recorded in the Milan Register of Companies under no. 07918170015 Board of Directors (*) Chairman Lorenzo Pellicioli Chief Executive Officer Paolo Ceretti Directors Lino Benassi (1) Rosario Bifulco (1 / 4 / 5) Marco Boroli Daniel Buaron Claudio Costamagna (3 / 5) Marco Drago Roberto Drago Severino Salvemini (2 / 3 / 5) (#) Board of Statutory Auditors (*) Chairman Angelo Gaviani Regular Auditors Gian Piero Balducci Cesare Andrea Grifoni Alternate Auditors Andrea Bonafè Maurizio Ferrero Giulio Gasloli Secretariat of the Board of Directors Diana Allegretti Manager responsible for preparing Manolo Santilli the company’s accounting statements Independent KPMG S.p.A. auditors (*) In office until the approval of the financial statements to 31 December 2012 (#) Co-opted by the Board of Directors of DeA Capital S.p.A. on 14 May 2012 (1) Member of the Internal Audit Committee (2) Member and Chairman of the Internal Audit Committee - Lead Independent Director (3) Member of the Remuneration Committee (4) Member and Co-ordinator of the Remuneration Committee (5) Independent director
  3. 3. Interim Management Report to 31 March 2012 3 Contents Interim Report on Operations 1. Profile of DeA Capital S.p.A. 2. Information for shareholders 3. The group’s key Balance Sheet and Income Statement figures 4. Significant events in the first quarter of 2012 5. Results of DeA Capital Group 6. Other information Consolidated Financial Statements and Notes to the Accounts Statement of Responsibilities for the Interim Management Report to 31 March 2012
  4. 4. Interim Management Report to 31 March 2012 4 Interim Report on Operations
  5. 5. Interim Management Report to 31 March 2012 5 1. Profile of DeA Capital S.p.A. With an investment portfolio of around EUR 820 million and assets under management of over EUR 11,000 million, DeA Capital S.p.A. is currently one of Italy’s largest alternative investment operators. The company, which operates in both the Private Equity Investment and Alternative Asset Management businesses, is listed on the FTSE Italia STAR segment of the Milan stock exchange, and heads the De Agostini Group in the area of financial investments. DeA Capital has "permanent" capital, and therefore has the advantage – compared with traditional private equity funds, which are normally restricted to a pre-set duration – of greater flexibility in optimising the timing of entry to and exit from investments. In terms of investment policy, this flexibility allows it to adopt an approach based on value creation over the medium to long term. PRIVATE EQUITY INVESTMENT ALTERNATIVE ASSET MANAGEMENT  Direct investments In the services sector, in Europe and Emerging Europe.  Indirect investments In private equity funds of funds, co- investment funds and theme funds.  IDeA Capital Funds SGR, which manages private equity funds (funds of funds, co-investment funds and theme funds) Assets under management: EUR 1.2 billion  IDeA FIMIT SGR, which manages real estate funds. Assets under management: EUR 9.5 billion  Soprarno SGR, which manages total return funds and other services companies (IDeA SIM, IdeA Servizi Immobiliari and IdeA Agency)
  6. 6. Interim Management Report to 31 March 2012 6 The corporate structure of the group headed by DeA Capital S.p.A. (DeA Capital Group, or the Group) at the end of the first quarter of 2012 is summarised below: DeA Capital S.p.A. 100% Shareholdings and VC Funds 100% DeA Capital Investments (Luxembourg) Quota IDeA OF I Quota IDeA I Fund of Funds Shareholding Kenan Investments Shareholding Santé Shareholding Sigla Luxembourg Shareholding Migros Shareholding Stepstone FARE Holding FARE SpA FAI 70% IDeA Capital Funds SGR IDeA Alternative Investments 100% 100% Soprarno SGR 65% Quota IDeA ICF II 100% Other Minority Stakes 65% Shareholding Sigla Shareholding GDS IDeA SIM Quota IDeA EESS IFIM 58,31 % 20,98% 40,32% IDeA FIMIT SGR Quota AVA Direct Private Equity Investment Indirect Private Equity Investment Private Equity Investment Alternative Asset Management Holding Companies With regard to the corporate structure shown above, on 1 January 2012 the merger by incorporation of the wholly-owned subsidiary IDeA Alternative Investments into DeA Capital S.p.A., an operation decided by the Boards of Directors of these companies on 26 July 2011, became effective. The purpose of the merger, which entails the reorganisation of the DeA Capital Group’s corporate structure, is to centralise within the parent company the cash flows from the Alternative Asset Management business, and to determine the strategic guidelines for this business. On 28 March 2012, an agreement was signed with Deb Holding, a company controlled by the director Daniel Buaron that holds 30% of the share capital of FARE Holding. The purpose of the agreement was to bring forward, with effect from 24 April 2012, the exercise of the option to sell the stake in FARE Holding held by Deb Holding to DeA Capital S.p.A. Under the agreements stipulated, on 24 April 2012 DeA Capital S.p.A. acquired full control of FARE Holding, and at the same time changed the company name of FARE Holding and its subsidiaries FARE and FAI, to DeA Capital Real Estate, IDeA Servizi Immobiliari and IDeA Agency respectively. Lastly, on 11 April 2012 an agreement was signed with Massimo Caputi and the company he controls, Feidos S.p.A., which together own a stake of 41.69% in I.F.IM. (“IFIM", which in turn holds 20.98% in IDeA FIMIT SGR). The purpose of the agreement was to bring forward, to this date, the exercise of the option to sell the stakes in IFIM held by Massimo Caputi and Feidos S.p.A. to DeA Capital S.p.A. Following the transaction, DeA Capital S.p.A. acquired full control of IFIM.
  7. 7. Interim Management Report to 31 March 2012 7 At 31 March 2012, the DeA Capital Group reported group shareholders’ equity of EUR 700.9 million, corresponding to a net asset value (NAV) of EUR 2.51 per share, with an investment portfolio of EUR 820.3 million. More specifically, the investment portfolio, which consists of equity investments (Private Equity Investment) of EUR 428.5 million, funds (Private Equity Investment) of EUR 160.2 million, and net assets relating to Alternative Asset Management of EUR 231.6 million, is broken down below.  PRIVATE EQUITY INVESTMENT o Equity investments  strategic shareholding in Générale de Santé (GDS), France's leading private healthcare provider, whose shares are listed on the Eurolist market in Paris (with a free float of less than 5% and low trading volumes). The investment is held through the Luxembourg-registered company Santé S.A., an associate of the DeA Capital Group (stake of 42.89%)  minority shareholding in Migros, Turkey's biggest food retail chain, whose shares are listed on the Istanbul Stock Exchange. The investment is held through the Luxembourg-registered company Kenan Investments S.A., an investment recorded in the AFS portfolio of the DeA Capital Group (stake of 17.03%)  strategic shareholding in Sigla, which provides finance to all customer segments (salary-backed loans and personal loans) and services non- performing loans in Italy. The investment is held through the Luxembourg- registered company Sigla Luxembourg S.A., an associate of the DeA Capital Group (stake of 41.39%). Investment portfolio n. EUR/mln Equity investments 8 428.5 Funds 12 160.2 Private Equity Investment 20 588.7 Alternative Asset Management (*) 6 231.6 Investment portfolio 26 820.3 (*) Equity investments in subsidiaries relating to Alternative Asset Management are valued using the equity method in this table. 31.03.2012
  8. 8. Interim Management Report to 31 March 2012 8 o Funds  units in four funds managed by the subsidiary IDeA Capital Funds SGR i.e. in the funds of funds IDeA I Fund of Funds (IDeA I FoF) and ICF II, in the co-investment fund IDeA Opportunity Fund I (IDeA OF I, formerly IDeA CoIF I) and in the theme fund IDeA Energy Efficiency and Sustainable Growth (IDeA EESS)  a unit in the real estate fund Atlantic Value Added (AVA) managed by IDeA FIMIT SGR  other units in seven venture capital funds.  ALTERNATIVE ASSET MANAGEMENT  controlling interest in IDeA Capital Funds SGR (100%), which manages private equity funds (funds of funds, co-investment funds and theme funds) with about EUR 1.2 billion in assets under management  controlling interest in IDeA FIMIT SGR (61.30%), Italy's largest real estate asset management company with about EUR 9.5 billion in assets under management and 24 funds (including five listed funds)  controlling interest in Soprarno SGR (65%), which manages total return funds, in IdeA Servizi Immobiliari/IdeA Agency (100%), which operates in project, property and facility management and real estate brokerage, and in IDeA SIM (65%), which operates in the sector of property brokerage companies.
  9. 9. Interim Management Report to 31 March 2012 9 2. Information for shareholders  Shareholder structure - DeA Capital S.p.A. (#) De Agostini SpA 58.3% Treasury stock 9.0% Mediobanca 4.8% DEB Holding* 3.8% Free float 24.1% (#) Figures to 31 March 2012. (*) Company controlled by director Daniel Buaron.
