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Zest S.p.A. Annual Report 2015

Dec 22, 2016

4354_10-k-afs_2016-12-22_d5a6a3f7-dc34-4ae3-b18b-188147b2f089.pdf

Annual Report

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FINANCIAL STATEMENTS 2015

APPROVED BY SHAREHOLDERS' MEETING ON APRIL 29 2016 th

CONTENTS

21. OTHER CURRENT LIABILITIES 60
22. SUNDRY REVENUE AND EARNINGS 60
23. COSTS FOR SERVICES 61
24. STAFF COSTS 61
25. OTHER OPERATING COSTS 62
26. AMORTISATION AND IMPAIRMENT OF ASSETS 62
27. PROVISIONS AND WRITE-DOWNS 62
28. VALUE ADJUSTMENTS OF EQUITY HOLDINGS 62
29. FINANCIAL INCOME 62
30. FINANCIAL EXPENSES 62
31. OTHER INCOME 63
32. OTHER EXPENSES 63
33. INCOME TAX 63
34. EARNINGS PER SHARE (EPS) 64
35. DISCLOSURE OBLIGATIONS PURSUANT TO ART. 114(5) OF LEGISLATIVE DECREE 58/98 64
36. COMMITMENTS AND GUARANTEES 67
37. SIGNIFICANT NON-RECURRING EVENTS AND TRANSACTIONS 67
38. TRANSACTIONS RELATING TO ATYPICAL AND/OR UNUSUAL ACTIVITIES 67
39. TRANSACTIONS WITH RELATED PARTIES 67
40. SIGNIFICANT EVENTS OCCURRING AFTER THE END OF THE YEAR 69
INDEPENDENT AUDITOR'S OPINION 70
DIRECTORS' REPORT ON OPERATIONS 72
INTRODUCTION 72
ECONOMIC PERFORMANCE 72
FINANCIAL RISK DISCLOSURES 76
RESEARCH & DEVELOPMENT ACTIVITIES 76
SHARE CAPITAL DISCLOSURES 76
CORPORATE GOVERNANCE 76
MANAGEMENT AND COORDINATION ACTIVITY 78
HEALTH, SAFETY AND THE ENVIRONMENT 78
FORESEEABLE OUTLOOK OF OPERATIONS 78
PROPOSED RESOLUTION 80
FINANCIAL STATEMENT – STATEMENT OF ACCOUNTS 81
EXPLANATORY NOTES TO THE FINANCIAL STATEMENTS 84
1. GENERAL NOTES 84
2. USE OF ESTIMATES AND CAUSES OF UNCERTAINTY 84
3. GENERAL FINANCIAL REPORTING CRITERIA 84
4. APPLIED VALUATION CRITERIA AND ACCOUNTING STANDARDS 85
5. SEGMENT DISCLOSURES 91
6. FINANCIAL RISK DISCLOSURES 92
7. TANGIBLE ASSETS 94
8. INTANGIBLE ASSETS 95
9. EQUITY HOLDINGS AND OTHER FINANCIAL ASSETS 96
10. NON-CURRENT FINANCIAL ASSETS 103
11. DEFERRED TAX ASSETS 103
12. TRADE RECEIVABLES 104
13. OTHER RECEIVABLES AND CURRENT ASSETS 104
14. CASH AND CASH EQUIVALENTS 104
15. NET EQUITY 105

TABLE OF CONTENTS

LETTER BY THE CHAIRPERSON 1
KEY HIGHLIGHTS 2
PARENT COMPANY HQ 2
PARENT COMPANY – KEY DATA 2
GROUP COMPANIES 2
GROUP ORGANISATION CHART AT 31.12.15 2
KEY FINANCIAL AND OPERATING DATA 2
OPERATING RESULTS HIGHLIGHTS 4
CORPORATE OFFICERS 12
DIRECTORS' REPORT ON OPERATIONS 13
INTRODUCTION 13
THE IMPACT OF THE PRESENT MARKET CONDITIONS 13
GROUP OPERATIONS 19
ECOSYSTEM ACTIVITIES IN 2015 21
CORPORATE SOCIAL RESPONSIBILITY 23
SIGNIFICANT EVENTS AND TRANSACTIONS IN THE PERIOD 23
GROUP RESULTS IN 2015 24
FINANCIAL RISK DISCLOSURES 28
RESEARCH & DEVELOPMENT ACTIVITIES 28
RECONCILIATION BETWEEN THE RESULT OF THE PERIOD AND NET EQUITY OF THE GROUP AND THE
SIMILAR VALUES OF THE PARENT COMPANY 28
CORPORATE GOVERNANCE 29
FORESEEABLE OUTLOOK OF OPERATIONS 30
APPROVAL OF THE FINANCIAL STATEMENTS 31
CONSOLIDATED FINANCIAL STATEMENTS - STATEMENTS OF ACCOUNTS 32
EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 36
1. GENERAL NOTES 36
2. USE OF ESTIMATES AND CAUSES OF UNCERTAINTY 36
3. GENERAL FINANCIAL REPORTING CRITERIA 36
4. APPLIED VALUATION CRITERIA AND ACCOUNTING STANDARDS 37
5. CONSOLIDATION AREA 44
6. SEGMENT DISCLOSURES 44
7. FINANCIAL RISK DISCLOSURES 45
8. BUILDINGS, PLANT, MACHINERY AND OTHER EQUIPMENT 47
9. GOODWILL AND OTHER INTANGIBLE ASSETS 48
10. SECURITIES AND STOCKS AVAILABLE-FOR-SALE 49
11. RECEIVABLES AND OTHER NON-CURRENT ASSETS 56
12. DEFERRED TAX ASSETS 57
13. TRADE RECEIVABLES 57
14. OTHER RECEIVABLES AND CURRENT ASSETS 57
15. CASH AND CASH EQUIVALENTS 58
16. NET EQUITY 58
17. OTHER NON-CURRENT FINANCIAL LIABILITIES 59
18. OTHER NON-CURRENT LIABILITIES 59
19. TRADE AND OTHER PAYABLES 59
20. TAX DEBTS 60

LETTER BY THE CHAIRPERSON

LETTER BY THE CHAIRPERSON

Dear Shareholders,

3 years and 2 months have passed since the general meeting of LVenture Group, on 29 December 2012. when we decided to take control of the Good Companies and transform the Company into the first listed Venture Capital company in Italy.

Today, our portfolio features 33 operational start-ups (and a further 7 in the acceleration phase), while we're preparing the 3rd capital increase after the successful first two in March 2013 and August 2014.

Today, LVenture Group has a new and stronger Board of Directors and Management and we are implementing new and ambitious development projects, building on the great results achieved in three years of intense activity.

There has been a significant stock exchange volatility in the last quarter, which has obviously also affected our shares, but we are confident nonetheless that our many shareholders are well aware that results in our business sector – the Venture Capital industry – are measured in the medium-to-long term, and that, based on today's results, we can confirm that we are now approaching the critical point in the J curve, typical of our industry.

The Venture Capital sector, which once used to be rather small in Italy, is now growing at a significant pace, as mentioned in the US CB Insights' European Report for 2014. in which Italian growth is recorded at 200% and where, LVenture Group is mentioned among the top 20 European-based operators, with our great pride.

Our process of internationalisation is ongoing: the Global Accelerator Network has invited our LUISS ENLABS accelerator to join the network of over 75 accelerators, among the most efficient and with offices in over 100 cities worldwide. Furthermore, we have entered into an agreement with a Berlin-based accelerator called Rainmaking Loft, to host any of our start-ups who want to expand on the German market. Similar agreements are being looked into with other accelerators across Europe and beyond. We already have start-ups in Berlin and California as well, appreciated by Apple and Facebook, and other large corporations, and their turnover is now rapidly increasing, as well as their ratings. We are confident that the objectives set out in the report will soon be achieved and surpassed.

23 March 2016

The Chairperson Stefano Pighini

CONTENTS

16. TRADE PAYABLES 106
17. OTHER CURRENT PAYABLES AND LIABILITIES 107
18. NET SALES 107
19. STAFF COSTS 107
20. OTHER OPERATING COSTS 107
21. WRITE-DOWNS AND AMORTISATIONS 108
22. VALUE ADJUSTMENTS OF EQUITY HOLDINGS 108
23. FINANCIAL AND OTHER INCOME (EXPENSES) 108
24. INCOME TAX 108
25. DISCLOSURE OBLIGATIONS PURSUANT TO ART. 114(5) OF LEGISLATIVE DECREE 58/98 109
26. COMMITMENTS AND GUARANTEES 112
27. SIGNIFICANT NON-RECURRING EVENTS AND TRANSACTIONS 112
28. TRANSACTIONS RELATING TO ATYPICAL AND/OR UNUSUAL OPERATIONS 112
29. TRANSACTIONS WITH RELATED PARTIES 112
30. CONSIDERATION PAID TO THE INDEPENDENT AUDITING FIRM 114
31. SIGNIFICANT EVENTS OCCURRING AFTER THE END OF THE YEAR 115
BOARD OF STATUTORY AUDITORS' REPORT 117
INDEPENDENT AUDITORS' REPORT
GLOSSARY 123

THIS REPORT HAS BEEN TRANSLATED INTO THE ENGLISH LANGUAGE SOLELY FOR THE CONVENIENCE OF INTERNATIONAL READERS.

KEY HIGHLIGHTS

PARENT COMPANY HQ

LVenture Group S.p.A. Via Giovanni Giolitti 34 00185 ROME Tel. +39 06 45473124

PARENT COMPANY – KEY DATA

Resolved capital € 11,429,000.00 Subscribed and paid-up capital € 6,425,392.00 Fiscal Code and Companies' Registry (Rome) no.: 81020000022 VAT Registration: 01932500026 Chamber of Commerce of Rome REA no. 1356785

GROUP COMPANIES

LVenture Group S.p.A. Via Giovanni Giolitti 34 00185 ROME Tel. +39 06 45473124

EnLabs S.r.l. Via Giovanni Giolitti 34 00185 ROME Tel. +39 06 45473124

GROUP ORGANISATION CHART AT 31.12.15

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OPERATING RESULTS HIGHLIGHTS

Revenues: in 2015 € 929 thousand up by approx. 49% year-over-year.

Net financial position: the NFP is positive for € 656 thousand, down by € 3,446 thousand year-over-year, as a result of disbursements for Group investments and management costs.

KEY HIGHLIGHTS

2015 Financial Reports and Statements This report has been translated into the English language solely for the convenience of international readers - Page 5

KEY STOCK EXCHANGE FIGURES (EUROS)
Official price at 02.01.2015 0.7065
Official price at 30.12.2015 0.6905
Min annual price 0.6320
Max annual price 0.9160
Market capitalisation 02.01.2015 12,512,906
Market capitalisation 30.12.2015 12,229,528
No. of outstanding shares 17,711,120

2015 Financial Reports and Statements This report has been translated into the English language solely for the convenience of international readers - Page 6

Group staff 31/12/15 31/12/14 31/12/13
Executives 1 0 0
Middle management 0 1 0
White-collar 12 10 6
TOTAL EMPLOYEES 13 11 6
FREELANCE COLLABORATORS 13 9 5
GENERAL TOTAL 26 20 11
Annual mean employees 13.5 7.3 4.7

OUR TEAM

KEY HIGHLIGHTS

2015 Financial Reports and Statements

This report has been translated into the English language solely for the convenience of international readers - Page 7

OUR YEAR'S END PORTFOLIO

The following diagram shows the position of the portfolio start-ups, based on last year's revenues and on the monthly growth rates recorded in the last quarter of 2015:

The Group's start-up portfolio at 31 December 2015 amounts to approx. € 5 m (cost value), made up of 33 start-ups and featuring a short average weighted life (about 2 years and 4 months). However, as shown in the diagram above, several of the portfolio start-ups have already achieved significant levels of turnover (in excess of € 500 thousand per year). Instead, the largest part of the turnover can be found in the bottom right-hand quadrant, recording annual revenues that are still rather low (standing at between € 10 thousand and € 100 thousand), but growth rates exceeding 25%.

DESCRIPTION OF THE PORTFOLIO STARTUPS AT THE END OF THE YEAR PLATFORMS

AppsBuilder is a service creating mobile applications for iOS, Android and Windows ecosystems in an automated manner, without knowing the programming language. Users can manage all the stages of the publication process on the distribution platform through their mobiles, thus significantly cutting the time and costs needed to develop a mobile

Le Cicogne is a marketplace for babysitting services and other related services for children and their parents (baby & teen-taxi, tutoring and baby parties). The platform accurately selects the registered babysitters and offers parents a complete babysitter search tool, based on references, price and descriptions, as well as a quick payment system. The service can be used either through an application or a site for mobile

www.apps-builder.com application.
www.lecicogne.net devices.
www.moovenda.com restaurants and products.

Moovenda is a food delivery platform with a special focus on excellence in food products. The start-up operates in Rome, where it has entered into agreements with 150 restaurants. Moovenda has its own food distribution network for optimised delivery, based on predictive delivery flow algorithms and differs from its competitors for its careful selection of

2015 Financial Reports and Statements

This report has been translated into the English language solely for the convenience of international readers - Page 8

PLATFORMS
www.risparmiosuper.it Risparmio Super is a platform enabling the real time comparison of prices
in supermarkets, searching for the best offer in a certain area. Besides
offering consumers a useful price comparison service, Risparmio Super
also offers supermarkets innovative tools, such as consumer profiling,
information on competitors' prices and special offers and other added
value services.
www.soundreef.com Soundreef is an innovative platform for managing music rights, in
competition with monopoly holders like SIAE, using more efficient
procedures and offering artists more convenient conditions. It provides
music catalogues to its clients (not licensed by the monopoly holder) and
pays the royalties to the copyright owners based on the actual
reproduction of the music tracks, rather than on a sample basis.
www.tiassisto24.it TiAssisto24 is a service for managing motor-vehicle-related payment
deadlines and formalities (vehicle tax, MOT tests, insurance, etc.),
informing drivers about its partners special offers and competitive prices.
The platform also provides premium services, such as advice on fines and
accidents. The service is available as an app or via the Internet.
www.tutored.it Tutored is a platform enabling university students to offer and receive
private lessons, exchange textbooks and other materials useful for exams
and consulting updated information and news on various European
universities. The start-up is one of the so-called "vertical portals", the aim
of which is to provide a set of services to a limited group of users, making
money out of advertising and added value services.
www.verticomics.com Verticomics is a mobile application enabling comic lovers to buy the best
comics around them, adapted in vertical digital format for reading on a
tablet or smartphone. The start-up follows the publishing digitisation
trend and responds to the peculiarities of a market that is still badly
served by traditional e-readers.

Atooma is a start-up that develops software for collecting inputs from the software and hardware sensors present in smartphones, motor vehicles and other network-connected objects. The data are collected and analysed for the purpose of identifying and predicting user behaviour. The company primarily targets a B2B type market and its main application, to date, is the automotive sector.

KEY HIGHLIGHTS

2015 Financial Reports and Statements

This report has been translated into the English language solely for the convenience of international readers - Page 9

Brave Potions caters to dental practices, test laboratories, clinics and doctors' surgeries and offers a service aimed at optimising time and improving the experience of smaller patients by diminishing the emotional stress experienced before a visit to the doctor. The service consists of offline and online descriptive material specifically designed to turn a visit to the

Filo produces and distributes a small tracking device based on Bluetooth technology, for locating, with a smartphone, any device and related object (keys, wallet, bag, etc.). The company markets its products through both B2C (e-commerce, conventional retail) and B2B channels (distribution of devices branded or included in other products, such as suitcases and backpacks).

Karaoke One is an app for mobile and desktop devices enabling users to record and share their karaoke performance with over 3,000 licensed music bases. The key feature of Karaoke One is the possibility to share one's recordings with a community of like-minded karaoke lovers, without incurring copyright violations. The service is free of charge with a limited number of tracks, but requires a paid subscription to use the entire

INTERNET OF THINGS & HARDWARE
www.bravepotions.com dentist or the doctor into a game.
www.filotrack.com
APPS
www.karaoke-one.com catalogue.
www.pubsterapp.com
www.qurami.com
www.whoosnap.com all certified, as to their quality, location and date.
GAMING

Pubster is an application for managing a loyalty system comprising pubs, bars and cafes. The system's vertical approach – which permits the accurate profiling of a very fragmented distribution channel – is ideal for selling B2B added-value services focusing on the bar, café and pub sales channel.

Qurami is an efficient queue-management system for organisations and offices. The application allows a user to take a place in a virtual queue, while remaining constantly updated on the exact number of people before him and the estimated waiting time, for improving personal time management. The solution is also available for professionals in the form of a digital agenda, with an automated calendar for managing appointments and bookings.

Whoosnap is an application enabling users to request a photo of a specific place or event, in real time, from a geolocated user base willing to take and send the requested photo, in exchange for a premium, discount or compensation directly from the requesting user. The uploaded photos are

Gamepix is a platform enabling developers to translate and automatically distribute videogames in a language adaptable to all platforms and different technologies (HTML5), to avoid the payment of the distribution fees of the

2015 Financial Reports and Statements

This report has been translated into the English language solely for the convenience of international readers - Page 10

GAMING
www.gamepix.com ecosystems linked to the single devices (iOs, Android, Windows) and to
reach broader markets.
Interactive Project is a company that develops and distributes videogames
for fixed devices, smartphones and tablets. The company has developed a
solution for the B2B market allowing companies to rapidly develop
customised games in a product/service context, in response to the growing
customer interaction needs and for introducing "gamification"
www.interactiveproject.com
functionalities in marketing campaigns and products.
Nextwin is a so-called "social game", which enables users to bet using a
virtual currency (nextcoins), in competition with other users. Accessible
from either mobile applications and websites, Nextwin responds to the
desire to bet, without however incurring the social problems arising from
the use of real money. The service is offered under both the Nextwin brand
www.nextwin.com
and as a whitelabel solution through B2B channel.

SOFTWARE AS A SERVICE (SAAS)

BaasBox is an open source software for rapidly installing and managing
back-end architecture in support of any application, enabling developers to
focus on the front-end interface of applications. The company has
developed a solution for the B2B market, which enables companies to
www.baasbox.com rapidly develop their architecture and publish the applications easily and
efficiently.
KPI6 is a web-based software for collecting and analysing, in real time, the
conversations created in the principal social media, such as Twitter,
Wordpress and Tumblr. The service targets businesses or marketing
agencies, which need to collect geolocated information in real time, for the
purpose of carrying out focused marketing campaigns, to improve
customer acquisition or act proactively for defending a company's
www.kpi6.com reputation in the social media.
Majeeko is a service that automatically creates a website from a Facebook
www.majeeko.com page, to communicate with clients and promote a business, when there is
little time and resources for managing a web presence in parallel. The
website created by Majeeko is constantly updated, synchronising with the
Facebook contents and has all the features for ensuring the good visibility
of the site at SEO level.
Netlex is a cloud management software dedicated to legal studies. Thanks
to the cloud management aspect, users can manage their activities
anywhere anytime. Among other things, the application also enables the
performance of legal formalities related to court proceedings and lawyers
www.netlexweb.com and organise formality deadlines, fee notes and invoices.
Snapback creates interfaces for enabling a non-conventional interaction
between users and mobile devices, thanks to a sophisticated algorithm that
permits devices to recognise specific user gestures and behaviour by fully
exploiting all the sensors (microphones, accelerometer, etc.). The company
has developed several specific solutions for market segments that are still
www.snapback.io lacking in innovation, such as health and safety at work and driving safety.
www.voverc.com Voverc is a service that offers users the possibility of rapidly and
inexpensively installing and managing a phone system based on VoIP in the
cloud technology. The service targets crafts businesses, professionals and
small/medium companies that need to handle a large amount of incoming
phone traffic from a number of users, but who don't have the necessary
resources to install the necessary software.

KEY HIGHLIGHTS

2015 Financial Reports and Statements This report has been translated into the English language solely for the convenience of international readers - Page 11

Bulsara Advertising is an agency that specialises in developing online and offline multichannel communication strategies in unusual locations. Its creative contents are designed to involve the target, stimulate remembrance and maximise conversations based on a strategy of strong

Codemotion is a company that organises technical events for software developers open to all programming languages and technologies, with an international community of approx. 30,000 developers. Codemotion also organises training courses for children (Codemotion Kids) and professionals,

ADVERTISING & EVENTS
www.bulsara.it content visibility and offline/online integration.
www.codemotionworld.com tech meet-ups, workshops and hackathons.
www.spotonway.com collecting points and redeeming rewards from the various partners.
FOOD, FASHION & DESIGN
www.cocontest.com CoContest depending on the type of requested service.

SpotOnWay is a service dedicated to the managers of business activities (retailers), for managing customer loyalty programmes that are generally available only to the larger companies. Retailers can use a tablet to manage the special offers, reserved tor the holders of a SpotOnWay loyalty card, for collecting points and redeeming rewards from the various partners.

CoContest is a platform dedicated to the world of interior design through which users can select interior design or restyling projects, reaching an international audience of over 40.000 architects (crowdsourcing), based on a sort of competitive procedure. The winner of the competition will receive a cash prize made available by the user, based on a price list defined by

www.drexcode.com

Drexcode is a web boutique for renting luxury brand clothing and accessories at affordable prices. The service enables users to select the clothes and receive them comfortably at home, in two sizes, within 48 hours from the order, with the possibility to send them back after 4 or 8 days, depending on the preferred rental period.

2015 Financial Reports and Statements This report has been translated into the English language solely for the convenience of international readers - Page 12

CORPORATE OFFICERS

BOARD OF DIRECTORS APPOINTED UNTIL THE APPROVAL OF THE 2017 FINANCIAL STATEMENTS

Position Name and Surname
Chairperson Stefano Pighini
Deputy Chairperson & Managing Director Luigi Capello
Director Roberto Magnifico
Director Valerio Caracciolo
Independent Director Livia Amidani Aliberti
Independent Director Maria Luisa Mosconi
Independent Director Micol Rigo

BOARD OF STATUTORY AUDITORS APPOINTED UNTIL THE APPROVAL OF THE 2015 FINANCIAL

STATEMENTS
Position Name and Surname
Chairperson Giovanni Rebecchini
Permanent Auditor Giovanni Crostarosa Guicciardi
Permanent Auditor Benedetta Navarra

DIRECTOR IN CHARGE OF THE INTERNAL CONTROL SYSTEM

Luigi Capello

CONTROL, RISKS AND TRANSACTIONS WITH RELATED PARTIES COMMITTEE

Livia Amidani Aliberti (Chairperson) Maria Luisa Mosconi Micol Rigo

SUPERVISORY BOARD

Francesco Saverio Giusti (Chairperson) Cristiano Cavallari Benedetta Navarra

AUDITING FIRM APPOINTED UNTIL THE APPROVAL OF THE 2021 FINANCIAL STATEMENTS Baker Tilly Revisa Spa

CORPORATE OFFICER IN CHARGE OF PREPARING THE ACCOUNTING DOCUMENTS Francesca Bartoli

DIRECTORS' REPORT ON OPERATIONS

2015 Financial Reports and Statements This report has been translated into the English language solely for the convenience of international readers - Page 13

DIRECTORS' REPORT ON OPERATIONS

INTRODUCTION

The Directors' Report on Operations is based on the Consolidated Financial Statements of LVenture Group at 31 December 2015. prepared in accordance with the IAS/IFRS (International Accounting Standards and International Financial Reporting Standards), as issued by the IASB and adopted by the European Union on the same date. The IFRS also include all the principal revised international accounting standards ("IAS") and the interpretations by the International Financial Reporting Interpretations Committee (IFRIC), previously known as the Standing Interpretations Committee (SIC).

The Consolidated Financial Statements have been prepared based on the assumption of the Group's ability to continue as a going concern. The Group is not aware of any economic, statement of financial position, financial or organisational indicators (as defined in paragraph 25 of IAS 1) such as to cast significant doubt on the Group's ability to continue as a growing concern. The Report should be read in conjunction with the statements of accounts and the related Explanatory Notes, which are an integral part of the Consolidated Financial Statements. These documents include the additional disclosures required by the Italian Stock Exchange Committee CONSOB, based on the documents issued to implement article 9 of Legislative Decree 38/2005 (resolutions 15519 and 15520 of 27 July 2006 and communication DEM/6064293 of 28 July 2006), as well as any subsequent financial reporting communications.

Furthermore, in order to provide an Alternative Performance Indicator (API), the portfolio assessment to which reference is typically made is re-calculated applying the post-money value of the start-up, after the capital increase also for those cases in which IFRS 13 is found not to be consistent, so as to represent a portfolio performance minus the conservative effects of IFRS 13. It should be specified that although this business performance measurement criterion is a key to the interpretation of the results not provided by the IAS/IFRS, nevertheless it must not be considered as replacing those outlined in the principles.

THE IMPACT OF THE PRESENT MARKET CONDITIONS

THE ITALIAN SCENARIO OF INVESTMENTS IN START-UPS

2015 proved a great year for Italian start-ups, according to the estimates of the Startup Hi-tech Observatory, conducted by the School Of Management of Milan Polytechnic, in partnership with Italia StartUp. In 2015. overall investments in start-ups should amount to almost 133 million euros, up by 11% year-over-year. This result, although positive, does not compare favourably with the other principal European countries: in the UK and Germany, for example, in 2015, investments in start-ups totalled 4.75 and 2.6 billion dollars, while Spain managed to cross the 500 m dollar mark1 .

In Italy, investments primarily concern start-ups in the ICT (Disclosures & Communication Technology) sector, which account for 74% of all the funds recorded in 2015. Even the ratio of venture capital investments tor the national GDP in Italy is much lower compared to the average for developed countries: today it accounts for less than 0.002% of the GDP2 , a figure that puts Italy second to last in the OECD rankings.

DIRECTORS' REPORT ON OPERATIONS

2015 Financial Reports and Statements

Total Venture Capital investments as a percentage of the GDP

Source: OECD, Entrepreneurship at a Glance, 2015.

THE ITALIAN OPPORTUNITY

Despite the figures above, which today paint a picture of a rather weak demand for venture capital investments, the innovation and drive of the Italian productive fabric are a unique opportunity for both those who are searching for new sources of growth in a global context of stagnation, and for the whole Italian economy itself, which, by stimulating its more innovative start-ups, could find new paths for growth. According to the ANVUR Report3 , Italy is growing, in terms of scientific research and production. The Report highlights how, between 1993 and 2012, the percentage of university graduates among the working-age population rose from 5.5% to 12.7% and among young people aged between 25 and 34 increased from 7.1 to 22.3%. Overall, the quality of the research carried out by Italian universities and research institutions is comparable to that of the major European countries. Furthermore, it emerges from the Report by ANVUR that the quantity and quality of the research output is very high, in terms of resources deployed and number of researchers, as can be seen in the figure below:

Scientific impact of Italian publications

Source: ANVUR, Rapporto sullo stato del Sistema Universitario e della Ricerca (Report on the status of the University and

Research System)

Italy, therefore, has demonstrated that it has: - an adequate human capital;

3 ANVUR, Rapporto sullo stato del Sistema Universitario e della Ricerca, 2013.

1 KPMG/CB Insights, Venture Pulse, 2015 2 OECD, Entrepreneurship at a Glance, 2015.

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  • a qualified low-cost workforce, ideal for supporting the initial development of young start-ups;
  • excellent know how, in terms of technology, design and creativity;
  • low competition among Venture Capital investors.

A survey by CB Insights underscores how, in 2013/14, no other country in Europe achieved a higher growth than Italy, in terms of the number of investment transactions, which rose from 30 in 2011-2012 to over 70 in 2013/14, up by no less than 208%, which raises hopes as to the fact that Italy could even become the next European Tech Hub (source: CB Insights – "The 2014 European Tech Report").

These figures, moreover, are confirmed by a report issued by Infocamere: at 31 December 2015, the number of innovative start-ups registered with the ad hoc department of the Register of Companies, pursuant to Decree Law 179/2012, amounted to 5,143, up by 439 compared to the end of September (+9.3%). A sectoral breakdown shows how 72% of innovative start-ups provide services to businesses (in particular, the following specialisations prevail: software production and IT consulting, 29.9%; R&D, 15.4%; information services, 8.1%). Startups account for 0.33% of the million and a half Italian limited companies. Italy is also gaining ground in attracting talents, after launching the Italia Startup Visa programme (http://italiastartupvisa.mise.gov.it/), which between 24 June 2014 and 31 December 2015 received 61 applications from 18 countries.

To this general track record we must also add some interesting figures in terms of employment trends and overall employment figures, which show that the 1,939 start-ups with employees, at the end of September 2015, employed 5,351 people (up by 460 compared to the end of March, +9.4%), which translates into an average of 2.8 employees per undertaking, while at least half the start-ups with workers employ no more than 2 people. At the end of December last year, the 5,001 innovative start-ups with at least one member totalled 19,957 members (up by 1,280 compared to the end of September, +6.8%). It can be assumed that the members are actively involved in the undertakings' operations. On average, each start-up has 4 members, while half of them have no more than 3; generally, these figures are higher than in limited companies.

Also at the end of 2015, 1,054 start-ups had managed to attract bank investments by exploiting the simplified interest-free loans granted by the Central Guarantee Fund (Fondo Centrale di Garanzia) for SMEs, for a total amount of € 226 million and an average of € 274 thousand per loan (a particularly high figure, considering that these are high-risk new businesses and the ongoing credit access difficulties for traditional undertakings).

Encouraging signals also come from the figures on the tax incentives for investments in start-ups, set out in the report by the Italian Senate: in 2013, the first year of implementation, 844 taxpayers (individuals and companies) directly or indirectly invested about € 28.2 million. In particular, individuals invested € 14.5 million (of which € 0.9 million as indirect investments) in 338 innovative start-ups. Personal income tax deductions totalled almost € 2.9 million; subsidised investments by companies totalled € 13.7 million (of which € 1.5 million indirect investments) in 126 innovative start-ups. Corporate income tax deductions totalled almost € 3 m.

THE COMPANY'S COMPETITIVE POSITION

The Group is a Venture Capital operator positioned at the very beginning of the investment stages:

  • Micro Seed, invests in start-ups participating in its own Acceleration Programme or in Acceleration Programmes on behalf of third parties;
  • Seed, invests in start-ups leaving the Acceleration Programme or found on the market.

In particular, integration with the Acceleration Programme makes it easier to track the develop of start-ups from the beginning, directing them towards the business models and metrics of interest for Venture Capital companies operating in the subsequent financing phases (Early Stage, Series A).

The figure below features a diagram of the investments phases in a start-up, showing the connection between its development (in terms of revenues) and the type of investment by the Venture Capital fund involved.

Startup funding cycle

DIRECTORS' REPORT ON OPERATIONS

2015 Financial Reports and Statements

Source: (Cardullo, M. (1999), Technological Entrepreneurship: Enterprise Formation, Financing and Growth, Research

Studies Press Ltd., United Kingdom)

With regard to its sector, the Group:

operates in a strongly developing market featuring a limited number of conventional providers of capital, because it requires an investment approach that entails significant support to start-ups and high levels of

  • technical competence;
  • invests in Internet and digital sectors that are internationally ambitious, with potentially high development rates, both nationally and internationally;
  • has created an Ecosystem comprising investors, advisors, companies, universities, partners and sponsors for providing start-ups with the best possible support in the search for new funding, for securing business contracts, with a view to fostering the development and exit of the Company;
  • adopts an innovative business model integrating Accelerator and Venture Capital activities, supported by the Ecosystem, with a view to enhancing the potential success rate of the start-ups and minimising investment risks;
  • has set up a management team made up of serial entrepreneurs with a successful track record and qualified professionals with an in-depth knowledge of the Venture Capital industry and digital markets.

CHANGES UNDER WAY IN THE INTERNET INVESTMENT MARKET

Steve Blank4 (Columbia, Haas, Caltech, Berkley), distinguishes between two types of start-up:

  • small businesses: new businesses with a predominantly local focus, classified as small in terms of turnover and staff numbers;
  • scalable start-ups: innovative businesses searching for new business models in new markets, which aim to "scale up" rapidly, in terms of turnover and staff numbers, on the domestic market and, possibly, the international markets as well.

  • , successful entrepreneur, serial investor and professor at several top-ranking US universities

  • Internet, has opened the access to a global audience and has significantly facilitated the growth of so-called
  • According to the latest MoneyTree report by PricewaterhouseCoopers (PwC) and the National Venture Capital Association (NVCA), in 2015 Venture Capital investments in the US totalled \$ 58.8 billion, the second highest figure to be recorded in the last 20 years. In the last quarter of 2015, US\$ 11.3 billion were invested, the eighth consecutive quarter with investments in excess of 10 billion dollars, of which \$ 2.9 billion allocated to Internet

"scalable" start-ups, which need a limited starting capital to launch their activities.

4 Blog Spot, A startup is not a smaller version of a large company, http://steveblank.com/2010/01/14/a-startup-is-not-a-smaller-versionof-a-large-company, 2010.

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start-ups, a sector in which investments rose by 35% year-over-year. The same trend can be found on the European market, as shown in the following diagram5 .

VC investments in Europe (Q1 2011 – Q4 2015)

Source: KPMG/CB Insights, Venture Pulse, 2015

In 2015, there were record investments in Europe, with the highest ever figure of US\$ 13.4 billion, of which over 78% invested in technology start-ups, a percentage consistently over 76% for the fifth quarter running.

In the fourth quarter of 2015 investments totalling US\$ 3 billion were made, up by 67% period-over-period (\$ 1.8 billion), with the number of investments in start-ups remaining constant, with about 340 transactions with an average value of \$ 9.8 million (+47% compared to the 2014 average).

Investments in so-called seed stage start-ups, the value of which rose by over 20% compared to 2014, amounted to over \$ 375 million, in 52 transactions, in the fourth quarter of 2015, up by 55% period-overperiod. Another significantly growing figure is the average value of investments, up by over 75%, from \$ 4.1 million in the third to \$ 7.2 million in the fourth quarter.

Investments in so-called early stage start-ups dropped as a result of the reduction in the number of investment transactions (-9%), average investments rising from \$ 9 million in the third to over \$ 10 million in the fourth quarter.

5 KPMG/CB Insights, Venture Pulse, 2015

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Investments by development stage (Q3 2014. Q2 2015. Q3 2015)

Source: PWC, Money Tree Report, 2015

Furthermore, the seed and early stage, jointly account for over 60% of all Venture Capital investments in Europe throughout 2015.

Another interesting feature is the total of \$ 8.9 billion invested in the first rounds of 1,434 start-ups, up by 18% compared to 2014.

