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PRADA S.p.A. Interim / Quarterly Report 2012

Sep 24, 2012

50262_rns_2012-09-24_4ec6bbf3-c291-4dce-b783-387a2b513107.pdf

Interim / Quarterly Report

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

PRADA S.p.A.

Via A. Fogazzaro n. 28, Milan, Italy
Registry of Companies of Milan, Italy: No. 10115350158
(Incorporated under the laws of Italy as a joint-stock company)
(Stock Code: 1913)

INTERIM RESULTS ANNOUNCEMENT FOR THE SIX MONTHS ENDED JULY 31, 2012

FINANCIAL HIGHLIGHTS

  • Group's net revenues were Euro 1,547.4 million, recording an increase of 36.4% compared with the six months ended July 31, 2011
  • Retail net sales were Euro 1,230.0 million, up by 47.2% compared with the six months ended July 31, 2011
  • the number of Directly Operated Stores (DOS) reached 414
  • Retail Same Store Sale Growth (SSSG) was 19% compared with the six months ended July 31, 2011
  • EBITDA was Euro 469.4 million (representing a margin of 30.3% on net revenues)
  • Group's net income amounted Euro 286.4 million, an increase of 59.5% compared to Euro 179.5 million for the six months ended July 31, 2011
  • Positive net financial position at Euro 82.5 million as at July 31, 2012
  • Net operating cash flow for the six months ended July 31, 2012, was Euro 332.2 million

2

Consolidated results for the six months ended July 31, 2012

The Board of Directors (the “Board”) of PRADA S.p.A. (the “Company”, or “PRADA spa”) is pleased to announce the unaudited Consolidated results of the Company and its subsidiaries (collectively, the “Group”) for the six months ended July 31, 2012. The following financial information has been prepared in accordance with the International Financial Reporting Standards (“IFRS”) as adopted by the European Union. The consolidated results of the Group for the year ended January 31, 2012, and for the period ended July 31, 2011, were audited by Deloitte & Touche spa.

Key financial information

Key income statement information (amounts in thousands of Euro) six months ended July 31 2011 audited twelve months ended January 31, 2012 audited six months ended July 31 2012 unaudited % change on July 2011
Net revenues 1,134,281 2,555,606 1,547,373 36.4%
EBITDA 315,005 759,252 469,373 49.0%
EBIT 253,378 628,935 394,882 55.8%
Income before tax 241,778 602,908 391,971 62.1%
Net income of the Group 179,532 431,929 286,409 59.5%
Average headcount (persons) 7,740 8,067 9,101 17.6%
Earnings per share 0.07 0.17 0.11 56.6%
EBITDA % 27.8% 29.7% 30.3%
EBIT % 22.3% 24.6% 25.5%
Key Statement of financial position information (amounts in thousands of Euro) as at July 31 2011 audited as at January 31, 2012 audited as at July 31 2012 unaudited change on January 2012
Net operating working capital 354,507 357,648 351,874 (5,774)
Net invested capital 1,680,572 1,817,327 1,944,812 127,485
Net financial position surplus/(deficit) - including payable for withholding on dividends (134,365) 13,640 82,532 68,892
Group shareholders' equity 1,541,134 1,822,743 2,017,482 194,739
Capital expenditure 134,726 278,856 121,688 -
Net operating cash flows 209,598 479,954 332,192 -

Highlights for the six months ended July 31, 2012

The results achieved by the Group in the first half of 2012 once again confirmed its track record of brilliant growth. In a difficult economic environment, with widespread recession in the Euro zone and some economic slowdown in other regions, Prada managed to achieve one of the highest growth rates in the worldwide luxury goods market, further strengthening its major position in the business.

The Group's retail expansion strategy enabled a further increase in profitability, which also benefitted from favorable exchange rates.


The Group's consolidated net revenues for the six months ended July 31, 2012, amounted to Euro 1,547.4 million, a 36.4% increase compared to the same period of 2011, when net revenues totaled Euro 1,134.3 million. In line with the first quarter ended April 30, 2012, Same Store Sales Growth (SSSG) for the six months period was very solid at 19%, while double digit growth was achieved across all markets.

The Directly Operated Stores (DOS) network expansion program saw the Group opening its first ever DOS in Brazil, Mexico, Morocco and Ukraine while consolidating established markets with new openings and important renovations.

EBITDA for the first six months improved 49% to Euro 469.4 million compared to Euro 315 million posted in the six months ended July 31, 2011. Contribution to net revenues advanced to 30.3% from 27.8% for the previous period, improving further the 29.1% recorded in the first quarter of 2012.

The Group's net income amounted to Euro 286.4 million, showing a 59.5% increase compared to Euro 179.5 million for the first half of 2011.

Results from operations and tight control on net working capital needs delivered strong cash flows that, net of investments for Euro 140 million and dividends cash-out for Euro 126 million, allowed the Group to further improve net financial surplus to Euro 82.5 million from Euro 13.6 million at January 31, 2012.

3


Consolidated income statement for the six months ended July 31, 2012

(amounts in thousands of Euro) Note six months ended July 31 2012 unaudited % six months ended July 31 2011 audited %
Net revenues 3 1,547,373 100.0% 1,134,281 100.0%
Cost of goods sold (440,872) -28.5% (329,098) -29.0%
Gross margin 1,106,501 71.5% 805,183 71.0%
Operating expenses 4 (711,619) -46.0% (551,805) -48.6%
EBIT 394,882 25.5% 253,378 22.3%
Interest and other financial income/(expenses), net 5 (2,911) -0.2% (11,600) -1.0%
Income before taxes 391,971 25.3% 241,778 21.3%
Taxation 6 (102,756) -6.6% (60,577) -5.3%
Net income from continuing operations 289,215 18.7% 181,201 16.0%
Net income for the period 289,215 18.7% 181,201 16.0%
Net income – Non-controlling interests 2,806 0.2% 1,669 0.1%
Net income – Group 286,409 18.5% 179,532 15.8%
Depreciation, amortization and impairment 74,491 4.8% 61,627 5.4%
EBITDA 469,373 30.3% 315,005 27.8%
Basic and diluted earnings per share (in Euro per share) 7 0.112 0.071

4


Consolidated income statement for the three months ended July 31, 2012

(amounts in thousands of Euro) Note three months ended July 31 2012 unaudited % three months ended July 31 2011 unaudited %
Net revenues 3 860,639 100.0% 669,990 100.0%
Cost of goods sold (250,564) -29.1% (206,003) -30.7%
Gross margin 610,075 70.9% 463,987 69.3%
Operating expenses (379,976) -44.2% (290,742) -43.4%
EBIT 230,099 26.7% 173,245 25.9%
Interest and other financial income/(expenses), net (4,371) -0.5% (9,545) -1.4%
Income before taxes 225,728 26.2% 163,700 24.4%
Taxation (59,800) -6.9% (41,019) -6.1%
Net income from continuing operations 165,928 19.3% 122,681 18.3%
Net income for the period 165,928 19.3% 122,681 18.3%
Net income – Non-controlling interests 1,238 0.1% 825 0.1%
Net income – Group 164,690 19.1% 121,856 18.2%
Depreciation, amortization and impairment 39,176 4.6% 28,817 4.3%
EBITDA 269,275 31.3% 202,062 30.2%