  10. 10. Interim Management Report to 31 March 2012 10  Share performance (°) From 11 January 2007, when DeA Capital S.p.A. began operations, to 31 March 2012 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 DeA Capital LPX 50 FTSE Star FTSE All From 1 January 2012 to 31 March 2012 1.25 1.30 1.35 1.40 1.45 1.50 1.55 1.60 DeA Capital FTSE All FTSE Star LPX 50 (°) Source: Bloomberg
  11. 11. Interim Management Report to 31 March 2012 11  Investor relations DeA Capital S.p.A. maintains stable and structured relationships with institutional and individual investors. In 2012, the company continued its communications campaign, participating in the Milan Star Conference in March 2012 and holding meetings and conference calls with portfolio managers and financial analysts from Italy and abroad. Coverage of the DeA Capital stock is currently carried out by Equita SIM and Intermonte SIM, the two main intermediaries on the Italian market, with Intermonte SIM acting as a specialist. The research prepared by these intermediaries is available in the Investor Relations section of the website www.deacapital.it. In December 2008, the DeA Capital share joined the LPX50® and LPX Europe® indices. The LPX® indices measure the performance of the major listed companies operating in private equity (“Listed Private Equity” or LPE). Due to its high degree of diversification by region and type of LPE investment, the LPX50® index has become one of the most popular benchmarks for the LPE asset class. The method used to constitute the index is published in the LPX Equity Index Guide. For further information, please visit: www.lpx.ch. The website is the primary mode of contact for individual investors, who may choose to subscribe to a mailing list and send questions or requests for information and documents to the company's Investor Relations area, which is committed to answering queries promptly, as stated in the Investor Relations Policy published on the site. A quarterly newsletter is also published for individual investors with the aim of keeping them updated on key news, as well as providing clear and simple analysis of quarterly results and share performance. Performance of the DeA Capital share at 31 March 2012 The company’s shares declined in value by 51.8% between 11 January 2007, when DeA Capital S.p.A. began operations, and 31 March 2012; in the same period of time, the FTSE All- Share®, FTSE Star® and LPX50® registered respective performances of -59.8%, -36.0% and -48.5%. The DeA Capital share gained 2.8% in 2012, while the FTSE All-Share® advanced by 7.2%, the FTSE Star® by 17.6% and the LPX50® by 14.2%. The share’s liquidity was lower than in 2011, with average daily trading volumes of around 125,400 shares. The share prices registered in the first three months of 2012 are shown below. (in Euro) 1 Jan to 31 Mar 2012 Maximum price 1.49 Minimum price 1.26 Average price 1.36 Price at 31 March 2012 (EUR per share) 1.37 Market capitalisation at 31 March 2012 (EUR million) 419
  12. 12. Interim Management Report to 31 March 2012 12 3. The group’s key Balance Sheet and Income Statement figures Key Consolidated Income Statement and Balance Sheet figures at 31 March 2012, compared with the corresponding figures at 31 March 2011 and 31 December 2011, are shown below. NAV/share (EUR) 2.51 2.75 2.38 Group NAV 700.9 805.8 669.0 Group net profit/(loss) (0.9) (6.0) (43.6) Comprehensive income (Group share) 34.0 44.0 (70.2) (Statement of Performance – IAS 1) Investment portfolio 820.3 854.9 775.9 Net financial position – Holding Companies (118.2) (52.9) (113.5) Net financial position consolidated (104.7) (24.9) (102.5) (EUR million) March 31,2012 March 31,2011 December 31,2011 The table below shows the change in group NAV during the first quarter of 2012. Group NAV at 31.12.11 669.0 280.7 2.38 Acquisti di Azioni Proprie (2.3) (1.7) 1.36 Risultato Complessivo - Statement of Performance – IAS 1 34.0 Altri movimenti di NAV 0.2 Group NAV at 31.03.12 700.9 279.0 2.51 (*) Average price of purchases in 2012 Change in Group NAV Total value (EUR m) No. Shares (millions) Value per share (€) *
  13. 13. Interim Management Report to 31 March 2012 13 4. Significant events in the first quarter of 2012 The significant events that occurred in the first quarter of 2012 are reported below.  Private equity funds – paid calls and distributions On 12 January 2012, DeA Capital increased its investments in the IDeA I FoF, IDeA ICF II, IDeA OF I and IDeA EESS fund, with payments totalling EUR 3.0 million (EUR 0.7 million, EUR 1.9 million, EUR 0.3 million and EUR 0.1 million respectively).  Agreements to acquire the residual shares of FARE Holding and IFIM On 28 March 2012, an agreement was signed with Deb Holding, a company controlled by the director Daniel Buaron that holds 30% of the share capital of FARE Holding. The purpose of the agreement was to bring forward, with effect from 24 April 2012, the exercise of the put option held by Deb Holding on its stake in FARE Holding. The transaction, which transferred full control of FARE Holding to DeA Capital S.p.A., set the price of the stake at EUR 31.8 million, in addition to the payment of amounts corresponding to the NAV of units of the Atlantic 1 and Atlantic 2/Berenice funds (in line with the amount booked under the consolidated net financial position at 31 December 2011), payable as of 12 December 2013. The agreement also stipulates payment to Deb Holding of an amount equal to 30% of any dividends to be distributed by FARE Holding for 2012. As already provided for under the agreements in place, director Daniel Buaron also resigned from his positions at IDeA FIMIT SGR and FARE Holding, with effect from 12 April 2012 (the date of the approval of the 2011 financial statements of IDeA FIMIT SGR) and 24 April 2012 respectively. Under the agreements stipulated, on 24 April 2012 DeA Capital S.p.A. changed the company name of FARE Holding and its subsidiaries FARE and FAI, to DeA Capital Real Estate, IDeA Servizi Immobiliari and IDeA Agency respectively. On 11 April 2012 an agreement was signed with Massimo Caputi and the company he controls, Feidos S.p.A., which together own a stake of 41.69% in I.F.IM. (“IFIM", which in turn holds 20.98% in IDeA FIMIT SGR), for the purpose of bringing forward, to this date, the exercise of the option to sell the stakes in IFIM held by Massimo Caputi and Feidos to DeA Capital S.p.A. The transaction, which gave DeA Capital S.p.A. full control of IFIM, was concluded for EUR 19.3 million. The agreement also provides for the payment to the same sellers of a supplement to the price (earn-out), connected to the finalisation, by IDeA FIMIT SGR - by 30 June 2013 - of a list of potential new funds, negotiations for which were already under way when Massimo Caputi sold his stake. In accordance with agreements in force, Massimo Caputi resigned from his positions at IDeA FIMIT SGR and IFIM, with effect from 12 April 2012.
  14. 14. Interim Management Report to 31 March 2012 14 5. Results of the DeA Capital Group The results reported by the DeA Capital group for the period relate to the businesses below:  Private Equity Investment, which includes the reporting units that carry out private equity investment, broken down into equity investments (Direct Investments) and investments in funds (Indirect Investments)  Alternative Asset Management, which includes reporting units involved in asset management activities and related services, with a focus on the management of private equity and real estate funds  The DeA Capital Group’s investment portfolio Changes in the DeA Capital Group's investment portfolio in the Private Equity Investment and Alternative Asset Management business areas, as defined above, are summarised in the table below. Investment portfolio n. EUR/mln Equity investments 8 428.5 Funds 12 160.2 Private Equity Investment 20 588.7 Alternative Asset Management (*) 6 231.6 Investment portfolio 26 820.3 (*) Equity investments in subsidiaries relating to Alternative Asset Management are valued using the equity method in this table. 31.03.2012 Details on portfolio asset movements in the first quarter of 2012 are provided in the sections on the Private Equity Investment and Alternative Asset Management businesses below.
  15. 15. Interim Management Report to 31 March 2012 15  Private Equity Investment In terms of equity investments, at 31 March 2012, the DeA Capital Group was a shareholder of:  Santé, indirect parent company of Générale de Santé (valued at EUR 237.6 million)  Kenan Investments, indirect parent company of Migros (valued at EUR 167.6 million)  Sigla Luxembourg, the parent company of Sigla (valued at EUR 22.0 million) The DeA Capital Group is also a shareholder in five companies (Elixir Pharmaceuticals Inc., Kovio Inc., Stepstone, Harvip Investimenti and Alkimis SGR - whose value at 31 March 2012 was EUR 1.3 million. With regard to funds, at 31 March 2012 the Private Equity Investment business of the DeA Capital Group held units in:  IDeA I FoF (valued at EUR 95.1 million)  IDeA OF I (valued at EUR 40.4 million)  ICF II (valued at EUR 10.8 million)  AVA (valued at EUR 2.5 million)  IDeA EESS and seven other venture capital funds (with a total value of approximately EUR 11.4 million) Valuations of equity investments and funds in the portfolio reflect estimates made using the information available on the date this document was prepared. Please see the notes to the financial statements below for further details on valuations and related estimates.
  16. 16. Interim Management Report to 31 March 2012 16 Investments in associates - Santé (parent company of GDS) Headquarters: France Sector: Healthcare Website: www.generale-de-sante.fr Investment details: On 3 July 2007, DeA Capital S.p.A. finalised the purchase, through its wholly-owned subsidiary DeA Capital Investments, of a 43.01% equity investment in Santé S.A., the parent company of Générale de Santé S.A. both directly and through Santé Dévéloppement Europe S.A.S.. At 31 March 2012, the DeA Capital Group's shareholding was 42.89% (or 42.99% in income statement terms). Brief description: Founded in 1987 and listed on the Eurolist market in Paris since 2001, Générale de Santé is a leading player in the private healthcare sector in France with revenues of about EUR 2 billion at end-2011. France is the second largest country in Europe in terms of annual healthcare expenditure after Germany. Its healthcare system is one of the most advanced in the world, is still heavily fragmented and is marked by the presence of numerous independent hospitals. The company has approximately 19,400 employees and 106 clinics in total. In addition, it is the main independent association of doctors in France (5,050 doctors). Its activities include medicine, surgery, obstetrics, oncology and radiotherapy, mental health, subacute pathologies and rehabilitation. The company operates under the following names: Générale de Santé Cliniques (acute care), Médipsy (psychiatry), Dynamis (rehabilitation) and Généridis (radiotherapy). The equity investment in Santé, which is recognised under “Investments in associates”, is valued at approximately EUR 237.6 million in the consolidated financial statements to 31 March 2012 (EUR 235.2 million at 31 December 2011); the change with regard to 31 December 2011 is due to profit on the income statement of EUR 2.2 million and other changes for EUR 0.2 million.
  17. 17. Interim Management Report to 31 March 2012 17 Générale de Santé (EUR million) First Quarter 2012 First Quarter 2011 % chg. Revenues 518 520 -0.5% EBITDA 80 78 2.3% EBIT 47 29 60.7% Group net profit 19 8 157.3% Net financial debt (862) (872) -1% With regard to GDS’s operating performance, revenues in the first quarter of 2012 were broadly in line with those of the previous year, but up by 3.7% on a same-structure basis (and therefore excluding the impact on the 2011 figures of the clinics sold during that year), due to growth in services volumes (particularly in medicine and surgery). The average tariff increase forecast for medical, surgical and obstetric services for 2012 was 0.19%, and 0.29% for psychiatry (therefore well below the projected inflation rate). The trend in revenues in the first half of 2012 resulted in growth in the EBITDA margin, mainly due to the effects on personnel costs of the plan to streamline the central structures and regional coordination which was completed during 2011 (the “Plan Social”). Comparison with the 2011 EBIT and net result figures show that these were affected by one- off costs of approximately EUR 17 million related to the Plan Social. Net debt was largely unchanged (EUR 862 million at 31 March 2012 compared with EUR 854 million at 31 December 2011), due to the balancing between operating cash flow and financial income. From a strategic and organisational point of view, the overall regional reorganisation plan, which includes the replanning of the central structures mentioned above in order to create centres that will coordinate the operations of several clinics, provides for, as an intermediate stage, the definition of the medical projects that these coordination centres will develop over the current year. These projects are supported by medical service plans, with the aim of creating a chain of clinics and identifying centres of excellence for medical specialisations, enabling the offering to be optimised relative to the need in the region in question. The aim of this reorganisation into coordination centres is to enhance GDS’ operating efficiency, and, at the same time, to strengthen the group's profile as a symbol of excellence in French healthcare. The projects most recently launched by the company to rationalise operations include a plan to cut procurement costs, the finalisation of the clinic grouping plan, which involves completion of two more initiatives during the current year, and the opening, also in 2012, of three new clinics for rehabilitation and two for psychiatry.
  18. 18. Interim Management Report to 31 March 2012 18 - Sigla Luxembourg (parent company of Sigla) Headquarters: Italy Sector: Consumer credit Website: www.siglacredit.it Investment details: On 5 October 2007, DeA Capital Investments finalised the acquisition of a stake (currently 41.39%) in Sigla Luxembourg, the holding company that controls Sigla, which operates in Italy and provides finance to all customer segments. Brief description: Sigla, which is recorded in the special list pursuant to art. 107 of the T.U.B. (Italian consolidated banking law) with effect from 31 March 2011, specialises in the consumer credit sector in Italy by providing personal loans and "salary-backed loans". It is a benchmark operator in the provision of financial services to households, and operates throughout Italy chiefly through a network of agents. The company’s product range of salary-backed loans and personal loans was expanded in 2010 to include the servicing of portfolios of unsecured non-performing loans (personal loans and credit cards). The investment in Sigla Luxembourg, which is reported under “Investments in associates”, is valued at approximately EUR 22.0 million in the consolidated financial statements to 31 March 2010, unchanged from 31 December 2011. Sigla (EUR million) First Quarter 2012 First Quarter 2011 % chg. Loans to customers* 61.7 89.9 -31.4% Revenues from loans to customers 0.9 1.5 -36.3% CQS granted 23.8 28.8 -17.3% Revenues from CQS 1.4 1.7 -14.6% Group net profit (0.1) 0.1 n.a. * Net receivables exclude salary-backed loans (CQS) In terms of Sigla's operating performance, the company’s results in the first quarter of 2012 should be seen in the context of the turbulent macroeconomic situation. This environment has affected both demand for financing, which is still limited due to stagnant consumption, and supply behaviour, influenced by the funding crunch. The first quarter of 2012 therefore saw a contraction in salary-backed loans (CQS) of 17.3%. With regard to margins, the decline in revenues from personal loans (due to the company's progressive repositioning on the CQS product, typically less capital–intensive) and from CQS was partially reabsorbed at bottom-line level due to measures to improve structural efficiency.
