Tamburi Investment Partners

Annual Report • Mar 30, 2020

GRUPPO TAMBURI INVESTMENT PARTNERS

2019 annual report of the tamburi investment partners group

(translation from the italian original which remains the definitive version)

We should all feel nothing but shame for the reputation that finance has earned itself in the last few years, but if you manage to guide healthy capital from successful businesses and the assets of families that wish to invest them intelligently in companies that want to grow, develop and generate value, you are doing one of the most beneficial jobs in the world.

CONTENTS

Corporate Boards	3
Directors' Report	4
Motion for allocation of the result for the year of Tamburi Investment Partners S.p.A.	36
Consolidated Financial Statements
Financial Statements ▪ Consolidated income statement ▪ Consolidated comprehensive income statement ▪ Consolidated statement of financial position ▪ Statement of changes in consolidated equity ▪ Consolidated statement of cash flows	38
Explanatory notes to the 2019 Consolidated Financial Statements	44
Attachments ▪ Declaration of the Executive Officer for Financial Reporting ▪ List of investments held ▪ Changes in investments measured at FVOCI ▪ Changes in associated companies measured under the equity method ▪ Independent Auditors' Report ▪ Fees for audit services	74
Separate financial statements
Financial Statements ▪ Income statement ▪ Comprehensive income statement ▪ Statement of financial position ▪ Statement of changes in equity ▪ Statement of cash flows	87
Explanatory notes to the 2019 separate financial statements	94
Attachments ▪ Declaration of the Executive Officer for Financial Reporting ▪ List of investments held ▪ Changes in investments measured at FVOCI ▪ 2019 key financial highlights of the subsidiaries ▪ Changes in investments in associated companies ▪ Board of Statutory Auditors' Report ▪ Independent Auditors' Report	117

Corporate Boards

Board of Directors of Tamburi Investment Partners S.p.A.

Giovanni Tamburi Chairman and Chief Executive Officer Alessandra Gritti Vice Chairperson and Chief Executive Officer Cesare d'Amico Vice Chairman Claudio Berretti Executive Director & General Manager Alberto Capponi (1)(2) Independent Director* Giuseppe Ferrero (1) Independent Director * Manuela Mezzetti (1)(2) Independent Director * Daniela Palestra (2) Independent Director * Paul Simon Schapira Independent Director *

Board of Statutory Auditors

Myriam Amato	Chairperson
Fabio Pasquini	Statutory Auditor
Alessandra Tronconi	Statutory Auditor
Andrea Mariani	Alternate Auditor
Massimiliano Alberto Tonarini	Alternate Auditor

Independent Audit Firm

PricewaterhouseCoopers S.p.A.

(1) Member of the appointments and remuneration committee

• (2) Member of the control and risks and related parties committee
• * In accordance with the Self-Governance Code

2019 Directors' Report of the Tamburi Investment Partners Group

On the basis of uniform pro forma accounting principles, the Tamburi Investment Partners Group (hereinafter the "TIP Group" or "TIP") closed 2019 with a pro-forma net profit of Euro 99.9 million, compared to Euro 84.6 million in 2018, with equity of approximately Euro 902 million, up by approximately Euro 235.5 million on Euro 664.4 million as at December 31, 2018. The Group enjoyed a very positive year in 2019.

As previously, for comparable presentation to shareholders of period results and a better reflection of the effective results, not only for operating purposes, the 2019 pro-forma income statement applying the same accounting standards for financial assets and liabilities in place at December 31, 2017 (IAS 39) is presented below. The Directors' Report therefore comments upon the pro-forma figures, while the Notes provide disclosure upon the figures calculated as per IFRS 9.

		Reclassification to	Reclassification to
		income statement	income statement	Reversal of
	IFRS 9	of capital gain	of adjustments to	convertible fair	PRO FORMA	PRO FORMA
Consolidated income statement	31/12/2019	realised	financial assets	value adjustments	31/12/2019	31/12/2018
(in Euro) Total revenues
Purchases, service and other costs	6,996,283 (3,055,205)				6,996,283 (3,055,205)	11,036,008 (2,979,278)
Personnel expenses	(20,267,359)				(20,267,359)	(18,385,432)
Other income	3,429,524				3,429,524
Amortisation & depreciation	(356,399)				(356,399)	(58,739)
Operating profit/(loss)	(13,253,156)	0	0	0	(13,253,156)	(10,387,441)
Financial income	26,250,247	47,112,976		(132,348)	73,230,875	116,098,348
Financial charges	(12,927,381)				(12,927,381)	(7,802,272)
Profit before adjustments to investments	69,710	47,112,976	0	(132,348)	47,050,339	97,908,635
Share of profit/(loss) of associates measured
under the equity method	30,708,637	33,648,759	(340,797)		64,357,396	29,214,745
Adjustments to financial assets	0		(12,644,494)		(12,985,291)	(40,695,832)
Profit / (loss) before taxes	30,778,347	80,761,736	(12,985,291)	(132,348)	98,422,444	86,427,548
Current and deferred taxes	2,049,209	(530,968)			1,518,241	(1,784,996)
Profit / (loss) of the period	32,827,556	80,230,767	(12,985,291)	(132,348)	99,940,684	84,642,552
Profit/(loss) of the period attributable to the shareholders of the parent					98,098,714	59,530,152
Profit/(loss) of the period attributable to the minority interest					1,841,970	25,112,400

The IFRS 9 income statement does not include directly realised income and capital gains on investments and shares of Euro 47.1 million, income and capital gains realised indirectly through associated companies of Euro 33.6 million and negative adjustments to financial assets of Euro 13 million.

This performance was driven by the divestments of holdings in FCA, Ferrari, Furla, iGuzzini, Moncler and Nice, the dividends collected and the Group's share of the profits of various investees. Advisory activity recorded revenues of approximately Euro 6.8 million, compared to approximately Euro 11.1 million in 2018. Operating costs were in line with 2018. As previously, the executive directors' fees are linked to the company's performance and were calculated, as agreed, on proforma figures.

Accordingly, the pro-forma performance for the period was influenced by the completion of important initiatives, in particular the divestment of the shares obtained through the Furla convertible bond, yielding a capital gain of approximately Euro 17 million, and the sale of the equity investment in iGuzzini, through the investee TIPO, yielding a total capital gain for TIP of

approximately Euro 15.7 million, whereas the capital gains on FCA, Ferrari, Moncler and Nice totalled Euro 31.5 million. Other financial income - mainly dividends from investees and interest was approximately Euro 9 million.

On the closing of the iGuzzini sale of March 7, 2019, TIPO collected approximately Euro 45.1 million and received 1,781,739 Fagerhult shares. The withdrawal from Fimag on May 29, 2019 resulted in TIPO collecting Euro 24.2 million, including an extraordinary dividend, and the transfer of an additional 935,689 Fagerhult shares. TIPO in May subscribed its share of the capital increase approved by Fagerhult, with an additional investment of Euro 2.9 million for a total of 712,694 shares.

Other transactions, better described below – including the acquisition of control over Clubtre and the acquisition of significant influence over OVS and Elica – generated accounting effects that yielded positive contributions to the pro-forma results in 2019 of approximately Euro 36.7 million.

Among the other associated companies in addition to TIPO, IPGH contributed a share of profit of Euro 14.1 million, Roche Bobois Euro 4.3 million and Alpitour Euro 6.8 million through Asset Italia.

In 2019, negative adjustments to financial assets were made at pro-forma level of approximately Euro 13 million, mainly concerning the investment in Hugo Boss in view of the still poor share performance.

Financial markets had a very peculiar year in 2019, rallying sharply on the end of the previous year and setting new price records in almost all markets worldwide. TIP's shares also reached an all-time high.

However, given what occurred subsequently, and in particular in February 2020, with the worldwide panic triggered by the consequences of the coronavirus, our most important comments will be those that we devote to the future.

For TIP, 2019 was also a year of important investments.

On March 11, 2019, TIP acquired the entire equity investment held by Gruppo Coin S.p.A. in OVS, amounting to 40,485,898 shares accounting for 17.835% of the share capital for the price of Euro 1.85 per share and a total price of Euro 74,898,911.30. As a result of this acquisition, TIP, which had previously held an interest of approximately 4.912%, increased its total investment to 22.747%, with a total pay-out of Euro 91.6 million. The reclassification of the investment to associated companies resulted in the recording of the increase in the fair value recognised on the portion of the investment held until the acquisition date in a similar manner to that which would be applied for the holding's divestment. Therefore, having ascertained significant influence, the cumulative fair value increase of approximately Euro 1.1 million, recognised to the OCI reserve, has been booked to the pro-forma income statement and reclassified as retained earnings under equity as per IFRS 9; the investment previously classified to "Investments valued at FVOIC" was reversed and was recognised to "associated companies measured under the equity method". The OVS

investment also contributed approximately Euro 1.4 million to the result. In December, agreements were finalised with Stefano Beraldo and eight over shareholder-managers of OVS S.p.A. to sell them call options on a part of the OVS shares held by TIP. The options will be exercisable from January 1, 2023 to June 30, 2023 at the price of Euro 1.85 per share.

In March 2019, Talent Garden completed a capital increase of Euro 23 million, in which TIP participated in the amount of Euro 5 million through StarTIP, confirming its main investor role. As a result of the transaction, the interest in Talent Garden held directly by StartTIP came to 5.9%, whereas the total implicit interest held, considering also the indirect holdings, including the interest held by Heroes and the interest held by Digital Magics, amounted to approximately 20%.

In April, StarTIP slightly increased its holding in Buzzoole. Then, in October, StarTIP subscribed for a new capital increase by Buzzoole, for an additional investment of approximately Euro 0.6 million.

In July 2019, StarTIP - together with other investors - acquired a stake in Bending Spoons S.p.A., acquiring 2.37% with an investment of Euro 5 million. Bending Spoons, Europe's leading iOS app developer, whose main market is the US, reported triple-digit revenue growth to Euro 45 million in 2018. The company's apps have been downloaded 200 million times to date, with 200,000 new downloads per day on iOS devices (the leader in Europe and among the top 10 worldwide, ahead of behemoths such as Snapchat, Adobe and Twitter).

Also in July 2019, TIP acquired 14.95% of ITH S.p.A., the parent company of Sesa S.p.A., a company listed on the STAR segment of Borsa Italiana. TIP's investment, part of a more complex transaction of ITH, is about Euro 17 million. A put/call agreement with ITH shareholders allows for an additional increase in the stake held up to 15.75%. The option exercise period concludes in the second quarter of 2022.

Again in July 2019, TIP acquired from Whirlpool EMEA S.p.A. its total stake in Elica S.p.A. (a company listed on the STAR segment of Borsa Italiana), comprising 7,958,203 ordinary shares representing 12.568% of the share capital, for consideration of Euro 15,916,406. The agreements reached by TIP and the seller include a commitment not to sell such shares to certain competitors of Whirlpool for 12 months from the closing date. Moreover, TIP signed a shareholder agreement with FAN S.r.l., a controlling shareholder of Elica, to establish a medium-term strategic alliance. Finally, to further seal the agreements reached, TIP agreed with Elica the acquisition of all of the treasury shares owned (equal to 2.014% of the share capital), at the same price per share agreed with Whirlpool EMEA S.p.A., with an additional investment of Euro 2.5 million. Overall, a 14.582% stake in Elica was acquired in this phase. Subsequently, Elica share purchases continued. In November, the 20% threshold of capital was exceeded. The consequent reclassification of the investment to associated companies resulted in the recording of the increase in the fair value recognised on the portion of the investment held until the acquisition date in a similar manner to that which would be applied for the holding's divestment. Therefore, having ascertained significant influence, the cumulative fair value increase of approximately Euro 14.5 million, recognised to the OCI reserve, has been booked to the pro-forma income statement and reclassified as retained earnings under equity as per IFRS 9; the investment previously classified to "Investments valued at FVOIC" was reversed and was recognised to "associated companies measured under the equity method".

On July 23, 2019, TIP acquired an additional stake of 22.95%, on a fully diluted basis, in Clubtre S.p.A. (a company holding 3.9% of Prysmian), for total additional consideration of Euro 21.2 million. Following the transaction, TIP owns 66.23% of Clubtre, on a fully diluted basis. Considering the shares directly held by TIP, the TIP Group consolidated stake in Prysmian at December 31 was 4.5%. The obtaining of control of Clubtre and the consequent transfer of the company from an associated company measured under the equity method to a subsidiary subject to line-by-line consolidation resulted in the recognition of the share of the "OIC fair value reserve without reversal" concerning the investment until the transfer date similarly to as would have occurred on the divestment of the holding. After obtaining control of Clubtre, the TIP share of the increased cumulative fair value of the investee with regards to its investment in Prysmian, equal to approximately Euro 17.8 million, recognised to the FV reserve was reversed to other equity reserves according to IFRS 9 and to the pro-forma income statement under income from associated companies. This transaction also resulted in the recognition to the income statement of the differential, equal to approximately Euro 3.4 million, between the value of the holding acquired, calculated on the basis of the market price of the Prysmian shares held at the transaction date, and the acquisition cost. TIP further increased its direct holding in Prysmian in early 2020.

In October 2019, 125,000 additional Hugo Boss shares were acquired, for an additional investment of approximately Euro 4.7 million, at approximately Euro 38 per share, resulting in a decline in the average carrying amount of the equity investment.

In December 2019, in fulfilment of previous agreements, TIP acquired an approximately 12% interest in Welcome Italia S.p.A., a company specialised in integrated telecommunications and cloud computing services, with a particular focus on SMEs, for an investment of approximately Euro 5.8 million.

Treasury share purchases continued in 2019 for approximately Euro 25.5 million. Of this amount, approximately Euro 10.3 million refers to the plan announced on September 26, 2019, as part of the treasury share buy-back programme approved by the Shareholders' Meeting of April 30, 2019, with execution delegated completely to third parties, to acquire a maximum additional eight million treasury shares in addition to those held at the communication date, to be undertaken on the market by January 31, 2020. Following the expiry of this plan, which overall entailed the purchase of 1,988,910 ordinary shares with a total value of approximately Euro 13 million, on February 2, 2020 a new buy-back programme was launched for up to six million additional shares, also on a fully delegated basis, to be completed by August 31, 2020.

Consolidated equity as at December 31, 2019 increased by approximately Euro 235.5 million, compared to Euro 666.4 million as at December 31, 2018, following a buyback of approximately Euro 25.5 million and after distributing dividends of approximately Euro 11.5 million, also due to the value recoveries of the investments measured at fair value.

In June 2019, 7,561,067 warrants were exercised, including 892,650 warrants held by the executive directors, resulting in the issue of a similar number of new TIP shares and a capital increase, including share premium, of approximately Euro 37.8 million. In addition, the inclusion of Clubtre in the consolidation scope increased equity attributable to minority interests by approximately Euro 32 million.

In December the issue of a five-year bond with a value of Euro 300 million, an annual fixed coupon of 2.5% and an issue price of 99.421 was finalised. The bonds, which are unrated, are listed on the Euro MTF Market of the Luxembourg Stock Exchange and Borsa Italiana's MOT Professional segment. Almost all of the proceeds of this bond issue were temporarily invested in listed bonds.

The TIP Group's consolidated net debt – also taking into account the bond maturing on December 5, 2024 and that maturing in early 2020 – was approximately Euro 300 million as at December 31, 2019, compared to approximately Euro 140.5 million as at December 31, 2018. The increase in the net debt follows the considerable investments finalised during the period and the change in the consolidation scope and the consequent full inclusion of the nominal Euro 99.1 million margin loan of the subsidiary Clubtre.

The main listed investees – Amplifon, BE, Elica, Ferrari, Interpump, Moncler, OVS, Prysmian and Sesa – reported robust and in some cases excellent full-year or interim 2019 results; Hugo Boss announced that it had achieved growth in the third quarter of 2019, although the results for the entire year were down slightly on the initial forecasts for 2019. The other direct and indirect investees are also currently performing well.

Although describing it now seems more incongruous than even, in the light of what is happening, financial markets had a very peculiar year in 2019, rallying sharply on the end of the previous year and setting new price records in almost all markets worldwide. TIP's shares also reached an all-time high.

The TIP share performed strongly again in 2019, up approximately 19% on December 31, 2018, with the TIP Warrant 2015-2020 rising 42%. In 2020 TIP's shares initially continued to rally, posting strong additional growth, but then, like almost all exchanges, suffered the disastrous selloff triggered by concerns of the spread of the coronavirus. The usual TIP share chart at February 21, 2020 (the volatility at the end of February and early March has deliberately been excluded) highlights the good performance of the share, up 119.2%; the total return(1) for TIP shareholders over the five years to that date was 136%, with an annual average of 27.2%.

⁽¹⁾ The total return is calculated by taking into account the performance of the TIP shares, the distributed dividends and the performance of the 2015-2020 TIP Warrants freely assigned to shareholders.

TIP workings on data collected on 21/2/2020 at 20.13 source Bloomberg

INVESTMENTS– PRINCIPAL HOLDINGS AT DECEMBER 31, 2019

The financial results reported below refer, where available, to the 2019 Annual Report already approved by the Board of Directors of the investees by the current date; in the absence of such figures, reference is made to the report for the first nine months of 2019 or prior year annual accounts.

A) SUBSIDIARIES

Clubtre S.p.A.

TIP shareholding at December 31, 2019: 37.67% (66.23% fully diluted)

In July, TIP acquired an additional holding in Clubtre to reach a 66.23% stake. Clubtre S.p.A. is the largest shareholder in Prysmian S.p.A. at December 31, 2019 (with the exception of a group of funds) with a holding of approximately 4%. As at December 31, 2019 TIP also holds a direct investment of 0.764% in Prysmian, which subsequently rose to exceed the 5% threshold, together with the shares held by Clubtre.

Prysmian is the world leader in the production of energy and telecommunication cables.

In 2019 Prysmian earned consolidated revenues of Euro 11,519 million, down slightly on 2018 (- 0.9%). Adjusted EBITDA exceeded Euro 1 billion, compared to Euro 767 million in 2018 (+31.4%).

StarTIP S.r.l.

TIP shareholding at December 31, 2019: 100%

Company held 100% by TIP which holds the digital and innovation start-up investments, and in particular those in Bending Spoons S.p.A, in Digital Magics S.p.A., in Heroes S.r.l., (company with an investment of over 40% in Talent Garden S.p.A.), in Alkemy S.p.A., in Buzzoole Holding Limited, in MyWoWo S.r.l., in Centy and in Telesia S.p.A.

In July 2019, StarTIP - together with other investors - acquired a stake in Bending Spoons S.p.A., acquiring 2.37% with an investment of Euro 5 million. Bending Spoons, Europe's leading iOS app developer, whose main market is the US, reported revenue growth of over 50% to Euro 89 million in 2019. The company's apps have been downloaded over 280 million times to date, with 200,000 new downloads per day on iOS devices (the leader in Europe and among the top 10 worldwide, ahead of behemoths such as Snapchat, Adobe and Twitter).

In 2019, StarTIP also invested Euro 5 million in the capital increase by Talent Garden and increased its investment in Buzzoole slightly, i.e. by approximately Euro 1.3 million. As at December 31, 2019, StarTIP had invested a total of approximately Euro 37 million.

TXR S.r.l (company which holds 34.84% of Roche Bobois S.A.)

TIP shareholding at December 31, 2019: 51.00%

TXR, held 51.0% by TIP, has a very significant investment in Roche Bobois S.A.

The Roche Bobois share was admitted to trading on the B segment on the Euronext in Paris on July 9, 2018. TXR today holds a 34.84% investment in Roche Bobois.

The group operates the largest chain worldwide of high-end design furniture products, with a network – direct and/or franchising – comprising over 330 sales points (of which approximately 110 owned) located in prestigious commercial areas, with a presence in the most important cities worldwide, including Europe, North, Central and South America, Africa, Asia and the Middle East.

In 2019 the Roche Bobois Group's business volumes – while continuing to suffer the consequences of the "gilet jaunes" protests on its sales – reported further growth (+8.7% at like-for-like exchange rates) from Euro 257.0 million in 2018 to Euro 274.7 million in 2019, with robust growth in the final quarter of 2019 as well. The increase in sales was supported by excellent performances by directly owned stores (+10.9%), with seven new locations opened and two new franchise stores, whereas two stores considered poorly performing were nonetheless closed. Aggregate business volumes (including franchised stores) were Euro 490.2 million (up 5.6% at like-for-like exchange rates) on Euro 458.6 million in 2018.

B) ASSOCIATED COMPANIES

Asset Italia S.p.A.

TIP shareholding at December 31, 2019: 20.00% excluding the shares related to specific investments

Asset Italia, incorporated in 2016 with the subscription, in addition to TIP, of approximately 30 family offices, with total capital funding of Euro 550 million, is an investment holding and gives shareholders the opportunity to choose for each proposal their individual investments and the receipt of shares for the specific asset class related to the investment subscribed.

TIP holds 20% of Asset Italia, in addition to shares related to specific investments, undertaking at least a pro-quota holding and providing support for the identification, selection, assessment and execution of investment projects.

Asset Italia held at December 31, 2019, through a vehicle company set up on an ad hoc basis, the following investments:

Alpitour S.p.A.

Asset Italia 1 owns both 49.9% of Alpiholding, which in turn owns 36.76% (40.5% on a fully diluted basis) of Alpitour, and a direct stake in Alpitour of 31.14% (34.31% on a fully diluted basis). TIP holds 35.81% of the shares related to Asset Italia 1.

Alpitour enjoys a dominant leadership position in Italy thanks to its strong presence in all sectors (tour operating off line and on line, aviation, hotels, travel agencies and incoming).

The execution of the strategy to extend control over key value chain assets by acquiring new hotels as manager or owner and the integration of Eden Viaggi continued successfully during the year.

In 2019 (year ended October 31), the Alpitour Group reported consolidated revenues of Euro 1,992 million (up 18.5%), an Ebitda of Euro 70.5 million (up 17.6% on 2018) and a net profit of approximately Euro 35.6 million compared to Euro 12.6 million in 2018. The net profit for 2019 benefited from non-recurring income of approximately Euro 22 million.

Ampliter S.r.l.

Asset Italia 2, vehicle company of Asset Italia, has a stake of over 6% in Ampliter S.r.l., parent company of Amplifon S.p.A.. TIP has a 20% stake in shares of Asset Italia related to Asset Italia 2.

The results of Amplifon S.p.A. are illustrated in the section on investments in listed companies.

BE Think, Solve, Execute S.p.A. ("BE")

TIP shareholding at December 31, 2019: 23.41% Listed on the Italian Stock Exchange - STAR Segment.

The BE Group is one of the leading Italian operators in professional services for the financial industry.

In 2019, the BE Group reported value of production of Euro 152.3 million (+1.4%) and an EBITDA of Euro 25.9 million (+ 9.7%).

Clubitaly S.p.A.

TIP shareholding at December 31, 2019: 30.20%

Clubitaly, incorporated in 2014, together with some entrepreneurial families and family office, two of which qualify as related parties pursuant to IAS 24, acquired from Eatinvest S.r.l., a company

controlled by the Farinetti family, 20% of Eataly S.r.l.., subsequently reducing to 19.74%. In 2018 Eataly S.r.l. was merged into its subsidiary Eataly Distribuzione S.r.l., in which Clubitaly S.p.A. retained a 19.74% interest.

Eataly operates with a global reach in the distribution and marketing of Italian high-end gastronomic products integrating production, sales, catering and healthy living. The company represents a peculiar phenomenon - being the only Italian company in the food retail sector with a truly international vocation, as well as a symbol of Italian food and of high quality Made in Italy products worldwide.

Eataly currently operate in Italy, America, the Middle and Far East and is implementing a significant store opening programme in some of the world's major cities through direct sales points and franchises.

Eataly's preliminary 2019 results include revenues of approximately Euro 521 million, +6% on a like-for-like consolidation area, and profitability up slightly on the previous year.

Elica S.p.A.

TIP shareholding at December 31, 2019: 20.15%

In July 2019, TIP acquired from Whirlpool EMEA S.p.A. its total stake in Elica S.p.A. representing 12.568% of the share capital. In addition, TIP concurrently acquired all the treasury shares held as at that date by Elica, equal to 2.014% of the share capital. Overall, a 14.582% stake in Elica was acquired in this phase. Elica share purchases then continued, exceeding 20% of capital in November.

With sales in over 100 countries, seven production facilities worldwide and approximately 3,800 employees, Elica is one of the world's main players in design, technology and high-end solutions for ventilation, filtration and air purification, conceived to improve the welfare of individuals and the environment. Elica is the world leader of the kitchen hoods market in particular.

In 2019 Elica reported consolidated revenues of Euro 480 million, up by 1.6% on 2018, a normalised EBITDA of Euro 45 million, +12.7% on Euro 40 million in 2018, and a net profit of Euro 7.4 million, up sharply on 2018.

Gruppo IPG Holding S.p.A.

TIP shareholding at December 31, 2019: 23.64%, 33.72% fully diluted

Gruppo IPG Holding S.p.A. holds 25,406,799 shares (equal to 23.82% of the share capital, net of treasury shares, and a relative majority) of Interpump Group S.p.A., world leader in the production of high-pressure pistons pumps, power take-offs (PTOs), distributors and hydraulic systems.

In 2019, Interpump Group reported consolidated revenues of Euro 1.369 billion, up 7% on 2018, an Ebitda of Euro 317.9 million, up 10.2% on Euro 288.5 million in 2018 and a net profit of Euro 180.7 million.

OVS S.p.A.

TIP shareholding at December 31, 2019: 22.75%

On March 11, 2019, TIP acquired the entire equity investment held by Gruppo Coin S.p.A. in OVS, amounting to 17.835% of the share capital. As a result of this acquisition, TIP, which had previously held an interest of approximately 4.912%, increased its total investment to 22.747%.

OVS reported net sales of Euro 990.9 million in the first nine months, compared with Euro 1,010.5 in the same period of the previous year. Full-margin sales increased in the third quarter, with a lesser use of promotional leverage to the benefit of profitability. Although the market continued to contract (-5.4%), OVS' market share rose further. Adjusted EBITDA was Euro 101.1 million, confirming the significant increase in the third quarter compared with the same period of the previous year (Euro 15.6 million). Adjusted net debt declined to Euro 395.2 million, down by Euro 45.2 million on October 2018. Cash flow generation in the third quarter improved by Euro 31 million on the same period of the previous year.

TIP-PRE IPO S.p.A. – TIPO

TIP shareholding at December 31, 2019: 29.29%

TIPO undertakes investments in Italian or overseas companies in the industrial or services sectors, with revenues of between Euro 30 and 200 million, listed on a stock exchange or with a view to listing on a regulated equity market.

In 2019, TIPO sold its investment in iGuzzini S.p.A. and completed its withdrawal from Fimag, receiving both liquidity and Fagerhult AB shares.

Following this transaction and having decided - according to the existing shareholder agreements not to pursue additional investment initiatives, the company distributed the available liquidity to shareholders (approximately 80% of the invested capital), although continuing to hold at December 31, 2019 the following investments:

Beta Utensili S.p.A.

TIPO holds directly 3.94% in the share capital of Beta Utensili S.p.A. and indirectly 30.87% through Betaclub S.r.l., in turn controlled by TIPO with 58.417%. Beta Utensili is the leader in Italy in the distribution and production of high-quality utensils.

In 2019, Beta Utensili continued to grow and expand its range thanks to the positive integration of recently acquired companies, while continuing to assess new acquisition opportunities. The preliminary results of Beta Utensili S.p.A. for 2019 report consolidated revenues of approximately Euro 177.3 million, up 10% on 2018, an adjusted EBITDA of approximately Euro 31.1 million and a net profit of approximately Euro 13.8 million (up +9%).

Fagerhult AB

TIPO also holds 1.82% of Fagerhult following the receipt of shares from the sale of iGuzzini and the withdrawal from Fimag, alongside the pro-quota subscription to the share capital increase in May 2019. Fagerhult, listed on the Stockholm stock exchange, is a European

professional lighting leader, designing, developing, manufacturing and distributing innovative and highly energy-efficient solutions for indoor and outdoor lighting.

It has a portfolio of 13 brands and is particularly involved in the Controls & Connectivity segment, optimising both the lighting experience and energy efficiency.

In 2019 Fagerhult reported net sales of SEK 2,129 million, an operating profit of SEK 207 million and a net profit of SEK 126 million.

Sant'Agata S.p.A. - Chiorino Group

TIPO holds 20% of Sant'Agata S.p.A., the parent of the Chiorino Group.

The Chiorino Group is a global leader in the manufacture of process and conveyor belts for industrial processes.

The preliminary results of the Chiorino Group for 2019 report consolidated revenues of approximately Euro 115 million, down slightly on 2018, and an EBITDA of approximately Euro 23.1 million, down 11%.

OTHER ASSOCIATED COMPANIES

TIP in addition holds:

• a 29.97% stake in Gatti & Co. GmbH, a corporate finance boutique with headquarters in Frankfurt (Germany), primarily operating on the cross-border M&A market between Germany and Italy;
• a 30% stake in Palazzari & Turries Ltd, a corporate finance boutique based in Hong Kong which has a long tradition of assisting numerous Italian companies in start-ups, joint ventures and corporate finance in China, building upon its extensive experience in China and Hong Kong.

C) OTHER COMPANIES

INVESTMENTS IN LISTED COMPANIES

Amplifon S.p.A. TIP shareholding at December 31, 2019: 2.67% Listed on the Italian Stock Exchange - STAR Segment.

The Amplifon Group is world leader in the distribution and personalised application of hearing aids with around 11,000 sales points between direct and affiliates.

In 2019 the Amplifon Group reported consolidated revenues of Euro 1,732.1 million, up 27.1%, at like-for-like exchange rates, a recurring EBITDA of Euro 301.2 million, up 28.8% at like-for-like exchange rates, and a net profit of Euro 114.2 million, up 13.7%.

Digital Magics S.p.A.

TIP shareholding at December 31, 2019: 22.72% Listed on the Alternative Investment Market (AIM) Italy

Digital Magics S.p.A. is the leading Italian incubator and accelerator of both digital and non-digital innovative start-ups and currently has 60 active investments and 7 completed exists.

Digital Magics designs and develops Open Innovation programmes to support Italian businesses in innovative processes, services and products thanks to innovative technologies; it also launched and is supporting the development, thanks to the active involvement of TIP, of the largest innovative hub in partnership with Talent Garden - the largest European co-working platform - WebWorking, WithFounders and Innogest.

Ferrari N.V.

TIP shareholding at December 31, 2019: 0.04% of the ordinary share capital Listed on the Italian Stock Exchange and the New York Stock Exchange

Ferrari is the famous manufacturer of high-end sports cars and racing cars. The company possess technologies and intangibles difficult to replicate; a unique combination of innovation, design, exclusivity and technology.