The considerable increase in Venture Capital investments in Internet start-ups, in the seed and early stage is the result, in particular, of the previously mentioned cost cuts for launching new enterprises, following the advent of the Internet.

Cost for launching a technological Internet start-up

Source: Mark Suster per PEHub, It's Monring in Venture Capital, 2015

The cost reductions have also increased the number of investments by Business Angels, i.e. individuals with adequate financial resources, intent on investing in innovative start-ups. The latest IBAN (Italian Business Angel Network) Survey has calculated, in 2014, total investments in start-ups amounting to € 46 million, up by 45% compared to 2013.

This trend is echoed in Europe: the survey by the European Business Angel Network6 shows that investments by Business Angels in Europe amounted to approx. € 5.5 billion in 2013 (out of a total of € 7.5 billion in the early stage investment sector), about 73% of early stage investments in Europe, up by 8.7% compared to 2012, remaining the principal source of funding for European start-ups.7

6

EBAN Statistics Compendium 2014. 7 EBAN Statistics Compendium 2014.

Three major early stage investment areas in Europe

Source: EBAN, Statistics Compendium 2014

GROUP OPERATIONS

The Group consists of the following Companies:

  • LVenture Group S.p.A., ("LVenture Group" or the "Company") based at Rome, a holding company listed on the online stock exchange (Market Telematico Azionario, MTA) of Borsa Italiana S.p.A., Milan;
  • EnLabs S.r.l. con socio unico ("EnLabs" or the "Subsidiary"), based at Rome. EnLabs is subject to the direction and coordination of LVenture Group.

The major shareholder of LVenture Group S.p.A. is LV. EN. Holding S.r.l., which, at 31 December 2015, owns 40.03% of the capital. LVenture Group S.p.A., at present, has full decision-making powers and it not subject to the direction and coordination of LV. EN. Holding S.r.l..

LVenture Group is a holding company listed on the online stock exchange (MTA), which has both national and international operations in the Venture Capital industry. The Company makes investments in digital start-ups, contributing qualified resources through the active management of investments (the so-called "hands on" approach). The mission of LVG is to produce value for its Shareholders and consists in investing in and developing high-potential start-ups, in order to produce capital gains in the Exit phase, in the medium-to-long term.

In particular, the Group is active in two major business areas:

  • Accelerator Operations, through the Subsidiary, consisting in the supply of services and advisoring activities, providing management support to the start-ups participating in the EnLabs Acceleration Programmes.
  • Venture Capital Operations, through the Company, which provides initial Micro Seed investments in exchange for the acquisition – in most cases – of a minority interest (generally 9% of the start-up's capital), or Seeds on start-ups in a more advanced phase of development (often as a follow-up on start-ups already included in the portfolio, in which the LVenture Group had already invested in Micro Seeds).

Alongside these areas are the so-called "Diversified Operations" which include, inter alia, the supply of a series of services and consulting for businesses.

The Group provides maximum support to the start-ups, to help them become successful undertakings. In particular, besides providing financial resources, the Group also provides:

  • i) management skills and networks of Advisors supporting the strategies and business development of the start-ups;
  • ii) support to the start-ups in searching for commercial contacts and potential investors (businesses and/or Venture Capitalists).

DIRECTORS' REPORT ON OPERATIONS

To achieve this objective, the Group has created an Ecosystem comprising a dense network of relations with businesses, experts, entrepreneurs, partners and sponsors and investors, who are continuously involved in its activities.

The originality of the Group's business model consists, therefore, in the merging of three key components with the aim to increase the value of the start-ups:

i) Accelerator – the start-ups admitted to the Acceleration Programme (which lasts 5 months) are physically hosted on the Group premises, where they receive daily assistance from the Subsidiary in developing their projects – from the conception of the product or service to its launching on the market

ii) Capital - LVG, through its Micro Seed investments, provides the initial financial resources to the startups taking part in the Acceleration Programme, which are necessary to develop the first business metrics, while the subsequent Seed investment supports the start-ups during the more advanced

  • and where their performance and achievements are monitored;
  • development stage;
  • economics, universities, sponsors and partners.

iii) Ecosystem - LVG has developed an ideal Ecosystem for the development and growth of its start-ups, consisting of partnerships and relations with investors, businesses, experts in digital enterprises and

The aim of LVenture Group is to improve the start-ups success rate and mitigate the investment risk of the Venture Capital sector by:

a) making small initial investments in the start-ups, with option rights on the subscription of future capital

c) concluding investment agreements for protecting LVenture Group's interest in the start-ups (such as, by way of example only, veto rights in the case of extraordinary management, liquidation preferences, Exit

  • increases;
  • b) broadly diversifying the Investments Portfolio;
  • safeguard clauses);
  • funds);
  • e) supporting and assisting the start-ups in launching and developing their business operations.

d) creating important relations with a large number of investors (Business Angels and Venture Capital

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The Ecosystem

Furthermore, in order to best exploit the Group's know how and infrastructure, new business lines have been developed for the generation of recurring revenues, such as, in particular:

  • i) the Open Innovation Programme, which consists of a series of consulting services dedicated to the Ecosystem member companies;
  • ii) the Acceleration Programmes on behalf of Third Parties, organised by the Group;
  • iii) the leasing to start-ups of Co-working spaces;
  • iv) Training courses organised by DoLab;
  • v) Events organised by the Group and aimed at creating relations between the Ecosystem members, acting as a sort of springboard for their activities.

ECOSYSTEM ACTIVITIES IN 2015

  • Investors Day: the Investors Day is the closing event of the acceleration programme, during which the accelerated start-ups can showcase the results achieved over the 5 months of the programme to a qualified audience of investors. The first Investors Day of the year, held on 15 January 2015, was attended by over 200 national and international guests and featured the presentation of the 6 start-ups that had completed the 5th Acceleration programme, while the 6 start-ups of the next programme were announced. The latter became the protagonist of the second Investors Day held on 24 June 2015, during which a total of over € 2.25 million were collected and contracts formalised within 1 month from the event.
  • Hackathons: Hackathons are programming marathons organised with the aim of identifying innovative solutions. These events, sponsored by businesses, are attended by young developers, designers, startuppers, students and engineers from across the country, and are an opportunity to propose solutions to the problems raised by the businesses. During the marathon they are supported by specialised mentors and by the partners to the events. At the end of the competitions, the projects are presented to the clients who announce the winner. The Italian section of the first international Hackathons by BNL BNP Paribas Group was held in the weekend of 12-14 June 2015 at the LUISS ENLABS. The event was held simultaneously in 5 cities: Paris, Brussels, Istanbul, San Francisco and Rome. In the space of 48 hours over

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70 start-ups competed to develop solutions aimed at improving the bank's customer experience. From 13 to 15 November, instead, the accelerator hosted a start-up weekend, a 54-hour event bringing together entrepreneurs, developers, designers and experts, with a view to developing new innovative ideas for the food sector.

Roadshows: LVenture Group has participated in two Roadshows, both organised by IR TOP (an Investor Relations company) sponsored by Borsa Italiana – LSE Group: the first was in connection with the 1st edition of the "Digital Investors Day", on 28 January 2015 in Milan; the second was part of the 6th edition

Visits by embassies: throughout 2015 there were frequent visits by delegations of foreign embassies, especially those of France, US, Canada and Israel, for the purpose of promoting the countries' business activities in Italy. On 30 October 2015, the accelerator also hosted the "Embassy Lab" event, within the framework of the Festival of Diplomacy, involving the embassies of Australia, Brazil, Canada, the UK, France, USA, Poland, Iran and Israel, consisting of fact-finding meetings between the start-ups and the scientific and commercial aides, to meet and assess the activities of the Italian businesses willing to cross

Visits by international representatives: during 2015, the following persons, among others, visited the accelerator: Nimrod Kozlovski, partner of the Jerusalem Venture Partners fund, one of the world's leading experts in Cybersecurity; Ernest J. Wilson, Principal of the School of Communication and Journalism at the Annenberg School (California); Talia Rafaeli, a partner of Stage One Ventures; Brian Cohen, founder of the

  • of the "Small & Mid Cap Investors Day", on 25 September 2015 at Lugano.
  • the borders and become global enterprises.
  • New York Venture Partners
  • together with Google.
  • editions, attended by 800 people.

Device LAB: inaugurated in February, the Device LAB is the first equipped lab present in Italy where developers can tests their apps on the latest-generation and biggest-selling tablet and smartphone models, as well as on software and models not yet released on the market. The facility has been set up in partnership with WIND – which also sponsored the LUISS ENLABS accelerator – and in collaboration with the key manufacturing market players: Microsoft, Samsung and Intel, which has taken part in the project

HITalk: the inspirational event sponsored by LVenture Group celebrated its first anniversary in June with an event hosting many very high-profile speakers and attracting a large number of participants. The aim of HITalk is to exchange original thoughts and experiences about Italian expressions of excellence, for the purpose of offering alternative ideas, perspectives and approaches to a range of social issues, to improve the present and future of our daily lives. In 2015, 8 editions of HITalk were held, 2 of which as special

Angel Partner Group: this new association, set up by LVenture Group, was officially presented in June, at the LUISS ENLABS, before a select audience of over 100 potential investors. Its purpose is to bring together and boost the growth of a community of investors who believe in the social value of Innovation. In this community, members can interact, thanks to networking events and a digital platform, forging personal and professional relations, sharing investment opportunities and creating new business projects.

National and international partnership agreements

In February, the Company concluded an agreement with Unindustria Reggio Emilia to develop a LUISS ENLABS acceleration programme at the Reggio Emilia Technopole. The partnership kicked off by supporting the launch of the "Upidea! Startup Programme" in March, for selecting the start-ups for the acceleration programme, which will last three months and feature six thematic seminars by LUISS ENLABS experts and six Demo Days, during which the LUISS ENLABS experts will support the Unindustria managers in assessing the progress made by the start-ups, with a fortnightly frequency.

In February, a framework agreement was concluded with CIHEAM-Bari to foster training and support activities for young innovators, with the aim of supporting the creation of enterprises in the agrifood and agricultural development sector in the Mediterranean region. The agreement provides for consulting, teaching and mentoring activities during the 6-month programme at the MED-AB business incubator of the Istituto Agronomico Mediterraneo (Mediterranean Agronomics Institute)

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at Bari. At the end of the programme, the selected innovative ideas qualify for access to the LUISS ENLABS acceleration programme.

  • In February, the Company launched a partnership with the Associazione Virgilio 2080, an association made up of Rotary International members, to promote the qualified mentoring activities by Rotarymember tutors with proven experience, targeting new entrepreneurs, and the exchange of information and reports on deserving market opportunities.
  • In March, the Company entered into a partnership with the prestigious Canadian-based accelerator INcubes based in Toronto. This strategic agreement has broadened the Company's international network, facilitating the portfolio start-ups that wish to expand their business overseas.
  • In May 2015, the Company entered into a partnership with SiamoSoci, a crowdfunding platform designed to match start-ups looking for mentorships and capital with investors. Thanks to this agreement, the LVenture Group start-ups will now enjoy easy access to the SiamoSoci platform, ensuring heightened visibility within a vast network of business angels, business accelerators and venture capital funds.
  • In July 2015, the Company launched a partnership with Italian Brand Factory, the first venture capital organisation focusing on Innovative Made in Italy, and aimed at accelerating and co-investing Made in Italy branded start-ups, in the fields of food, fashion e design
  • In October, the Company entered into a partnership with Italian Angels for Growth (IAG), an important Italian angel group active since 2007, to support the development of the LUISS ENLABS accelerator start-ups.
  • In December, LVenture Group joined the Club Acceleratori, the third Club Deal promoted by SiamoSoci, the Italian marketplace that links investors and non-listed assets. Club Acceleratori, launched in September 2015, is a project in which the principal Italian accelerators invest jointly with a network of Business Angels associated with SiamoSoci, in the most promising Italian start-ups.

CORPORATE SOCIAL RESPONSIBILITY

LVenture Group is committed to Corporate Social Responsibility, which is increasingly becoming one of the cornerstones of business culture, as a lever for innovation and competitiveness. In this field, the company has kickstarted 3 special projects for boosting the ecosystem and the community as a whole:

  • 1) LOVEITALY: a non-profit organisation established in October 2015 for the purpose of financing the restoration of small Italian cultural treasures, based on a crowdfunding platform;
  • 2) HITALK: a monthly event format designed to share and circulate alternative ideas, perspectives and approaches to the great social issues, to improve the present and future of everyday life;
  • 3) WAKEUPROMA: in November 2015, LUISS ENLABS launched a partnership with the Retake Rome volunteer movement, to organise #wakeupRoma, with a view to reawakening the capital city's civic pride by means of the practical, yet highly symbolic, gesture of cleaning up four city squares. The event was held on 12 March 2016, with the participation of 3,000 volunteers.

ETHICAL CODE

LVenture Group's Ethical Code, adopted in 2013, is a tool that enables the Group to work with its stakeholders, consistently with the fundamental pillars of its identity and nature, namely, honesty, fairness, confidentiality, transparency and reliability, to which the Group is committed and which are reflected in the Code.

SIGNIFICANT EVENTS AND TRANSACTIONS IN THE PERIOD

GENERAL MEETING

The General Meeting of LVenture Group was held on 30 April 2015, at which it was decided, inter alia, to set the number of Directors at 7 and appoint the Board for a term expiring at the approval of the financial

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statements at 31 December 2017.

GROUP RESULTS IN 2015

INVESTMENTS

In 2015, the Group made micro seed investments during the acceleration Programmes, seed through participation in the capital increases by the start-ups already accelerated by the Group, and seed through participation in capital increases in more advanced – albeit not accelerated – start-ups (follow-on). Furthermore, the Company has also invested with participatory financial instruments (PFI). The following table gives an overview of the investments made in 2015, for a more detailed analysis of the investments see the Explanatory Notes (Notes 10):

(values expressed in KEuros) % interest
at 31-Dec-2015
Microseed Seed Follow-on TOTAL
Soundreef (formerly SR Italia) 13.80% 0 250 0 250
RB More srl (Re-Bello) 14.00% 0 250 0 250
Gamepix 20.58% 0 0 200 200
Sync - Majeeko 14.24% 60 0 120 180
Moovenda 14.14% 60 0 100 160
Verticomics 17.53% 60 0 100 160
Tutored 11.01% 0 0 150 150
Voverc 14.44% 60 0 75 135
Whoosnap 12.85% 0 0 130 130
Nextwin 13.45% 60 0 50 110
Filo 14.26% 0 0 100 100
Brave Potions 12.72% 45 0 50 95
Tiassisto24 14.09% 0 0 75 75
Cocontest SFP 0 0 63 63
Drexcode SFP 0 63 0 63
KPI6.com 10.31% 48 0 0 48
Lisari - Karaoke One 8.42% 48 0 0 48
Drexcode 8.02% 0 7 0 7
Total 441 570 1,213 2,224
Number of transactions 8 4 12 24

The Explanatory Notes contains a detailed explanation of the single investment transaction carried out in 2015.

In 2015, the portfolio start-ups launched new fundraising operations to support their development, with increasing post-money valuations compared to those previously recorded. Consequently, the fair value valuation of the Company's portfolio benefitted from this. The Explanatory Notes show the methods used for portfolio valuation, while the graph on the side illustrates the

growth of the start-up portfolio highlighting the contribution of net investments and of the increased fair

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statements at 31 December 2017.

GROUP RESULTS IN 2015

INVESTMENTS

In 2015, the Group made micro seed investments during the acceleration Programmes, seed through participation in the capital increases by the start-ups already accelerated by the Group, and seed through participation in capital increases in more advanced – albeit not accelerated – start-ups (follow-on). Furthermore, the Company has also invested with participatory financial instruments (PFI). The following table gives an overview of the investments made in 2015, for a more detailed analysis of the investments see the Explanatory Notes (Notes 10):

(values expressed in KEuros) % interest
at 31-Dec-2015
Microseed Seed Follow-on TOTAL
Soundreef (formerly SR Italia) 13.80% 0 250 0 250
RB More srl (Re-Bello) 14.00% 0 250 0 250
Gamepix 20.58% 0 0 200 200
Sync - Majeeko 14.24% 60 0 120 180
Moovenda 14.14% 60 0 100 160
Verticomics 17.53% 60 0 100 160
Tutored 11.01% 0 0 150 150
Voverc 14.44% 60 0 75 135
Whoosnap 12.85% 0 0 130 130
Nextwin 13.45% 60 0 50 110
Filo 14.26% 0 0 100 100
Brave Potions 12.72% 45 0 50 95
Tiassisto24 14.09% 0 0 75 75
Cocontest SFP 0 0 63 63
Drexcode SFP 0 63 0 63
KPI6.com 10.31% 48 0 0 48
Lisari - Karaoke One 8.42% 48 0 0 48
Drexcode 8.02% 0 7 0 7
Total 441 570 1,213 2,224
Number of transactions 8 4 12 24

The Explanatory Notes contains a detailed explanation of the single investment transaction carried out in 2015.

In 2015, the portfolio start-ups launched new fundraising operations to support their development, with increasing post-money valuations compared to those previously recorded. Consequently, the fair value valuation of the Company's portfolio benefitted from this. The Explanatory Notes show the methods used for portfolio valuation, while the graph on the side illustrates the

growth of the start-up portfolio highlighting the contribution of net investments and of the increased fair

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values.

Between 2013 and 2105, the Company invested a total of € 4,918 thousand in the start-ups, taking care to diversify the types of start-ups. The graph below shows the diversification of the Company's overall investments.

Regarding the estimated Write-offs and Exits indicated in the 2015-18 Business Plan, based on the market statistics, the actual Write-offs recorded in 2015 are lower than expected, with regard to both number and amount. While with regard to the Exits forecasted in the 2015-18 Business Plan for the present year, the Company, despite the manifestations of interest received from third parties, no Exits were recorded by the end of 2015.

Furthermore, to provide an Alternative Performance Indicator (API), the valuation of the portfolio to which reference is typically made, is re-calculated by applying the post-money value of the start-up, after the capital increase also in the cases in which it would not be applicable, pursuant to IFRS 13, so as to represent the portfolio performance without the conservative effects of IFRS 13. It should be specified that this measure of corporate performance is useful to understand the results, although it is not provided by the IAS/IFRS, but should not be viewed as substitutive of the latter.

The IFRS-based valuation of the Portfolio must necessarily follow the rules set out by the IFRS/IAS, but it often does not allow the illustration of the portfolio's actual performance to the stakeholders.

DIRECTORS' REPORT ON OPERATIONS

Therefore, we believe it is expedient to integrate the financial reporting with an alternative performance indicator, the aim of which is to represent the value of the Portfolio based on the latest capital transactions in the period.

Note 10 of the consolidated Explanatory Notes provides the details of the two valuations, while the graph features a comparison of the two valuation methods.

REVENUES

Consolidated revenues in 2015

totalled € 929 thousand, up by 49% year-over-year.

There has been a continuous growth of the Group's three main business lines: Acceleration Programmes, Coworking and DoLab digital training courses.

The Accelerator operates in premises of approx. 1,000 m2, out of the total indoor space of 1,450 m2. The premises contain workstations arranged in cubicles and in an open-space environment, accommodating approx. 150 persons. The hosted start-ups pay a hosting fee to use the spaces, which includes the wi-fi and printer service.

Since October 2015, the Group has obtained from Grandi Stazioni a further 100 m2 , which are used as a space for meetings or for holding courses.

The Group is engaged in negotiations with Grandi Stazioni S.p.A., since 2014, to rent further premises for expanding its activities. The 2015-18 Business Plan provides for the approx. 900 m2 extension of the Group premises for increasing its Co-working revenues and developing its Consultancy activities.

In 2015, however, it was not possible to expand the premises, as a result of which the revenues did not increase as expected. On 26 January 2016, the Company received an offer from Grandi Stazioni S.p.A. for new office premises in via Marsala (for about 3,500 m2 ), inside Termini Station, to expand the Accelerator.

The 2015 Acceleration Programmes featured the participation of 13 start-ups, 8 of which selected by the Group (compared to 9 start-ups in 2014) and 5 on behalf of third parties (corporate).

The DoLab business line, launched in 2014 to provide digital training courses, featured 300 participants (247 in 2014). The courses are all in-house courses held by external teachers who are experts in the various subject fields.

In 2015, a series of events were held on the Group premises, including an international Hackathons for BNL BNP Paribas Group. The event was held in the weekend of 12-14 June 2015, at both the Group premises and, simultaneously, in another 4 cities: Paris, Brussels, Istanbul and San Francisco. During the 48-hour event over 70 start-ups competed to develop solutions aimed at improving the bank's customer experience.

OPERATING RESULT

DIRECTORS' REPORT ON OPERATIONS

The operating result in 2015 is a € 1,269 thousand loss (which follows a € 1,199 thousand loss in 2014). The increased management costs impacting on the operating result are consistent with the forecasts set out in the 2015-18 Business Plan. In particular, the costs for services and staff increased primarily as a result of the growth in the number of Group employees.

It should be remembered that the Group, considering its present organisation and operations, is a very young enterprise and that the strengthening of its organisation, also in terms of its human resources, is an ongoing process that has not yet reached its break-even point.

In 2015, the Group continued to pursue a careful policy aimed at balancing permanent hirings and atypical

employment contracts, searching for the right professionals to ensure the improvement and growth of the Group's operations, in order to strike a right balance between the various types of hiring arrangements.

NET FINANCIAL POSITION AND CASH FLOW DYNAMICS

The Groups net financial position is shown in the Explanatory Notes and has been determined in accordance with paragraph 127 of the CESR/05-054b recommendations implementing EC Regulation 809/2004 and with the Consob provisions of 28 July 2006. The following table presents the key highlights of the Group's net financial position at both 31 December 2015 and 31 December 2014. The Group's Net financial indebtedness is positive and amounts to € 656 thousand at 31 December 2015.

Net financial position
(values expressed in KEuros)
31-Dec-15 31-Dec-14 diff. between 2015
and 2014
Net fixed assets 6,585 3,983 2,602 65%
Working capital -44 -73 29 -40%
Cash flow from financing 476 0 476 n,a,
Employee benefits - T.F.R. 0 0 0 n,a,
Net invested capital 7,017 3,910 3,107 79%
Financed by
Own resources 7,673 8,013 -340 -4%
Net financial position -656 -4,102 3,446 -84%
of which medium/long term -446 0 -446 n,a,
Debt/Equity ratio 0,06 0,00 n,a, n,a,
Net financial position/EBITDA ratio 0,53 3,53 n,a, n,a,

Regarding the equity situation at 31 December 2015, the consolidated net invested capital rose from € 3,910 thousand at 31 December 2014 to € 7,017 thousand at 31 December 2015, up by € 3,107 thousand. This increase is the net effect of the € 2,602 thousand increase of the "Net fixed assets", resulting from the higher investments, in the year, in start-ups and the € 29 thousand increase in the "Working capital" as a result of the short-term debt/credit dynamics in the year and the € 476 thousand increase in the "Cash flow from financing" item.

The "Own resources" item dropped by € 340 thousand in 2015, following the recording of the consolidated

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results for the year and the increased fair value reserve.

The "Net indebtedness", represented by bank deposits and the credit/debt lines granted by banks, dropped from € 4,102 thousand at 31 December 2014 to € 656 thousand at 31 December 2015; the € 3,446 thousand drop is the result of the outlays for investments in start-ups and the ordinary management of the Group.

At 31 December 2015, the Group owed € 446 thousand to banks, in connection with a loan taken out by the subsidiary EnLabs with Banca Popolare di Sondrio.

STATEMENT OF CASH FLOW 31-Dec-15 31-Dec-14
(values expressed in KEuros)
Result before minority interest -1,234 -1,162
Non-cash items 79 259
Cash Flow -1,155 -903
Change in the net working capital -32 18
Operating cash flow -1,187 -885
Cash Flow generated from (used by) investment activities -2,152 -1,160
Cash Flow generated from (used by) financing activities 369 4,744
Free Cash Flow generated (used) -2,970 2,699
Opening net cash funds 4,102 1,406
Closing net cash funds 1,132 4,102
Change in net cash funds -2,970 2,696

The operating Cash flow is negative for € 1,187 thousand; the Cash flow used by investment activities totals € 2,152 thousand in 2015. The Free cash flow, in 2015, is negative for € 2,970 thousand primarily as a result of the financial effects generated by the above mentioned operating result, as well as the normal growth of the working capital, mainly linked to the use of the necessary resources for financing investments in start-ups, which is the Group's core business.

FINANCIAL RISK DISCLOSURES

The financial risk disclosures pursuant to art. 2428 of the Italian Civil Code, are shown in point 7 of the Explanatory Notes.

RESEARCH & DEVELOPMENT ACTIVITIES

Due to the nature of the Group companies, at 31 December 2015 no R&D activities were carried out pursuant to art. 2428(2)(1) of the Italian Civil Code

RECONCILIATION BETWEEN THE RESULT OF THE PERIOD AND NET EQUITY OF THE GROUP AND THE SIMILAR VALUES OF THE PARENT COMPANY

The table below shows the reconciliation between the result of the period and net equity of the Group and the similar values of the Parent Company, in accordance with the CONSOB DEM/6064293 Communication of 28/07/2006.

(values expressed in KEuros) Net equity
2015
Result of
period 2015
Net equity
2014
Result of
period 2014
Net equity and result of period of the Parent Company 8,183 -1,079 8,364 -1,100
Removal of subsidiaries 0 0 0 0
Other reserves -355 0 -290 0
Result of subsidiaries -155 -155 -62 -62
Net equity and result of period 7,673 -1,234 8,013 -1,162
Group interest 7,673 -1,234 8,013 -1,162
Minority interest 0 0 0 0
Total net equity 7,673 -1,234 8,013 -1,162

DIRECTORS' REPORT ON OPERATIONS

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CORPORATE GOVERNANCE

THE GOVERNANCE MODEL

The governance of the Parent Company is based on the traditional so-called "Latin model". The governance bodies are:

General Meeting of Shareholders, which can be either ordinary or extraordinary and resolves on the

Board of Directors, which is vested with the broadest powers for the routine and extraordinary management of the Company, with no limitations and with the power and authority to carry out any actions it deems expedient for achieving the Company's purpose, with the sole exception of those

  • matters reserved to it by the Law or the Articles of Association;
  • reserved by law to the general meeting;
  • the auditing firm.

Board of Statutory Auditors, which is responsible for overseeing, (i) the Company's compliance with the law and the Articles of Association, as well as the best management practices; ii) the adequacy of the Company's organisation for the attainment of its purpose, internal control and risk management system and accounting system, as well as the latter's ability to provide a full and accurate picture of the management events; iii) the adequacy of the instructions imparted to the Group companies, in relation to the disclosures required to ensure compliance with the communication obligations; iv) the implementation of the corporate governance rules set out in the Self-Governance Code of Listed Companies, which the Company has adopted. According to Legislative Decree 39/2010, the Board of Statutory Auditors is responsible, first and foremost, for supervising the financial reporting process, the effectiveness of the internal control and auditing system, if applicable, and the risk management system, besides the legal auditing of the Company's annual and consolidated accounts and the independence of

Alongside the above there is also an Executive in charge of preparing the Company's accounting documents.

The Board of Directors has also appointed a Committee for overseeing risks and transactions with related parties. The committee is vested with the significant powers and authority that the Regulation governing transactions with related parties, adopted by the CONSOB (see decision no. 17.221 of 12 March 2010, as amended) assigns to the committee made up of independent directors alone.

The model of governance adopted by the Company is inspired by the applicable Self-Governance Code of Listed Companies issued by the Corporate Governance Body of Borsa Italiana S.p.A., which the Company has adopted, and by the reference models represented by the best international practices.

DISCLOSURES PURSUANT TO ART. 123-BIS OF T.U. 58/1998 (T.U.F.)

At the meeting held on 23 March 2016, the Board of Directors of the Parent Company approved the Annual Report on Corporate Governance and shareholder structure for 2015, which provides, inter alia, the disclosures required under art. 123-bis(1) of the T.U.F.: the report analytically illustrates the corporate governance system of LVenture Group S.p.A. and includes, besides the disclosures referred to in art. 123-bis(2) of the T.U.F., a broad examination of the implementation of the principles of governance recommended by the Self-Governance Code of Listed Companies, in accordance with the so-called "comply or explain" rule.

The annual Report on corporate governance and shareholder structure, to which reference should be made, is made available to the public, together with this Report on operations and the financial statements and can be consulted in the "Corporate Governance" section of www.lventuregroup.com.

DISCLOSURES PURSUANT TO ART. 123-TER OF T.U. 58/1998 (T.U.F.)

Also on 23 March 2016, the Board of Directors of LVenture Group S.p.A. approved the Remuneration Report, in accordance with art. 123-ter of Legislative Decree 58/1998 (the so-called "T.U.F."), and with art. 84-quater of the Consob resolution no. 11971/99 (the so-called "Issuer Regulations"), as subsequently amended, comprising two parts:

(i) part one illustrates the remuneration policy for the directors and executives with strategic responsibilities,

DIRECTORS' REPORT ON OPERATIONS

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with reference to 2019, and the procedures regarding the adoption and implementation of the policy;

(ii) part two describes the single items making up the remuneration and the remuneration paid, in 2015, to the directors and auditors and the executives with strategic responsibilities. The Report will be submitted to the General Meeting called for 28 April 2016, to provide an opinion on part one, which shall not be binding.

The Remuneration Report is available for consultation at the Company's registered office and on its website at www.lventuregroup.com.

DISCLOSURES PURSUANT TO CONSOB RESOLUTION NO. 17221 OF 12 MARCH 2010 (RELATED PARTIES' REGULATION)

In 2015, the Group carried out no significant transactions with related parties, or such as to significantly affect its equity or operations, nor were there changes to or developments in the transactions described in the annual report for 2014 producing the same effects.

All the disclosures relating to transactions under way with the related parties in 2015 are reported in the explanatory notes.

FORESEEABLE OUTLOOK OF OPERATIONS

The management of Group is operating in accordance with the 2016-2019 Business Plan approved by the Board of Directors on 29 December 2015, whose key strategic objectives are:

  • to invest in the more promising Internet and new media start-ups selected from among the participants in the Acceleration Programme, or found on the market, supporting them in their growth and development in order to maximise their Exit values;
  • to promote international development by establishing Joint Ventures with accelerators to support the activities of start-ups and enhance their value;
  • to broaden the Ecosystem, in order to maximise support to the start-ups and, in particular, to extend the premises, in order to enable a growing number of start-ups to take advantage of the benefits of operating inside the Accelerator;
  • to increase the Group's business lines, with a view to stabilising and diversifying ordinary revenues, in particular, by organising Open Innovation programmes targeting companies.

Benefits for the Shareholders

  • forecasted profit for the Issuer from the financial statements at 31 December 2018;
  • 50% dividend payout of profit, from 2019;
  • reduction of investment risks in the Venture Capital area, thanks to:
  • a. the transparency and monitoring of investments by the issuers listed on regulated markets;
  • b. the greater degree of liquidity of securities traded on the MTA.

Principal implementation actions

  • endowing the Company with sufficient capital to finance the investments in the start-ups;
  • extending the space available to the Accelerator to host a growing number of start-ups;
  • developing the business area of the Open Innovation Programme and the Training Courses, complementary activities to those formerly carried out by the Group;
  • strengthening the Group's organisation, also in terms of its resources, to allow the management of a larger volume of investments than at present.

In the first months of the year, the Group implemented the Plan by undertaking the following actions:

  • the formal 2016 capital increase procedure was initiated with the Extraordinary General Meeting held on 2 February 2016, which approved it;
  • the start-ups for the 8th Acceleration Programme were selected and the programme then kicked off on 1 February 2016;

DIRECTORS' REPORT ON OPERATIONS

the Subsidiary is finalising the lease agreement with Grandi Stazioni S.p.A., for the new premises, which

  • should be signed before the end of the first half of 2016;

the investment activities continued and in the first months € 419 thousand were paid out.

APPROVAL OF THE FINANCIAL STATEMENTS

The consolidated financial statements of LVenture Group is approved by the Board of Directors on today's date.