  19. 19. Interim Management Report to 31 March 2012 19 Investments in other companies - Kenan Investments (indirect parent company of Migros) Headquarters: Turkey Sector: Food retail Website: www.migros.com.tr Investment details: In 2008, the DeA Capital Group acquired about 17% of the capital of Kenan Investments, the company heading the structure to acquire the controlling interest in Migros. Brief description: Migros was established in 1954, and is the leading company in the food retail sector in Turkey with a share of about 34% in the organised retail market. Growth in the food retail sector in Turkey is a relatively recent phenomenon, brought about by the transition from traditional systems such as bakkals (small stores typically run by families) to an increasingly widespread organised distribution model driven by expansion and the modernisation process under way in Turkey. The company has a total of 731 outlets (at 31 December 2011) with a total net sales area of approximately 782,000 square metres. Migros is present in all seven regions of Turkey, and has a marginal presence abroad in Kazakhstan and Macedonia. The company operates under the following names: Migros, Tansas and Macrocenter (supermarkets), 5M (hypermarkets), Ramstore (supermarkets abroad) and Kangurum (online store). On 17 February 2011 Migros finalised the sale to third parties of stores located in Azerbaijan for a total of about TRY 22 million. On 24 August 2011, Migros also completed the sale of Şok (the discount arm of the group) to Yildiz Holding Group, a leading Turkish food producer, for approximately TRY 600 million. The business sold consisted of some 1,200 supermarkets, with revenues in 2010 of TRY 1.2 billion (or around 19% of Migros’s consolidated revenues). The equity investment in Kenan Investments is recognised in the consolidated financial statements to 31 March 2012 at EUR 167.6 million (compared with EUR 127.1 million at 31 December 2011); the change of EUR 40.5 million versus 31 December 2011 was due to the increase in the market price of Migros shares (TRY 16.2 per share at 31 March 2012, compared with approximately TRY 12.6 per share at 31 December 2011), as well as the appreciation of the Turkish Lira against the Euro (TRY 2.38/EUR at 31 March 2012, versus TRY 2.44/EUR at 31 December 2011). The effect on the NAV of the DeA Capital Group of this change in fair value was partially offset by the provisioning of EUR 7.2 million in estimated carried interest to be
  20. 20. Interim Management Report to 31 March 2012 20 paid to the lead investor, BC Partners, which was partly recognised in the income statement (EUR 3.0 million) and partly recognised in the fair value reserve (EUR 4.2 million). Migros (mln YTL) 2011* 2010* % chg. Revenues 5,753 5,160 11.5% EBITDA 386 348 11.1% EBIT 232 218 6.4% Group net profit (163) 43 n.s. Net financial debt (1,611) (1,583) -2% * Awaiting publication of the data of the first quarter 2012 - the data for year 2011 are provided The sale of the discount division (“Şok”) was motivated by the aim of focussing on the sector in which Migros is leader, with a reduction in financial leverage and the deconsolidation of operating losses associated with the development of the discount network. The focus on the Migros brand was further strengthened with the decision to convert about 100 sales outlets previously under the Tansas brand to the main brand. This strategy also helped the company to improve efficiency in the supply chain. With regard to the macroeconomic situation, the Turkish economy continued to register strong growth in 2011 (+8.2%). The food retail sector in Turkey performed particularly well. Revenues in the sector rose by over 17% due in part to continued growth of 13.5% in commercial space (source: Migros). The retail food market continued to show the highest growth rate in the discount sector (> 20%). However, the supermarket business continues to dominate representing 62% of the food retail sector. Migros solidified its leading position in this sector in terms of both market share and profitability. With regard to Migros’ operating performance (with reference to a structure that does not include the sold discount division), revenues increased by 11.5% in 2011 compared with 2010, while profitability also improved (with the launch of 70 new sales outlets). The net result was down, due to the loss related to the revaluation of the debt component in Euro owing to the depreciation of the Turkish Lira (from 2.05 TRY/EUR at 31 December 2010 to 2.44 TRY/EUR at 31 December 2011). For 2012 and the medium term, Migros has announced its plans to expand the network by opening about 100 new points of sale per year. The new openings will mainly be in the form of small supermarkets of between 150 and 2,500 square metres. Specifically, the 150-350 square metre size will be used in high-traffic residential areas with a special emphasis on fresh products and a much broader choice than in discount stores.
  21. 21. Interim Management Report to 31 March 2012 21 - Other investments Other investments totalled approximately EUR 1.3 million in the consolidated financial statements to 31 March 2012. Company Registered office Business sector % holding Alkimis SGR Italy Asset management company 10.00 Elixir Pharmaceuticals Inc. USA Biotech 1.30 Harvip Investimenti S.p.A. Italy Distressed real estate and other investments 25.00 Kovio Inc. USA Printed circuitry 0.42 Stepstone Acquisition Sàrl Luxembourg Special Opportunities 36.72 Funds At 31 March 2012, the DeA Capital Group’s Private Equity Investment business included investments (other than the investment in the IDeA OF I fund and in the AVA real estate fund, which are classified under “Investments in associates”, based on the units held) in two funds of funds (IDeA I FoF and ICF II), one theme fund (IDeA EESS) and a further seven venture capital funds for a total of approximately EUR 160.2 million (corresponding to the estimated fair value calculated using the information available on the date this document was prepared). Residual commitments associated with all the funds in the portfolio were approximately EUR 166.5 million (in their respective original currencies of denomination: EUR 164.0 million and GBP 2.0 million).
  22. 22. Interim Management Report to 31 March 2012 22 - IDeA OF I IDeA Opportunity Fund I Headquarters: Italy Sector: Private equity Website: www.ideasgr.it Investment details: At its meeting on 20 July 2011, the Board of Directors of IDeA Capital Funds SGR approved a number of regulatory changes. These included changing the name of the IDeA Co- Investment Fund I to IDeA Opportunity Fund I (IDeA OF I) and extending investment opportunities to qualified minority interests, independently or via syndicates. IDeA OF I is a closed-end fund under Italian law for qualified investors, which began activity on 9 May 2008 and is managed by IDeA Capital Funds SGR. DeA Capital Investments and DeA Capital S.p.A. have a total commitment of up to EUR 101.8 million in the fund. Brief description: IDeA OF I has total assets of approximately EUR 217 million. Its objective is to invest – via syndicates with a lead investor, independently, or by purchasing qualified minority interests – in medium-sized and large transactions. At 31 March 2012, IDeA OF I had called up approximately 52.4% of the total commitment after making five investments: - on 8 October 2008, it acquired a 5% stake in Giochi Preziosi S.p.A., a company active in the production, marketing and sale of children’s games with a product line covering childhood to early adolescence - on 22 December 2008, it acquired a 4% stake in Manutencoop Facility Management S.p.A. through subscription to a reserved capital increase. This company is Italy’s leading integrated facility management company, providing and managing a wide range of property management services and other services for individuals and government agencies - on 31 March 2009, it acquired a 17.43% stake in Grandi Navi Veloci S.p.A., an Italian shipping company that transports passengers and goods on various routes around the Mediterranean Sea. On 2 May 2011, with the finalisation of Marinvest's entry into the shareholder structure of Grandi Navi Veloci S.p.A. through the subscription of a reserved capital increase, the stake held by IDeA OF I was diluted to 9.21% - on 10 February 2011, it invested EUR 10 million in bonds convertible into shares of Euticals S.p.A., the Italian leader in the production of active ingredients for pharmaceutical companies that operate in the generics sector on 3 April 2012, these bonds were transferred to the “Lauro 57” vehicle, which currently holds 100% of the capital of Euticals after acquiring a 7.77% stake in the company. The equity investment was valued at EUR 16.9 million, with a capital gain of EUR 6.9 million
  23. 23. Interim Management Report to 31 March 2012 23 - on 25 February 2011, it purchased a 9.29% stake in Telit Communications PLC, the third-largest producer of machine-to-machine communications systems in the world. The stake held by OF I was subsequently diluted to 9.13% due to the exercise by the company's management of stock options. The units held in IDeA OF I have been recognised in the consolidated financial statements to 31 March 2012 at EUR 40.4 million, an increase versus 31 December 2011 as a result of an increase of net investments of EUR 0.3 million, an increase in fair value delta of EUR 0.4 million, and a pro-rata net profit for the period of EUR 2.9 million. The table below shows the key figures for IDeA OF I at 31 March 2012. IDeA OF I Registered office Year of commitment Fund Size Subscribed commitment % DeA Capital in fund Euro (€) IDeA Opportunity Fund I Italia 2008 216,550,000 101,750,000 46.99 Residual Commitments Total residual commitment in: Euro 48,403,196
  24. 24. Interim Management Report to 31 March 2012 24 - IDeA I FoF IDeA I Fund of Funds Headquarters: Italy Sector: Private equity Website: www.ideasgr.it Investment details: IDeA I FoF is a closed-end fund under Italian law for qualified investors, which began activity on 30 January 2007 and is managed by IDeA Capital Funds SGR. DeA Capital Investments and DeA Capital S.p.A. have a total commitment of up to EUR 173.5 million in the fund. Brief description: IDeA I FoF, which has total assets of approximately EUR 681 million, invests its assets in units of unlisted closed-end funds that are mainly active in the local private equity sector of various countries. It optimises the risk-return profile through careful diversification of assets among managers with a proven track record of returns and solidity, different investment approaches, geographical areas and maturities. At the date of the latest report available, the IDeA I FOF portfolio was invested in 42 funds with different investment strategies; these funds in turn hold around 434 positions in companies with various degrees of maturity that are active in geographical regions with different growth rates. The funds are diversified in the buy-out (control) and expansion (minorities) categories, with overweighting towards medium- and small-scale transactions and special situations (distressed debt/equity and turnaround). At 31 March 2012, IDeA I FoF had called up 65.6% of its total commitment and had made distributions totalling approximately 15.2% of that commitment.