5


Consolidated statement of financial position

(amounts in thousands of Euro) Note as at July 31 2012 unaudited as at January 31 2012 audited
Assets
Current assets
Cash and cash equivalents 391,594 362,284
Trade receivables, net 9 292,043 266,404
Inventories 8 380,688 374,782
Derivative financial instruments - current 108 894
Receivables and prepayments from parent company and other related parties 30,189 12,864
Other current assets 125,436 100,275
Total current assets 1,220,058 1,117,503
Non-current assets
Property, plant and equipment 10 777,425 713,870
Intangible assets 10 860,986 863,526
Associated undertakings 19,459 15,631
Deferred tax assets 207,331 175,736
Other non-current assets 64,038 57,302
Total non-current assets 1,929,239 1,826,065
Total Assets 3,149,297 2,943,568
Liabilities and Shareholders' equity
Current liabilities
Bank overdrafts and short-term loans 238,518 165,485
Payables to parent company and other related parties 4,358 4,361
Trade payables 11 320,857 283,538
Current tax liabilities 112,746 117,770
Derivative financial instruments - current 23,201 15,200
Obligations under finance leases - current 965 1,453
Other current liabilities 114,605 128,777
Total current liabilities 815,250 716,584
Non-current liabilities
Long-term financial payables 63,545 178,442
Obligations under finance leases non-current 609 1,100
Post-employment benefits 41,526 35,898
Provision for contingencies and commitments 58,543 56,921
Deferred tax liabilities 52,186 47,665
Other non-current liabilities 89,682 75,656
Derivative financial instruments non-current 612 335
Total non-current liabilities 306,703 396,017
Total Liabilities 1,121,953 1,112,601
Share capital 255,882 255,882
Other reserves 1,450,837 1,152,171
Translation reserve 24,354 (17,239)
Net profit for the period 286,409 431,929
Total Shareholders' Equity - Group 2,017,482 1,822,743
Shareholders' Equity - Non-controlling interests 9,862 8,224
Total Liabilities and Shareholders' Equity 3,149,297 2,943,568
Net current assets 404,808 400,919
Total assets less current liabilities 2,334,047 2,226,984

6


Statement of changes in consolidated shareholders' equity (amounts in thousands of Euro, except for number of shares)

(amounts in thousands of Euro) Number of Shares Share Capital Share premium reserve Translation reserve Other reserves Net profit Equity attributable to owners of the Group Non-controlling interests Total Equity
Balance at January 31, 2011 audited 250,000,000 250,000 209,298 (40,012) 534,245 250,819 1,204,350 5,788 1,210,138
Allocation of 2010 net profit - - - - 250,819 (250,819) - - -
Conversion of shares from Euro 1.0 to Euro 0.1 2,500,000,000 - - - - - - - -
Issue of new shares 58,824,000 5,882 200,749 - - - 206,631 - 206,631
Dividends - - - - (35,000) - (35,000) (3,886) (38,886)
Capital injection in subsidiaries - - - - - - - 1,412 1,412
Comprehensive income for the year - - - 22,773 (7,940) 431,929 446,762 4,910 451,672
Balance at January 31, 2012 audited 2,558,824,000 255,882 410,047 (17,239) 742,124 431,929 1,822,743 8,224 1,830,967
Allocation of 2011 net profit - - - - 431,929 (431,929) - - -
Dividends - - - - (127,941) - (127,941) (2,645) (130,586)
Capital injection in subsidiaries - - - - - - - 1,161 1,161
Comprehensive income for the period - - - 41,593 (5,323) 286,409 322,680 3,122 325,802
Balance at July 31, 2012 Unaudited 2,558,824,000 255,882 410,047 24,354 1,040,790 286,409 2,017,482 9,862 2,027,344

Under Italian law, the Company is required to allocate a portion of its net profit to non-distributable reserves and to provide additional information on the distribution of earnings for the period.


Statement of consolidated comprehensive income

(amounts in thousands of Euro) six months ended July 31 2012 unaudited twelve months ended January 31 2012 audited
Net income for the period – Consolidated 289,215 436,425
Change in Translation reserve 41,910 23,204
Tax impact - -
Change in Translation reserve less tax impact 41,910 23,204
Change in Cash Flow Hedge reserve (9,475) (10,432)
Tax impact 2,619 2,795
Change in Cash Flow Hedge reserve less tax impact (6,856) (7,637)
Change in Actuarial reserve (1,843) (705)
Tax impact 507 443
Change in Actuarial reserve less tax impact (1,336) (262)
Change in Fair Value reserve 3,826 (77)
Tax impact (957) 19
Change in Fair Value reserve less tax impact 2,869 (58)
Consolidated comprehensive income for the period 325,802 451,672
Comprehensive income for the period – Non-controlling Interests 3,122 4,910
Comprehensive income for the period - Group 322,680 446,762

8


Net invested capital

The following table reports the Statement of financial position as adjusted in order to provide a better picture of the composition of the Net invested capital.

(amounts in thousands of Euro) as at July 31 2012 unaudited as at January 31 2012 audited
Non-current assets (excluding deferred tax assets) 1,721,908 1,650,329
Trade receivables, net 292,043 266,404
Inventories, net 380,688 374,782
Trade payables (320,857) (283,538)
Net operating working capital 351,874 357,648
Other current assets (excluding financial position items) 152,692 112,623
Other current liabilities (excluding financial position items) (246,444) (262,534)
Other current assets/(liabilities), net (93,752) (149,911)
Provisions for risks (58,543) (56,921)
Post-employment benefits (41,526) (35,898)
Other long-term liabilities (90,294) (75,991)
Deferred taxation, net 155,145 128,071
Other non-current assets/(liabilities), net (35,218) (40,739)
Net invested capital 1,944,812 1,817,327
Shareholders' equity – Group (2,017,482) (1,822,743)
Shareholders' equity – Non Controlling Interests (9,862) (8,224)
Total consolidated Shareholders' equity (2,027,344) (1,830,967)
Long term financial payables (64,154) (179,542)
Short term financial, net surplus/(deficit) 151,978 193,182
Payable for withholding on dividends (5,292) -
Net financial position surplus/(deficit) – including payable for withholding on dividends 82,532 13,640
Shareholders' equity and Net financial position (1,944,812) (1,817,327)

9


Net financial position surplus/(deficit)

(amounts in thousands of Euro) as at July 31 2012 unaudited as at January 31 2012 audited
Long term debt (63,545) (178,442)
Obligations under finance leases (609) (1,100)
Long term financial payables (64,154) (179,542)
Bank overdraft and short term loans (238,518) (165,485)
Payables to related parties (3,173) (3,574)
Receivables from related parties 3,040 1,410
Obligations under finance leases (965) (1,453)
Cash and cash equivalents 391,594 362,284
Short term net financial surplus/(deficit) 151,978 193,182
Net financial position surplus/(deficit) 87,824 13,640
Payable for withholding on dividends (5,292) -
Net financial position surplus/(deficit) including payable for withholding on dividends 82,532 13,640
Net financial position surplus/(deficit) – third parties (i.e. excluding financial receivables and payables with related parties) 87,957 15,804
Net financial position surplus/(deficit) – third parties including payable for withholding on dividends 82,665 15,804

Summarized statement of consolidated cash flows

(amounts in thousands of Euro) six months ended July 31 2012 unaudited six months ended July 31 2011 audited
Net cash flows from operating activities 332,191 209,598
Cash flows generated (utilized) by investing activities (140,054) (134,880)
Cash flows generated (utilized) by financing activities (168,045) 99,518
Change in cash and cash equivalents, net of bank overdrafts 24,092 174,236

11

Notes to the Interim condensed consolidated results for the six months ended July 31, 2012

1. Presentation of PRADA Group

PRADA spa (the “Company”), together with its subsidiaries (jointly the “Group”), is listed on the Hong Kong Stock Exchange (HKSE code: 1913) and is one of the world leaders in the luxury goods sector where it operates with the Prada, Miu Miu, Church’s and Car Shoe brands in the design, production and distribution of luxury handbags, leather goods, footwear, apparel and accessories. The Group also operates, under licensing agreements, in the eyewear, fragrances and mobile telephone sectors. Its products are sold in 70 countries worldwide through a network that included 414 Directly Operated Stores (DOS) at July 31, 2012, and a selected network of luxury department stores, independent retailers and franchise stores.