In the year ended December 31, 2019, Ferrari reported new performance records with revenues of Euro 3.766 billion (+10% on 2018), an adjusted EBITDA of Euro 1.269 billion, up by 14% on the previous year, and a net profit of Euro 699 million, -11% on Euro 787 million in 2018, which, however, benefited from non-recurring tax income of Euro 141 million (the adjusted net profit increased by 8% in 2019)

Hugo Boss AG

TIP shareholding at December 31, 2019: 1.53% Listed on the Frankfurt Stock Exchange

Hugo Boss AG is market leader in the premium segment of the medium-high and high-end apparel market for men and women, with a diversified range from fashionable clothing to footwear and accessories.

Hugo Boss products are distributed in over 1,000 shops worldwide.

In 2019 the Hugo Boss Group reported consolidated revenues of Euro 2,884 billion (+2% at likefor-like exchange rates) and an EBITDA (adjusted to not consider the effects of IFRS 16) of approximately Euro 333 million, down 4% on the previous year. However, the figures for the fourth quarter of 2019 were more positive in terms of both revenues, up 4% on the same period of the previous year at a like-for-like exchange rate, and of margins, with an EBIT of Euro 122 million in the fourth quarter, up by 9%.

Moncler S.p.A.

TIP shareholding at December 31, 2019: 0.80% Listed on the Italian Stock Exchange - STAR Segment

Moncler is a global leader in the apparel luxury segment.

In 2019 the Moncler Group reported consolidated revenues of Euro 1,628 million (+13% at likefor-like exchange rates) and an Adjusted EBITDA of Euro 574.8 million (+14.9%). Another year of double-digit growth in revenues and earnings that confirmed Moncler at the top end in terms of margins, among the most prestigious global brands.

INVESTMENTS IN NON-LISTED COMPANIES

Azimut Benetti S.p.A. TIP shareholding at December 31, 2019: 12.07%

Azimut Benetti S.p.A. is one of the most prestigious constructors of mega yachts worldwide. The company has ranked as "Global Order Book" leader for 20 consecutive years, which ranks the major global constructors of yachts and mega yachts of over 24 metres worldwide. It has 6 boatyards and one of the world's most comprehensive sales networks.

The latest accounts of the company report an increase in the value of production of 9% to approximately Euro 900 million, and an adjusted EBITDA of approximately Euro 70 million, up Euro 55 million on 2018, due in part to the capital gain on the divestment of Fraser Yachts. The net profit for 2019 was approximately Euro 25 million.

ITH S.p.A.

TIP shareholding at December 31, 2019: 14.95%

Also in July 2019, TIP acquired 14.95% of ITH S.p.A., the parent company of Sesa S.p.A., a company listed on the STAR segment of Borsa Italiana. TIP's investment includes a put/call agreement with ITH shareholders which allows for an additional increase in the stake held up to 15.75%.

The Sesa Group is a leading Italian provider, with an international presence, of extremely innovative high value-added IT solutions and services for businesses. The solutions it has developed include, in particular, support for the demand for digital transformation from medium-size enterprises.

In the first half of financial year 2019-2020 (its financial year ends on April 30), Sesa reported revenues of Euro 770.2 million, up 18.8%, and an adjusted EBITDA of Euro 40 million, +32.8% on the same period of the previous year.

Welcome S.p.A.

TIP shareholding at December 31, 2019: 12.04%

In December 2019 TIP purchased a 12.04% interest in Welcome Italia, a leading Italian provider of innovative integrated telecommunication and IT services to businesses with a network of partner firms (and agents) that act as system integrators, selling, installing and maintaining the services and devices offered by the group. It also manages two data centres, hosted by the company offices in direct contact with the network operation centre.

Welcome's results for 2019 report consolidated revenues of approximately Euro 57.6 million, up by 10.7% on 2018, and an EBITDA of approximately Euro 14.7 million, up by 26.5%.

D) OTHER INVESTMENTS AND FINANCIAL INSTRUMENTS

In 2015 TIP subscribed a partially convertible bond of approximately Euro 8 million in one of the holdings with an investment in Octo Telematics, the principal global provider of telematic services for the insurance and automotive market.

In addition to the investments listed, TIP holds stakes in other listed and non-listed companies which in terms of amounts invested, are not considered significant.

RELATED PARTY TRANSACTIONS

The transactions with related parties are detailed in Note 35 of the notes to the consolidated financial statements and in note 32 to the notes to the separate financial statements.

TIP – A CULTURE OF SUSTAINABILITY

TIP does not qualify as a "large group" and therefore is not required to prepare a non-financial statement pursuant to Directive 2014/95/EU, transcribed into Italian law by Legislative Decree No. 254/2016. However, corporate responsibility is particularly important to TIP and plays a very significant role in building a better workplace and an increasingly responsible community capable of protecting the environment and of developing the skills of its people according to an ethical approach so as to ensure that all areas of its endeavours prosper, thereby promoting employment and innovation and creating new enterprises focused on an approach to doing business that is healthy, sound and sustainable in the medium term and, ideally, in the long term as well.

For more than ten years, the cover pages of all documents prepared by TIP intended for external counterparties have contained the following statement:

"We should all feel nothing but shame for the reputation that finance has earned itself in the last few years, but if you manage to guide healthy capital from successful businesses and the assets of families that wish to invest them intelligently in companies that want to grow, develop and generate value, you are doing one of the most beneficial jobs in the world".

This is the TIP Group's mission. Indeed, the most significant possible impact that we can seek to have on the environment around us is to promote sound, balanced economic growth by companies through our work.

The TIP Group is thus fully aware that, in its capacity as investor and shareholder, in addition to occupying important seats on the boards of directors of major listed and unlisted Italian companies, it has an extremely important role to play in developing initiatives in support of social responsibility and sustainability.

Accordingly, the evaluation of environmental, social, ethical and governance criteria has always formed an integral part of the investment process, and this focus has meant that TIP has always invested in companies that make a positive contribution to society and the environment, while avoiding companies that adopt harmful or unsustainable business models, and has used its influence as an investor to encourage virtuous practices in the management of environmental, social, ethical and governance aspects through a constant, proactive contribution.

Given TIP's core business and its track record of over 35 years of active involvement in both family-run businesses and companies created through private-equity processes, the focal points of its sustainability efforts have been governance and ethics issues, viewed as a means of meeting the market's needs according to a market-friendly approach. Over the years, this focus has gradually been expanded to include environmental and social issues, broadly construed.

The presence of TIP's senior executives on the boards of directors of major Italian listed companies enables a continuous exchange of knowledge and practices, including at the international level. As a consequence, the portfolio already includes companies that attribute significant value to ESG issues in their MBO plans.

Driven by a conviction that an ethical approach to doing business is not only an end unto itself, but is also integral to the success of the company and the reduction of its risk, since the early 2000s in its internal and external activities the Group has focused on complying with the principles of its Code of Ethics, which identifies the shared values, principles and duties in management of the business, working standards, respect for human rights and respect for the environment by which all those who act on behalf of Group companies are required to abide.

In particular, observance of the Code of Ethics is intended to minimise risks with a social impact, including those affecting personnel, through compliance with the law, dignity, equality and integrity, relations with the public sector and supervisory authorities, relations with political parties and labour unions, relations with suppliers of goods and services, relations with customers, workplace health and safety and privacy.

Restrictions on self-dealing and accepting gifts of significant value have always been crucial.

In accordance with Legislative Decree No. 231/2001, the TIP Group has also implemented an organisation, management and control model designed to prevent the risks associated with unlawful behaviour in order to ensure a constantly higher standard of integrity and transparency in the conduct of company business and activities.

The nature of the TIP Group's business also necessitates that information processed with regard to listed and unlisted companies – be they investees, investment targets or slated for divestment – be regarded as private and confidential. The expected level of protection of information is therefore extremely high in view of the risks that information leaks may entail in economic and reputational terms, for both customers and the TIP Group itself. The TIP Group therefore devotes particular attention to safekeeping and protecting data and has implemented a programme for updating and developing its systems, infrastructure and security procedures, including in order to discharge obligations arising from the new regulations.

Given the nature of its business, the new direct initiatives promoted by the TIP Group are more focused on information regarding the economic scenario, through editorials and interviews published in major Italian and, in some cases, international media. As part of the clear sense of responsibility that TIP's top management have always felt in the educational arena, since the early Nineties it has published its views (in the "Privatisation and Corporate Governance Bulletin") on the subject of privatisation and corporate governance in Italy, when no one was yet focused on

these matters.

The company's founders have also written books on corporate finance issues such as M&A operations, IPOs and the value of brands.

In 2014 TIP published the volume Asset Italia – proprietà, valori e prezzi (pagati e non) delle aziende italiane (Asset Italy – Ownership, Values and Prices (Paid and Unpaid) of Italian Companies), containing an analysis of the financial outlook for Italian entrepreneurs and progress efficiency gains in the industrial system.

In 2016 TIP published the volume Prezzi & Valori – l'Enterprise Value nell'era digitale (Prices and Values – Enterprise Value in the Digital Age), which contains very detailed and thorough analyses and studies of the valuation dynamics of enterprises in a world that has recently seen a shift in many of its main paradigms.

Turning to the initiatives implemented by the TIP Group to respect and preserve the environment, it should firstly be mentioned that the Group's business involves almost exclusive use of materials such as paper and electronic devices (PCs, printers, etc.) that focus on cost-effectiveness, respect for the environment and quality of the products offered by the best major suppliers, which are asked to ensure full compliance with the highest market standards in terms of environmental impact, traceability and working practices. In fact, the TIP Group presents two main types of activities with an environmental impact: (i) administrative and generic office activities, which involve the consumption of paper and energy, and (ii) travel by personnel to reach places of business and customers, which gives rise to CO2 emissions.

It should also be noted that:

• the Group's core and supporting activities do not involve industrial transformation processes, and its environmental impacts are therefore essentially attributable to the domestic utilities typically seen in urban areas, i.e. waste, electricity and water;
• the impacts of activities performed on the premises of customers and investees are not considered because they are indirect from the Group's perspective and cannot be measured.

Within this framework, the Group is not exposed to significant risks from an environmental standpoint, and in any event, it engages in behaviour designed to reduce its impact on the environment, pursuing various operating objectives such as:

• the adoption of environmentally friendly technologies and systems, where sustainable;
• engagement and awareness-raising among personnel who in their work are directly involved in managing the impacts generated;
• optimisation of energy and material consumption.

The main material used in the services provided by the Group's employees is paper. Accordingly, reducing such consumption has been a priority in forging an environmental culture at the companywide level. This goal has been pursued through initiatives designed to instil sensitivity and accountability in paper use, where necessary, dematerialise processes, where possible, and launch constant usage monitoring.

In particular, the following activities were carried out:

• configuration of only front/back printing, where technologically possible, on all the main photocopiers and automatic restrictions on the number of copies that may be printed during each run;
• dematerialisation of internal processes:
• digitalisation of processes, including human resource management.

Due to the nature of the services it provides, the Group's CO2 emissions primarily derive from its office and administrative activities and travel.

The situation for the plastic materials component is similar.

The following is a summary of the commitments in the sustainability arena by the main companies in TIP's portfolio:

• Alpitour
• Amplifon
• Azimut Benetti
• Be
• Beta Utensili
• Chiorino
• Digital Magics
• Eataly
• Elica
• Ferrari
• Hugo Boss
• Interpump
• Moncler
• OVS
• Prysmian
• Roche Bobois
• Sesa
• Talent Garden
• Welcome Italia

ALPITOUR

Environmental protection and the fight against climate change are considered topics of fundamental importance by the Alpitour Group. Aware of the impacts it does and may have, the Alpitour Group also maintains a constant focus on legal and regulatory developments relating to the environment. In particular, it monitors the initiatives of the European Commission and working groups formed to develop the policies of the Paris Accord, entered into within the framework of COP 21 (Conference of the Parties to the UNFCCC) in 2015, intended to reduce greenhouse gas emissions, and the Sustainable Development Goals (SDGs) set by the United Nations. In pursuit of this goal, the Alpitour Group has gradually developed a range of initiatives designed to minimise the environmental impacts generated by all its business activities.

Since 2015 the Alpitour Group has been an active participant in the working group "Relationships with Non-Tourism Suppliers" organised by ASTOI Confindustria (Italian Tour Operators Association). In particular, through the working group a project has been launched with a focus on cumulative environmentally friendly shipping designed to decrease the environmental impacts of shipping. Over the years, rationalising the shipping needs of all participating companies has resulted in a significant reduction in environmental impacts, and in packaging and pollutant substance emissions in particular. In short, through the ASTOI project environmental benefits were achieved by: optimising logistics, simplifying the packaging system, reducing the greenhouse gas emissions generated by transport and saving on the raw materials used to make packaging.

The Group also achieved a significant savings on paper due to the dematerialisation of

informational materials for customers (catalogues and account statements for travel services) made possible by constantly increasing use of Web channels.

Its sensitivity to environmental issues resulted in the renovation of the new building located at Via Lugaro 15 in Turin, the Group's office since 2012, in an approach capable of generating a low environmental impact by installing a photovoltaic system, external wall insulation and low transmittance glass. In addition, thanks to more prudent and informed use of the Turin, Cuneo, Milan and Rome offices, electricity consumption has been reduced by 8% over the past four years. The reduction of consumption was mainly due to: more informed use of systems by personnel due to heightened environmental sensitivity, implementation of energy efficiency initiatives, such as a new lighting system with light flow regulation and replacement of some light fixtures with LED technology and the decision to allow another company to use a floor of the building.

VoiHotel, an Alpitour Group company that provides hospitality services, is taking a variety of measures focusing on both passive and active energy efficiency, and in particular: monitoring and measuring electrical phenomena to quantify consumption, using only the 'strictly necessary' amount of energy and only when 'necessary' through automation and monitoring technologies, implementing permanent process improvements, maintaining constant performance through monitoring and maintenance service, and installing new custom devices with a low implementation costs and a swift return on investment, above all in new installations and retrofitting work on existing buildings. The active energy efficiency (AEE) plan and is a fundamental integration of passive energy measures to achieve the CO2 emission reduction targets set in the Kyoto Protocol. VOIhotels has also launched a campaign that seeks to reduce the environmental impact of the facilities in its hotel chain. The project has three main components involving, in addition to concrete actions, an environmental education activity designed to help guests understand which behaviours are the most virtuous and environmentally sustainable: (i) the use of recycled paper cups at all facilities, thereby permitting plastic cup consumption to be reduced from 2,500,000 to just 400,000; (ii) the introduction of separate waste bins in all common resort areas; and (iii) awareness-raising amongst guests through signs that encourage environmentally respectful behaviour. The Alpitour Group also supported various social initiatives such as:

• In December 2017 the Alpitour Group carried out an important initiative in partnership with Karibujua, a young association active in Africa that pursues various projects in support of local populations. Alpitour purchased 1,500 Little Sun lampposts intended for Kenya's remotest villages.
• Over the years, Neos has contributed, through various approaches, to providing support to local populations struggling with the aftermath of earthquakes and floods: among these, mention should be made of l'Aquila and Malawi, where Neos helped by donating blankets and clothes. In addition, for years airplane tickets have been offered to doctors travelling to Cuba or Madagascar, where the Santa Maria della Grazia Health Centre has opened in Nosy Be as part of a health project carried out by Italian volunteers. In addition to these activities, Neos carries school and medical supplies and basic necessities for associations and NGOs.
• Since 2014 Neos has been a partner to Telehon, raising funds on its aircraft flying longhaul routes.
• Neos supports the social undertaking "The Fairy Children", which supports over 60 local projects focusing on autistic children and young people and their families.

AMPLIFON

(See "Sustainability" on the Amplifon corporate website)

Amplifon has identified the following focal areas with regard to sustainability to contribute to improving quality of life through responsible management of its business: Product & Service Stewardship, People Empowerment, Community Impact and Ethical Behaviour:

• Product & Service Stewardship: (i) Italian launch of the Amplifon Product Experience, consisting of the new Amplifon product range and multichannel Amplifon ecosystem; (ii) over 85,000 customer satisfaction interviews; and (iii) launch of increasingly user-friendly and compelling consumer sites;
  • People Empowerment: (i) approximately 340,000 hours of training; (ii) adoption of new digital, smart and cloud-based working and communications solutions; and (iii) launch of a corporate culture through a simultaneous global campaign in all Group countries.
  • Community Impact: (i) multiple prevention and awareness-raising initiatives in all Group areas; (ii) six scholarships worth Euro 7,000 each awarded to ear, nose and throat doctors in Italy and France; and (iii) more than 2,000 children and adults supported and more than 4,000 acoustic solutions donated in the United States through the Miracle-Ear Foundation;
  • Ethical Behaviour: (i) approval of the Sustainability Policy; (ii) local implementation of the Group Anti-corruption Policy in progress; and (iii) completion of energy consumption and waste production measurement.

AZIMUT BENETTI

The Azimut Benetti Group is implementing various initiatives to reduce its environmental impact and contribute to sustainable growth.

With regard to environmental matters in particular, the Group prepares an Energy Diagnosis every five years (in accordance with Legislative Decree No. 102/2014) and analyses the various Group sites on a revolving basis. It is also implementing various initiatives designed to further reduce the environmental impact of its activities through both rational resource use and promotion of responsible behaviour from an environmental standpoint by all internal participants and external interlocutors. The concrete initiatives promoted include:

• "Subproducts" project: some types of waste are reclassified as subproducts and placed back on the market according to a circular economy approach (fibreglass, wood, fabric and leather scrap).
• Atmospheric emissions: atmospheric solvent emissions in technological processes relating to injection are being optimised. Emissions are being minimised through appropriate abatement systems, resulting in a 70% reduction.
• "Geothermal" project: creation of a geothermal well to increase the efficiency of use of energy sources such as water for irrigation and electricity for internal climate control.
• "Sustainable mobility" project: incentives for the use of public transport to reduce CO2 emissions.
• "Car policy" project: adoption of top-performing models in terms of emissions and consumption.
• "Reduced fuel consumption" project based on the study of higher-performance hulls and replacement of fibreglass in boat superstructures with carbon fibre, resulting in reduced weight and thus consumption with the same installed horsepower.
• Agreement with Siemens to study a hybrid propulsion system offering significantly reduced consumption and emissions.
• "Reduced atmospheric emissions" project based on internal manufacture of fibreglass using an injection process.
• "Green materials" project: a project for a green hull antifouling without biocides, in order to prevent toxic substances from coming into contact with the marine environment.

• "Carbon fibre" project: a project involving the use of recycled carbon fibre.

• "Fibreglass recycling" project: for recycling the fibreglass in non-structural detached pieces. Over the years, the Azimut Benetti Group has also been awarded the workplace health and safety certification in accordance with the BS OHSAS 18001 international standard. This certification represented an industry first for a multi-site group. In addition, it has also been awarded ISO 9001- 2015 quality certification for its Yachts business line.

The Azimut Benetti Group is also committed to supporting its employees and the community through the following initiatives:

• an employee benefits system capable of providing useful services to individuals (daycare, educational support, income support, care for elderly/disabled family members and opportunities for recreation and for cultural and personal growth)
• development of people care initiatives focused on improving the quality of the relationship between the company and its people (scholarships for children of employees, support following serious family events).
• "Hour-sharing bank" that employees can use to transfer their holiday/leave to coworkers who need to care for sick or disabled family members with the company matching the employee's contributions.
• "Listening desk" staffed by a specialised psychologist to support better integration of individuals into the company, including in view of cultural and religious diversity issues.
• Incentives for employment and professional development with equal opportunities for both genders through support for training, qualification and updates following extended periods of absence from work.
• "Azimut Academy" for ongoing training, management growth, and skill, management and personnel profile development
• "No Food Waste" project. In collaboration with the municipality and the Red Cross, leftover food from the company canteen is recovered and prepared for distribution to the needy.
• "Food Drive" project: in collaboration with volunteer organisations, food drives are organised for needy local residents.

BE

(see "Sustainability" in the Investors section of BE's website)

The area of greatest impact for BE in terms of sustainability is social responsibility. The Group strives to engage its stakeholders in its business decisions to ensure that they are a fundamental element of contributing to local development. On the basis of the types of services offered and activities performed by Group companies, stakeholders have been identified as employees, investors, customers, local communities, suppliers, schools and universities. Stakeholders were given a questionnaire allowing them to identify the BE Group's priorities for each aspect of economic, social and environmental sustainability: energy consumption, environmental emissions, efficient use of materials, diversity and equal opportunities, relations and impacts on local communities, health and safety of personnel, compliance with laws and regulations, economic and financial performance, personnel training and development, ethics and integrity, data and information privacy and security, quality and customer satisfaction, capacity for innovation, research and development and attracting and retaining talent.

Among other aspects, donations and projects were completed for medical, scientific and training initiatives in the 2016-2018 period. In particular, in 2018 the BE Group contributed to a fundraising event for the non-profit Per Milano, with the specific aim of raising funds to finance initiatives in support of children suffering from disabilities and social fragility.

Partnerships are in place with major Italian universities and centres of research and innovation. In particular, the BE Group (i) participated, as founder and supporter, in the establishment of a data science university research centre and related master's degree programme. The BE Group also promoted youth employment by selecting several data scientists at the end of the master's degree programme; (ii) it promoted an Advanced Analytics course in an undergraduate Economics programme at a leading Italian university, with several BE Group executive partners acting as lecturers.

The bulk of its environmental impacts relate to mobility and transport and are attributable to commuting and travel by the Group's employees. According, a travel policy was drafted to promote sustainable mobility, requiring the use of public transport in cities, particularly where there are well developed metro rail networks, and recommending that travel to internal meetings be replaced by remote communications (e.g., video calls/conferences), while in any case favouring the use of trains over aircraft.

BETA UTENSILI

The Beta Group focuses closely on the issues of worker health and safety and the working environment. Although there is not yet a formal environmental policy at the Group level, all activities are inspired by the principle of protecting the environment and public health in accordance with applicable legislative requirements. Aware of the importance of these topics, the Beta Group plans its investments and activities in a way that strikes a balance between environmental needs and economic objectives.

In particular, energy diagnoses are regularly conducted at Beta Utensili production facilities, with monitoring and analysis of the use profiles of the main utilities (i.e., both electricity and natural gas) and the preparation of specific energy efficiency indicators. On the basis of these diagnoses, an energy efficiency plan was implemented, resulting in the replacement of the lighting systems in production areas with low-energy lamps and the gradual replacement of oil-immersed mediumvoltage/low-voltage transformer groups with more modern and efficient resin-insulated transformers (thus also avoiding the periodic disposal of oil containing PCBs).

Beta's production units have been issued consolidated environmental authorisations, meaning that they are fully compliant with local legislation regarding the procurement, use, purification and release of water and emissions into the atmosphere. The desire for ongoing improvement shown by the company's management resulted in the installation – where compatible with the type of airborne pollutant – at various facilities of aspiration systems equipped with HEPA filters that circulate the filtered air back into the internal environment rather than releasing the airflow into the atmosphere.

Beta Utensili is currently implementing several measures to further limit the environmental impact of its production processes. Specifically, the initiatives being pursued are:

• 1. the search for and replacement of substances and mixtures required for production cycles that in addition to meeting technical requirements dramatically reduce the impact on the environment.
• 1. the possibility of reusing bio-polymers (in lubricant and refrigerant solutions for chip aspiration processes) in replacement of mineral/vegetable oils and the resulting management and disposal of waste resulting from the use of such lubricants.
• 1. The use in the production of its products and packaging of fully recyclable materials.

The Beta Group has also implemented various welfare initiatives for its employees. Starting in 2009, the following initiatives began to be introduced at the locations in Sovico (MB), Castiglone D'Adda (LO) and Sulmona (AQ), in view of a constantly increasing focus on employees:

• a) tax advice for completing Form 730 directly at the company provided by specific professionals (from the association Assocaaf) at special rates, with service available during normal working hours;
• b) purchase of school books for children of employees attending middle and secondary schools, with direct delivery of books to the company, at discounted rates and with a company contribution of 50% of the cost (since 2019 this contribution has risen to 100%, i.e. the books are totally free);
• c) starting in 2020 and in view of further concrete measures in support of education costs, the company decided to provide an annual contribution of Euro 500 towards the purchase of university textbooks for children of employees regularly enrolled in an undergraduate programme (students behind on their exams are not eligible).
• d) establishment of academic prizes for children of employees who have successfully completed second-level public or private accredited secondary schools or universities and, in further detail: (i) five prizes of Euro 1,000 each for second-level secondary school graduates with marks of 80/100 to 90/100; (ii) five prizes of Euro 1,500 each for secondlevel secondary school graduates with marks of 90/100; (iii) eight prizes of Euro 2,000 each for three-year undergraduate programmes; and (iv) eight prizes of Euro 3,000 each for specialist undergraduate programmes;
• e) the possibility of receiving an influenza vaccine free of charge at the company, on a voluntary basis and through the company-appointed doctor;
• f) introduction in 2018 of the new Beta Utensili Welfare Plan to promote wellbeing and quality of life among employees through a wide range of flexible, customisable services, in addition to an extensive line-up of special deals.

A specific platform was designed for this purpose, dedicated to managing the budget for flexible benefits (those arising from both the national bargaining agreement for the mechanical engineering sector and the voluntary conversion of the amount of the annual bonus awarded).

Employees thus have a year to access the service and choose the benefit best suited to their needs and those of their immediate families (reimbursement for medical, care and academic expenses, contributions to category pension funds, requests for various categories of vouchers, etc.).

Not least in terms of environmental sustainability, last year a series of initiatives were taken for environmental protection and the development of green policies, such as:

1. replacement of plastic cups with cups made from compostable materials in all warm beverage dispensers;

2. 1. dispensing flasks to employees to be used when drinking from water foundations or coolers;
3. 1. elimination in canteens of 100,000 plastic cups and 50,000 plastic water bottles and their replacement with glass carafes and cups to be filled using specially placed sparkling and still water dispensers;
4. 1. preparation of specific containers for separated waste collection (organics, plastic and aluminium, paper and mixed).

CHIORINO

Chiorino's development strategy is based on three pillars: (i) respect for individuals and society; (ii) respect for the environment; and (iii) respect for the customer's expectations. These elements are adapted into an integrated, certified model for managing quality, the environment and worker health and safety in accordance with the standards UNI EN ISO 9001:2015, UNI EN ISO 14001:2015 and UNI ISO 45001:2018.

In addition, since 2005 Chiorino S.p.A. has been certified according to the EMAS (Eco-Management and Audit Scheme) scheme, a voluntary tool created by the European Community to assess and improve its environmental performance and provide interested parties with information regarding its environmental management. The priority aim is to contribute to creating sustainable economic development, emphasising the roles and responsibilities of businesses. Chiorino is the only company in its sector with this certification.

The company strives constantly to pursue the goal of constant improvement of its environmental performance and respect for the community that hosts it. In 2019 general improvements continued to be received in terms of environmental sustainability compared with previous years. The main objectives achieved are:

• atmospheric emissions: replacement of particulate abatement systems with a single, more efficient system;
• energy: (i) review of existing electricity meters and integration for utilities for which they are not yet present in order to monitor and reduce consumption; (ii) optimisation of outdoor and indoor lighting - replacement of 85% of planned lamps with low-consumption solutions.

DIGITAL MAGICS

At Digital Magics, sustainability is viewed as a value to be shared, an integral part of the way of doing business that permeates the daily ethical approach to managing the company.

Digital Magics bases its sustainable development on supportive processes and new social connections, pooling resources and skills and experimenting with innovative solutions. Sustainability is thus viewed as a strategic competitive lever to forge a relationship of trust and transparency with stakeholders.

The constant commitment by Digital Magics to contribute to sustainable development may be summarised as follows:

• fostering industrial innovation: the company object includes consultancy and the provision of industrial strategy services to innovative Italian start-ups and SMEs with a digital, technological vocation. In its 15 years of history as company, Digital Magics has provided services to over 130 countries with the characteristics described above, thus providing a significant contribution to the development of innovation in Italy.

• fostering gender balance: the company has always ensured equal access, career opportunities and economic conditions for men and women. Women make up 52% of Digital Magics' employees and frequent contractors (15% are under age 30 and 15% above age 50), to whom policies that facilitate the desire for maternity in a manner compatible with a career aspiration are constantly applied.

• Dignified work and economic growth: it offers employees and contractors but also the startups hosted – a healthy, modern working environment with cutting-edge technological infrastructure that fosters peace of mind and efficiency in the workplace. There is a constant commitment to economic and financial sustainability – for both Digital Magics and the companies that participate in its incubation and acceleration programmes. The aspirations to economic wellbeing of all stakeholders (and in particular the young generations) are promoted in a manner compatible with informed resource usage.
• Respect for and protection of environmental resources: despite having limited raw material consumption, owing to the peculiar characteristics of its business, the company has long adopted a responsible attitude towards energy use (including by selecting suppliers that ensure high renewable energy rates), containment of consumption through the use of digital procedures and media, constant monitoring of waste production and proper implementation of recycling procedures.
• In addition, in the role of mentors to young entrepreneurs, they constantly convey the message that when sustainability is a process that is structured and integrated into the business, the results are plain to see: stronger reputation, increased confidence level, loyalty, improved relationship capital and easier access to financial capital.

EATALY

Eataly is actively committed to supporting projects concerning issues of an environmental, social and cultural nature, making the issue of sustainability one of the Group's distinctive key messages. The main initiatives promoted are:

• "Bee The Future": a project in partnership with Slowfood, Arcoiris and the University of Palermo in support of biodiversity and bee re-population as a pollination vehicle for agriculture. The goal is to repopulate 100 hectares in Italy over three years, through seed donations.
• "Sowing Biodiversity": a project in partnership with Slowfood, Arcoiris and the University of Palermo to recover ancient plant varieties and record them in a free varieties database. To date approximately 40 ancient varieties have been recovered and made available through Eataly, with six entered into the database.
• "Towards Zero Waste": a programme to reduce internally produced waste and packaging used in transport. Two large composting facilities are currently being designed (in Rome and Turin) to reduce the organic waste fraction and obtain certified "high-quality" compost for donation to public parks, schools, etc.
• "10,000 Gardens in Africa": participation in the SlowFood project to create gardens and provide agricultural education in various African countries. To date Eataly has financed approximately 500 gardens.
• "A Dinner You Cannot Miss": a cultural partnership with the Last Supper Museum to finance the project to safeguard the preservation of the painting The Last Supper, extending its lifetime by 500 years.
• "Eataly for Genoa": initiatives in support of the community affected by the collapse of the Morandi Bridge through donations, organisation of events and free meals.
• Eataly and the University of Culinary Science of Pollenzo: Eataly is participating in the development of projects relating to economic and social issues, including working tables on the circular economy and free restaurant training.

ELICA

(see the "Social Responsibility" section of Elica's website)

Elica conceives of corporate social responsibility as a balance between four elements: business, conservation, community and culture. Social responsibility for Elica is a priority which is embodied in the rights of workers, the caring for individuals, the implementation of an inclusive industrial relations system, the contribution to sustainable development, the reduction of emissions and consumption in the production processes and proper and transparent communication.