  25. 25. Interim Management Report to 31 March 2012 25 Other important information: Below is an analysis of the portfolio, updated to the date of the latest report available, broken down by year of investment, geographical area, type and sector. Notes 1. % of the FMV of the investment at 31 March 2012 2. % of fund size. Based on paid-in exposure (capital invested + residual commitments) at 31 March 2012 The IDeA FoF units have a value of approximately EUR 95.1 thousand in the consolidated financial statements to 31 March 2012, with a change during the period that includes an increase in contributions made in the form of capital calls of EUR 0.7 million and a decrease in fair value delta of approximately EUR 1.8 million. The table below shows the key figures for IDeA I FoF at 31 March 2012. IDeA I FoF Registered office Year of commitment Fund Size Subscribed commitment % DeA Capital in fund Euro (€) IDeA I Fund of Funds Italia 2007 681,050,000 173,500,000 25.48 Residual Commitments Total residual commitment in: Euro 59,753,392 Breakdown by industry (1)Breakdown by type of fund (2) Breakdown by vintage (1) Breakdown by geographical area (2) 20% Not committed 2%Global RoW 13% US 20% Europe44% 9% 6% Not committed 2%Special Situations 18% Expansion VC 5% Asset Based PE Small Buyout 14% Mid Buyout 31% Large Buyout 15% 10% 5% 14% Pharmaceutical1% Healthcare6% Consumer staples 5% Consumer discretionary 12% Distressed Assets 9% Raw Materials Energy 14% Transport Industrial 9% RE 3% Luxury 3% IT Media 3% Financial 4% 23% 2011 11% 2010 2009 19% 2008 19% 2007 15% 2006 7% 2005 4% 2000-2004 3%
  26. 26. Interim Management Report to 31 March 2012 26 - ICF II ICF II Headquarters: Italy Sector: Private equity Website: www.ideasgr.it Investment details: ICF II is a closed-end fund under Italian law for qualified investors, which began activity on 24 February 2009 and is managed by IDeA Capital Funds SGR. DeA Capital Investments and DeA Capital S.p.A. have a total commitment of up to EUR 51 million in the fund. Brief description: ICF II, which had total assets of EUR 281 million, invests its assets in units of unlisted closed-end funds that are mainly active in the local private equity sector of various countries. It optimises the risk-return profile through careful diversification of assets among managers with proven historical returns and solidity, different investment approaches, geographical areas and maturities. The fund started building its portfolio by focusing on funds in the area of mid-market buy-outs, distressed and special situations, loans, turnarounds and funds with a specific sector slant, targeting in particular opportunities offered in the secondary market. At the date of the latest report available, the ICF II portfolio was invested in 21 funds with different investment strategies; these funds in turn hold around 121 positions in companies with various degrees of maturity that are active in geographical regions with different growth rates. At 31 March 2012, IDeA ICF II had called up about 19.8% of the total commitment. Other important information: Below is an analysis of the portfolio, updated to the date of the latest report available, broken down by year of investment, geographical area, type and sector.
  27. 27. Interim Management Report to 31 March 2012 27 Notes 1. % of the FMV of the investment at 31 March 2012 2. % of the commitment. Based on paid-in exposure (capital invested + residual commitments) at 31 March 2012 The ICF II units have a value of approximately EUR 10.8 million in the consolidated financial statements to 31 March 2012, with a change in the period that includes an increase in contributions in the form of capital calls of EUR 2.0 million and the remainder in fair value delta. The table below shows the key figures for ICF II at 31 March 2012. ICF II Registered office Year of commitment Fund Size Subscribed commitment % DeA Capital in fund Euro (€) ICF II Italia 2009 281,000,000 51,000,000 18.15 Residual Commitments Total residual commitment in: Euro 40,900,258 Breakdown by industry (1)Breakdown by type of fund (2) Breakdown by geographical area (2) 14% Global RoW 25% US 27% Europe 33% 15%Expansion VC 8% Small/Mid Buyout 43% Large Buyout 15% Special Situations 19% 2011 34% 2010 28% 200932% 2008 2% 2007 4% 2004-2006 1% 8% Energy 1% Raw materials 3% Industrial 9% Luxury 2% IT 19% Media 3% Financial Healthcare2% Cons.umer Staple 12% Cons. Discretionary 13% 27% Distressed Portfolio Breakdown by vintage (1)
  28. 28. Interim Management Report to 31 March 2012 28 - IDeA EESS IDeA Efficienza Energetica e Sviluppo Sostenibile (Energy Efficiency and Sustainable Development) Headquarters: Italy Sector: Private equity Website: www.ideasgr.it Investment details: IDeA EESS is a closed-end fund under Italian law for qualified investors, which began operating on 1 August 2011 and is managed by IDeA Capital Funds SGR. DeA Capital Investments and DeA Capital S.p.A. have a total commitment of up to EUR 12.8 million in the fund. Brief description: IDeA EESS is a closed-end mutual fund under Italian law for qualified investors, managed by IDeA Capital Funds SGR, which seeks to acquire minority and controlling holdings in unlisted companies in Italy and abroad (particularly Germany, Switzerland and Israel), by investing jointly with local partners. The fund is dedicated to investing in small and medium-sized manufacturing and service companies operating in the field of energy savings and the efficient use of natural resources. It focuses on the development of faster and cheaper solutions in the use of renewable energy sources without compromising effectiveness in reducing CO2 emissions, against a backdrop of sustained growth in global energy demand. In accordance with the objective of an overall size of EUR 100 million for the fund, IDeA Capital Funds SGR is continuing its fund raising activities in both Italy and other countries, where contacts with a number of leading institutional investors have already been made. At 31 March 2012, IDeA EESS had called up about 2.2% of the total commitment. On 18 April 2012, the fund signed an investment agreement to acquire 48% of Domotecnica Italiana S.r.l. (independent Italian franchising of thermo-hydraulic installers) for approximately EUR 2.6 million, as well as a commitment to subscribe, within the next 18 months, to a capital increase totalling EUR 2.0 million (IDeA EESS pro-rata share: approximately EUR 0.96 million). The IDeA EESS units have a value of approximately EUR 16 thousand in the consolidated financial statements to 31 March 2012, with a change in the period that includes an increase in contributions in the form of capital calls of EUR 64 thousand and a decrease in fair value delta of approximately EUR 67 thousand.
  29. 29. Interim Management Report to 31 March 2012 29 The table below shows the key figures for IDeA EESS at 31 March 2012. IDeA EESS Registered office Year of commitment Fund Size Subscribed commitment % DeA Capital in fund Euro (€) IDeA Efficienza Energetica e Sviluppo Sostenibile Italia 2011 53,450,000 12,800,000 23.95 Residual Commitments Total residual commitment in: Euro 12,513,280
  30. 30. Interim Management Report to 31 March 2012 30 - AVA Atlantic Value Added Headquarters: Italy Sector: Private Equity – Real Estate Website: www.ideafimit.it Investment details: The "Atlantic Value Added Closed-End Speculative Real Estate Mutual Fund" is a mixed- contribution fund for qualified investors that began its operations on 23 December 2011. DeA Capital Investments subscribed to a total commitment in the fund of up to EUR 5 million (corresponding to 9.1% of the overall commitment), and at 31 December 2011 had made the first payment of EUR 2.5 million (five class A units). Brief description: The "Atlantic Value Added Fund" began operations with a primary focus on real estate investments in the office and residential markets with a potential for growth in value. The duration of the fund is eight years. The fund, which is managed by the subsidiary IDeA FIMIT SGR, completed the first closing with a commitment of around EUR 55 million (with a final target commitment of EUR 150 million). On 29 December 2011, the fund made its first investment totalling EUR 41.5 million through the purchase/subscription of 83 units in the Venere Fund, a closed-end speculative reserved real estate fund managed by IDeA FIMIT SGR. The Venere Fund's real estate portfolio consists of 15 properties primarily for residential purposes located in northern Italy. The table below shows the key figures for AVA at 31 March 2012. AVA Registered office Year of commitment Fund Size Subscribed commitment % DeA Capital in fund Euro (€) Atlantic Value Added Italia 2011 55,000,000 5,000,000 9.09 Residual Commitments Total residual commitment in: Euro 2,460,000
  31. 31. Interim Management Report to 31 March 2012 31 - Units in venture capital funds Units in venture capital funds are all concentrated in the parent company DeA Capital S.p.A., and are valued at approximately EUR 11.4 million in the financial statements to 31 March 2012 (EUR 12.2 million at end-2011). The table below shows the key figures for venture capital funds in the portfolio at 31 March 2012. Venture Capital Funds Registered office Year of commit ment Fund Size Subscribed commitme nt % DeA Capital in fund Dollars (USD) Doughty Hanson & Co Technology UK EU 2004 271,534,000 1,925,000 0.71 GIZA GE Venture Fund III Delaware U.S.A. 2003 211,680,000 10,000,000 4.72 Israel Seed IV Cayman Islands 2003 200,000,000 5,000,000 2.50 Pitango Venture Capital II Delaware U.S.A. 2003 125,000,000 5,000,000 4.00 Pitango Venture Capital III Delaware U.S.A. 2003 387,172,000 5,000,000 1.29 Totale Dollari 26,925,000 Euro (€) Nexit Infocom 2000 Guernsey 2000 66,325,790 3,819,167 5.76 Sterlings (GBP) Amadeus Capital II UK EU 2000 235,000,000 13,500,000 5.74 Residual Commitments Total residual commitment in: Euro 2,437,029
  32. 32. Interim Management Report to 31 March 2012 32  Alternative Asset Management At 31 March 2012, DeA Capital S.p.A. was the owner of:  100% of IDeA Capital Funds SGR  61.30% of IDeA FIMIT SGR (including 40.32% held through FARE Holding, now DeA Capital Real Estate, and 20.98% through IFIM)  100% of IDeA Servizi Immobiliari/IDeA Agency (which operates in project, property and facility management and real estate brokerage), 65% of Soprarno SGR (which operates in asset management through the management of total return funds) and 65% of IDeA SIM (which operates in the business of property brokerage companies with no temporary or permanent holdings of liquid assets or clients’ financial instruments, and with no assumption of risk) - IDeA Capital Funds SGR Headquarters: Italy Sector: Alternative Asset Management - Private Equity Website: www.ideasgr.it Investment details: IDeA Capital Funds SGR is one of the leading independent Italian asset management companies operating in the management of direct funds and funds of domestic and global private equity funds. The asset management company manages four closed-end private equity funds, including two funds of funds (IDeA I FoF and ICF II), a "direct" co-investment fund (IDeA OF I) and a sector fund dedicated to energy efficiency (IDeA EESS). The investment programmes of IDeA Capital Funds SGR, which are regulated by the Bank of Italy and Consob, leverage the management team's and sponsors' wealth of experience in the sector. The investment strategies of funds of funds focus on building a diversified portfolio in private equity funds in the top quartile or that are next-generation leaders with balanced asset allocation through diversification by:  Industry  Investment strategy and stage (buy-outs, venture capital, special situations, etc.)  Geographical region (Europe, US and the rest of the world)  Year (commitments with diluted investment periods over time) The investment strategies of the "direct" co-investment fund focus on minority interests in medium to large-sized LBOs together with leading qualified investors with businesses that primarily concentrate on Europe, and diversification as a function of the appeal of individual sectors by limiting investments during the early stage and excluding purely real estate investments. The investment philosophy of sector funds such as EESS is focused on growth capital and buyout private equity to support the growth of small and medium-sized enterprises with excellent products or services in the energy efficiency and sustainable growth arena. Investments in infrastructure for the generation of energy from renewable sources or early stage investments can
  33. 33. Interim Management Report to 31 March 2012 33 be made in compliance with regulatory restrictions. The main geographical focus of these funds is Italy. The table below summarises the value of assets under management and management fees for IDeA Capital Funds SGR at 31 March 2012. (EUR million) Asset Under Management at 31.03.2012 Management fees at 31.03.2012 Breakdown of funds IDeA Capital Funds SGR ICF II 281 0.7 IDeA EESS 53 0.3 IDeA I FoF 681 1.5 IDeA OF I 217 0.5 Total 1,232 3.0 With regard to operating performance, the company registered results for the first quarter of 2012 that were largely in line with the same period last year, with an increase in assets under management of EUR 53 million, due to the launch of the IDeA Energy Efficiency and Sustainable Development Fund (first and second closing in second half of 2011). IDeA Capital Funds SGR (mln €) First Quarter 2012 First Quarter 2011 AUM 1,232 1,179 Management fees 3.0 2.9 EBT 1.7 1.8 Net profit 1.1 1.2
  34. 34. Interim Management Report to 31 March 2012 34 - IDeA FIMIT SGR Headquarters: Italy Sector: Alternative Asset Management - Real Estate Website: www.firstatlantic.it Investment details: IDeA FIMIT SGR is the largest real estate asset management company in Italy, with around EUR 9.5 billion in assets under management and 24 managed funds (including five listed funds). This puts it among the major partners of Italian and international institutional investors in promoting, creating and managing mutual investment real estate funds. IDeA FIMIT SGR undertakes three main lines of business:  the development of real estate mutual investment funds dedicated to institutional clients and private investors  the promotion of innovative real estate financial instruments to satisfy investors’ increasing demands  the professional management (technical, administrative and financial) of real estate funds with the assistance of in-house experts as well as the best independent technical, legal and tax advisors on the market The company has concentrated its investment in transactions with low risk, a stable return, low volatility, simple financial structure and, most importantly, an emphasis on real estate value. In particular, the asset management company specialises in "core" and "core plus" properties, but its major investments also include important "value added" transactions. Due in part to successful transactions concluded in recent years, the asset management company is able to rely on a panel of prominent unit-holders consisting of Italian and international investors with a high standing such as pension funds, bank and insurance groups, capital companies and sovereign funds. The table below summarises the value of assets under management and management fees for IDeA FIMIT SGR.