The Company is a joint-stock company, registered and domiciled in Italy. Its registered office is in Via Fogazzaro 28, Milan, Italy.

2. Basis of preparation

The Interim condensed consolidated financial statements of PRADA Group for the six months ending July 31, 2012, including the “Consolidated statement of financial position”, the “Consolidated income statement”, the “Statement of consolidated cash flows”, the “Statement of changes in consolidated shareholders’ equity”, the “Statement of consolidated comprehensive income” and the “Notes to the Interim condensed consolidated financial statements” have been prepared in accordance with IAS 34 “Interim financial reporting” as endorsed by the European Union.

The Interim condensed consolidated financial statements should be read together with the Consolidated financial statements of the PRADA Group for the twelve months ended January 31, 2012. Such year-end Consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) as endorsed by the European Union.

At the date of presentation of these Interim condensed consolidated financial statements, there were no differences between IFRS as endorsed by the European Union and applicable to the PRADA Group and those issued by the IASB.

The Interim results announcement for the six months ended July 31, 2012, refers to the contents included in the 2012 Interim financial report. The 2012 Interim financial report, including the Interim condensed consolidated financial statements and the Financial Review, has been prepared in accordance with the same accounting policies adopted in the 2011 Annual report.

IFRS also refers to all International Accounting Standards (“IAS”) and all interpretations of the International Financial Reporting Standard


Interpretations Committee (“IFRSIC”), previously called the Standing Interpretations Committee (SIC).

3. Operating segment

IFRS 8 requires that detailed information be provided for each operating segment that makes up the business. An operating segment is intended as a business division whose operating results are regularly reviewed by top management so that they can make decisions about the resources to be allocated to the segment and assess its performance.

The Group’s matrix-based organizational structure - whereby responsibility is assigned cross-functionally in relation to brands, products, distribution channels and geographical areas, together with the complementary nature of the production processes of the various brands and the many relationships between the different business segments - means that operating segments that meet the IFRS 8 definition cannot be identified, as top management is only provided with income statement results on a Group wide level. For this reason, the business has been considered as a single operating segment as this better represents the specific characteristics of the PRADA Group business model.

Detailed information on net revenues by brand, geographical area, products and distribution channel is provided below.

12


Net revenues analysis

Net revenues for the six months ended July 31, 2012

(amounts in thousands of Euro) six months ended July 31 2012 unaudited six months ended July 31 2011 audited % change
Net sales by geographical area
Italy 259,326 17.0% 213,444 19.1% 21.5%
Europe 348,691 22.9% 250,664 22.4% 39.1%
Americas 224,702 14.7% 171,853 15.4% 30.8%
Asia Pacific 532,471 34.9% 367,995 32.9% 44.7%
Japan 143,874 9.5% 107,193 9.6% 34.2%
Other countries 15,623 1.0% 6,254 0.6% 149.8%
Total 1,524,687 100.0% 1,117,403 100% 36.4%
Net sales by brand
Prada 1,233,433 80.9% 878,383 78.6% 40.4%
Miu Miu 245,971 16.1% 198,872 17.8% 23.7%
Church's 31,010 2.0% 27,003 2.4% 14.8%
Car Shoe 11,342 0.8% 9,711 0.9% 16.8%
Other 2,931 0.2% 3,434 0.3% -14.6%
Total 1,524,687 100.0% 1,117,403 100.0% 36.4%
Net sales by product line
Clothing 248,677 16.3% 212,371 19.0% 17.1%
Leather goods 943,060 61.8% 617,657 55.3% 52.7%
Footwear 315,290 20.7% 275,048 24.6% 14.6%
Other 17,660 1.2% 12,327 1.1% 43.3%
Total 1,524,687 100.0% 1,117,403 100.0% 36.4%
Net sales by distribution channel
DOS 1,229,966 80.7% 835,372 74.8% 47.2%
Independent customers and franchises 294,721 19.3% 282,031 25.2% 4.5%
Total 1,524,687 100.0% 1,117,403 100.0% 36.4%
Net sales 1,524,687 98.5% 1,117,403 98.5% 36.4%
Royalties 22,686 1.5% 16,878 1.5% 34.4%
Total net revenues 1,547,373 100.0% 1,134,281 100.0% 36.4%

13


Prada brand sales

(amounts in thousands of Euro) six months ended July 31 2012 unaudited six months ended July 31 2011 audited % change
Net sales by geographical area
Italy 207,661 16.9% 164,797 18.8% 26.0%
Europe 274,336 22.2% 188,969 21.5% 45.2%
Americas 194,284 15.8% 146,278 16.6% 32.8%
Asia Pacific 442,962 35.9% 298,307 34.0% 48.5%
Japan 101,458 8.2% 75,275 8.6% 34.8%
Other countries 12,732 1.0% 4,757 0.5% 167.6%
Total 1,233,433 100.0% 878,383 100.0% 40.4%
Net sales by product line
Clothing 204,468 16.6% 180,417 20.5% 13.3%
Leather goods 786,806 63.8% 488,613 55.6% 61.0%
Footwear 226,589 18.4% 198,363 22.6% 14.2%
Other 15,570 1.2% 10,990 1.3% 41.7%
Total 1,233,433 100.0% 878,383 100.0% 40.4%
Net sales by distribution channel
DOS 1,004,849 81.5% 659,901 75.1% 52.3%
Independent customers and franchises 228,584 18.5% 218,482 24.9% 4.6%
Total 1,233,433 100.0% 878,383 100.0% 40.4%
Net sales 1,233,433 98.2% 878,383 98.1% 40.4%
Royalties 21,972 1.8% 16,582 1.9% 32.5%
Total net revenues 1,255,405 100.0% 894,965 100.0% 40.3%

Miu Miu brand sales

(amounts in thousands of Euro) six months ended July 31 2012 unaudited six months ended July 31 2011 audited % change
Net sales by geographical area
Italy 37,294 15.2% 33,993 17.1% 9.7%
Europe 50,618 20.6% 41,491 20.9% 22.0%
Americas 28,686 11.7% 24,294 12.2% 18.1%
Asia Pacific 85,471 34.7% 66,370 33.4% 28.8%
Japan 41,399 16.8% 31,502 15.8% 31.4%
Other countries 2,503 1.0% 1,222 0.6% 105.0%
Total 245,971 100.0% 198,872 100.0% 23.7%
Net sales by product line
Clothing 43,712 17.8% 31,601 15.9% 38.3%
Leather goods 154,055 62.6% 127,103 63.9% 21.2%
Footwear 46,114 18.7% 38,830 19.5% 18.8%
Other 2,090 0.9% 1,338 0.7% 56.2%
Total 245,971 100.0% 198,872 100.0% 23.7%
Net sales by distribution channel
DOS 200,031 81.3% 153,181 77.0% 30.6%
Independent customers and franchises 45,940 18.7% 45,691 23.0% 0.5%
Total 245,971 100.0% 198,872 100.0% 23.7%
Net sales 245,971 99.7% 198,872 99.9% 23.7%
Royalties 651 0.3% 241 0.1% 170.1%
Total net revenues 246,622 100.0% 199,113 100.0% 23.9%

