AIRIMINUM bilancio 2015 by OP + OF

FINANCIAL STATEMENTS 2015 AIRiminum 2014 S.p.A.

Rimini, 30th March 2016

SUMMARY AIRiminum 2014 S.p.A Corporate structure Management Company of â&#x20AC;&#x2DC;Federico Felliniâ&#x20AC;&#x2122; Airport of Rimini and San Marino

p. 7

AIRiminum 2014 S.p.A Board of Directors

p. 7

AIRiminum 2014 S.p.A Board of Statutory Auditors

p. 7

Auditing firm

p. 7

Management Report for the fiscal year closed as at 31st December 2015

p. 13

Financial statements for the fiscal year closed as at 31st December 2015

p. 57

Explanatory notes

p. 67

Report of the Board of Statutory Auditors

p. 99

Report of the Auditing firm

Summary

p. 107

p. 3

AIRiminum Company data

AIRiminum 2014 S.p.A Corporate structure as at 30th March 2016

On the basis of the findings of the Shareholders’ Register and other information available to the Company, as at the date of the financial statements preparation, the shareholders of AIRiminum 2014 S.p.A. are as follows:

Armonie S.r.l.

46,00%

Rimini Partecipazioni S.r.l.

23,75%

Synergie 4 Airiminum S.r.l.

16,00%

Eds Infrastrutture S.p.A.

11,88%

Free Energia S.p.A.

2,38%

The Board of Directors in office is as follows: Laura Fincato

President of the Board of Directors

Leonardo Corbucci

Chief Executive Officer

Lucio Laureti

Director

Roberto Montesi

Director

Simone Badioli (*)

Director

Board of Directors

(*) On 30th March 2016 Simone Badioli was co-opted by the Board of Directors, in accordance with art. 2386 Civil Code, as new director of the Company, substituting the outgoing Raffaele Ciuffoli. The Board of Statutory Auditors, as appointed by the Shareholders’ Meeting on 20th January 2016, is composed as follows: Dr. Zanessi Alberto

President of the Board of Statutory Auditors

Lawyer Ceccarelli Silvia

Statutory Auditor

Dr. Bernardi Fabio

Statutory Auditor

Dr. Briatico Vangosa Alfredo

Alternate Auditor

Dr. Ciavarella Luca

Alternate Auditor Auditing Firm

The Shareholders’ Meeting on 20th January 2016 appointed Baker Tilly Revisa S.p.A. as Auditing Firm for the 2015-2017 fiscal years.

AIRiminum Company data

Board of Statutory Auditors

p. 7

Letter to Shareholders Dear Shareholders, this report, in support of the Financial Statements of AIRiminum 2014 S.p.A., concessionaire of the total management of the “Federico Fellini” Airport of Rimini – San Marino (hereinafter referred to as “AIRiminum 2014” or “AIRiminum” or simply the “Company” or the “Airport”), for the fiscal year closed as at 31/12/2015, by presenting the performance of the Company as at 31st December 2015, also provides, in some specific sections, the analysis of the performance and the economic, patrimonial and financial results of the AIRiminum 2014 S.p.A. Group, formed by the Company itself and by the wholly-owned company AIRhandling S.r.l. (hereinafter jointly referred to as “AIRiminum Group” or simply “Group”), even if the Group consolidated Financial statements as at 31st December 2015 had not been prepared since, in compliance with art. 27 of the Legislative Decree 127/91, the established quantitative limits were not exceeded. The Group structure as at 31st December 2015 is presented below, with a brief description of the typology and activities carried out by the subsidiary company AIRhandling S.r.l.: • AIRiminum 2014 S.p.A. - parent company and manager of the Airport of Rimini - San Marino. • AIRhandling S.r.l. - 100% owned by AIRiminum 2014 - company that carries out handling services on Italian and foreign civil and military airports and currently carries out said services at the Airport of Rimini - San Marino, by virtue of the ENAC certification (Italian Civil Aviation Authority) which it owns as provider of airport ground handling services. An examination of the main quantitative and economic data of the Company highlights that, from an industrial point of view, the fiscal year closed positively on 31st December 2015. The air traffic of Rimini Airport showed good results in 2015, considering that it is only the first year of activity of the Company (actually, not even a full year since the first flight was on 1st April), it recorded about 161,000 passengers (civil and business ones), with a total of 2,717 air traffic movements. Regarding the economic results, 2015 fiscal year ended with 3.4 million Eur of consolidated revenues and 2.7 million Eur of operating revenues for AIRiminum 2014; the consolidated EBITDA amounts approximately to Eur 643,000 (19.2%) and the EBITDA of AIRiminum 2014 amounts to around Eur 528,000 (19.6%). The consolidated net profit is of Eur 235,000 circa and the net income for the fiscal year of AIRiminum 2014 amounts to Eur 419,000 circa.