Rome, 23 March 2016

For the Board of Directors The Chairperson Stefano Pighini

CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31 2015 st RELAZIONE SULLA GESTIONE

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CONSOLIDATED FINANCIAL STATEMENTS - STATEMENTS OF ACCOUNTS

NOTES CONSOLIDATED STATEMENT OF FINANCIAL POSITION 31-Dec-15 31-Dec-14
(values expressed in KEuros)
ASSETS
NON-CURRENT ASSETS
7 Buildings, plant, machinery and other equipment 112 107
8 Goodwill and other intangible assets 67 77
9 Available-for-sale bonds and equity holdings 6,343 3,407
10 Receivables and other non-current assets 302 201
11 Deferred tax assets 241 194
TOTAL NON-CURRENT ASSETS 7,065 3,985
CURRENT ASSETS
12 Trade receivables 199 209
Current financial assets 0 0
13 Other receivables and current assets 174 128
14 Cash and cash equivalents 1,132 4,102
TOTAL CURRENT ASSETS 1,505 4,439
TOTAL ASSETS 8,570 8,424
LIABILITIES
15 NET EQUITY OF THE GROUP
15.1 Share capital 6,425 6,425
15.2 - 15.3 Other reserves 2,834 3,101
Profit (loss) carried forward -352 -352
15.4 Net result -1,234 -1,162
TOTAL NET EQUITY OF THE GROUP 7,673 8,013
15.5 TOTAL NET MINORITY INTEREST 0 0
TOTAL NET EQUITY 7,673 8,013
NON-CURRENT LIABILITIES
Non-current payables to banks 0 0
16 Other non-current financial liabilities 446 0
17 Other non-current liabilities 33 2
Provisions for risks and charges 0 0
Employee benefit funds 0 0
Deferred tax liabilities 0 0
TOTAL NON-CURRENT LIABILITIES 480 2
CURRENT LIABILITIES
Current payables to banks 0 0
Other current financial liabilities 0 0
18 Trade and other payables 353 367
19 Tax debts 21 15
20 Other current liabilities 43 28
TOTAL CURRENT LIABILITIES 417 410
TOTAL NET EQUITY and LIABILITIES 8,570 8,424

CONSOLIDATED FINANCIAL STATEMENTS – STATEMENTS OF ACCOUNTS

NOTES CONSOLIDATED STATEMENT OF PROFIT AND LOSS
(values expressed in KEuros)
31-Dec-15 31-Dec-14
21 Sundry revenues and revenues 929 624
22 Service costs -1,093 -852
23 Staff costs -629 -362
24 Other operating costs -355 -298
EBITDA -1,148 -888
25 Amortisation and impairment of assets -19 -20
Amortisation and impairment of intangible assets 0 0
26 Appropriations and write-downs -17 -4
27 Value adjustments of equity holdings -85 -286
EBIT -1,269 -1,199
28 Financial incomes 12 25
29 Financial expenses -17 0
30 Other revenues 26 16
31 Other expenses -27 -5
Result before tax -1,274 -1,163
32 Income tax 40 1
Result before minority interests -1,234 -1,162
Minority interests 0 0
Net Group result -1,234 -1,162
33 Result per share in euros -0.0609 -0.0621
33 Diluted result per share in euros -0.0609 -0.0621
Notes CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(values expressed in KEuros)
31-Dec
15
31-Dec
14
Result before minority interests -1,234 -1,162
Other income components after tax: 0 0
15.3 - Effect from the valuation of the AFS equity holding, net of the tax effect, which will
subsequently be reclassified in the operating profit/(loss)
898 474
Total other income components after tax 898 474
Total income -336 -688
Consolidated comprehensive income: Minority interest 0 0
Consolidated comprehensive income: Group -336 -688

CONSOLIDATED FINANCIAL STATEMENTS – STATEMENTS OF ACCOUNTS

CHANGE OF CONSOLIDATED HET EQUITY (salues expressed thousants of Euros)
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2015 her easy wants form st music
8.4.78 6,421 $\overline{u}$ 18 6.4.138
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2,275 12751 $-5.062$ 1118
Reserves
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Fair salar revoluntion of marita holdings. 126 81H 499 1729
Treasury steels
Pesits (low) for preceding years. $-1131$ $-1.314$ 1.143 $+35.2$
Profit (loss) for the year. $-1.143$ × $+74$ 1210
Overalt will equity 1.013 ROLL × ø × $\circ$ 895 $-1.234$ 7.67.8
Net paymy of the Group. 8.033 8.013 в ۵ ó 893 $-1.234$ $7.67$ E
Net equity of third parties $\omega$ ۰ 41 Ø) $\circ$
CHANGE OF CONSOLIDATED HET EQUITY (values segmested throughth of Euros)
実験(社会) $\blacksquare$
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2014 least will key instruct from a Hanger
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Cipital 1354 1,954 2,475 6.43%
Isuz premiere m YPS. -195 2225 1.1738
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Revolution reserves
Falk salue revoluntion of equita holdings. $15 - 4$ $\frac{1}{2}$ × 474 封锁
Tremer state ×
Pesific (lows) for preceding pears. $-1113$ $-1.173$ 273 a) $-381$
Profit (beed for the year) ÷ $-1.162$ 1142
Overalt will equity 3.938 w. 3.959 ú. 4.745 $\circ$ × $\alpha$ 434 $-1.141$ 6.01.8
Net equity of the Group 3.938 3.910 4.743 $\Phi$ ٥ a 474 $-1.382$ 4.01.8
Net equity of third parties $\Phi$ $\frac{1}{2}$ $\overline{\phi}$ ø. Ŧ
2015 Financial Reports and Statements
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CONSOLIDATED FINANCIAL STATEMENTS – STATEMENTS OF ACCOUNTS

Notes CONSOLIDATED STATEMENT OF CASH FLOW
(values expressed in KEuros)
31-Dec-15 31-Dec-14
Result before minority interests -1,234 -1,162
25 Amortisation of intangible and tangible assets 19 20
26 - 27 Appropriations and write-downs 102 290
28 Financial incomes -12 -25
29 Financial expenses 17 0
30 Extraordinary revenues -26 -16
31 Extraordinary expenses 27 5
11 Deferred tax assets -47 -15
12 Changes in trade receivables 10 -125
18 Changes in trade payables -12 146
13 Changes in other receivables -45 -17
17-19 Changes in other payables 15 14
Changes in staff and other funds 0 0
A Net flow generated/absorbed by operating activities -1,187 -885
7 Increase in tangible assets -25 -15
8 Increase in intangible assets 6 -6
9 Changes in equity holdings -3,021 -1,345
Other changes -7 -268
B Net flow generated/absorbed by investment activities -3,046 -1,635
29 Financial expenses -17 0
30 Financial incomes 12 25
10 Changes in financing -102 -25
15.3 Other changes in net equity 894 5,217
Changes in financial payables to parent companies 30 0
Changes in payables to banks and other current financial liabilities 0 0
16 Changes in payables to banks and other non-current financial liabilities 446 0
C Net flow generated/absorbed by financing activities 1,263 5,216
D Comprehensive cash flow generated/(absorbed) in the period (A+B+C) -2,970 2,696
E Opening cash funds 4,102 1,406
F Closing cash funds (D+E) 1,132 4,102

1. GENERAL NOTES

LVenture Group operates, nationally and internationally, in the Venture Capital sector. The Group's mission is to generate value for its shareholders by transforming young talented start-ups into successful companies.

The Parent Company LVenture Group S.p.A., based in Rome, via Giovanni Giolitti 34, is listed on the online stock exchange MTA (Market Telematico Azionario) of Borsa Italiana S.p.A..

At 31 December 2015, 40.03% of the capital of LVenture Group S.p.A. was held by LV.EN. Holding Srl.

The Consolidated Financial Statements at 31 December 2015 were approved by the Board of Directors of LVenture Group S.p.A. on 23 March 2016 and have been audited by the auditors Baker Tilley Revisa S.p.A..

2. USE OF ESTIMATES AND CAUSES OF UNCERTAINTY

The financial statements have been prepared in accordance with the IFRS, which require the directors to make estimates and express opinions and assumptions that can affect the asset and liability amounts, the disclosures relating to potential assets and liabilities and the value of the revenues and expenses recorded for the period in question. Such estimates and assumptions are based on the facts known at the date of preparation of the financial statements, on historical experience and on any other elements that are deemed to be relevant.

The situation caused by the current climate of economic uncertainty has entailed the need to make assumptions regarding the future performance, and, therefore, we cannot rule out the possibility of different figures being recorded, next year, to the estimates made, which may require adjustments, which, of course, cannot be estimated or foreseen today, and which may also be significant, to the book value of the equity holdings in startups, and, more precisely to the item Available-for-sale bonds and equity holdings and Fair Value Reserve.

3. GENERAL FINANCIAL REPORTING CRITERIA

The Consolidated financial statements have been prepared in accordance with the IAS/IFRS (International Accounting Standards – IAS – and International Financial Reporting Standards – IFRS) as issued by the International Accounting Standards Board IASB, based on text published in the Official Journal of the European Community (OJEC). The IFRS include all the reviewed international accounting standards ("IAS") and interpretations by the International Financial Reporting Interpretations Committee (IFRIC), previously known as the Standing Interpretations Committee (SIC).

The relevant explanatory notes (or notes to the accounts) have been supplemented with the additional disclosures required by the Italian stock exchange commission CONSOB, and the measures issued by it in implementation of art. 9 of the Legislative Decree 38/2005 (resolutions 15519 and 15520 of 27 July 2006 and communication DEM/6064293 of 28 July 2006, made pursuant to art. 114(5) of the TUF), of art. 78 of the Issuer Regulation, of the EC document of November 2003 and, where applicable, of the Italian Civil Code. Consistently with the previous year's financial statements, some information is also contained in the Directors' Report on operations.

The Consolidated financial statements have been prepared assuming that the Group is able to continue operating as a going concern, and include the statement of financial position, statement of comprehensive income, statement of cash flow, statement of changes in net equity and the relative explanatory notes of LVenture Group S.p.A. and its subsidiary, defined, jointly, as the LVenture Group. The figures shown in the Consolidated financial statements are expressed in kEuros (thousands of euros) and the statements have been prepared on the basis of the draft financial statements at 31 December 2015 (period 1 January - 31 December) of the companies included in the consolidation area, as approved by the relevant Boards of Directors.

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Regarding the presentation of its operating results, the Group uses a statement of profit or loss that recognises revenues and expenses based on their nature. The statement of profit or loss includes – as interim results – the EBITDA (earning before interests, taxes, depreciation and amortisation ) and the EBIT (earning before interests and taxes ), which indicators are deemed to be representative of the companies' performance. Furthermore, a statement of comprehensive income has also been prepared, which also includes the operating elements not recorded in the statement of profit or loss and which are related to the specific net equity items. The transactions recorded in the statement of comprehensive income are shown, where applicable, net of the relevant tax effect.

Regarding the statement of financial position, the Group records its current and non-current items separately in the assets and liabilities, which are supposed to be realised or extinguished in connection with the ordinary operating cycle. The above layouts, adequately supplemented by the Explanatory Notes, and accompanied by the Directors' Report on operations, are deemed to be those that can provide the best structured representation of the Group's equity, financial position and performance. If it should prove necessary – as a result of the introduction of new standards or of any changes to the nature of the transactions or of a review of the financial statements – to change the items set out therein, accordingly, in order to provide more reliable and significant disclosures for the users of the financial statements, the comparative figures shall be reclassified, so as to improve the comparability of the disclosures relating to different periods. In this case, if significant, suitable information will be provided in the explanatory notes.

Furthermore, in order to provide an Alternative Performance Indicator (API), the portfolio assessment to which reference is typically made is re-calculated applying the post-money value of the start-up, after the capital increase also for those cases in which IFRS 13 is found not to be consistent, so as to represent a portfolio performance minus the conservative effects of IFRS 13. It should be specified that although this business performance measurement criterion is a key tor the interpretation of the results not provided by the IAS/IFRS, nevertheless it must not be considered as replacing those outlined in the principles.

4. APPLIED VALUATION CRITERIA AND ACCOUNTING STANDARDS

The accounting standards and consolidation principles adopted for the preparation of these Consolidated financial statements are consistent with those adopted for preparing the Consolidated financial statements at 31 December 2014, except for the following, as a result of the introduction of new accounting standards, amendments and interpretations, effective from 1 January 2015. As required by the Consob communication 0007780 of 28.1.2016, and the public statement published on 27 October 2015 by the ESMA, "European common enforcement priorities for 2015 financial statements", in relation to the disclosures that listed companies are required to make in their financial reports from 31.12.2015, the following paragraphs provide an overview of the accounting principles and policies adopted and the valuations made by the Group, with a detailed account, for example, of the most significant and directly applicable accounting standards, specifying how these standards have been adopted by the Group and avoiding the mere reproduction of the standards themselves. Consequently, we make no mention of the accounting standards not adopted by the Group in the preparation of its Consolidated financial statements.

Regarding the said accounting standards, amendments and interpretations, as approved by the European Union, effective from 1 January 2015, following is an overview of those applied for the first time in the Consolidated financial statements of LVenture Group at 31 December 2015:

IFRS 8 Operating segments: by amending IFRS 8, the IASB: a. has introduced new disclosure obligations, requiring a brief description of the operating segments, which have been aggregated and the economic indicators used in connection with this aggregation; b. has a reconciliation of the disclosed segment activities with the entity's total activities is required only where this information is provided on a regular

basis to the entity's chief operating decision maker ("CODM").

Accounting standards, amendments and interpretations published by the IASB, but not yet approved by the European Union

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  • IFRS 14 Regulatory Deferral Accounts. On 30 January 2014, the IASB published the document as a first step in a much broader Rate-regulated activities project, undertaken by the IASB in September 2012. IFRS 14 permits an entity which is a first-time adopter of International Financial Reporting Standards to continue to recognise the amounts relating to assets/liabilities in accordance with its previous GAAP. In order to improve the comparability of entities that formerly applied the IFRS and which no longer separately record these amounts, the standard requires that the effect of the rate-regulated activities must be presented separately from the other items of the statement of financial position, statement of profit or loss and statement of comprehensive income.
  • Amendments to IFRS 11: Accounting for Acquisitions of Interests in Joint Operations (issued on 6 May 2014).
  • IFRS 15 Revenue from Contracts with Customers. On 28 May 2014, the IASB published the document requiring a company to recognise the revenues when the transfer of control of goods or services to the clients actually takes place, at a value that reflects the consideration that the company expects to receive for the said products or services. To achieve this purpose, the new revenue recognition method defined a 5-step process. The new standard also requires more informative relevant disclosures, with regard to the nature, amount, timeframes and uncertainties relating to the revenues and financial flows arising from the contracts concluded with clients.
  • Amendments to IAS 16 and IAS 38: Clarification of Acceptable Methods of Amortisation and Amortisation (issued on 12 May 2014).
  • Amendments to IAS 16 e IAS 41: Bearer Plants (issued on 30 June 2014).
  • IFRS 9 Financial Instruments. On 24 July 2014, the IASB published the final document representing the conclusion of the process, broken down into three stages: "Classification and Measurement", "Impairment" and "General Hedge Accounting", fully revising IAS 39. The document introduces new criteria for classifying and measuring financial assets and liabilities. In particular, with regard to financial assets, the new standard uses a single approach based on the management model of the financial instruments and driven by cash flow characteristics, for the purpose of determining the valuation criteria, replacing the different rules provided by IAS 39. As regards financial liabilities, instead, the main change regards the accounting treatment of the fair value changes in a financial liability designated as measured at fair value through the statement of profit or loss, in the event these are due to changes in the creditworthiness of the financial liability itself. According to the new standard, these changes must be recognised in the other statement of comprehensive income components, without passing through the statement of profit or loss. The main innovations introduced, with regard to hedge accounting, are:
  • changes in the types of transactions eligible for hedge accounting; in particular, the risks for nonfinancial assets/liabilities eligible for hedge accounting are broadened;
  • changes in the recording of forward contracts and options included in a hedge accounting relationship, for the purpose of reducing the volatility of the statement of profit or loss;
  • changes in the effectiveness test, by replacing the current method based on the 80-125% parameter with the "economic relationship" between the hedged item and the hedging instrument; furthermore, the valuation of the retrospective effectiveness of the hedging relationship will no longer be required;
  • the enhanced flexibility of the accounting rules is balanced by the additional requests for disclosure of information on the risk management activities put into place by the company.

The new document includes a single model for the impairment of the financial assets based on the expected losses.

  • Amendments to IAS 27: Equity Method in Separate Financial Statements (issued on 12 August 2014).
  • Amendments to IFRS 10 and IAS 28: Sale or Contribution of Asset between an Investor and its Associate or Joint Venture (issued on 11 September 2014).
  • "Annual Improvements to IFRSs: 2012-2014 Cycle " (issued on 25 September 2014).
  • Amendments to IAS 1: Disclosure Initiative (issued on 18 December 2014).
  • Amendments to IFRS 10. IFRS 12 and IAS 28: Investment Entities: Applying the Consolidation Exception (issued on 18 December 2014). The Group has not yet adopted any standards, interpretations or improvements already issued but which have not yet entered into effect.
  • 4.1. Consolidation standards

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements include the statement of financial position and statement of profit or loss, at the same date, of both the Parent Company, LVenture Group S.p.A. and its subsidiary.

The definition of control is not based solely on the concept of ownership, but includes other more substantial aspects as well: a company (called a subsidiary) is controlled by another company (called a parent company) when the Parent Company has the power to determine the subsidiary's financial and operating policies, so as to obtain benefits from its operations. The financial statements of the subsidiary are included in the Consolidated Financial Statements from the date on which the Parent Company has acquired control and until its control ceases.

At the date of the Consolidated financial statements there were no minority interests in the subsidiary. The subsidiary has been consolidated with the so-called "line-by-line method".

4.2. Transactions in foreign currencies

i. Functional and presentation currency. All the items presented in the financial statements of the entities included in the consolidation area are measured using the currency of the "main economic environment" in which the entities themselves operate (the so-called "functional currency"). The consolidated financial statements are presented in euros (rounded to the nearest thousand), because this is the currency in which most of the Group transactions are carried out.

ii. Transactions in foreign currencies. The financial statements of the single Group entities are prepared and presented in euros. Regarding the preparation of the single financial statements, the transactions in foreign currencies by the Group companies are translated into the functional currency at the applicable exchange rate at the date of the transaction. The monetary assets and liabilities in foreign currencies at the date of the financial statements are translated at the applicable exchange rate at the end of the year; the non-monetary assets and liabilities valued at their historical costs in the foreign currency are translated at the applicable exchange rate at the date of the transaction.

Exchange differences from the translation of monetary assets and liabilities at the date of the financial statements are recognised in the statement of profit or loss.

The following table shows the exchange rates applied:

2015
Closing exchange
rate
Mean rate

4.3. Intangible assets (IAS 38)

Intangibles other than goodwill

Intangible assets are non-monetary assets, which are without physical substance and identifiable, controllable and capable of generating future economic benefits. Intangibles are measured at purchase and/or production cost, including all the expenses incurred to prepare the assets for use, minus any depreciations and impairments of value. Amortisation begins when the relevant assets become available for use and is spread systematically in relation to their remaining useful lives, according to an estimate of the length of time the Company will use them.

No intangible assets are recorded in the Consolidated financial statements at 31 December 2015, while a single intangible cost had been recorded in the previous year, in relation to a plan for extending the premises, which then fell through resulting in the reversal recognised in the statement of profit or loss in 2015.

Goodwill

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Goodwill represents the difference recorded between the cost incurred for acquiring a controlling stake (in a business or group of businesses) and the fair value of the assets and liabilities identified at the date of acquisition. Goodwill is not amortised on a straight line, but it is subject to an annual test for impairment losses (impairment test). Goodwill is written down when its recoverable amount is lower than its carrying value. The recoverable amount is the greater of the fair value, less the costs of disposal and related value in use. Goodwill write-downs may not be subsequently reversed.

Goodwill is related to the EnLabs S.r.l. subsidiary and has been recorded in the Consolidated financial statements in 2013 based on the Purchase Price Allocation (PPA), as a result of the merger through acquisition of LVenture S.r.l. (a single member company) by the Parent Company.

4.4. Tangible assets (IAS 16 and IAS 17)

Tangible assets are measured at purchase cost, including any additional related costs needed to commission the relevant assets so that they can be used for the purpose for which they were originally purchased. Assets made up of components, with a significant value and different useful lives, are considered separately for amortisation purposes. Tangibles are amortised on a straight line basis, according to their estimated useful lives for the company, which is reviewed annually. The amortisation rates are shown in the following table:

Furnishings 12%
IT hardware 20%
Other assets 12% – 20%

In the event a tangible asset suffers a lasting impairment, its carrying value is determined by comparing it with its so-called "recoverable" value, represented by the greater of the fair value and the value in use. The fair value is defined on the basis of the relevant market values, recent transactions or the best available information for determining the potential price of disposal of the asset.

The value in use is based on the discounted cash flow from the expected use of the asset, applying the best estimates relating to its remaining useful life and a rate that also takes into account the implicit risk of the specific sectors in which the Group operates. This measurement is made for the single assets or the smallest identifiable units of assets capable of generating an independent cash flow (cash-generating units of CGUs).

In the event of a negative difference between the above mentioned values and the carrying value, the amount is written down, and when the reasons causing the impairment are no more the asset's value is reversed. Write-downs and reversals are recognised in the statement of profit or loss.

4.5. Other equity holdings (IAS 39 and IAS 36)

Equity holdings in start-ups, constituting non-current financial assets not held for trading, are classified as available-for-sale assets and recognised at their fair value. These equity holdings are generally lower than 20%, nevertheless, in exceptional cases in which they are slightly higher, the relevant entities are not viewed as associates because the other conditions provided in the relevant accounting standard are not satisfied.

The profit or loss arising from the changes of fair value is recorded directly in the net equity, until the start-ups are sold or suffer an impairment loss; when the asset is sold, the profit or loss previously recorded in the net equity is recognised in the relevant statement of profit or loss.

If the start-up is wound up, the asset is written down and the accumulated losses recognised in the statement of profit or loss.

SIC 12 has tax evasion prevention purposes and applies to special purpose entities, within the meaning of IFRS 3. SIC 12 deals with transactions involving financial assets giving rise to uncontrolled off-balance-sheet entities, based on the criteria established by IAS 27; these entities can be consolidated according to the requirements of SIC 12.

4.6. Financial assets and investments

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Group classifies its financial assets and investments as either:

  • receivables;
  • available-for-sale financial assets.

Financial assets and investments are recorded consistently with the contracts entered into by the parties. At the date of the financial statements, the Group assesses, with respect to all the categories, whether there is objective evidence that the single financial asset - or set of financial assets - features signs of impairment and writes it down in the event that the impairment tests show a recoverable amount lower than the carrying value.

Receivables

They include investments having the characteristics of "Loans & Receivables", within the meaning of IAS 39, such as the non-listed loans or bonds issued by companies. These financial assets are initially recorded at fair value (usually corresponding to cost) and are then valued at their amortised cost, net of any write-downs resulting from impairment tests.

The item also includes trade receivables that are first recorded at fair value (which usually corresponds to their nominal value) and are recognised in the financial statements at their amortised cost. They are subsequently adjusted with suitable write-downs, if any, and entered in the statement of profit or loss, when there is actual evidence that they have suffered a loss in value. The extent of these write-downs is equal to the difference between the carrying value and the recoverable amount.

Available-for-sale financial assets

Available-for-sale financial assets are recorded at fair value, if it can be determined, with a net equity counter item, and the profit or loss arising from the changes in fair value is recognised directly in net equity, until they are transferred or impaired, when the overall profit or loss previously recognised in the net equity is recorded in the relevant statement of profit or loss. The write-downs are recognised in the statement of profit or loss in the event of a situation such as to prevent the start-up from continuing its operations.

The designation of the single instrument of this category is final, it is effected at its first recognition and cannot be changed.

4.7. Cash and cash equivalents (IAS 32 and IAS 39)

Cash and cash equivalents include the cash on hand, deposits payable to the bearer and high liquidity short-term financial investments, which are readily convertible into cash and are subject to an irrelevant price variation risk. All cash assets held in bank accounts are recorded at their nominal value; the other cash assets and short term financial investments are measured, depending on data availability, at their fair value determined as the market value at the year's end.

4.8. Net equity

Net equity is made up as follows:

Share capital

Ordinary shares are recorded in net equity. Any amount collected for their disposal, net of the relevant direct transaction costs and the related tax effects, is recognised in the Net equity of the group.

Reserves

They are not shown in the statement of financial position as separate items but grouped under the single heading of "Reserves". The nature of each reserve is outlined below:

Legal reserve

The reserve reflects the allocation of a share of the net profit.

Share premium reserve

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The reserve includes the excess amount of the issue price of the shares, compared to their nominal value, net of the expenses incurred in connection with the capital increase.

4.9. Employee benefits (IAS 19)

Employee benefits are paid annually into two single premium performance-based capitalisation insurance policies (one of which is in the name of both the Group companies), taken out with Allianz S.p.A., with annual revaluation and consolidation of results. The premiums are calculated based on the Severance Indemnity regulations in force in Italy. Therefore, the Consolidated financial statements feature the annual cost in the statement of profit or loss, but no statement of financial position item because the premiums are paid within 31 December.

4.10. Financial liabilities (IAS 32 ad IAS 39)

Loans are initially recognised at cost, represented by the fair value net of any additional costs. Subsequently, they are recorded applying the amortised cost method, calculated by applying the actual interest rate, taking into account the issue costs and any discounts or premiums provided at the date of settlement of the instrument.

In the case of bank loans, they are valued at their nominal value, taking into account any additional expenses arising from positions past due.

4.11. Other non-current and current assets

This item includes receivables not classified in the other asset items of the statement of financial position. These items are recorded at their nominal value, or at their recoverable amount, if this is found to be lower, after having assessed their future recoverability.

Furthermore, this item includes the prepayments and accrued income, for which it has not proved possible to adjust the respective assets to which they refer.

4.12. Other current and non-current liabilities

This item includes payables not classified in the other liability items of the statement of financial position, especially trade payables, such as payables to suppliers and withholdings, as well as accrued liabilities and deferred income not arising from the direct adjustment of other liability items.

4.13. Current and deferred taxation (IAS 12)

Income tax is determined on an accrual basis, pursuant to the tax regulations in force at the date of the Consolidated financial statements.

With a view to complying with the accruals principle in determining the fiscal effects of costs and earnings, deferred tax is recorded when the payment of the relative taxes occurs in subsequent years.

Deferred tax assets are recorded when the tax deductibility of the charges is deferred to future years.

Moreover, deferred tax assets are only recorded if, in conformity with IAS 12, a future recovery is deemed probable, or only if, according to the Group's plans, it is deemed likely that there will be sufficient future taxable profit, such as to absorb the deductibility of the charges or losses, in relation to which the deferred tax assets are recorded.

Lacking this requirement, the deferred tax assets, if any, are written down and the relevant effect is recognised in the statement of profit or loss.

4.14. Statement of profit or loss - Revenue and expenses (IAS 18)

Revenue and expenses are recorded based on the accruals concept. Revenue is measured according to the fair value of the consideration due or received and is recognised when the future benefits are received and these benefits can be reliably measured.

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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Expenses are recorded at the date on which they are incurred.

Revenue and expenses, in connection with the financial instruments measured at amortised cost, and which can be determined from the start, regardless of the date on which they are settled, are recorded in the statement of profit or loss based on the actual interest rate.

Any impairments are recorded in the statement of profit or loss for the year in which they are determined.

4.15. Accounting for government grants and disclosure of government assistance (IAS 20)

This standard applies to the accounting and disclosure of government grants and to the disclosure of other forms of government assistance. The use of the term "government" here is meant to also include government entities and similar local, national or international entities or authorities. Government grants take the form of transfers of resources to a company, subject to the latter is having complied with - or undertaking to comply with - certain terms and conditions relating to its operations. The item does not include any forms of government assistance to which no value may be reasonably assigned, or transactions with government entities that cannot be distinguished from a company's ordinary operating activities.

A government grant is recognised only when there is reasonable assurance that (a) the company will comply with any conditions attached to the grant and (b) the grant will be received. The grant is recognised as income over the period necessary to match them with the related costs, for which they are intended to compensate, on a systematic basis.

The accounting of government grants is made in accordance with the income method, whereby a grant is recognised in the operating profit (loss) in one or over two or more years. In order for a government grant to be recognised as income it must match as costs the related expenses that they are intended to compensate, on a systematic basis, in respect of the profit (loss) for the relevant periods. The recognition of a government grant in the profit (loss) of the period in which it is received does not comply with the assumption of accrual accounting (see IAS 1 Presentation of financial statements) and could be accepted only if there is no applicable criterion for spreading the grant over periods other than those in which it was received. A grant receivable as compensation for costs already incurred or for immediate financial support, with no future related costs, should be recognised as profit (loss) in the period in which it is receivable.

4.16. Impairment of assets

IAS 36 requires that, if any indicators, events or changes in circumstances suggest the possible impairment of any intangible or tangible assets, the relevant assets must undergo impairment testing to ensure that the value recorded in the financial statements does not exceed their recoverable amount. Such tests should be carried out at least once a year, in the case of Assets and Goodwill with an indefinite useful life.

The recoverability of the values recorded in the financial statements is assured by comparing the carrying value of the assets at the reference date and the greater of the fair value less costs of disposal (if available) and the value in use. The value in use of a tangible or intangible asset is measured based on an estimate of the future cash flows expected to be derived from the asset, discounted at the discount rate before tax, which reflects the current market assessment of the time value of money and the risks specific to the Group activities.

If it is not possible to estimate the independent cash inflow for the individual asset, then the asset's cash-generating unit (CGU) is determined, to which it is possible to associate future objectively determinable cash inflows, independent of those determined by other CGUs. The CGUs have been determined consistently with the Group's organisational and operational architecture.

If the impairment test highlights the impairment of an assets, its carrying value is written down up to its recoverable amount, through its direct recognition in the statement of profit or loss.

When the reason for writing down the asset's value no longer exists, the carrying value of the asset (or of the CGU) - except for the goodwill - is restored to the new value arising from its estimated recoverable amount, albeit not beyond the net carrying value that the asset would have had if the write-down had not been made as a result of the impairment. The reversal of value is immediately recognised in the statement of profit or loss.

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4.17. Earnings per share (IAS 33)

The basic earnings per share (EPS) is calculated by dividing the net profit of the period attributable to ordinary Shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is calculated by adjusting the weighted average number of ordinary shares outstanding to take account of any other potential ordinary shares.

4.18. Statement of cash flow

The statement of cash flow has been prepared applying the indirect method. The cash and cash equivalents included in the statement include the asset and liability balances of the item at the reference date. The foreign currency cash flows have been translated at the average exchange rate of the period. The revenue and expenses related to interest, dividends received and income tax are included in the financial flows generated by the operational management.

5. CONSOLIDATION AREA

The consolidation area at 31 December 2015 is unchanged, compared to 31 December 2014, and consists of the Parent Company LVenture Group and the following subsidiary:

Name Registered office Capital % stake
EnLabs Srl Rome € 12,500 100%

6. SEGMENT DISCLOSURES

Secondary scheme – Geographical segments

The Group operates exclusively in Italy, therefore no reclassification of the statement of profit or loss by geographical sector has been made.

Business segments

Since 2014, the Group has diversified its operations expanding into the training and consulting segments. Therefore, the Group operations, and related strategies, are built around two business lines:

  • venture capital operations, including investments in start-ups and acceleration activities;
  • other activities, including consulting and training.

The following tables show the reclassified statement of profit or loss by segment of activity, as mentioned above:

Segment information Venture capital operations Other activities
(values expressed in KEuros) 31-Dec-15 31-Dec-14 31-Dec-15 31-Dec-14
Sundry revenue and earnings 632 363 296 260
Total 632 363 296 260
Segment information Venture capital operations Other activities
(values expressed in KEuros) 31-Dec-15 31-Dec-14 31-Dec-15 31-Dec-14
Costs for services 1,296 613 152 537
Total 1,296 613 152 537
Segment information Venture capital operations Other activities
(values expressed in KEuros) 31-Dec-15 31-Dec-14 31-Dec-15 31-Dec-14
Wages and salaries 404 163 69 133
Social security contributions 115 32 14 17
Severance indemnity and other funds 27 9 0 7
Total 546 204 83 157

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Segment information Venture capital operations Other activities
(values expressed in KEuros) 31-Dec-15 31-Dec-14 31-Dec-15 31-Dec-14
EBITDA -1,209 -455 61 -434
Total -1,209 -455 61 -434
Segment information Venture capital operations Other activities
(values expressed in KEuros) 31-Dec-15 31-Dec-14 31-Dec-15 31-Dec-14
Amortisations and appropriations 36 0 0 24
Total 36 0 0 24
Segment information Venture capital operations Other activities
(values expressed in KEuros) 31-Dec-15 31-Dec-14 31-Dec-15 31-Dec-14
Write-offs on start-ups 85 286 0 0
Total 85 286 0 0
Segment information Venture capital operations Other activities
(values expressed in KEuros) 31-Dec-15 31-Dec-14 31-Dec-15 31-Dec-14
Financial/extraordinary management 6 28 0 8
Total 6 28 0 8
Segment information Venture capital operations Other activities
(values expressed in KEuros) 31-Dec-15 31-Dec-14 31-Dec-15 31-Dec-14
Result before tax -1,336 -713 61 -624
Total -1,336 -713 61 -624

7. FINANCIAL RISK DISCLOSURES

The Company has put into place a system for monitoring the financial risks to which it is exposed. The policy provides for the periodical monitoring of the financial risks related to the Company's operations, for the early assessment of any potential negative effects and implementation of the necessary mitigation measures. Following is an analysis of the relevant risks, with the level of exposure and, in the case of rate-related risks, featuring a sensitivity analysis, for the purpose of measuring the potential impact on the final results of any hypothetical fluctuations of the reference parameters.

Credit risk

A credit risk represents the Group's exposure to potential losses from the non-fulfilment of obligations by the relevant parties. The Group does not have a significant concentration of credit risks and has implemented procedures to minimise this risk exposure.

The maximum theoretical exposure to a credit risk for the Group is represented by the carrying value of the financial assets recorded in the financial statements and amounting to € 199 thousand (non-current financial assets + trade receivables).

Any positions that objectively cannot be collected, either in full or in part, are individually written down. Regarding the determination of the likely recoverable amount and amount of the write-downs, the estimated recoverable flows and forecasted collection date, as well as the charges and costs for future recoveries, are taken into account.

Operational criteria are also applied to quantify the existence of any (personal and real) guarantees and/or the existence of insolvency proceedings.

Within the context of its own operations, LVenture Group may grant loans to any part-owned companies, in connection with the implementation of any far-reaching business or financial projects. In this case the credit risk is extended to limited positions that are subject to constant monitoring.

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The processes inherent in the granting of loans and their use, in the Company's field of operation, are defined by specific procedures. The mapping of the processes is currently being completed and the procedures are being redefined and implemented.

LVenture Group and its subsidiary carry out a (financial and commercial) credit analysis, on a regular basis and, in any event, at the closing date of the financial statements, with a view to determining the credits that feature objective evidence of a possible impairment. The value adjustments are recognised in the statement of profit or loss.

The original value of the credit is restored in the subsequent years, insofar as the reasons, which determined the adjustment, are no longer present, provided that this valuation can be objectively linked to an event occurring after the adjustment. This reversal of value is recognised in the statement of profit or loss and under no circumstance may it exceed the amortised cost that the credit would otherwise have had, had there been no previous adjustment.

Interest rate risk

At 31 December 2015, the Company has no fixed-rate financial instruments measured at fair value, nor any interest rate hedging derivatives.

The variable interest rate financial instruments, at 31 December 2015, include cash and cash equivalents and loans.

At 31 December 2015, a hypothetical variation of the interest rates for the variable interest rate instruments amounting to + 50 bps, with the other variables remaining constant, could determine an impact before tax of greater/lower financial charges on the current and non-current variable-rate financial liabilities lower than approx. € 1.5 thousand per year. This risk is to be considered low.

Liquidity risk

A liquidity risk is represented by the possibility that the Company finds itself unable to meet its obligations, in cash or by delivery, whether expected or unexpected, due to a lack of financial resources, jeopardising its daily operations or financial situation.

The liquidity risk may arise from the difficulty in obtaining loans to support the operations of the Company, in a timely manner, and may manifest itself with the inability to raise the necessary financial resources, at economic conditions.

The short and medium-term liquidity needs are monitored by the Management with a view to guaranteeing a timely access to financial resources or an adequate investment of cash assets.

The two main factors, which determine the situation of liquidity of the Company, are, on the one hand, the resources generated or absorbed by the operating and the investment activities and, on the other, the debt lending period and its renewal features or the liquidity of the funds employed and market terms and conditions.

It is considered that the available resources, apart from those which will be generated by the operating and loan activities, will allow the Company to satisfy the needs brought about by such activities as investments, managing the current assets and repaying debts at their natural expiry date.