15


Church's brand sales

(amounts in thousands of Euro) six months ended July 31 2012 unaudited six months ended July 31 2011 audited % change
Net sales by geographical area
Italy 6,865 22.1% 7,369 27.3% -6.8%
Europe 18,894 60.9% 15,665 58.0% 20.6%
Americas 1,372 4.4% 1,116 4.2% 22.9%
Asia Pacific 2,715 8.8% 2,322 8.6% 16.9%
Japan 1,017 3.3% 413 1.5% 146.2%
Other countries 147 0.5% 118 0.4% 24.6%
Total 31,010 100.0% 27,003 100.0% 14.8%
Net sales by product line
Clothing 440 1.4% 256 0.9% 71.9%
Leather goods 950 3.1% 662 2.5% 43.5%
Footwear 29,620 95.5% 26,085 96.6% 13.6%
Total 31,010 100.0% 27,003 100.0% 14.8%
Net sales by distribution channel
DOS 19,708 63.6% 17,318 64.1% 13.8%
Independent customers and franchises 11,302 36.4% 9,685 35.9% 16.7%
Total 31,010 100.0% 27,003 100.0% 14.8%
Net sales 31,010 99.8% 27,003 99.8% 14.8%
Royalties 63 0.2% 55 0.2% 14.5%
Total net revenues 31,073 100.0% 27,058 100.0% 14.8%

16


Car Shoe brand sales

(amounts in thousands of Euro) six months ended July 31 2012 unaudited six months ended July 31 2011 audited var. %
Net sales by geographical area
Italy 6,832 60.2% 6,545 67.4% 4.4%
Europe 2,587 22.8% 1,890 19.5% 36.9%
Americas 359 3.2% 145 1.5% 147.6%
Asia Pacific 1,323 11.7% 973 10.0% 36.0%
Other countries 241 2.1% 158 1.6% 52.5%
Total 11,342 100.0% 9,711 100.0% 16.8%
Net sales by product line
Leather goods 1,239 10.9% 1,250 12.9% -0.9%
Footwear 10,103 89.1% 8,461 87.1% 19.4%
Total 11,342 100.0% 9,711 100.0% 16.8%
Net sales by distribution channel
DOS 4,705 41.5% 4,161 42.8% 13.1%
Independent customers and franchises 6,637 58.5% 5,550 57.2% 19.6%
Total 11,342 100.0% 9,711 100.0% 16.8%
Net sales 11,342 100.0% 9,711 100.0% 16.8%
Total net revenues 11,342 100.0% 9,711 100.0% 16.8%

17


Net revenues analysis for the three months ended July 31, 2012

(amounts in thousands of Euro) three months ended July 31 three months ended July 31 % change
2012 unaudited 2011 unaudited
Net sales by geographical area
Italy 149,261 17.5% 141,811 21.4% 5.3%
Europe 200,674 23.6% 156,294 23.6% 28.4%
Americas 138,242 16.2% 107,368 16.2% 28.8%
Asia Pacific 279,698 32.9% 195,973 29.6% 42.7%
Japan 73,210 8.6% 56,260 8.5% 30.1%
Other countries 10,325 1.2% 4,194 0.7% 146.2%
Total 851,410 100.0% 661,900 100.0% 28.6%
Net sales by brand
Prada 691,894 81.3% 525,003 79.3% 31.8%
Miu Miu 138,633 16.3% 116,818 17.7% 18.7%
Church's 14,706 1.7% 13,341 2.0% 10.2%
Car Shoe 5,040 0.6% 5,333 0.8% -5.5%
Other 1,137 0.1% 1,405 0.2% -19.1%
Total 851,410 100.0% 661,900 100.0% 28.6%
Net sales by product line
Clothing 134,840 15.8% 124,602 18.8% 8.2%
Leather goods 525,803 61.8% 353,959 53.5% 48.5%
Footwear 180,596 21.2% 176,260 26.6% 2.5%
Other 10,171 1.2% 7,079 1.1% 43.7%
Total 851,410 100.0% 661,900 100.0% 28.6%
Net sales by distribution channel
DOS 660,314 77.6% 453,101 68.5% 45.7%
Independent customers and franchises 191,096 22.4% 208,799 31.5% -8.5%
Total 851,410 100.0% 661,900 100.0% 28.6%
Net sales 851,410 98.9% 661,900 98.8% 28.6%
Royalties 9,229 1.1% 8,089 1.2% 14.1%
Total net revenues 860,639 100.0% 669,989 100.0% 28.5%

Number of stores

| | July 31
2012 | | January 31
2012 | | July 31
2011 | |
| --- | --- | --- | --- | --- | --- | --- |
| | DOS | franchises | DOS | franchises | DOS | franchises |
| | | | | | | |
| Prada | 263 | 19 | 245 | 20 | 218 | 24 |
| Miu Miu | 102 | 6 | 94 | 6 | 82 | 6 |
| Church's | 43 | - | 43 | - | 40 | - |
| Car Shoe | 6 | - | 6 | - | 5 | - |
| | | | | | | |
| Total | 414 | 25 | 388 | 26 | 345 | 30 |
| | | | | | | |
| | July 31
2012 | | January 31
2012 | | July 31
2011 | |
| | DOS | franchises | DOS | franchises | DOS | franchises |
| | | | | | | |
| Italy | 46 | 5 | 44 | 5 | 42 | 5 |
| Europe | 125 | 6 | 115 | 6 | 97 | 12 |
| Americas | 54 | - | 47 | 1 | 40 | - |
| Asia Pacific | 119 | 14 | 115 | 14 | 108 | 13 |
| Japan | 64 | - | 65 | - | 58 | - |
| Middle East | 3 | - | 2 | - | - | - |
| Africa | 3 | - | - | - | - | - |
| | | | | | | |
| Total | 414 | 25 | 388 | 26 | 345 | 30 |

4. Operating Expenses

(amounts in thousands of Euro) six months ended July 31 2012 unaudited % of net revenues six months ended July 31 2011 audited % of net revenues
Product design and development costs 56,226 3.6% 51,453 4.5%
Advertising and communications costs 68,295 4.4% 53,915 4.8%
Selling costs 488,920 31.6% 357,156 31.5%
General and administrative costs 98,178 6.3% 89,281 7.9%
Total 711,619 46.0% 551,805 48.6%

5. Interest and other financial expenses, net

(amounts in thousands of Euro) six months ended July 31 2012 unaudited six months ended July 31 2011 audited
Interests expenses on borrowings (6,184) (8,966)
Interest income 2,557 583
Exchange gains / (losses) – realized 8,203 35
Exchange gains/ (losses) – unrealized (5,074) (924)
Other financial income / (expenses) (2,413) (2,328)
Total (2,911) (11,600)

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6. Taxation

(amounts in thousands of Euro) six months ended July 31 2012 unaudited six months ended July 31 2011 audited
Current taxation 119,942 82,007
Deferred taxation (17,186) (21,430)
Income taxes 102,756 60,577

7. Earnings and dividends per share

Earnings per share

Earnings per share are calculated by dividing the net income attributable to Group's shareholders by the weighted average number of ordinary shares in issue.

six months ended July 31 2012 unaudited six months ended July 31 2011 audited
Group's net income in Euro 286,408,505 179,531,725
Weighted average number of ordinary shares in issue 2,558,824,000 2,512,349,790
Earnings per share in Euro, calculated on weighted average number of shares 0.112 0.071

On May 26, 2011, a Shareholders' Meeting of PRADA spa resolved to change the par value of the Company's shares from Euro 1 to Euro 0.1 each. In accordance with IAS 33, the number of shares in issue in 2011 was retrospectively adjusted for the purposes of the calculation of earnings per share.