In 2011 the Group signed the Charter for Equal Opportunity in the Workplace, promoted by Sodalitas, under the patronage of the President of the Republic, in order to contribute to the establishment of an inclusive corporate culture and policies, free from discrimination and prejudice, evaluating abilities in all their diversity.

The environmental vision of the Company is to ensure processes and products which respect the environment throughout their entire life cycle, seeking to reduce the consumption of nonrenewable energy and production waste. The Company complies with all of the environmental regulations in force and also to voluntary international environmental rules. Elica is UNI EN ISO 14001 certified for its Environmental Management System and has adopted specific guidelines and procedures for the management of chemical substances, with preventative and informative measures in relation to workplace security and for environmental protection in place.

In 2011 Elica inaugurated the Group's first photovoltaic system at its plant in Castelfidardo (AN). The system is capable of meeting 35% of the plant's electricity needs, with annual power generation of 1,240,000 KWh and prevention of 765 tons of CO2 emissions per year, the equivalent of 76,500 trees, 6.6 million kilometres travelled by car in one year or the annual energy consumption of 128 100 square metre apartments.

In 2009 Elica joined the World Class Manufacturing Association, an international non-profit organization bringing together companies from various sectors involved in the introduction and the development of a single unified process of change.

FERRARI

(see "Sustainability" in the "About us" section of Ferrari's website)

Ferrari is particularly attentive to individuals and their passions, making them the centre of its production processes and racing competitions, starting with its employees and their families and extending to its customers and the entire community.

The main components of Ferrari's sustainability programme are: (i) innovation and technology at the service of the customer; (ii) environmental responsibility; (ii) the "Formula Uomo" programme; and (iv) community.

• Innovation and technology at the service of the customer: in addition to its intense research and development activity, Ferrari creates innovation by stimulating its employees' creativity. For example, the "Pole Position Evo" project rewards the ideas submitted by individual workers to improve products, methods and the working environment, with over 9,200 submissions in 2018. A structured process is used to assess the customer's opinion, through specific indicators, of products, services, events and the overall experience with the vehicle. The results of the analysis are excellent, considering that in 2018 over 65% of vehicles were sold to those who already owned a Ferrari, and 41% of customers owned more than one model.

• Environmental responsibility: Ferrari is attentive to the efficiency of its production processes and reducing the pollutant emissions of its plants and vehicles. ISO 14001 certification was awarded to the Company's Maranello and Modena facilities in 2001 and renewed in 2016. In 2007 the Company also obtained and renewed Integrated Environmental Authorisation. The buildings and facilities built in recent years, in particular, meet the highest environmental standards. The trigeneration system became operational in 2009. In 2018, in addition to hot and cold water, it supplied 122 Gwh, or 87% of the electricity required for the Maranello plant. The remaining 13% was generated from renewable sources, such as our photovoltaic systems. Over the years, the Group has launched various initiatives to improve the energy efficiency of its production processes, such as a new gas oven for the production of the main aluminium engine components. From 2007 to 2012 Ferrari achieved a 27% reduction in the CO2 emissions of its European fleet by reducing the energy requirements of its vehicles. The group intends to continue in this direction, seeking to cut the CO2 emissions of the entire line by 15% by 2020 compared with the 2014 levels. Constant research in areas such as turbo-compressors, reduced engine size, transmission techniques, electric power assisted steering and hybrid technologies combine improved performance with increasing environmental sustainability.

• Formula Uomo: A programme designed to strengthen the culture of safety, improve the working environment and develop a community that includes 48 nationalities. To achieve this, the Maranello plant has been specifically designed to prioritise workers' wellbeing, through the use of advanced technologies that ensure proper use of natural light, containment of noise levels and optimal temperature and humidity levels. Enormous investments have also been made in structural measures and specific training on workplace safety, with important results throughout the company's various divisions. The programme for reporting near misses, i.e. events that could have resulted in an accident, is particularly effective due to the crucial level of engagement amongst workers. Ferrari employees also benefit from a wide range of training courses, in addition to programmes for physical wellbeing, such as "Formula Benessere", which focuses on their health by providing checkups. Children of employees benefit from "Benessere Junior", a programme of doctor's examinations and sports orientation, in addition to scholarships for the most deserving, and "Formula Estate Junior", a centre that organises sports and educational programmes.
• Community: community engagement and local initiatives in the Maranello and Modena area, where all vehicles are produced, are extremely important to the Group. Ferrari supports community development primarily through collaboration with local universities and secondary schools. The training of engineers, through an academic programme focused on new technologies and innovation solutions in pursuit of cutting-edge performance, is essential to taking advantage of future opportunities. This is the task assigned to the Motorvehicle University of Emilia-Romagna (MUNER), an association formed with the

universities of Modena, Reggio Emilia, Bologna, Ferrara and Parma, along with Ferrari and the other manufacturers in the region known for automotive excellence. Ferrari's ties to the local community are strengthened by its two museums in Maranello and Modena, where they keep the Ferrari spirit and its founder's story alive, drawing visitors from all over the world.

HUGO BOSS

(see the "Sustainability report" - "Investor Relations" section of the Hugo Boss website)

Hugo Boss defines sustainability as the interaction of quality, innovation and responsibility.

Hugo Boss contributes to achieving the goals published in the 2030 Agenda for Sustainable Development, to which the 193 Member States of the United Stations are signatories. The Sustainable Development Goals set priorities for contributing to global development, promoting human wellbeing and protecting the environment.

At Hugo Boss, sustainability is integrated into operating processes and is based on six areas of application: We, Environment, Employees, Partners, Products and Society. The sustainability programme created by the group sets specific targets for each area.

In recognition for the numerous initiatives implemented by Huga Boss, the company remains a member of the Dow Jones Sustainability Index World in the TEX (Textiles, Apparel and Luxury Goods) segment.

In order to reach its environmental targets, Hugo Boss adopts an environment and energy management system that is compliant with the ISO 14001 and ISO 50001 certifications. In other environmental matters, in 2018 it also became of the one hundred companies that signed the Fashion Industry Charter for Climate Action within the context of the United Nations Framework Convention on Climate Change. Tangible results were achieved in terms of (i) energy efficiency, (ii) reduced gas emissions, including through an attentive revision of the logistics process and (iii) water wastage.

The company is among the signatories of the 2020 Circular Fashion System Commitment promoted by the Global Fashion Agenda, bearing witness to the Group's commitment to sustainable development.

INTERPUMP

(see the "Consolidated Non-Financial Statements" in the Governance section of the Interpump Group's website)

The Interpump Group has decided to implement a Global Compliance Programme that establishes a management and organisational model for activities in line with international best practices in order to prevent misconduct relating to the environment, social issues, personnel, respect for human rights and the fight against active and passive corruption.

Some Group companies have adopted and implemented quality management systems certified compliant with the UNI EN ISO 90019 international standard; some plants have been certified UNI ISO/TS 16949:200910 compliant. In addition, some companies have adopted and implemented environmental management systems certified compliant with the UNI EN ISO 14001:2004 international standard – in some cases the process of updating the system has been launched to meet the new requirements of the 14001:2015 standard – in addition to safety management systems certified compliant with the ISO 45001 international standard.

In 2018 results were achieved in terms of the use of energy and water resource, atmospheric emissions and waste production.

MONCLER

(See the "Sustainability" section of the Moncler website)

The Moncler Sustainability Plan, which is designed to lead the company to more complete integration of environmental and social aspects into its way of doing business, is focused on several key priority areas:

• promotion of employee wellbeing;
• improvement of health and safety;
• promotion of responsible procurement that is respectful of the wellbeing of animals;
• reduction of environmental impacts;
• increase in customer satisfaction;
• promotion of the social and economic development of local communities.

Moncler contributes to achieving the goals published in the 2030 Agenda for Sustainable Development, to which the 193 Member States of the United Stations are signatories.

Some highlights of Moncler's 2018 sustainability results include:

• Euro 2.7 million invested in support of the community;
• 100% of down purchased certified DIST compliant;
• Health and safety certification extended to all offices and stores in Europe and the United States (OHSAS 18001);
• Environmental certification extended to the corporate offices and the logistics office in Italy (ISO 14001);
• 96% of stores with LED lights;
• 54% female management presence.

In August 2019 Moncler and 22 other luxury companies signed the Fashion Pact, which seeks to achieve tangible objectives in three areas, the climate, biodiversity and the oceans. The goals pursued by the Fashion Pact are founded on the Science-Based Target initiative, which focuses on three main approaches to safeguarding the planet: stopping global warming by creating and implementing a plan of action to eliminate greenhouse gas emissions by 2050 in order to keep global warming from now until 2100 to less than 1.5°C; restoring biodiversity by achieving the objectives indicated by the parameters set by the SBT initiative in order to re-establish natural ecosystems and protect species; protecting the oceans by reducing the negative impact of the fashion sector on the oceans through concrete initiatives, such as a gradual reduction of disposable plastic.

OVS

(See the "Sustainability" section of the OVS website)

In order to ensure that the company's social and environmental commitment has a strategic, systemic dimension, OVS has promoted the #wecare programme, inaugurating a business model with a strong focus on impact measurement. This commitment starts with a process of raising awareness amongst internal personnel through a training programme devoted to all employees and then extends to embrace all organisational processes and production decisions. The programme encompasses all company functions and is based on the scientific framework developed through years of research by The Natural Step, within the context of the B Impact Assessment paradigm. The sustainability principles identified by The Natural Step represent the foundation of the #wecare programme and lay out a tangible, comprehensible roadmap of strategic actions for contributing to the creation of a sustainable society:

• nature is not subject to an increase in the concentrations of substances extracted from the earth's crust (e.g., heavy metals and fossil fuels);
• nature is not subject to an increase in the concentrations of substances generated by human activity (e.g., waste and pesticides);
• nature is not degraded more quickly that it can be regenerated (e.g., deforestation and overbuilding);
• the satisfaction of individuals' fundamental needs is ensured by promoting health, participation, skill development, impartiality and celebration of the individual;

The initiatives promoted by #wecare concern products, the supply chain, individuals, stakeholders, stores and the use of natural resources. The main results achieved thus far relate to:

• a circular approach: OVS performs over 20,000 chemical and physical tests on its products each year in order to ensure their quality and safety;
• sustainable stores: since 2014 the number of stores open has increased by nearly 30% but CO2 emissions tied to electricity consumption at direct stores in Italy have fallen by 94%. The Corso Buenos Aires store was also the first store in Italy to be awarded the prestigious GOOD level of certification under BREEAM Refurbishment and Fit Out 2015, an international protocol that identifies the buildings in the world that meet the highest sustainability standards;
• natural resources: in 2018 2,478,145 boxes received from suppliers, representing 70% of the total, and approximately 50,000 boxes from stores, representing 2% of total parcels distributed, were reused. This made it possible to limit the number of new boxes purchased to 3,034,840, a savings of approximately 1,707 tons of paper.
• Sustainable cotton: OVS is the first company to join the Better Cotton Initiative (http://bettercotton.org/), an initiative created to promote the active improvement of the global cotton industry and radically improve its impact on the environment and the people who grow it.

OVS also promoted the educational project for children in Italian primary schools Kids Creative Lab, in which it has also involved WWF Italy. In other educational initiatives, OVS has promoted the programmes "C'è di mezzo il mare" and "BullisNO – chi bulla perde" dedicated to plastics in the oceans and bullying, respectively.

In addition, OVS was also the first Italian company to participate in the European project ECAP (European Clothing Action Plan – www.ecap.eu.com), the goal of which is to establish a more sustainable model for Europe's fashion industry. The project is promoted within the framework of the European Community's programme for the environment and climate action (LIFE).

PRYSMIAN

(See the "Sustainability" section of the Prysmian website)

The Prysmian Group is committed to environmental responsibility in its production processes, safeguarding the environment and managing relationships with the local communities in which it

operates, workplace safety and the personal growth of its people.

The sustainability report lays out the sustainability performances achieved in 2018 in the various areas. There were some noteworthy improvements in environmental data: waste recycling (66% vs. 50% in 2017); reuse of spools for transporting cables (>50% vs. >40% in 2017), exceeding the target of 40% set for 2020 in advance; product families covered by the calculation of CO2 emissions (60% vs. 5% in 2017, due to the update of the production database); and recyclable products purchased annually to support the circular economy (86% vs. >80% in 2017).

The Group also improved its performances with regard to certain key parameters in the social and human resources dimensions, and in the following areas in particular: key positions filled through internal promotions (90% vs. >80% in 2017), exceeding in advance the target of >80% set for 2020; and women in executive positions (10.8% vs. 6.4% in 2017).

Collaboration with international NGOs continued, involving projects benefiting the development of local communities through cable donations, such as the construction of photovoltaic systems in collaboration with Electriciens sans frontières in Angola to put an end to the serious situation of insufficient power supply to a hospital and in Palermo, Italy, to provide power to a building in which approximately one hundred disadvantaged residents live. In addition, it donated approximately 20,000 metres of various types of cables to the National Science and Technology Museum of Milan to run cable to the New Leonardo Galleries.

Thanks to the positive performances achieved during the year in the three areas social, environmental and business, the Group was able to confirm its presence in the main international sustainability indices and assessments, such as the Dow Jones Sustainability Index and the CDP Carbon Disclosure Project.

ROCHE BOBOIS

(see the "Non-financial reporting" page of the Roche Bobois Group's website)

In 2006 it embarked on an environmental sustainability process affecting all stakeholders in the value chain. The main initiatives implemented in the area of social responsibility are:

• 1. adoption of CARB P2 compliance, aimed at reducing and controlling formaldehyde emissions from wood-based materials; CARB certification, while mandatory in California only, has also been adopted as the reference standard by major wood and furniture multinationals, thereby effectively influencing many European manufacturers of semifinished or finished products. At present 77.1% of Roche Bobois' products are compliant with the CARB P2 rules;
• 1. preferential use, in manufacturing its products, of wood from sustainably managed forests. This decision extends in particular to products bearing the labels of the FSC (Forest Stewardship Council) or PEFC (Program for the Endorsement of Forest Certification) – the two main certification authorities in this area. In particular, the FSC is a mark of quality in ecological, environmental (conservation of forests and biodiversity), social (human rights, impact on communities and responsible supply chain) and governance terms. In addition, in its print communications, Roche Bobois prints its catalogues and brochures on PEFC certified paper. Roche Bobois has been a member of the association FSC France since 2018, and also became a member of FSC International in 2019.
• 1. development, in collaboration with the technological institute FCBA (Forêt Cellulose Boisconstruction Ameublement) of the ECO-8 programme, which permits an assessment of the degree of environmental sustainability of a product;
• 1. active, targeted monitoring of the energy consumption of its stores and warehouses; in particular, it has implemented a series of initiatives to cut consumption, such as introducing an LED lighting system, turning off store lighting at night and installing lighted displays (on/off lighting) triggered by customer movement;
• 1. in environmentally sustainable logistics, Roche Bobois has decided to use only external vehicles compliant with the Euro VI standard in order to reduce the CO2 emissions associated with transport.
• 1. Finally, Roche Bobois has been committed for many years to a voluntary approach to collecting and recycling waste, whether from new product packaging, recovered old furniture or paper used in administrative applications.

SESA

(see the "Welfare & Social Responsibility" section of Sesa's website)

Sesa pursues growth founded on the skills, motivation and dedication of the Group's personnel. Actions have been taken and investments made in strengthening the company culture and the Group's identity by celebrating diversity, competency and the spirit of integration.

The Group seeks to attract and retain the best personnel in the IT sector and to constantly improve the wellbeing and work-life balance of its employees through increasingly extensive hiring opportunities, sound professional growth processes, training plans, management and development of human capital and an advanced welfare plan that is constantly being expanded.

Sustainable growth also means contributing to the development of the social fabric and ecosystems of which the Group is a part. Each year tangible measures involving support and investment in the community have been increased in accordance with the growth process.

The Group seeks to make sustainable use of energy vectors to safeguard the environment and is committed to promoting rational resource use in its activity and searching for innovative solutions capable of ensuring constant energy savings. It seeks to apply environmentally friendly technologies and to engage employees and suppliers in this process.

TALENT GARDEN

The core business of Talent Garden S.p.A. is connected to the achievement of several of the Sustainable Development Goals ("SDGs") agreed upon by the United Nations in 2015, also known as the 2030 Agenda.

In particular, the company – through co-working services, education and organisation of events focusing on companies, individuals and professionals involved in technological innovation at the European level – contributes to the achievement of the following goals:

▪ high-quality education: the company promotes high-quality, inclusive education by offering short vertical training courses on technology targeting both young people ages 18 to 29 and companies with regard to upskilling and reskilling processes;

• gender parity: the company is working towards this goal, and has already achieved significant results, considering that 58% of its workforce is composed of women and that they fill 47% of leadership positions;
• dignified work and economic growth: Talent Garden's mission is promoting robust, inclusive and sustainable economic growth, including among the community of companies and professionals that make up its network;
• industry, innovation and infrastructure: Talent Garden focuses on start-ups and companies with a high degree of technological innovation, promoting constant interaction within its community, including by developing technological tools that foster dialogue between the various stakeholders;
• sustainable cities and communities: the company has opened campuses in Europe in areas subject to "gentrification", contributing to the economic development of the neighbourhoods in which it is based through the strong technological community that develops within them.

WELCOME ITALIA

The company has adopted a Code of Conduct that lays out the Group's responsibilities towards its stakeholders. These rules apply broadly to all work contexts and may be broken down as follows: work (equal opportunity, harassment and abuse, diversity and inclusion, drugs and alcohol and working environment), company assets (intellectual property rights, brands and company equipment); privacy, confidentiality, accounting integrity, conflicts of interest, security and the environment;

EVENTS AFTER DECEMBER 31, 2019

Obviously, the global Covid-19 outbreak has been the most significant event by far after December 31. As is common knowledge, the consequences in Italy have been much more severe than in many other countries. It is as unforeseeable as it is insidious and it creates an extremely high level of uncertainty regarding the future of the global economy at a time when growth was already slowing. TIP reacted immediately, empowering its employees by cancelling all in-person meeting and severely limiting access to offices. It is also in constant contact and discussion with the senior executives of its investees to monitor the consequences of the epidemic on the various companies.

At the level of current operations, the funds raised through the bond were primarily invested in government bonds and securities in euro and dollars, in addition to several million euros in short ETFs; purchases of Prysmian, OVS and FCA shares continued. On March 9, the Prysmian shares held directly by TIP were sold to the subsidiary Clubtre, with - as counterpart - a shareholder loan. For information regarding treasury shares, see above.

OUTLOOK

A very complicated year awaits us in 2020. The economic consequences of the expansion of the virus are completely unpredictable. As a result, all analysis, aside from seeking to protect employees and company health as fully as possible, should be suspended.

TIP has three great strengths to bring to bear on this period:

1. its portfolio of equity investments is objectively composed of leading global, European and Italian firms, and thus as in other crises positioning will be fundamental and the effects at both the strategic and operational level should be more limited than for weaker companies;

2. 1. the level of debt of all companies in which TIP has invested, directly or indirectly, is quite limited, and this characteristic has also historically been very important to limiting the damage caused by periods of crisis of all kinds;
3. 1. TIP has never had so much immediately available cash. It can draw on the proceeds of the bond of Euro 300 million issued in December and the funds of its investee Asset Italia, which until now has invested approximately one-half of the Euro 550 million available to it, even without regard to the existing lines of credit and equity interests considered temporary.

At a time like that which lies ahead, the above three factors will be very important to supporting and developing the business. Given the nature of the activities of TIP, as always it is not easy to forecast the performance for the current year. Results will depend a great deal on market dynamics, the length of the ongoing paralysis in Italy and other countries, and also in part on the opportunities that present themselves in the future. The 2020 budgets of investees and potential target companies are all still suspended indefinitely, and this is even more so in the case of long-term plans. Accordingly, it would be rash, to say the least, to imagine scenarios or formulate specific plans. Certainly, it is not our way.

RESEARCH AND DEVELOPMENT

During the year, the Company did not carry out any research and development activity.

PRINCIPAL RISKS AND UNCERTAINTIES

In relation to the principal Group risks and uncertainties, reference should be made to Note 32 of the consolidated financial statements.

TREASURY SHARES

The treasury shares in portfolio at December 31, 2019 totalled 9,756,510, equal to 5.672% of the share capital. At March 11, 2020, treasury shares in portfolio totalled 11,511,055, equal to 6.692% of the share capital.

MOTION FOR ALLOCATION OF THE RESULT FOR THE YEAR OF TAMBURI INVESTMENT PARTNERS S.P.A.

Dear Shareholders,

we invite you to approve the 2019 statutory financial statements of Tamburi Investment Partners S.p.A., as presented. Following the adoption of IFRS 9, the financial statements present a profit of Euro 4,397,455, that does not reflect the income and capital gains of over Euro 37.5 million, which did not pass through the income statement, but were transferred directly through equity to retained earnings. Considering the foregoing and that the retained earnings reserve in the separate financial statements amounts to over Euro 186 million, we propose that the profit for the year be allocated and that part of the retained earnings reserve be used as follows: net profit:

- to the legal reserve	Euro	786,351
- to retained earnings	Euro	3,611,104
from the retained earnings reserve
- to ordinary shares, a gross dividend of Euro 0.09
per share for a total of (*)		Euro 14,444,251.11

(*) Net of the 11,511,055 treasury shares held by the Company or any other shares held by the Company at the dividend coupon date, recording the amount necessary in the share premium reserve.

On behalf of the Board of Directors The Chairman Giovanni Tamburi

Milan, March 11, 2020

(in Euro)	2019	of which related parties	2018	of which related parties	Note
Revenue from sales and services	6,783,583	3,324,698	9,986,371	6,535,119	4
Other revenue	212,700		1,049,637
Total revenue	6,996,283		11,036,008
Purchases, service and other costs	(3,055,205)	104,924	(2,979,278)	158,600	5
Personnel expense	(20,267,359)		(18,385,432)		6
Other income	3,429,524		0		2
Amortisation, depreciation & write-downs	(356,399)	(58,739)
Operating loss	(13,253,156)		(10,387,441)
Financial income	26,250,247		19,419,199		7
Financial charges	(12,927,381)		(7,802,272)		7
Profit before adjustments to investments	69,710		1,229,486
Share of profit of associated companies measured
under the equity method	30,708,637		29,214,745		8
Profit before taxes	30,778,347		30,444,231
Current and deferred taxes	2,049,209		(609,186)		9
Profit	32,827,556		29,835,045
Profit attributable to the shareholders of the
parent	30,985,586		27,004,846
Profit attributable to minority interests	1,841,970		2,830,199
Basic earnings per share	0.19		0.17		24
Diluted earnings per share	0.19		0.17		24
Number of shares in circulation	162,246,224		158,482,489

Consolidated income statement Tamburi Investment Partners Group (1)

(1) The 2019 income statement (as well as the ones at 31 December 2018) has been prepared in accordance with IFRS 9 and therefore does not include the income and direct capital gains in the period on the sale of equity investments of Euro 47.1 million, and regarding associated companies, of Euro 33.6 million, in addition to write-downs of Euro 13 million. The Directors' Report (page 4) presents the pro-forma income statement at like-for-like accounting standards related to financial assets and liabilities (IAS 39) adopted at December 31, 2017, reporting a profit of approximately Euro 99.3 million.

Consolidated comprehensive income statement Tamburi Investment Partners Group

(in Euro)	2019	2018	Note
Profit	32,827,556	29,835,045	24
Other comprehensive income items
Income through P&L
Increase/(decrease) in associated companies measured
under the equity method	777,480	628,635	13
Unrealised profit	786,921	638,100
Tax effect	(9,441)	(9,465)
Increases/decreases in the value of current financial
assets measured at FVOCI	1,626,529	(2,145,462)	19
Unrealised profit/(loss)	1,733,312	(2,310,840)
Tax effect	(106,784)	165,378
Income/(loss) not through P&L
Increase/decrease investments measured at FVOCI	174,933,857	31,106,546	12
Profit	177,038,820	31,927,470
Tax effect	(2,104,963)	(820,924)
Increase/(decrease) in associated companies measured
under the equity method	4,343,716	(21,487,444)	13
Profit/(loss)	4,396,621	(21,748,424)
Tax effect	(52,905)	260,980
Other components	(15,158)	(14,459)
Total other comprehensive income items	181,666,424	8,087,816
Total comprehensive income	214,493,981	37,922,860
Total income attributable to the shareholders of the parent	203,216,055	17,543,424
Total income attributable to minority interests	11,277,925	20,379,436

Consolidated statement of financial position Tamburi Investment Partners Group

		of which		of which
(in Euro)	Dec. 31, 2019	related parties	Dec. 31, 2018	related parties	Note
Non-current assets
Property, plant and equipment	113,616		96,676		10
Rights-of-use	2,896,989		0		2
Goodwill	9,806,574		9,806,574		11
Other intangible assets	26,906		125		11
Investments measured at FVOCI	686,906,500		377,632,277		12
Associated companies measured under the
equity method	511,452,686		404,814,751		13
Financial receivables measured at amortised cost	7,503,330		6,866,167		14
Financial assets measured at FVTPL	3,217,817		20,395,297		15
Tax assets	608,269		426,449		21
Total non-current assets	1,222,532,687		820,038,316
Current assets
Trade receivables	779,999	559,044	4,916,106	4,541,318	16
Current financial receivables measured at
amortised cost	556,513	540,862	9,519,333	9,519,333	17
Derivative instruments	923,063		9,000		18
Current financial assets measured at FVOCI	96,688,111		45,227,977		19
Cash and cash equivalents	171,948,302		1,812,728		20
Tax assets	966,458		567,819		21
Other current assets	246,181		352,346
Total current assets	272,108,627		62,405,309
Total assets	1,494,641,314		882,443,625
Equity
Share capital	89,441,422		85,509,667		23
Reserves	395,172,971		288,641,136		24
Retained earnings	310,536,546		231,264,083		24
Result attributable to the shareholders of the
parent	30,985,586		27,004,846		25
Total equity attributable to the shareholders
of the parent	826,136,525		632,419,732
Equity attributable to minority interests	76,341,604		33,932,034
Total Equity	902,478,129		666,351,766
Non-current liabilities
Post-employment benefits	342,039		306,489		26
Derivative instruments	3,709,973		0		27
Financial liabilities for leasing	2,627,341		0		2
Financial payables	351,718,955		99,555,086		28
Deferred tax liabilities	1,570,707		676,633		22
Total non-current liabilities	359,969,015		100,538,208
Current liabilities
Trade payables	756,545	31,094.	604,462	70,900
Current financial liabilities for leasing	269,648		0
Current financial liabilities	211,420,916		97,538,156		29
Tax liabilities	73,516		579,175		30
Other liabilities	19,673,545		16,831,858		31
Total current liabilities	232,194,170		115,553,651
Total liabilities	592,163,185		216,091,859
Total equity & liabilities	1,494,641,314		882,443,625

Statement of changes in Consolidated Equity

(in Euro)

	Share	Share	Legal		Revaluation FVOCI reserve FVOCI reserve		Treasury	Other		IFRS Merger	Retained	Result		Equity Net Equity	Result	Equity
	Capital	premium	reserve		reserve without reversal	with reversal	shares	reserves		reserve surplus		earnings for the period shareholders minorities for period
		reserve			AFS Financial to profit and loss to profit and loss		reserve		business			shareholders	of parent		minorities
				assets					combination			of parent
At January 1, 2018 consolidated			83,231,972 158,078,940 15,371,147	208,829,278								(11,991,347) (210,415) (483,655) 5,060,152 98,456,635 71,765,289 628,107,996 19,061,939 321,659 647,491,594
Adjustments for IFRS 9 adoption					(208,829,278) 208,308,181	521,097					17,800		17,800			17,800
Equity adjusted after IFRS 9 adoption			83,231,972 158,078,940 15,371,147		0 208,308,181		521,097 (11,991,347) (210,415) (483,655) 5,060,152 98,474,435 71,765,289 628,125,796 19,061,939 321,659 647,509,394
Change in fair value of investments
measured at FVOCI					13,638,100									13,638,100 17,468,446		31,106,546
Change in associated companies measured under the equity method					(21,487,444)	547,843							(20,939,601)	80,791		(20,858,810)
Change in fair value of current financial assets measured at FVOCI						(2,145,462)							(2,145,462)			(2,145,462)
Employee benefits								(14,459)					(14,459)			(14,459)
Total other comprehensive income items					(7,849,344)	(1,597,619)		(14,459)						(9,461,422) 17,549,237		8,087,815
Profit/(loss) 2018													27,004,846 27,004,846			2,830,199 29,835,045
Total comprehensive income					(7,849,344)	(1,597,619)		(14,459)								27,004,846 17,543,424 17,549,237 2,830,199 37,922,860
Reversal of Fv reserve due to capital gain realised					(73,255,578)						73,255,578		0			0
Change in reserves of associated companies measure under equity method								(3,064,753)					(3,064,753)			(3,064,753)
Dividends distribution											(10,955,972)		(10,955,972) (5,831,000)			(16,786,972)
Warrant exercise		2,277,695 17,652,137											19,929,832			19,929,832
Allocation profit 2017			1,275,247									70,490,042 (71,765,289)		0 321,659 (321,659)		0
Acquisition of treasury shares							(19,187,485)						(19,187,485)			(19,187,485)
Sale of treasury shares		(14,574)						67,801 (24,337)					28,890			28,890
At December 31, 2018 consolidated			85,509,667 175,716,503 16,646,394		0 127,203,259		(1,076,522) (31,111,031) (3,313,964) (483,655) 5,060,152 231,264,083 27,004,846 632,419,732 31,101,835 2,830,199 666,351,766

	Share	Share	Legal		Revaluation FVOCI reserve FVOCI reserve		Treasury	Other		IFRS Merger Retained	Result		Equity Net Equity	Result	Equity
	Capital	premium	reserve		reserve without reversal	with reversal	shares	reserves		reserve surplus	earnings for the period shareholders minorities for period
		reserve			AFS Financial to profit and loss to profit and loss		reserve		business		shareholders	of parent		minorities
				assets					combination		of parent
At January 1, 2019 consolidated		85,509,667 175,716,503 16,646,394			0 127,203,259					(1,076,522) (31,111,031) (3,313,964) (483,655) 5,060,152 231,264,083 27,004,846 632,419,732 31,101,835 2,830,199 666,351,766
Change in fair value of investments
measured at FVOCI					165,590,501							165,590,501 9,343,356			174,933,857
Change in associated companies measured under the equity method					4,343,716	684,881						5,028,597	92,599		5,121,196
Change in fair value of current financial assets measured at FVOCI						1,626,529						1,626,529			1,626,529
Employee benefits								(15,158)				(15,158)			(15,158)
Total other comprehensive income items					169,934,217	2,311,410		(15,158)				172,230,469 9,435,955			181,666,424
Profit/(loss) 2019												30,985,586 30,985,586			1,841,970 32,827,556
Total comprehensive income					169,934,217	2,311,410		(15,158)				30,985,586 203,216,055 9,435,955 1,841,970 214,493,980
Change in consolidation area													0 32,081,263		32,081,263
Reversal of Fv reserve due to capital gain realised					(70,922,623)					70,922,623		0			0
Change in reserves of associated companies measure under equity method								(297,650)					(297,650) (459,618)		(757,269)
Change in oher reserves								(4)				(4)			(4)
Dividends distribution										(11,072,967)		(11,072,967) (490,000)			(11,562,967)
Warrant exercise		3,931,755 33,873,580										37,805,335			37,805,335
Allocation profit 2018			455,539								26,549,307 (27,004,846)		0 2,830,199 (2,830,199)		0
Stock Option exercise								(4,219,050)		(7,126,500)		(11,345,550)			(11,345,550)
Allocation of Units related to performance shares								212,706				212,706			212,706
Acquisition of treasury shares							(25,489,792)					(25,489,792)			(25,489,792)
Sale of treasury shares		(733,571)						2,057,893 (635,662)				688,660			688,660
At December 31, 2019 consolidated		89,441,422 208,856,512 17,101,933			0 226,214,853					1,234,888 (54,542,930) (8,268,782) (483,655) 5,060,152 310,536,546 30,985,586 826,136,525 74,499,634 1,841,970 902,478,129

Consolidated Statement of Cash Flows Tamburi Investment Partners Group

	euro thousands	Dec. 31, 2019	Dec. 31, 2018
A.-	OPENING NET CASH AND CASH EQUIVALENTS	(58,094)	(16,483)
B.-	CASH FLOW FROM OPERATING ACTIVITIES
	Profit	32,828	29,835
	Amortisation & Depreciation	61	29
	Share of loss of associated companies measured under the equity method Financial income and charges and reversal of other income on	(30,709)	(29,215)
	Clubtre transaction	(1,598)	0
	Changes in "employee benefits"	20	(1)
	Changes for performance shares	214	0
	Interest on loans and bonds	6,901	5,899
	Change in deferred tax assets and liabilities	(2,035)	(38)
		5,682	6,510
	Decrease/(increase) in trade receivables	4,136	(4,202)
	Decrease/(increase) in other current assets	106	(87)
	Decrease/(increase) in tax receivables Decrease/(increase) in financial receivables, financial assets	(350)	(256)
	FVTPL & derivative instruments	14,482	29
	Decrease/(increase) in other current asset securities	(49,727)	(9,152)
	(Decrease)/increase in trade payables	112	193
	(Decrease)/increase in financial payables	367	(5,740)
	(Decrease)/increase in tax payables	(506)	248
	(Decrease)/increase in other current liabilities	2,831	3,015
	Cash flow from operating activities	(22,867)	(9,444)
C.-	CASH FLOW FROM
	INVESTMENTS IN FIXED ASSETS
	Intangible and tangible assets
	Investments / divestments	(105)	29
	Financial assets
	Investments	(156,479)	(113,867)
	Disposals	101,483	108,921
	Cash flow from investing activities	(55,101)	(4,917)

(*) The investment in Clubtre is reported net of the cash held by Clubtre at the acquisition date amounting to Euro 10,868 thousand

euro thousands	Dec. 31, 2019	Dec. 31, 2018
D.- CASH FLOW FROM
FINANCING
Loans
New loans	349,667	0
Repayment of loans	(34,338)	(5,000)
Interest paid on loans and bonds	(5,877)	(6,233)
Share capital
Share capital increase and capital contributions on account	37,805	19,930
Payment of dividends	(11,563)	(16,787)
Changes from purchase/sale of treasury shares	(25,490)	(19,159)
Exercise SOP	(10,657)	0
Cash flow from financing activities	299,548	(27,249)
E.- NET CASH FLOW FOR THE YEAR	221,580	(41,611)
F. CLOSING CASH AND CASH EQUIVALENTS	163,485	(58,094)
The breakdown of the net available liquidity was as follows:
Cash and cash equivalents	171,948	1,813
Bank payables due within one year	(8,463)	(59,907)
Closing cash and cash equivalents	163,485	(58,094)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2019

(1) Group activities

The TIP Group is an independent investment/merchant bank focused on Italian medium-sized companies, with a particular involvement in:

• 1. investments: as an active shareholder in companies (listed and non-listed) capable of achieving "excellence" in their relative fields of expertise and, with regards to the StarTIP project, in start-ups and innovative companies;
• 1. advisory: in corporate finance operations, in particular acquisitions and sales through the division Tamburi & Associati (T&A).