  35. 35. Interim Management Report to 31 March 2012 35 (EUR million) Asset Under Management at 31.03.2012 Management fees at 31.03.2012 Breakdown of funds Atlantic 1 680 1.4 Atlantic 2 536 0.6 Alpha 493 1.1 Beta 210 0.6 Delta 359 0.7 Listed funds 2,278 4.4 Reserved funds 7,198 11.8 Total 9,476 16.2 Some of the key financials of the listed funds (Atlantic 1, Atlantic 2, Alpha, Beta and Delta – figures in Euro) in the asset management portfolio are provided below, with an analysis of the real estate portfolio at the date of the latest report available, broken down by geographical area and by intended use. Atlantic 1: Diversification by geographical area Atlantic 1: Diversification by intended use Atlantic 2 - Berenice 31/12/2011 Market value of property 518.370.000 Historical cost and capitalised charges 482.652.918 Financing 281.797.742 Net Asset Value ("NAV") 242.369.608 NAV/unit (EUR) 403,947 Market price/unit (EUR) 299,00 Dividend yield of placement* 11,82% Ratio between income per unit and average annual nominal value per unit Atlantic 1 31/12/2011 Market value of property 655.070.000 Historical cost and capitalised charges 618.075.337 Loan 359.662.249 Net Asset Value ("NAV") 269.803.263 NAV/unit (EUR) 569,112 Market price/unit (EUR) 316,90 Dividend yield of placement* 5,49% Ratio between income per unit and average annual nominal value per unit Lombardia 66% Lazio 15% Campania 13% Piemonte 6% Offices 82% Commerc. 18%
  36. 36. Interim Management Report to 31 March 2012 36 Atlantic 2: Diversification by geographical area Atlantic 2: Diversification by intended use Alpha: Diversification by geographical area Alpha: Diversification by intended use Beta 31/12/2011 Market value of property 166.542.243 Historical cost and capitalised charges 163.271.910 Loan 32.657.518 Net Asset Value ("NAV") 147.384.355 NAV/unit (EUR) 548,971 Market price/unit (EUR) 474 Dividend yield of placement* 10,10% Ratio between income per unit and average annual nominal value per unit Alpha 31/12/2011 Market value of property 421.988.195 Historical cost and capitalised charges 321.489.509 Financing 84.484.777 Net Asset Value ("NAV") 394.550.636 NAV / Quota (Euro) 3.798,321 NAV/unit (EUR) 1.515 Dividend yield of placement* 6,97% Ratio between income per unit and average annual nominal value per unit Lombardia 44% Lazio 40% Piemonte 14% Altri 2% Offices 69% Industrial 31% Lombardia 12% Lazio 83% Emilia 5% Offices 60% Other 40%
  37. 37. Interim Management Report to 31 March 2012 37 Beta: Diversification by geographical area Beta: Diversification by intended use Delta 31/12/2011 Valore di mercato degli immobili 342.443.333 Costo storico e oneri capitalizzati 373.440.569 Finanziamento 145.721.800 Net Asset Value ("NAV") 209.739.751 NAV / Quota (Euro) 99,624 Prezzo di Mercato / Quota (Euro) 44,730 Dividend Yield dal collocamento* n.a. * Nessuna distribuzione dal collocamento Delta: Diversification by geographical area Delta: Diversification by intended use With regard to IDeA FIMIT SGR’s operating performance, the comparison between the income statement for the first quarter of 2012 and for the same period of the previous year (see the table below) is of limited significance, in view of the changes in business structure that took place on 3 October 2011 (integration between FARE SGR and FIMIT SGR, with the creation of IDeA FIMIT SGR). Umbria 26% Sardegna 39% Lazio 35% Offices 41% Hotels 39% Specific use 19% Commercial 1% Hotels 62% Other 34% Offices 4% Lombardia 4% Sardegna 41% Veneto 14% Calabria 11% Emilia 10% Abruzzo 10% Campania 4% Piemonte 3% Toscana 3%
  38. 38. Interim Management Report to 31 March 2012 38 IDeA FIMIT SGR (mln €) First Quarter 2012 First Quarter 2011 * AUM 9,476 3,316 Management fees 16.2 4.8 EBT 5.6 2.2 Net profit-before PPA 5.4 1.4 Net profit 3.5 1.4 (*) FARE SGR
  39. 39. Interim Management Report to 31 March 2012 39  Financial Review - Income statement The group registered a net loss of approximately EUR 0.9 million for the first quarter of 2012, compared with a net loss of EUR 6.0 million in the first quarter of 2011. Revenues and other income break down as follows: - alternative asset management fees totalling EUR 20.1 million - a contribution from investments valued at equity of EUR 5.0 million (EUR -2.2 million in 2011), due to the investment in Santé (around EUR 2.2 million) and the investment in IDeA OF I (approximately EUR 2.9 million) - other investment income, net of charges, totalling EUR 0.3 million (EUR -0.1 million in 2011) - other revenues and income totalling EUR 2.3 million due largely to the alternative asset management business (EUR 1.8 million in 2011) Operating costs totalled EUR 21.1 million (EUR 10.3 million in 2011), of which EUR 14.7 million was attributable to Alternative Asset Management, EUR 3.7 million to the Private Equity Investment business and EUR 2.7 million to holding company activities. Financial income and charges, which totalled EUR -2.2 million at 31 March 2012 (EUR +0.1 million in 2011), mainly related to the cost for the period of the put option on the minority shareholdings of subsidiaries, income generated from cash and cash equivalents, financial charges and income/charges on derivative contracts used to hedge the interest rate risk connected with variable-rate lines of credit utilised and the exchange rate risk connected with investments denominated in currencies other than the Euro. The tax effect in the first quarter of 2012, negative at EUR 3.6 million (negative at EUR 3.9 million in the first quarter of 2011), derives from taxes relating to Alternative Asset Management for EUR -3.0 million and taxes relating to Private Equity Investment for EUR -0.6 million. Of the total consolidated net profit of EUR 1.0 million, approximately EUR +0.6 million was attributable to the Private Equity Investment business, around EUR +5.0 million to Alternative Asset Management and approximately EUR -4.6 million to holding company operations/eliminations. The consolidated net profit of EUR 5.0 million generated during the period by the Alternative Asset Management business includes the after-tax impact of amortising intangible assets recorded during PPA of Alternative Asset Management investments, for EUR -2.3 million; excluding this effect, the net profit of the Alternative Asset Management business would have been EUR 7.3 million, and the consolidated net profit would have been EUR 3.3 million (rather than EUR +1.0 million).
  40. 40. Interim Management Report to 31 March 2012 40 Summary Group Income Statement (Euro thousands) First Quarter 2012 First Quarter 2011 Alternative Asset Management fees 20,132 8,757 Income (loss) from equity investments 4,963 (2,229) Other investment income/expense 342 (124) Income from services 2,266 1,764 Other income 157 32 Other expenses (21,092) (10,310) Financial income and expenses (2,169) 95 PROFIT/(LOSS) BEFORE TAXES 4,599 (2,015) Income tax (3,591) (3,898) PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS 1,008 (5,913) Profit (Loss) from discontinued operations/held-for-sale assets 0 0 PROFIT/(LOSS) FOR THE PERIOD 1,008 (5,913) - Group share (947) (6,007) - Non controlling interests 1,955 94 Earnings per share, basic (€) (0.003) (0.020) Earnings per share, diluted (€) (0.003) (0.020) Summary Group Income Statement - performance by business in the first quarter of 2012 (Euro thousands) Private Equity Investment Alternative Asset Management Holdings/ Eliminations Consolidated Alternative Asset Management fees 0 20,132 0 20,132 Income (loss) from equity investments 4,963 0 0 4,963 Other investment income/expense 0 324 18 342 Other income 9 2,279 135 2,423 Other expenses (3,662) (14,727) (2,703) (21,092) Financial income and expenses (37) (95) (2,037) (2,169) PROFIT/(LOSS) BEFORE TAXES 1,273 7,913 (4,587) 4,599 Income tax (627) (2,960) (4) (3,591) PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS 646 4,953 (4,591) 1,008 Profit (Loss) from discontinued operations/held-for-sale assets 0 0 0 0 PROFIT/(LOSS) FOR THE PERIOD 646 4,953 (4,591) 1,008 - Group share 646 2,655 (4,248) (947) - Non controlling interests 0 2,298 (343) 1,955 Summary Group Income Statement - performance by business in the first quarter of 2011 (Euro thousand) Private Equity Investment Alternative Asset Management DeA Capital SpA (*) and eliminations Consolidated Alternative Asset Management fees 0 8,757 0 8,757 Income (loss) from equity investments (2,229) 0 0 (2,229) Other investment income/expense (121) (3) 0 (124) Income from services 0 1,740 24 1,764 Other income 10 (54) 76 32 Other expenses (784) (7,770) (1,756) (10,310) Financial income and expenses (53) 79 69 95 PROFIT/(LOSS) BEFORE TAX (3,177) 2,749 (1,587) (2,015) Income tax (2,463) (1,433) (2) (3,898) PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS (5,640) 1,316 (1,589) (5,913) Profit (Loss) from discontinued operations/held-for-sale assets 0 0 0 0 PROFIT/(LOSS) FOR THE PERIOD (5,640) 1,316 (1,589) (5,913) - Group share (5,640) 1,222 (1,589) (6,007) - Minority interests 0 94 0 94 (*) The column includes data relating to holding companies and not directly attributable to business segments
  41. 41. Interim Management Report to 31 March 2012 41  Financial Review - Statement of Performance - IAS 1 Comprehensive Income or the Statement of Performance (IAS 1), in which performance for the period attributable to the group is reported including results posted directly to shareholders' equity, reflects a net positive balance of approximately EUR 34.0 million (compared with a net positive balance of approximately EUR 44.0 million in the same period of 2011). Results posted directly to shareholders' equity were mainly due to the changes in fair value of Kenan Investments/Migros. (Euro thousands) First Quarter 2012 First Quarter 2011 Profit/(loss) for the period (A) 1,008 (5,913) Gains/(Losses) on fair value of available-for-sale financial assets 34,354 45,856 Share of other comprehensive income of associates 583 4,109 Other comprehensive income, net of tax (B) 34,937 49,965 Total comprehensive income for the period (A)+(B) 35,945 44,052 Total comprehensive income attributable to: - Group Share 33,990 43,958 - Non Controlling Interests 1,955 94