Letter to Shareholders

p. 9

The equity structure of the Company is balanced and the net financial position is positive, because of the effect of the operational management cash flows, capital contributions by the shareholders during the first year of activity and the lack of indebtedness towards banks. Although positive, those results have been influenced by a series of external factors that inevitably limited the possible achievement of greater volumes in the first year, such as: • the closure of the airport on 31st October 2014 after that the Court of Rimini – during a strategic period for the planning of the next season – decided to interrupt the temporary operation started 12 months before, following the bankruptcy of the former management company, only 13 days after AIRiminum 2014 won the ENAC tender. This closure generated a situation of uncertainty in the market, which was resolved only with the airport reopening on 1st April 2015; • the judgment of the Regional Administrative Court of Emilia Romagna of 11th September 2015 that cancelled the ENAC invitation to tender and, consequently, all the following administrative provisions (thus questioning the capability of AIRiminum 2014 to manage the airport) that threw the whole management into a new situation of uncertainty and affected negatively the 2015 – 2016 winter season, as well as the basis for the whole 2016 fiscal year. Despite the unfavourable scenario, the positive profitability condition of the management represents the first great success of AIRiminum 2014 (a privately held company), managing company chosen by ENAC through a tender after the painful bankruptcy of the former management company, which had a debt of over 50 million Eur. The results of 2015, besides determining the solid foundations upon which the strategic lines and the business model are to be planned, have to strengthen the beliefs of the shareholders, the management, the employees and all the external stakeholders (primarily from the territory) and convince them to make every effort to win this challenge: the ultimate relaunch of Federico Fellini airport. It can be said that 2015 is to be interpreted as a year of transition in the overall picture of thirty-year total management of Federico Fellini Airport assigned to AIRiminum 2014 (from an industrial point of view it was born only on 1st April 2015, with the landing of the first Transaero aircraft and was frozen after the above-mentioned Regional Administrative Court sentence of 11th September 2015). With the following judgment of the State Council, published on 21st March 2016 that recognizes the legitimacy of the ENAC tender, the AIRiminum 2014 management actually started all over, but this time really for a period of thirty years. 2016 represents the year during which foundations will be created for new development and investment that aim at transforming the Federico Fellini airport into the main tool for the economic and touristic progress of the territory, making it the main tourist operator in Romagna and a main protagonist in the Italian scenario regarding the airports of national interest.

AIRiminum Financial statements 2015

Dear Shareholders, I would like to give my heartfelt thanks to the whole Board of Directors, the Board of Statutory Directors, the Management and the employees who with their tenacity, their efforts and their sacrifices in this particular year 2015, contributed daily to the achievement of positive economic and traffic results, highlighted in the Financial Statements closed on 31st December 2015 by the Company and which we submit for your approval with the following proposal for profit allocation, for the total amount of Eur 419,312: â&#x20AC;˘ 5% on the basis of statutory provisions and art. 2430 of the Civil Code as a legal reserve, for Eur 20,966; â&#x20AC;˘ the remaining 95% for Eur 398,346 to be carried forward.

The President of the Board of Directors Laura Fincato

Letter to Shareholders

p. 11

MANAGEMENT REPORT for the fiscal year closed as at 31st December 2105

1. ECONOMIC SCENARIO AND ANALYSIS OF THE SECTOR

During 2015, the global economic activity continued its expansion, even if moderately and with different intensity among the main areas. Generally, the dynamics seems to be more solid in the main advanced economies, while among the Emerging Countries there is a substantial and persistent weakness. In the main emerging economies the overall picture remains weak, held back by structural obstacles and macroeconomic imbalance, with very different trends among the countries: the intensifying of the recession in Brazil contrasts with the positive evolution of the economic situation in India and the mitigation of the fall of GDP in Russia. These operations determined a high instability of international financial markets, the effects of which are still ongoing.