(2) Accounting standards

The parent company TIP was incorporated in Italy as a limited liability company and with registered office in Italy.

The company was listed in November 2005 and on December 20, 2010 Borsa Italiana S.p.A. assigned the STAR classification to TIP ordinary shares.

These consolidated financial statements at December 31, 2019 were approved by the Board of Directors on March 11, 2020, who authorised their publication.

The consolidated financial statements at December 31, 2019 were prepared in accordance with the going-concern concept and in accordance with International Financial Reporting Standards and International Accounting Standards (hereafter "IFRS", "IAS" or international accounting standards) issued by the International Accounting Standards Boards (IASB) and the relative interpretations of the International Financial Reporting Interpretations Committee (IFRIC), and adopted by the European Commission with Regulation No. 1725/2003 and subsequent modifications, in accordance with Regulation No. 1606/2002 of the European Parliament.

The consolidated financial statements in accordance with IAS1 are comprised of the income statement, the comprehensive income statement, the statement of financial position, the statement of changes in equity, the statement of cash flow and the explanatory notes, together with the Directors' Report. The financial statements were prepared in units of Euro, without decimal amounts.

The accounting policies and methods utilised for the preparation of these consolidated financial statements have changed from those utilised for the preparation of the consolidated financial statements for the year ended December 31, 2018, mainly due to application from January 1, 2019 of IFRS 16, as outlined in detail in the paragraph "new accounting standards".

The income statement, the statement of comprehensive income and the statement of cash flows for the year 2018 and the statement of financial position at December 31, 2018 were utilised for comparative purposes.

During the year, no special circumstances arose requiring recourse to the exceptions allowed under IAS 1.

The preparation of the consolidated financial statements at December 31, 2019 requires the formulation of valuations, estimates and assumptions which impact the application of the accounting principles and the amounts of the assets, liabilities, costs and revenues recorded in the financial statements. These estimates and relative assumptions are based on historical experience and other factors considered reasonable. However, it should be noted as these refer to estimates, the results obtained will not necessarily be the same as those represented. The estimates are used to value the provisions for risks on receivables, measurement at fair value of financial instruments, impairment tests, employee benefits and income taxes.

New accounting standards

New accounting standards, amendments and interpretations applicable for periods beginning January 1, 2019

• IFRS 16 "Leases": the standard replaces IAS 17, with the principal new issue concerning the obligation of the company to recognise in the statement of financial position all rental contracts as assets and liabilities, taking account of the substance of the operation and the contract.
• In June 2017, the IASB issued amendments to the interpretation IFRIC 23 relating to considerations on uncertainties on the treatment of income taxes. The document has the objective to provide clarifications on how to apply the recognition and measurement criteria within IAS 12 in the case of uncertainty on the treatment for the determination of income taxes.
• In October 2017, the IASB issued the Amendment to IFRS 9 concerning some issues on the application and classification of IFRS 9 "Financial instruments" in relation to certain financial assets with the possibility of advance repayment. In addition, IASB clarified some aspects on the accounting of financial liabilities following some amendments.
• In October 2017, the IASB issued the Amendment to IAS 28 which clarifies the application of IFRS 9 for long-term interests in subsidiaries or joint ventures included in investments in these entities for which the equity method is not applied.
• In December 2017, the IASB published a series of annual amendments to IFRS 2015–2017 applicable from January 1, 2019. The amendments concern: IFRS 3 – Business Combinations, concerning the accounting treatment of the share previously held in the joint operation after obtaining control; IFRS 11 – Joint Arrangements, concerning the accounting treatment of the share previously held in the joint operation after obtaining control; IAS 12 – Income Tax, concerning the classification of tax effects related to the payment of dividends and
  • IAS 23 Borrowing costs, concerning financial charges admissible for capitalisation.
• In February 2018, the IASB issued an amendment to IAS 19 which sets out how to calculate pension expenses in the case of a change, reduction or settlement of an existing defined benefits plan. In particular, the document requires the use of updated actuarial assumptions

in calculating the cost for the provision of current labour and the net financial expenses for the period subsequent to the event.

The application of the amendments to the existing accounting standards reported above do not have a significant impact on the Group consolidated financial statements. The IFRS 16 impacts are outlined below.

Adoption of the new accounting standard IFRS 16

As illustrated previously, the TIP Group adopted IFRS 16 for the preparation of the financial statements for periods which commence from January 1, 2019 and thereafter. This resulted in a change in the accounting policies and criteria used from those applied for the preparation of the financial statements at December 31, 2018.

In accordance with that required for the transition to IFRS 16, the company adopted the modified retrospective approach which does not require the reclassification of the comparative period. It also adopted the option to recognise usage right assets at a value equal to the initial recognition value of liabilities for leasing, calculated as the present value of the relative future payments discounted at the marginal debt rate. Therefore, the 2018 comparative figures have not been adjusted and there were no impacts on the January 1, 2019 shareholders' equity.

The adoption of IFRS 16 from January 1, 2019 had a slight impact on the consolidated financial statements, with the recognition at January 1, 2019 of right-of-use assets and liabilities for leasing of Euro 1,471,407, while in the year lease charges for the period were not recognised to the income statement, of Euro 318,463, while the amortisation of the usage value of leasing contracts was recognised for Euro 295,665, in addition to the financial charges relating to the liabilities for leasing of Euro 22,071. The account increased in the year following the signing of lease contract extensions.

Euro	Right-of-use
Value at January 1, 2019	1,471,407
Increases	1,721,247
Decreases	0
Decrease depreciation provision	0
Amortisation & Depreciation	(295,665)
Net value at December 31, 2019	2,896,989

Following the adoption of IFRS 16, financial liabilities were also recognised at January 1, 2019 of Euro 1,471,407. The account increased in the year, net of payments made and interest matured, following the signing of lease contract extensions.

New standards, amendments to existing standards and interpretations applicable for periods subsequent to January 1, 2019 and not yet adopted by the Group

• Amendments to IFRS 10 and IAS 28: the amendments introduced better define the accounting treatment of gains or losses from transactions with joint ventures or associated companies measured at equity. At the date of these consolidated financial statements, the date from which the new provisions will apply has not been postponed indefinitely.
• On May 18, 2017, the IASB published IFRS 17 Insurance Contracts. The standard has the objective to improve investors' understanding of the exposure to risk, earnings and the

financial position of insurers. This standard will be adopted from January 1, 2021, except for any deferments following endorsement of the standard by the European Union, not yet implemented at the present consolidated reporting date. Advance application of this standard is permitted.

• In March 2018, the IASB published the reviewed version of the Conceptual Framework for Financial Reporting ("Conceptual Framework"). Simultaneously, it published a document updating the references in IFRS to the previous Conceptual Framework. The new references will be effective from the preparation of the financial statements for periods beginning January 1, 2020, except for any deferments following endorsement of the document by the European Union, not yet implemented at the present consolidated reporting date.
• Amendment to IFRS 3 "Business Combinations". On October 22, 2018, the IASB published this amendment to aid in determining whether a transaction is an acquisition or a business or of a group of assets that does not meet the definition of a business provided in IFRS 3. The amendments will be applied from January 1, 2020, except for any deferments following endorsement of the document by the European Union, not yet implemented at the date of these consolidated financial statements. Advance application of this standard is permitted.
• Amendments to IAS 1 and IAS 8 "Definition of Material". On October 31, 2018, the IASB published this amendment to clarify the definition of "material" in order to aid companies in assessing whether information is to be included in the financial statements. The amendments will be applied from January 1, 2020, except for any deferments following endorsement of the document by the European Union, not yet implemented at the date of these consolidated financial statements. Early application is however permitted.
• Amendments to IFRS 9, IAS 39 and IFRS 7: Interest Rate Benchmark Reform. On September 26, 2019, the IASB published these amendments with the objective of providing useful financial information to companies during the period of uncertainty arising from the phasing out of interest rate parameters such as interbank offered rates (IBORs); they amend some specific hedge accounting requirements to mitigate potential effects arising from the uncertainty caused by the IBOR reform. In addition, the amendments require companies to provide additional information to investors about their hedging relationships that are directly affected by these uncertainties. The amendments will be applied from January 1, 2020, except for any deferments following endorsement of the document by the European Union, not yet implemented at the date of these consolidated financial statements. Early application is however permitted.

On the basis of the analyses conducted, significant effects are not expected from the introduction of the standard on the Group's consolidated financial statements.

Consolidation principles and basis of consolidation

Consolidation scope

The consolidation scope includes the parent TIP - Tamburi Investment Partners S.p.A. and the companies over which it exercises direct or indirect control. An investor controls an entity in which an investment has been made when exposed to variable income streams or when possessing rights to such income streams based on the relationship with the entity, and at the same time has the

capacity to affect such income steams through the exercise of its power. Subsidiaries are consolidated from the date control is effectively transferred to the Group, and cease to be consolidated from the date control is transferred outside the Group.

At December 31, 2019, the consolidation scope included the companies Clubdue S.r.l., Clubtre S.p.A., StarTIP S.r.l. and TXR S.r.l..

	Registered		Number of	Number of shares
Company	Office	Share capital	shares	held	% held
Clubdue S.r.l.	Milan	10,000	10,000	10,000	100%
Clubtre S.p.A. (1)	Milan	120,000	120,000	45,207	37.67%
StarTIP S.r.l.	Milan	50,000	50,000	50,000	100%
TXR S.r.l.	Milan	100,000	100,000	51,000	51.00%

The details of the subsidiaries were as follows:

(1) Clubtre holds 51,738 treasury shares and consequently the fully diluted holding is 66.23%.

The company Clubtre S.p.A. entered the consolidation scope following the acquisition in July, with an additional investment of Euro 21.2 million (of which 2,822,292 to sub-enter shareholder loans), of a further stake of 13.05% in the company, adding to the existing stake of 24.62%. Following this transaction, TIP therefore holds 37.67% of Clubtre's shares, representing 66.23% of the shares which may exercise voting rights at Clubtre, net of the treasury shares. The obtaining of control of Clubtre and the consequent transfer of the company from an associated company measured under the equity method to a subsidiary subject to line-by-line consolidation resulted in the recognition of the share of the "OIC reserve without reversal" concerning the investment until the transfer date similarly to as would have occurred on the divestment of the holding. Having attained control, the TIP share of the increased cumulative fair value of the investee with regards to its investment in Prysmian, equal to approximately Euro 17.8 million, recognised to the FV reserve was reversed to other equity reserves according to IFRS 9. This transaction also resulted in the recognition to the income statement of income equal to the differential, of approximately Euro 3.4 million, between the value of the holding acquired, calculated on the basis of the market price of the Prysmian shares held at the transaction date, and the acquisition cost.

The assets and liabilities assumed in the consolidated financial statements as a result of the transaction are as follows.

Euro
A	Investments measured at FVOCI (Prysmian)	196,106,739
B	Cash and cash equivalents	10,868,078
C	Other current assets	230,500
D	Total assets (A+B+C)	207,205,317
E	Financial payables	(99,069,197)
F	Shareholder loans	(12,300,000)
G	Deferred taxes	(664,767)
H	Current liabilities	(183,307)
G	Total assets and liabilities assumed (D+E+F+G+H)	94,988,046

The acquisition of control generated badwill calculated as follows:

F	Badwill (D+E)	3,429,524
E	Total assets and liabilities assumed	(94,988,046)
D	Total (A+B+C)	91,558,522
C	Value attributable to minority holding	32,081,263
B	Fair value of the share of investments already held	41,110,826
A	Consideration for additional investments	18,366,433

Consolidation procedures

The consolidation of the subsidiaries is made on the basis of the respective financial statements of the subsidiaries, adjusted where necessary to ensure uniform accounting policies with the Parent Company.

All inter-company balances and transactions, including any unrealised gains deriving from transactions between Group companies are fully eliminated. Unrealised losses are eliminated except when they represent a permanent impairment in value.

Accounting policies

The most significant accounting policies adopted in the preparation of the consolidated financial statements at December 31, 2019 are disclosed below.

PROPERTY, PLANT AND EQUIPMENT

Property, plant & equipment are recognised at historical cost, including directly allocated accessory costs and those necessary for bringing the asset to the condition for which it was acquired. If major components of such tangible assets have different useful lives, such components are accounted for separately.

Tangible assets are presented net of accumulated depreciation and any losses in value, calculated as described below.

Depreciation is calculated on a straight-line basis according to the estimated useful life of the asset; useful life is reviewed annually. Any changes, where necessary, are recorded in accordance with future estimates; the main depreciation rates used are the following:

-	furniture & fittings	12%
-	equipment & plant	15%
-	EDP	20%
-	mobile telephones	20%
-	equipment	15%
-	Automobiles	25%

The book value of tangible assets is tested to ascertain possible losses in value if events or circumstances indicate that the book value cannot be recovered. If there is an indication of this type and in the case where the carrying value exceeds the realisable value, the assets must be written down to their realisable value. The realisable value of the property, plant and equipment is the

higher between the net sales price and the value in use. In defining the value of use, the expected future cash flows are discounted using a pre-tax discount rate that reflects the current market assessment of the time value of money and the specific risks of the activity. Losses in value are charged to the income statement under amortisation, depreciation and write-down costs. Such losses are restated when the reasons for their write-down no longer exist.

At the moment of the sale, or when there are no expected future economic benefits from the use of an asset, this is eliminated from the financial statements and any loss or gain (calculated as the difference between the disposal value and the book value) is recorded in the income statement in the year of the above-mentioned elimination.

GOODWILL

Business combinations are recorded using the purchase method. Goodwill represents the surplus of acquisition cost compared to the purchaser's share of the identifiable net fair value of the assets and liabilities acquired, current and potential. After initial recognition, goodwill is reduced by any accumulated losses in value, calculated with the methods described below.

Goodwill deriving from acquisitions prior to January 1, 2004 are recorded at replacement cost, equal to the value recorded in the last financial statements prepared in accordance with the previous accounting standards (December 31, 2003). In the preparation of the opening financial statements in accordance with international accounting standards the acquisitions before January 1, 2004 were not reconsidered.

Goodwill is subject to a recoverability analysis conducted annually or at shorter intervals in case of events or changes that could result in possible losses in value. Any goodwill emerging at the acquisition date is allocated to each cash-generating unit which is expected to benefit from the synergies of the acquisition. Any loss in value is identified by means of valuations based on the ability of each cash-generating unit to produce cash flows for purposes of recovering the part of goodwill allocated to it; these valuations are conducted with the methods described in the section

referring to tangible assets. If the recoverable value of the cash-generating unit is less than the attributed book value, the loss in value is recorded.

This loss is not restated if the reasons for the loss no longer exist.

OTHER INTANIGIBLE ASSETS

Other intangible assets are recorded at cost, in accordance with the procedures indicated for tangible fixed assets.

The intangible assets with definite useful lives are recognised net of the relative accumulated amortisation and any permanent impairment in value, determined in the same manner as that for tangible assets.

Useful life is reviewed annually and any changes required are applied prospectively.

The gains and losses deriving from the disposal of intangible assets are determined as the difference between the value of disposal and the carrying value of the asset and are recorded in the income statement at the moment of the disposal.

LEASING

A leasing contract assigns to an entity the right to use an asset for a set period of time in exchange for consideration. For the lessee, at accounting level there is no distinction between finance and operating leases, with both applying a common accounting model to record leases. According to this model, the company recognises to its balance sheet an asset, representing the relative right-ofuse, and a liability, representing the obligation to make contractually agreed payments, for all leases with a duration of greater than twelve months whose value is not considered insignificant, while in the income statement recording depreciation of the asset recognised and separately the interest on the payable recorded.

ASSOCIATED COMPANIES MEASURED UNDER THE EQUITY METHOD

Associated companies are companies in which the Group exercises a significant influence on the financial and operating policies, although not having control. Significant influence is presumed when between 20% and 50% of voting rights is held in another entity.

Investments in associated companies are measured under the equity method and initially recorded at cost. The investments include the goodwill identified on acquisition, less any cumulative loss in value. The consolidated financial statements include the share of profits and losses of the investees measured under the equity method, net of any adjustments necessary to align accounting principles and eliminate intercompany margins not realised, on the date in which significant influence commences or the joint control until the date such influence or control ceases. The adjustments necessary for the elimination of intercompany margins not realised are recorded in the account "share of profits/loss of investments under equity". When the share of the loss of an investment measured under the equity method exceeds the book value of the investee, the investment is written-down and the share of the further losses are not recorded except in the cases where there is a legal or implied contractual obligation or where payments were made on behalf of the investee.

INVESTMENTS MEASURED AT FVOCI

For the investments in equity, comprising generally investments with shareholdings below 20% which are not held for trading, according to the option under IFRS 9, they are recognised recording the changes in the fair value through Other Comprehensive Income (FVOCI) and therefore with counter-entry to an equity reserve. The FVOCI accounting of the investments in equity provides for, on sale, the reversal from the fair value reserve matured directly to other equity reserves. The dividends received from the investments are therefore recognised through profit or loss.

The fair value is identified in the case of listed investments with the stock exchange price at the balance sheet date and in the case of investments in non-listed companies utilising valuation techniques. These valuation techniques include the comparison with the values taken from similar recent operations and other valuation techniques which are substantially based on the analysis of the capacity of the investee to produce future cash flows, discounted to reflect the time value of money and the specific risks of the activities undertaken.

The investments in equity instruments which do not have a listed price on a regulated market and whose fair value cannot be reasonably valued, are measured at cost, reduced by any loss in value.

The choice between the above-mentioned methods is not optional, as these must be applied in hierarchal order: absolute priority is given to official prices available on active markets (effective market quotes – level 1) or for assets and liabilities measured based on valuation techniques which take into account observable market parameters (comparable approaches – level 2) and the lowest priority to assets and liability whose fair value is calculated based on valuation techniques which take as reference non-observable parameters on the market and therefore more discretional (market model – level 3).

FINANCIAL RECEIVABLES MEASURED AT AMORTISED COST

These concern financial assets acquired by the company with the intention of maintaining them until maturity in order to receive the relative interest, and any sales are incidental events. These financial assets are valued at amortised cost.

FINANCIAL ASSETS MEASURED AT FVTPL

The financial assets, generally convertible loans, which generate cash flows which provide for the allocation of shares and/or include implied derivatives relating to the conversion clauses, are measured at fair value with the relative changes recognised to the income statement.

DERIVATIVE INSTRUMENTS

The derivative instruments not embedded in other financial instruments are measured at fair value through profit or loss.

CURRENT FINANCIAL ASSETS MEASURED AT FVOCI

The current financial assets valued at FVOCI are non-derivative financial assets comprising investments in bond securities which constitute temporary liquidity investments realised in accordance with the business model which provides for the receipt of the relative cash flows and the sale of the bonds on an opportunistic basis. The cash flows from these financial instruments comprise solely principal and interest.

They are measured at FVOCI, recognising to an equity reserve the fair value changes in the securities until the date of sale and recording in the income statement interest income and any impairments. At the time of sale, the gains/losses are recognised through profit or loss with reversal of the fair value changes through profit or loss previously recognised in the equity reserve.

The purchases and sales of securities are recorded and cancelled at the settlement date.

TRADE RECEIVABLES

Receivables are recorded at fair value and subsequently measured at amortised cost. They are adjustments for sums considered uncollectible.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include those values which are available on demand at short notice (within three months), certain in nature and with no payment expenses. Financial operations are recorded at the settlement date.

For the purposes of the Statement of Cash Flows, available liquidity is represented by cash and cash equivalents less bank overdrafts at the balance sheet date.

TRADE AND FINANCIAL PAYABLES

Trade payables are initially recorded at fair value and subsequently measured at amortised cost. The financial liabilities are recorded at amortised cost using the effective interest rate method.

EMPLOYEES BENEFITS

The benefits guaranteed to employees paid on the termination of employment or thereafter through defined benefit plans are recognised in the period the right matures. The liability for defined benefit plans, net of any plan assets, is calculated on the basis of actuarial assumptions and is recorded by the accrual method consistent with the years of employment necessary to obtain such benefits. The liability is calculated by independent actuaries.

The Company recognises additional benefits to a number of employees through the incentive plans. A stock option plan and a performance shares plan are currently in place.

According to IFRS 2 – Share-based payments, these plans are a component of the remuneration of the beneficiaries and provide for application of the "equity settlement" method. Therefore, the relative cost is represented by the fair value of the financial instruments attributed at the grant date, and is recognised in the income statement over the period between the grant date and the maturity date, and directly recorded under equity.

On the exercise of the options by the beneficiaries with the transfer of treasury shares against the liquidity received, the stock option plan reserve is reversed for the portion attributable to the options exercised, and the treasury shares reserve is reversed based on the average cost of the shares transferred and the residual differential is recorded as the gains/loss on treasury shares traded with counter-entry in the share premium reserve, in accordance with the accounting policy adopted.

Similarly, at the time of the transfer of treasury shares corresponding to the performance shares matured, the performance shares plan reserve is reversed for the portion concerning the units exercised and therefore the shares transferred. The treasury shares reserve is reversed based on the average cost of the shares transferred and the residual differential is recorded as the gains/loss on treasury shares traded with counter-entry in the share premium reserve, in accordance with the accounting policy adopted.

TREASURY SHARES

The treasury shares held by the parent company are recorded as a reduction from equity in the negative treasury shares reserve. The original cost of the treasury shares and the income deriving from any subsequent sale are recognised as equity movements, recording the differential as the gains/loss on treasury shares traded with counter-entry in the share premium reserve, in accordance with the accounting policy adopted

REVENUES

Revenues are recognised when the customer acquires control of the services provided and, consequently, when having the capacity to direct usage and obtain benefits. In the case in which a contract stipulates a portion of consideration dependent on the occurrence of future events, the estimate of the variable part is included in revenues only where such is considered highly probable. In the case of transactions concerning the simultaneous provision of a number of services, the sales price is allocated on the basis of the price which the company would apply to customers where such services included in the contract were sold individually. According to this type of operation, the revenues are recognised on the basis of the specific criteria indicated below:

• the revenues for advisory/investment banking services are recognised with reference to the stage of completion of the activities. For practical purposes, when services are performed by an indeterminate number of acts over a specified period of time, revenue is recognised on a straight-line basis over the specified period unless there is evidence that some other method better represents the stage of completion.
• the success fees which mature on the exercise of a significant deed are recorded under revenues when the significant deed is completed;
• the variable revenue components for the provision of services other than success fees are recognised on the basis of the state of completion, to the extent that it is highly probable that subsequent to the resolution of the uncertainty related to the variable consideration a significant reduction of the amount of cumulative revenues recorded does not occur.

Where it is not possible to reliably determine the value of revenues, they are recognised up to the costs incurred which may reasonably be recovered.

GAINS AND LOSSES DERIVING FROM THE SALE OF SECURITIES

The income and charges deriving from the sale of shares classified under current financial assets measured at FVOCI are recorded on an accruals basis at the operation valuation date, recording changes in fair value to the income statement which were previously recognised through equity.

FINANCIAL INCOME AND CHARGES

Financial income and charges are recorded on an accruals basis on the interest matured on the net value of the relative financial assets and liabilities and utilising the effective interest rate.

DIVIDENDS

The dividends are recorded in the year in which the right of the shareholders to receive the payment arises. The dividends received from investments valued under the equity method were recorded as a reduction in the value of the investments.

INCOME TAXES

Current income taxes for the period are determined based on an estimate of the taxable assessable income and in accordance with current legislation. Deferred tax assets and liabilities are calculated on temporary differences between the values recorded in the financial statements and the corresponding values recognised for fiscal purposes. The recognition of deferred tax assets is made when their recovery is probable - that is when it is expected that there will be future assessable fiscal income sufficient to recover the asset. The recovery of the deferred tax asset is reviewed at each balance sheet date. Deferred tax liabilities are always recorded in accordance with the provisions of IAS 12.

(3) Presentation

The choices adopted by the Group relating to the presentation of the consolidated financial statements are illustrated below:

• income statement and comprehensive income statement: IAS requires alternatively classification based on the nature or destination of the items. The Group decided to present the accounts by nature of expenses;
• statement of financial position: in accordance with IAS 1, the assets and liabilities should be classified as current or non-current or, alternatively, according to the liquidity order. The Group chose the classification criteria of current and non-current;
• statement of changes in consolidated shareholders' equity, prepared in accordance with IAS 1;
• statement of cash flows: in accordance with IAS 7 the statement of cash flows reports cash flows during the period classified by operating, investing and financing activities, based on the indirect method.

(4) Segment disclosure

The company undertakes investment banking and merchant banking activities. Top management activity in the above-mentioned areas, both at marketing contact level and institutional initiatives and direct involvement in the various deals, is highly integrated. In addition, execution activity is also organised with the objective to render the "on-call" commitment of advisory or equity professional staff more flexible.

In relation to this choice it is almost impossible to provide a clear representation of the separate financial economic impact of the different areas of activity, as the breakdown of the personnel costs of top management and other employees on the basis of a series of estimates related to parameters which could be subsequently superseded by the actual operational activities would result in an extremely high distortion of the level of profitability of the segments of activity.

In the present consolidated financial statements at December 31, 2019 only details on the performance of the "revenues from sales and services" component is provided, related to the sole activity of advisory, excluding therefore the account "other revenues".

Euro	2019	2018
Revenue from sales and services	6,783,583	9,986,371
Total	6,783,583	9,986,371

Revenues are highly dependent on the timing of success fee maturation, whose distribution varies throughout the year. 2018 revenues included approximately Euro 4 million of variable income from an associated company.

(5) Purchases, service and other costs

The account comprises:

Euro		2019	2018
1.	Services	1,881,746	2,208,345
2.	Rent, leasing and similar costs	0	360,743
3.	Other charges	1,173,459	410,190
Total		3,055,205	2,979,278

Service costs mainly relate to general and commercial expenses, banking commissions on the sale of listed shares and professional and legal consultancy. They include Euro 120,713 of audit fees and Euro 76,851 of emoluments of the Board of Statutory Auditors and the Supervisory Board.

The 2018 costs included rental charges that from 2019, following the adoption of IFRS 16, are no longer recorded as rent, leasing and similar costs.

Other charges principally include non-deductible VAT and other tax charges.

(6) Personnel expense
The account comprises:
Euro	2019	2018
Wages and salaries	1,396,320	1,050,311
Social security charges	440,544	387,833
Directors' fees	18,148,286	16,883,067
Charge for assignment of performance shares	212,706	0
Post-employment benefits	69,504	64,221
Total	20,267,359	18,385,432

The account "Wages and salaries" and "Directors' fees" include fixed and variable remuneration matured in the period. A pro-forma calculation was applied to the variable remuneration of the executive directors, as approved by the Board of Directors, on the proposal of the Remuneration Committee and with the opinion of Board of Statutory Auditors.