  42. 42. Interim Management Report to 31 March 2012 42  Financial Review – Balance Sheet The balance sheet for the group at 31 March 2012 compared with 31 December 2011 is shown below. (Euro thousand) March 31,2012 December 31,2011 ASSETS Non-current assets Intangible and tangible assets Goodwill 210,113 210,134 Intangible assets 116,015 119,648 Property, plant and equipment 1,277 1,269 Total intangible and tangible assets 327,405 331,051 Investments Investments valued at equity 308,683 302,141 Other available-for-sale companies 167,973 127,380 Available-for-sale funds 157,775 159,673 Other avalaible-for-sale financial assets 304 936 Total Investments 634,735 590,130 Other non-current assets Deferred tax assets 3,585 4,077 Loans and receivables 1,839 1,632 Other non-current assets 25,728 25,729 Total other non-current assets 31,152 31,438 Total non-current assets 993,292 952,619 Current assets Trade receivables 5,336 6,070 Available-for-sale financial assets 8,168 13,075 Financial receivables - 1 Tax receivables from Parent companies 5,929 5,929 Other tax receivables 3,086 2,677 Other receivables 6,279 6,128 Cash and cash equivalents 51,158 46,764 Total current assets 79,956 80,644 Total current assets 79,956 80,644 Assets relating to joint ventures - - Held-for-sale assets - - TOTAL ASSETS 1,073,248 1,033,263 SHAREHOLDERS' EQUITY AND LIABILITIES SHAREHOLDERS' EQUITY Net equity Group 700,861 669,045 Minority interests 135,247 134,324 Shareholders' equity 836,108 803,369 LIABILITIES Non-current liabilities Deferred tax liabilities 39,285 40,506 Provisions for employee termination benefits 2,343 2,127 Long term financial loans 161,846 160,020 Total non-current liabilities 203,474 202,653 Current liabilities Trade payables 11,976 10,322 Payables to staff and social security organisations 8,277 7,497 Current tax 4,746 903 Other tax payables 3,691 3,585 Other payables 924 1,023 Short term financial loans 4,052 3,911 Total current liabilities 33,666 27,241 Liabilities relating to joint ventures - - Held-for-sale liabilities - - TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 1,073,248 1,033,263
  43. 43. Interim Management Report to 31 March 2012 43 At 31 March 2012, group shareholders’ equity was approximately EUR 700.9 million, compared with EUR 669.0 million at 31 December 2011. The increase (of about EUR 31.9 million) in group shareholders' equity in the first quarter of 2012 was chiefly due to the reasons already discussed in the Statement of Performance - IAS 1 (EUR 34.0 million in total) and to the effects of the share buy-back plan (EUR -2.3 million). For details concerning individual items, please see the comments in the notes to the accounts below.  Financial Review – Net debt At 31 March 2012, consolidated net debt was approximately EUR 104.7 million, as shown in the table below, which provides a breakdown of assets and liabilities and a comparison with the corresponding items at 31 December 2011. Net financial position Change (EUR million) Cash and cash equivalents 51.2 46.8 4.4 Available-for-sale financial assets 8.2 13.0 (4.8) Financial receivables 1.8 1.6 0.2 Non-current financial liabilities (161.8) (160.0) (1.8) Current financial liabilities (4.1) (3.9) (0.2) TOTAL (104.7) (102.5) (2.2) March 31,2012 December 31,2011 The change in consolidated net debt at 31 March 2012 compared to 31 December 2011 was due to the combined effect of the following factors:  a change of EUR +2.5 million in the net financial position of the companies operating in Alternative Asset Management (after paying EUR 3.0 million in dividends to the holding companies  a change of EUR -4.7 million in the net financial position of the companies operating in other sectors, including EUR -2.3 million relating to disbursement for the share buy- back plan The company believes that the cash and cash equivalents and the other financial resources available are sufficient to meet the requirement relating to payment commitments already subscribed in funds, also taking into account the amounts expected to be called up/distributed by these funds. With regard to these residual commitments, totalling EUR 166.5 million at 31 March 2012, the company believes that the funds and credit lines currently available, as well as those that will be generated by its operational and financing activities, will enable the DeA Capital Group to meet the financing required for its investment activity and to manage working capital and repay debts when they become due.
  44. 44. Interim Management Report to 31 March 2012 44 6. Other information At 31 March 2012, the group had 170 employees, of which 152 were in Alternative Asset Management and 18 in Private Equity Investment/the holding company. These staff numbers do not include personnel on secondment from the parent company De Agostini S.p.A.. In this regard, the company signed a service agreement De Agostini S.p.A. for the latter to provide operating services in the administration, finance, control, investor relations and communication, legal, corporate and tax areas. The service agreement, which is renewable annually, is priced at market rates, and is intended to allow the company to maintain a streamlined organisational structure in keeping with its development policy, and at the same time to obtain adequate operational support. DeA Capital S.p.A. has adopted the national tax consolidation scheme of the B&D Holding Group (the group headed by B&D Holding di Marco Drago e C. S.a.p.a.). Adhesion to the parent company B&D Holding di Marco Drago e C. S.a.p.a. was exercised jointly by signing the "Regulation for participation in the national tax consolidation scheme for companies in the De Agostini Group" and providing notification of this option to the tax authorities pursuant to the procedures and terms and conditions set out by law. Adhesion to the scheme, which was renewed in 2011, is irrevocable for the three-year period of 2011-2013 unless the requirements for applying the scheme are not met. With regard to the regulatory requirements set out in art. 36 of the Market Regulation on conditions for the listing of parent companies of companies formed or regulated by laws of non-EU countries and of significant importance in the consolidated financial statements, it is hereby noted that no group company falls within the scope of the above-mentioned provision. Furthermore, conditions prohibiting listing pursuant to art. 37 of the Market Regulation relating to companies subject to the management and coordination of other parties do not apply.
  45. 45. Interim Management Report to 31 March 2012 45 Consolidated Financial Statements and Notes to the Accounts
  46. 46. Interim Management Report to 31 March 2012 46 1. Consolidated Statement of Financial Position (Euro thousand) March 31,2012 December 31,2011 ASSETS Non-current assets Intangible and tangible assets Goodwill 210,113 210,134 Intangible assets 116,015 119,648 Property, plant and equipment 1,277 1,269 Total intangible and tangible assets 327,405 331,051 Investments Investments valued at equity 308,683 302,141 Other available-for-sale companies 167,973 127,380 Available-for-sale funds 157,775 159,673 Other avalaible-for-sale financial assets 304 936 Total Investments 634,735 590,130 Other non-current assets Deferred tax assets 3,585 4,077 Loans and receivables 1,839 1,632 Other non-current assets 25,728 25,729 Total other non-current assets 31,152 31,438 Total non-current assets 993,292 952,619 Current assets Trade receivables 5,336 6,070 Available-for-sale financial assets 8,168 13,075 Financial receivables - 1 Tax receivables from Parent companies 5,929 5,929 Other tax receivables 3,086 2,677 Other receivables 6,279 6,128 Cash and cash equivalents 51,158 46,764 Total current assets 79,956 80,644 Total current assets 79,956 80,644 Assets relating to joint ventures - - Held-for-sale assets - - TOTAL ASSETS 1,073,248 1,033,263 SHAREHOLDERS' EQUITY AND LIABILITIES SHAREHOLDERS' EQUITY Net equity Group 700,861 669,045 Minority interests 135,247 134,324 Shareholders' equity 836,108 803,369 LIABILITIES Non-current liabilities Deferred tax liabilities 39,285 40,506 Provisions for employee termination benefits 2,343 2,127 Long term financial loans 161,846 160,020 Total non-current liabilities 203,474 202,653 Current liabilities Trade payables 11,976 10,322 Payables to staff and social security organisations 8,277 7,497 Current tax 4,746 903 Other tax payables 3,691 3,585 Other payables 924 1,023 Short term financial loans 4,052 3,911 Total current liabilities 33,666 27,241 Liabilities relating to joint ventures - - Held-for-sale liabilities - - TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 1,073,248 1,033,263
  47. 47. Interim Management Report to 31 March 2012 47 2. Consolidated Income Statement (Euro thousands) First Quarter 2012 First Quarter 2011 Alternative Asset Management fees 20,132 8,757 Profit/(loss) from equity investments valued at equity 4,963 (2,229) Other investment income/expenses 342 (124) Service revenue 2,266 1,764 Other revenues and income 157 32 Personnel costs (7,727) (4,778) Service costs (8,408) (4,200) Depreciation, amortization and impairment (3,870) (607) Other charges (1,087) (725) Financial income 316 1,257 Financial expenses (2,485) (1,162) PROFIT/(LOSS) BEFORE TAXES 4,599 (2,015) Income tax (3,591) (3,898) PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS 1,008 (5,913) Profit (Loss) from discontinued operations/held-for-sale assets 0 0 PROFIT/(LOSS) FOR THE PERIOD 1,008 (5,913) - Group share (947) (6,007) - Non controlling interests 1,955 94 Earnings per share, basic (€) (0.003) (0.020) Earnings per share, diluted (€) (0.003) (0.020)
  48. 48. Interim Management Report to 31 March 2012 48 3. Statement of Comprehensive Income (Statement of Performance - IAS 1) Comprehensive Income or the Statement of Performance (IAS 1), in which performance for the period attributable to the group is reported including results posted directly to shareholders' equity, reflects a net positive balance of approximately EUR 34.0 million (net positive balance of approximately EUR 44.0 million in the same period of 2011). Results posted directly to shareholders' equity were mainly due to the changes in fair value of Kenan Investments/Migros. (Euro thousands) First Quarter 2012 First Quarter 2011 Profit/(loss) for the period (A) 1,008 (5,913) Gains/(Losses) on fair value of available-for-sale financial assets 34,354 45,856 Share of other comprehensive income of associates 583 4,109 Other comprehensive income, net of tax (B) 34,937 49,965 Total comprehensive income for the period (A)+(B) 35,945 44,052 Total comprehensive income attributable to: - Group Share 33,990 43,958 - Non Controlling Interests 1,955 94
  49. 49. Interim Management Report to 31 March 2012 49 4. Consolidated Cash Flow Statement (direct method) (Euro thousands) First Quarter 2012 First Quarter 2011 CASH FLOW from operating activities Investments in companies and funds (3,016) (12,475) Acquistions of subsidiaries net of cash acquired (52) 0 Capital reimbursements from funds 1,255 246 Proceeds from the sale of investments 0 2,350 Interest received 281 168 Interest paid (886) (602) Cash distribution from investments 1,040 610 Realised gains (losses) on exchange rate derivatives (149) (202) Taxes paid (447) (132) Taxes refunded 0 0 Dividends received 0 270 Management and performance fees received 20,678 7,239 Revenues for services 2,476 3,104 Operating expenses (18,545) (11,288) Net cash flow from operating activities 2,635 (10,712) CASH FLOW from investment activities Acquisition of property, plant and equipment (82) (142) Sale of property, plant and equipment 0 0 Purchase of licenses (50) (37) Net cash flow from investing activities (132) (179) CASH FLOW from investing activities Acquisition of financial assets (1,019) (6,064) Sale of financial assets 5,204 213 Share capital issued 0 0 Share capital issued:stock option plan 0 0 Own shares acquired (2,294) (8,221) Own shares sold 0 0 Interest from financial activities 0 0 Dividends paid 0 (2,700) Warrant 0 0 Managers Loan 0 1,683 Bank loan 0 0 Net cash flow from financing activities 1,891 (15,089) CHANGE IN CASH AND CASH EQUIVALENTS 4,394 (25,980) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 46,764 86,517 Cash and cash equivalents relating to held-for-sale assets 0 0 Cash and cash equivalents at beginning of period 46,764 86,517 0 7,092 CASH AND CASH EQUIVALENTS AT END OF PERIOD 51,158 67,629 Held-for-sale assets and minority interests 0 0 CASH AND CASH EQUIVALENTS AT END OF PERIOD 51,158 67,629 EFFECT OF CHANGE IN BASIS OF CONSOLIDATION: CASH AND CASH EQUIVALENTS