Summary of the international macroeconomic scenario

The economic activity of the Euro Area maintained a positive trend during the year, thanks, in particular, to the household consumption recovery, while the export boost abated. Among the best economies of the Euro Area, Spain is stressing the greatest growth (despite reporting a deep recession during the last few years), while the performance of France and Germany is more moderate. Also in Italy the GDP has finally started to grow again, defining the exit of the Italian economy from the recession, supported by the positive effects of the Quantitative Easing, the lowering of the crude oil price (which raised the purchasing power of the families and the profitability of enterprises), the weakening of the Euro and the more expansionary orientation of the government fiscal policy. Despite a scenario of recovery consolidation for both the Euro Area and Italy, some uncertainties remain, which are related to the trend of international trade, the slowdown in emerging economies, the still geopolitical tension in the Middle East and North Africa, but also to a general instability of financial markets. During 2015, the economy of the Euro Area consolidated its dynamics of moderate growth: according to the latest estimates, the GDP of the Eurozone reported an increase of +1.5% on an annual basis (after +0.9% of the last year), supported by the positive household spending that compensated the weak investment and the abatement of the export boost, due to the deterioration of the international background. Among the main countries of the Euro Area, the exit of Italy from the recession (+0.6% the esteemed variation in 2015) and the acceleration of the economic activity in Spain (+3.2% annual) are to be reported, while the GDP dynamics in Germany (+1.5% annual) and France (+1.1% annual) seem to be more moderate. The most recent economic indicators seem to confirm the continuation of the economic growth in the Eurozone, at the same pace as the previous period and with homogeneous trends among the main Countries, thanks to the support of domestic demand. However, there are some risks related to the slowdown of the Emerging Countries and the intensifying of the political tensions in the Middle East that can weigh on the international

1. Economic scenario and analysis of the sector

p. 15

Macroeconomic dynamics of the Euro Area

growth, on the foreign demand in export from the Eurozone, as well as on trust in general. On the production side, there are some signs of recovery of the industrial production that in 2015 increased by 1.4% compared to the same period of the previous year. The expansion of the production activity is confirmed by the general improvement of the results coming from the latest qualitative surveys carried out with enterprises. The domestic demand continues its gradual recovery, supported by a series of factors, such as the accommodating monetary policy orientation, the collapse of oil prices and the improvement of financial conditions of families and enterprises. The commercial exchange trend, despite the slowdown in the demand from the Emerging Countries and, in particular, the decrease in trade flows with Russia, remained on a path of vibrant growth, supported also by the Euro depreciation towards the main international currencies: during 2015, the export of goods rose by 5.3% compared to the same period of the previous year. Inflation, after hitting rock bottom in January 2015, gradually rose again, reaching +0.2% per year in December (-0.2% per year at the end of 2014). The decrease in energy goods, despite a slight attenuation, contributes to the weakness of the inflationary framework. Besides the more volatile components, such as energy and food, core inflation maintained a stable trend, reporting, in the first part of the year, values slightly below 1.0% (+0.9% in December 2015). The Italian economy

The Italian economy showed a slight recovery during 2015 that defines the exit from the recession started in 2012: according to the latest estimates, the Italian GDP increased by 0.6% per year, after three consecutive negative years (-0.4% in 2014, -1.7% in 2013, -2.5% in 2012). The expansion of the Italian economic activity has been mainly supported by household spending that compensated the decrease in fixed investment and the weakening of export that was contained, just like the rest of the Euro Area, by the declining demand from the main emerging economies. As for production, there are some slight signs of recovery of the industrial production that on average in 2015 showed an annual increase by 1.0% compared to the same period of the previous year. The domestic demand continues its gradual improvement phase: the household spending kept growing in the 3rd trimester of the year (+0.4% per trimester), giving a strong impulse to the growth of the Italian GDP. In January, the trust of consumers reached its historical high, thanks to more favourable evaluations on the general trend of the economy and the occupational dynamics, in line with the recovery of the labour market. The Italian unemployment rate gradually decreased during this year, reaching 11.4% in December, staying for the 6th consecutive month below 12% and on its minimum value since the end of 2012. Regarding the international trade exchange, the weakness of the demand from emerging economies started to have its effects also on the Italian export that, during the second part of the year, slowed down its growth pace, although reporting, on average in 2015, the highest variation of the last three years (+3.7% per year). Imports are moderately growing too (+3.3% is the average annual variation in 2015). Inflation, after reaching an all-time low at the beginning of 2015, remained at contained