The cost includes, in addition, Euro 212,706 of charges relating to the assignment of 2,500,000 Units under the "2019-2021 Performance Shares Plan". In line with IFRS 2, the Units allocated were measured according to the equity settlement method. The fair value of the option was measured utilising the applicable valuation method, taking into account the terms and conditions by which the Units were allocated.

"Post-employments benefits" are updated based on actuarial valuations, with the gains or losses recognised through equity.

At December 31, 2019, the number of TIP employees was as follows:

	Dec. 31, 2019	Dec. 31, 2018
White collar & apprentices	9	11
Managers	1	1
Executives	4	3
Total	14	15

The Chairman/CEO and Vice Chairman/CEO are not employees either of TIP or of Group companies.

(7) Financial income/(charges)

The account comprises:
Euro	2019	2018
1. Investment income	5,818,147	10,285,931
2. Other income	20,432,100	9,133,268
Total financial income	26,250,247	19,419,199
3. Interest and other financial charges	(12,927,381)	(7,802,272)
Total financial charges	(12,927,381)	(7,802,272)

(7).1. Investment income

Euro	2019	2018
Dividends	5,818,147	10,285,931
Total	5,818,147	10,285,931

In 2019 investment income concerns dividends received from the following investees (Euro):

Hugo Boss AG	2,578,500
Amplifon S.p.A.	845,325
Moncler S.p.A.	820,000
Prysmian S.p.A.	754,220
ITH	339,124
Other	480,978
Total	5,818,147

(7).2. Other income

They include mainly, for Euro 16,928,478, the effect from the fair value measurement of the shares held by TIP in Furla from the conversion of the Convertible Bond Loan, subsequently sold, for Euro 2,193,153, changes to the fair value of financial assets measured at FVTPL, consisting of convertible bond loans and derivative instruments, for Euro 1,166,224 income and interest matured on the financial receivables and on securities, in addition to exchange gains of Euro 144,245.

(7).3. Interest and other financial charges

Euro	2019	2018
Interest on bonds	5,696,074	5,057,009
Other	7,231,307	2,745,263
Total	12,927,381	7,802,272

In December the issue of a five-year bond with a value of Euro 300 million, an annual fixed coupon of 2.5% and an issue price of 99.421 was finalised. The bonds, which are unrated, are listed on the Euro MTF Market of the Luxembourg Stock Exchange and Borsa Italiana's MOT Professional segment. The proceeds of this bond issue were temporarily invested in listed bonds.

"Interest on bonds" refers for Euro 5,142,900 to the pre-existing 2014-2020 TIP Bond of Euro 100 million and for Euro 553,174 the new 2019-2024 TIP Bond of Euro 300 million, calculated according to the amortised cost method, applying the effective interest rate.

The "Other" account includes for Euro 2,041,073 bank interest on loans and for Euro 5,190,234 other financial charges, including the adjustment to fair value of a derivative instrument for Euro 3,396,973 and the recognition for Euro 627,912 of the negative differential between the closed market purchase price of a listed share and the corresponding market price on the same date.

(8) Share of profit of associated companies measured under the equity method

The account concerns for approximately Euro 14.1 million the share of the profit of the associated company IPGH, for Euro 6.8 million the share of the profit of Asset Italia and for approximately Euro 4.3 million the share of the profit of Roche Bobois. The share of the profit of TIPO, equal to approximately Euro 1 million, does not include, in application of IFRS 9, the portion of approximately Euro 10.5 million of the capital gain realised on the sale of the investment in iGuzzini, which however resulted in the reclassification to shareholders' equity from the FV OCI reserve without reversal to the income statement of retained earnings. The gain realised following the withdrawal from Fimag of Euro 5.2 million by TIPO is also not included in the share of the result, but subject to reclassification to reserves.

For further details, reference should be made to note 13 "Investments in associates measured under the equity method" and attachment 3.

(9) Current and deferred taxes

The breakdown of income taxes is as follows:

Euro	2019	2018
Current taxes	(13,770)	513,758
Deferred tax assets	(1,984,904)	488,724
Deferred taxes	(50,536))	(393,296)
Total	(2,049,209)	609,186

Deferred taxes recognised directly to equity

The company recognised directly to equity a decrease of Euro 2,284,745, principally concerning investments measured at FVOCI.

(10) Property, plant and equipment

The following table illustrates the changes in the account:

Euro	Other assets
NBV at December 31, 2017	124,017
Increases	29,216
Decreases	0
Depreciation	(56,557)
NBV at December 31, 2018	96,676
Increases	67,957
Decreases	0
Amortisation & Depreciation	(51,017)
NBV at December 31, 2019	113,616

The increase in "Other Assets" mainly refers to the purchase of EDP, furniture and fittings and mobile telephones.

(11) Goodwill and other intangible assets

"Goodwill" for Euro 9,806,574 refers to the incorporation of the subsidiary Tamburi & Associati S.p.A. into TIP S.p.A. in 2007.

In accordance with IAS 36 the value of goodwill, having an indefinite useful life, is not amortised, but subject to an impairment test, made at least annually.

The recoverable value is estimated based on the value in use, calculated using the following assumptions:

• forecast of normalised perpetual cash flows of the advisory activity;
• terminal value based on a "perpetual" of by 1.1%;
• discount rate corresponding to the cost of capital ("ke unlevered") equal to 7.23%

with the conclusion that the value attributed is appropriate and recoverable.

The following illustrates the changes in "Other intangible assets":

	Industrial patents	Concessions,	Other	Total
	and intellectual	licences and
Euro	property rights	trademarks
NBV at December 31, 2017	2,213	94	0	2,307
Increases	0	0	0	0
Decreases	0	0	0	0
Amortisation & Depreciation	(2,143)	(39)	0	(2,182)
NBV at December 31, 2018	70	55	0	125
Increases	17,310	0	19,188	36,498
Decreases	0	0	0	0
Amortisation & Depreciation	(5,840)	(39)	(3,838)	(9,717)
NBV at December 31, 2019	11,540	16	15,350	26,906

(12) Investments measured at FVOCI

The account refers to minority investments in listed and non-listed companies.

Euro	Dec. 31, 2019	Dec. 31, 2018
Investments in listed companies	584,082,600	327,075,057
Investments in non-listed companies	102,823,900	50,557,220
Total	686,906,500	377,632,277

The changes in the investments measured at FVOCI are shown in Attachment 2.

Following the entry into the consolidation scope of Clubtre S.p.A., the account increased by Euro 196,106,739, relating to the market value of the Prysmian shares held by Clubtre at the date on which TIP obtained control.

The TIP Group holds at December 31, 2019 investments (Digital Magics, Eataly, Buzzoole, Chiorino) not classified as associated companies, although in the presence of a holding above 20% and some indicators which would be associated with significant influence, as unable to provide periodic financial information such as to permit the TIP Group recognition in accordance with the equity method. The unavailability of such information represents a limitation in the exercise of significant influence and consequently it was considered appropriate to qualify these investments as measured at FVOCI.

The composition of the valuation methods of the investments measured at FVOCI relating to investments in listed and non-listed companies is illustrated in the table below:

	Listed companies	Non-listed companies
Method	(% of total)	(% of total)
Listed prices on active markets (level 1)	100%	0.0%
Valuation models based on market inputs (level 2)	0.0%	68.3%
Other valuation techniques (level 3)	0.0%	31.4%
Purchase cost	0.0%	0.3%
Total	100.0%	100.0%

(13) Associated companies measured under the equity method

On March 11, 2019 TIP acquired the entire equity investment held by Gruppo Coin S.p.A. (a company indirectly controlled by BC Partners funds and in which interests were held by the management of OVS S.p.A.) in OVS, amounting to 40,485,898 shares accounting for 17.835% of the share capital for the price of Euro 1.85 per share and a total price of Euro 74,898,911.30. As a result of this acquisition, TIP, which had previously held an interest of approximately 4.912%, increased its total investment to 22.747%, with a total pay-out of Euro 91.6 million. The reclassification of the investment to associated companies resulted in the recording of the increase in the fair value recognised on the portion of the investment previously held until the acquisition date in a similar manner to that which would be applied for the holding's divestment. Therefore, having ascertained significant influence, the cumulative fair value increase of approximately Euro 1.1 million, recognised to the OCI reserve, has been recognised to retained earnings under equity as per IFRS 9; the investment previously classified to "Investments valued at FVOCI" was reversed and was recognised to "associated companies measured under the equity method" for an amount of Euro 92,660,939. At December 31, 2019, the value of the investment, considering the effects of recognition under the equity method, was Euro 94,118,727.

The company Clubtre S.p.A. was reclassified from associated companies to subsidiaries following the acquisition in July of an additional holding of 13.05% in the company, further to the existing 24.62% stake. Following this transaction, TIP holds 37.67% of Clubtre's shares, representing 66.23% of the shares which may exercise voting rights at Clubtre, net of the treasury shares. The obtaining of control and the consequent transfer of the company from an associated company measured under the equity method to a subsidiary subject to line-by-line consolidation resulted in the recognition of the share of the OIC reserve without reversal concerning the investment until the transfer date similarly to as would have occurred on the divestment of the holding. Therefore, having ascertained the gaining of control, the TIP share of the increased cumulative fair value of the investee with regards to its investment in Prysmian, equal to approximately Euro 17.8 million, recognised to the FV reserve was reversed to other equity reserves according to IFRS 9. This transaction also led to the recognition to the "other income" account of the income statement of the differential of approximately Euro 3.4 million, between the value of the holding acquired, based on the market value of the assets (calculated according to the stock market price at the transaction date) and liabilities held and the acquisition price previously agreed among the parties.

Also in July 2019, TIP acquired from Whirlpool EMEA S.p.A. its total stake in Elica S.p.A. (a company listed on the STAR segment of Borsa Italiana), comprising 7,958,203 ordinary shares representing 12.568% of the share capital, for consideration of Euro 15,916,406. The agreements reached by TIP and the seller include a commitment not to sell such shares to certain competitors of Whirlpool for 12 months from the closing date. Moreover, TIP signed a shareholder agreement with FAN S.r.l., a controlling shareholder of Elica, to establish a medium-term strategic alliance. Finally, to further seal the agreements reached, TIP agreed with Elica the acquisition of all of the treasury shares owned (equal to 2.014% of the share capital), at the same price per share agreed with Whirlpool EMEA S.p.A., with an additional investment of Euro 2.5 million. Overall, a 14.582% stake in Elica was acquired in this phase. Subsequently, Elica share purchases continued. In November, the 20% threshold of capital was exceeded. The consequent reclassification of the investment to associated companies resulted in the recording of the increase in the fair value recognised on the portion of the investment held until the acquisition date in a similar manner to that which would be applied for the holding's divestment. Therefore, having ascertained significant influence, the cumulative fair value increase of approximately Euro 14.5 million, recognised to the OCI reserve, was reclassified as retained earnings under equity as per IFRS 9; the investment

previously classified to "Investments valued at FVOIC" was reversed and was recognised to "associated companies measured under the equity method".

The other investments in associated companies therefore concern:

• for Euro 114,193,209 the company Asset Italia S.p.A., investment holding which gives shareholders the opportunity to choose for each proposal their individual investments. The equity and results relating to Asset Italia 1 S.r.l., vehicle company for the investment in Alpitour, refer for 99% to the tracking shares issued in favour of the shareholders which subscribed to the initiative and for 1% to Asset Italia, or rather to all the ordinary shares. TIP's share of the shares tracking the investment in Alpitour is equal to 35.81%. Similarly, the equity and results relating to Asset Italia 2 S.r.l., the vehicle company to which the investment in Ampliter was allocated, refer for 99% to the tracking shares issued in favour of the shareholders which subscribed to the initiative and for 1% to Asset Italia, or rather to all the ordinary shares. TIP's share of the shares tracking the investment in Ampliter is equal to 20%. The investment in Alpitour is measured in Asset Italia using the equity method while the investment in Ampliter is measured at fair value;
• for Euro 82,295,871 the investment in Gruppo IPG Holding S.p.A. (company which holds the majority shareholding in Interpump Group S.p.A., to be considered a subsidiary);
• for Euro 72,092,580the company Roche Bobois S.A., held 38.34% through TXR;
• for Euro 58,996,524 the company Clubitaly S.p.A., with a 19.74% stake in Eataly S.r.l. TIP holds 30.20% in the share capital of the company. The investment of Clubitaly in Eataly is measured at fair value in that the absence of the necessary financial information for the application of the equity method determines the current limited exercise of significant influence;
• for Euro 29,768,702, the investment TIP-Pre IPO S.p.A.. Within TIP-Pre IPO, the investment in Betaclub S.r.l. is consolidated, while the investment in Beta Utensili S.p.A. is measured using the equity method. The investment in Chiorino is measured at fair value. In relation to Chiorino the absence of the necessary financial information for the application of the equity method determines the current limited exercise of significant influence. In the first half of 2019, having decided not to undertake new investments under the existing shareholder agreements, TIPO distributed to shareholders nearly all of the available liquidity, mainly from the sale of iGuzzini and the withdrawal from Fimag;
• for Euro 17,772,901 the associated company BE S.p.A.;
• for Euro 779,793 the investments in the companies Palazzari & Turries Limited, with registered office in Hong Kong and in Gatti & Co Gmbh, with registered office in Frankfurt.

For the changes in the investments in associated companies reference should be made to attachment 3.

Euro	Dec. 31, 2019	Dec. 31, 2018
Financial receivables measured at amortised cost	7,503,330	6,866,167
Total	7,503,330	6,866,167

(14) Financial receivables measured at amortised cost

Financial receivables calculated at amortised cost principally concern the loans issued to Tefindue S.p.A., which holds indirectly a shareholding in Octo Telematics S.p.A., international leader in the development and management of telecommunication systems and services for the automotive

sector, mainly for the insurance market.

(15) Financial assets measured at FVTPL

Euro	Dec. 31, 2019	Dec. 31, 2018
Financial assets measured at FVTPL	3,217,817	20,395,297
Total	3,217,817	20,395,297

Financial assets measured at FVTPL consist at December 31, 2019 of the convertible bond issued by Tefindue S.p.A.. At September 30, 2019, the right to the conversion of the Furla bond loan matured, previously stated in this account, into shares of the company, which were sold in 2019.

(16) Trade receivables

Euro	Dec. 31, 2019	Dec. 31, 2018
Trade receivables (before doubtful debt provision)	947,808	5,083,915
Doubtful debt provision	(167,809)	(167,809)
Total	779,999	4,916,106
Trade receivables beyond 12 months	0	0
Total beyond 12 months	0	0

Changes in trade receivables is strictly related to the different revenue mix between success fees and service revenues. At December 31, 2018, this included approximately Euro 4 million concerning variable income from an associated company.

(17) Current financial receivables measured at amortised cost

Euro	Dec. 31, 2019	Dec. 31, 2018
Current financial receivables measured at amortised cost	556,513	9,519,333
Total	556,513	9,519,333

These mainly include shareholders' loans granted to associated companies. With the inclusion of Clubtre in the consolidation scope, the shareholder loan granted to the former, previously stated in this account, was eliminated from the consolidation.

(18) Derivative financial instruments

These amount to Euro 923,063 and refer to the options which granted TIP the right to acquire further shares in investments valued at FVOCI.

(19) Current financial assets measured at FVOCI

Euro	Dec. 31, 2019	Dec. 31, 2018
Current financial assets measured at FVOCI	96,688,111	45,227,977
Total	96,688,111	45,227,977

These concern non-derivative financial assets comprising investments in bonds for the temporary utilisation of liquidity.

The increase at December 31, 2019 referring to a portion of the liquidity from the issue in December of the 2019-2024 TIP bond was invested in listed bonds.

(20) Cash and cash equivalents

The account represents the balance of banks deposits determined by the nominal value of the current accounts with credit institutions.

Euro	Dec. 31, 2019	Dec. 31, 2018
Bank deposits	171,942,355	1,809,877
Cash in hand and similar	5,947	6,380
Total	171,948,302	1,812,728

Cash and cash equivalents include a portion of the liquidity from the issue in December of the 2019-2024 TIP bond loan, not yet invested.

The composition of the net financial position at December 31, 2019 compared with the end of the previous year is illustrated in the table below.

Euro		Dec. 31, 2019	Dec. 31, 2018
A	Cash and cash equivalents	171,948,302	1,812,728
B	Current financial assets measured at FVOCI	96,688,111	45,236,977
C	Current financial receivables & derivative instruments	1,479,576	9,519,333
D	Liquidity (A+B+C)	270,115,989	56,569,038
E	Non-current financial payables	(351,718,955)	(99,555,086)
F	Non-current financial payables for leasing	(2,627,341)	-
G	Liabilities for derivatives	(3,709,973)	-
H	Current financial liabilities for leasing	(269,648)	-
I	Current financial liabilities	(211,420,916)	(97,538,156)
L	Net financial position (D+E+F+G+H+I)	(299,630,844)	(140,524,204)

The increase in the net debt follows the considerable investments finalised during the period and the change in the consolidation scope and the consequent full inclusion of the nominal Euro 99.1 million margin loan of the subsidiary Clubtre.

Non-current financial payables mainly refer to the TIP 2019-2024 bond and bank loans.

Current financial liabilities refer to the TIP 2014-2020 bond and bank payables and interest related to bonds loans matured and still not paid.

(21) Tax receivables

The breakdown is as follows:

Euro	Dec. 31, 2019	Dec. 31, 2018
Within one year	966,458	567,819
Beyond one year	608,269	426,449

Current tax receivables mainly include IRES and withholding taxes. The non-current component principally concerns withholding taxes and IRAP reimbursement request.

(22) Deferred tax assets and liabilities

The breakdown of the account at December 31, 2019 and December 31, 2018 is detailed below:

	Assets		Liabilities		Net
	31/12/2019	31/12/2018	31/12/2019	31/12/2018	31/12/2019	31/12/2018
Euro
Other intangible assets Investments measured at FVOCI	2,005	3,111			2,005	3,111
and investments measured under the equity method		608	(6,182,550)	(3,410,355)	(6,182,550)	(3,409,747)
Other assets/liabilities	4,725,591	2,738,972	(115,753)	(8,969)	4,609,838	2,730,003
Total	4,727,596	2,742,691	(6,298,302)	(3,419,324)	(1,570,706)	(676,633)

The changes in the tax assets and liabilities were as follows:

Euro	Dec. 31, 2018	Recorded through P&L	Change in consolidation scope	Recorded through Equity	Dec. 31, 2019
Other intangible assets	3,111	(1,106)			2,005
Investments measured at FVOCI and investments measured under
the equity method	(3,409,747)	49,926	(644,767)	(2,177,962)	(6,182,550)
Other assets/liabilities	2,730,003	1,986,619		(106,784)	4,609,838
Total	(676,633)	2,035,439	(644,767)	(2,284,745)	(1,570,707)

(23) Share capital

The share capital of TIP S.p.A. is composed of:

Shares	number
ordinary shares	172,002,734
Total	172,002,734

On June 30, 2019, the fourth exercise period of the TIP S.p.A. 2015 - 2020 Warrants concluded, with the exercise of 7,561,067 warrants and a relative share capital increase of Euro 3,931,754.84, with the issue of 7,561,067 new ordinary TIP S.p.A. shares at a price of Euro 5.00 each, for a total value of Euro 37,805,335.00.

The share capital of TIP S.p.A. amounts therefore to Euro 89,441,421.68, represented by 172,002,734 ordinary shares.

The treasury shares in portfolio at December 31, 2019 totalled 9,756,510, equal to 5.672% of the share capital. The shares in circulation at December 31, 2019 therefore numbered 162,246,224.

No. treasury shares at	No. of shares acquired	No. of shares sold in	No. treasury shares at
December 31, 2018	in 2019	2019	December 31, 2019
5,959,178	4,182,332	385,000	9,756,510

The following additional disclosure is provided on the equity at December 31, 2019.

(24) Reserves

Legal reserve

This amounts to Euro 17,101,933, increasing Euro 455,539 following the Shareholders' Meeting motion of April 30, 2019 with regard to the allocation of the 2018 net profit.

Share premium reserve

The account amounts to Euro 208,856,512 and increased Euro 33,873,580 following the exercise

of the warrants.

Fair value OCI reserve without reversal to profit or loss

The positive reserve amounts to Euro 226,214,853. This concerns the fair value changes to investments in equity, net of the relative deferred tax effect. The income and gains realised on holdings which in application of IFRS 9 were not reversed to profit or loss were reclassified from the reserve to retained earnings. The reserve includes a decline in fair values of Euro 12,985,291, which in accordance with IAS 39 would have been taken to the income statement.

Euro	Book value at 31.12.2018	Change	Transferred to retained earnings	Book value 31.12.2019
Parent company & consolidated com.	69,425,849	167,581,982	(38,048,281)	198,959,550
Investments measured using the equity method	59,981,185	4,396,621	(33,672,058)	30,705,748
Tax effect	(2,203,775)	(2,044,386)	797,716	(3,450,445)
Total	127,203,259	169,934,217	(70,922,623)	226,214,853

For a breakdown of the fair value changes of investments in equity, reference should be made to attachment 2 and note 12.

OCI reserve with reversal to profit or loss

The reserve amounts to Euro 1,234,888 and refers to the fair value changes of the securities acquired as temporary uses of liquidity, whose relative fair value reserve will be reversed to the income statement on the sale of the underlying security; and to reserves with reversal of the associated companies.

Other reserves

These are negative reserves and amount to Euro 8,268,782. These mainly concern negative changes on reserves of investments valued using the equity method. These include the residual reserve for stock option plans set up following the granting of options to employees and the reserve to grant Units concerning the performance shares plan.

Merger surplus

The merger surplus amounts to Euro 5,060,152. This derives from the incorporation of Secontip S.p.A. in TIP on January 1, 2011.

Retained earnings

Retained earnings amount to Euro 310,536,546 and increased, compared to December 31, 2018, for Euro 79,272,463. They include the reclassification from "Fair value OCI reserve without reversal to profit or loss" equal to Euro 70,922,623, referring to income and gains realised on investments that, in application of IFRS 9, are not reversed to profit or loss.

IFRS business combination reserve

The reserve was negative and amounts to Euro 483,655, unchanged compared to

Treasury shares acquisition reserve

The negative reserve amounts to Euro 54,542,930. This is a non-distributable reserve.

For the changes in the year and breakdown of other equity items, reference should be made to the specific statement.

The following table shows reconciliation between Parent Company and Consolidated net equity and net profit.

Euro	Equity at January 1, 2019	2019 Result	Other changes	Group equity at December 31, 2019	Minority interest net equity	Equity at December 31, 2019
Parent Company Equity as per
separate financial statements	488,504,238	4,397,455	143,035,630	635,937,323		635,937,323
Eliminations in separate financial statements Carrying value and adjustments of	(31,013,328)			(31,013,328)		(31,013,328)
investments measured under the equity method	141,042,900	21,758,059	5,175,044	167,976,003		167,976,003
Equity and result for the year (determined in accordance with uniform accounting principles) of the companies consolidated	44,896,550	1,819,139	81,916,628	128,632,317	76,341,604	204,973,921
Elimination carrying value of consolidated companies	(11,010,629)	3,010,933	(67,396,094)	(75,395,790)		(75,395,790)
Equity attributed to the
shareholders of the parent from
the consolidated financial
statements	632,419,731	30,985,586	162,731,208	826,136,525	76,341,604	902,478,129

(25) Net Profit for the year

Basic earnings per share

At December 31, 2019, the basic earnings per share – net profit divided by the average number of shares in circulation in the period taking into account treasury shares held – was Euro 0.19.

Diluted earnings per share

At December 31, 2019, the diluted earnings per share was Euro 0.19. This represents the net profit for the period divided by the number of ordinary shares in circulation at December 31, 2019, calculated taking into account the treasury shares held and considering any dilution effects generated from the shares servicing the stock option plan relating to the remaining warrants in circulation.

(26) Post-employment benefit provisions

At December 31, 2019, the balance of the account related to the Post-Employment Benefit due to all employees of the company at the end of employment service. The liability was updated based on actuarial calculations.

Euro	Dec. 31, 2019	Dec. 31, 2018
Opening balance	306,489	307,384
Provisions in the year	69,504	64,221
Financial charges/(income)	4,955	3,883
Actuarial gains/losses	15,158	14,459
transfers to pension funds and utilisations	(54,067)	(83,458)
Total	342,039	306,489

(27) Derivative financial instruments

They refer to call options for the benefit of third parties on shares in associated companies exercisable in 2023. They are measured at their fair value and any changes are written to the income statement.

(28) Financial payables

Financial payables of Euro 351,718,955 refer to:

• for 285,108,044 the TIP 2019-2024 Bond placed in December 2019, of a nominal Euro 300,000,000. The loan, with an initial rights date of December 5, 2019 and expiry date of December 5, 2024 was issued with a discount on the par value and offers an annual coupon at the nominal gross fixed rate of 2.5%. The loan was recognised at amortised cost applying the effective interest rate which takes into account the transaction costs incurred for the issue of the bond and the bond repurchases made by the company;
• for Euro 64,729,361 a medium/long-term loan of a nominal value of Euro 65,000,000, repayable on maturity of June 30, 2022, recognised to amortised cost applying an effective interest rate which takes account of the settlement costs incurred to obtain the loan. Against the granting of this new loan, two existing loans with maturity in 2019 for an amount of approximately Euro 32.9 million were settled. The bond provides for compliance with annual financial covenants;
• for Euro 1,881,550 the long-term component of the deferred payment of the purchase price of an investment.

In accordance with the application of international accounting standards required by Consob recommendation No. DEM 9017965 of February 6, 2009 and the Bank of Italy/Consob/Isvap No. 4 of March 4, 2010, we report that this account does not include any exposure related to covenants not complied with.

(29) Current financial liabilities

The current financial liabilities of Euro 211,420,916 mainly concern:

• for 99,898,868 the TIP 2014-2020 Bond placed in December 2014, of a nominal Euro 100,000,000. The loan, with an initial rights date of April 14, 2014 and expiry date of April 14, 2020 was issued at par value and offers an annual coupon at the nominal gross fixed rate of 4.75%. The loan was recognised at amortised cost applying the effective interest rate which takes into account the transaction costs incurred for the issue of the loan; the loan provides for compliance with financial covenants on an annual basis;
• for Euro 99,146,415the margin loan of the subsidiary Clubtre S.p.A. of a nominal Euro 99,100,000, with maturity on December 16, 2020, guaranteed by a pledge on 10,428,436 Prysmian shares held by Clubtre, which represent 3.89% of the Prysmian share capital,

recognised at amortised cost applying the effective interest rate which takes account of the settlement costs incurred to obtain the loan;

• the relative interest matured on the TIP 2014-2020 bond and on the TIP 2019-2024 bond for Euro 3,913,023.
• for Euro 8,462,608 bank payables on current account lines.

In accordance with the application of international accounting standards required by Consob recommendation No. DEM 9017965 of February 6, 2009 and the Bank of Italy/Consob/Isvap No. 4 of March 4, 2010, we report that this account does not include any exposure related to covenants not complied with.

(30) Tax payables

This item may be analysed as follows:

Euro	Dec. 31, 2019	Dec. 31, 2018
VAT	0	36,829
Withholding taxes	73,516	144,667
IRAP	0	397,679
Total	73,516	579,175

(31) Other liabilities

The account mainly refers to emoluments for directors and employees.

Euro	Dec. 31, 2019	Dec. 31, 2018
Directors and employees	17,540,137	16,572,201
Social security institutions	204,047	176,048
Other	1,929,361	83,609
Total	19,673,545	16,831,858

(32) Risks and uncertainties

Management of financial risks

The Group, by nature of its activities, is exposed to various types of financial risks - in particular to the risk of changes in market prices of investments and, marginally, to the risk of interest rates.

The policies adopted by the Group for the management of the financial risk are illustrated below.

Interest rate risk

The Group is exposed to the interest rate risk relating to the value of the current financial assets represented by bonds and financial receivables. As these investments are mainly temporary uses of liquidity which may be liquidated quickly, it was not considered necessary to adopt specific hedges.

Risk of change in the value of investments

The Group, by nature of its activities, is exposed to the risk of changes in the value of the investments.

In relation to the listed investments at the present moment there is no efficient hedging instrument of a portfolio such as those with the characteristics of the Group.

Relating to non-listed companies, the risks related:

(a) to the valuation of these investments, in consideration of: (i) absence in these companies of control systems similar to those required for listed companies, with the consequent unavailability of information at least equal to, under a quantitative and qualitative profile, of those available for this later; (ii) the difficulties to undertake independent verifications in the companies and, therefore to assess the completeness and accuracy of the information provided;

• (b)the ability to impact upon the management of these investments and drive their growth, the prerequisite for investment, based on the Group's relationships with management and shareholders and, therefore, subject to verification and the development of these relationship;
• (c) the liquidity of these investments, not negotiable on regulated markets; were not hedged through specific derivative instruments as not available. The Group attempts
• to minimise the risk although within a merchant banking activity and therefore by definition risky – through a careful analysis of the companies and sectors on entry into the share capital, as well as through careful monitoring of the performance of the investee companies after entry in the share capital.

A sensitivity analysis is reported below which illustrates the effects on the statement of financial position, of a hypothetical change in the fair value of the instruments held at December 31, 2019 of +/-5% compared to the comparative figures for 2018.

Sensitivity Analysis	Dec. 31, 2019			Dec. 31, 2018
thousands of Euro	-5.00%	Basic	5.00%	-5.00%	Basic	5.00%
Investments in listed companies	554,879	584,083	613,287	310,721	327,075	343,429
Investments in non-listed companies	97,683	102,824	107,965	48,029	50,557	53,085
Investments measured at FVOCI	652,562	686,907	721,252	358,750	377,632	396,514
Effect on net equity	-34,345		34,345	-18,882		18,882

Credit risk

The Group's exposure to the credit risk depends on the specific characteristics of each client as well as the type of activities undertaken and in any case at the preparation date of the present financial statements is not considered significant.

Before undertaking an assignment, careful analysis is undertaken on the credit reliability of the client.

Liquidity risk

The Group approach in the management of liquidity guarantees, where possible, that there are always sufficient funds to meet current obligations.

Management of capital

Directors provide for maintaining high levels of own capital in order to maintain a relationship of trust with investors, allowing for future development.

The parent company acquired treasury shares on the market on the basis of available prices.

Hierarchy of Fair Value as per IFRS 13

The classification of financial instruments at fair value in accordance with IFRS 13 is determined based on the quality of the input sources used in the valuation, according to the following hierarchy:

▪ level 1: determination of fair value based on prices listed ("unadjusted") in active markets for identical assets or liabilities. This category includes the instruments in which the TIP company operates directly in active markets (for example investments in listed companies, listed bond securities etc.);

• level 2: determination of fair value based on inputs other than the listed prices included in "level 1" but which are directly or indirectly observable (for example recent or comparable prices);
• level 3: determination of fair value based on valuation models whose input is not based on observable market data ("unobservable inputs"). These refer for example to valuations of non-listed investments based on Discounted Cash Flow valuation methods.