  50. 50. Interim Management Report to 31 March 2012 50 5. Statement of Changes in Consolidated Shareholders’ Equity (Euro thousands) Share Capital Treasury share reserve, capital reserve, retained earnings Fair Value Reserve Total Group Non controlling interests Total Consolidated Shareholders' equity AT 31 DECEMBER 2010 294,013 440,219 29,723 763,955 552 764,507 Cost of Stock Options 0 91 0 91 0 91 Own shares transferred for IDeA AI acquisition 4,807 1,036 0 5,843 0 5,843 Purchase of own shares (5,865) (2,355) (8,220) 0 (8,220) Other changes 0 0 0 0 374 374 Put optionon 30% of FARE Holding 30% FARE Holding 0 0 0 0 (185) (185) Total comprehensive income for the year 0 (6,007) 49,965 43,958 94 44,052 AT 31 MARCH 2011 292,955 432,984 79,688 805,627 835 806,462 (Euro thousands) Share Capital Treasury share reserve, capital reserve, retained earnings Fair Value Reserve Total Group Non controlling interests Total Consolidated Shareholders' equity AT 31 DECEMBER 2011 280,697 385,216 3,132 669,045 134,324 803,369 Cost of Stock Options 0 206 0 206 0 206 Purchase of own shares (1,691) (603) (2,294) 0 (2,294) Other changes 0 (86) 0 (86) 0 (86) Total comprehensive income for the year 0 (947) 34,937 33,990 923 34,913 AT 31 MARCH 2012 279,006 383,786 38,069 700,861 135,247 836,108
  51. 51. Interim Management Report to 31 March 2012 51 Introduction to the Notes to the Accounts Structure and contents of the Interim Management Report to 31 March 2012 The Interim Management Report to 31 March 2012 (the Report) constitutes the document set out by art. 154-ter of the Testo Unico della Finanza law (TUF). Information regarding the company’s operating performance and financial position is prepared in accordance with the valuation criteria and with the measurement criteria set out by the International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB) and adopted by the European Commission pursuant to the procedures contained in Regulation (EC) no. 1606/2002 of the European Parliament and Council of 19 July 2002. The accounting principles used in the report do not differ from those used at 31 December 2011 or 31 March 2011. The Report comprises the following consolidated financial statements – the Balance Sheet, the Income Statement, the Statement of Comprehensive Income (Statement of Performance – IAS 1), the Cash Flow Statement, the Statement of Changes in Shareholders' Equity – and these Notes to the Accounts; it is also accompanied by the Interim Report on Operations and the Statement of Responsibilities for the Interim Management Report. The consolidated financial statements in the Report have not been audited by the independent auditors. Information regarding the company’s operating performance refers to the first quarter of 2012 and the first quarterof 2011; information relating to the balance sheet refers to 31 March 2012 and 31 December 2011. The consolidated financial statements have the same format as those presented in the financial statements to 31 December 2011. As allowed by IAS/IFRS, the preparation of the Report required the use of significant estimates by the company's management, especially with regard to fair value assessments of the investment portfolio (equity investments and funds). These fair value assessments were determined by directors based on their best judgement and estimation using the knowledge and evidence available at the time the Report was prepared. However, due to objective difficulties in making assessments and the absence of a liquid market, the values assigned to such assets could differ, perhaps significantly, from those that could be obtained by selling the assets. In accordance with the provisions of IAS/IFRS and current laws, the company authorised the publication of the Report by the legal deadline.
  52. 52. Interim Management Report to 31 March 2012 52 Basis of consolidation The basis of consolidation at 31 March 2012 had changed compared to that of 31 December 2011, due to the merger of IDeA Alternative Investments into DeA Capital S.p.A., which was completed on 1 January 2012. As a result, at 31 March 2011, the following companies formed part of the DeA Capital Group's basis of consolidation: Company Registered office Currency Share capital % holding Consolidation method DeA Capital S.p.A. Milan, Italy Euro 306,612,100 Holding DeA Capital Investments S.A. Luxembourg Euro 515,992,516 100% Full consolidation (IAS 27) Santè S.A. Luxembourg Euro 99,922,400 42.89% Equity accounted (IAS 28) Sigla Luxembourg S.A. Luxembourg Euro 482,684 41.39% Equity accounted (IAS 28) IDeA Capital Funds SGR S.p.A. Milan, Italy Euro 1,200,000 100.00% Full consolidation (IAS 27) Soprarno SGR S.p.A. Florence, Italy Euro 2,000,000 65.00% Full consolidation (IAS 27) IDeA SIM S.p.A. Milan, Italy Euro 120,000 65.00% Full consolidation (IAS 27) IDeA OF I Milan, Italy Euro - 46.99% Equity accounted (IAS 28) Atlantic Value Added Rome, Italy Euro - 27.27% Equity accounted (IAS 28) FARE Holding S.p.A. Milan, Italy Euro 600,000 70.00% Full consolidation (IAS 27) FARE S.p.A. Milan, Italy Euro 500,000 70.00% Full consolidation (IAS 27) FAI S.r.l. Milan, Italy Euro 105,000 70.00% Full consolidation (IAS 27) I.F.IM. S.r.l. Milan, Italy Euro 10,000 58.31% Full consolidation (IAS 27) IDeA FIMIT SGR S.p.A. Rome, Italy Euro 16,757,574 40.46% Full consolidation (IAS 27) Harvip Investimenti S.p.A. Milan, Italy Euro 3,150,000 25.00% Equity accounted (IAS 28)
  53. 53. Interim Management Report to 31 March 2012 53 Notes to the Consolidated Balance Sheet NON-CURRENT ASSETS Non-current assets totalled approximately EUR 993.3 million at 31 March 2012, compared with EUR 952.6 million at 31 December 2011. Intangible and tangible assets This item includes goodwill (EUR 210.1 million), other intangible assets (EUR 116.0 million) and tangible assets (EUR 1.3 million). Goodwill chiefly relates to the goodwill booked for the acquisition of FARE Holding (both for the controlling stake of 70% and for the options relating to the residual minority shareholding of 30%), the acquisition of up to 100% of IDeA Alternative Investments and the acquisition of controlling interests in IFIM and FIMIT SGR. Other intangible assets mainly relate to customer contracts, which arise from the allocation of the merger cost for the acquisition of FARE Holding, IDeA Alternative Investments and FIMIT SGR and are recorded separately from goodwill. Investments in associates This item, which totalled EUR 308.7 million at 31 March 2012 (EUR 302.1 million at 31 December 2011), relates to the assets set out below. - the equity investment in Santé is valued at approximately EUR 237.6 million (EUR 235.2 million at 31 December 2011); the change compared with 31 December 2011 was due to profit booked in the income statement of EUR 2.2 million and other changes totalling EUR 0.2 million - the equity investment in Sigla Luxembourg is valued at approximately EUR 22.0 million, in line with the figure registered at 31 December 2011 - the units in IDeA OF I are valued at approximately EUR 40.4 million (EUR 36.8 million at 31 December 2011) due to net investments of EUR +0.3 million, an increase in fair value of EUR 0.4 million and the pro-rata share of the net profit for the period of EUR 2.9 million - the equity investment in Harvip Investimenti is valued at approximately EUR 1.0 million, in line with the figure registered at 31 December 2011 - the units held in the AVA fund are valued at approximately EUR 7.7 million, in line with the figure registered at 31 December 2011 The table below provides details of investments in associates at 31 March 2012, by area of activity. (EUR million) Private Equity Investment Alternative Asset Management Total Santè 237.6 0.0 237.6 Sigla 22.0 0.0 22.0 IDeA OF I 40.4 0.0 40.4 Fondo AVA 2.6 5.1 7.7 Harvip Investimenti S.p.A. 1.0 0.0 1.0 Total 303.6 5.1 308.7
  54. 54. Interim Management Report to 31 March 2012 54 Available-for-sale investments At 31 March 2012, the DeA Capital Group held a (minority) shareholding in Kenan Investments (the indirect parent company of Migros) worth EUR 167.6 million, and other minority equity investments worth EUR 0.3 million. The increase of EUR 33.3 million in the fair value of the equity investment in Kenan Investments compared with 31 December 2011 reflects the increase in the market price of Migros shares (TRY 16.2/share at 31 March 2012, compared with approximately TRY 12.6/share at 31 December 2011), as well as the appreciation of the Turkish lira against the Euro (TRY 2.38/EUR at 31 March 2012 versus TRY 2.44/EUR at 31 December 2011). Note that the impact on the DeA Capital Group’s NAV of this change in fair value is partially offset by the provisioning of estimated carried interest to be pad to lead investor BC Partners, equivalent to approximately EUR 7.2 million (partly booked on the income statement, for EUR 3 million, and partly to the fair value reserve, for EUR 4.2 million). The table below provides details of equity investments in other companies at 31 March 2012 by area of activity. (EUR million) Private Equity Investment Alternative Asset Management Total Kenan Investments 167.6 0.0 167.6 Investments in other companies 0.3 0.0 0.3 Total 167.9 0.0 167.9 Available-for-sale funds This item relates to investments in units of two funds of funds (IDeA I FoF and ICF II), one theme fund (IDeA EESS), 11 real estate funds and seven venture capital funds, totalling approximately EUR 157.8 million in the financial statements, compared with EUR 159.7 million at end-2011. (Euro thousands) Balance at 1.1.2012 Increase (capital call) Decrease (Capital Distribution) Impairment Fair Value Adjustment Translation effect Balance at 31.03.2012 Venture Capital Funds 12,234 0 (273) (326) (160) (117) 11,358 IDeA I FoF 96,234 694 0 0 (1,788) 0 95,140 ICF II 9,322 1,972 0 0 (434) 0 10,860 IDeA EESS 19 64 0 0 (67) 0 16 Fund - Atlantic 1 2,603 0 (8) 0 (85) 0 2,510 Fund - Atlantic 2 2,691 0 (35) (743) 0 0 1,913 Fund - Alpha Immobiliare 2,359 0 0 0 (23) 0 2,336 Fund - Gamma Immobiliare 1,059 0 0 0 0 0 1,059 Fund - Beta Immobiliare 2,150 0 0 0 (677) 0 1,473 Fund - Delta Immobiliare 1,706 0 0 0 (278) 0 1,428 Fund - Omicron Plus Immobiliare 20,699 0 (614) 0 0 0 20,085 Fund - Senior 2,107 0 0 0 0 0 2,107 Fund - Conero 6,268 0 0 0 0 0 6,268 Fund - Theta Immobiliare 222 0 0 0 0 0 222 Fund - AGRIS 0 1,000 0 0 0 0 1,000 Totale Funds 159,673 3,730 (930) (1,069) (3,512) (117) 157,775 The table below provides a breakdown of the funds in the portfolio at 31 March 2012 by area of activity.