Dividends per share

During the period ended July 31, 2012, the Company distributed dividends for Euro 127,941,200, as approved by the Annual General Meeting held on May 22, 2012, to approve the financial statements for the year ended January 31, 2012. The payment was arranged on July 3, 2012, and the outstanding balance was Euro 5.3 million at July 31, 2012, shown under Other current liabilities in the Statement of financial position, related to the Italian withholding tax payable, as arising from the application to the whole amount of dividends payable to beneficial owners of the Company shares held through the Hong Kong Central Clearing and Settlement System of the Italian ordinary withholding tax rate for dividends paid to non-Italian residents on or after January 1, 2012 (i.e. 20%).


During the period ended July 31, 2011, the Company distributed dividends of Euro 35 million, as approved by the Shareholders' Meeting held on March 28, 2011, to approve the financial statements for the year ended January 31, 2011. Some Euro 32.5 million of the dividend liability arising was offset against receivables due from parent company PRADA Holding bv while the remaining amount was paid in April 2011.

8. Inventories

(amounts in thousands of Euro) as at July 31 2012 unaudited as at January 31 2012 audited
Raw materials 77,094 66,575
Work in progress 23,531 17,187
Finished products 351,945 360,379
Allowance for obsolete and slow moving inventories (71,882) (69,359)
Total 380,688 374,782

The containment in finished products was achieved following planned actions aimed at further improving the sell-through retail ratio so as to better react to market changes and reduce risks.

Movements on the allowance for obsolete and slow moving inventories are analyzed as follows:

(amounts in thousands of Euro) Raw materials Finished Products Total
Balance at January 31, 2012 (audited) 29,754 39,605 69,359
Exchange differences 4 21 25
Increases 1,500 1,126 2,626
Decreases - (1) (1)
Other movements - (127) (127)
Balance at July 31, 2012 (unaudited) 31,258 40,624 71,882

9. Trade receivables, net

The Group manages the credit risk and reduces negative effects through its commercial and financial strategy. Credit risk management is performed by controlling and monitoring the reliability and solvency of customers. At the same time, the fact that the total receivables balance is not highly concentrated on individual customers and the fact that net sales are evenly spread geographically lead to a reduced risk of financial losses.


Trade receivables are detailed as follows:

(amounts in thousands of Euro) as at July 31 2012 unaudited as at January 31 2012 audited
Trade receivables from third parties 270,607 247,577
Trade receivables from related parties 21,436 18,827
Total 292,043 266,404

Trade receivables from related parties included a total amount of Euro 21.1 million essentially arising from sales of finished products and royalties to companies owned by the main shareholder of PRADA Holding bv and operating the retail business under franchise agreements.

Trade receivables from third parties increased by Euro 23 million compared to January 31, 2012, and stood at Euro 270.6 million at July 31, 2012. Higher sales and royalties, together with the weakening of Euro, were the main reasons behind the increase.

(amounts in thousands of Euro) as at July 31 2012 unaudited as at January 31 2012 audited
Third parties trade receivables, gross 283,062 259,258
Allowance for bad and doubtful debts (12,455) (11,681)
Total third parties trade receivables, net 270,607 247,577

During the six months period, there were no material changes to significantly affect the estimates making up the allowance.

Movements during the period may be analyzed as follows:

(amounts in thousands of Euro) as at July 31 2012 unaudited as at January 31 2012 audited
Opening balance 11,681 10,537
Exchange differences 187 198
Increases 917 2,369
Uses (305) (866)
Reversals (25) (557)
Closing balance 12,455 11,681

The following table contains a summary of total receivables before the allowance for doubtful debts at the reporting date:

(amounts in thousands of Euro) as at July 31 2012 unaudited Current Overdue (days)
1 < 30 31 < 60 61 < 90 91 < 120 > 120
Trade receivables 304,498 255,229 15,702 6,518 7,425 7,153 12,471
Total 304,498 255,229 15,702 6,518 7,425 7,153 12,471
(amounts in thousands of Euro) as at January 31 2012 audited Current Overdue (days)
--- --- --- --- --- --- --- ---
1 < 30 31 < 60 61 < 90 91 < 120 > 120
Trade receivables 278,085 226,300 18,991 12,096 5,031 2,167 13,500
Total 278,085 226,300 18,991 12,096 5,031 2,167 13,500

The following table contains a summary by due date of trade receivables less the allowance for doubtful accounts at the reporting date:

(amounts in thousands of Euro) as at July 31 2012 unaudited Current Overdue (days)
1 < 30 31 < 60 61 < 90 91 < 120 > 120
Trade receivables less allowance for doubtful accounts 292,043 254,682 15,607 6,335 7,238 7,117 1,064
Total 292,043 254,682 15,607 6,335 7,238 7,117 1,064
(amounts in thousands of Euro) as at January 31 2012 audited Current Overdue (days)
--- --- --- --- --- --- --- ---
1 < 30 31 < 60 61 < 90 91 < 120 > 120
Trade receivables less allowance for doubtful accounts 266,404 225,313 18,944 12,056 4,864 2,044 3,183
Total 266,404 225,313 18,944 12,056 4,864 2,044 3,183

10. Capital expenditure

Changes in the net book value of “Property, plant and equipment” in the period ended July 31, 2012, are as follows:

(amounts in thousands of Euro) Land and buildings Production plant and machinery Leasehold improvements Furniture & fittings Other tangible Assets under construction Total net book value
Balance at January 31, 2011 (audited) 145,602 15,042 220,112 72,109 24,695 59,157 536,717
Additions 40,806 7,030 110,797 29,329 18,825 51,820 258,607
Depreciation (5,055) (6,635) (62,899) (18,691) (5,850) - (99,130)
Disposals - (4) (61) (183) (63) (15) (326)
Exchange differences 1,443 28 14,637 2,405 325 3,501 22,339
Other movements 288 15 24,011 3,885 2,091 (30,627) (337)
Impairment - - (2,273) (470) (41) (1,216) (4,000)
Balance at January 31, 2012 (audited) 183,084 15,476 304,324 88,384 39,982 82,620 713,870
Additions 11,516 3,316 50,404 20,730 2,491 28,349 116,806
Depreciation (2,940) (3,447) (40,128) (11,854) (3,324) - (61,693)
Disposals (3) - (103) (297) (12,897) (1) (13,301)
Exchange differences 2,800 57 14,897 3,082 348 1,814 22,998
Other movements 3,333 123 31,358 1,832 1,320 (38,362) (396)
Impairment - - (556) (179) (16) (108) (859)
Balance at July 31, 2012 (unaudited) 197,790 15,525 360,196 101,698 27,904 74,312 777,425

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Changes in the net book value of "Intangible assets" in the period ended July 31, 2012 are as follows:

(amounts in thousands of Euro) Trade- marks Goodwill Store Lease Acquisitions Software Development costs Assets in progress Total net book value
Balance at January 31, 2011 (audited) 312,460 503,946 36,087 6,385 7,869 2,372 869,119
Additions 166 - 14,393 4,178 128 1,384 20,249
Amortization (11,025) - (8,354) (3,067) (4,726) - (27,172)
Disposals - - - (4) (1) - (5)
Exchange differences 1,707 274 358 16 - 12 2,367
Other movements - - 190 1,071 - (2,278) (1,017)
Impairment - - - (1) - (14) (15)
Balance at January 31, 2012 (audited) 303,308 504,220 42,674 8,578 3,270 1,476 863,526
Additions 115 - 1,350 572 - 2,845 4,882
Amortization (5,542) - (4,045) (1,491) (859) - (11,937)
Disposals - - - - - - -
Exchange differences 3,701 595 541 8 - (2) 4,843
Other movements - - (5) 359 - (681) (327)
Impairment - - - - - (1) (1)
Balance at July 31, 2012 (unaudited) 301,582 504,815 40,515 8,026 2,411 3,637 860,986

11. Trade payables

(amounts in thousands of Euro) as at July 31 2012 unaudited as at January 31 2012 audited
Trade payables – third parties 318,844 280,808
Trade payables – related parties 2,013 2,730
Total 320,857 283,538

The increase in Trade payables was due to the growth of the business in general.