In accordance with the disclosures required by IFRS 13, the types of financial instruments recorded in the financial statement at December 31, 2019 are illustrated below with indication of the accounting policies applied and, in the case of financial instruments measured at fair value, of the exposure to changes in fair value (income statement or equity), specifying also the hierarchical level of fair value attributed.

The final column of the following table shows, where applicable, the fair value at the end of the period of the financial instrument.

	Accounting policies applied in accounts for financial instruments
Type of instrument	fair value
		with change in fair value recorded through:	Total		Fair value hierarchy		Amortised	Book Invest. at value at		fair value at 31.12.2019
(in thousands of Euro)	account economic	result net Value	fair value	1	2	3	cost	cost	31.12.2019
Investments measured at FVOCI - listed companies - non-listed		686,907 584,083 102,824	686,907 584,083 102,824	584,083	70,255	32,319		249	686,907 584,083 102,824	686,907 584,083 102,824
companies Financial assets 1 measured at FVOCI Financial receivables		96,688	96,688	96,688					96,688	96,688
measured at 1 amortised cost Financial assets							8,060		8,060	8,060
measured at FVTPL (inc. derivatives) Cash and cash	4,141		4,141			4,141			4,141	4,141
1 equivalents Non-current financial 2							171,948 354,346		171,948 354,346	171,948 357,582
payables (inc. leasing) Trade payables 1							757		757	757
Current financial 2 liabilities (inc. leasing) Financial liabilities							211,691		211,691	213,092
measured at FVTPL 1 (inc. derivatives)	3,710		3,710			3,710			3,710	3,710
Other liabilities 1							19,674		19,674	19,674

Note

1. For these accounts the fair value was not calculated as their carrying value approximates this value.

2. The account includes the listed bond, for which a fair value was determined at December 31, 2019.

(33) Shares held by members of the Boards and Senior Management of the Group

The following tables report the financial instruments of the parent company TIP directly and indirectly held at the end of the period, also through trust companies, communicated to the company by the members of the Board of Directors and the Board of Statutory Auditors. The table also illustrates the financial instruments acquired, sold and held by the above parties in 2019.

Members of the Board of Directors
Name	Office	No. of shares held at December 31, 2018	No. of shares acquired in 2019	No. of shares allocated from exercise of TIP 2019 warrant	No. of shares sold in 2019	No. of shares held at December 31, 2019
Giovanni Tamburi(1)	Chair. & CEO	12,327,151		692,650		13,019,801
Alessandra Gritti	Vice Chair. & CEO	2,032,293		200,000		2,232,293
Cesare d'Amico(2)	Vice Chairperson	18,315,000	135,000	200,000		18,650,000
Claudio Berretti(3)	Dir. & Gen. Manager	1,758,580	471,420			2,230,000
Alberto Capponi	Director	0				0
Giuseppe Ferrero(4)	Director	3,179,635				3,179,635
Manuela Mezzetti	Director	0				0
Daniela Palestra	Director	0				0
Simon Paul Schapira	Director	0				0
Name	Office	No of warrants held at December 31, 2018	No. of warrants assigned in 2019	No. of warrants acquired in 2019	No. of warrants exercised in 2019	No of warrants held at December 31, 2019
Giovanni Tamburi(1)	Chair. & CEO	1,118,180		30,000	692,650	455,530
Alessandra Gritti	Vice Chair. & CEO	358,485			200,000	158,485
Cesare d'Amico(2)	Vice Chairperson	2,040,000		345,000	200,000	2,185,000
Claudio Berretti	Dir. & Gen. Manager	0				0
Alberto Capponi	Director	0				0
Giuseppe Ferrero(3)	Director	0				0
Manuela Mezzetti	Director	0				0
Daniela Palestra	Director	0				0
Simon Paul Schapira	Director	0				0

(1)Giovanni Tamburi holds his investment in the share capital of TIP in part directly in his own name and in part indirectly through Lippiuno S.r.l., a company in which he holds 87.26% of the share capital.

(2)Cesare d'Amico holds his investment in the share capital of TIP through d'Amico Società di Navigazione S.p.A. (a company in which he holds directly and indirectly 50% of the share capital), through the company Fi.Pa. Finanziaria di Partecipazione S.p.A. (a company which directly holds 54% of the share capital) and through family members. (3)Claudio Berretti acquired 370,000 shares through the exercise of stock options.

(4)Giuseppe Ferrero holds his investment in the share capital of TIP directly and through family members.

The members of the Board of Statutory Auditors do not hold shares or warrants of the company.

(34) Remuneration of the Corporate Boards

The table below reports the monetary remuneration, expressed in Euro, to the members of the boards in 2019.

TIP office	Fees 31/12/2019
Directors	18,148,286
Statutory Auditors	72,851

The remuneration of the Supervisory Board is Euro 4,000.

TIP also signed two insurance policies with D&O and q professional TPL in favour of the Directors and Statutory Auditors of TIP, of the subsidiaries, as well as the investees companies in which TIP has a Board representative and the General Managers and coverage for damage to third parties in the exercise of their functions.

(35) Transactions with related parties

The table reports the related party transactions during the year outlined according to the amounts, type and counterparties.

Party	Type	Value/Balance	Value/Balance at
		at December 31,	December 31, 2018
		2019
Asset Italia S.p.A.	Revenues	1,003,121	1,000,268
Asset Italia S.p.A.	Trade receivables	253,075	250,000
Asset Italia 1 S.r.l.	Revenues	3,075	820,000
Asset Italia 1 S.r.l.	Trade receivables	3,075	-
Asset Italia 2 S.r.l.	Revenues	3,075	-
Asset Italia 2 S.r.l.	Trade receivables	3,075	-
Betaclub S.r.l.	Revenues	28,087	25,136
Betaclub S.r.l.	Trade receivables	28,087	25,043
BE S.p.A.	Revenues	60,000	60,000
BE S.p.A.	Trade receivables	30,000	15,000
Clubitaly S.p.A.	Revenues	33,089	30,000
Clubitaly S.p.A.	Trade receivables	33,089	30,000
Clubitaly S.p.A.	Financial receivables	540,862	430,469
Clubtre S.p.A.	Revenues	37,500	28,185
Clubtre S.p.A.	Trade receivables	37,500	28,185
Gruppo IPG Holding S.p.A.	Revenues	30,016	30,239
Gruppo IPG Holding S.p.A.	Trade receivables	30,016	30,239
TIP-pre IPO S.p.A.	Revenues	1,411,622	4,500,665
TIP-pre IPO S.p.A.	Trade receivables	128,127	4,125,036
Services provided to companies related to the Board of Directors	Revenues	752,795	16,000
Services provided to companies related to the Board of Directors	Trade receivables	13,000	16,000
Services received by companies related to the Board of Directors	Costs (services received)	8,293,310	7,863,909
Services received by companies related to the Board of Directors	Trade payables	7,715,361	7,226,209
Giovanni Tamburi	Revenues (services provided)	2,943	2,811
Giovanni Tamburi	Trade receivables	2,943	2,811

The services offered for all the above listed parties were undertaken at contractual terms and conditions in line with the market.

(36) Subsequent events

With reference to the subsequent events, reference should be made to the Directors' Report.

(37) Corporate Governance

The TIP Group adopts the provisions of the new version of the Self-Governance Code published by Borsa Italiana as its corporate governance model.

The Corporate Governance and Ownership Structure Report for the year is approved by the Board of Directors and published annually on the website of the company www.tipspa.it, in the "Corporate Governance" section.

For the Board of Directors The Chairman Giovanni Tamburi

Milan, March 11, 2020

ATTACHMENTS

Declaration of the Executive Officer for Financial Reporting as per Article 81ter of Consob Regulation No. 11971 of May 14, 1999 and subsequent amendments and supplements.

• 1. The undersigned Alessandra Gritti, as Chief Executive Officer, and Claudio Berretti, as Executive Officer for financial reporting of Tamburi Investment Partners S.p.A., affirm, and also in consideration of Article 154-bis, paragraphs 3 and 4, of Legislative Decree No. 58 of February 24, 1998:
  2. the conformity in relation to the characteristics of the company and
  3. the effective application during the period of the consolidated financial statements

of the administrative and accounting procedures for the preparation of the consolidated financial statements for the year ended December 31, 2019.

No significant aspect emerged concerning the above.

• 1. We also declare that:
  2. a) the consolidated financial statements at December 31, 2019 correspond to the underlying accounting documents and records;
  3. b) the consolidated financial statements for the year ended December 31, 2019 were prepared in accordance with International Financial Reporting Standards (IFRS) and the relative interpretations published by the International Accounting Standards Board (IASB) and adopted by the European Commission with Regulation No. 1725/2003 and subsequent modifications, in accordance with Regulation No. 1606/2002 of the European Parliament and provide a true and correct representation of the results, balance sheet and financial position of Tamburi Investment Partners S.p.A.
  4. c) the Directors' Report includes a reliable analysis of the significant events in the year and their impact on the consolidated financial statements, together with a description of the principal risks and uncertainties. The Directors' Report also contains a reliable analysis of the significant transactions with related parties.

The Chief Executive Officer The Executive Officer

Milan, March 11, 2020

Attachment 1 – List of investments held

Company	Restered office		share capital	number of shares	total net equity	number of shares held	% held	share of net equity	book value in accounts
Associates
Asset Italia S.p.A. (1)	Milan
	via Pontaccio, 10	euro	3,425,114	102,425,114	261,991,585	20,788,639	20.30	53,184,292	114,193,208
Be Think, Solve, Execute S.p.A. (2)	Rome
	viale dell'Esperanto, 71	euro	27,109,165	134,897,272	43,041,054	31,582,225	23.41	10,075,911	17,772,901
Clubitaly S.r.l. (1)	Milan
	via Pontaccio, 10	euro	103,300	103,300	123,324,708	31,197	30.20	37,244,062	58,996,524
Elica S.p,A. (2)	Fabriano Ancona
	Via Ermanno Casoli, 2	euro	12,664,560	63,322,800	85,492,334	12,757,000	20.15	17,226,705	41,434,379
Gatti & Co. GmbH (2)	Frankfurt am Main
	Bockenheimer Landstr. 51-53	euro	35,700	35,700	739,671	10,700	29.97	221,679	362,224
Gruppo IPG Holding S.p.A. (2) *	Milan
	via Appiani, 12	euro	142,438	284,875	83,804,352	67,348	33.72	28,258,827	82,295,872
OVS S.p.A. (4)	Mestre Venezia
	Via Terraglio 17	euro	227,000,000	227,000,000	852,798,106	51,635,898	22.75	194,011,569	94,118,727
Palazzari & Turries Limited (3)	Hong Kong
	88 Queen's Road	euro	300,000	300,000	689,659	90,000	30.00	206,898	417,570
Roche Bobois S.A. (2)	Paris
	18 Rue De Lyon	euro	49,376,080	9,874,125	133,081,969	3,440,145	34.84	46,365,758	72,092,579
TIP-Pre Ipo S.p.A. (1)	Milan
	via Pontaccio, 10	euro	329,999	3,299,988	80,907,878	966,424	29.29	23,697,917	29,768,702

(1) Value relating to the net equity updated at 31.12.2019.

(2) Value relating to the net equity updated at 31.12.2018.

(3) Share Capital in Hong Kong dollars. Value relating to the net equity updated at 31.12.2017. The net equity was converted at the EUR/HKD rate of 0,1135 (31.12.2018).

(4) Value relating to the net equity updated at 31.1.2019.

* The fully diluted % held is 33,72%

The balance sheet values are refer to the last balance sheet filed in according to local accounting principles.

Attachment 2 - Changes in investments measured at FVOCI

						Balance at 1.1.2019			increases			descreases
in Euro		historic	fair value	increase	write-down			book value acquisition or reclassificatios	fair value	change in	decreases	fair value		reversal P/L movements	book value
			cost adjustments	(decrease)	P&L		fair value subscription		increase	consolidation area		decreases	fair value		31/12/2019
Non-listed companies
Azimut Benetti S.p.A.		38,990,000	(7,312,229)			31,677,771									31,677,771
Bending Spoons S.p.A.						0	5,023,461								5,023,461
Buzzoole Plc.		3,338,810				3,338,810	1,302,235					(1,933,287)			2,707,758
Heroes Sr.l.		706,673	10,507,718	1,800,000		13,014,391									13,014,391
ITH S.p.a.						0	16,799,591		20,488,101						37,287,692
Talent Garden S.p.A.		502,500	868,500			1,371,000	5,000,092								6,371,092
Welcome S.p.A.						0	5,850,971								5,850,971
Other equity instr. & other minor		1,255,248			(100,000)	1,155,248					(264,483)				890,765
Total non-listed companies		44,793,231	4,063,989	1,800,000	(100,000)	50,557,220	33,976,350	0	20,488,101		(264,483)	(1,933,287)	0	0	102,823,901
Listed companies	No. of shares
Alkemy S.p.A.	425,000	4,993,828	(539,828)			4,454,000						(714,000)			3,740,000
Amplifon S.p.A.	6,038,036	22,083,486	62,750,920			84,834,406			69,980,837						154,815,243
Digital Magics S.p.A.	1,684,719	9,922,048	893,848			10,815,896						(741,276)			10,074,620
Elica S.p.A.	0					0		27,234,921 (26,607,009)	14,554,241				(14,554,241)	(627,912)	0
Ferrari N.V. USD	100,000	14,673,848	11,791,782			26,465,630			17,026,341		(9,858,614)		(18,843,357)		14,790,000
Fiat Chrysler Automobiles N.V.	0	17,656,453	6,505,056	(4,258,487)		19,903,022			413,783		(13,397,966)		(6,918,839)		0
Hugo Boss AG	1,080,000		83,121,032 (33,112,717)	20,896,485		70,904,800	4,756,876				(28,476,278)	(6,714,419)	6,249,821		46,720,800
Moncler S.p.A.	2,050,000	70,444,065	28,530,576	(36,775,141)		62,199,500			23,683,432		(1,565,996)		(2,173,436)		82,143,500
OVS S.p.A.	0	12,268,197	(3,734,997)			8,533,200		4,394,392 (16,662,589)	4,834,358				(1,099,361)		0
Prysmian S.p.A. (TIP)	2,000,000	36,922,403	(7,332,423)			29,589,980	5,276,013		8,114,007						42,980,000
Prysmian S.p.A. (C3)	10,428,436					0			28,000,350	196,106,739					224,107,089
Telesia S.p.A.	230,000	300,000	(770,800)	1,492,000		1,021,200			32,200						1,053,400
Other listed companies		18,419,833	380,313		(10,446,725)	8,353,421			85,448		(4,000,756)	(71,296)	(708,869)		3,657,948
Total listed companies		290,805,193	65,361,730	(18,645,143)	(10,446,725)	327,075,057	41,662,202	(43,269,598)	166,724,997	196,106,739	(57,299,611)	(8,240,991)	(38,048,281)	(627,912)	584,082,599
Total investments		335,598,424	69,425,719	(16,845,143)	(10,546,725)	377,632,277	75,638,552	(43,269,598)	187,213,098	196,106,739	(57,564,093)	(10,174,278)	(38,048,281)	(627,912)	686,906,500

	Balance								Balance
in Euro	at 31.12.2017	purchases /	share of	increase	increase	increase		increase (write-down)	at 31.12.2018
		reclassifications	results as per	(decrease)	(decrease)	(decrease)	(decrease)	write-back
			equity method	FVOCI reserve	FVOCI reserve	other reserves
				without reversal to P/L	with reversal to P/L
Asset Italia S.p.A.	50,907,775	36,297,441	4,066,745	1,497,820	102,781				92,872,562
Be Think, Solve, Execute S.p.A.	17,206,755		1,280,629		(91,713)	(303,877)	(631,643)		17,460,151
ClubItaly S.r.l.	63,224,653		8,414,398	(99,541)					71,539,510
Clubtre S.p.A.	75,212,897		1,059,495	(38,619,031)			(1,082,788)		36,570,573
Gruppo IPG Holding S.r.l.	59,319,910		13,397,036		519,052	(3,045,427)	(1,449,905)		68,740,666
Roche Bobois S.A.	0	75,715,541	592,280		166,884		(6,912,641)		69,562,064
Tip-Pre Ipo S.p.A.	30,477,944	787,072	452,535	15,472,328	(58,904)	202,764			47,333,740
Altre collegate	783,858		(48,373)						735,485
Totale	297,133,792	112,800,054	29,214,745	(21,748,424)	638,100	(3,146,540)	(10,076,977)		404,814,751

Attachment 3 - Changes in associated companies measured under the equity method

	Balance								Balance
in Euro	at 31.12.2018	purchases	reclassifications	share of	increase	increase	increase	increase	at 31.12.2019
				results as per	(decrease)	(decrease)	(decrease)	(decrease)
				equity method	FVOCI reserve	FVOCI reserve other reserves
					without reversal to P/L with reversal to P/L
Asset Italia S.p.A.	92,872,562			6,818,921	14,283,443	218,282		0	114,193,209
Be Think, Solve, Execute S.p.A.	17,460,151			1,259,999	0	47,504	(299,944)	(694,809)	17,772,901
Clubitaly S.r.l.	71,539,510			269,004	(12,811,990)			0	58,996,524
Clubtre S.p.A. (1)	36,570,573			1,606,392	2,933,861			(41,110,826)	0
Elica S.p.A. (2)	0	273,129	41,161,250					0	41,434,379
Gruppo IPG Holding S.r.l.	68,740,666			14,112,157		477,499	381,639	(1,416,090)	82,295,871
OVS S.p.A. (2)	0	74,951,010	17,761,950	1,371,873		(67,331)	101,225	0	94,118,727
Roche Bobois S.A.	69,562,064			4,251,874		191,272	(949,389)	(963,241)	72,092,580
Tip-Pre Ipo S.p.A.	47,333,740			974,108	(8,693)	(80,451)		(18,450,001)	29,768,702
Altre collegate	735,485			44,308				0	779,793
Totale	404,814,751	75,224,139	58,923,200	30,708,637	4,396,621	786,776	(766,470)	(62,634,966)	511,452,686

(1) the decrease refers to the reclassification from associated to subsidiary

(2) the movements of the year include the reclassification from investments measured at FVOCI

Key Audit Matters	Auditing procedures performed in
	response to key audit matters
Investments in associated companies	Our audit activities included the following
measured under the equity method	procedures:
Note 13 to the consolidated financial statements "Associated companies measured under the equity method" Investments in associated companies measured under the equity method amount to Euro 511.453 thousand as of 31 December 2019 and represent 34% of total asset. In accordance with the applicable financial reporting standards, investments in associated companies are initially recognised at cost and subsequently measured under the equity method.	· understanding and evaluation of the effectiveness of internal control, with specific reference to the procedures applied by management to classify and measure investments in associated companies; analysis of contracts relating to investments and the arrangements with the other investors in the same entity, in order to verify the correct qualification of investments and consequent appropriateness of the valuation method
	adopted;
We considered the measurement of investments in associated companies a key matter in consideration of the materiality of the amounts, the presence of significant estimates and the complexity of the contractual arrangements governing those investments.	· examination of accounting documents (financial statements, trial balances, reporting packages) of associated companies at the valuation date, in order to verify the consistency of the valuation with the net equity method;
	examination of the method used to measure investments in associates whose assets mainly include investments in minority interests measured at fair value. In detail, where the investments held were in unlisted entities, our work was performed through meetings and discussion with management and involved, among other things, understanding of the valuation models adopted, discussion of the key assumptions used and evaluation of their reasonableness, as well as verification of the mathematical accuracy of the calculation models; our verifications were performed with the support of valuation experts belonging to the PwC network;
	· verification of the absence of possible impairment indicators referred to individual investments.

-

-

-

-

Audit fees and other services provided by the audit firm pursuant to Article 149 duodecies of Consob Issuers' Regulation.

In accordance with Article 149 duodecies of the Consob Issuer's Regulations the information in relation to the fees paid to the audit firm PricewaterhouseCoopers S.p.A. and to its related network is reported in the table below:

• 1) Audit services, which include:
  • the audit of the annual accounts for the expression of a professional opinion;
  • the audit of the interim accounts.
• 2) Certification services, which include assignments in which the auditor evaluates a specific aspect, whose scope is made by another party responsible, through appropriate criteria, in order to express a conclusion on the level of reliability in relation to this specific aspect. This category also includes services related to accounting controls.

The amounts reported in the table, relating to the year 2019, are those contractually agreed, including any inflation rises (not including travel, contributions and V.A.T.). In accordance with the regulation, fees paid to any secondary auditors or their respective networks are not included.

	Type of service	Service provider	Recipient of service	Fees (Euro)
• • •	Separate Financial statements Consolidated financial statements Limited audit procedures on the half-year financial statements	PWC S.p.A.	Tamburi Investment Partners S.p.A.	52,500 5,000 16,000
	TOTAL TIP			73,500
•	Audit appointments in subsidiaries/associates	PWC S.p.A.		90,000
	TOTAL			163,500
•	Certification appointments	PWC S.p.A.	Tamburi Investment Partners S.p.A.	35,000

The amounts above do not include expenses and Consob contributions.

2019 Separate financial statements of tamburi investment partners s.p.a.

(in Euro)	2019	of which related parties	2018	of which related parties	Note
Revenue from sales and services	6,853,118	3,400,973	10,001,371	6,550,119	4
Other revenue	212,698		1,048,781
Total revenue	7,065,816		11,050,152
Purchases, service and other costs	(2,896,344)	79,701	(2,238,071)	158,600	5
Personnel expense	(20,267,360)		(18,385,432)		6
Amortisation, depreciation & write-downs	(356,399)		(58,739)
Operating Loss	(16,454,287)		(9,632,090)
Financial income	31,372,094	5,219,097	15,341,273	2,060,258	7
Financial charges	(12,409,861)		(7,768,063)		7
Profit/(loss) before taxes	2,507,946		(2,058,880)
Current and deferred taxes	1,889,509		(352,489)		8
Profit / (loss)	4,397,455		(2,411,369)

Income Statement Tamburi Investment Partners S.p.A. (1)

(1) The income statement was drawn up as per IFRS 9. At December 31, 2019 does not reflect the income and capital gains of over Euro 37.5 million, which did not pass through the income statement, but were transferred directly through equity to retained earnings.

Comprehensive Income Statement
Tamburi Investment Partners S.p.A.

(in Euro)	2019	2018	Note
Profit / (loss)	4,397,455	(2,411,369)
Other comprehensive income items
Income through P&L
Increases/decreases in the value of current financial assets measured at FVOCI	1,626,529	(2,145,462)	21
Unrealised profit/(loss)	1,733,312	(2,310,840)
Tax effect	-106,784	165,378
Income/(loss) not through P&L
Employee benefits	-15,158	(14,459)
Increase/decrease investments measured at FVOCI	150,625,874	(11,715,999)	13
Profit/(loss)	152,394,833	(11,395,095)
Tax effect	-1,768,959	(320,904)
Other components
Total other comprehensive income items	152,237,245	13,875,920
Total comprehensive income	156,634,700	(16,287,289)

		of which		of which
(in Euro)	Dec. 31, 2019	related parties	Dec. 31, 2018	related parties	Note
Non-current assets
Property, plant and equipment	113,616		96,676		9
Right-of-use	2,896,989		0		2
Goodwill	9,806,574		9,806,574		10
Other intangible assets	26,906		125		10
Investments in subsidiaries	58,399,591		11,010,629		11
Investments in associated companies	319,486,409		225,223,105		12
Investments measured at FVOCI	420,650,483		343,452,773		13
Financial receivables measured at amortised cost	38,237,287	30,823,957	31,260,124	24,463,957	14
Financial assets measured at FVTPL	3,217,817		20,395,298		15
Tax receivables	608,269		310,338		16
Total non-current assets	853,443,941		641,555,642
Current assets
Trade receivables	874,534	590,540	4,931,106	4,559,129	18
Current financial receivables measured at amortised
cost	2,278,383	2,262,732	9,519,333	9,519,333	19
Derivative instruments	923,063		0		20
Current financial assets measured at FVOCI	96,688,111		45,227,977		21
Cash and cash equivalents	171,265,565		1,563,814		22
Tax receivables	735,606		683,898		16
Other current assets	239,546		351,410
Total current assets	273,004,808		62,277,538
Total assets	1,126,448,749		703,833,180
Equity
Share capital	89,441,422		85,509,667		23
Reserves	355,321,314		235,115,967		24
Retained earnings/(accumulated losses)	186,777,132		170,289,973		24
Profit/(loss)	4,397,455		(2,411,369)
Total Equity	635,937,323		488,504,238
Non-current liabilities
Post-employment benefits	342,039		306,489		25
Derivative instruments	3,709,973		0		26
Financial payables	351,718,955		99,555,085		27
Financial liabilities for leasing	2,627,341		0		2
Deferred tax liabilities	0		0		17
Total non-current liabilities	358,398,308		99,861,574
Current liabilities
Trade payables	708,712	23,126	555,929	70,900
Current financial liabilities	112,274,499		97,538,156		28
Current financial liabilities for leasing	269,648		0		2
Tax liabilities	68,369		542,288		29
Other liabilities	18,791,890		16,830,995		30
Total current liabilities	132,113,118		115,467,368
Total liabilities	490,511,426		215,328,942
Total equity & liabilities	1,126,448,749		703,833,180

Balance Sheet Tamburi Investment Partners S.p.A.

Statement of changes in Equity

(in Euro)

	Share	Share	Legal	Revaluation	FVOCI reserve	FVOCI reserve	Treasury	Other	IFRS	Merger	Retained	Result	Equity
	Capital	premium	reserve	reserve	without reversal	with reversal	shares	reserves	reserve	surplus	earnings	for the period
		reserve		AFS Financial	to profit and loss	to profit and loss	reserve		business
				assets					combination
At January 1, 2018 separate	83,231,972		165,620,741 15,371,147	121,246,248			(11,991,347)		5,473,774 (483,655)		5,060,152 64,414,353		67,014,693 514,958,078
Adjustments for IFRS 9 adoption				(121,246,248)	120,725,151	521,097					18,184		18,184
Equity adjusted after IFRS 9 adoption	83,231,972		165,620,741 15,371,147	0	120,725,151	521,097	(11,991,347)		5,473,774 (483,655)		5,060,152 64,432,537		67,014,693 514,976,262
Change in fair value of investments
measured at FVOCI					(11,715,999)								(11,715,999)
Change in fair value of current financial assets measured at FVOCI						(2,145,462)							(2,145,462)
Employee benefits								(14,459)					(14,459)
Total other comprehensive income items					(11,715,999)	(2,145,462)							(13,875,920)
Profit/(loss) 2018													(2,411,369) (2,411,369)
Total comprehensive income					(11,715,999)	(2,145,462)							(2,411,369) (16,287,289)
Reversal of Fv reserve due to capital gain realised					(51,073,962)						51,073,962		0
Allocation profit 2017			1,275,247								65,739,446	(67,014,693)	0
Dividends distribution											(10,955,972)		(10,955,972)
Warrant exercise	2,277,695	17,652,137											19,929,832
Acquisition of treasury shares		(14,574)					67,801	(24,337)					28,890
Sale of treasury shares							(19,187,485)						(19,187,485)
At December 31, 2018 separate		85,509,667 183,258,304 16,646,394		0	57,935,190	(1,624,365)	(31,111,031)		5,434,978 (483,655)		5,060,152 170,289,973		(2,411,369) 488,504,238

	Share	Share	Legal	Revaluation	FVOCI reserve	FVOCI reserve	Treasury	Other	IFRS	Merger	Retained	Result	Equity
	Capital	premium	reserve	reserve	without reversal	with reversal	shares	reserves	reserve	surplus	earnings	for the period
		reserve		AFS Financial	to profit and loss	to profit and loss	reserve		business
				assets					combination
At January 1, 2019 separate		85,509,667 183,258,304 16,646,394		0	57,935,190	(1,624,365)	(31,111,031)		5,434,978 (483,655)		5,060,152 170,289,973		(2,411,369) 488,504,238
Change in fair value of investments
measured at FVOCI					150,625,874								150,625,874
Change in fair value of current financial assets measured at FVOCI						1,626,529							1,626,529
Employee benefits								(15,158)					(15,158)
Total other comprehensive income items					150,625,874	1,626,529		(15,158)					152,237,245
Profit/(loss) 2019													4,397,455 4,397,455
Total comprehensive income					150,625,874	1,626,529		(15,158)					4,397,455 156,634,700
Reversal of Fv reserve due to capital gain realised					(37,553,535)						37,553,535		0
Change in oher reserves								(7)					(7)
Dividends distribution											(11,072,967)		(11,072,967)
Warrant exercise	3,931,755	33,873,580											37,805,335
Allocation profit 2018			455,539								(2,866,908)	2,411,369	0
Stock Option exercise								(4,219,050)			(7,126,500)		(11,345,550)
Allocation of Units related to performance shares								212,706					212,706
Acquisition of treasury shares							(25,489,792)						(25,489,792)
Sale of treasury shares		(733,571)					2,057,893	(635,662)					688,660
At December 31, 2019 separate	89,441,422		216,398,313 17,101,933	0	171,007,529	2,164	(54,542,930)		777,807 (483,655)		5,060,152 186,777,133		4,397,455 635,937,323

Statement of Cash Flow Tamburi Investment Partners S.p.A.

euro thousands		2019	2018
	OPENING NET CASH AND CASH EQUIVALENTS	(58,343)	(16,616)
	CASH FLOW FROM OPERATING ACTIVITIES
Profit/(loss)		4,397	(2,411)
Amortisation & Depreciation		61	29
Write-downs/(revaluation) of investments		0	0
debts)	Write-downs/(revaluation) of current financial assets (doubtful	0	0
Financial income and charges		(3,348)	0
Changes in "employee benefits"		20	(1)
Changes for per performance shares		214	0
Stock option charges		0	0
Interest on loans and bonds		6,339	5,899
Change in deferred tax assets and liabilities		(1,876)	(295)
		5,807	3,222
Decrease/(increase) in trade receivables		4,057
Decrease/(increase) in other current assets		112
		(350)
Decrease/(increase) in tax receivables Decrease/(increase) in financial receivables		18,711
		(49,727)
Decrease/(increase) in other current asset securities			(4,202) (87) (258) (7,000) (9,164) 179
(Decrease)/increase in trade payables	(Decrease)/increase in financial payables and derivative	153 313	(5,740)
instrument (Decrease)/increase in tax payables		(474)	212
(Decrease)/increase in other current liabilities		1,961	3,017

Cash flow from investing activities	(60,127)	(489)
Disposals	95,821	100,930
Investments	(161,052)	(107,172)
Dividends from subsidiary and associated companies	5,209	5,723
Financial assets
Investments / divestments	(105)	(29)

	euro thousands	2019	2018
D.-	CASH FLOW FROM
	FINANCING ACTIVITIES
	Loans
	New loans	349,746	0
	Repayment of loans	(34,338)	(5,000)
	Interest paid on loans and bonds	(5,284)	(6,233)
	Share capital
	Share capital increase and capital contributions on account	37,805	19,930
	Changes from purchase/sale of treasury shares	(25,490)	(19,159)
	Payment of dividends	(11,073)	(10,955)
	Change in reserves	(10,657)	0
	Cash flow from financing activities	300,709	(21,417)
E.-	NET CASH FLOW FOR THE YEAR	221,146	(41,727)
F.	CLOSING CASH AND CASH EQUIVALENTS	162,803	(58,343)
	The breakdown of the net available liquidity was as follows:
	Cash and cash equivalents	171,266	1,564
	Bank payables due within one year	(8,463)	(59,907)
	Closing cash and cash equivalents	162,803	(58,343)

EXPLANATORY NOTES TO THE 2019 SEPARATE FINANCIAL STATEMENTS

(1) Activities of the Company

TIP is an independent investment/merchant bank focused principally on Italian medium-sized companies, with a particular involvement in:

• 1. investments: as an active shareholder in companies (listed and non-listed) capable of achieving "excellence" in their relative fields of expertise;
• 1. advisory: corporate finance operations, in particular acquisitions and sales through the division Tamburi & Associati (T&A).