At 31 December 2015, the net financial position amounted to € 656 thousand, consisting of cash assets amounting to € 1,132 thousand and medium-long-term liabilities amounting to € 446 thousand. Regarding financial assets, the Group's policy is to keep all the available liquidity invested in demand bank deposits, without recourse to financial instruments, even on the currency market, at banks, carefully selected taking into account the level of remuneration of the deposits, but also based on their reliability. In 2015, the Company invested with a prime credit institution the sum of € 500 thousand in a 12-month secured deposit, this sum was released on 28 January 2016 and paid into the principal bank account of the Company.

Lastly, in order to support its future development, the parent company LVenture Group S.p.A. has structured with a primary credit institution, a loan transaction for a maximum amount of € 750 thousand. This transaction may be activated at any time. At 31 December 2015, no sum had yet been paid out.

Finally, with regard to the Capital Increased approved by the General Meeting on 2 February 2016, the reference shareholder LV.EN. Holding Srl undertook the binding commitment to subscribe to an amount of no less than € 900

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

31-Dec-15 31-Dec-14
117
112 10.

thousand, of which € 700 thousand shall be paid to the Company, into the future capital increase account, no later than 31 March 2016.

Fair value disclosure

IFRS 13, issued by the international accounting standards setter for the purpose of improving fair value measurements or disclosures associated with financial instruments, has introduced the concept of "Fair Value Hierarchy" (FVH), featuring three different levels (Levels 1, 2 and 3), in decreasing order of observability of the inputs used to estimate the fair value.

The FVH provides for the alternative assignment of the following levels:

  • Level 1 inputs: are quoted prices in active markets for identical assets or liabilities (i.e. without changes or repackaging).
  • Level 2 inputs: are quoted active market prices for similar assets or liabilities or measured based on valuation methods where all significant inputs are based on parameters that can be observed on the market.
  • Level 3 inputs: are valuation methods where any significant input for the fair value measurement is based on unobservable market data.

The fair value of the "Available-for-sale securities and equity holdings", at 31 December 2015 (Note 9), can be classified as a Level 3 input. There are no other financial instruments measured at fair value. In the case of assets and liabilities valued at the amortised cost, given their nature, we may reasonably assume that the fair value does not depart significantly from the values of the financial statements.

8. BUILDINGS, PLANT, MACHINERY AND OTHER EQUIPMENT

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Buildings, plant, machinery and other equipment 112 107
Total 112 107

Following is the make-up of the tangible assets net of the relevant funds:

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Furnishings 88 88
IT hardware 19 12
Other assets 5 6
Total 112 107

Following is the make-up of the item with the relevant movements in the year:

(values expressed in KEuros) Furnishings IT hardware Other assets
- historical cost 111 17 9
- Amortisation and write-down fund -23 -5 -2
Balance at 31 December 2014 88 12 6
Movements in 2015:
-
Increases
13 11 0
- Decreases 0 0 0
- amortisation and write-downs -13 -5 -2
Total movements in 2015 0 7 -2
- historical cost 124 28 9
- Amortisation and write-down fund -36 -10 -4
Net value at 31 December 2015 88 19 5

The most significant item of the tangible assets is "furnishings and fittings" amounting to € 88 thousand, net of the relevant amortisation fund.

2015 Financial Reports and Statements

9. GOODWILL AND OTHER INTANGIBLE ASSETS

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Goodwill and other intangible assets 67 77
Total 67 77

Impairment test pursuant to IAS 36 on the value of goodwill

The Goodwill item amounts to € 67 thousand based on the Purchase Price Allocation (PPA), as a result of the merger through acquisition of LVenture S.r.l. (a single member company) by the Parent Company. The goodwill is related to the subsidiary EnLabs S.r.l.

The impairment test conducted pursuant to IAS 36 has highlighted no need for write-downs.

Regarding the value of goodwill, in particular, IAS 36 provides that, being an intangible asset with an indefinite useful life, it must not be amortised but subject to annual measurement of value. Since goodwill does not generate an independent cash flow, nor can it be transferred separately of the assets to which it has access, IAS 36 provides for the measurement of its recoverable amount as a residual, i.e. remaining, amount, determining the so-called cash-generating unit (CGU).

The analysis in question has been conducted based on the financial flows reflected in the 2016-2019 Business Plan of EnLabs (approved by the Board of Directors on 23 December 2015) and on the best available information.

The documents used in connection with the impairment test reflect the best estimates regarding the key assumptions based on business operations (macroeconomic trends, business development assumptions). The assumptions in question, and the corresponding financial highlights, have been deemed and considered suitable for the purpose of conducting the impairment test, by the Board of Directors of LVenture Group, which approved the results on 23 March 2016.

In this regard, IAS 36 defines the recoverable amount as the greater of the fair value of an asset or of a cash-generating unit, minus the costs of disposal, or the value in use. The recoverable amount referred to in IAS 36 has been estimated with reference to the value in use, that is, the present value of future cash flows that the Parent Company expects from the asset itself, determined as better specified below.

Having said this, with regard to the determination of the CGU, it is specified that the value in use of the invested capital recorded in the consolidated financial statements at 31 December 2015 has been determined based on the following determinants:

  • cash flows derived from the 2016-2019 Business Plan of EnLabs;
  • the use of the before tax Unlevered Discounted Cash Flow method;
  • the determination of a "market based" discount rate, i.e. determination of the before tax WACC (Weighted Average Cost of Capital);
  • the exclusion, as required by IAS 36, of incoming or outgoing future cash flows, potentially deriving from future corporate restructuring, improvements or optimisation of the asset performance, except those linked to normal operating activities.

The WACC has been determined equal to 13.51% on the basis of the following assumptions:

  • calculating the mean "beta" (levered) parameter, found equal to 1.09, based on the figure of the parent company LVenture Group (source Bloomberg, monthly calculation frequency);
  • applying a free-risk interest rate of 1.46%, represented by the yield of the 10-year BTP, which, as such, includes the 'country risk' component; in this specific case, we have considered the average yields of the latest 3 month-end auctions, compared to the date of performance of the impairment (test), by reason of the highly volatile context of the

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

rates of Italian treasury bonds: the use of the quarterly average has permitted to reduce the effects dictated by the said volatility;

applying a "market risk premium" of 7.55% on the basis of studies on the average yield differential of the stock markets,

considering a borrowing cost before tax of 5.16%, the incidence of the debt trend has been assumed at 20%, based on

  • compared to the risk free rate (Damodaran 2016 update);
  • the 2016-19 Business Plan;
  • capacity.

the tax rate, applied to the determination of the WACC before tax, is equal to 32% and has been estimated on the basis of the currently foreseeable tax rate, taking into account a minimal portion of non-deductible costs, in a permanent

The following paragraphs feature the outcome of the impairment tests performed, the figures are in KEuros:

CGU Goodwill Carrying value Total Value in use Excess
EnLabs 67 660 728 4,701 3,973
  1. SECURITIES AND STOCKS AVAILABLE-FOR-SALE
(values expressed in KEuros) 31-Dec-15 31-Dec-14
Other equity holdings 6,343 3,407
Total 6,343 3,407

The item "Equity holdings" is composed as follows:

2015 Financial Reports and Statements

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Regarding the valuation of the single start-ups at Fair Value Level 3, the following table shows the parameters applied:

(values expressed in KEuros) Proj. No. /
year
Microseed
Seed (S) /
(MS) / SFP
FHV at 31-Dec-2015
% interest
at 31-Dec-14
Value
Increases (Decreases) Write-downs Write-downs at
Write-ups /
Fair Value
31-Dec-15
Value at
Interactive Project P 1 - 2011 S Lev. 3 15.87% 225 0 0 0 -69 156
Next Styler P 1 - 2011 S Lev. 3 14.03% 289 0 0 0 -238 52
Cocontest P 2 - 2012 S Lev. 3 13.79% 155 0 0 0 28 183
Pubster P 2 - 2012 S Lev. 3 8.63% 30 0 0 0 0 30
BaasBox P 3 - 2013 S Lev. 3 14.81% 272 0 0 0 -142 130
Gamepix P 3 - 2013 S Lev. 3 20.58% 272 200 0 0 0 472
Le Cicogne P 3 - 2013 S Lev. 3 17.22% 75 0 0 0 0 75
App.Eat.It - in liquidazione P 4 - 2013 S Lev. 3 0.00% 60 0 0 -60 0 0
Spotonway P 4 - 2013 S Lev. 3 12.42% 279 0 0 0 -3 276
Thingarage P 4 - 2013 S Lev. 3 10.31% 60 0 0 0 -30 30
wineOwine P 4 - 2013 S Lev. 3 15.64% 235 0 0 0 268 503
Snapback P 4 - 2013 S Lev. 3 8.75% 55 0 0 0 120 175
Filo P 5 - 2014 S Lev. 3 14.26% 60 100 0 0 125 285
Tiassisto24 P 5 - 2014 S Lev. 3 14.09% 60 75 0 0 55 190
Tutored P 5 - 2014 S Lev. 3 11.01% 30 150 0 0 150 330
Whoosnap P 5 - 2014 S Lev. 3 12.85% 30 130 0 0 161 321
Brave Potions P 6 - 2015 S Lev. 3 12.72% 0 95 0 0 0 95
Moovenda P 6 - 2015 S Lev. 3 14.14% 0 160 0 0 107 267
Nextwin P 6 - 2015 S Lev. 3 13.45% 0 110 0 0 58 168
Sync - Majeeko P 6 - 2015 S Lev. 3 14.24% 0 180 0 0 71 251
Verticomics P 6 - 2015 S Lev. 3 17.53% 0 160 0 0 0 160
Voverc P 6 - 2015 S Lev. 3 14.44% 0 135 0 0 82 217
KPI6.com P 7 - 2015 MS Lev. 3 10.31% 0 48 0 0 0 48
Lisari - Karaoke One P 7 - 2015 MS Lev. 3 8.42% 0 48 0 0 0 48
Qurami ID 2011 S Lev. 3 20.18% 452 0 0 0 0 452
Risparmio Super ID 2011 S Lev. 3 2.50% 127 0 0 0 0 127
Soundreef Ltd ID 2011 S Lev. 3 0.00% 136 0 -97 0 -39 0
Bulsara Advertising ID 2012 S Lev. 3 7.09% 52 0 0 0 0 53
Atooma ID 2012 S Lev. 3 13.49% 263 0 0 0 52 314
Soundreef Spa (formerly SR Italia) ID 2012 S Lev. 3 13.80% 1 347 0 0 89 437
Codemotion ID 2013 S Lev. 3 10.00% 60 0 0 0 0 60
Netlex ID 2014 S Lev. 3 3.27% 49 0 0 0 0 49
Drexcode srl ID 2014 S Lev. 3 8.02% 80 7 0 0 0 87
RB More srl (Re-Bello) ID 2015 S Lev. 3 14.00% 0 250 0 0 50 300
Total 3,407 2,195 -97 -60 898 6,343

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2015 Financial Reports and Statements

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METHOD Latest capital
increase
Minority
interests
% stake at 31-
Dec-2015
Valuation for
100% of the
start-up
Cumulative
investment
at 31-Dec-15
Fair value
reserve
Fair value at 31-
Dec-15
Market 10/03/14 yes 13.49% 2,330 111 204 314
Brave Potions Market 14/07/15 yes 12.72% 747 95 0 95
Market 31/03/15 yes 13.79% 1,325 106 77 183
Drexcode srl Market 11/11/15 yes 8.02% 1,085 87 0 87
Market 30/09/15 yes 14.26% 2,000 160 125 285
Market 31/10/15 yes 20.58% 1,420 310 162 472
Market 14/07/15 yes 14.14% 1,885 160 107 267
Market 29/07/15 yes 13.45% 1,250 110 58 168
Market 24/11/14 yes 20.18% 2,240 446 7 452
RB More srl (Re-Bello) Market 30/11/15 yes 14.00% 2,143 250 50 300
Market 09/09/15 yes 8.75% 2,000 55 120 175
Soundreef Spa (formerly SR Italia) Market 20/11/15 yes 13.80% 3,167 348 89 437
Market 09/12/15 yes 12.42% 2,225 160 116 276
Sync - Majeeko Market 15/07/15 yes 14.24% 1,765 180 71 251
Market 31/12/15 yes 14.09% 1,350 135 55 190
Market 30/11/15 yes 11.01% 3,000 180 150 330
Market 14/07/15 yes 17.53% 913 160 0 160
Market 15/07/15 yes 14.44% 1,505 135 82 217
Market 21/12/15 yes 12.85% 2,500 160 161 321
Market 23/12/15 yes 15.64% 3,218 150 353 503
Codemotion Prev. FV n.a. n.a. 10.00% 600 60 0 60
Prev. FV 31/03/14 yes 3.27% 1,500 49 0 49
Risparmio Super Prev. FV 25/09/14 yes 2.50% 5,075 100 27 127
Cost n.a. n.a. 14.81% 878 130 0 130
Bulsara Advertising Cost n.a. n.a. 7.09% 740 53 0 53
Interactive Project Cost n.a. n.a. 15.87% 981 156 0 156
Cost n.a. n.a. 10.31% 466 48 0 48
Cost n.a. n.a. 17.22% 434 75 0 75
Lisari - Karaoke One Cost n.a. n.a. 8.42% 570 48 0 48
Cost n.a. n.a. 14.03% 500 312 -261 52
Cost n.a. n.a. 8.63% 353 31 0 30
Cost n.a. n.a. 10.31% 291 60 -30 30
50,455 4,617 1,725 6,343

2015 Financial Reports and Statements This report has been translated into the English language solely for the convenience of international readers

- Page 52

The level 3 Fair Value applies to the single start -ups, subject to the following general rules:

  • a. in the presence of a significant capital increase (entirely subscribed to and paid up), or other transaction involving the capital of the start -up and featuring a considerable minority interest, the so -called "post -money" measurement is used as an indicator of the start -up 's market value;
  • b. in the presence of a share capital increase, or other transaction involving the capital of the start -up, not entirely perfected or in tranches, featuring a minority interest without compliance with the preceding clauses referred to in paragraph a) above, the so -called "pre -money" measurement is used for the transaction, increased by the cash flow contributed at the cut -off date, as an indicator of the start -up 's market value;
  • c. if no capital transactions have been carried out in the last 12 months, and there are no negative performance indicators, the previous valuation is maintained;
  • d. in the preceding case, and in the presence of negative performance indicators, the value of the start -up is measured at cost, or below cost, depending on the likelihood of the Company recovering the investment.

The above mentioned valuation parameters can change, even significantly, depending on the closing conditions of similar future transactions.

At 31 December 2015, the Fair Value totalled € 6 ,343 thousand .

Alternative Portfolio Perfomance Indicator (API)

Furthermore, to illustrate the Portfolio performance to the stakeholders, the management has decided to supplement the financial disclosures with an Alternative Performance Indicator (API), with the purpose of representing the value of the Portfolio based on the latest capital transactions in the reference period, also taking into account the issue of hybrid financial instruments. This indicator, although a Portfolio valuation tool more consistent with the best industry practises, does not replace the IAS / IFRS standards. The valuation is used by the Company to monitor the performance of its Portfolio and enable a comparison with its competitors.

This alternative indicator is determined as follows:

  • a. in the presence of a capital increase (entirely subscribed and partially paid up, subject to the obligation to pay) featuring minority investors, the so -called "post -money" measurement may be used as a market indicator of the start -up's value;
  • b. in the presence of a share capital increase, or other transaction involving the capital of the start -up, not entirely perfected or in tranches, or other start -up capital transaction (also including the issue of convertible financial debt instruments), featuring a minority interest without compliance with the preceding clauses, the so -called "pre money" measurement is used for the transaction, increased by the cash flow contributed at the cut -off date, as an indicator of the start -up's market value;
  • c. if no capital transactions have been carried out in the last 12 months, and there are no negative performance indicators, the previous valuation is maintained;
  • d. in the preceding case, and in the presence of negative performance indicators, the value of the start -up is measured at cost, or below cost, depending on the likelihood of the Company recovering the investment.

At 31 December 2015, the API was € 7,998 thousand.

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2015 Financial Reports and Statements

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The following table shows the API valuation of the Portfolio at 31 December 2015, first year of application (no comparative data is provided): in KEuros METHOD Latest share capital increase Minority interest % interest at 31-Dec- 2015 Valuation for 100% of the start-up API value at 31-Dec-15 Atooma Market 10/03/14 yes 13.49% 2,435 328 Brave Potions Market 14/07/15 yes 12.72% 1,055 134 Cocontest Market 31/03/15 yes 13.79% 1,905 263 Drexcode srl Market 11/11/15 yes 8.02% 1,807 145 Filo Market 30/09/15 yes 14.26% 2,000 285 Gamepix Market 31/10/15 yes 20.58% 8,900 1,832 Moovenda Market 14/07/15 yes 14.14% 1,885 267 Nextwin Market 29/07/15 yes 13.45% 1,250 168 Qurami Market 24/11/14 yes 20.18% 2,390 482 RB More srl (Re-Bello) Market 30/11/15 yes 14.00% 2,143 300 Snapback Market 09/09/15 yes 8.75% 2,000 175 Soundreef Spa (formerly SR Italia) Market 20/11/15 yes 13.80% 3,167 437 Spotonway Market 09/12/15 yes 12.42% 2,225 276 Sync - Majeeko Market 15/07/15 yes 14.24% 1,765 251 Tiassisto24 Market 31/12/15 yes 14.09% 1,350 190 Tutored Market 30/11/15 yes 11.01% 3,000 330

7,998 60,233
30 291 10.31% n.a. n.a. Cost Thingarage
30 353 8.63% n.a. n.a. Cost Pubster
52 500 14.03% n.a. n.a. Cost Next Styler
48 570 8.42% n.a. n.a. Cost Lisari - Karaoke One
75 434 17.22% n.a. n.a. Cost Le Cicogne
48 466 10.31% n.a. n.a. Cost KPI6.com
156 981 15.87% n.a. n.a. Cost Interactive Project
53 740 7.09% n.a. n.a. Cost Bulsara Advertising
130 878 14.81% n.a. n.a. Cost BaasBox
127 5,075 2.50% yes 25/09/14 Prev. FV Risparmio Super
49 1,500 3.27% yes 31/03/14 Prev. FV Netlex
60 600 10.00% n.a. n.a. Prev. FV Codemotion
503 3,218 15.64% yes 23/12/15 Market wineOwine
321 2,500 12.85% yes 21/12/15 Market Whoosnap
217 1,505 14.44% yes 15/07/15 Market Voverc
236 1,345 17.53% yes 14/07/15 Market Verticomics

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Following is a description of the start-up capital transactions in 2015:

Transactions Type of transaction 2015 period Origin Year's commitments in € Amounts disbursed in € % at 31-Dec- 2015 Unconditional commitments in € Conditional commitments in € Portfolio start-ups Tutored Cap. Incr. Mar/Jul 5 PA 100,000 100,000 11.01% Cap. Incr. Jul 5 PA 50,000 50,000 Filo Cap. Incr. Apr 5 PA 100,000 100,000 14.26% TiAssisto24 Cap. Incr. Jun 5 PA 75,000 75,000 14.09% SpotOnWay Cap. Incr. Mar 4 PA 101 101 12.42% Conv. loans by members Aug 20,000 20,000 Repayment of conv. loans by members Dec -20,000 -20,000 GamePix Cap. Incr. Jul/Oct 3PA 200,000 200,000 20.58% Soundreef SpA (formerly SR Italia) Cap. Incr. Nov Seed 250,000 250,000 13.80% Contribution of quotas by Soundreef Ltd Nov Seed 96,896 96,896 Soundreef Ltd Contribution of quotas to Soundreef SpA Nov Seed -96,896 -96,896 - Drexcode Cap. Incr. Nov Seed 7,000 7,000 8.02% Convertible Nov 63,000 63,000 CoContest Inc Convertible Sep 2 PA 62,400 62,400 wineOwine Cap. Incr. Dec 4 PA 100,000 - 15.64% 50,000 50,000 Zenfeed Waiver of call Nov 4 PA - App Eat It Write Off Aug 4 PA - TOTAL PORTFOLIO START-UP 1,007,501 907,501 50,000 50,000 New start-ups

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2015 Financial Reports and Statements

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Transactions Type of transaction 2015 period Origin Year's commitments
in €
Amounts disbursed in € % at 31-Dec-
2015
commitments in €
Unconditional
commitments in €
Conditional
Call Option Feb 30,000 30,000
Whoosnap Cap. Incr. Jun 5 PA 100,000 100,000 12.85%
Acceleration Feb/Jun 45,000 45,000
BravePotions Cap. Incr. Jul 6 PA 50,000 50,000 12.72%
Moovenda Acceleration Feb/Jun 60,000 60,000
Cap. Incr. Jul 6 PA 100,000 100,000 14.14%
Acceleration Feb/Jun 60,000 60,000
Nextwin Cap. Incr. Jul 6 PA 50,000 50,000 13.45%
Acceleration Feb/Jun 30,000 30,000
Sync Cap. Incr. Jul 6 PA 150,000 150,000 14.24%
Verticomics Acceleration Feb/Jun 60,000 60,000
Cap. Incr. Jul 6 PA 100,000 100,000 17.53%
Acceleration Feb/Jun 60,000 60,000
Voverc Cap. Incr. Jul 6 PA 75,000 75,000 14.44%
Karaoke 1 Acceleration Aug/Dec 7 PA 60,000 48,000 8.42% 12,000
KPI6 Acceleration Aug/Dec 7 PA 60,000 48,000 10.31% 12,000
Rebello Cap. Incr. Feb/Nov Seed 250,000 250,000 14.00%
TOTAL NEW START-UPS 1,340,000 1,316,000 24,000
TOTAL INVESTMENTS IN START-UPS 2,347,501 2,223,501 50,000 74,000
Accelerator Club transactions
Club Acceleratori Cap. Incr. 215,200 -
-
215,200
GRAND TOTAL 2,562,701 2,223,501 50,000 289,200
339,200

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The following table shows the level of investments in the Portfolio start-ups by the members of the Board of Directors of LVenture Group S.p.A.:

Director Transaction approved
by the CPCCR
% stake
at 31-Dec-2015
BravePotions Valerio Caracciolo (Director) no 1.41%
CoContest Stefano Pighini (Chairperson) no 2.36%
CoContest Valerio Caracciolo (Director) no 2.36%
Interactive Project Stefano Pighini (Chairperson) no 0.89%
Moovenda Valerio Caracciolo (Director) no 1.06%
Netlex Roberto Magnifico (Director) yes in 2014 21.73%
Netlex Valerio Caracciolo (Director) no 1.00%
NextStyler Stefano Pighini (Chairperson) no 2.07%
Verticomics Valerio Caracciolo (Director) no 1.12%

11. RECEIVABLES AND OTHER NON-CURRENT ASSETS

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Receivables and other non-current assets 302 201
Total 302 201

The item Receivables and other non-current assets includes receivables from ZMV totalling € 175 thousand, for indirectly part-owned companies, as shown below:

(values expressed in KEuros) Seed (S) % stake
at 31-12-2015
Investment at
31/12/2015
Apps Builder S 1.34% 25
Risparmio Super S 7.27% 150
Total 175

The Group has stipulated call option arrangements in the investment contracts entered into with the startups, according to which it may decide to invest at a discount in the subsequent capital increases of the startups. These options are not currently appreciated in the Financial Statements since no fair value may be determined in a sufficiently reliable manner.

Zenfeed has participated in the fourth LUISS ENLABS Acceleration Programme. On 15 January 2014, LVenture Group has entered into the investment agreement and, subsequently, it has subscribed an equity-related financial instrument having a value of € 25,000. This instrument gives LVenture Group an option for the purchase of a 5% share of the Zenfeed capital. On 2 November 2015, LVenture Group S.p.A. waived the option, writing off the amount disbursed.

In 2015, LVenture Group S.p.A. subscribed a convertible loan issued by CoContest Inc for 70 thousand dollars (equal to € 62 thousand), with the option to purchase a stake in its capital with a 20% discount on the next capital increase and a maximum valuation of 3.5 million dollars. Furthermore in 2015 LVenture Grouo subscribed a convertible loan with Drexcode for € 63 thousand, at the following conditions: automatic conversion with a 20% discount on the valuation, in the event of a further capital increase of no less than € 1 million, at a valuation of between € 1 million and € 4 million, or the repayment of the shareholder loan within 12 months from the date of the new agreement

The item Non-current financial assets include the Financial Participation Instruments and the convertible shareholder loans. The following table details the items and their movements in the year:

(values expressed in
KEuros)
Value at
31-Dec-14
Increases (Decreases) Write
downs
Write-ups /
Write-downs
at Fair Value
Value at
31-Dec-15
Cocontest Inc. 0 62 0 0 2 64
Spotonway 0 20 -20 0 0 0

EXPLANATORY NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

2015 Financial Reports and Statements

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(values expressed in
KEuros)
Value at
31-Dec-14
Increases (Decreases) Write
downs
Write-ups /
Write-downs
at Fair Value
Value at
31-Dec-15
Zenfeed - in liquidazione 25 0 -25 -25 0 0
Drexcode srl 0 63 0 0 0 63
Total 25 145 -45 -25 2 127

12. DEFERRED TAX ASSETS

Only the deferred tax assets from tax losses relating to the Subsidiary are recognised, because the GAAP conditions apply for the recording of the future tax benefits. The Subsidiary expects a better performance in 2016 than set out in the previous plan, thanks to possible promotional projects that will probably be acquired. Deferred tax assets are recognised at a rate of 27.5%, with regard to the part that the 2016-19 Business Plan provides will be used in 2016, the remaining deferred tax assets have been recorded at the reduced rate referred to in the 2016 Stability Law (24.5%).

The following table shows the tax losses entirely carried forward:

(values expressed in KEuros) Tax losses IRES tax
Tax losses relating to 2010 53 15
Tax losses relating to 2011 113 31
Tax losses relating to 2012 55 15
Tax losses relating to 2013 429 118
Tax losses relating to 2014 56 15
Tax losses relating to 20158 207 47
Total 913 241

13. TRADE RECEIVABLES

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Trade receivables 199 209
Total 199 209

Trade receivables are measured at fair value, they have been adjusted to their presumed realisation value and the receivables from customers of EnLabs account for € 144 thousand. All the receivables fall due within 12 months.

14. OTHER RECEIVABLES AND CURRENT ASSETS

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Other receivables and current assets 174 128
Total 174 128

The make-up of the Other current assets is shown below:

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Tax receivables 65 69
Receivables from others 67 51
Accrued income and prepaid expenses 42 8
Total 174 128

Tax credits, at 31 December 2015, consist of VAT receivable by LVenture Group Spa.

8 The tax loss for 2015 reflects the estimate made in connection with the preparation of the financial statements, which amount will be either confirmed or adjusted when filing the Unico 2016 return.

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Receivables from others, amounting to € 64 thousand, consist of the Grant Agreement for participating in the European "Digital Twist" (Transregional Web Innovative Services for Thriving Digital and Mobile Entrepreneurship) Programme, as described in the item other revenues and sundry proceeds.

15. CASH AND CASH EQUIVALENTS

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Cash on hand 0 0
Sight deposits 632 4.102
Short-term highly liquid investments 500 0
Total 1,132 4,102

Cash and cash equivalents primarily refer to the credit balances of the bank accounts at the end of the year. Cash funds are deposited at Banca Popolare di Sondrio. The item Short-term highly liquid investments features the balance of the 12-month time deposit at Banca Mediolanum, expiring on 28 January 2016.

16. NET EQUITY

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Share capital 6,425 6,425
Share premium reserve 0 0
Other reserves and results carried forward 2,482 2,750
Net operating result of Group -1,234 -1,162
Net operating result of third parties 0 0
Net equity of third parties 0 0
Total 7,673 8,013

Following is a detailed account of the items making up the consolidated net equity. Reference should be made to the net equity movements table for a detailed overview of the changes relating to the Group.

16.1. Share capital

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Share capital 6,425 6,425
Total 6,425 6,425

The share capital of the Parent Company at 31 December 2015 totalled € 6,425 thousand and is made up as follows:

Shares/Quotas 31-Dec-2015
Number
31-Dec-2014
Number
Nominal value
Ordinary 17,711,120 17,711,120 none
Preference 0 0 -
Savings 0 0 -
Quotas 0 0 -
Total 17,711,120 17,711,120

Neither the Parent Company nor its subsidiaries or associates held any shares at the date of preparation of the Financial Statements.

16.2. Share premium reserve

(values expressed in KEuros) 31-Dec-15 31-Dec-14
16.2. Share premium reserve 1,108 2,274
Total 1,108 2,274

EXPLANATORY NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

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This reserve includes the surplus between the issue price of the shares and their nominal value, minus the expenses incurred in connection with the capital increases.

16.3. Other reserves, fair value revaluation of equity holdings and results carried forward

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Other reserves 0 0
Other reserves - Fair value revaluation of equity holdings 1,726 828
Profit (loss) in previous years -352 -352
Total 1,374 476

The following table shows the movements of the Fair Value Reserve:

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Opening balance 828 354
Fair value measurement 898 364
Sale/liquidation of equity holdings 0 110
Closing value 1,726 828

16.4. Net operating result of the Group

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Net operating result of the Group -1,234 -1,162
Total -1,234 -1,162

The item includes the consolidated year's end result of the Group and amounts to minus € 1.234 thousand.

16.5. Net equity of third parties

(values expressed in KEuros) 31-Dec-2015 31-Dec-2014
Net equity of third parties 0 0
Total 0 0
  1. OTHER NON-CURRENT FINANCIAL LIABILITIES
(values expressed in KEuros) 31-Dec-15 31-Dec-14
Other non-current financial liabilities 446 0
Total 446 0

The other Non-current financial liabilities include the remaining amount of the loan taken out by the Subsidiary with Banca Popolare di Sondrio, with the guarantee of Banca del Mezzogiorno - Mediocredito Centrale. The unsecured loan for € 500 thousand was granted in May 2015, at the variable interest rate of 3.75% and under a 5-year repayment plan. The instalments falling due in the 1.1.16 -31.12.2016 period total € 113 thousand (principal + interest).

18. OTHER NON-CURRENT LIABILITIES

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Other non-current liabilities 33 2
Total 33 2

The other Non-current liabilities include the pre-financing of € 30 thousand obtained in connection with the Grant Agreement for participating in the European "Digital Twist" (Transregional Web Innovative Services for Thriving Digital and Mobile Entrepreneurship) Programme.

19. TRADE AND OTHER PAYABLES

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Trade and other payables 353 367

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(values expressed in KEuros) 31-Dec-15 31-Dec-14
Total 353 367

The Trade payables at 31 December 2015 include trade payables and payables to social security agencies (Inps) and organisations for protection against accidents at work (Inail).

The latter are made up as follows:

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Payables to Inps 22 17
Payables to Inail 0 0
Total 22 17

Trade payables refer to the amounts accrued in the year, with regard to the following items:

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Board of Statutory Auditors 9 15
Directors' remuneration 0 4
Appointed executive 0 4
Internal Audits / Supervisory Board 12 0
Independent auditing firm 2 6
Staff 26 8
Suppliers 265 190
Others 17 125
Total 331 350

20. TAX DEBTS

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Due for IRAP 21 15
Due for IRES 0 0
Total 21 15

Tax debts are represented by the balance at 31 December 2015 of the amount due for IRAP (Regional tax on production activities) by the subsidiary Enlabs Srl.

21. OTHER CURRENT LIABILITIES

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Other current liabilities 43 28
Total 43 28

The Other current liabilities are made up of the amounts due (IRPEF - personal income tax) to employees and freelance professionals paid in January 2016.

22. SUNDRY REVENUE AND EARNINGS

(values expressed in KEuros) 31-Dec-15 31-Dec-14 Change
Revenue from rental of co-working workstations 164 135 29
Revenue from Acceleration Programme services 289 178 111
Revenue from consulting 60 22 38
Revenue from outsourced networking 67 50 17
Revenue from participation in events 0 4 -4
Revenue from activities carried out on behalf of third parties 57 25 32
Revenue from sponsorships 77 80 -3
Revenue from training 144 128 16
Sundry revenues 71 0 71
Total 929 622 307
s for services:

FINANCIAL STATEMENTS

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The item Sundry revenue and earnings, which totals € 929 thousand, is made up of revenues by Enlabs for € 687 thousand: from renting out co-working workstations (€ 164 thousand), from Acceleration Programme services (€ 289 thousand), from outsourced networking (€ 67 thousand) and from DoLab training courses (€ 144 thousand); while other activities, such as consulting, sponsorships, participation in events total € 265 thousand.

The item Sundry revenuesincludes the public grants, measured based on the income method, with assessment of revenues after the substantial certainty has been determined of the entitlement to the grants, amounting to € 64 thousand and relating to the Grant Agreement for participation in the European "Digital Twist" (Transregional Web Innovative Services for Thriving Digital and Mobile Entrepreneurship) Programme.

23. COSTS FOR SERVICES

(values expressed in KEuros) 31-Dec-15 31-Dec-14 Change
Costs for services 1,093 852 241
Total 1,093 852 241

The following table shows the make-up of the costs for services:

(values expressed in KEuros) 31-Dec-15 31-Dec-14 Change
Board of Statutory Auditors 36 36 0
Directors' remuneration 299 208 91
Appointed executive 9 38 -29
Investor Relator 46 15 31
Professional consulting 344 188 156
Legal consulting 78 116 -38
Notarial fees 6 8 -2
Stock exchange listing services 51 59 -8
Independent auditing firm 27 27 0
Other 195 157 40
Total 1,093 852 241

Costs for services changed primarily due to the following:

the Directors' remuneration changed following the renewal decided by the General Meeting on 29 April

  • 2015;
  • the Appointed executive was hired by the Company in April 2015;
  • vacant positions.

the professional consulting services include the appointment of freelance professionals to temporarily

24. STAFF COSTS

(values expressed in KEuros) 31-Dec-15 31-Dec-14 Change
Staff costs 629 362 267
Total 629 362 267

In 2015, the consolidated companies structured their organisations by hiring staff and entering into temporary project and internship agreements. The item, totalling € 629 thousand, includes the costs for employees and temporary project and internship agreements at 31 December 2015.