The following table summarizes trade payables by maturity date.

(amounts in thousands of Euro) as at July 31 2012 Current Overdue
1 < 30 31 < 60 61 < 90 91 < 120 > 120
Trade payables 320,857 288,554 14,819 8,786 4,601 642 3,455
Total 320,857 288,554 14,819 8,786 4,601 642 3,455
(amounts in thousands of Euro) as at January 31 2012 Current Overdue
--- --- --- --- --- --- --- ---
1 < 30 31 < 60 61 < 90 91 < 120 > 120
Trade payables 283,538 251,483 17,392 5,507 2,553 2,131 4,472
Total 283,538 251,483 17,392 5,507 2,553 2,131 4,472

27

Management Discussion and Analysis for the three months period ended July 31, 2012

Net revenues

Consolidated net revenues for the three months period ended July 31, 2012, totaled Euro 860.6 million and recorded an increase of 28.5% (+20% at constant exchange rates) over Euro 670 million posted the same quarter of 2011.

The growth was achieved thanks to the retail channel that, scoring a 45.7% increase compared to the same three months period of 2011 (+33.9% at constant exchange rates and +20% SSSG), boosted net sales to Euro 660.3 million and compensated a 8.5% wholesale shrinkage which was expected and in line with Group's strategy of rationalization of this channel. A number of net 19 new stores (20 openings, 1 closure) were opened from May 1 to July 31, 2012.

The Asia Pacific market recorded the highest growth rate over the same three months of 2011 (+42.7% as reported and +27.1% at constant exchange rates). In Italy and in Europe, the closing of wholesale accounts was more than compensated by the progress of the retail that, thanks to travelers, recorded SSSG of 26% in Italy compared to the three months ended July 31, 2011, and of 32% in Europe.

In terms of product mix, leather goods, thanks to the performance of the retail and to travelers, drove the growth with a 48.5% increase over the three months ended July 31, 2011.

Prada was the brand leading the net sales improvement thus increasing its contribution to Group's net sales from 79.3% in the three months ended July 31, 2011, to 81.3% in the same period of 2012.

Operating results

In the three months ended July 31, 2012, EBITDA amounted to Euro 269.3 million, up by 33.3% compared to the same period of 2011 when EBITDA totaled Euro 202.1 million. The incidence on net revenues went from 30.2% to 31.3%. Main explanation of these improvements is to be found in the higher contribution of the retail channel (from 68.5% in the three months ended July 31, 2011, to 77.6% in the same period of 2012).

Group's net result totaled Euro 164.7 million and recorded a 35.2% growth over Euro 121.9 million of the same three months period of 2011. The incidence on net revenues grew from 18.2% to 19.1% even though tax rate increased from 25.1% to 26.5%.


28

Management Discussion and Analysis for the six months period ended July 31, 2012

Net revenues

For the six months period ended July 31, 2012, consolidated net revenues totaled Euro 1,547.4 million, up by 36.4% (+28.4% at constant exchange rates) on the Euro 1,134.3 million recorded in the same period of 2011.

Distribution channels

The retail channel increased by 47.2% to a total of Euro 1,230 million (Euro 835.4 million in the same period of 2011). At constant exchange rates the increase was 37.4%. This commercial growth was driven by the DOS expansion and 19% SSSG. The contribution by retail sales to the Group's consolidated net revenues advanced to 80.7% (74.8% in the first half of 2011), confirming the Group's core strategy focused on this channel. A net total of 26 new stores (28 openings, 2 closures) opened since the beginning of the period and took the total number of DOS at July 31, 2012, to 414.

The wholesale network accounted for the remaining 19.3% of total net sales, amounting to Euro 294.7 million, and achieved 4.5% growth over the same period of 2011. At constant exchange rates the increase was 1.3%. As already mentioned in the first quarter results, this channel partially benefited from a shift in deliveries to independent customers that took place at the end of the last financial year.

Markets

In the first half of 2012 the Group grew in all geographical areas.

The Asia Pacific market delivered the highest growth rate (+44.7% as reported and +31.8% at constant exchange rates) and volumes, posting net sales of Euro 532.5 million (Euro 368 million in the same period of 2011). Thus, its contribution to total net sales increased further to 34.9% (32.9% in the same period of 2011). Growth was achieved almost entirely through the retail channel which recorded a +46.8% increase (+20% SSSG and +33.3% at constant exchange rates). At July 31, 2012, the DOS network numbered some 119 stores, including 5 stores newly opened during the period. The Greater China area (China, Hong Kong and Macau) contributed SSSG of +21% and posted net sales of Euro 334.6 million, an increase of 50.2% compared to Euro 222.8 million recorded for the six months ended July 31, 2011.

As the Group's second largest market, Europe (excluding Italy) contributed 22.9% of total net sales for the six months ended July 31, 2012, some Euro 348.7 million (Euro 250.7 million in the same period of 2011). The increase (+39.1% as reported and +36.5% at constant exchange rates) was quite impressive considering the particularly difficult economic situation in the Euro zone. The appeal of the Group's stores, together with the momentum of the Prada and Miu Miu brands, successfully captured the continued growth in tourist numbers attracted also by a weak Euro. The boost in business was entirely delivered by the retail network performance (+63.5% as reported,


+31% SSSG and +59.8% at constant exchange rates) which largely offset the impact of the selective rationalization strategy of the wholesale business. Ten new DOS were opened in Europe, taking the total number to 125. It is worth highlighting the opening of the largest store in Moscow, in an impressive building located at Stoleshnikov Pereylok, and the unveiling of the refurbished Prada flagship store in Old Bond Street, London.

Net sales on the Italian market totaled Euro 259.3 million with a 21.5% increase compared to Euro 213.4 million for the same period in 2011. The retail channel recorded a 37.4% increase (+22% SSSG) while the wholesale business showed a +2.5% rise.

The American market generated total net sales of Euro 224.7 million, 30.8% more than the Euro 171.9 million posted in the same period of 2011 (+18.8% at constant exchange rates). Both channels reported excellent growth rates: retail increased by 38.8% (+10% SSSG, +25.9% at constant exchange rates) and wholesale increased by 17.7% (+7.4% at constant exchange rates). In the first half of 2012, the Americas area saw the opening of the first stores in two emerging markets (2 stores in Sao Paolo, Brazil, and 2 stores in Mexico City, Mexico). The DOS network included some 54 shops at July 31, 2012.

The Japanese market generated net sales of Euro 143.9 million, with a 34.2% increase (+19.8% at constant exchange rates) over the same period in 2011. To the growth contributed also a number of net 7 stores opened in the second half of 2011 other than a 3% SSSG.