(2) Accounting standards

The company was incorporated in Italy as a limited liability company and with registered office in Italy.

The company was listed in November 2005 and on December 20, 2010 Borsa Italiana S.p.A. assigned the STAR classification to TIP S.p.A. ordinary shares.

The present financial statements at December 31, 2019 were prepared in accordance with IFRS as separate financial statements as presented together with the consolidated financial statements at the same date. These financial statements were approved by the Board of Directors on March 11, 2020, who authorised their publication.

The financial statements at December 31, 2019 were prepared in accordance with the goingconcern concept and in accordance with International Financial Reporting Standards and International Accounting Standards (hereafter "IFRS", "IAS" or international accounting standards) issued by the International Accounting Standards Boards (IASB) and the relative interpretations of the International Financial Reporting Interpretations Committee (IFRIC), and adopted by the European Commission with Regulation No. 1725/2003 and subsequent modifications, in accordance with Regulation No. 1606/2002 of the European Parliament.

The financial statements in accordance with IAS1 are comprised of the income statement, the comprehensive income statement, the statement of financial position, the change in shareholders' equity, the statement of cash flows and the explanatory notes, together with the Directors' Report. The financial statements were prepared in units of Euro, without decimal amounts.

The accounting policies and methods utilised for the preparation of these separate financial statements, for which reference should be made to the consolidated financial statements except where indicated herein, have changed from those utilised for the preparation of the consolidated financial statements for the year ended December 31, 2018, mainly due to application from January 1, 2019 of IFRS 16, as outlined in detail in the paragraph "new accounting standards". The investments in subsidiaries and associates are measured under the cost method adjusted for any loss in value.

The periodic test of the Investments, required by IAS 36, is made in the presence of an "Impairment indicator" which may consider that the assets have incurred a loss in value.

Associated companies are companies in which the Group exercises a significant influence on the financial and operating policies, although not having control. Significant influence is presumed when between 20% and 50% of voting rights is held in another entity.

The income statement, the comprehensive income statement and the statement of cash flows for the year 2018 and the statement of financial position at December 31, 2018 were utilised for comparative purposes.

During the year, no special circumstances arose requiring recourse to the exceptions allowed under IAS 1.

The preparation of the separate financial statements at December 31, 2019 requires the formulation of valuations, estimates and assumptions which impact the application of the accounting principles and the amounts of the assets, liabilities, costs and revenues recorded in the financial statements. These estimates and relative assumptions are based on historical experience and other factors considered reasonable. However, it should be noted as these refer to estimates, the results obtained will not necessarily be the same as those represented. The estimates are used to value the provisions for risks on receivables, measurement at fair value of financial instruments, impairment tests, employee benefits and income taxes.

New accounting standards

New accounting standards, amendments and interpretations applicable for periods beginning January 1, 2019

• IFRS 16 "Leases": the standard replaces IAS 17, with the principal new issue concerning the obligation of the company to recognise in the statement of financial position all rental contracts as assets and liabilities, taking account of the substance of the operation and the contract.
• In June 2017, the IASB issued amendments to the interpretation IFRIC 23 relating to considerations on uncertainties on the treatment of income taxes. The document has the objective to provide clarifications on how to apply the recognition and measurement criteria within IAS 12 in the case of uncertainty on the treatment for the determination of income taxes.
• In October 2017, the IASB issued the Amendment to IFRS 9 concerning some issues on the application and classification of IFRS 9 "Financial instruments" in relation to certain financial assets with the possibility of advance repayment. In addition, IASB clarified some aspects on the accounting of financial liabilities following some amendments.
• In October 2017, the IASB issued the Amendment to IAS 28 which clarifies the application of IFRS 9 for long-term interests in subsidiaries or joint ventures included in investments in these entities for which the equity method is not applied.
• In December 2017, the IASB published a series of annual amendments to IFRS 2015–2017 applicable from January 1, 2019. The amendments concern: IFRS 3 – Business Combinations, concerning the accounting treatment of the share previously held in the joint operation after obtaining control; IFRS 11 – Joint Arrangements, concerning the accounting treatment of the share previously held in the joint operation after obtaining control; IAS 12 – Income Tax, concerning the classification of tax effects related to the payment of dividends and IAS 23 – Borrowing costs, concerning financial charges admissible for capitalisation.
• In February 2018, the IASB issued an amendment to IAS 19 which sets out how to calculate pension expenses in the case of a change, reduction or settlement of an existing defined benefits plan. In particular, the document requires the use of updated actuarial assumptions in calculating the cost for the provision of current labour and the net financial expenses for the period subsequent to the event.

The application of the amendments to the existing accounting standards reported above do not have a significant impact on the Group consolidated financial statements. The IFRS 16 impacts are outlined below.

Adoption of the new accounting standard IFRS 16

As illustrated previously, the TIP Group adopted IFRS 16 for the preparation of the financial statements for periods which commence from January 1, 2019 and thereafter. This resulted in a change in the accounting policies and criteria used from those applied for the preparation of the financial statements at December 31, 2018.

In accordance with that required for the transition to IFRS 16, the company adopted the modified retrospective approach which does not require the reclassification of the comparative period. It also adopted the option to recognise usage right assets at a value equal to the initial recognition value of liabilities for leasing, calculated as the present value of the relative future payments discounted at the marginal debt rate. Therefore, the 2018 comparative figures have not been adjusted and there were no impacts on the January 1, 2019 shareholders' equity.

The adoption of IFRS 16 from January 1, 2019 had a slight impact on the consolidated financial statements, with the recognition at January 1, 2019 of right-of-use assets and liabilities for leasing of Euro 1,471,407, while in the year lease charges for the period were not recognised to the income statement, of Euro 318,463, while the amortisation of the usage value of leasing contracts was recognised for Euro 295,665, in addition to the financial charges relating to the liabilities for leasing of Euro 22,071. The account increased in the year following the signing of lease contract extensions.

Euro	Right-of-use
Value at January 1, 2019	1,471,407
Increases	1,721,247
Decreases	0
Decrease depreciation provision	0
Depreciation	(295,665)
Net value at December 31, 2019	2,896,989

Following the adoption of IFRS 16, financial liabilities were also recognised at January 1, 2019 of Euro 1,471,407. The account increased in the year, net of payments made and interest matured, following the signing of lease contract extensions.

New standards, amendments to existing standards and interpretations applicable for periods subsequent to January 1, 2019 and not yet adopted by the Group

• Amendments to IFRS 10 and IAS 28: the amendments introduced better define the accounting treatment of gains or losses from transactions with joint ventures or associated companies measured at equity. At the date of these consolidated financial statements, the date from which the new provisions will apply has not been postponed indefinitely.
• On May 18, 2017, the IASB published IFRS 17 Insurance Contracts. The standard has the objective to improve investors' understanding of the exposure to risk, earnings and the financial position of insurers. This standard will be adopted from January 1, 2021, except for any deferments following endorsement of the standard by the European Union, not yet implemented at the present consolidated reporting date. Advance application of this standard is permitted.
• In March 2018, the IASB published the reviewed version of the Conceptual Framework for Financial Reporting ("Conceptual Framework"). Simultaneously, it published a document updating the references in IFRS to the previous Conceptual Framework. The new references will be effective from the preparation of the financial statements for periods beginning January 1, 2020, except for any deferments following endorsement of the document by the European Union, not yet implemented at the present consolidated reporting date.
• Amendment to IFRS 3 "Business Combinations". On October 22, 2018, the IASB published this amendment to aid in determining whether a transaction is an acquisition or a business or of a group of assets that does not meet the definition of a business provided in IFRS 3. The amendments will be applied from January 1, 2020, except for any deferments following endorsement of the document by the European Union, not yet implemented at the date of these consolidated financial statements. Advance application of this standard is permitted.
• Amendments to IAS 1 and IAS 8 "Definition of Material". On October 31, 2018, the IASB published this amendment to clarify the definition of "material" in order to aid companies in assessing whether information is to be included in the financial statements. The amendments will be applied from January 1, 2020, except for any deferments following endorsement of the document by the European Union, not yet implemented at the date of these consolidated financial statements. Early application is however permitted.
• Amendments to IFRS 9, IAS 39 and IFRS 7: Interest Rate Benchmark Reform. On September 26, 2019, the IASB published these amendments with the objective of providing useful financial information to companies during the period of uncertainty arising from the phasing out of interest rate parameters such as interbank offered rates (IBORs); they amend some specific hedge accounting requirements to mitigate potential effects arising from the uncertainty caused by the IBOR reform. In addition, the amendments require companies to provide additional information to investors about their hedging relationships that are directly affected by these uncertainties. The amendments will be applied from January 1, 2020, except for any deferments following endorsement of the document by the European

Union, not yet implemented at the date of these consolidated financial statements. Early application is however permitted.

On the basis of the analyses conducted, significant effects are not expected from the introduction of the standard on the Group's consolidated financial statements.

(3) Presentation

The choices adopted relating to the presentation of the financial statements is illustrated below:

• IAS requires alternatively classification based on the nature or destination of the items. The Company chose the classification by nature of income and expenses;
• statement of financial position: in accordance with IAS 1, the assets and liabilities should be classified as current or non-current or, alternatively, according to the liquidity order. Company chose the classification criteria of current and non-current;
• statement of changes in shareholders' equity, prepared in accordance with IAS 1;
• cash flow statement: in accordance with IAS 7 the cash flow statement reports cash flows during the period classified by operating, investing and financing activities, based on the indirect method.

(4) Segment disclosure

The company undertakes investment banking and merchant banking activities. Top management activity in the above-mentioned areas, both at marketing contact level and institutional initiatives and direct involvement in the various deals, is highly integrated. In addition, execution activity is also organised with the objective to render the "on-call" commitment of advisory or equity professional staff more flexible.

In relation to this choice it is almost impossible to provide a clear representation of the separate financial economic impact of the different areas of activity, as the breakdown of the personnel costs of top management and other employees on the basis of a series of estimates related to parameters which could be subsequently superseded by the actual operational activities would result in an extremely high distortion of the level of profitability of the segments of activity.

In the present financial statements only details on the performance of the "revenues from sales and services" component is provided, related to the sole activity of advisory, excluding therefore the account "other revenues".

Euro	2019	2018
Revenue from sales and services	6,853,118	10,001,371
Total	6,853,118	10,001,371

Revenues are highly dependent on the timing of success fee maturation, whose distribution varies throughout the year. 2018 revenues included approximately Euro 4 million of variable income from an associated company.

(5) Purchases, service and other costs

The account comprises:

Euro		2019	2018
1.	Services	1,789,249	1,606,427
2.	Rent, leasing and similar costs	0	360,743
3.	Other charges	1,107,095	270,901
	Total	2,896,344	2,238,071

Service costs mainly relate to general and commercial expenses, banking commissions on the sale of listed shares and professional and legal consultancy. They include Euro 91,182 of audit fees and Euro 74,000 of emoluments of the Board of Statutory Auditors and the Supervisory Board. Other charges principally include non-deductible VAT and other tax charges.

The 2018 costs included rental charges that from 2019, following the adoption of IFRS 16, are no longer recorded as rent, leasing and similar costs.

(6) Personnel expense

The account comprises:

Euro	2019	2018
Wages and salaries	1,396,320	1,050,311
Social security charges	440,544	387,833
Directors' fees	18,148,286	16,883,067
Charge for assignment of performance shares	212,706	0
Post-employment benefits	69,504	64,221
Total	20,267,360	18,385,432

The account "Wages and salaries" and "Directors' fees" include fixed and variable remuneration matured in the period. A pro-forma calculation was applied to the variable remuneration of the executive directors, as approved by the Board of Directors, on the proposal of the Remuneration Committee and with the opinion of Board of Statutory Auditors.

The cost includes, in addition, Euro 212,706 of charges relating to the assignment of 2,500,000 Units under the "2019-2021 Performance Shares Plan". In line with IFRS 2, the Units allocated were measured according to the equity settlement method. The fair value of the option was measured utilising the applicable valuation method, taking into account the terms and conditions by which the Units were allocated.

"Post-employments benefits" are updated based on actuarial valuations, with the gains or losses recognised through equity.

At December 31, 2019, the number of TIP employees was as follows:
-------------------------------------------------------------------	--

	Dec. 31, 2019	Dec. 31, 2018
White collar & apprentices	9	11
Managers	1	1
Executives	4	3
Total	14	15

The Chairman/CEO and Vice Chairman/CEO are not employees either of TIP or of Group companies.

(7) Financial income/(charges)

The account comprises:
Euro	2019	2018
1. Investment income	10,942,623	6,591,808
3. Other income	20,429,471	8,749,465
Total financial income	31,372,094	15,341,273
4. Interest and other financial charges	(12,409,861)	(7,768,063)
Total financial charges	(12,409,861)	(7,768,063)

(7).1. Investment income

In 2019 investment income concerns dividends received from the following investees:

Euro
Tip Pre-IPO	4,003,895
Hugo Boss AG	2,578,500
Amplifon S.p.A.	845,325
Moncler S.p.A.	820,000
Prysmian S.p.A.	754,220
BE S.p.A.	694,809
TXR S.p.A.	510,000
Other	735,874
Total	10,942,623

(7).2. Other income

They include mainly, for Euro 16,928,478, the effect from the fair value measurement of the shares held by TIP in Furla from the conversion of the Convertible Bond Loan and sold in 2019, for Euro 2,193,153, changes to the fair value of financial assets measured at FVTPL, consisting of convertible bond loans and derivative instruments, for Euro 1,163,776 income and interest matured on the financial receivables and on securities, in addition to exchange gains of Euro 144,064.

(7).3. Interest and other financial charges

Euro	2019	2018
Interest on bonds	5,696,074	5,057,009
Other	6,713,787	2,711,054
Total	12,409,861	7,768,063

In December the issue of a five-year bond with a value of Euro 300 million, an annual fixed coupon of 2.5% and an issue price of 99.421 was finalised. The bonds, which are unrated, are listed on the Euro MTF Market of the Luxembourg Stock Exchange and Borsa Italiana's MOT Professional segment. The proceeds of this bond issue were temporarily invested in listed bonds.

"Interest on bonds" refers for Euro 5,142,900 to the pre-existing 2014-2020 TIP Bond of Euro 100 million and for Euro 553,174 the new 2019-2024 TIP Bond of Euro 300 million, calculated according to the amortised cost method, applying the effective interest rate.

The "Other" account includes for Euro 1,503,257 bank interest on loans and for Euro 5,181,221 other financial charges, including the adjustment to fair value of a derivative instrument for Euro 3,396,973 and the recognition for Euro 627,912 of the negative differential between the closed market purchase price of a listed share and the corresponding market price on the same date.

(8) Current and deferred taxes

The breakdown of income taxes is as follows:

Euro	2019	2018
Current taxes	(13,769)	513,758
Deferred tax charge	(344,181)	(626,073)
Deferred tax income	(1,531,559)	464,804
Total	1,889,509	358,489

Deferred taxes recognised directly to equity

The company recognized a net increase in deferred tax liabilities amounting to Euro 1, 875,741 directly in equity in relation to the change in the value of equity investments taken to OCI.

(9) Property, plant and equipment

The following table illustrates the changes in the account:

Euro	Other assets
NBV at December 31, 2017	124,017
Increases	29,216
Decreases	0
Decrease depreciation provision	0
Depreciation	(56,557)
NBV at December 31, 2018	96,676
Increases	67,957
Decreases	0
Decrease depreciation provision	0
Depreciation	(51,017)
NBV at December 31, 2019	113,616

The increase in "Other Assets" mainly refers to the purchase of EDP, furniture and fittings and mobile telephones.

(10) Goodwill and other intangible assets

"Goodwill" for Euro 9,806,574 refers to the incorporation of the subsidiary Tamburi & Associati S.p.A. into TIP S.p.A. in 2007.

In accordance with IAS 36 the value of goodwill, having an indefinite useful life, is not amortised, but subject to an impairment test, made at least annually.

The recoverable value is estimated based on the value in use, calculated using the following assumptions:

• forecast of normalised perpetual cash flows of the advisory activity;
• terminal value based on a "perpetual" of by 1.1%;
• discount rate corresponding to the cost of capital ("ke unlevered") equal to 7.23%.

with the conclusion that the value attributed is appropriate and recoverable.

The following illustrates the changes in "Other intangible assets":

	Industrial patents	Concessions,	Other	Total
	and intellectual property rights	licences and trademarks
Euro NBV at December 31, 2017	2,213	94	0	2,307
Increases	0	0	0	0
Decreases	0	0	0	0
Amortisation	(2,143)	(39)	0	(2,182)
NBV at December 31, 2018	70	55	0	125
Increases	17,310	0	19,188	36,498
Decreases	0	0	0	0
Amortisation	(5,840)	(39)	(3,838)	(9,717)
NBV at December 31, 2019	11,540	16	15,350	26,906

(11) Investments in subsidiaries

This relates to the investment in the subsidiaries Clubdue S.r.l., Clubtre S.p.A; StarTIP S.r.l. and TXR S.r.l.

The details of the subsidiaries were as follows:

	Reg.		Number of	Number of shares
Company	Office	Share capital	shares	held	% held
Clubdue S.r.l.	Milan	10,000	10,000	10,000	100%
Clubtre S.p.A. (1)	Milan	120,000	120,000	45,207	37.67%
StarTIP S.r.l.	Milan	50,000	50,000	50,000	100%
TXR S.r.l.	Milan	100,000	100,000	51,000	51.00%

(1) Clubtre holds 51,738 treasury shares and consequently the fully diluted holding is 66.23%.

The company Clubtre S.p.A. became a subsidiary following the acquisition in July, with an additional investment of Euro 21.2 million (of which 2,822,292 to sub-enter shareholder loans), of a further stake of 13.05% in the company, adding to the existing stake of 24.62%. Following this transaction, TIP therefore holds 37.67% of Clubtre's shares, representing 66.23% of the shares which may exercise voting rights at Clubtre, net of the treasury shares.

The company Clubdue S.r.l. was incorporated in 2017 and is currently not operational.

The movements in the year were as follows:

	Increases/
Euro	Dec. 31, 2018 Reclassifications		(decreases)	Write-downs	Dec. 31, 2019
Clubdue S.r.l.	10,000	0	30,000	(29,310)	10,690
Clubtre S.p.A. (1)	0	24,021,839	18,366,433	0	42,388,272
StarTIP S.r.l.	1,727,085	0	5,000,000	0	6,727,085
TXR S.r.l.	9,273,544	0	0	0	9,273,544
Total	11,010,629	24,021,839	23,447,433	(29,310)	58,399,591

The increases relating to Clubdue and StarTIP refer to capital contributions. The write-down of Clubdue aligns the book value with the corresponding value of equity net of the subsidiary's accumulated losses.

(12) Investments in associated companies

On March 11, 2019 TIP acquired the entire equity investment held by Gruppo Coin S.p.A. (a

company indirectly controlled by BC Partners funds and in which interests were held by the management of OVS S.p.A.) in OVS, amounting to 40,485,898 shares accounting for 17.835% of the share capital for the price of Euro 1.85 per share and a total price of Euro 74,898,911.30. As a result of this acquisition, TIP, which had previously held an interest of approximately 4.912%, increased its total investment to 22.747%, with a total pay-out of Euro 91.6 million. The reclassification of the investment to associated companies resulted in the recording of the increase in the fair value recognised on the portion of the investment previously held until the acquisition date in a similar manner to that which would be applied for the holding's divestment. Therefore, having ascertained significant influence, the cumulative fair value increase of approximately Euro 1.1 million, recognised to the OCI reserve, has been recognised to retained earnings under equity as per IFRS 9; the investment previously classified to "Investments valued at FVOCI" was reversed and was recognised to "associated companies measured under the equity method" for an amount of Euro 92,660,939.

The company Clubtre S.p.A. was reclassified from associated companies to subsidiaries following the acquisition in July of an additional holding of 13.05% in the company, further to the existing 24.62% stake. Following this transaction, TIP holds 37.67% of Clubtre's shares, representing 66.23% of the shares which may exercise voting rights at Clubtre, net of the treasury shares.

Also in July 2019, TIP acquired from Whirlpool EMEA S.p.A. its total stake in Elica S.p.A. (a company listed on the STAR segment of Borsa Italiana), comprising 7,958,203 ordinary shares representing 12.568% of the share capital, for consideration of Euro 15,916,406. The agreements reached by TIP and the seller include a commitment not to sell such shares to certain competitors of Whirlpool for 12 months from the closing date. Moreover, TIP signed a shareholder agreement with FAN S.r.l., a controlling shareholder of Elica, to establish a medium-term strategic alliance. Finally, to further seal the agreements reached, TIP agreed with Elica the acquisition of all of the treasury shares owned (equal to 2.014% of the share capital), at the same price per share agreed with Whirlpool EMEA S.p.A., with an additional investment of Euro 2.5 million. Overall, a 14.582% stake in Elica was acquired in this phase. Subsequently, Elica share purchases continued. In November, the 20% threshold of capital was exceeded. The consequent reclassification of the investment to associated companies resulted in the recording of the increase in the fair value recognised on the portion of the investment held until the acquisition date in a similar manner to that which would be applied for the holding's divestment. Therefore, having ascertained significant influence, the cumulative fair value increase of approximately Euro 14.5 million, recognised to the OCI reserve, was reclassified as retained earnings under equity as per IFRS 9; the investment previously classified to "Investments valued at FVOCI" was reversed and was recognised to "associated companies measured under the equity method".

The investments in associated companies refer to:

• for Euro 86,197,441 the company Asset Italia S.p.A., investment holding which gives shareholders the opportunity to choose for each proposal their individual investments. The equity and results relating to Asset Italia 1 S.r.l., vehicle company for the investment in Alpitour, refer for 99% to the tracking shares issued in favour of the shareholders which subscribed to the initiative and for 1% to Asset Italia, or rather to all the ordinary shares. The increase for purchases concerns the subscription to the share capital increase of Asset Italia for an additional investment in Alpitour through Asset Italia 1, undertaken in July. Following this investment, TIP's share of the shares tracking the investment in Alpitour at December 31, 2019 was equal to 35.81%. Similarly, the equity and results relating to Asset Italia 2 S.r.l., vehicle company for the investment in Ampliter, refer for 99% to the tracking shares issued in 2018 in favour of the shareholders which subscribed to the initiative and for 1% to Asset Italia, or rather to all the ordinary shares. TIP's share of the shares tracking the investment in Ampliter is equal to 20%.

• for Euro 92,712,960 to the investment in OVS S.p.A. TIP held a stake in OVS at December 31, 2018 classified under investments valued at FVOCI. On acquisition the investment was reclassified and recorded under associated companies at fair value at that date;

• for Euro 41,434,379 the investment in Elica S.p.A. The company was initially classified under investments measured at FVOCI and subsequently on the acquisition as an associated company reclassified at fair value at that date;
• for Euro 37,436,400 the company Clubitaly S.p.A., with a 19.74% stake in Eataly Distribuzione S.r.l. TIP holds 30.20% in the share capital of the company;
• for Euro 36,267,851 the investment in Gruppo IPG Holding S.p.A. (company which holds the majority shareholding in Interpump Group S.p.A., to be considered a subsidiary). Changes during the year refer to the repayment of a loan as a capital contribution received by the investee;
• for Euro 16,596,459 the associated company BE S.p.A.;
• for Euro 8,340,919 the investment in TIP-Pre IPO S.p.A. During the year the company sold its holding in iGuzzini S.p.A. and finalised the withdrawal from Fimag S.p.A. receiving liquidity and Fagerhult shares (company acquiring iGuzzini). Following this transaction and having decided - according to the existing shareholder agreements - not to pursue additional investment initiatives, the company distributed the available liquidity to shareholders, continuing to hold at December 31, 2019 the investments in Chiorino, Betaclub S.r.l. and Beta Utensili S.p.A.;
• for Euro 500,000 the investments in the companies Palazzari & Turries Limited, with registered office in Hong Kong and in Gatti & Co Gmbh, with registered office in Frankfurt.

For the changes in the investments in associated companies, reference should be made to attachment 4.

(13) Investments measured at FVOCI

The account refers to minority investments in listed and non-listed companies.

Euro	Dec. 31, 2019	Dec. 31, 2018
Investments in listed companies	345,107,491	310,783,961
Investments in non-listed companies	75,542,992	32,668,812
Total	420,650,483	343,452,773

The changes in the investments measured at FVOCI are shown in Attachment 2.

The composition of the valuation methods of the non-current financial assets available for sale relating to investments in listed and non-listed companies is illustrated in the table below:

	Listed companies	Non-listed companies
Method	(% of total)	(% of total)
Listed prices on active markets (level 1)	100%	0.0%
Valuation models based on market inputs (level 2)	0.0%	57.1%
Other valuation techniques (level 3)	0.0%	42.8%
Purchase cost	0.0%	0.1%
Total	100.0%	100.0%

(14) Financial receivables measured at amortised cost

Euro	Dec. 31, 2019	Dec. 31, 2018
Financial receivables measured at amortised cost	38,237,287	31,260,124
Total	38,237,287	31,260,124

Financial receivables calculated at amortised cost principally concern the loans issued to StarTIP S.r.l. as sole shareholder for Euro 30,823,957 and Tefindue S.p.A., which holds indirectly a shareholding in Octo Telematics S.p.A., international leader in the development and management of telecommunication systems and services for the automotive sector, mainly for the insurance market, for Euro 7,131,632.

(15) Financial assets measured at FVTPL

Euro	Dec. 31, 2019	Dec. 31, 2018
Financial assets measured at FVTPL	3,217,817	20,395,298
Total	3,217,817	20,395,298

Financial assets measured at FVTPL consist at December 31, 2019 of the convertible bond issued by Tefindue S.p.A. At September 30, 2019, the right to the conversion of the Furla bond loan, previously stated in this account, matured into shares of the company, which were sold in 2019.

(16) Tax receivables

The breakdown is as follows:

Euro	Dec. 31, 2019	Dec. 31, 2018
Within one year	735,606	683,898
Beyond one year	608,269	310,338

Current tax receivables include IRES, IRAP and withholding taxes. The non-current component principally concerns withholding taxes and IRAP reimbursement request.

(17) Deferred tax assets and liabilities

The breakdown of the account at December 31, 2019 and December 31, 2018 is detailed below:

	Assets		Liabilities		Net
Euro	31/12/2019	31/12/2018	31/12/2019	31/12/2018	31/12/2019	31/12/2018
Other intangible assets	1,614	2,841			1,614	2,841
Investments measured at FVOCI			(2,757,116)	1,332,339	(2,757,116)	(1,332,339)
Current financial assets			(106,784)		(106,784)
Other assets	122,394	124,348	(8,969)	(8,969)	113,425	115,379
Other liabilities	2,748,860	1,214,119			2,748,860	1,214,119
Total	2,872,868	1,341,308	(2,872,868)	1,341,308	0	0

		Recorded	Recorded
Euro	Dec. 31, 2018	through P&L	through Equity	Dec. 31, 2019
Other intangible assets	2,841	(1,227)		1,614
Investments measured at FVOCI	(1,332,339)	344,181	(1,768,958)	(2,757,116)
Current financial assets			(106,784)	(106,784)
Other assets	115,379	(1,954)		113,425
Other liabilities	1,214,119	1,534,741		2,748,860
Total	0	1,875,741	(1,875,741)	0

The changes in the tax assets and liabilities were as follows:

(18) Trade receivables

Euro	Dec. 31, 2019	Dec. 31, 2018
Trade receivables (before doubtful debt provision)	1,042,343	5,098,915
Doubtful debt provision	(167,809)	(167,809)
Total	874,534	4,931,106
Trade receivables beyond 12 months	0	0
Total beyond 12 months	0	0

Changes in trade receivables is strictly related to the different revenue mix between success fees and service revenues. At December 31, 2018, this included approximately Euro 4 million concerning variable income from an associated company.

(19) Current financial receivables measured at amortised cost

Euro	Dec. 31, 2019	Dec. 31, 2018
Current financial receivables measured at amortised cost	2,278,383	9,519,333
Total	2,278,383	9,519,333

These mainly include loans granted to subsidiaries and associated companies.

(20) Derivative financial instruments

These amount to Euro 923,063 and refer to the options which granted TIP the right to acquire further shares in investments valued at FVOCI.

(21) Current financial assets measured at FVOCI

Euro	Dec. 31, 2019	Dec. 31, 2018
Current financial assets measured at FVOCI	96,688,111	45,227,977
Total	96,688,111	45,227,977

These concern non-derivative financial assets comprising investments in bonds for the temporary utilisation of liquidity. At December 31, 2019 a portion of the liquidity from the issue in December of the 2019-2024 TIP bond was invested in listed bonds.

(22) Cash and cash equivalents

The account represents the balance of banks deposits determined by the nominal value of the current accounts with credit institutions.

Euro	Dec. 31, 2019	Dec. 31, 2018
Bank deposits	171,259,618	1,557,434
Cash in hand and similar	5,947	6,380
Total	171,265,565	1,563,814

Cash and cash equivalents include a portion of the liquidity from the issue in December of the 2019-2024 TIP bond loan, not yet invested.

The composition of the net financial position at December 31, 2019 compared with the end of the previous year is illustrated in the table below.

Euro		Dec. 31, 2019	Dec. 31, 2018
A	Cash and cash equivalents	171,265,565	1,563,814
B	Current financial assets measured at FVOCI	96,688,111	45,227,977
C	Current financial receivables and derivatives	3,201,446	9,519,333
D	Liquidity (A+B+C)	271,155,122	56,311,214
E	Non-current financial payables	(351,718,955)	(99,555,085)
F	Non-current financial payables for leasing	(2,627,341)	-
G	Liabilities for derivatives	(3,709,973)	-
H	Current financial liabilities for leasing	(269,648)	-
I	Current financial liabilities	(112,274,499)	(97,538,156)
L	Net financial position (D+E+F+G+H+I)	(199,445,294)	(120,386,819)

The increase in the net debt follows the considerable investments finalised during the period.