Group workforce 31/12/15 31/12/14 31/12/13
Managers 1 0 0
Middle managers 0 1 0
White-collar workers 12 10 6
TOTAL EMPLOYEES 13 11 6
FREELANCE COLLABORATORS 13 9 5

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Group workforce 31/12/15 31/12/14 31/12/13
TOTAL WORKFORCE 26 20 11
Average workforce per year 13.5 7.3 4.7

25. OTHER OPERATING COSTS

(values expressed in KEuros) 31-Dec-15 31-Dec-14 Change
Other operating costs 355 298 56
Total 355 298 56

The other operating costs were primarily incurred by the subsidiary EnLabs and made up as follows:

(values expressed in KEuros) 31-Dec-15 31-Dec-14 Change
Rents 145 162 -17
Stationery and printouts 28 23 5
Other management costs 182 113 68
Total 355 298 56

26. AMORTISATION AND IMPAIRMENT OF ASSETS

(values expressed in KEuros) 31-Dec-15 31-Dec-14 Change
Amortisation and impairment of assets 19 20 -1

27. PROVISIONS AND WRITE-DOWNS

(values expressed in KEuros) 31-Dec-15 31-Dec-14 Change
Provisions and write-downs 17 4 13
Total 17 4 13

28. VALUE ADJUSTMENTS OF EQUITY HOLDINGS

(values expressed in KEuros) 31-Dec-15 31-Dec-14 Change
Value adjustments of equity holdings 85 286 -201
Total 85 286 -201

The item value adjustments of equity holdings includes the write-off totalling € 60 thousand, relating to App.Eat.It, following the company's inclusion in the winding up procedure, and € 25 for the call option waiver by SFP with regard to Zenfeed.

29. FINANCIAL INCOME

(values expressed in KEuros) 31-Dec-15 31-Dec-14 Change
Financial income 12 25 -13
Total 12 25 -13

The item includes the interest receivable on bank accounts.

30. FINANCIAL EXPENSES

(values expressed in KEuros) 31-Dec-15 31-Dec-14 Change
Financial expenses 17 0 17
Total 17 0 17

The item includes the interest payable on the loan taken out by the subsidiary Enlabs and the bank expenses/commissions on ordinary transactions.

FINANCIAL STATEMENTS

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31. OTHER INCOME

(values expressed in KEuros) 31-Dec-15 31-Dec-14 Change
Other income 26 16 10
Total 26 16 10
The item includes the contingent assets in the year.

32. OTHER EXPENSES

(values expressed in KEuros) 31-Dec-15 31-Dec-14 Change
Other expenses 27 5 22
Total 27 5 22

The item includes the contingent liabilities in the year.

33. INCOME TAX

(values expressed in KEuros) 31-Dec-15 31-Dec-14 Change
Income tax 40 1 39
Total 40 1 39

The item includes the deferred tax assets recorded in the financial statements by the subsidiary.

(values expressed in KEuros) 31-Dec-15 31-Dec-14 Change
Current tax: -7 -14 7
IRES 0 0 0
IRAP -7 -14 7
Substitute tax 0 0 0
Deferred tax liabilities (assets): 47 15 32
IRES 47 15 32
IRAP 0 0 0
Substitute tax 0 0 0

The income tax for the year has been recorded.

33.1. Reconciliation between the taxation recorded in the financial statements and the theoretical tax charge (IRES)

In consideration of the fact that only the subsidiary recorded income tax for the year, the following table shows the reconciliation between the theoretical burden resulting from the financial statements prepared by the subsidiary and the actual tax charge:

Description
(values expressed in KEuros)
Value Tax
Result before tax -195 -54
Theoretical tax charge (%) 27.5%
Temporary differences taxable in the following years 0
Temporary differences deductible in the following years 0
Reversal of temporary differences from previous years 0
Differences that will not be carried over to subsequent years: 0
Non-deductible charges -12 -3
Taxable amount -207 -57
Reversal of temporary differences from previous years 10
Current tax on the operating income -47
Actual tax burden (%) 24.05%

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33.2. Determination of the IRAP amount

Description
(values expressed in KEuros)
Value Tax
Difference between production value and costs 194 9
Costs not recognised for IRAP purposes 458 22
Income not recognised for IRAP purposes -14 -1
Theoretical tax burden (%) 4.82%
Temporary difference deductible in the following years 0
Taxable amount for IRAP purposes 248
Deduction for employees -113 -5
Current IRAP for the year 136 7
Actual tax burden (%) 3.37%

33.3. Deferred tax assets/liabilities

Deferred tax assets are recognised because there is a reasonable certainty of their existence, in the years to which the deductible temporary differences will be carried over, in relation to a taxable income no lower than the amount of the differences that are to be written off.

34. EARNINGS PER SHARE (EPS)

IAS 33 requires the following disclosures, with regard to earnings per share:

(figures are in €) 31-Dec-15 31-Dec-14
Net result for the period -1,079,486 -1,100,224
Ordinary shares 17,711,120 17,711,120
Earnings per share -0.0609 -0.0621
Ordinary shares + potential ordinary shares 17,711,120 17,711,120
Diluted EPS -0.0609 -0.0621

35. DISCLOSURE OBLIGATIONS PURSUANT TO ART. 114(5) OF LEGISLATIVE DECREE 58/98

With a letter dated 12 July 2013, Consob notified the Company that, pursuant to the aforementioned law, instead of the monthly disclosure requirements laid down in the note of 27 June 2012, the latter was required to integrate the interim summaries of operations, the annual and half-yearly financial reports (starting from the half-yearly financial report of 30 June 2013) and the press releases regarding the approval of these accounting documents, by providing the following disclosures:

  • a) the net financial position of this Company, and of the Group it belongs to, highlighting the short-term components separately from the medium-long term components;
  • b) the expired debt positions of the Company and of the Group, broken down by nature (financial, trade, tax and welfare), and any related initiative of reaction by the creditors of the Group (reminders, injunctions suspensions of the supply, etc.);
  • c) the transactions with the Related Parties of this Company, and of the Group it belongs to;
  • d) any failure to comply with covenants, negative pledges and any other indebtedness clause of the Group entailing limits to the use of the financial resources, with updated indication of the level of compliance with these clauses;
  • e) the state of implementation of any business and financial plans, highlighting differences in the final data with respect to the anticipated figures.

As regards the disclosures required by Consob, the net financial position of both the Company and the Group it belongs to is shown below, highlighting the short term components separately from the medium-long term ones.

FINANCIAL STATEMENTS

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35.1. Net financial position of the Group

(values expressed in KEuros) 2015 2014
A Cash 0 0
B Other liquid assets 1,132 4,102
C. Securities held for trading 0 0
D Liquidity (A + B + C) 1,132 4,102
E Other current financial receivables 0 0
F Current bank payables 0 0
G Current portion of the non-current indebtedness 0 0
H Other current financial payables 0 0
I Current financial indebtedness (F + G + H) 0 0
J Net current financial indebtedness (D + E + I) 1,132 4,102
K.1 Other non-current financial receivables 0 0
K.2 Non-current bank payables -446 0
L Bonds issued 0 0
M Other non-current payables -30 0
N Non-current financial indebtedness (K.1 + K.2 + L + M) -476 0
O Net financial indebtedness (J + N) 656 4,102

35.2. Expired debt positions of the Group broken down by nature

The table below shows a list of the expired debt positions of the Group, broken down by nature (trade, financial, tax and welfare) and any related reaction initiatives by creditors of the Group (reminders, orders, suspensions of supply etc.).

(figures are in €) LVenture
Group
EnLabs Total
Payables 116 172 288
Of which expired 15 0 15
Financial 0 0 0
Tax 0 0 0
Social security 0 0 0
Employees for remunerations 0 0 0
Trade payables 15 0 15
Accrued liabilities 0 0 0

At 31 December 2015, there were no actions by the Group creditors.

35.3. Transactions with related Group parties

Transactions with related Group parties are shown in Note 39.

35.4. Group covenants, negative pledges and other debt clauses entailing limits to the use of financial

resources

At the date of preparation of the financial statements, the Group had recorded no covenants, negative pledges and other debt clauses entailing limits to the use of financial resources.

35.5. Progress in the implementation of any business and financial plans, highlighting any discrepancies

between the forecasts and the actual figures

On 18 March 2015, the Board of Directors examined and approved the 2015-2018 Business Plan.

The Group's Strategic Project for 2015-18 was based on the following guidelines: investing in more promising, and possibly innovative, Internet and new media start-ups, selected through

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the Deal Flow, and support them with the Acceleration Programme in the growth and development phase, for the purpose of maximising the Exit values;

  • promoting the internationalisation of the Group, with a view to emphasizing the start-up activities and enhancing their valorisation;
  • extending the Ecosystem to maximise support to the start-ups;
  • increasing the spaces, to enable more and more start-ups to benefit from operating inside the Accelerator and the Ecosystem;
  • increasing the business lines of the Group, to enhance the stabilisation and diversification of ordinary revenues, in particular, by organising innovation programmes for the Corporates.
  • The key project actions include:
  • endowing the Company with sufficient capital to finance the investments in the start-ups;
  • extending the premises of the Accelerator to host a growing number of start-ups;
  • developing the business area of consulting and training services to businesses (other than start-ups) and individuals, as complementary activities to those formerly carried out by the Group;
  • completing the reorganisation of the Group, also in terms of its human resources, to enable it to handle a larger volume of investments than is currently the case.

The following table provides an overview of the consolidated results highlighted in the Business Plan for 2015, compared with the data recorded at the end of the year:

Business Plan 2015 Consolidated
2015
Number of investments in new start-ups 16 8
Number of investments in follow-on Portfolio start-ups 11 15
Investments in start-ups (in KEuros) 2,372 2,224
Investments by third parties in the start-ups of LVenture Group (in KEuros) 4,912 6,031
Number of Write-offs 5 2
Number of Exits 1 0
Capital gains (in KEuros) 634 0
Revenues (in KEuros) 1,551 929
EBITDA (in KEuros) -708 -1,148
Operating result (in KEuros) -1,321 -1,269
Net operating result for the year (in KEuros) -704 -1,234

At 31 December 2015, the Group recorded a net loss of € 1,234 thousand, € 530 thousand higher than the forecasted value. The key differences concerned revenues from unrealised Exits, compared to the budget, for € 634 thousand, partially set off by lower Write-offs (€ 85 thousand compared to € 535 thousand); while the earnings margin dropped by € 439 thousand (from € -708 thousand in the budget to the actual figure of € – 1,148 thousand), due to a reduction of the forecasted revenues.

In particular, the lower revenues amounted to € 622 thousand, made up as follows: reduced acceleration services totalling approx. € 65 thousand (8 start-up vs 12 forecasted in the budget), lower acceleration revenues on behalf of third parties, for approx. € 131 thousand, consulting services for approx. € 323 thousand (due to two major negotiations falling through), and, last but not least, the DoLab business line for approx. € 97 thousand.

In 2015, the Group managed to cut costs, compared to the budget, by approx. € 183 thousand.

Based on the statement of financial position data, the Company's investments in start-ups is substantially consistent with the budget, while investments by third parties in the Group start-ups exceeded the forecasted amounts by about 20%. This excess amount indicates a high degree of trust by third parties towards the Group and its capacity to held start-ups become successful.

Finally, cash and cash equivalents have dropped due to the postponement of the € 1,5 million Capital Increase provided in the Business Plan for the 2nd quarter of 2015, partially set off by lower investments in assets for

FINANCIAL STATEMENTS

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€ 350 thousand, due to the failed expansion of the office premises assumed in 2015.

36. COMMITMENTS AND GUARANTEES

Following is an overview of the Group's commitments and guarantees:

(values expressed in KEuros) Type of commitment/guarantee 31-Dec-15
Club Acceleratori Contributions to the investment vehicle 215
KPI6.com Contribution to the start-up 12
Karaoke One (Lisari srl) Contribution to the start-up 12
Wineowine Contribution to the start-up 50
Checkmoov Contribution to the start-up 32
Bemyguru Contribution to the start-up 32
Origano Contribution to the start-up 34
Fairbooks Contribution to the start-up 32
Total 419

37. SIGNIFICANT NON-RECURRING EVENTS AND TRANSACTIONS

Pursuant to the Consob Communication of 28 July 2006 no. DEM/6064293, there have been no significant non-recurring transactions by LVenture Group in 2015.

38. TRANSACTIONS RELATING TO ATYPICAL AND/OR UNUSUAL ACTIVITIES

Pursuant to the Consob Communication of 28 July 2006 no. DEM/6064293, in 2015 the Group did not perform any atypical and/or unusual transactions, within the meaning of the said Communication.

39. TRANSACTIONS WITH RELATED PARTIES

Transactions with related parties by the Group were carried out in accordance with the Procedure for transactions with related parties adopted by the Board of Directors of LVenture Group S.p.A., implementing the Regulation for transactions with related parties adopted by the CONSOB on 12 March 2010 (resolution no. 17221, as amended).

The Group's transactions with related parties are subject to a preliminary investigation, which contemplates, inter alia:

i) the disclosure of relevant information to the Control and Risks and Transactions with Related Parties Committee, made up exclusively of independent directors, who may request the assistance of

ii) the issuing of an opinion (binding or non-binding, as the case may be) before the transaction is approved

  • independent experts;
  • by the Board of Directors.

All the transactions - carried out within the framework of the LVenture Group companies' ordinary business activities - were in the exclusive interest of the Group, applying arm's length conditions.

39.1. Key transactions completed in the period

In 2015, no transactions with related parties were completed other than those specified below.

39.2. Transactions with related parties under way at 31 December 2015

In 2015, LVenture Group continued transactions with related parties (directors/controlling or reference shareholders) already under way.

39.3. Commercial transactions with related parties - Revenues, expenses, receivables and payables

In 2015, there were no transactions producing revenues, expenses, receivables and payables.

39.4. Financial transactions with related parties – Investments

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There were no significant transactions in 2015.

In consideration of the non-significant nature of the transactions with related parties, there was no separate financial reporting in pursuance of the CONSOB resolution no. 15519 of 27 July 2006. The transactions between the Group companies included in the consolidation area have eliminated from the consolidated financial statements, as a result of which they are not highlighted in these notes.

39.5. Remuneration of Directors, Auditors and strategic Managers

The following table shows all and any remuneration accrued, in 2015, to each Director, Auditor and strategic Manager of LVenture Group S.p.A. (also for activities carried out at the subsidiary):

NAME Position Fixed
remunerat
ion
Members
hips
Bonuses
and
incentives
Salary Non-cash
benefits
Other
remunerat
ion
Board of Directors
Stefano Pighini Chairperson del Board of (a) 5,333 0 0 0 0 0
Directors (c) 14,667 0
Luigi Capello CEO (a) 5,333 0 0 0 0 0
Deputy Chairperson (c) 38,667 0
Laura Pierallini Director (a) 1,333 0 0 0 0 0
Livia Amidani Aliberti Director (a) 5,333 0 0 0 0 0
(c) 0 1,500
Marina Lilli Director (a) 1,333 0 0 0 0 0
Paolo Cellini Director (a) 1,333 0 0 0 0 0
(a) 5,333 0
Roberto Magnifico Director (c) 10,000 0 0 0 0 0
Maria Luisa Mosconi Director (a) 4,000 0 0 0 0 0
(c) 0 1,000
Micol Rigo Director (a) 4,000 0 0 0 0 0
(c) 0 1,000
Valerio Caracciolo Director (a) 4,000 0 0 0 0 0
Board of Statutory Auditors
Giovanni Rebecchini Chairperson of the Board of (a) 12,000 0 0 0 0 0
Statutory Auditors (d) 0
Giovanni Crostarosa (a) 0
Guicciardi Permanent Auditor (b) 8,000 0 0 0 0 0
(d) 8,000
(a) 6,667
Benedetta Navarra Permanent Auditor (b) 1,333 0 0 0 0 4,000
(d) 1,333
From LVenture Group spa 128,665 3,500 0 0 0 4,000
From Subsidiary 0 0 0 0 0 0
TOTAL 128,665 3,500 0 0 0 4,000

Following is a legend for the "Fixed remuneration" column:

(a) remuneration paid in 2015;

(b) remuneration paid in the previous year;

(c) remuneration received for special tasks and duties, in pursuance of article 2389(3) of the Italian Civil Code;

EXPLANATORY NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(d) the following are indicated separately: remuneration accrued in the year and resolved by the general meeting, but not yet paid.

40. SIGNIFICANT EVENTS OCCURRING AFTER THE END OF THE YEAR

The Extraordinary General Meeting of LVenture Group, held on 2 February 2016, decided to:

(i) approve the proposed capital increase of € 4,990,000, including the share premium, if any, on a cash basis, in one or more tranches, with the issue of ordinary shares, without par value, pursuant to a dematerialisation scheme, having the same characteristics as the outstanding shares and with regular dividend entitlement, to be offered in pre-emption to the Shareholders of the Company, pursuant to article

(ii) fix the deadline of 31 December 2016 for the said capital increase, and to establish - pursuant to article 2439(2) of the Italian Civil Code - that the capital increase, if not entirely subscribed to, will be limited to

a. define the final amount of the capital increase, nearer the date of the pre-emption offer;

  • 2441(1) of the Italian Civil Code;
  • the amount effectively subscribed to at the deadline above;
  • (iii) grant the Board of Directors the broadest powers and authority to:

  • practice for similar transactions;

  • subscription period, subject to the final deadline of 31 December 2016.

b. determine – in consequence of paragraph a) above – the number of new shares to be issued and the issue price (including any share premium), taking into account, inter alia, when fixing the latter, the general market conditions and the performance of the stock, and based on the market

c. determine the timeframe for the resolution to increase the capital, especially with regard to the pre-emption offer, and the subsequent market offer of any unexercised rights at the end of the

AL 31 DICEMBRE 2015

BILANCIO CONSOLIDATO INDEPENDENT AUDITOR'S REPORT

RELAZIONE SULLA GESTIONE DIRECTORS' REPORT ON OPERATIONS

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DIRECTORS' REPORT ON OPERATIONS

INTRODUCTION

The Directors' Report on Operations is based on the Financial Statements of LVenture Group S.p.A. at 31 December 2015, prepared in accordance with the IAS/IFRS (International Accounting Standards -IAS- and International Financial Reporting Standards -IFRS- ) issued by the IASB and approved by the European Union on the same date, based on the assumption of the Company's ability to continue as a going concern. The IFRS also include all the principal revised international accounting standards ("IAS") and the interpretations by the International Financial Reporting Interpretations Committee (IFRIC), previously known as the Standing Interpretations Committee (SIC).

The Report should be read in conjunction with the statements of accounts and the related Explanatory Notes, which are an integral part of the 2015 Financial Statements. These documents include the additional disclosures required by the Italian Stock Exchange Committee CONSOB, based on the documents issued to implement article 9 of Legislative Decree 38/2005 (resolutions 15519 and 15520 of 27 July 2006 and communication DEM/6064293 of 28 July 2006), as well as any subsequent financial reporting communications.

Furthermore, in order to provide an Alternative Performance Indicator (API), the portfolio assessment to which reference is typically made is re-calculated applying the post-money value of the start-up, after the capital increase also for those cases in which IFRS 13 is found not to be consistent, so as to represent a portfolio performance minus the conservative effects of IFRS 13. It should be specified that although this business performance measurement criterion is a key to the interpretation of the results not provided by the IAS/IFRS, nevertheless it must not be considered as replacing those outlined in the principles.

The Financial Statements have been prepared based on the assumption of the Company's ability to continue as a going concern. The Company, in fact, is not aware of any economic, statement of financial position, financial or organisational indicators (as defined in paragraph 25 of IAS 1) such as to cast significant doubt on its ability to continue as a growing concern.

The Financial Statements were approved by the Board of Directors of LVenture Group S.p.A. on 23 March 2016.

ECONOMIC PERFORMANCE

INVESTMENTS

In 2015, the Company made micro seed investments during the acceleration Programmes, seed through participation in the capital increases by the start-ups already accelerated by the Group, and seed through participation in capital increases in more advanced – albeit not accelerated – start-ups (follow-on). Furthermore, the Company has also invested with participatory financial instruments (PFI). The following table gives an overview of the investments made in 2015:

(values expressed in KEuros) % interest
at 31-Dec-2015
Microseed Seed Follow-on TOTAL
Soundreef (formerly SR Italia) 13.80% 0 250 0 250
RB More srl (Re-Bello) 14.00% 0 250 0 250
Gamepix 20.58% 0 0 200 200
Sync - Majeeko 14.24% 60 0 120 180
Moovenda 14.14% 60 0 100 160
Verticomics 17.53% 60 0 100 160
Tutored 11.01% 0 0 150 150
Voverc 14.44% 60 0 75 135
Whoosnap 12.85% 0 0 130 130
Nextwin 13.45% 60 0 50 110
Filo 14.26% 0 0 100 100
Brave Potions 12.72% 45 0 50 95
Tiassisto24 14.09% 0 0 75 75
Cocontest SFP 0 0 63 63

DIRECTORS' REPORT ON OPERATIONS

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(values expressed in KEuros) % interest
at 31-Dec-2015
Microseed Seed Follow-on TOTAL
Drexcode SFP 0 63 0 63
KPI6.com 10.31% 48 0 0 48
Lisari - Karaoke One 8.42% 48 0 0 48
Drexcode 8.02% 0 7 0 7
Total 441 570 1213 2224
Number of transactions 8 4 12 24

The Explanatory Notes are described in more detail in the single investment transactions carried out in 2015. In 2015, the portfolio start-ups launched new fundraising operations to support their development, with increasing post-money valuations compared to those previously recorded. Consequently, the fair value valuation of the Company's portfolio benefitted from this. The Explanatory Notes show the methods used for portfolio valuation, while the graph on the side illustrates the growth of the start-up portfolio highlighting the contribution of net investments and of the increased fair values.

Between 2013 and 2105, the Company invested a total of € 4,918 thousand in the start-ups, taking care to

diversify the types of start-ups. The graph below shows the diversification of the Company's overall investments.

Regarding the estimated Write-offs and Exits indicated in the 2015-18 Business Plan, based on the market

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statistics, the actual Write-offs recorded in 2015 are lower than expected, with regard to both number and amount. While with regard to the Exits forecasted in the 2015-18 Business Plan for the present year, the Company, despite the manifestations of interest received from third parties, no Exits were recorded by the end of 2015.

Furthermore, to provide an Alternative Performance Indicator (API), the valuation of the portfolio to which reference is typically made, is re-calculated by applying the post-money value of the start-up, after the capital increase also in the cases in which it would not be applicable, pursuant to IFRS 13, so as to represent the portfolio performance without the conservative effects of IFRS 13. It should be specified that this measure of corporate performance is useful for understanding the results, although it is not provided by the IAS/IFRS, but should not be viewed as substitutive of the latter.

The IFRS-based valuation of the Portfolio must necessarily follow the rules set out by the IFRS/IAS, but it often

does not allow the illustration to the stakeholders of the portfolio's actual performance.

Therefore, we believe it is expedient to integrate the financial reporting with an alternative performance indicator, the aim of which is to represent the value of the Portfolio based on the latest capital transactions in the period.

Note 10 of the consolidated Explanatory

Notes provides the details of the two valuations, while the graph features a comparison of the two valuation methods.

REVENUES

In 2015, revenues amounted to € 267 thousand, up more than threefold year-over-year.

Since 2014, the Company has launched the business line dedicated to training called the "DoLab School"

DoLab School is a training school for digital professionals specialising in the social media.

The courses provide a technical/practical kind of training based on project work, i.e. the immediate application of the classroom notions and corporate case histories. The courses by DoLab School in 2016 will target private users and businesses and will focus on "B2C" and "B2B", as well as networking, vocational training and extra-curricular events.

In the course of 2015, about 300 users took part in the DoLab School

Training Programmes (compared to 247 in 2014). The courses are provided in-house, by external teachers who

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are experts in the various subjects.

The revenues from external networking, previously going to the Subsidiary, have been conveyed, since 2015, to the Company. These revenues represent the fee that the start-ups pay to the Company for help in searching for third-party investors. The transfer of these revenues to the Company was the logical consequence of the reorganisation of the Group into core and diversified business lines.

ORDINARY OPERATING RESULTS

The loss resulting from ordinary management in 2015 totalled € 997 thousand (compared to a loss of € 842 thousand in 2014). The increased management costs impacting on the operating result are consistent with the

forecasts set out in the 2015-18 Business Plan. In particular, the costs for services and staff increased primarily as a result of the growth in the number of Group employees.

It should be remembered that the Company, in its present configuration and activities, is a very young enterprise and that the strengthening of its organisation, also in terms of its human resources, is an ongoing process that has not yet reached its break-even point.

In 2015, the Company continued to pursue a careful policy aimed at balancing permanent hirings and atypical employment contracts, searching for the right professionals to ensure the improvement and growth of the Company's operations, in order to strike a right balance between the various types of hiring arrangements.

NET FINANCIAL POSITION AND CASH FLOWS

The Company's net financial position, determined in accordance with paragraph 127 of the CESR/05-054b recommendations implementing EC Regulation 809/2004 and with the Consob provisions of 28 July 2006, is shown in the following table:

31-Dec-15 31-Dec-14 diff. between 2015
and 2014
7,382 4,459 2,923 66%
-62 -92 30 -33%
0 0 0 n.a.
0 0 0 n.a.
7,320 4,367 2,953 68%
8,182 8,364 -182 -2%
-863 -3,997 3,134 -78%
0 0 n.a. n.a.
0 0 n.a. n.a.
0.80 3.63 n.a. n.a.

The Company's net financial position amounts to € 863 thousand, down compared to 31 December 2014 (€ 3,997 thousand) by € 3,134 thousand, primarily as a result of investments in start-ups and of current expenses in the year.

STATEMENT OF CASH FLOW
STATEMENT OF CASH FLOW
(values expressed in KEuros)
31-Dec-15 31-Dec-14
Result before minority interest -1,079 -1,100

DIRECTORS' REPORT ON OPERATIONS

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STATEMENT OF CASH FLOW
(values expressed in KEuros)
31-Dec-15 31-Dec-14
Non-cash items 86 286
Cash flow -993 -814
Change in the net working capital 85 -128
Operating cash flow -908 -942
Cash Flow generated from (used by) investment activities -2,226 -1,192
Cash Flow generated from (used by) financing activities 0 4,745
Free cash flow generated (used) -3,134 2,611
Opening net cash funds 3,997 1,386
Closing net cash funds 863 3,997
Change in net cash funds -3,135 2,611

The operating Cash flow is negative for € 908 thousand; the Cash flow used by investment activities totals € 2,226 thousand in 2015. The Free cash flow, in 2015, is negative for € 3,134 thousand, primarily as a result of the financial effects generated by the above mentioned operating result, as well as the normal growth of the working capital, mainly linked to the use of the necessary resources for financing investments in start-ups, which is the Group's core business.

It should be highlighted that € 500 thousand, invested in a 12-month time deposit at 31 December 2015, were paid into the Company's bank accounts at the end of January 2016.

FINANCIAL RISK DISCLOSURES

The financial risk disclosures pursuant to art. 2428 of the Italian Civil Code, are shown in point 7 of the Explanatory Notes.

RESEARCH & DEVELOPMENT ACTIVITIES

Due to the nature of the Group companies, at 31 December 2015 no R&D activities were carried out pursuant to art. 2428(2)(1) of the Italian Civil Code.

SHARE CAPITAL DISCLOSURES

COMPANY SHARES

At 31 December 2015, the share capital of LVenture Group S.p.A. consisted of 17,711,120 ordinary shares, without indication of the par value, and all representative of the same fraction of the capital, as provided by article 5 of the Articles of Association; each ordinary share entitles its holder to one vote at the ordinary and extraordinary general meetings of the Company.

TREASURY STOCK OF THE COMPANY AND SUBSIDIARY

The Company does not hold any shares of LV. EN. Holding S.r.l., either directly or indirectly. LVenture Group S.p.A. holds no treasury stock.

CORPORATE GOVERNANCE

THE MODEL OF GOVERNANCE

The governance of the Company is based on the traditional so-called "Latin model". The governance bodies are:

  • the General Meeting of Shareholders, which can be either ordinary or extraordinary and resolves on the matters reserved to it by the Law or the Articles of Association;
  • the Board of Directors, which is vested with the broadest powers for the routine and extraordinary management of the Company, with no limitations and with the power and authority to carry out any actions it deems expedient for achieving the Company's purpose, with the sole exception of those reserved by law to the general meeting;
  • Board of Statutory Auditors, which is responsible for overseeing, (i) the Company's compliance with the

DIRECTORS' REPORT ON OPERATIONS

2015 Financial Reports and Statements

law and the Articles of Association, as well as the best management practices; ii) the adequacy of the Company's organisation for the attainment of its purpose, internal control and risk management system and accounting system, as well as the latter's ability to provide a full and accurate picture of the management events; iii) the adequacy of the instructions imparted to the Group companies, in relation to the disclosures required to ensure compliance with the communication obligations; iv) the implementation of the corporate governance rules set out in the Self-Governance Code of Listed Companies, which the Company has adopted. According to Legislative Decree 39/2010, the Board of Statutory Auditors is responsible, primarily, for supervising the financial reporting process, the effectiveness of the internal control and auditing system, if applicable, and the risk management system, besides the legal auditing of the Company's annual and consolidated accounts and the independence of the auditing firm.

Alongside the above, there is also an Executive in charge of preparing the Company's accounting documents.

The Board of Directors has also appointed a Committee for overseeing risks and transactions with related parties. The committee is vested with the significant powers and authority that the Regulation governing transactions with related parties, adopted by the CONSOB (see decision no. 17.221 of 12 March 2010, as amended) assigns to the committee made up of independent directors alone.

The model of governance adopted by the Company is inspired by the applicable Self-Governance Code of Listed Companies issued by the Corporate Governance Body of Borsa Italiana S.p.A., which the Company has adopted, and by the reference models represented by the best international practices.

DISCLOSURES PURSUANT TO ART. 123-BIS OF T.U. N. 58/1998 (T.U.F.)

At the meeting held on 23 March 2016, the Board of Directors of the Parent Company approved the annual Report on Corporate Governance and shareholder structure for 2015, which provides, inter alia, the disclosures required under art. 123-bis(1) of the T.U.F.: the report analytically illustrates the corporate governance system of LVenture Group S.p.A. and includes, besides the disclosures referred to in art. 123-bis(2) of the T.U.F., a broad examination of the implementation of the principles of governance recommended by the Self-Governance Code of Listed Companies, in accordance with the so-called "comply or explain" rule.

The annual Report on corporate governance and shareholder structure, to which reference should be made, is made available to the public, together with the financial statements in the "Corporate Governance" section of www.lventuregroup.com.

DISCLOSURES PURSUANT TO ART. 123-TER OF T.U. N. 58/1998 (T.U.F.)

Also on 23 March 2016, the Board of Directors of LVenture Group S.p.A. approved the Remuneration Report, in accordance with art. 123-ter of Legislative Decree 58/1998 (the so-called "T.U.F."), and with art. 84-quater of the Consob resolution no. 11971/99 (the so-called "Issuer Regulations"), as subsequently amended, comprising two parts:

(i) part one illustrates the remuneration policy for the directors and executives with strategic responsibilities, with reference to 2015, and the procedures regarding the adoption and

  • implementation of the policy;
  • shall not be binding.

(ii) part two describes the single items making up the remuneration and the remuneration paid, in 2015, to the directors and auditors and the executives with strategic responsibilities. The Report will be submitted to the General Meeting called for 28 April 2016, to provide an opinion on part one, which

The Remuneration Report is available for consultation at the Company's registered office and on its website at www.lventuregroup.com.

DISCLOSURES PURSUANT TO CONSOB NO. 17221 OF 12 MARCH 2010 (RELATED PARTIES' REGULATION)

In 2015, the Company carried out no significant transactions with related parties, or such as to affect its equity or operations, nor were there changes to or developments in the transactions described in the annual report for 2014 producing the same effects.

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All the disclosures relating to transactions under way with the related parties in 2015 are reported in the explanatory notes.

MANAGEMENT AND COORDINATION ACTIVITY

Although LVenture Group S.p.A. is subject to control (pursuant to art. 93 of Legislative Decree 58/1998) by LV.EN. Holding Srl, neither the latter, nor any other party, has ever issued any specific directives that the Company has had to comply with and/or interfered in any way in the management of LVenture Group S.p.A. (or of the subsidiary of LVenture Group S.p.A.); therefore, to all intents and purposes, the management of the Company and its Subsidiary has not been influenced in any way by third parties not belonging to LVenture Group.

LVenture Group S.p.A. is not subject to management and coordination by the parent company LV.EN. Holding Srl, or any other party, pursuant to art. 2497 et seq. of the Italian Civil Code.

Consistently with the self-governance principles, all the strategic, economic, equity and financial transactions of LVenture Group are reserved to collective examination and exclusive approval by the Board of Directors of LVenture Group S.p.A., consisting of independent (non-executive) directors, in accordance with art. 3 of the Self-Governance Code.

It is believed that the competence and authoritativeness of the independent non-executive directors, and their significant weight in the decision-making process by the Board, is a further guarantee that all the decisions by the Board of Directors shall be adopted in the exclusive interest of LVenture Group S.p.A. and without any directives received from or interference by third-party representatives of interests that have nothing to do with the Group.

The company controlled by LVenture Group S.p.A. is subject to the management and control of the Company. This activity consists in the definition of the Group's general strategic guidelines, of the internal control system and of the management of risks and the definition of general policies relating to the management of the more important operational drivers (human and financial resources and communication), however without prejudice to the Subsidiary's management and operating independence.

HEALTH, SAFETY AND THE ENVIRONMENT

In accordance with Article 2428. second paragraph, of the Italian Civil Code, it is specified that the Company carries out its activities in compliance with the provisions relating to environment.

FORESEEABLE OUTLOOK OF OPERATIONS

The management of Company is operating in accordance with the 2016-2019 Business Plan approved by the Board of Directors on 29 December 2015, whose key strategic objectives are:

  • to invest in the more promising Internet and new media start-ups selected from among the participants in the Acceleration Programme, or found on the market, supporting them in their growth and development in order to maximise their Exit values;
  • to promote international development by establishing Joint Ventures with accelerators to support the activities of start-ups and enhance their value;
  • to broaden the Ecosystem, in order to maximise support to the start-ups and, in particular, to extend the premises, in order to enable a growing number of start-ups to take advantage of the benefits of operating inside the Accelerator;
  • to increase the Group's business lines, with a view to stabilising and diversifying ordinary revenues, in particular, by organising Open Innovation programmes targeting companies.

Benefits for the Shareholders

  • forecasted profit for the Issuer from the financial statements at 31 December 2018;
  • 50% dividend payout of profit, from 2019;
  • reduction of investment risks in the Venture Capital area, thanks to:
  • i. the transparency and monitoring of investments by the issuers listed on regulated markets;
  • ii. the greater degree of liquidity of securities traded on the MTA.

Principal implementation actions

DIRECTORS' REPORT ON OPERATIONS

  • endowing the Company with sufficient capital to finance the investments in the start-ups;
  • extending the space available to the Accelerator to host a growing number of start-ups;
  • developing the business area of the Open Innovation Programme and the Training Courses, complementary activities to those formerly carried out by the Group;
  • strengthening the Group's organisation, also in terms of its resources, to allow the management of a larger volume of investments than at present.