The retail development strategy implemented in the Middle East led to the doubling of net sales in Other countries compared to the same period of 2011 (+149.8% as reported and +136.2% at constant exchange rates). During the six months ended July 31, 2012, the Group opened in the prestigious Mall of the Emirates, an undisputed luxury shopping destination, its third store in Dubai. In addition, it is worth mentioning the opening of the first 3 stores in Casablanca, Morocco, during the second quarter 2012.

Products

All product divisions achieved double digit growth rates over the same period of 2011. However, leather goods, which contributed 61.8% of total net sales, was confirmed as the leading segment with net sales totaling Euro 943.1 million and reporting a +52.7% increase (+43% at constant exchange rates). This was mainly due to retail business expansion in the Asia Pacific market where handbags and leather accessories represent the core of the product sales mix. The shift in wholesale deliveries at the end of 2011 materially affected the slowdown of the growth rate for clothing and footwear that was seen between the first and second quarters of 2012.

Brands

The Prada brand increased its net sales to Euro 1,233.4 million with a growth of 40.4% (+32.1% at constant exchange rates) over the net sales of Euro 878.4 million recorded in the same period of 2011. The brand's contribution to total net sales increased to 80.9% compared to 78.6% of the same period of last year. The performance compared to the 2011 results was driven by

29


the retail channel which achieved a +52.3% increase (+42.2% at constant exchange rates). The Prada Woman Spring/Summer 2012 collection with its fifties-style inspiration contributed towards the great success and confirmed Prada as a sophisticated interpreter of its times and a forerunner of style and trends. Like bananas and monkeys last summer, cars and cartoon prints became iconic items for the entire season.

The Miu Miu brand contributed 16.1% to total Group net sales, recording net sales of Euro 246 million in the first half of 2012. The increase over the same period of last year was +23.7% (+15.8% at constant exchange rate), mainly thanks to the leather goods division which achieved +21.2% growth and contributed 62.6% of total Miu Miu net sales. During the six months ended July 31, 2012, the retail network continued to expand with 8 new DOS.

In the first half of 2012 the Church's brand achieved growth of 14.8% over the same period of 2011. At constant exchange rates the increase was 9.5%. In Europe, Church's main market, net sales were strong and increased by 20.6% compared to the same period of 2011 (+14.1% at constant exchange rates).

Car Shoe net sales increased by 16.8% (+15.2% at constant exchange rates) essentially because of a shift in deliveries at the end of last year.

Royalties

The licensed products business grew by 34.4% during the period ended July 31, 2012, and contributed net revenues of Euro 22.7 million (Euro 16.9 million for the same period ended July 31, 2011). The growth was mainly thanks to higher sales of eyewear and to royalties earned under a new licensing agreement with LG for the sale of the new PRADA Phone by LG 3.0, a premium handset which combines high-end technology with a design that embodies superior style.

Operating results

Profitability measured at Gross margin level improved from 71% to 71.5% on net revenues, largely because of the progress achieved by the retail channel and the positive impact of exchange rate fluctuation.

EBITDA for the six months ended July 31, 2012, totaled Euro 469.4 million, 49% more than the Euro 315 million reported for the same period of the previous year. As a percentage of net revenues, EBITDA improved further compared to the first quarter 2012, when it represented 29.1% of net revenues, and increased to 30.3% from the 27.8% recorded in the six months ended July 31, 2011. Taking advantage of the Gross margin improvement, EBITDA achieved more growth benefitting from a significant leverage effect on operating expenses. In actual fact operating costs increased in absolute terms, from Euro 551.8 million in the six months period ended July 31, 2011, to Euro 711.6 million, but decreased from 48.6% to 46% as a percentage of net revenues.

More in detail, product design and development expenses increased slightly compared to the six months period ended July 31, 2011, but decreased as a

30


percentage of net revenues as most of the costs of this corporate area are fixed.

Advertising and communications costs in both periods were essentially driven by the purchase of media spaces. Moreover, in the first half of 2012, the Group started to sponsor the Luna Rossa yacht which has started racing in the 2012 America's Cup World series and took part in regattas in Naples, Venice and Newport in the first half of the year.

Selling costs increased from Euro 357.2 million in the first half of 2011 to Euro 488.9 million. They remained almost unchanged as a percentage of net revenues notwithstanding a total of 69 new DOS, net, opened since July 31, 2011 (including 26 opened in the first half of 2012).

General and administrative expenses increased to Euro 98.2 million in the first half of 2012 from Euro 89.3 million. The business expansion led to higher overhead expenses, mainly labor costs and consultancy expenses.

EBIT improved to stand at Euro 394.9 million with a 55.8% increase on the Euro 253.4 million recorded in the six months ended July 31, 2011. As a percentage of the Group's net revenues, EBIT increased to 25.5% from 24% already reached in the first quarter of 2012 (22.3% in the six months ended July 31, 2011).

Essentially because of a reduction in bank borrowings, together with an important increase in liquidity, net finance charges for the six months ended July 31, 2012, totaled Euro 2.9 million, a significant reduction on the amount of Euro 11.6 million recorded in the same period of 2011.

The effective tax rate increased from 25.1% in the first six months ended July 31, 2011, to 26.2%, essentially because of higher taxable income earned in countries with higher tax rate.

The Group's net income amounted to Euro 286.4 million with 59.5% growth on the net income of Euro 179.5 million reported for the six months ended July 31, 2011.

Net invested capital

At July 31, 2012, Net invested capital stood at Euro 1,944.8 million, Euro 127.5 million higher than at January 31, 2012. The increase was the natural of the development of Group operations and there was no significant variance in the composition of Net invested capital.

The Group's equity strengthened further and overcame Euro 2 billion notwithstanding the decrease due to dividends of Euro 128 million recognized to PRADA spa shareholders, as approved by the Annual General Meeting held in Hong Kong on May 22, 2012, on the financial statement for the year ended January 31, 2012 (including Euro 123 million disbursed on July 3, 2012, and Euro 5.3 million payable at July 31, 2012, for withholding on dividends to non-Italian residents beneficial owners). The result was possible thanks to the net income generated by the Group together with the positive impact of the revaluation of net assets outside the Euro zone.

31


32

Net financial position

The free cash flows generated during the first half of 2012 enabled the Group to raise enough liquidity to increase the net financial surplus to Euro 82.5 million despite dividends totaling some Euro 126 million as paid to PRADA spa shareholders (Euro 123 million, net of withholding payables to non-Italian residents beneficial owners) and Non-controlling interests (Euro 3 million).

Analysis of Capital expenditure

The increase in Property, plant and equipment was mainly driven by the capital expenditure incurred during the first six months of the year, as allocated as follows: Euro 90.5 million in the retail area, Euro 11 million in the production and logistics area and Euro 20.2 million in the corporate area.

Outlook for second half of 2012

Market conditions are expected to remain very challenging for the short term with some more general volatility. Against this backdrop, the Group has shown so far a remarkable capacity to grow, meeting plans and expectations and further strengthening its leading position in the luxury industry. The Directors thus remain confident about the near future and will continue to pursue the retail focused strategy which is an essential pillar of our long term growth prospects.