Non-current financial payables mainly refer to the TIP 2019-2024 bond and bank loans. Current financial liabilities refer to the TIP 2014-2020 bond and bank payables and interest related to bonds loans matured and still not paid.

(23) Share capital

The share capital of TIP S.p.A. is composed of:

shares	number
ordinary shares	172,002,734
Total	172,002,734

On June 30, 2019, the fourth exercise period of the TIP S.p.A. 2015 - 2020 Warrants concluded, with the exercise of 7,561,067 warrants and a relative share capital increase of Euro 3,931,754.84, with the issue of 7,561,067 new ordinary TIP S.p.A. shares at a price of Euro 5.00 each, for a total value of Euro 37,805,335.00.

The share capital of TIP S.p.A. amounts therefore to Euro 89,441,421.68, represented by 172,002,734 ordinary shares.

The treasury shares in portfolio at December 31, 2019 totalled 9,756,510, equal to 5.672% of the share capital. The shares in circulation at December 31, 2019 therefore numbered 162,246,224.

No. treasury shares at	No. of shares acquired	No. of shares sold in	No. treasury shares at
December 31, 2018	in 2019	2019	December 31, 2019
5,959,178	4,182,332	385,000	9,756,510

Analysis is provided below of the statutory and tax nature of the equity accounts.

Nature/Description	Amount	Poss. of utilisation	Quota available	Utilisation in 3 previous years to cover losses	Utilisation in 3 previous years for other reasons
Share capital	89,441,442
Legal reserve	17,101,933	B	17,101,933
Share premium reserve	216,398,313	A,B	216,398,313
Fair value OCI reserve without reversal to profit or loss	171,007,529		171,007,529
OCI reserve with reversal to profit or loss	2,164
Other reserves	777,807
Merger surplus	5,060,152	A,B,C	5,060,152
Retained earnings (accum. losses)	186,777,133	A,B,C	186,777,133
IFRS business combination reserve	(483,655)
Treasury shares acquisition reserve	(54,542,930)
Total	631,539,888		596,345,060
Non-distributable quota (*)			216,398,313

A: for share capital increase, B: for coverage of losses and C: for distribution to shareholders.

* Concerns the share premium reserve (Euro 216,398,313) which, in accordance with Article 2431 of the Civil Code, may not be distributed until the legal reserve has reached the limits established by Article 2430 of the Civil Code (Euro 17,888,288).

The following additional disclosure is provided on the equity at December 31, 2019.

(24) Reserves

Legal reserve

This amounts to Euro 17,101,933, increasing Euro 455,539 following the Shareholders' Meeting motion of April 30, 2019 with regard to the allocation of the 2018 net profit.

Share premium reserve

The account amounts to Euro 216,398,313 and increased Euro 33,140,009 following the exercise of the warrants.

Fair value OCI reserve without reversal to profit or loss

The positive reserve amounts to Euro 171,007,529. This concerns the fair value changes to investments in equity, net of the relative deferred tax effect. The income and gains realised on holdings which in application of IFRS 9 were not reversed to profit or loss were reclassified from the reserve to retained earnings. The reserve includes a decline in fair values of Euro 12,985,291, which in accordance with IAS 39 would have been taken to the income statement.

For a breakdown of the fair value changes of investments in equity, reference should be made to attachment 2 and note 12.

OCI reserve with reversal to profit or loss

The negative reserve amounts to Euro 2,164. These principally concern the fair value changes of securities acquired as temporary uses of liquidity. The relative fair value was reversed to the income statement on the sale of the underlying security.

Other reserves

These amount to Euro 777,807 and include the residual reserve for stock option plans set up following the granting of options to employees and the reserve to grant Units concerning the performance shares plan.

Merger surplus

The merger surplus amounts to Euro 5,060,152. This derives from the incorporation of Secontip S.p.A. in TIP on January 1, 2011.

Retained earnings

Retained earnings amount to Euro 186,777,133 and increased, compared to December 31, 2018, for Euro 16,487,160. They include the reclassification from "Fair value OCI reserve without reversal to profit or loss" equal to Euro 37,553,535, referring to income and gains realised on investments that, in application of IFRS 9, are not reversed to profit or loss.

IFRS business combination reserve

The reserve was negative and amounts to Euro 483,655, unchanged compared to December 31, 2015.

Treasury shares acquisition reserve

The negative reserve amounts to Euro 54,542,930. This is a non-distributable reserve.

For the changes in the year and breakdown of other equity items, reference should be made to the specific statement.

(25) Post-employment benefit provisions

At December 31, 2019, the balance of the account related to the Post-Employment Benefit due to all employees of the company at the end of employment service. The liability was updated based on actuarial calculations.

Euro	Dec. 31, 2019	Dec. 31, 2018
Opening balance	306,489	307,384
Provisions in the year	69,504	64,221
Financial charges/(income)	4,955	3,883
Actuarial gains/losses	15,158	14,459
transfers to pension funds and utilisations	(54,067)	(83,458)
Total	342,039	306,489

(26) Derivative financial instruments

They refer to call options for the benefit of third parties on shares in associated companies exercisable in 2023. They are measured at their fair value and any changes are written to the income statement.

(27) Financial payables

Financial payables of Euro 351,718,955 refer to:

• for 285,108,044 the TIP 2019-2024 Bond placed in December 2019, of a nominal Euro 300,000,000. The loan, with an initial rights date of December 5, 2019 and expiry date of December 5, 2024 was issued with a discount on the par value and offers an annual coupon at the nominal gross fixed rate of 2.5%. The loan was recognised at amortised cost applying the effective interest rate which takes into account the transaction costs incurred for the issue of the bond and the bond repurchases made by the company;

• for Euro 64,729,361 a medium/long-term loan of a nominal value of Euro 65,000,000, repayable on maturity of June 30, 2022, recognised to amortised cost applying an effective interest rate which takes account of the settlement costs incurred to obtain the loan. Against the granting of this new loan, two existing loans with maturity in 2019 for an amount of approximately Euro 32.9 million were settled. The bond provides for compliance with annual financial covenants;

• for Euro 1,881,550 the long-term component of the deferred payment of the purchase price of an investment.

In accordance with the application of international accounting standards required by Consob recommendation No. DEM 9017965 of February 26, 2009 and the Bank of Italy/Consob/Isvap No. 4 of March 4, 2010, we report that this account does not include any exposure related to covenants not complied with.

(28) Current financial liabilities

The current financial liabilities of Euro 112,274,499 mainly concern:

• for 99,898,868 the TIP 2014-2020 Bond placed in December 2014, of a nominal Euro 100,000,000. The loan, with an initial rights date of April 14, 2014 and expiry date of April 14, 2020 was issued at par value and offers an annual coupon at the nominal gross fixed rate of 4.75%. The loan was recognised at amortised cost applying the effective interest rate which takes into account the transaction costs incurred for the issue of the loan; the loan provides for compliance with financial covenants on an annual basis;
• the relative interest matured on the TIP 2014-2020 bond and on the TIP 2019-2024 bond for Euro 3,913,023.
• for Euro 8,462,608 bank payables on current account lines.

In accordance with the application of international accounting standards required by Consob recommendation No. DEM 9017965 of February 26, 2009 and the Bank of Italy/Consob/Isvap No. 4 of March 4, 2010, we report that this account does not include any exposure related to covenants not complied with.

This item may be analysed as follows: Euro Dec. 31, 2019 Dec. 31, 2018 IRAP 0 397,679 VAT 0 0 Withholding taxes 68,368 144,609 Total 68,368 542,288

(29) Tax payables

(30) Other liabilities

The account mainly refers to emoluments for directors and employees.

Euro	Dec. 31, 2019	Dec. 31, 2018
Directors and employees	17,540,137	16,572,201
Social security institutions	204,047	176,048
Other	1,047,706	82,746
Total	18,791,890	16,830,995

(31) Risks and uncertainties

Management of financial risks

The Company, by nature of its activities, is exposed to various types of financial risks; in particular, to the risk of changes in market prices of investments and, marginally, to the risk of interest rates.

The policies adopted by the company for the management of the financial risk are illustrated below.

Interest rate risk

The company is exposed to the interest rate risk relating to the value of the current financial assets represented by bonds and financial receivables. As these investments are mainly temporary uses of liquidity which may be liquidated quickly, it was not considered necessary to adopt specific hedges.

Risk of change in the value of investments

The company, by nature of its activities, is exposed to the risk of changes in the value of the investments.

In relation to the listed investments at the present moment there is no efficient hedging instrument of a portfolio such as those with the characteristics of the company.

Relating to non-listed companies, the risks related:

• (a) to the valuation of these investments, in consideration of: (i) absence in these companies of control systems similar to those required for listed companies, with the consequent unavailability of information at least equal to, under a quantitative and qualitative profile, of those available for this later; (ii) the difficulties to undertake independent verifications in the companies and, therefore to assess the completeness and accuracy of the information provided;
• (b)the ability to impact upon the management of these investments and drive their growth, the prerequisite for investment, based on the company's relationships with management and shareholders and, therefore, subject to verification and the development of these relationship;
• (c) the liquidity of these investments, not negotiable on regulated markets; were not hedged through specific derivative instruments as not available. The company attempts to minimise the risk – although within a merchant banking activity and therefore by definition risky – through a careful analysis of the companies and sectors on entry into the share capital, as well as through careful monitoring of the performance of the investee companies after entry in the share capital.

A sensitivity analysis is reported below which illustrates the effects on the balance sheet, of a hypothetical change in the fair value of the instruments held at December 31, 2019 of +/-5% compared to the comparative figures for 2018.

Sensitivity Analysis	Dec. 31, 2019			Dec. 31, 2018
thousands of Euro	-5.00%	Basic	5.00%	-5.00%	Basic	5.00%
Investments in listed companies	327,852	345,107	362,362	295,245	310,784	326,323
Investments in non-listed companies	71,766	75,543	79,320	31,036	32,669	34,302
Investments measured at FVOCI	399,618	420,650	441,683	326,280	343,453	360,626
Effect on net equity	-21,033		21,033	-17,173		17,173

Credit risk

The company's exposure to the credit risk depends on the specific characteristics of each client as well as the type of activities undertaken and in any case at the preparation date of the present financial statements is not considered significant.

Before undertaking an assignment, careful analysis is undertaken on the credit reliability of the client.

Liquidity risk

The company approach in the management of liquidity guarantees, where possible, that there are always sufficient funds to meet current obligations.

Management of capital

Directors provide for maintaining high levels of own capital in order to maintain a relationship of trust with investors, allowing for future development.

The company acquired treasury shares on the market in a timely manner which depends on market prices.

Hierarchy of Fair Value as per IFRS 13

The classification of financial instruments at fair value in accordance with IFRS 13 is determined based on the quality of the input sources used in the valuation, according to the following hierarchy:

• level 1: determination of fair value based on prices listed ("unadjusted") in active markets for identical assets or liabilities. This category includes the instruments in which the TIP company operates directly in active markets (for example investments in listed companies, listed bond securities etc.);
• level 2: determination of fair value based on inputs other than the listed prices included in "level 1" but which are directly or indirectly observable (for example recent or comparable prices);
• level 3: determination of fair value based on valuation models whose input is not based on observable market data ("unobservable inputs"). These refer for example to valuations of non-listed investments based on Discounted Cash Flow valuation methods.

In accordance with the disclosures required by IFRS 13, the types of financial instruments recorded in the financial statement at December 31, 2019 are illustrated below with indication of the accounting policies applied and, in the case of financial instruments measured at fair value, of the exposure to changes in fair value (income statement or equity), specifying also the hierarchical level of fair value attributed.

The final column of the following table shows, where applicable, the fair value at the end of the period of the financial instrument.

	Accounting policies applied in accounts for financial instruments
Type of instrument				fair value
		with change in fair value recorded through:		Total		Fair value hierarchy		Amortised Invest. at		Book value at	fair value at 31.12.2019
		account	result net	fair				cost	cost	31.12.2019
(in thousands of Euro)		economic	Value	value	1	2	3
Investments measured at FVOCI			420,650	420,650						420,650	420,650
- listed companies			345,107	345,107	345,107					345,107	345,107
- non-listed companies			75,543	75,543		43,139	32,319		249	75,543	75,543
Financial assets measured at FVOCI	1		96,688	96,688	96,688					96,688	96,688
Financial receivables measured at	1							40,515		40,515	40,515
amortised cost Financial assets
measured at FVTPL (inc. derivatives)		4,141		4,141			4,141			4,141	4,141
Cash and cash equivalents	1							171,265		171,265	171,265
Non-current financial payables (inc. leasing)	2							354,346		354,346	357,582
Trade payables	1							709		709	709
Current financial liabilities (inc. leasing)	2							112,544		112,544	113,945
Financial liabilities measured at FVTPL	1	3,710		3,710			3,710			3,710	3,710
(inc. derivatives) Other liabilities	1							18,792		18,792	18,792

Note

1. For these accounts the fair value was not calculated as their carrying value approximates this value.

2. The account includes the listed bond, for which a fair value was determined at December 31, 2019.

(32) Shares held by members of the Boards and Senior Management of the Group

The following tables report the financial instruments of TIP directly and indirectly held at the end of the period, also through trust companies, communicated to the company by the members of the Board of Directors. The table also illustrates the financial instruments acquired, sold and held by the parties in 2019.

Members of the Board of Directors
Name	Office	No. of shares held at December 31, 2018	No. of shares acquired in 2019	No. of shares allocated from exercise of TIP 2019 warrant	No. of shares sold in 2019	No. of shares held at December 31, 2019
Giovanni Tamburi(1)	Chair. & CEO	12,327,151		692,650		13,019,801
Alessandra Gritti	Vice Chair. & CEO	2,032,293		200,000		2,232,293
Cesare d'Amico(2)	Vice Chair.	18,315,000	135,000	200,000		18,650,000
Claudio Berretti(3)	Dir. & Gen. Manager	1,758,580	471,420			2,230,000
Alberto Capponi	Director	0				0
Giuseppe Ferrero(4)	Director	3,179,635				3,179,635
Manuela Mezzetti	Director	0				0
Daniela Palestra	Director	0				0
Simon Paul Schapira	Director	0				0

Name	Office	No of warrants held at December 31, 2018	No. of warrants assigned in 2019	No. of warrants acquired in 2019	No. of warrants exercised in 2019	No of warrants held at December 31, 2019
Giovanni Tamburi(1)	Chair. & CEO	1,118,180		30,000	692,650	455,530
Alessandra Gritti	Vice Chair. & CEO	358,485			200,000	158,485
Cesare d'Amico(2)	Vice Chair.	2,040,000		345,000	200,000	2,185,000
Claudio Berretti	Dir. & Gen. Manager	0				0
Alberto Capponi	Director	0				0
Giuseppe Ferrero(3)	Director	0				0
Manuela Mezzetti	Director	0				0
Daniela Palestra	Director	0				0
Simon Paul Schapira	Director	0				0

(1)Giovanni Tamburi holds his investment in the share capital of TIP in part directly in his own name and in part indirectly through Lippiuno S.r.l., a company in which he holds 87.26% of the share capital.

(2)Cesare d'Amico holds his investment in the share capital of TIP through d'Amico Società di Navigazione S.p.A. (a company in which he holds directly and indirectly 50% of the share capital), through the company Fi.Pa. Finanziaria di Partecipazione S.p.A. (a company which directly holds 54% of the share capital) and through family members. (3) Claudio Berretti acquired 370,000 shares through the exercise of stock options.

(4)Giuseppe Ferrero holds his investment in the share capital of TIP directly and through family members.

The members of the Board of Statutory Auditors do not hold shares or warrants of the company.

(33) Remuneration of the Corporate Boards

The table below reports the monetary remuneration, expressed in Euro, to the members of the boards in 2019.

TIP office	Fees Dec. 31, 2019
Directors	18,148,286
Statutory Auditors	70,000

The remuneration of the Supervisory Board is Euro 4,000.

TIP also signed two insurance policies with D&O and q professional TPL in favour of the Directors and Statutory Auditors of TIP, of the subsidiaries, as well as the investees companies in which TIP has a Board representative and the General Managers and coverage for damage to third parties in the exercise of their functions.

(34) Transactions with related parties

The table reports the related party transactions during the year outlined according to the amounts, type and counterparties.

Party	Type	Value/Balance at December 31, 2019	Value/Balance at December 31, 2018
Asset Italia S.p.A.	Revenues	1,003,121	1,000,268
Asset Italia S.p.A.	Trade receivables	253,075	250,000
Asset Italia 1 S.r.l.	Revenues	3,075	820,000
Asset Italia 1 S.r.l.	Trade receivables	3,075	-
Asset Italia 2 S.r.l.	Revenues	3,075	-
Asset Italia 2 S.r.l.	Trade receivables	3,075	-
Betaclub S.r.l.	Revenues	28,087	25,136
Betaclub S.r.l.	Trade receivables	28,087	25,043
BE S.p.A.	Revenues	60,000	60,000
BE S.p.A.	Trade receivables	30,000	15,000
BE S.p.A.	Financial income(dividends)	694,809	631,643
Clubitaly S.p.A.	Revenues	33,089	30,000
Clubitaly S.p.A.	Trade receivables	33,089	30,000
Clubitaly S.p.A.	Financial receivables	540,862	430,469
Clubitaly S.p.A.	Financial income/exensess)	10,393	-
Gruppo IPG Holding S.p.A.	Revenues	30,016	30,239
Gruppo IPG Holding S.p.A.	Trade receivables	30,016	30,239
TIP-pre IPO S.p.A.	Revenues	1,411,622	4,500,665
TIP-pre IPO S.p.A.	Trade receivables	128,127	4,125,036
TIP-pre IPO S.p.A.	Dividends received	4,003,895	-
TXR S.r.l.	Revenues	23,073	15,000
TXR S.r.l.	Trade receivables	23,073	15,000
TXR S.r.l.	Dividends received	510,000	345,827
C2 S.r.l.	Revenues	3,075	-
C2 S.r.l.	Trade receivables	3,075	-
C3 S.p.A.	Revenues	52,079	50,000
C3 S.p.A.	Trade receivables	52,079	50,000
C3 S.p.A.	Financial receivables	1,721,870	9,088,864
C3 S.p.A.	Dividends received	-	1,082,788
StarTIP S.r.l.	Revenues	3,769	-
StarTIP S.r.l.	Trade receivables	3,769	-
StarTIP S.r.l.	Financial receivables	30,823,957	24,463,957
Services provided to companies related to the Board of Directors	Revenues	752,795	16,000
Services provided to companies related to the Board of Directors	Trade receivables	13,000	16,000
Services received by companies related to the Board of Directors	Costs (services received)	8,268,086	7,863,909
Services received by companies related to the Board of Directors	Trade payables	7,707,393	7,226,209
Giovanni Tamburi	Revenues (services provided)	2,943	2,811
Giovanni Tamburi	Trade receivables	2,943	2,811

The services provided for all the above listed parties were undertaken at contractual terms and conditions in line with the market.

(35) Subsequent events

With reference to the subsequent events, reference should be made to the Directors' Report.

(36) Corporate Governance

TIP corporate governance adopts the provisions of the new version of the Self-Governance Code published by Borsa Italiana.

The Corporate Governance and Ownership Structure Report for the year is approved by the Board of Directors and published annually on the website of the company www.tipspa.it, in the "Corporate Governance" section.

For the Board of Directors The Chairman Giovanni Tamburi

Milan, March 11, 2020

ATTACHMENTS

Declaration of the Executive Officer for Financial Reporting as per Article 81-ter of Consob Regulation No. 11971 of May 14, 1999 and subsequent amendments and supplements.

• 1. The undersigned Alessandra Gritti, as Chief Executive Officer, and Claudio Berretti, as Executive Officer for financial reporting of Tamburi Investment Partners S.p.A., affirm, and also in consideration of Article 154-bis, paragraphs 3 and 4, of Legislative Decree No. 58 of February 24, 1998:
  2. the conformity in relation to the characteristics of the company and
  3. the effective application during the year of the separate financial statements

of the administrative and accounting procedures for the compilation of the separate financial statements for the year ended December 31, 2019.

No significant aspect emerged concerning the above.

• 1. We also declare that:
  2. a) the separate financial statements at December 31, 2019 correspond to the underlying accounting documents and records;
  3. b) the separate financial statements for the year ended December 31, 2019 were prepared in accordance with International Financial Reporting Standards (IFRS) and the relative interpretations published by the International Accounting Standards Board (IASB) and adopted by the European Commission with Regulation No. 1725/2003 and subsequent modifications, in accordance with Regulation No. 1606/2002 of the European Parliament and provides a true and correct representation of the results, balance sheet and financial position of Tamburi Investment Partners S.p.A.
  4. c) the directors' report includes a reliable analysis of the significant events in the year and their impact on the financial statements, together with a description of the principal risks and uncertainties. The Directors' Report also contains a reliable analysis of the significant transactions with related parties.

The Chief Executive Officer The Executive Officer

Milan, March 11, 2020

Attachment 1 – List of investments held

Company	Restered office		share	number of	total	number of	%	share of	book value
			capital	shares	net equity	shares held	held	net equity	in accounts
Associates
Asset Italia S.p.A. (1)	Milan
	via Pontaccio, 10	euro	3,425,114	102,425,114	261,991,585	20,788,639	20.30	53,184,292	86,197,441
Be Think, Solve, Execute S.p.A. (2)	Roma
	viale dell'Esperanto, 71	euro	27,109,165	134,897,272	43,041,054	31,582,225	23.41	10,075,911	16,596,459
Clubitaly S.r.l. (1)	Milan
	via Pontaccio, 10	euro	103,300	103,300	123,324,708	31,197	30.20	37,244,062	37,436,400
Elica S.p,A. (2)	Fabriano Ancona
	Via Ermanno Casoli, 2	euro	12,664,560	63,322,800	85,492,334	12,757,000	20.15	17,226,705	41,434,379
Gatti & Co. GmbH (2)	Frankfurt am Main
	Bockenheimer Landstr. 51-53	euro	35,700	35,700	739,671	10,700	29.97	221,679	275,000
Gruppo IPG Holding S.p.A. (2) *	Milan
	via Appiani, 12	euro	142,438	284,875	83,804,352	67,348	33.72	28,258,827	36,267,851
OVS S.p.A. (4)	Mestre Venezia
	Via Terraglio 17	euro	227,000,000	227,000,000	852,798,106	51,635,898	22.75	194,011,569	92,712,960
Palazzari & Turries Limited (3)	Hong Kong
	88 Queen's Road	euro	300,000	300,000	689,659	90,000	30.00	206,898	225,000
TIP-Pre Ipo S.p.A. (1)	Milan
	via Pontaccio, 10	euro	329,999	3,299,988	80,907,878	966,424	29.29	23,697,917	8,340,919

(1) Value relating to the net equity updated at 31.12.2019.

(2) Value relating to the net equity updated at 31.12.2018.

(3) Share Capital in Hong Kong dollars. Value relating to the net equity updated at 31.12.2017. The net equity was converted at the EUR/HKD rate of 0,1135 (31.12.2018).

(4) Value relating to the net equity updated at 31.1.2019.

* The fully diluted % held is 33,72%

The balance sheet values are refer to the last balance sheet filed in according to local accounting principles.

Attachment 2 - Changes in investments measured at FVOCI

						Balance at 1.1.2019		increases			descreases
in Euro		historic	fair value	increase	write-down		book value acquisition or reclassificatios		fair value	decreases	fair value		reversal P/L movements	book value
			cost adjustments	(decrease)	P&L		fair value subscription		increase		decreases	fair value		31/12/2019
Non-listed companies
Azimut Benetti S.p.A.	737,725	38,990,000	(7,312,229)			31,677,771								31,677,771
ITH S.p.A.						0	16,799,591		20,488,101					37,287,692
Welcome S.p.A.						0	5,850,971							5,850,971
Other equity instr. & other minor		991,041				991,041				(264,483)				726,558
Total non-listed companies		39,981,041	(7,312,229)	0	0	32,668,812	22,650,562	0	20,488,101	(264,483)	0	0	0	75,542,992
Listed companies	No. of shares
Amplifon S.p.A.	6,038,036	34,884,370	62,750,920	(12,800,884)		84,834,406			69,980,837					154,815,243
Elica S.p.A.	0					0	27,234,921	(26,607,009)	14,554,241			(14,554,241)	(627,912)	0
Ferrari N.V. USD	100,000	14,673,848	11,791,782			26,465,630			17,026,341	(9,858,614)		(18,843,357)		14,790,000
Fiat Chrysler Automobiles N.V.	0	17,656,453	6,505,056	(4,258,487)		19,903,022			413,783	(13,397,966)		(6,918,839)		0
Hugo Boss AG	1,080,000	98,578,468	(33,112,717)	5,439,049		70,904,800	4,756,876			(28,476,278)	(6,714,419)	6,249,805		46,720,800
Moncler S.p.A.	2,050,000	90,170,236	29,331,685	(57,302,421)		62,199,500			23,683,432	(1,528,736)		(2,210,697)		82,143,500
OVS S.p.A.	0	12,268,197	(3,734,997)			8,533,200	4,394,392	(16,662,589)	4,834,358			(1,099,361)		0
Prysmian S.p.A.	2,000,000	36,922,403	(7,332,423)			29,589,980	5,276,013		8,114,007					42,980,000
Other listed companies		18,313,827	380,313	106,006	(10,446,725)	8,353,421			85,448	(4,000,756)	(71,296)	(708,869)		3,657,948
Total listed companies		323,467,802	66,579,619	(68,816,737)	(10,446,725)	310,783,961		41,662,202 (43,269,598)	138,692,447	(57,262,350)	(6,785,715)	(38,085,559)	(627,912)	345,107,491
Total investments		363,448,843	59,267,390	(68,816,737)	(10,446,725)	343,452,773		64,312,764 (43,269,598)	159,180,548	(57,526,833)	(6,785,715)	(38,085,559)	(627,912)	420,650,483

	Clubdue S.r.l.	StarTIP S.r.l.	TXR S.r.l.	Clubtre S.p.A.
ASSETS
Fixed assets	981	35,751,306	26,978,782	140,709,482
Current assets	17,692	133,255	99,484	758,780
Accrued income and prepayments	90	752	95	73
Total assets	18,763	35,885,313	27,078,361	141,468,335
LIABILITIES
Equity	10,690	5,040,775	27,029,930	(39,647,968)
Payables	8,073	30,844,538	48,431	(101,820,367)
Total liabilities	18,763	35,885,313	27,078,361	(141,468,335)
INCOME STATEMENT
Revenue	0	2	2	1
Costs of production	(15,731)	(66,914)	(75,600)	(77,291)
EBITDA	(15,731)	(66,912)	(75,598)	(77,290)
Amortisation & depreciation	(327)	1,210	0	0
Operating profit	(16,058)	(65,702)	(75,598)	(77,290)
Financial income	1	84,414	963,251	2,431
Interest and other financial charges	0	(1,632,640)	(368)	(616,041)
Profit before taxes	(16,057)	(1,613,928)	887,285	(690,899)
Income taxes	0	0	0	0
Profit/(loss)	(16,057)	(1,613,928)	887,285	(690,899)

Attachment 3 – 2019 Key Financial Highlights of the subsidiaries

							book value
in Euro	n. shares	historic cost	revaluations	shareholders loans	decreases	reclassifications	31.12.2018
			(write downs)	in equity	or restitutions
Asset Italia S.p.A.	20.000.000 (1)	86,197,441					86,197,441
Be Think, Solve, Execute S.p.A.	31,582,225	16,596,459					16,596,459
ClubItaly S.r.l.	31,197	37,436,400					37,436,400
Clubtre S.p.A.	29,544	42,000		41,924,346	(17,944,507)		24,021,839
Gatti & Co Gmbh	10,700	275,000					275,000
Gruppo IPG Holding s.r.l.	67,348	28,365,269			(2,899,809)	12,218,481	37,683,941
Palazzari & Turries Limited	90,000	225,000					225,000
Tip-Pre Ipo S.p.A.	942,854	22,787,025					22,787,025
Total		191,924,594	0	41,924,346	(20,844,316)	12,218,481	225,223,105

Attachment 4 - Changes in investments in associated companies

		book value					book value
in Euro	n. shares	01/01/2019	purchases	shareholders loans	decreases	reclassifications	31.12.2019
				in equity	or restitutions
Asset Italia S.p.A.	20.000.000 (1)	86,197,441					86,197,441
Be Think, Solve, Execute S.p.A.	31,582,225	16,596,459					16,596,459
ClubItaly S.r.l.	31,197	37,436,400					37,436,400
Clubtre S.p.A.	0	24,021,839				(24,021,839)	0
Elica S.p.A.	12,757,000	0	273,129			41,161,250	41,434,379
Gatti & Co Gmbh	10,700	275,000					275,000
Gruppo IPG Holding s.r.l.	67,348	37,683,941		(1,416,090)			36,267,851
OVS S.p.A.	51,635,898	0	74,951,010			17,761,950	92,712,960
Palazzari & Turries Limited	90,000	225,000					225,000
Tip-Pre Ipo S.p.A.	942,854	22,787,025			(14,446,106)		8,340,919
Total		225,223,105	75,224,139	(1,416,090)	(14,446,106)	34,901,361	319,486,409

(1) Tracking shares not included

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Key Audit Matters	Auditing procedures performed in
	response to key audit matters
Investments measured at fair value through other comprehensive income ("FVOCI")	Our audit activities included, among other, the following procedures: · understanding and evaluation of the
Note 13 to the separate financial statements "Investments measured at FVOCI" The company holds significant investments in	effectiveness of internal control, with specific reference to the procedures applied by management to classify and measure at FVOCI investments in listed
entities listed on regulated markets and in non- listed entities, for an amount of Euro 420.650	and unlisted entities;
thousand as of 31 December 2019, which represents 37% of the total asset. Those	analysis of contracts relating to the main investments and of arrangements with
investments, reported under non-current assets, are measured at fair value through other comprehensive income ("FVOCI").	the other investors in the same entity, in order to verify the correct qualification of investments and consequent appropriateness of the valuation method
The fair value of investments in listed entities is based on the share prices. For unlisted entities,	adopted;
fair value is calculated using the valuation techniques considered most appropriate by management.	verification of share prices for listed entities;
We considered the measurement of investments at FVOCI a key matter in our audit of the Company's separate financial statements because of the materiality of the balance, the complexity of the valuation models used for investments in unlisted entities and the use of inputs that are not always observable.	for unlisted entities, verification of fair value through an analysis of the valuation techniques applied by management and of the reasonableness of inputs used and underlying assumptions. Also, verification of the mathematical accuracy of the calculation models. Our verifications were performed with the support of valuation experts belonging to the PwC network.
	Finally, we verified the adequacy of disclosures in the notes to the financial statements.

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