In the first months of the year, the Company implemented the Plan by undertaking the following actions:

  • the formal 2016 capital increase procedure was initiated with the Extraordinary General Meeting held on 2 February 2016, which approved it;
  • the investment activities continued and in the first months € 419 thousand were paid out.

DIRECTORS' REPORT ON OPERATIONS

PROPOSED RESOLUTION

Dear Shareholders,

We invite you to approve the following resolutions.

"The General Meeting of shareholders:

  • having regard to the Directors' Report on Operations;
  • having regard to the Statutory Auditors' Report;
  • having regard to the Independent Auditors' Report;
  • having examined the Financial Statements at 31 December 2015, which features a loss of € 1,079,485.82 (compared to € 1,100,224.01 at 31 December 2014);

resolves

  • to approve the statement of financial position, statement of profit or loss and explanatory notes of the year ending on 31 December 2015, which feature a loss of € 1,079,485.82, as presented by the Board of Directors, as a whole, in the single items, with the proposed appropriations;
  • to cover the year's loss of € 1,079,485.82 by using the "Share premium reserve".

Rome, 23 March 2016

For the Board of Directors

The Chairperson Stefano Pighini

FINANCIAL STATEMENTS ON DECEMBER 31 2015 st

FINANCIAL STATEMENT – STATEMENT OF ACCOUNTS

STATEMENT OF FINANCIAL POSITION

NOTES ASSETS 31-Dec-15 31-Dec-14
(values expressed in KEuros)
NON-CURRENT ASSETS
6 Tangible assets 10 3
7 Intangible assets 67 73
8 Equity holdings and other financial assets 7,003 4,067
9 Other non-current financial assets 302 315
10 Deferred tax assets 0 0
TOTAL NON-CURRENT ASSETS 7,382 4,459
CURRENT ASSETS
Inventories 0 0
11 Trade receivables 55 5
12 Other receivables and current assets 66 98
Other current financial assets 0 0
13 Cash and cash equivalents 863 3,997
TOTAL CURRENT ASSETS 983 4,100
Assets held for sale 0 0
TOTAL ASSETS 8,366 8,559
NOTES LIABILITIES
(values expressed in KEuros) 31-Dec-15 31-Dec-14
14 NET EQUITY
14.2 Share capital 6,425 6,425
14.3 Share premium reserve 1,111 2,274
Legal reserve 0 0
14.4 Extraordinary and other reserves 1,725 828
Profit (loss) carried forward 0 -62
Profit (loss) of the year -1,079 -1,100
TOTAL NET EQUITY 8,182 8,364
NON-CURRENT LIABILITIES
Severance indemnity fund 0 0
Deferred tax liabilities 0 0
Non-current financial liabilities 0 0
Long-term provisions 0 0
TOTAL NON-CURRENT LIABILITIES 0 0
CURRENT LIABILITIES
Current financial liabilities 0 0
15 Trade payables 165 177
16 Other current payables and liabilities 19 18
TOTAL CURRENT LIABILITIES 183 195
TOTAL LIABILITIES 8,366 8,559

FINANCIAL STATEMENT -STATEMENT OF ACCOUNTS

NOTES STATEMENT OF PROFIT OR LOSS
(values expressed in KEuros)
31-Dec-15 31-Dec-14
17 Net sales 267 58
Other operating revenues 0 0
Total revenues 267 58
Change in inventories of raw materials, finished products and work in
progress 0 0
Raw materials and consumables 0 0
18 Staff costs -411 -235
19 Other operating costs -853 -665
20 Write-downs and amortisation -1 0
Profit (loss) from ordinary operations -999 -842
21 Value adjustments of equity holdings -85 -286
Operating profit (loss) -1,084 -1,129
22 Financial and other revenues (expenses) 4 28
Profit (loss) before tax -1,079 -1,100
23 Income tax 0 0
Profit (loss) of the year -1,079 -1,100
Note STATEMENT OF COMPREHENSIVE INCOME
(values expressed in KEuros) 31-Dec-15 31-Dec-14
Profit (loss) of the year -1,079 -1,100
14.4 - Effect from the valuation of the AFS equity holding, net of the tax effect, which will
subsequently be reclassified in the operating profit/(loss) 898 474
Comprehensive profit (loss) of the year -181 -626

STATEMENT OF CHANGES IN NET EQUITY

(values expressed in KEuros) Share
capital
Capital
reserve
Result
reserves
Other
reserves
Closing
balance
Balance at.12.2012 120 0 0 -124 -4
Contributions by shareholders to the capital account 3,834 897 0 0 4,731
Cover of losses 0 -124 0 124 0
Fair Value Reserve increase 0 0 0 354 354
Comprehensive operating result 0 0 0 -836 -836
Balance at.12.2013 3,954 773 0 -482 4,246
Contributions by shareholders to the capital account 2,471 2,274 0 0 4,745
Cover of losses 0 -773 0 773 0
Fair Value Reserve increase/decrease 0 0 0 474 474
Comprehensive operating result 0 0 0 -1,100 -1,100
Balance at.12.2014 6,425 2,274 0 -335 8,364
Contributions by shareholders to the capital account 0 0 0 0 0
Cover of losses 0 -1,163 0 1,163 0
Fair Value Reserve increase/decrease 0 0 0 898 898
Comprehensive operating result 0 0 0 -1,079 -1,079
Balance at.12.2015 6,425 1,111 0 646 8,182

FINANCIAL STATEMENT -STATEMENT OF ACCOUNTS

STATEMENT OF CASH FLOW

Note (values expressed in KEuros) 31-Dec-15 31-Dec-14
12 Opening cash and cash equivalents 3,997 1,386
Result before tax -1,079 -1,100
19 Amortisation/Write-downs 1 0
Capital gains/Capital losses 0 0
20 Value adjustments/Write-downs of equity holdings 85 286
Financial component of the funds relating to staff payables 0 0
Revenue from equity holdings 0 0
Other appropriations to funds, minus use 0 0
Cash flow generated by income management 86 287
Current taxes paid 0 0
Use of staff funds 0 0
(Increase) decrease of short-term assets:
Inventories 0 0
financial assets 0 0
8; 10 receivables from customers and Group companies 115 -60
11 receivables from others and other assets -18 -86
Increase (decrease) of short-term liabilities:
payables to suppliers and Group companies 0 0
14 payables to others and other liabilities -12 18
Net effects of merger 0 0
Net cash flow generated/(absorbed) by operations 86 -128
Investments in fixed assets:
6 Intangibles 6 -6
6 Tangibles -8 -3
7 financial (equity holdings) -3,123 -1,657
Sale price, or reimbursement value, of intangibles and tangibles 0 0
Sale price, or reimbursement value, of equity holdings 0 0
Net effects of merger 0 0
Net cash flow generated/(absorbed) by investments -3,125 -1,666
Dividends paid out in the period 0 0
13 Share capital increase 0 4,745
Purchase of treasury stock 0 0
13.4 Changes in the fair value of equity holdings 898 474
Dividends received 0 0
Mortgages and loans taken out in the period with banks and other lenders 0 0
Repayment of loans and other long-term liabilities 0 0
Net effects of changes in the net equity due to mergers 0 0
Net effects of mergers 0 0
Net cash flow generated/(absorbed) by financing 898 5,219
Comprehensive cash flow -3,135 2,611
12 Closing cash and cash equivalents 863 3,997

THE TEXT THAT YOU WANT TO APPEAR HERE.

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EXPLANATORY NOTES TO THE FINANCIAL STATEMENTS

1. GENERAL NOTES

LVenture Group S.p.A., based in Rome, via Giovanni Giolitti 34, is listed on the online stock exchange MTA (Market Telematico Azionario) of Borsa Italiana S.p.A..

At 31 December 2015, 40.03% of the capital of LVenture Group S.p.A. was held by LV.EN. Holding Srl.

The Consolidated Financial Statements at 31 December 2015 were approved by the Board of Directors of LVenture Group S.p.A. on 23 March 2016 and have been audited by the auditors Baker Tilley Revisa S.p.A..

2. USE OF ESTIMATES AND CAUSES OF UNCERTAINTY

The financial statements have been prepared in accordance with the IFRS, which require the directors to make estimates and express opinions and assumptions that can affect the asset and liability amounts, the disclosures relating to potential assets and liabilities and the value of the revenues and expenses recorded for the period in question. Such estimates and assumptions are based on the facts known at the date of preparation of the financial statements, on historical experience and on any other elements that are deemed relevant.

The situation caused by the current climate of economic uncertainty has entailed the need to make assumptions regarding the future performance, and, therefore, we cannot rule out the possibility of different figures being recorded, next year, to the estimates made, which may require adjustments, which, of course, cannot be estimated or foreseen today, and which may also be significant, to the book value of the equity holdings in start-ups, and, more precisely to the item Available-for-sale bonds and equity holdings and Fair Value Reserve.

3. GENERAL FINANCIAL REPORTING CRITERIA

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The Company's financial statements have been prepared in accordance with the IAS/IFRS (International Accounting Standards – IAS – and International Financial Reporting Standards – IFRS) as issued by the International Accounting Standards Board IASB, based on text published in the Official Journal of the European Community (OJEC). The IFRS include all the reviewed international accounting standards ("IAS") and interpretations by the International Financial Reporting Interpretations Committee (IFRIC), previously known as the Standing Interpretations Committee (SIC).

The relevant explanatory notes (or notes to the accounts) have been supplemented with the additional disclosures required by the Italian stock exchange commission CONSOB, and the measures issued by it in implementation of art. 9 of the Legislative Decree 38/2005 (resolutions 15519 and 15520 of 27 July 2006 and communication DEM/6064293 of 28 July 2006, made pursuant to art. 114(5) of the TUF), of art. 78 of the Issuer Regulation, of the EC document of November 2003 and, where applicable, of the Italian Civil Code. Consistently with the previous year's financial statements, some information is also contained in the Directors' Report on operations.

The financial statements have been prepared assuming that the Company is able to continue operating as a going concern, and include the statement of financial position, statement of profit or loss, statement of comprehensive income, statement of cash flow, statement of changes in net equity and explanatory notes. The figures shown in the financial statements are expressed in kEuros (thousands of euros).

Regarding the presentation of its operating results, the Company uses an statement of profit or lossthat shows the revenues and expenses based on their nature. The statement of profit or loss includes – as interim results – the EBITDA (earning before interests, taxes, amortisation and amortization ) and the EBIT (earning before interests and taxes ), which indicators are deemed to be representative of the companies' performance. Furthermore, a statement of comprehensive income has also been prepared, which also includes the operating elements not recorded in the statement of profit or loss and which are related to the specific net equity items.

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The transactions recorded in the statement of comprehensive income are shown, where applicable, net of the relevant tax effect.

Regarding the statement of financial position, the Company records its current and non-current items separately in the assets and liabilities, which are supposed to be realised or extinguished in connection with the ordinary operating cycle. The above layouts, adequately supplemented by the Explanatory Notes, and accompanied by the Directors' Report on operations, are deemed to be those that can provide the best structured representation of the Group's assets, liabilities and operating results. If it should prove necessary – as a result of the introduction of new standards or of any changes to the nature of the transactions or of a review of the financial statements – to change the items set out therein, accordingly, in order to provide more reliable and significant disclosures for the users of the financial statements, the comparative figures shall be reclassified, so as to improve the comparability of the disclosures relating to different periods. In this case, if significant, suitable information will be provided in the explanatory notes.

Pursuant to art. 3 of Consob Resolution no. 18079 of 20 January 2012, the Company has applied the derogations provided in articles 70(8) and 71(1-bis) of Consob Reg. no. 11971/99 (as amended), with regard to the making available to the general public, at the Company's headquarters, of all the documents relating to mergers, demergers, capital increases, acquisitions and disposals.

Furthermore, in order to provide an Alternative Performance Indicator (API), the portfolio assessment to which reference is typically made is re-calculated applying the post-money value of the start-up, after the capital increase also for those cases in which IFRS 13 is found not to be consistent, so as to represent a portfolio performance minus the conservative effects of IFRS 13. It should be specified that although this business performance measurement criterion is a key tor the interpretation of the results not provided by the IAS/IFRS, nevertheless it must not be considered as replacing those outlined in the principles.

4. APPLIED VALUATION CRITERIA AND ACCOUNTING STANDARDS

The accounting standards adopted for the preparation of these financial statements are consistent with those adopted for preparing the financial statements at 31 December 2014, except for the following, as a result of the introduction of new accounting standards, amendments and interpretations, effective from 1 January 2015.

As required by the Consob communication no. 0007780 of 28.1.2016, and the public statement published on 27 October 2015 by the ESMA, "European common enforcement priorities for 2015 financial statements", in relation to the disclosures that listed companies are required to make in their financial reports from 31.12.2015, the following paragraphs provide an overview of the accounting principles and policies adopted and the valuations made by the Company, with a detailed account, for example, of the most significant and directly applicable accounting standards, specifying how these standards have been adopted by the Company and avoiding the mere reproduction of the standards themselves. Consequently, we make no mention of the accounting standards not adopted by the Company in the preparation of its Consolidated financial statements. Regarding the said accounting standards, amendments and interpretations, as approved by the European Union, effective from 1 January 2015, following is an overview of those applied for the first time in the financial statements of LVenture Group S.p.A. at 31 December 2015:

IFRS 8 Operating segments: by amending IFRS 8, the IASB: a. has introduced new disclosure obligations, requiring a brief description of the operating segments, which have been aggregated and the economic indicators used in connection with this aggregation; b. has a reconciliation of the disclosed segment activities with the entity's total activities is required only where this information is provided on a regular basis to the entity's chief operating decision maker ("CODM").

Accounting standards, amendments and interpretations published by the IASB, but not yet approved by the European Union

IFRS 14 – Regulatory Deferral Accounts. On 30 January 2014, the IASB published the document as a first step in a much broader Rate-regulated activities project, undertaken by the IASB in September 2012. IFRS

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14 permits an entity, which is a first-time adopter of International Financial Reporting Standards to continue to recognise the amounts relating to assets/liabilities in accordance with its previous GAAP. In order to improve the comparability of entities that formerly applied the IFRS and which no longer separately record these amounts, the standard requires that the effect of the rate-regulated activities must be presented separately from the other items of the statement of financial position, statement of profit or loss and comprehensive statement of profit or loss.

  • Amendments to IFRS 11: Accounting for Acquisitions of Interests in Joint Operations (issued on 6 May 2014).
  • IFRS 15 Revenue from Contracts with Customers. On 28 May 2014, the IASB published the document requiring a company to recognise the revenues when the transfer of control of goods or services to the clients actually takes place, at a value that reflects the consideration that the company expects to receive for the said products or services. To achieve this purpose, the new revenue recognition method defined a 5-step process. The new standard also requires more informative relevant disclosures, with regard to the nature, amount, timeframes and uncertainties relating to the revenues and financial flows arising from the contracts concluded with clients.
  • Amendments to IAS 16 and IAS 38: Clarification of Acceptable Methods of Amortisation and Amortisation (issued on 12 May 2014).
  • Amendments to IAS 16 e IAS 41: Bearer Plants (issued on 30 June 2014).
  • IFRS 9 Financial Instruments. On 24 July 2014, the IASB published the final document representing the conclusion of the process, broken down into three stages: "Classification and Measurement", "Impairment" and "General Hedge Accounting", fully revising IAS 39. The document introduces new criteria for classifying and measuring financial assets and liabilities. In particular, with regard to financial assets, the new standard uses a single approach based on the management model of the financial instruments and driven by cash flow characteristics, for the purpose of determining the valuation criteria, replacing the different rules provided by IAS 39. As regards financial liabilities, instead, the main change regards the accounting treatment of the fair value changes in a financial liability designated as measured at fair value through the statement of profit or loss, in the event these are due to changes in the creditworthiness of the financial liability itself. According to the new standard, these changes must be recognised in the other comprehensive statement of profit or loss components, without passing through the statement of profit or loss. The main innovations introduced, with regard to hedge accounting, are:
  • changes in the types of transactions eligible for hedge accounting ; in particular, the risks for non-financial assets/liabilities eligible for hedge accounting are broadened;
  • changes in the recording of forward contracts and options included in a hedge accounting relationship, for the purpose of reducing the volatility of the statement of profit or loss;
  • changes in the effectiveness test, by replacing the current method based on the 80-125% parameter with the "economic relationship" between the hedged item and the hedging instrument; furthermore, the valuation of the retrospective effectiveness of the hedging relationship will no longer be required;
  • the enhanced flexibility of the accounting rules is balanced by the additional requests for disclosure of information on the risk management activities put into place by the company.

The new document includes a single model for the impairment of the financial assets based on the expected losses.

  • Amendments to IAS 27: Equity Method in Separate Financial Statements (issued on 12 August 2014).
  • Amendments to IFRS 10 and IAS 28: Sale or Contribution of Asset between an Investor and its Associate or Joint Venture (issued on 11 September 2014).
  • "Annual Improvements to IFRSs: 2012-2014 Cycle " (issued on 25 September 2014).
  • Amendments to IAS 1: Disclosure Initiative (issued on 18 December 2014).
  • Amendments to IFRS 10. IFRS 12 and IAS 28: Investment Entities: Applying the Consolidation Exception (issued on 18 December 2014). The Group has not yet adopted any standards, interpretations or improvements already issued but which have not yet entered into effect.
  • 4.1. Transactions in foreign currencies

2015 Financial Reports and Statements

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i. Functional and presentation currency. All the items presented in the financial statements of the Company are measured using the currency of the "main economic environment" in which the entities themselves operate (the so-called "functional currency"). The financial statements are presented in euros (rounded to the nearest thousand), because this is the currency in which most of the Company transactions are carried out.

ii. Transactions in foreign currencies. The financial statements of the Company are prepared and presented in euros. Regarding the preparation of the financial statements, the transactions in foreign currencies are translated into the functional currency at the applicable exchange rate at the date of the transaction. The monetary assets and liabilities in foreign currencies at the date of the financial statements are translated at the applicable exchange rate at the end of the year; the non-monetary assets and liabilities valued at their historical costs in the foreign currency are translated at the applicable exchange rate at the date of the transaction.

Exchange differences from the translation of monetary assets and liabilities at the date of the financial statements are recognised in the statement of profit or loss.

The following table shows the exchange rates applied:

2015
Closing exchange rate Mean rate
US Dollar 0.9209 0.9105

4.2. Intangible assets (IAS 38)

Intangibles other than goodwill

Intangible assets are non-monetary assets, which are without physical substance and identifiable, controllable and capable of generating future economic benefits. Intangibles are measured at purchase and/or production cost, including all the expenses incurred to prepare the assets for use, minus any depreciations and impairments of value. Amortisation begins when the relevant assets become available for use and is spread systematically in relation to their remaining useful lives, according to an estimate of the length of time the Company -will use them.

No intangible assets are recorded in the financial statements at 31 December 2015, while a single intangible cost had been recorded in the previous year, in relation to a plan for extending the premises, which then fell through resulting in the reversal recognised in the statement of profit or loss in 2015.

Goodwill

Goodwill represents the difference recorded between the cost incurred for acquiring a controlling stake (in a business or group of businesses) and the fair value of the assets and liabilities identified at the date of acquisition. Goodwill is not amortised on a straight line, but it is subject to an annual test for impairment losses (impairment test). Goodwill is written down when its recoverable amount is lower than its carrying value. The recoverable amount is the greater of the fair value, less the costs of disposal and related value in use. Writedowns of goodwill may not be subsequently reversed.

Goodwill is related to the EnLabs S.r.l. subsidiary and has been recorded in the Consolidated financial statements in 2013 based on the Purchase Price Allocation (PPA), as a result of the merger through acquisition of LVenture S.r.l. (a single member company) by the Parent Company.

4.3. Tangible assets (IAS 16 e IAS 17)

Tangible assets are measured at purchase cost, including any additional related costs needed to commission the relevant assets so that they can be used for the purpose for which they were originally purchased. Assets made up of components, with a significant value and different useful lives, are considered separately for amortisation purposes. Tangibles are amortised on a straight-line basis, according to their estimated useful lives for the company, which is reviewed annually. The amortisation rates are shown in the following table:

Hardware IT 20%
------------- -----

In the event a tangible asset suffers a lasting impairment, its carrying value is determined by comparing it with its so-called "recoverable" value, represented by the greater of the fair value and the value in use. The fair value is defined based on the relevant market values, recent transactions or the best available information for determining the potential price of disposal of the asset.

The value in use is based on the discounted cash flow from the expected use of the asset, applying the best estimates relating to its remaining useful life and a rate that also takes into account the implicit risk of the specific sectors in which the Group operates. This measurement is made for the single assets or the smallest identifiable units of assets capable of generating an independent cash flow (cash-generating units of CGUs).

In the event of a negative difference between the above mentioned values and the carrying value, the amount is written down, and when the reasons causing the impairment are no more the asset's value is reversed. Write-downs and reversals are recognised in the statement of profit or loss.

4.4. Equity holdings in subsidiaries (IAS 27, IAS 28 and IAS 36)

Equity holdings in subsidiaries are measured at cost. If, at purchase, there are significant positive differences between the purchase cost and the current value of the Company's portion of net equity at current values an impairment test is performed to accurately determine the possible increases or reductions of value included in the book value of the holding.

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If any specific impairment indicators are observed, an impairment test is carried out on the value of the holding in the subsidiary. For impairment test purposes, the book value of the holdings is compared with the recoverable amount, defined as the greater of the fair value, less the costs of disposal, and the value in use. Consistently with the amended version of the IAS 36, to recognise any impairments of value of the holdings the new possible impairment indicators have also been considered.

Holdings in subsidiaries undergo impairment testing at least once a year, or more frequently, if necessary. If any evidence is found that the holdings' value has been impaired, the impaired values must then be written down in the statement of profit or loss.

If the company's portion of the impaired value of the subsidiary exceeds the subsidiary's carrying value, and the company is obliged or intends to take responsibility for this, the value of the holding is reduced to zero and the portion of any further impairments is recorded in the risks fund of the liabilities section. If the impairment subsequently ceases, or is reduced, a reversal is recorded in the statement of profit or loss, within the cost limits.

4.5. Other equity holdings (IAS 39 and IAS 36)

Equity holdings in start-ups, constituting non-current financial assets not held for trading, are classified as available-for-sale assets and recognised at their fair value. These equity holdings are generally lower than 20%, nevertheless, in exceptional cases in which they are slightly higher, the relevant entities are not viewed as associates because the other conditions provided in the relevant accounting standard are not satisfied.

The profit or loss arising from the changes of fair value is recorded directly in net equity, until the start-ups are sold or suffer an impairment loss; when the asset is sold, the profit or loss previously recorded in the net equity is recognised in the relevant statement of profit or loss.

If the start-up is wound up, the asset is written down and the accumulated losses recognised in the statement of profit or loss.

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SIC 12 has tax evasion prevention purposes and applies to special purpose entities, within the meaning of IFRS 3. SIC 12 deals with transactions involving financial assets giving rise to uncontrolled off-balance-sheet entities, based on the criteria established by IAS 27; these entities can be consolidated according to the requirements of SIC 12.

4.6. Financial assets and investments

The Company classifies its financial assets and investments as either:

  • receivables;
  • available-for-sale financial assets.

Financial assets and investments are recorded consistently with the contracts entered into by the parties. At the date of the financial statements, the Company assesses, with respect to all the categories, whether there is objective evidence that the single financial asset - or set of financial assets - features signs of impairment and writes it down in the event that the impairment tests show a recoverable amount lower than the carrying value.

Receivables

They include investments having the characteristics of "Loans & Receivables", within the meaning of IAS 39, such as the non-listed loans or bonds issued by companies. These financial assets are initially recorded at fair value (usually corresponding to cost) and are then valued at their amortised cost, net of any write-downs resulting from impairment tests.

The item also includes trade receivables that are first recorded at fair value (which usually corresponds to their nominal value) and are recognised in the financial statements at their amortised cost. They are subsequently adjusted with suitable write-downs, if any, and entered in the statement of profit or loss, when there is actual evidence that they have suffered a loss in value. The extent of these write-downs is equal to the difference between the carrying value and the recoverable amount.

Available-for-sale financial assets

Available-for-sale financial assets are recorded at fair value, if it can be determined, with a net equity counter item, and the profit or loss arising from the changes in fair value is recognised directly in net equity, until they are transferred or impaired, when the overall profit or loss previously recognised in net equity is recorded in the relevant statement of profit or loss. The write-downs are recognised in the statement of profit or loss in the event of a situation such as to prevent the start-up from continuing its operations.

The designation of the single instrument of this category is final, it is effected at its first recognition and cannot be changed.

4.7. Cash and cash equivalents (IAS 32 and IAS 39)

Cash and cash equivalents include the cash on hand, deposits payable to the bearer and high liquidity shortterm financial investments, which are readily convertible into cash and are subject to an irrelevant price variation risk. All cash assets held in bank accounts are recorded at their nominal value; the other cash assets and short term financial investments are measured, depending on data availability, at their fair value determined as the market value at the year's end.

4.8. Receivables and payables (IAS 32)

Receivables are stated at their estimated realisation value. Should the financial nature of these positions be recognised, they are stated at the amortised cost. Receivables and payables in foreign currencies, originally entered at the exchange rates in force at the time of the transaction, are adjusted to the current exchange rates at the end of the financial year and the relative exchange profits and losses are recognized within the statement of profit or loss. Any receivables and payables whose financial manifestation is expected after the

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subsequent year are discounted according to the free risk market rates at the closing date of the financial statements, increased if necessary by the intrinsic risk rate valuated according to the positions.

4.9. Income tax (IAS 12)

Current taxes are recorded and measured based on a realistic estimate of the taxable income, pursuant to the applicable tax laws and taking into account any applicable exemptions. Deferred tax liabilities are determined based on temporary taxable or deductible differences between the carrying value of assets and liabilities and their fiscal value. They are classified in the non-current assets and liabilities.

Article 23(9) of D.L. 98/11, converted into Law 111/11, by amending art. 84 of the TUIR, has introduced significant changes to the system of taxation of corporate losses, in connection with the calculation of corporate income tax (IRES). Corporations may carry forward the tax loss incurred in a certain period without any time limitations, to decrease the taxable income recorded in the following years, not exceeding 80% of the taxable income for each year and for the entire amount of the loss it contains (see art. 84(1) of the TUIR).

The Company's tax losses have not been recorded in the deferred tax assets because – with regard to the deferred tax assets – at present, the conditions required by the accounting standards for recording the future tax benefit do not exist.

4.10. Net equity

Ordinary shares are recorded at nominal value. The costs directly attributable to the issue of new shares are deducted from the net equity reserves, net of any relevant tax benefit.

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The item 'Profits (losses) carried forward' includes the results accumulated and the transfer from other net equity reserves at the time they are freed from the restrictions they were subject to. This item also includes any cumulative effect of the amendments to the accounting standards and/or any correction of errors which are entered according to IAS 8.

The reserve includes the excess amount of the price of issue of shares with respect to their par value, net of the expenses incurred at the time of the capital increase.

4.11. Other non-current and current assets

This item includes receivables not classified in the other asset items of the statement of financial position. These items are recorded at their nominal value, or at their recoverable amount, if this is found to be lower, after having assessed their future recoverability. Furthermore, this item includes the prepayments and accrued income, for which it has not proved possible to adjust the respective assets to which they refer.

4.12. Other non-current and current liabilities

This item includes payables not classified in the other liability items of the statement of financial position, especially trade payables, such as payables to suppliers and withholdings, as well as accrued liabilities and deferred income not arising from the direct adjustment of other liability items.

4.13. Revenue and expenses (IAS 18)

The revenue from services is recognised at the time the service is provided, the reference being the state of completion of the asset at the time of the financial statements.

The proceeds arising from dividends and interest are recognised, respectively:

  • dividends, in the year they were collected;
  • interest, applying the method of the effective interest rate (IAS 39).

Expenses are recorded at the moment they are incurred. Expenses and revenue directly ascribable to the financial instruments measured at amortised costs and determinable since their origin, regardless of when they are liquidated, flow into the statement of profit or loss by applying the effective interest rate.

Any impairments are recorded in the statement of profit or loss for the year in which they are measured.

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4.14. Employee benefits (IAS 19)

Employee benefits are paid annually into a single premium performance-based capitalisation insurance policy taken out with Allianz S.p.A., with annual revaluation and consolidation of results. The premiums are calculated based on the Severance Indemnity regulations in force in Italy. Therefore, the financial statements feature the annual cost in the statement of profit or loss, but no statement of financial position item because the premiums are paid within 31 December.

4.15. Impairment of assets

IAS 36 requires that, if any indicators, events or changes in circumstances suggest the possible impairment of any intangible or tangible assets, the relevant assets must undergo impairment testing to ensure that the value recorded in the financial statements does not exceed their recoverable amount. Such tests should be carried out at least once a year, in the case of Assets and Goodwill with an indefinite useful life.

The recoverability of the values recorded in the financial statements is assured by comparing the carrying value of the assets at the reference date and the greater of the fair value less costs of disposal (if available) and the value in use. The value in use of a tangible or intangible asset is measured based on an estimate of the future cash flows expected to be derived from the asset, discounted at the discount rate before tax, which reflects the current market assessment of the time value of money and the risks specific to the Group activities.

If it is not possible to estimate the independent cash inflow for the individual asset, then the asset's cashgenerating unit (CGU) is determined, to which it is possible to associate future objectively determinable cash inflows, independent of those determined by other CGUs. The CGUs have been determined consistently with the Group's organisational and operational architecture.

If the impairment test highlights the impairment of an assets, its carrying value is written down up to its recoverable amount, through its direct recognition in the statement of profit or loss.

When the reason for writing down the asset's value no longer exists, the carrying value of the asset (or of the CGU) - except for the goodwill - is restored to the new value arising from its estimated recoverable amount, albeit not beyond the net carrying value that the asset would have had if the write-down had not been made as a result of the impairment. The reversal of value is immediately recognised in the statement of profit or loss.

4.16. Statement of cash flow

The Statement of cash flow has been prepared applying the indirect method. The cash and cash equivalents included in the statement include the asset and liability balances of the item at the reference date. The foreign currency cash flows have been translated at the average exchange rate of the period. The revenue and expenses related to interest, dividends received and income tax are included in the financial flows generated by the operational management.

5. SEGMENT DISCLOSURES

Secondary scheme – Geographical segments

The Company operates exclusively in Italy, therefore no reclassification of the statement of profit or loss by geographical sector has been made.

Business segments

Since 2014, the Company has diversified its operations expanding into the training and consulting segments. Therefore, the Company operations, and related strategies, are built around two business lines:

venture capital operations;

other activities, including consulting and training.

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The following tables show the reclassified statement of profit or loss by segment of activity, as mentioned above:

Segment information Venture capital operations Other activities
(values expressed in KEuros) 31-Dec-15 31-Dec-14 31-Dec-15 31-Dec-14
Sundry revenue and earnings 77 1 190 57
Total 77 1 190 57
Segment information Venture capital operations Other activities
(values expressed in KEuros) 31-Dec-15 31-Dec-14 31-Dec-15 31-Dec-14
Other operating costs 761 613 92 52
Total 761 613 92 52
Segment information Venture capital operations Other activities
(values expressed in KEuros) 31-Dec-15 31-Dec-14 31-Dec-15 31-Dec-14
Wages and salaries 245 164 62 25
Social security contributions 73 32 13 6
Severance indemnity and other funds 18 9 0 0
Total 336 205 75 31
Segment information Venture capital operations Other activities
(values expressed in KEuros) 31-Dec-15 31-Dec-14 31-Dec-15 31-Dec-14
EBITDA -1,021 -817 23 -25
Total -1,021 -817 23 -25
Segment information Venture capital operations Other activities
(values expressed in KEuros) 31-Dec-15 31-Dec-14 31-Dec-15 31-Dec-14
Amortisations and appropriations 1 0 0 0
Total 1 0 0 0

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Segment information Venture capital operations Other activities
(values expressed in KEuros) 31-Dec-15 31-Dec-14 31-Dec-15 31-Dec-14
Write-offs of start-ups 85 286 0 0
Total 85 286 0 0
Segment information Venture capital operations Other activities
(values expressed in KEuros) 31-Dec-15 31-Dec-14 31-Dec-15 31-Dec-14
Financial/extraordinary management 4 28 0 0
Total 4 28 0 0
Segment information Venture capital operations Other activities
(values expressed in KEuros) 31-Dec-15 31-Dec-14 31-Dec-15 31-Dec-14
Net results before tax -1,103 -1,075 23 -25
Total -1,103 -1,075 23 -25

6. FINANCIAL RISK DISCLOSURES

The Company has put into place a system for monitoring the financial risks to which it is exposed. The policy provides for the periodical monitoring of the financial risks related to the Company's operations, for the early assessment of any potential negative effects and implementation of the necessary mitigation measures. Following is an analysis of the relevant risks, with the level of exposure and, in the case of rate-related risks, featuring a sensitivity analysis, for the purpose of measuring the potential impact on the final results of any hypothetical fluctuations of the reference parameters.

Credit risks

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A credit risk represents the Group's exposure to potential losses from the non-fulfilment of obligations by the relevant parties. The Group does not have a significant concentration of credit risks and has implemented procedures to minimise this risk exposure.

The maximum theoretical exposure to a credit risk for the Group is represented by the carrying value of the financial assets recorded in the financial statements and amounting to € 230 thousand (non-current financial assets + trade receivables).

Any positions that cannot be collected objectively, either in full or in part, are individually written down. Regarding the determination of the likely recoverable amount and amount of the write-downs, the estimated recoverable flows and forecasted collection date, as well as the charges and costs for future recoveries, are taken into account.

Operational criteria are also applied to quantify the existence of any (personal and real) guarantees and/or the existence of insolvency proceedings.

Within the context of its own operations, LVenture Group may grant loans to any part-owned companies, in connection with the implementation of any far-reaching business or financial projects. In this case the credit risk is extended to limited positions that are subject to constant monitoring.

The processes inherent in the granting of loans and their use, in the Company's field of operation, are defined by specific procedures. Currently, the mapping of the processes is being completed and the procedures are being redefined and implemented.

LVenture Group and its subsidiary carry out a (financial and commercial) credit analysis, on a regular basis and, in any event, at the closing date of the financial statements, with a view to determining the credits that feature objective evidence of a possible impairment. The value adjustments are recognised in the statement of profit or loss.