33

Corporate governance practices

The Company is committed to maintaining a high standard of corporate governance practices and fulfilling its commitment to effective corporate governance. The corporate governance model adopted by the Company consists of a set of rules and standards with the aim of establishing efficient and transparent operations within the Group, to protect the rights of the Company's shareholders and to enhance shareholder value. The corporate governance model adopted by the Company is in compliance with the applicable regulations in Italy, as well as the principles of the Corporate Governance Code (the "Code") contained in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

Compliance with the Corporate Governance Code of the Listing Rules

The Board has reviewed the Company's corporate governance practices and is satisfied that the Company has been in compliance with all the applicable code provisions set out in the Code on Corporate Governance Practices (effective until March 31, 2012) and Corporate Governance Code (effective from April 1, 2012) contained in Appendix 14 of the Listing Rules throughout the six months ended July 31, 2012.

The Board

The Board of Directors of the Company (the "Board") is responsible for setting up the overall strategy as well as reviewing the operation and financial performance of the Company and the Group.

As resolved at the Annual General Meeting of the Company on May 22, 2012, the following persons were re-elected as members of the Board and Ms. Miuccia Prada Bianchi was elected as the Chairperson of the Board (and the other executive roles were confirmed at the first Board meeting thereafter in accordance with Italian law and the by-laws of the Company (the "By-laws") for a term of three financial years, ending on the date of the shareholders' meeting called to approve the financial statements for the last year of the Board's office:

  • Ms. Miuccia Prada Bianchi as executive director and Chairperson of the Board;
  • Mr. Patrizio Bertelli as executive director and Chief Executive Officer;
  • Mr. Carlo Mazzi as executive director and Deputy Chairman;
  • Mr. Donatello Galli as executive director and Chief Financial Officer;
  • Mr. Marco Salomoni as non-executive director;
  • Mr. Gaetano Micciché as non-executive director;
  • Mr. Gian Franco Oliviero Mattei as independent non-executive director;
  • Mr. Giancarlo Forestieri as independent non-executive director; and

Mr. Sing Cheong Liu as independent non-executive director.

The Board has established the following committees:

  1. Audit Committee
  2. Remuneration Committee
  3. Nomination Committee

Audit Committee

The Company has established an audit committee in compliance with Rule 3.21 of the Listing Rules. The members of the audit committee consist of three independent non-executive directors, namely, Mr. Gian Franco Oliviero Mattei (Chairman), Mr. Giancarlo Forestieri and Mr. Sing Cheong Liu. The primary duties of the audit committee are to review and supervise our financial reporting process and internal controls of the Group. The Audit Committee has held three meetings on March 29, 2012, June 7, 2012, and September 24, 2012, with an attendance rate of 100% to discuss the auditing and internal controls activities of the Group, to review the audited separate and consolidated financial statements of the Company for the year ended January 31, 2012, to appoint its Chairman following the Annual General Meeting on May 22, 2012, to review the unaudited consolidated quarterly financial statements of the Company for the three months ended April 31, 2012, and the unaudited consolidated interim financial statements of the Company for the six months ended July 31, 2012, before recommending to the Board for approval.

Remuneration Committee

The Company has established a remuneration committee in compliance with the Code. According to its terms of reference, the primary duties of the remuneration committee are to make recommendations to the Board on the Company's policy and structure for all remuneration of directors and senior management and the establishment of a formal and transparent procedure for developing policy on such remuneration. The remuneration committee consists of two independent non-executive directors, Mr. Gian Franco Oliviero Mattei (Chairman) and Mr. Giancarlo Forestieri and one non-executive director, Mr. Marco Salomoni. The Remuneration Committee has held two meetings on March 27, 2012, and June 7, 2012, with an attendance rate of 100% to discuss the update of the plan for attribution of specific benefits to the management of the Company, the renewal of the consultancy agreements with two Executive Directors, Ms. Miuccia Prada Bianchi and Mr. Patrizio Bertelli, the proposal of allocation of the aggregate compensation of the Directors and the Committee members which was resolved by the Annual General Meeting of the Company on May 22, 2012, and to appoint its Chairman following the Annual General Meeting on May 22, 2012.

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Nomination Committee

The Company has established a nomination committee on March 29, 2012, to comply with the Code. According to its terms of reference, the primary duties of the nomination committee are to make recommendations to the Board on the structure, size and composition of the Board itself, on the selection of new Directors and on the succession plans for Directors. The nomination committee consists of two independent non-executive directors, Mr. Gian Franco Oliviero Mattei (Chairman) and Mr. Sing Cheong Liu (who replaced Mr. Giancarlo Forestieri as a Committee member on June 7, 2012) and one non-executive director, Mr. Marco Salomoni. The Nomination Committee has held one meeting on June 7, 2012, with attendance rate of 100% to appoint its Chairman following the Annual General Meeting on May 22, 2012.

Supervisory Body

In compliance with Italian Legislative Decree 231 of June 8, 2001 (the "Decree"), the Company has established a supervisory body whose primary duty is to ensure the functioning, effectiveness and enforcement of the Company's Model of Organization, adopted by the Company pursuant to the Decree. The supervisory body consists of three members appointed by the Board selected among qualified and experienced individuals, including non-executive director, qualified auditors, executives or external individuals. The supervisory body consists of Mr. David Terracina (Chairman), Mr. Franco Bertoli and Mr. Marco Salomoni.

Board of Statutory Auditors

Under Italian law, the Company is required to have a board of statutory auditors, appointed by the Shareholders, which has the authority to supervise the Company on its compliance with the law and the By-Laws, compliance with the principles of proper management and, in particular, on the adequacy of the organizational, administrative and accounting structure adopted by the Company and on its functioning.

As resolved at the Annual General Meeting of the Company on May 22, 2012, the following persons were elected/re-elected as members of the board of statutory auditors of the Company for a term of three financial years, ending on the date of the shareholders' meeting called to approve the financial statements for the last year of the board of statutory auditors' office:

Mr. Antonino Parisi as statutory auditor and Chairperson of the board of statutory auditors;

Mr. Roberto Spada as statutory auditor; and

Mr. David Terracina as statutory auditor.


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Dividends

The Company may distribute dividends subject to the approval of the shareholders in an ordinary shareholders' meeting.

On March 29, 2012, the Board of Company recommended the payment of a final dividend of Euro/cents 5 per share in the capital of the Company, representing a total dividend of Euro 127,941,200. The Shareholders approved this dividend at the Annual General Meeting of the Company held on May 22, 2012. The dividend was paid on July 3, 2012.

Directors' Securities Transactions

The Company has adopted written procedures governing Directors' securities transactions in compliance with on terms no less than the standard set out in the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") as set out in Appendix 10 of the Listing Rules. Relevant employees who are likely to be in possession of unpublished price-sensitive information of the Group are also subject to compliance with written procedures. Specific written confirmations have been obtained from each Director to confirm compliance with the Model Code for the six months ended July 31, 2012. There was no incident of non-compliance during the six months ended July 31, 2012.

Purchase, Sale, or Redemption of the Company's Listed Securities

Neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company's listed securities during the six months ended July 31, 2012.


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Publication of Interim Results Announcement and Interim Report

The interim results announcement of the Company is published on the websites of the Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the Company at www.pradagroup.com. The interim report will be available on the same websites and despatched to the shareholders of the Company in due course.

By Order of the Board
PRADA S.p.A.
Mr. Carlo Mazzi
Deputy Chairman

Milan (Italy), September 24, 2012

As at the date of this announcement, the Company's executive directors are Ms. Miuccia PRADA BIANCHI, Mr. Patrizio BERTELLI, Mr. Carlo MAZZI and Mr. Donatello GALLI; the Company's non-executive directors are Mr. Marco SALOMONI and Mr. Gaetano MICCICHÉ and the Company's independent non-executive directors are Mr. Gian Franco Oliviero MATTEI, Mr. Giancarlo FORESTIERI and Mr. Sing Cheong LIU.