  55. 55. Interim Management Report to 31 March 2012 55 (EUR million) Private Equity Investment Alternative Asset Management Total Venture Capital Funds 11.4 0.0 11.4 IDeA I FoF 95.1 0.0 95.1 ICF II 10.8 0.1 10.9 IDeA EESS 0.0 0.0 0.0 Funds of IDeA FIMIT SGR 0.0 40.4 40.4 Total 117.3 40.5 157.8 Other available-for-sale financial assets This item, totalling EUR 0.3 million at 31 March 2012, relates to the minority equity investments held by FARE S.p.A.. Deferred tax assets Deferred tax assets totalled EUR 3.6 million at 31 March 2012, compared with EUR 4.1 million at 31 December 2011. Loans and receivables This item totalled EUR 1.8 million at 31 March 2012 (compared with EUR 1.6 million at 31 December 2011) and chiefly relates to loans to the senior management of GDS for the capital increase of Santè, as part of the equity plan involving shares in the latter. Other non-current assets This item, valued at EUR 25.7 million at 31 March 2012, came out in line with the value at 31 December 2011, and mainly refers to the receivable from the Beta Immobiliare Fund concerning the final variable commission. This receivable corresponds to the share of the overperformance fee that has accrued since the fund was launched and which IDeA FIMIT SGR expects to receive when the fund is liquidated. CURRENT ASSETS Current assets were approximately EUR 80.0 million at 31 March 2012, compared with EUR 80.6 million at 31 December 2011; at the end of the first quarter of 2012, the item comprised:  EUR 51.2 million relating to cash and cash equivalents (EUR 46.8 million at 31 December 2011)  EUR 8.2 million relating to available-for-sale financial assets, held as a temporary investment of excess cash  EUR 20.6 million relating to tax receivables under the tax consolidation scheme, other receivables from tax authorities and trade receivables (EUR 20.7 million at 31 December 2011). SHAREHOLDERS' EQUITY At 31 March 2012, group shareholders’ equity was approximately EUR 700.9 million, compared with EUR 669.0 million at 31 December 2011. The increase (of approximately EUR 31.9 million) in group shareholders' equity in the first quarter of 2012 was chiefly due to the reasons already discussed in the Statement of Performance - IAS 1 (EUR 34.0 million in total) and to the effects of the share buy-back plan (EUR -2.3 million).
  56. 56. Interim Management Report to 31 March 2012 56 NON-CURRENT LIABILITIES At 31 March 2012, non-current liabilities totalled approximately EUR 203.5 million, compared with EUR 202.7 million at 31 December 2011. Deferred tax liabilities This item totalled EUR 39.3 million at 31 March 2012, compared with EUR 40.5 million at 31 December 2011. It mainly included deferred tax liabilities related to the tax effects of allocating part of the acquisition cost of the subsidiaries in the purchase price allocation (PPA) phase. End-of-service payment fund The end-of-service payment fund, at EUR 2.3 million, is a defined benefit plan, and has therefore been valued using actuarial assessments. Non-current financial liabilities Non-current financial liabilities totalled EUR 161.8 million (EUR 160.0 million at 31 December 2011), and mainly related to:  EUR 80.0 million for the use of the credit line provided by Mediobanca  EUR 13.4 million for the use of the credit line contracted by the subsidiary IDeA FIMIT SGR  EUR 54.0 million for the fair value estimate of payables for put options on minority interests in subsidiaries  EUR 11.6 million for the payment, as part of the acquisition of FARE Holding, of the deferred acquisition price, the earn-out on 50% of any performance fees accruing on former FARE funds and 70% of the value of units of the Atlantic 1 and Atlantic 2 funds  EUR 0.9 million for the estimated future outlay for the DeA Capital Group for the possible exercise of the put options on Santé shares held by the senior management of GDS. CURRENT LIABILITIES At 31 March 2012, current liabilities totalled EUR 33.7 million (EUR 27.2 million at 31 December 2011) and consisted of short-term financial payables (EUR 4.1 million), trade payables (EUR 12.0 million), payables to staff and social security institutions (EUR 8.3 million), current tax and other tax payables (EUR 8.4 million) and other payables (EUR 0.9 million).
  57. 57. Interim Management Report to 31 March 2012 57 Notes to the Consolidated Income Statement Alternative asset management fees In the first quarter of 2012, Alternative Asset Management fees totalled EUR 20.1 million, compared with EUR 8.8 million in the same period of 2011; these related mainly to management fees paid to IDeA FIMIT SGR and to IDeA Capital Funds SGR for the funds respectively managed by these companies. Income from investments valued at equity This item includes income from associates valued at equity for the period. In the first quarter of 2012, income from equity investments valued at equity was positive at EUR 5.0 million (negative at EUR 2.2 million in the same period of 2011), of which approximately EUR 2.2 million relates to the equity investment in Santé and EUR 2.9 million relates to the equity investment in IDeA OF I. Other investment income and charges The net income realised on investments in shareholdings and funds totalled around EUR 0.3 million in the first quarter of 2012. Service revenues This item, which totalled EUR 2.3 million in the first quarter of 2012 (EUR 1.8 million in the same period of 2011), chiefly refers to services relating to real estate consultancy and management and the sale of buildings in real estate fund portfolios. Personnel costs Total personnel costs amounted to EUR 7.7 million in the first quarter of 2012, compared with EUR 4.8 million in the same three months of 2011. The latter figure did not include the contribution from FIMIT SGR (as control was only acquired in October 2011). Service costs Service costs totalled EUR 8.4 million in the first quarter of 2012, compared with EUR 4.2 million for the same period a year previously. The latter figure did not include the contribution from FIMIT SGR (as control was only acquired in October 2011). Depreciation, amortisation and write-downs This item totalled EUR 3.9 million in the first quarter of 2012, compared with EUR 0.6 million in the same period of 2011, with the increase mainly relating to the new amortisation of intangible assets from the Purchase Price Allocation (PPA) of FIMIT SGR. Other charges These came in at EUR 1.1 million in the first quarter of 2012, compared with EUR 0.7 million in the same period of 2011. Financial income (charges) Financial income totalled EUR 0.3 million in the first quarter of 2012 (EUR 1.3 million in the same period of 2011), and financial charges were EUR 2.5 million (EUR 1.2 million in the same period of 2011). Financial charges include the cost of the change in put options on minority interests in subsidiaries. Income tax Income tax came to EUR 3.6 million in the first quarter of 2012, compared with EUR 3.9 million in the same three months of 2011.
  58. 58. Interim Management Report to 31 March 2012 58 Significant events after the end of the period and outlook  Significant events after the end of the period  Dividends from Alternative Asset Management On 12 April 2012, the shareholders' meeting of FARE Holding S.p.A. approved the company's financial statements to 31 December 2011 and voted to pay out dividends totalling EUR 5.8 million, including approximately EUR 4.1 million to the parent company, DeA Capital S.p.A.. Subsequently, on 17 April 2012, the shareholders' meeting of IDeA Capital Funds SGR approved the company's financial statements to 31 December 2011 and voted to pay out dividends totalling EUR 4.8 million, to be paid entirely to the parent company, DeA Capital S.p.A..  Private equity funds – paid calls and distributions On 16 April and 3 May 2012, the DeA Capital Group increased its investment in the IDeA OF I, IDeA I FoF, ICF II and IDeA EESS funds, with total payments of EUR 13.1 million (EUR 0.2 million, EUR 9.5 million, EUR 2.6 million and EUR 0.8 million respectively). On 16 April 2012, the DeA Capital Group also received reimbursements from the funds IDeA I FoF and ICF II, for EUR 7.4 million and EUR 1.3 million respectively, to be used in full to reduce the carrying value of the units.  Share buy-back plan On 17 April 2012, the shareholders' meeting approved a new plan to buy and sell own shares that cancelled and replaced the previous plan approved by the shareholders' meeting on 19 April 2011 (which was due to expire on 19 October 2012). The new plan will pursue the same objectives as the previous plan, including the purchase of own shares to be used for extraordinary transactions and share incentive schemes, offering shareholders a means of monetarising their investment, stabilising the share price and regulating trading within the limits of current legislation. The authorisation specifies that purchases may be carried out, for a maximum period of 18 months starting from 17 April 2012, in accordance with all procedures allowed by current regulations, and that DeA Capital S.p.A. may also sell the shares purchased for the purposes of trading. The unit price for the purchase of the shares is set by the Board of Directors, but in any case must not be more than 20% above or below the share’s reference price on the trading day prior to each purchase. In contrast, the authorisation to sell own shares already held in the company’s portfolio and any shares bought in the future was granted for an unlimited period, to be implemented using the methods deemed most appropriate and at a price to be determined on a case-by-case basis by the Board of Directors, which must not, however, be more than 20% below the share's reference price on the trading day prior to the sale (apart from in certain exceptional cases specified in the plan). Sales transactions may also be carried out for trading purposes. Also on 17 April 2012, the company’s Board of Directors voted to initiate the plan to buy and sell own shares authorised by the shareholders’ meeting, and to this end vested the Chairman
  59. 59. Interim Management Report to 31 March 2012 59 of the Board of Directors and the Chief Executive Officer with all the necessary powers, to be exercised jointly or severally and with full power of delegation.  Stock option and performance share plans On 17 April 2012, the shareholders’ meeting approved the DeA Capital stock option plan for 2012–2014. To implement the resolution of the shareholders' meeting, the Board of Directors of DeA Capital S.p.A. allocated a total of 1,350,000 options to certain employees of the company and its subsidiaries and of the parent company, De Agostini S.p.A., who carry out important roles. In line with the criteria specified in the regulations governing the DeA Capital stock option plan for 2012–2014, the Board of Directors also set the exercise price for the options allocated at EUR 1.3363, which is the arithmetic mean of the official prices of ordinary DeA Capital shares on the Mercato Telematico Azionario, the Italian screen-based trading system organised and managed by Borsa Italiana S.p.A., on the trading days between 17 March 2012 and 16 April 2012. The shareholders’ meeting also approved a paid capital increase, in divisible form, without option rights, via the issue of a maximum of 1,350,000 ordinary shares to service the DeA Capital stock option plan for 2012-2014. The shareholders’ meeting also approved the performance share plan for 2012–2014. To implement the resolution of the shareholders' meeting, the Board of Directors allocated a total of 302,500 units (representing the right to receive shares of the company, free of charge, under the terms and conditions of the plan) to certain employees of the company and its subsidiaries and of the parent company, De Agostini S.p.A., who perform important roles for the company. The shares allocated due to the vesting of units will be drawn from the own shares already held by the company. In accordance with the Borsa Italian Code of Conduct, both the DeA Capital 2012-14 Stock Option Plan and the 2012-14 Performance Share Plan provide for a minimum holding period for the beneficiaries on the shares acquired following the exercise of the options and the vesting of the units respectively. The terms and conditions of the DeA Capital stock option plan for 2012–2014 and the performance share plan for 2012-2014 are described in the Information Prospectus prepared in accordance with art. 84-bis of Consob Resolution 11971 of 14 May 1999, available to the public at the registered office of DeA Capital S.p.A., as well as in the Corporate Governance – Incentive Plans section of the website www.deacapital.it.  Remuneration report, amendments to the articles of association and reduction in the number of directors The shareholders’ meeting of 17 April 2012 also approved the company’s remuneration policy and, finally: a. the amendments to articles 11 and 18 of the company’s articles of association and the introduction of the new article 27 on the issue of “Gender equality in the composition of boards of directors and statutory auditors” (the “pink quotas”) b. the reduction of the number of directors from eleven to ten, following the resignation of Andrea Guerra
  60. 60. Interim Management Report to 31 March 2012 60 c. the amendment to article 5 of the articles of association to incorporate the capital increase approved by the shareholders' meeting The text of the amendments has been made available in accordance with the legal deadlines at the registered office of DeA Capital S.p.A. at via Borgonuovo 24, Milan, and in the Corporate Governance - Articles of Association section of the company's website www.deacapital.it. 4

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