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The original value of the credit is restored in the subsequent years, insofar as the reasons, which determined the adjustment, are no longer present, provided that this valuation can be objectively linked to an event occurring after the adjustment. This reversal of value is recognised in the statement of profit or loss and under no circumstance may it exceed the amortised cost that the credit would otherwise have had, had there been no previous adjustment.

The entire amount of the loan granted on 31 December 2014 to the subsidiary Enlabs, totalling € 115 thousand, has been paid back.

Interest rate risk

At 31 December 2015, the Company has no fixed-rate financial instruments measured at fair value, nor any interest rate hedging derivatives.

The variable interest rate financial instruments, at 31 December 2015, include cash and cash equivalents and loans.

At 31 December 2015, a hypothetical variation of the interest rates for the variable interest rate instruments amounting to + 50 bps, with the other variables remaining constant, could determine an impact before tax of greater/lower financial charges on the current and non-current variable-rate financial liabilities lower than approx. € 1,700 per year. This risk is to be considered low.

Liquidity risks

A liquidity risk is represented by the possibility that the Company finds itself unable to meet its obligations, in cash or by delivery, whether expected or unexpected, due to a lack of financial resources, jeopardising its daily operations or financial situation.

The liquidity risk may arise from the difficulty in obtaining loans to support the operations of the Company, in a timely manner, and may manifest itself with the inability to raise the necessary financial resources, at economic conditions.

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31-Dec-15 31-Dec-14
10

The short and medium-term liquidity needs are monitored by the Management with a view to guaranteeing a timely access to financial resources or an adequate investment of cash assets. The two main factors, which determine the situation of liquidity of the Company, are, on the one hand, the resources generated or absorbed by the operating and the investment activities and, on the other, the debt lending period and its renewal features or the liquidity of the funds employed and market terms and conditions.

At 31 December 2015, the net financial position amounts to € 863 thousand, consisting of cash assets amounting to € 863 thousand. Regarding financial assets, the Company's policy is to keep all the available liquidity invested in demand bank deposits, without recourse to financial instruments, even on the currency market, at banks, carefully selected taking into account the level of remuneration of the deposits, but also based on their reliability. In 2015, the Company invested with a prime credit institution the sum of € 500 thousand in a 12-month secured deposit, this sum was released on 28 January 2016 and paid into the principal bank account of the Company.

Lastly, in order to support its future development, the parent company LVenture Group S.p.A. has structured with a primary credit institution, a loan transaction for a maximum amount of € 750 thousand. This transaction may be activated at any time. At 31 December 2015, no sum had yet been paid out.

Finally, with regard to the Capital Increased approved by the General Meeting on 2 February 2016, the reference shareholder LV.EN. Holding Srl undertook the binding commitment to subscribe to an amount of no less than € 900 thousand, of which € 700 thousand shall be paid to the Company, into the future capital increase account, no later than 31 March 2016.

Fair value disclosure

IFRS 13, issued by the international accounting standards setter for the purpose of improving fair value measurements or disclosures associated with financial instruments, has introduced the concept of "Fair Value Hierarchy" (FVH), featuring three different levels (Levels 1, 2 and 3), in decreasing order of observability of the inputs used to estimate the fair value.

The FVH provides for the alternative assignment of the following levels:

  • Level 1 inputs: are quoted prices in active markets for identical assets or liabilities (i.e. without changes or repackaging).
  • Level 2 inputs: are quoted active market prices for similar assets or liabilities or measured based on valuation methods where all significant inputs are based on parameters that can be observed on the market.
  • Level 3 inputs: are valuation methods where any significant input for the fair value measurement is based on unobservable market data.

The fair value of the "Available-for-sale securities and equity holdings", at 31 December 2015 (Note 9), can be classified as a Level 3 input. There are no other financial instruments valued at fair value. In the case of assets and liabilities valued at the amortised cost, given their nature, we may reasonably assume that the fair value does not depart significantly from the values of the financial statements.

7. TANGIBLE ASSETS

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Buildings, plant, machinery and other equipment 10 3
Total 10 3

The item "fixed assets tangibles" consists of hardware totalling € 9,756.

Following is the make-up of the item with the relevant movements in the year:

3 (values expressed in KEuros) Hardware IT
- historical cost

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(values expressed in KEuros) Hardware IT
- amortisation and write-down fund 0
Balance at 31 December 2014 3
Movements in 2015:
-
increases
9
- Decreases 0
-
amortisation and write-downs
-1
Total movements in 2015 8
- historical cost 12
- -amortisation and write-down fund -2
Net value at 31 December 2015 10

8. INTANGIBLE ASSETS

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Goodwill 67 67
Intangibles 0 6
Total 67 73

Impairment test pursuant to IAS 36 on the value of goodwill

The Goodwill item amounts to € 66,950 based on the Purchase Price Allocation (PPA), as a result of the merger through acquisition of LVenture S.r.l. (a single member company) by the Parent Company. The goodwill is related to the subsidiary EnLabs S.r.l.. The impairment test conducted pursuant to IAS 36 has highlighted no need for write-downs.

Regarding the value of goodwill, in particular, IAS 36 provides that, being an intangible asset with an indefinite useful life, it must not be amortised but subject to annual measurement of value. Since goodwill does not generate an independent cash flow, nor can it be transferred separately of the assets to which it has access, IAS 36 provides for the measurement of its recoverable amount as a residual, i.e. remaining, amount, determining the so-called cash-generating unit (CGU).

The analysis in question has been conducted based on the financial flows reflected in the 2016-2019 Business Plan of EnLabs (approved by the Board of Directors on 23 December 2015) and on the best available information.

The documents used in connection with the impairment test reflect the best estimates regarding the key assumptions based on business operations (macroeconomic trends, business development assumptions). The assumptions in question, and the corresponding financial highlights, have been deemed and considered suitable for the purpose of conducting the impairment test, by the Board of Directors of LVenture Group, which approved the results on 23 March 2016.

In this regard, IAS 36 defines the recoverable amount as the greater of the fair value of an asset or of a Cash-Generating Unit, minus the costs of disposal, or the value in use. The recoverable amount referred to in IAS 36 has been estimated with reference to the value in use, that is, the present value of future cash flows that the Parent Company expects from the asset itself, determined as better specified below.

Having said this, with regard to the determination of the CGU, it is specified that the value in use of the invested capital recorded in the consolidated financial statements at 31 December 2015 has been determined based on the following determinants:

  • cash flows derived from the 2016-2019 Business Plan of EnLabs;
  • the use of the before tax Unlevered Discounted Cash Flow method;
  • the determination of a "market based" discount rate, i.e. determination of the before tax WACC (Weighted Average Cost of Capital);

  • the exclusion, as required by IAS 36, of incoming or outgoing future cash flows, potentially deriving from future corporate restructuring, improvements or optimisation of the asset performance, except those linked to normal operating activities.

  • The WACC has been determined equal to 13.51% on the basis of the following assumptions:
  • calculating the mean "beta" (levered) parameter, found equal to 1.09, based on the figure of the parent company LVenture Group (source Bloomberg, monthly calculation frequency);
  • applying a free-risk interest rate of 1.46%, represented by the yield of the 10-year BTP, which, as such, includes the 'country risk' component; in this specific case, we have considered the average yields of the latest 3 month-end auctions, compared to the date of performance of the impairment (test), by reason of the highly volatile context of the rates of Italian treasury bonds: the use of the quarterly average has permitted to reduce the effects dictated by the said volatility;
  • applying a "market risk premium" of 7.55% on the basis of studies on the average yield differential of the stock markets, compared to the risk free rate (Damodaran 2016 update);
  • considering a borrowing cost before tax of 5.16%, the incidence of the debt trend has been assumed at 22%, based on the 2016-19 Business Plan;
  • the tax rate, applied to the determination of the WACC before tax, is equal to 32% and has been estimated on the basis of the currently foreseeable tax rate, taking into account a minimal portion of non-deductible costs, in a permanent capacity.

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The following paragraphs feature the outcome of the impairment tests performed, the figures are in KEuros:

CGU Goodwill Carrying value Total Value in use Excess
EnLabs 67 660 728 4,701 3,973

9. EQUITY HOLDINGS AND OTHER FINANCIAL ASSETS

(figures are in €) 31-Dec-15 31-Dec-14
Holdings in subsidiaries 660 660
Other equity holdings 6,343 3,407
Total 7,003 4,067

The item "Holdings in subsidiaries" includes the value of the subsidiary EnLabs Srl and is made up as follows:

(figures are in €) % interest at
31/12/15
Value at
31-Dec-14
Increases/
(Decreases)
Write-downs Fair Value
measurement
31-Dec-15
Enlabs 100.00% 660,534 0 0 0 660,534
Total 660,534 0 0 0 660,534

At the time of the merger, LVenture held 100% of Enlabs' stock. The value of the subsidiary at 1 January 2013 was measured by the expert as being equal to its Net Equity at 31 December 2012, increased by the capital contributions made by the Company, in 2013, to the subsidiary.

The item "Other equity holdings" is made up as follows:

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Seed (S) / % interest Write-ups /
(values expressed in KEuros) Proj. No
/year
Microseed
(MS) / SFP
FHV at 31-Dec-
2015
at 31-Dec-14
Value
Increases (Decreases) Write-downs Write-downs at
Fair Value
31-Dec-15
Value at
Interactive Project P 1 - 2011 S Lev. 3 15.87% 225 0 0 0 -69 156
Next Styler P 1 - 2011 S Lev. 3 14.03% 289 0 0 0 -238 52
Cocontest P 2 - 2012 S Lev. 3 13.79% 155 0 0 0 28 183
Pubster P 2 - 2012 S Lev. 3 8.63% 30 0 0 0 0 30
BaasBox P 3 - 2013 S Lev. 3 14.81% 272 0 0 0 -142 130
Gamepix P 3 - 2013 S Lev. 3 20.58% 272 200 0 0 0 472
Le Cicogne P 3 - 2013 S Lev. 3 17.22% 75 0 0 0 0 75
App.Eat.It - in liquidazione P 4 - 2013 S Lev. 3 0.00% 60 0 0 -60 0 0
Spotonway P 4 - 2013 S Lev. 3 12.42% 279 0 0 0 -3 276
Thingarage P 4 - 2013 S Lev. 3 10.31% 60 0 0 0 -30 30
wineOwine P 4 - 2013 S Lev. 3 15.64% 235 0 0 0 268 503
Snapback P 4 - 2013 S Lev. 3 8.75% 55 0 0 0 120 175
Filo P 5 - 2014 S Lev. 3 14.26% 60 100 0 0 125 285
Tiassisto24 P 5 - 2014 S Lev. 3 14.09% 60 75 0 0 55 190
Tutored P 5 - 2014 S Lev. 3 11.01% 30 150 0 0 150 330
Whoosnap P 5 - 2014 S Lev. 3 12.85% 30 130 0 0 161 321
Brave Potions P 6 - 2015 S Lev. 3 12.72% 0 95 0 0 0 95
Moovenda P 6 - 2015 S Lev. 3 14.14% 0 160 0 0 107 267
Nextwin P 6 - 2015 S Lev. 3 13.45% 0 110 0 0 58 168
Sync – Majeeko P 6 - 2015 S Lev. 3 14.24% 0 180 0 0 71 251
Verticomics P 6 - 2015 S Lev. 3 17.53% 0 160 0 0 0 160
Voverc P 6 - 2015 S Lev. 3 14.44% 0 135 0 0 82 217
KPI6.com P 7 - 2015 MS Lev. 3 10.31% 0 48 0 0 0 48
Lisari - Karaoke One P 7 - 2015 MS Lev. 3 8.42% 0 48 0 0 0 48
Qurami ID 2011 S Lev. 3 20.18% 452 0 0 0 0 452
Risparmio Super ID 2011 S Lev. 3 2.50% 127 0 0 0 0 127
Soundreef Ltd ID 2011 S Lev. 3 0.00% 136 0 -97 0 -39 0
Bulsara Advertising ID 2012 S Lev. 3 7.09% 52 0 0 0 0 53
Atooma ID 2012 S Lev. 3 13.49% 263 0 0 0 52 314
Soundreef Spa (formerly SR Italia) ID 2012 S Lev. 3 13.80% 1 347 0 0 89 437
Codemotion ID 2013 S Lev. 3 10.00% 60 0 0 0 0 60
Netlex ID 2014 S Lev. 3 3.27% 49 0 0 0 0 49
Drexcode srl ID 2014 S Lev. 3 8.02% 80 7 0 0 0 87
RB More srl (Re-Bello) ID 2015 S Lev. 3 14.00% 0 250 0 0 50 300
Total 3,407 2,195 -97 -60 898 6,343

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HERE.

2015 Financial Reports and Statements

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Regarding the valuation of the single start-ups at Fair Value Level 3, the following table shows the parameters applied:

in KEurosa METHOD Latest capital
increase
Minority interests % interest at 31-
Dec-2015
Valuation of 100% of
the start-up
Cumulative
investment
at 31-Dec-15
Fair value reserve 31-Dec-15
Value at
Atooma Market 10/03/14 yes 13.49% 2,330 111 204 314
Brave Potions Market 14/07/15 yes 12.72% 747 95 0 95
Cocontest Market 31/03/15 yes 13.79% 1,325 106 77 183
Drexcode srl Market 11/11/15 yes 8.02% 1,085 87 0 87
Filo Market 30/09/15 yes 14.26% 2,000 160 125 285
Gamepix Market 31/10/15 yes 20.58% 1,420 310 162 472
Moovenda Market 14/07/15 yes 14.14% 1,885 160 107 267
Nextwin Market 29/07/15 yes 13.45% 1,250 110 58 168
Qurami Market 24/11/14 yes 20.18% 2,240 446 7 452
RB More srl (Re-Bello) Market 30/11/15 yes 14.00% 2,143 250 50 300
Snapback Market 09/09/15 yes 8.75% 2,000 55 120 175
Soundreef Spa (formerly SR Italia) Market 20/11/15 yes 13.80% 3,167 348 89 437
Spotonway Market 09/12/15 yes 12.42% 2,225 160 116 276
Sync - Majeeko Market 15/07/15 yes 14.24% 1,765 180 71 251
Tiassisto24 Market 31/12/15 yes 14.09% 1,350 135 55 190
Tutored Market 30/11/15 yes 11.01% 3,000 180 150 330
Verticomics Market 14/07/15 yes 17.53% 913 160 0 160
Voverc Market 15/07/15 yes 14.44% 1,505 135 82 217
Whoosnap Market 21/12/15 yes 12.85% 2,500 160 161 321
wineOwine Market 23/12/15 yes 15.64% 3,218 150 353 503
Codemotion Prev. FV n.a. n.a. 10.00% 600 60 0 60
Netlex Prev. FV 31/03/14 yes 3.27% 1,500 49 0 49
Risparmio Super Prev. FV 25/09/14 yes 2.50% 5,075 100 27 127
BaasBox Cost n.a. n.a. 14.81% 878 130 0 130
Bulsara Advertising Cost n.a. n.a. 7.09% 740 53 0 53
Interactive Project Cost n.a. n.a. 15.87% 981 156 0 156
KPI6.com Cost n.a. n.a. 10.31% 466 48 0 48
Le Cicogne Cost n.a. n.a. 17.22% 434 75 0 75
Lisari - Karaoke One Cost n.a. n.a. 8.42% 570 48 0 48
Next Styler Cost n.a. n.a. 14.03% 500 312 -261 52
Pubster Cost n.a. n.a. 8.63% 353 31 0 30
Thingarage Cost n.a. n.a. 10.31% 291 60 -30 30
50,455 4,617 1,725 6,343

EXPLANATORY NOTES TO THE FINANCIAL STATEMENTS

THE TEXT THAT YOU WANT TO APPEAR HERE.

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*7!EL!C4A4G943!FK15, the Fair Value totalled € 6,ESE!706>28:<M

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  • 8M in the presence of a significant capital increase (entirely subscribed to and paid up), or other transaction involving the capital of the start -up and featuring a considerable minority interest, the so called "post -money" measurement is used as an indicator of the start -up 's market value; e.
  • 9M in the presence of a share capital increase, or other transaction involving the capital of the start -up, not entirely perfected or in tranches, featuring a minority interest without compliance with the preceding clauses referred to in paragraph a) above, the so -called "pre -money" measurement is used for the transaction, increased by the cash flow contributed at the cut -off date, as an indicator of the start -up 's market value; f.
  • AM if no capital transactions have been carried out in the last 12 months, and there are no negative performance indicators, the previous valuation is maintained; g.
  • <M in the preceding case, and in the presence of negative performance indicators, the value of the start up is measured at cost, or below cost, depending on the likelihood of the Company recovering the investment. h.

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  • 8M 1:! 704! 53424:A4! 6@! 8! A85178;! 1:A34824! Q4:7134;?! 2>92A3194<! 8:<! 583718;;?! 581<! >5D! 2>9T4A7! 76! ! 704! 69;1=8716:! 76! 58?d! @487>31:=!G1:6317?! 1:B427632D! 704! 26 Pcalled "post Pmoney" measurement may be >24<!82!8!G83O47!1:<1A8763!6@!704!27837 Pup's value; e.
  • 9M 1:!704!53424:A4!6@!8!20834!A85178;!1:A34824D!63!67043!738:28A716: 1:B6;B1:=!704!A85178;!6@!704!27837 P>5D! :67!4:7134;?!543@4A74<!63!1:!738:A042D!63!67043!27837 P>5!A85178;!738:28A716:!Q8;26!1:A;><1:=!704!122>4!6@! A6:B43719;4! @1:8:A18;!<497!1:273>G4:72dD! @487>31:=!8!G1:6317?!1:743427!N1706>7!A6G5;18:A4!N170! 704! 534A4<1:=!A;8>242D!704!26 Pcalled "pre Pmoney" measurement is used for the transaction, increased by 704!A820!@;6N!A6:7319>74<!87!704!A>7 P6@@!<874D!82!8:!1:<1A8763!6@!704!27837 Pup's market value; f.
  • AM 1@!:6!A85178;! 738:28A716:2!08B4!944:!A83314<!6>7!1:! 704!;827!LF!G6:702D! 8:<! 70434!834!:6!:4=871B4! 543@63G8:A4!1:<1A87632D!704!534B16>2!B8;>8716:!12!G81:781:4<i g.
  • <M 1:!704!534A4<1:=!A824D!8:<!1:!704!53424:A4!6@!:4=871B4!543@63G8:A4!1:<1A87632D!704!B8;>4!6@!704!27837 P >5!12!G482>34<!87!A627D!63!94;6N!A627D!<454:<1:=!6:!704!;1O4;1066<!6@!704!)6G58:?!34A6B431:=!704! 1:B427G4:7M h.

*7!EL December 2015, the API was € 7,JJ_!706>28:<M

APPEAR HERE.

2015 Financial Reports and Statements

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The following table shows the API valuation of the Portfolio at 31 December 2015, first year of application (no comparative data is provided)::
In KEuros METHOD Latest capital increase Minority interest % interest at 31-Dec-
2015
Valuation for 100% of
the start-up
API value at
31-Dec-15
Atooma Market 10/03/14 yes 13.49% 2,435 328
Brave Potions Market 14/07/15 yes 12.72% 1,055 134
Cocontest Market 31/03/15 yes 13.79% 1,905 263
Drexcode srl Market 11/11/15 yes 8.02% 1,807 145
Filo Market 30/09/15 yes 14.26% 2,000 285
Gamepix Market 31/10/15 yes 20.58% 8,900 1,832
Moovenda Market 14/07/15 yes 14.14% 1,885 267
Nextwin Market 29/07/15 yes 13.45% 1,250 168
Qurami Market 24/11/14 yes 20.18% 2,390 482
RB More srl (Re-Bello) Market 30/11/15 yes 14.00% 2,143 300
Snapback Market 09/09/15 yes 8.75% 2,000 175
Soundreef Spa (formerly SR Italia) Market 20/11/15 yes 13.80% 3,167 437
Spotonway Market 09/12/15 yes 12.42% 2,225 276
Sync – Majeeko Market 15/07/15 yes 14.24% 1,765 251
Tiassisto24 Market 31/12/15 yes 14.09% 1,350 190
Tutored Market 30/11/15 yes 11.01% 3,000 330
Verticomics Market 14/07/15 yes 17.53% 1,345 236
Voverc Market 15/07/15 yes 14.44% 1,505 217
Whoosnap Market 21/12/15 yes 12.85% 2,500 321
wineOwine Market 23/12/15 yes 15.64% 3,218 503
Codemotion Prev. FV n.a. n.a. 10.00% 600 60
Netlex Prev. FV 31/03/14 yes 3.27% 1,500 49
Risparmio Super Prev. FV 25/09/14 yes 2.50% 5,075 127
BaasBox Cost n.a. n.a. 14.81% 878 130
Bulsara Advertising Cost n.a. n.a. 7.09% 740 53
Interactive Project Cost n.a. n.a. 15.87% 981 156
KPI6.com Cost n.a. n.a. 10.31% 466 48
Le Cicogne Cost n.a. n.a. 17.22% 434 75
Lisari - Karaoke One Cost n.a. n.a. 8.42% 570 48
Next Styler Cost n.a. n.a. 14.03% 500 52
Pubster Cost n.a. n.a. 8.63% 353 30
Thingarage Cost n.a. n.a. 10.31% 291 30
60,233 7,998

EXPLANATORY NOTES TO THE FINANCIAL STATEMENTS

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2015 Financial Reports and Statements

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Following is a description of the start-up capital transactions in 2015:

S
T
N
E
M
E
T
A
T
S
L
A
CI
N
A
N
E FI
H
T
O
T
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Transactions transaction
Type of
2015 period Origin commitments in €
Year's
disbursed in €
Amounts
% at 31 Dec 2015 commitments in €
Unconditional
commitments in €
Conditional
Portfolio start-ups
Cap. Incr. Mar/Jul 5 PA 100,000 100,000
Tutored Cap. Incr. Jul 5 PA 50,000 50,000 11.01%
Filo Cap. Incr. Apr 5 PA 100,000 100,000 14.26%
TiAssisto24 Cap. Incr. Jun 5 PA 75,000 75,000 14.09%
Cap. Incr. Mar 101 101
SpotOnWay Conv. loans by members Aug 4 PA 20,000 20,000 12.42%
Repayment of conv. loans by
members
Dec -20,000 -20,000
GamePix Cap. Incr. Jul/Oct 3PA 200,000 200,000 20.58%
Soundreef SpA (formerly Cap. Incr. Nov Seed 250,000 250,000 13.80%
SR Italia) Contribution of quotas by
Soundreef Ltd
Nov Seed 96,896 96,896
Soundreef Ltd Contribution of quotas to
Soundreef SpA
Nov Seed -96,896 -96,896 -
Cap. Incr. Nov 7,000 7,000
Drexcode Convertible Nov Seed 63,000 63,000 8.02%
CoContest Inc Convertible Sep 2 PA 62,400 62,400 -
wineOwine Cap. Incr. Dec 4 PA 100,000 - 15.64% 50,000 50,000
Zenfeed Call Nov 4 PA - - -
App Eat It Write Off Aug 4 PA - - -
TOTAL PORTFOLIO START-UPS 1,007,501 907,501 50,000 50,000
New start-ups
Call Option Feb 5 PA 30,000 30,000 12.85%
Whoosnap Cap. Incr. Jun 100,000 100,000

2015 Financial Reports and Statements

This report has been translated into the English language solely for the convenience of international readers - Page 102

BravePotions Moovenda Nextwin Sync Verticomics
Transactions
transaction
Type of
Acceleration Cap. Incr. Acceleration Cap. Incr. Acceleration Cap. Incr. Acceleration Cap. Incr. Acceleration Cap. Incr.
2015 period Feb/Jun Jul Feb/Jun Jul Feb/Jun Jul Feb/Jun Jul Feb/Jun Jul
Origin 6 PA 6 PA 6 PA 6 PA 6 PA
commitments in €
Year's
45,000 50,000 60,000 100,000 60,000 50,000 30,000 150,000 60,000 100,000
disbursed in €
Amounts
45,000 50,000 60,000 100,000 60,000 50,000 30,000 150,000 60,000 100,000
% at 31 Dec 2015 12.72% 14.14% 13.45% 14.24% 17.53%
commitments in €
Unconditional
commitments in €
Conditional

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Voverc Acceleration Feb/Jun 6 PA 60,000 60,000 14.44%
Cap. Incr. Jul 75,000 75,000
Karaoke 1 Acceleration Aug/Dec 7 PA 60,000 48,000 8.42% 12,000
KPI6 Acceleration Aug/Dec 7 PA 60,000 48,000 10.31% 12,000
Rebello Cap. Incr. Feb/Nov Seed 250,000 250,000 14.00%
TOTAL NEW START-UPS 1,340,000 1,316,000 24,000
TOTAL INVESTMENTS IN START-UPS 2,347,501 2,223,501 50,000 74,000
Accelerator Club transactions
Club Acceleratori Cap. Incr, 215,200 - - 215,200
GRAND TOTAL 2,562,701 2,223,501 50,000 289,200
339,200

2015 Financial Reports and Statements

This report has been translated into the English language solely for the convenience of international readers - Page 103

The following table shows the level of investments in the Portfolio start-ups by the members of the Board of Directors of LVenture Group S.p.A.:

Director Transaction approved
by the CPCCR
% stake
at 31-Dec-2015
BravePotions Valerio Caracciolo (Director) no 1.41%
CoContest Stefano Pighini (Chairperson) no 2.36%
CoContest Valerio Caracciolo (Director) no 2.36%
Interactive Project Stefano Pighini (Chairperson) no 0.89%
Moovenda Valerio Caracciolo (Director) no 1.06%
Netlex Roberto Magnifico (Director) si 21.73%
Netlex Valerio Caracciolo (Director) no 1.00%
NextStyler Stefano Pighini (Chairperson) no 2.07%
Verticomics Valerio Caracciolo (Director) no 1.12%

10. NON-CURRENT FINANCIAL ASSETS

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Non-current financial assets 302 315
Total 302 315

The item Non-current financial assets includes receivables from ZMV totalling € 175 thousand, for indirectly part-owned companies, as shown below:

The part-owned companies indirectly held through ZMV are:

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(values expressed in KEuros) Seed (S) /
Microseed (MS)
% interest
at
31-Dec-15
Investment at
31-Dec-15
Apps Builder S 1.34% 25
Risparmio Super S 7.27% 150
Total 175

The Company has stipulated call option arrangements in the investment contracts entered into with the startups, according to which it may decide to invest at a discount in the subsequent capital increases of the startups. These options are not currently appreciated in the Financial Statements since no fair value may be determined in a sufficiently reliable manner.

The item Non-current financial assets includes investments in start-ups, in the form of Financial Participation Instruments. The following table details the items and their movements in the year:

in KEuros Value at
31-Dec-14
Increases (Decreases) Write
downs
Write-ups /
Write-downs
at Fair Value
Value at
31-Dec-15
Cocontest Inc 0 62 0 0 2 64
Spotonway 0 20 -20 0 0 0
Zenfeed - in liquidazione 25 0 -25 -25 0 0
Drexcode srl 0 63 0 0 0 63
Total 25 145 -45 -25 2 127

The fair value measurement is carried out in a manner similar to that applied to the portfolio start-ups.

11. DEFERRED TAX ASSETS

2015 Financial Reports and Statements

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31-Dec-15 31-Dec-14

Article 23(9) of D.L. 98/11, converted into Law 111/11, by amending art. 84 of the TUIR, has introduced significant changes to the system of taxation of corporate losses, in connection with the calculation of corporate income tax (IRES). Corporations may carry forward the tax loss incurred in a certain period without any time limitations, to decrease the taxable income recorded in the following years, not exceeding 80% of the taxable income for each year and for the entire amount of the loss it contains (see art. 84(1) of the TUIR).

The Company's tax losses have not been recorded in the deferred tax assets because – with regard to the deferred tax assets – at present, the conditions required by the accounting standards for recording the future tax benefit do not exist. The following table shows the tax losses carried forward:

(values expressed in KEuros) Tax losses
Tax losses relating to 2006 479
Tax losses relating to 2007 918
Tax losses relating to 2008 978
Tax losses relating to 2009 803
Tax losses relating to 2010 384
Tax losses relating to 2011 278
Tax losses relating to 2012 325
Tax losses relating to 2013 706
Tax losses relating to 2014 804
Tax losses relating to 20159 980
Total 6,654

12. TRADE RECEIVABLES

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Trade receivables 55 5
Total 55 5
  • € 20 thousand for receivables from FIRE Spa, which is prudentially covered by appropriations made to the bad debts fund for an equal amount. The receivables originally arose in connection with the agreement entered into with FIRE Spa, as a contribution towards the costs incurred in connection with the extension of the closing date, from 31 July to 30 September 2011, in accordance with the agreement between ILM Spa (in liquidation) and Fire Spa. The Company has initiated the steps for recovering the receivables following the liquidation of Fire Spa;
  • € 55 thousand for receivables from customers falling due within the first 3 months of 2016.

13. OTHER RECEIVABLES AND CURRENT ASSETS

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Other current receivables 66 98
Total 66 98

Other receivables and current assets at 31 December 2015 total € 66 thousand and include:

  • € 3 thousand: caution deposit paid by Enlabs Srl at the conclusion of the co-working contract;
  • € 2 thousand: tax credits on tax withheld on interest receivable;
  • € 61 thousand: tax credits setting off the VAT for 2015.

14. CASH AND CASH EQUIVALENTS

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Cash 0 0

9 The tax loss for 2015 reflects the estimate made in connection with the preparation of the financial statements, which amount will be either confirmed or adjusted when filing the Unico 2016 return.

EXPLANATORY NOTES TO THE FINANCIAL STATEMENTS

2015 Financial Reports and Statements

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(values expressed in KEuros) 31-Dec-15 31-Dec-14
Sight deposits 363 3.997
Short-term highly liquid investments 500 0
Total 863 3,997

Cash at 31 December 2015 totals € 230. Sight deposits are deposited at Banca Popolare di Sondrio. The item Short-term highly liquid investments features the balance of the 12-month time deposit at Banca Mediolanum, expiring on 28 January 2016.

15. NET EQUITY

The following table shows the items making up the net equity. Reference should be made to the table of net equity movements for details of the changes in the year.

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Share capital 6,425 6,425
Share premium reserve 1,111 2,274
Legal reserve 0 0
Other reserves – Value adj. Of equity holdings at fair value 1,725 828
Other reserves and results carried forward 0 -62
Net result of the year -1,079 -1,100
Total 8,182 8,365

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(values expressed in KEuros) Increases at Decreases at
Description 31.12.2012 31.12.2013 31.12.2014 31.12.2015 31.12.2013 31.12.2014 31.12.2015 31.12.2015
Capital 120 3,834 2,471 0 0 0 0 6,425
Share premium
reserve
0 897 2,274 0 -535 -1,525 0 1,111
Revaluation
reserves
0 0 0 0 0 0 0 0
Legal reserve 0 0 0 0 0 0 0 0
Statutory reserves 0 0 0 0 0 0 0 0
Fair value reserve 0 354 474 898 0 0 0 1,725
Other reserves 0 0 0 0 0 0 0 0
Capital reduction
reserve
-124 0 0 0 124 0 0 0
Profit (loss) carried
forward
0 0 0 0 0 0 0 0
Profit (loss) of the
year
0 -836 -1,100 -1,079 411 1,525 0 -1,079
Total -4 4,250 4,119 -182 0 0 0 8,182

15.1. Classification of the reserves

Nature / Description
(values expressed in KEuros)
Amount Possibility of
use (*)
Available
portion
Use in the 3
prev. years
for covering
losses
Use in the 3
prev. Years
for other
reasons
Capital 6,425 6,425 -3,834 0
Share premium reserve 1,111 A, B, C 32 0 0
Legal reserve 0 B 0 0 0
Fair value reserve 1,725 0 0 0
Other reserves 0 A, B, C 0 0 0
Total 9,262 6,457 -3,834 0
Non-distributable portion 1,079
Remaining distributable portion 8,182

(*) A: for share capital increase; B: for covering losses; C: for distribution to shareholders.

2015 Financial Reports and Statements

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15.2. Share capital

The capital is made up as follows:

Shares/Quotas 31-Dec-2015
Number
31-Dec-2014
Number
Nominal value
Ordinary 17,711,120 17,711,120 none
Preference 0 0 -
Savings 0 0 -
Quotas 0 0 -
Total 17,711,120 17,711,120

Regarding the net equity movements in 2013-2015, reference should be made to the table of net equity changes, while for subsequent share capital increase events see note 30.

At the date of preparation of these financial statements, the Company did not hold any shares of the Company itself or of the subsidiary.

15.3. Share premium reserve

The following table shows the movements relating to the Share premium reserve:

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Opening balance 2,274 773
Capital account contributions by shareholders 0 2,274
Cover of losses -1,163 -773
Total 1,111 2,274

In 2015, the Share premium reserve was interested only by a decrease for covering the losses recorded in 2014, as resolved by the General Meeting on 29 April 2015.

15.4. Extraordinary and other reserves

The item Extraordinary and other reserves includes the Fair Value reserve, the movements of which are shown in the following table:

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Opening balance 828 354
Fair value measurement 898 364
Sale/liquidation of equity holdings 0 110
Total 1,726 828

16. TRADE PAYABLES

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Trade payables 165 177
Total 165 177

Trade payables include invoices received, not yet received or accrued, as follows:

31-Dec-15 31-Dec-14
9 10
0 1
12 3
2 12
32 13
93 60
17 78

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(values expressed in KEuros) 31-Dec-15 31-Dec-14
Total 165 177

Payables are measured at their nominal value and all fall due within the first quarter of 2015.

17. OTHER CURRENT PAYABLES AND LIABILITIES

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Other current payables and liabilities 19 18
Total 19 18

The Other current payables and liabilities at 31 December 2015 consist of payables to social security and accident prevention agencies paid at January 2016. Sundry payables are broken down as follows:

(values expressed in KEuros) 31-Dec-15 31-Dec-14
Payables to Inps 19 18
Payables to Inail 0 0
Total 19 18

18. NET SALES

(values expressed in KEuros) 31-Dec-15 31-Dec-14 Change
Revenue from consulting 60 0 60
Revenue from external networking 67 0 67
Revenue from training 136 58 78
Other revenue 4 0 4
Total 267 58 209

Revenues consist of revenues from training for € 136 thousand, revenues from networking fees for third-party fundraising for € 67 thousand, revenue from consulting and external companies for € 60 thousand and other revenues for € 4 thousand.

19. STAFF COSTS

(values expressed in KEuros) 31-Dec-15 31-Dec-14 Change
Wages and salaries 307 188 119
Social security contributions 86 38 48
Severance indemnity and other funds 18 9 9
Total 411 235 176

In 2015, the Company enlarged its organisation by hiring staff and entering into temporary project agreements.

20. OTHER OPERATING COSTS

(values expressed in KEuros) 31-Dec-15 31-Dec-14 Change
Other operating costs 853 665 188
Total 853 665 188

The following table shows the breakdown of service costs:

(values expressed in KEuros) 31-Dec-15 31-Dec-14 Change
Board of Statutory Auditors 32 36 -4
Directors' remuneration 106 60 46
Appointed executive 9 38 -29
Investor Relator 46 15 31
Professional consulting 209 128 81
Legal consulting 78 114 -36

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(values expressed in KEuros) 31-Dec-15 31-Dec-14 Change
Notarial fees 6 8 -2
Stock exchange listing services 51 59 -8
Independent auditing firm 18 23 -5
Rents 37 28 9
Stationery and printouts 15 14 1
Other management costs 244 142 102
Total 853 665 186

Organisation costs have been constant, proportionally to the growth of the Company in 2015.

The higher expenses recorded in the Other management costs are:

  • advertising costs for € 31 thousand, primarily in connection with advertising campaigns on the social networks and other mandatory advertisements on daily newspapers;
  • sponsorships for € 28 thousand;
  • legal fees for organised network events for € 15 thousand;
  • insurance costs for € 12 thousand.

21. WRITE-DOWNS AND AMORTISATIONS

(values expressed in KEuros) 31-Dec-15 31-Dec-14 Change
Provisions and write-downs 0 0 0
Amortisation 1 0 1
Total 1 0 1

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The Amortisation item refers to the personal computers purchased.

22. VALUE ADJUSTMENTS OF EQUITY HOLDINGS

(values expressed in KEuros) 31-Dec-15 31-Dec-14 Change
Write-offs on start-up 85 286 -201
Total 85 286 -201

The item value adjustments of equity holdings includes the write-off totalling € 60 thousand, relating to App.Eat.It, following the company's inclusion in the winding up procedure, and € 25 for the call option waiver by SFP with regard to Zenfeed.

23. FINANCIAL AND OTHER INCOME (EXPENSES)

(values expressed in KEuros) 31-Dec-15 31-Dec-14 Change
Financial income 11 25 -14
Financial expenses -2 0 -2
Other income 13 8 5
Other expenses -18 -4 -14
Total 4 29 -25

The items "Financial income" and "Financial expenses" refer exclusively to bank account operations. "Other income" and "Other expenses" refer to non-contingent assets and liabilities relating to previous years.

24. INCOME TAX

(values expressed in KEuros) 31-Dec-15 31-Dec-14 Change
Income tax 0 0 0
Total 0 0 0

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The Company has negative taxable amounts with regard to both IRES (corporate income tax) and IRAP (regional tax on production activities), as follows:

(values expressed in KEuros) 31-Dec-15 31-Dec-14 Change
Current tax: 0 0 0
IRES 0 0 0
IRAP 0 0 0
Substitute tax 0 0 0
Deferred tax liabilities (assets): 0 0 0
IRES 0 0 0
IRAP 0 0 0
Substitute tax 0 0 0

24.1. Reconciliation between the taxation recorded in the financial statements and the theoretical tax charge (IRES)

The following table shows the reconciliation between the taxation recorded in the financial statements and the theoretical tax charge:

Description
(values expressed in KEuros) Value Tax
Result before tax -1,079 -297
Theoretical tax charge (%) 27.50%
Temporary differences taxable in the following years 0 0
Temporary differences deductible in the following years 0 0
Reversal of temporary differences from previous years 0 0
Differences that will not be carried over to subsequent years: 0 0
Non-deductible charges 99 27
Taxable amount -980
Reversal of temporary differences from previous years -270
Current tax on the operating income 24.97%

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24.2. Determination of the IRAP amount

Description Value Tax
(values expressed in KEuros)
Difference between production value and costs -1,079
Costs not recognised for IRAP purposes 518
Income not recognised for IRAP purposes -21
Theoretical tax burden (%) 4.82%
Temporary difference deductible in the following years 0 0
Taxable amount for IRAP purposes -582
Deduction for employees 149
Current IRAP for the year N/A
Actual tax burden (%) N/A

24.3. Deferred tax assets/liabilities

Deferred tax assets are recognised because there is a reasonable certainty of their existence, in the years to which the deductible temporary differences will be carried over, in relation to a taxable income no lower than the amount of the differences that are to be written off.

25. DISCLOSURE OBLIGATIONS PURSUANT TO ART. 114(5) OF LEGISLATIVE DECREE 58/98

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With a letter dated 12 July 2013, Consob notified the Company that, pursuant to the aforementioned law, instead of the monthly information requirements laid down in the note of 27 June 2012, the latter was required to integrate the interim summaries of operations, the annual and half-yearly financial reports (starting from the half-yearly financial report of 30 June 2013) and the press releases regarding the approval of these accounting documents, by providing the following disclosures:

  • a) the net financial position of the Company, highlighting the short-term components separately from the medium-long term components;
  • b) the expired debt positions of the Company, broken down by nature (financial, trade, tax and welfare), and any related initiative of reaction by the creditors of the Group (reminders, injunctions suspensions of the supply, etc.);
  • c) the transactions with the Related Parties of this Company;
  • d) any failure to comply with covenants, negative pledges and any other indebtedness clause of the Company entailing limits to the use of the financial resources, with updated indication of the level of compliance with these clauses;
  • e) the state of implementation of any business and financial plans, highlighting differences in the final data with respect to the anticipated figures.

As regards the disclosures required by Consob, the net financial position of the Company, highlighting the short term components separately from the medium-long term ones.

25.1. Net financial position of the Company

(values expressed in KEuros) 31-Dec-15 31-Dec-14
A Cash 0 0
B Other liquid assets 863 3,997
C. Securities held for trading 0 0
D Liquidity (A + B + C) 863 3,997
E Other current financial assets 0 0
F Current bank payables 0 0
G Current portion of the non-current indebtedness 0 0
H Other current financial payables 0 0
I Current financial indebtedness (F + G + H) 0 0
J Net current financial indebtedness (D + E + I) 863 3,997
K.1 Other non-current financial receivables 0 0
K.2 Non-current bank payables 0 0
L Bonds issued 0 0
M Other non-current payables 0 0
N Non-current financial indebtedness (K.1 + K.2 + L + M) 0 0
O Net financial indebtedness (J + N) 863 3,997

25.2. Expired debt positions of the Group broken down by nature

The table below shows a list of the expired debt positions of the Company, broken down by nature (trade, financial, tax and welfare) and any related reaction initiatives by creditors of the Group (reminders, orders, suspensions of supply etc.).

(values expressed in KEuros) Total
Payables 116
Of which expired 15
Financial 0
Tax 0
Social security 0
Employees for remunerations 0

EXPLANATORY NOTES TO THE FINANCIAL STATEMENTS

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(values expressed in KEuros) Total
Trade payables 15
Accrued liabilities 0

At the date of preparation of the financial statements, the Group had recorded no covenants, negative pledges and other debt clauses entailing limits to the use of financial resources.

25.3. Transactions with related parties

Transactions with related parties are described in Note 29.

25.4. Group covenants, negative pledges and other debt clauses entailing limits to the use of financial resources

At the date of preparation of the financial statements, the Company had recorded no covenants, negative pledges and other debt clauses entailing limits to the use of financial resource.

  • 25.5. Progress in the implementation of any business and financial plans, highlighting any discrepancies between the forecasts and the actual figures
  • On 18 March 2015, the Board of Directors examined and approved the 2015-2018 Business Plan.

The Group's Strategic Project for 2015-18 was based on the following guidelines:

  • investing in more promising, and possibly innovative, Internet and new media start-ups, selected through the Deal Flow, and support them with the Acceleration Programme in the growth and development phase, for the purpose of maximising the Exit values;
  • promoting the internationalisation of the Group, with a view to emphasizing the start-up activities and enhancing their valorisation;
  • extending the Ecosystem to maximise support to the start-ups;
  • increasing the spaces, to enable more and more start-ups to benefit from operating inside the Accelerator and the Ecosystem;
  • increasing the business lines of the Group, to enhance the stabilisation and diversification of ordinary revenues, in particular, by organising innovation programmes for the Corporates.

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The key project actions include:

  • endowing the Company with sufficient capital to finance the investments in the start-ups;
  • extending the premises of the Accelerator to host a growing number of start-ups;
  • developing the business area of consulting and training services to businesses (other than start-ups) and individuals, as complementary activities to those formerly carried out by the Group;
  • completing the reorganisation of the Group, also in terms of its human resources, to enable it to handle a larger volume of investments than is currently the case.

At 31 December 2015, the Company recorded a net loss of € 1,079 thousand, € 337 thousand higher than the forecasted value. The key differences concerned revenues from unrealised Exits, compared to the budget, for € 634 thousand, partially set off by lower Write-offs (€ 85 thousand compared to € 535 thousand); while the earnings margin dropped by € 185 thousand (from € -708 thousand in the budget to the actual figure of € – 998 thousand), due to a reduction of the forecasted revenues.

In particular, the lower revenues amounted to € 616 thousand, made up as follows: (a) reduced acceleration services totalling approx. € 65 thousand (8 start-up vs 12 forecasted in the budget), (b) lower acceleration revenues on behalf of third parties, for approx. € 131 thousand, (c) lower revenues from consulting services for approx. € 323 thousand (due to two major negotiations falling through), and, last but not least, (d) lower revenues from the DoLab business line for approx. € 97 thousand.

In 2015, the Company managed to cut costs, compared to the budget, by approx. € 183 thousand.

Based on the statement of financial position data, the Company's investments in start-ups is substantially consistent with the budget, while investments by third parties in the Company start-ups exceeded the forecasted amounts by about 20%. This excess amount indicates a high degree of trust by third parties towards the Company and its capacity to held start-ups become successful.

Finally, cash and cash equivalents have dropped due to the postponement of the € 1.5 million Capital Increase provided in the Business Plan for the 2nd quarter of 2015, partially set off by lower investments in assets for € 350 thousand, due to the failed expansion of the office premises assumed in 2015.

26. COMMITMENTS AND GUARANTEES

Following is an overview of the Company's commitments and guarantees:

(values expressed in KEuros) Type of commitment/guarantee 31-Dec-15
Club Acceleratori Contributions to the investment vehicle 215
KPI6.com Contribution to the start-up 12
Karaoke One (Lisari srl) Contribution to the start-up 12
Wineowine Contribution to the start-up 50
Checkmoov Contribution to the start-up 32
Bemyguru Contribution to the start-up 32
Oregano Contribution to the start-up 34
Fairbooks Contribution to the start-up 32
Total 419

27. SIGNIFICANT NON-RECURRING EVENTS AND TRANSACTIONS

Pursuant to the Consob Communication of 28 July 2006 no. DEM/6064293, there have been no significant non-recurring transactions by the Company in 2015.

28. TRANSACTIONS RELATING TO ATYPICAL AND/OR UNUSUAL OPERATIONS

Pursuant to the Consob Communication of 28 July 2006 no. DEM/6064293, in 2015 the Company did not perform any atypical and/or unusual transactions, within the meaning of the said Communication

29. TRANSACTIONS WITH RELATED PARTIES

Transactions with related parties by the Company were carried out in accordance with the Procedure for transactions with related parties adopted by the Board of Directors of LVenture Group S.p.A., implementing the Regulation for transactions with related parties adopted by the CONSOB on 12 March 2010 (resolution no. 17221, as amended).

The Company's transactions with related parties are subject to a preliminary investigation, which contemplates, inter alia:

  • i) the disclosure of relevant information to the Control and Risks and Transactions with Related Parties Committee, made up exclusively of independent directors, who may request the assistance of independent experts;
  • ii) the issuing of an opinion (binding or non-binding, as the case may be) before the transaction is approved by the Board of Directors.

All the transactions - carried out within the framework of the Company's ordinary business activities - were in its exclusive interest, applying arm's length conditions.

29.1. Key transactions completed in the period

In 2015, no transactions with related parties were completed other than those specified below.

EXPLANATORY NOTES TO THE FINANCIAL STATEMENTS

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29.2. Transactions with related parties under way at 31 December 2015

In 2015, LVenture Group continued transactions with related parties (directors and the Subsidiary), already under way since the previous year. The transactions primarily concerned the leasing of office premises.

29.3. Commercial transactions with related parties - Revenues

There were no transactions in 2015 generating revenues.

29.4. Commercial transactions with related parties – Expenses

There were no transactions in 2015 generating expenses.

29.5. Commercial transactions with related parties – Receivables and Payables

There were no transactions in 2015 generating receivables or payables.

29.6. Financial transactions with related parties – Investments

There were no significant operations in 2015.

In consideration of the non-significant nature of the transactions with related parties, there was no separate financial reporting in pursuance of the CONSOB resolution no. 15519 of 27 July 2006. The transactions between the Group companies included in the consolidation area have eliminated from the consolidated financial statements, as a result of which they are not highlighted in these notes.

29.7. Remuneration of Directors and Auditors

The following table shows all and any remuneration accrued, in 2015, to each director and auditor and to the independent auditor of the Company's accounts pursuant to the law (art. 2427(1)(16) and (16bis) of the Italian Civil Code), including any additional charges or VAT.

NAME Position Term of
office
from / to
Term of
office
ends at
Fixed
remuneration
Committee
memberships
Board of Directors
Stefano Pighini Chairperson del
Board of
01.01.2015 Financial
statements
at
(a) 5,333 0
Directors 31.12.2015 31.12.2015 (c) 14,667 0
Luigi Capello CEO and 01.01.2015 Financial
statements
at
(a) 5,333 0
Deputy
Chairperson
31.12.2015 31.12.2015 (c) 38,667 0
Laura Pierallini Director 01.01.2015 Financial
statements
at
(a) 1,333 0
30.04.2015 31.12.2015
Livia Amidani Aliberti Director 01.01.2015 Financial
statements
at
(a) 5,333 0
31.12.2015 31.12.2015 (c) 0 1,500
Marina Lilli Director 01.01.2015 Financial
statements
at
(a) 1,333 0
30.04.2015 31.12.2015
Paolo Cellini Director 01.01.2014 Financial
statements
at
(a) 1,333 0
30.04.2015 31.12.2015
Financial (a) 5,333 0
Roberto Magnifico Director 01.01.2015 statements
at
31.12.2015 31.12.2015
(c) 10,000 0

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Following is a legend for the "Fixed remuneration" column: (a) remuneration paid in 2015;

(b) remuneration paid in the previous year;

(c) remuneration received for special tasks and duties, in pursuance of article 2389(3) of the Italian Civil Code; (d) the following are indicated separately: remuneration accrued in the year and resolved by the general meeting, but not yet paid.

29.8. Intra-group transactions

The Company has commercial and financial relations with the Subsidiary. The nature of the transactions with this company primarily concern the leasing of office premises; they refer to ordinary management activities and the leases have been entered into at arm's length conditions.

The following table summarises the value of the transactions with the subsidiary in 2015:

Company Company Revenue Expenses Receivables Payables
LVenture Group Enlabs 0 25 0 0
Enlabs LVenture Group 25 0 0 0
Total 25 25 0 0

30. CONSIDERATION PAID TO THE INDEPENDENT AUDITING FIRM

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Pursuant to art. 149-duodecies of Consob's Issuer Regulations, the following table shows a detailed description of the consideration paid to the independent auditors, minus VAT and any additional charges:

Type of service provided Amounts in €
Accounts auditing services 13,542
Other services 9,514
Total consideration 2015 23,056
Financial
01.05.2015
statements
(a)
4,000
0
Micol Rigo
Director
at
31.12.2015 31.12.2015
(c)
0
1,000
Financial
01.05.2015
statements
Director
(a)
4,000
0
Valerio Caracciolo
at
31.12.2015 31.12.2015
Maria Luisa Mosconi Director 01.05.2015
31.12.2015 31.12.2015
Financial
statements
at
(a)
(c)
4,000
0
0
1,000

Board of Statutory Auditors

Giovanni Rebecchini Chairperson of
the Board of
Statutory
01.01.2015 Financial
statements
at
(a) 12,000 0
Auditors 31.12.2015 31.12.2015 (i) 0
Financial (a) 0
Giovanni Crostarosa Guicciardi Permanent Auditor 01.01.2015 statements
at
(b) 8,000 0
31.12.2015 31.12.2015 (d) 8,000
Benedetta Navarra Financial (a) 6,667
Permanent
Auditor
01.01.2015 statements
at
(b) 1,333 4,000
31.12.2015 31.12.2015 (d) 1,333
From LVenture Group spa 128,665 7,500
From subsidiaries or associates 0 0
TOTAL 128,665 7,500

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31. SIGNIFICANT EVENTS OCCURRING AFTER THE END OF THE YEAR

The Extraordinary General Meeting of LVenture Group, held on 2 February 2016, decided to:

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  • (i) approve the proposed capital increase of € 4,990,000, including the share premium, if any, on a cash basis, in one or more tranches, with the issue of ordinary shares, without par value, pursuant to a dematerialisation scheme, having the same characteristics as the outstanding shares and with regular dividend entitlement, to be offered in pre-emption to the Shareholders of the Company, pursuant to article 2441(1) of the Italian Civil Code;
  • (ii) fix the deadline of 31 December 2016 for the said capital increase, and to establish pursuant to article 2439(2) of the Italian Civil Code - that the capital increase, if not entirely subscribed to, will be limited to the amount effectively subscribed to at the deadline above;
  • (iii) grant the Board of Directors the broadest powers and authority to:
  • a. define the final amount of the capital increase, nearer the date of the pre-emption offer;
  • b. determine in consequence of paragraph a) above the number of new shares to be issued and the issue price (including any share premium), taking into account, inter alia, when fixing the latter, the general market conditions and the performance of the stock, and based on the market practice for similar transactions;
  • c. determine the timeframe for the resolution to increase the capital, especially with regard to the pre-emption offer, and the subsequent market offer of any unexercised rights at the end of the subscription period, subject to the final deadline of 31 December 2016.

LVENTURE GROUP S.P.A. AND OF THE CONSOLIDATED FINANCIAL STATEMENT OF LVENTURE GROUP, PURSUANT TO ART. 81-TER OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999 (AS AMENDED)

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CERTIFICATION OF THE FINANCIAL STATEMENTS OF LVENTURE GROUP S.P.A. AND OF THE CONSOLIDATED FINANCIAL STATEMENT OF LVENTURE GROUP, PURSUANT TO ART. 81-TER OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999 (AS AMENDED)

    1. The undersigned Stefano Pighini, in the capacity of Chairperson of the Board of Directors of LVenture Group S.p.A. and Francesca Bartoli, in the capacity of corporate Officer in charge of preparing the accounting documents of LVenture Group S.p.A., hereby certify the following, with respect to these financial statements, also based on art. 154-bis(3) and (4) of Legislative Decree 58/1998 (as amended):
  • their adequacy, in relation to the business characteristics of the company and
  • the effective application of the relevant administrative and accounting procedures, in relation to the preparation of the Financial Statements and the Consolidated Financial Statements, for the annual period running from 1 January to 31 December 2015.
    1. It is also certified that Financial Statements and the Consolidated Financial Statements:
  • a) have been prepared in accordance with the international accounting standards acknowledged in the European Union, in accordance with Regulation (EC) no. 1606/2002 of the European Parliament and Council of 19 July 2002;
  • b) are consistent with the relevant accounting documents and records;
  • c) provide a fair and accurate account of the equity, financial situation and operating performance of the parent company and the other companies included in the consolidation.
    1. the directors' report on operations contains a reliable analysis of the operating performance and results, as well as the situation of the parent companies and other companies included in the consolidation, plus a description of the principal risks and uncertainties to which they are exposed.

Rome, 23 March 2016

Stefano Pighini Francesca Bartoli The Chairperson of the Board of Directors The Corporate officer in charge of preparing the accounting documents

AL 31 DICEMBRE 2015

BILANCIO CONSOLIDATO BOARD OF STATUTORY AUDITORS' REPORT

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BOARD OF STATUTORY AUDITORS' REPORT

LVenture Group S.p.A.

Registered office: via Giovanni Giolitti no. 34 - 00185 ROME Subscribed and paid-up capital of € 6,425,392.00 composed of 17,711,120 shares VAT registration no. 0193250026 – Fiscal code 81020000022 – REA Rome 1356785

Report by the Board of Statutory Auditors to the General Meeting on the financial statements at 31 December 2015

(pursuant to art. 153 of Legislative Decree 58/1998 and art. 2429(3) of the Italian Civil Code) (the amounts are in KEuros and no decimals are shown)

*** * ***

Dear Shareholders,

the Board of Statutory Auditors refers on its supervisory activities and on its other duties and obligations pursuant to art. 153 of Legislative Decree 58/98 (hereinafter also abbreviated as the TUF) and art. 2429(3) of the Italian Civil Code, based on the Rules of Conduct of the Board of Statutory Auditors approved by the Italian association of chartered accountants and accounting experts (Consiglio Nazionale dei Dottori Commercialisti e degli Esperti Contabili), to the extent that they are applicable, and on the relevant the Consob requirements.

The accounts are audited by the appointed independent auditor Baker Tilly Revisa S.p.A., to whose report on the 2015 financial statements reference should be made.

In the annual period ending on 31 December 2015, we supervised compliance with the law and with the Company's articles of association and obtained from the Directors quarterly information on the activities carried out and the transactions that most significantly affected the Company's equity, financial situation and performance. These transactions are analytically presented in the Directors' Report, to which, therefore, reference should be made. In this respect, we believe that the actions decided on and carried out are consistent with the applicable regulations and the articles of association and do not contrast with the resolutions passed by the General Meeting, are not create a conflict of interest and are based on generally accepted "good management practices".

Acting within our remit, we have collected information on and supervised the adequacy of the Company's organisation and its compliance with the generally accepted good management practices. To this end, we obtained information from the heads of the Company's functions, also by collecting the relevant documents, and have no observations to make in this respect.

Regarding the Company's application of the Self-Governance Code, reference should be made to paragraph 3 (Compliance) of the "Annual Report on corporate governance and on shareholder structure" (the "Report"); on 23 November 2015, we verified the independence of the members of this Board of Statutory Auditors (see paragraph 8.c.1 of the Code) and supervised the application of the assessment criteria and procedures adopted by the Board of Directors, with regard to the independence of its members (paragraph 3.c.5 of the Code), finding nothing to report.

We also supervised the adequacy of the Company's administrative and accounting system by collecting information, examining corporate documents and records and holding periodical meetings with the representatives of the appointed auditing firm and with the Officer in charge of preparing the Company's accounting documents and believe that – based on the results of these surveys – it has provided an accurate and fair account of the management performance, also with regard to the positive judgement expressed in the independent auditors' report on the financial statements.

BOARD OF STATUTORY AUDITORS' REPORT

2015 Financial Reports and Statements

We also oversaw the adequacy of the internal control system put into place by the Company, which is described in paragraph 11 (Internal Control and Risk Management System) of the Report, and believe that, overall, it is suitable and effective; in 2015 we also made sure that the Company continued the implementation of its risk control system by appointing the Risks and Control Committee, which is entirely composed of independent members.

We also acknowledge that the director in charge of the Control System has presented to the Board of Directors a Report on the System at the Board meeting held on 14 March 2016, as required by the Self-Governance Code. The Director's Report confirms the adoption of an effective risk control and management system. We attended three meeting of the Risks and Control Committee held in 2015 and acknowledge that the Committee presented its annual report to the Board of Directors on 23 March 2016, confirming that the internal control and risk management system put into place by the Company is fully suited to the its organisation.

Throughout 2015 we ensured a constant flow of information with the manager in charge of the Internal Audit function, Mr. Cristiano Cavallari, meeting with him on 15 May 2015. We acknowledge that the Internal Audit chief has regularly prepared the periodical reports containing information on its activities, on the risk management procedures and on compliance with the relevant risk mitigation plans, besides verifying the suitability of the internal control and risk management system, including the financial reporting systems, promptly transmitting the reports to the chairs of the Board of Directors, the Risks and Control Committee and the Board of Statutory Auditors. We also acknowledge that, on 18 January 2016, the Internal Audit chief issued his annual report confirming that the organisational and management procedures and the operational practices substantially conform to the applicable regulations and that no elements had emerged such as to jeopardise the overall adequacy of the Company's Internal Control System.

We held meetings with the Supervisory Board appointed pursuant to Legislative Decree 231/2001, to exchange information, during which no violations of the Company's Organisation, Management and Control Model emerged, nor any significant facts or events worthy of being mentioned in this report. We acknowledge that – on 18 December 2014 - the Company's Board of Directors appointed a supervisory board composed of Mr. Francesco Giusti, the former sole supervisor, Ms. Benedetta Navarra, a member of the Board of Statutory Auditors, and Mr. Cristiano Cavallari, the Internal Audit chief of the Issuer; the presence of a member of the Board of Statutory Auditors in the Supervisory Board set up in performance of Legislative Decree 231/2001 has ensured a constant flow of information with the Board of Statutory Auditors. On 20 February 2016, the Supervisory Board released its annual report highlighting that no significant events have emerged worthy of being reported to the relevant authorities; in its report, the Supervisory Board recommends the adoption of a more updated Model, providing for the introduction of the new types of offences recently introduced by legislators, as well as the new guidelines issued by Confindustria.

We have received from the independent auditors the annual confirmation of its independence, pursuant to art. 17(9)(a) of Legislative Decree 39/2010.

We supervised the legal audits, examining with the independent auditor the activities carried out and the audit plan; the independent auditor has not reported any significant shortcomings in the internal control system, in relation to the financial disclosure processes. We acknowledge that we have collected the necessary information on transactions with third parties, related parties and intra-group transactions, which shows that:

the Company has not carried out atypical and/or unusual transactions with third parties, related parties

in 2015, the Company carried out no significant transactions with its related parties, as expediently

  • or intra-group companies;
  • specified in the Financial statements;
  • Committee.

the Related Parties procedure was adopted in 2013 by the Company, the procedural and substantial correctness of which has been verified by the Board of Statutory Auditors. The Related Party Transactions Committee is composed entirely of independent members, which are the same as the Risks and Control

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BOARD OF STATUTORY AUDITORS' REPORT

We remind you that, on 30 April 2014, the extraordinary General Meeting, acting pursuant to article 2443 of the Italian Civil Code, vested the Board of Directors with the authority to increase the share capital, for payment, up to a maximum amount of € 4,990,000.00, including any share premiums, to be implemented in one or more tranches, on or before five years from the resolution date, through the issue of ordinary shares, with the exclusion of subscription rights pursuant to article 2441(4) and (5) of the Italian Civil Code.

We also acknowledge that, on 2 February 2016, the General Meeting resolved a capital increase by issuing Shares for a maximum amount of € 4,990,000.00.

Given that the offer is for less than € 5,000,000.00, the Company applied the exemption referred to in article 34-ter(c) of the Issuers' Regulations. However, assuming that the capital increase may reasonably lead to the issue of a number of shares in excess of 10% of the outstanding shares, pursuant to art. 57(a) of the Issuers' Regulations the Company is not exempt from the obligation to publish a Prospectus. Therefore, pursuant to art. 52 of the Issuers' Regulations, the Company shall publish a Prospectus containing information on the admission to trading of the newly issued shares, a first draft of which was presented to the Board of Directors on 29 February 2016.

The Board of Statutory Auditors believes the information about intra-group transactions provided by the Directors in the Director's Report and in the Explanatory Notes to the Financial Statements, for the year ended 31 December 2015, is adequate, also in relation to the relevant provisions in IAS 24 and in the Consob resolution no. 17221 of 12 March 2010, as amended.

This Board deems that the instructions issued by the Company to its subsidiary, pursuant to art. 114(2) of Legislative Decree 58/1998, are adequate; in this respect, this Board acknowledges that, since December 2014, the subsidiary put into place a single-member control body and is subject to auditing by the same firm that audits the accounts of LVENTURE GROUP S.p.a.

We acknowledge that there has been a constant flow of information with the single-member body of the subsidiary ENLABS S.r.l., and that we held two meetings on 29 January and 9 October 2015.

We have audited the report on the 2015 financial statements by the subsidiary's control body and found no information there worthy of being reported to you.

We acknowledge that the Report on Remuneration has been prepared, pursuant to art. 123-ter of the TUF, and we have no particular observations to make in its respect.

In the course of the year, the Board of Statutory Auditors received no notices or reports pursuant to art. 2408 of the Italian Civil Code and has expressed a favourable opinion on the appointment of the new membership of the Risks and Control Committee.

The Board of Statutory Auditors met 10 times in the course of the year, and participated in all the 13 meetings of the Board of Directors.

The oversight activities by the Board of Statutory Auditors have not highlighted any omissions, inappropriate conduct or irregularities worthy of mention to the shareholders and the Board of Directors.

The financial statements of the Company for the year ended on 31 December 2015, which feature a loss of € 1,079 thousand, have been prepared in conformity with the International Accounting Standards ("IAS/IFRS") issued by the International Accounting Standards Board ("IASB"), as adopted by the European Union. The aforementioned loss is basically due to the peculiar nature of the Company's core business, in which the production of revenue is a long-term process.

The Report on Operations and the accounting statements at 31 December 2015, including the relative attachments and the certification by the Officer in charge of preparing the corporate accounting documents, were delivered to the Board of Statutory Auditors at the end of the Directors' Meeting held on 23 March 2016, which approved them on that date.

BOARD OF STATUTORY AUDITORS' REPORT

The Board has verified compliance with the law and with the provisions to which the law refers, which govern the preparation of these documents, based on audits and the collection of information from the Directors, the Administration and Finance function and the independent auditing firm. We hereby acknowledge that the accounting standards IFRS 7 and 13 have been applied in the preparation of the financial statements with respect to the assessment of the equity investments, following the direction of the Independent Auditor.

Furthermore, we acknowledge that the Company has carried out an impairment test on the value of the intangible fixed assets recognised in the financial statements, in compliance with the accounting standard IAS 36.

On 6 April 2016, the Independent Auditor issued its Report on the financial statements and the consolidated financial statements of the Group, pursuant to articles 14 and 16 of Legislative Decree 39/2010, which contains no objections. Furthermore, the Board declares that it has received the report made in pursuance of article 19(3) of the aforementioned Legislative Decree 39/2010.

The Board of Statutory Auditors – at the conclusion of its audit – expresses a favourable opinion on the approval of the financial statements as at 31 December 2015, as prepared by the Directors, and invites you to decide on the most appropriate measures to cover the losses.

Rome, 7 April 2016

The Chairperson - Giovanni Rebecchini

The Permanent Auditor - Giovanni Crostarosa Guicciardi

The Permanent Auditor – Benedetta Navarra

RELAZIONE DELLA SOCIETÀ DI REVISIONE INDEPENDENT AUDITOR'S REPORT

2015 Financial Reports and Statements

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GLOSSARY

Director in charge of risk management and control: the Director in charge of the internal audit and risk management system (as shown in section 11.1).

Business Angel: is an informal investor in business venture capital. The adjective "informal" sets up this figure against "formal" venture capital investors, that is, those who adopt an approach of formal analysis to investments in equity, as closed-end funds, more properly called venture capital and private equity funds.

Civil Code: the Italian Civil Code.

Self-Governance Code: the Self-Governance Code of listed companies approved in December 2011 by the Committee for Corporate Governance and promoted by Borsa Italiana S.p.A., ABI, Ania, Assogestioni, Assonime and Confindustria.

Board: the Board of Directors of LVenture Group.

Officer in charge: Officer in charge of preparing the corporate accounting documents, as laid down in art. 154 bis TUF.

Financial Year: the accounting period to which the Report refers.

Exit: the date on which the Company closes its investment in a start-up by selling its equity holding.

Group: at the date of the Report, LVenture Group and EnLabs S.r.l., the Company's only subsidiary pursuant to art. 2359 of the Italian Civil Code.

Model: the organisational and management model referred to in Legislative Decree no. 231/2001.

Related Parties: the parties referred to in art. 3(1) of the Related-Party Regulations.

Post Money: the measurement of 100% of the own capital of a start-up (shares or quotas) used to calculate the percentage of capital acquired by an investor that contributes new financial resources by subscribing to a capital increase. The Post-money may be calculated based on the Pre-Money measurement by adding the capital increase amount or dividing the capital increase amount by the percentage of capital obtained as a result of the subscription.

Pre Money: the measurement of 100% of the own capital of a start-up (shares or quotas) before the contribution of new financial resources. The Pre-money may serve as a basis for determining the Post-money, or may be implicitly calculated by subtracting from the Post-money the capital increase amount.

Issuers' Regulations: the Regulations issued by the Consob, with Resolution no. 11971/1999 (as amended) with respect to issuers.

Market Regulations: the Regulations issued by Consob, with Resolution no. 16191/2007 (as amended) with respect to markets.

Related-Party Regulations: the Regulations issued by Consob, with Resolution no. 17221 of 12 March 2010 (as amended) with respect to related-party transactions.

Report: the report on corporate governance and ownership structure that issuers are required to draw up in compliance with art. 123-bis TUF.

Participating Financial Instruments or PFIs: PFI are either financial instruments issued pursuant to Legislative Decree 179/2012 and art. 2346(6) of the Italian Civil Code, endowed with equity rights, or even administrative rights, except for voting rights at general meetings, or any other form of financing that also associates capital conversion rights, pursuant to articles 2467, 2483 an 2420-bis of the Italian Civil Code.

Seed Capital: means the financial investment in such phases as the study, incorporation and start-up of a new business with a growth potential that is not yet fully assessable. It usually entails small financial commitments intended to cover the initial operating expenses necessary to carry out the research and development phases in order to shape up the products or services that make up the object of the business project that, at that

GLOSSARY

point, will succeed in attracting the attention of venture capital funds (a micro-seed is obtained when the contribution is very low and basically aims at covering the minimum costs of studying and shaping up the initiative); the investment risk is very high, but the average contribution is extremely low, and thus this risk can be managed within the context of an investment portfolio.

IARMS system: the internal audit and risk management system.

Website: the website of LVenture Group S.p.A. - www.lventuregroup.com.

Company: LVenture Group S.p.A.

TUF: Legislative Decree 58/1998 (Consolidation Act on Finance).

Venture Capital: means the institutional financial investment activity during the start-up and development phases of a new business with the potential of a strong medium-long term growth and, in the face of it, with assumption of a high investment risk.

ZMV: Zernike Meta Venture S.p.A. (a wholly-owned subsidiary of Meta Group S.r.l.), is a company specialised in loans aimed at innovation and the creation of new businesses.

via Giovanni Giolitti, 34 00185 Rome (Termini Station)