AIRiminum Financial statements 2015

levels for the rest of the year. Moreover, there are other negative signs coming from public finance data. According to the latest available information, the Italian government debt, after reaching its historical high in May, arrived at 2,169.9 billion Eur in December, showing an increase by 1.6% (+34 billion) compared to the end of 2014. The forecasts of the Bank of Italy regarding the Italian economy show a progressive strengthening of the cyclical recovery, with a GDP growth by 1.5% in 2016 and that should continue with a similar intensity in 2017, benefitting from a global growth. (Source: Economic Bulletin, Bank of Italy, January 2016)

The overall volume of air passenger traffic increased by 6.5% in 2015, way above the average annual growth reported in 10 years, which was 5.5%. While the economic framework has been weaker in 2015 than in the previous year, the passenger traffic received a great boost, thanks to lower air fares: in 2015, worldwide air fares were diminished by about 5% compared to 2014; this driver represented half of the annual traffic growth. The global traffic percentage surpassed the growth in the capacity offered and, in 2015, the global load factor reached its historical high at 80.3%. The airline passenger load factor increased for all the airlines in every region, with the exception of the Middle East, while the increase in seat availability was higher than 10% of passenger traffic compared to passenger air traffic growth. The slowdown of traffic growth occurred at the end of 2015 can be attributed to temporary factors, such as the airline strikes in Europe. That being said, the worldwide forecasts suggest that the current economic conditions will remain promising regarding the passenger traffic in 2016. Moreover, a further drop of oil prices, reported in the last few months, will be another motivation for the air transport growth for the whole current year. In 2015, the international passenger market increased as a whole by 6.5%. The fastest growth was reported in the Middle East airlines, whose international traffic reached 14.2% in 2015, and surpassed that of North American airlines (13.4%). The Asian airlines of the Pacific side contributed for a third of the overall international traffic annual growth of 2015, with a progress volume of 8.2% in comparison with the previous year. The 7.3% increase of direct links between airports and the Asian region during 2015 stimulated the demand, resulting in time saving for the passengers and compensated the negative impact of the economic growth slowdown of these areas. European airlines also significantly contributed to the overall international growth; the 5.0% increase of the international traffic was supported by a recovery of consumption in the Eurozone and by a moderate boost of flight frequencies in this region. That being said, the international traffic dropped during the last months of the year, after the Lufthansa strike and the closing of the Transaero Russian airline. The international traffic volumes of North American airlines grew by 3.2% in 2015 - basically they remained unchanged compared to 2014. With the solid economic condition of the USA that kept supporting the demand in passengers, 2015 was the first year since 2003 in which the international traffic of North American airlines reported a slower growth compared to domestic traffic.

1. Economic scenario and analysis of the sector

p. 17

Air transport sector

Latin American airlines are the opposite case: their international traffic increased by 9.3% in 2015. The international traffic uptrend showed some signs of slowdown at the end of last year. However, domestic traffic reported a downtrend for the whole 2015, due to difficult conditions of local economies, especially in Brazil. The international traffic volumes of African airlines grew by 3.0% in 2015 - a recovery compared to 2014, but still too slow for an emerging market. The international traffic increased dramatically in the second half of 2015, together with a boost in commercial activities in this region. Regarding the domestic markets, in Russia, the national market increased by 6.2%, thanks to a significant decrease of travels towards international destinations, due to rouble crisis. The air traffic in this country has been substantially reduced also because of the bankruptcy of the Transaero airline (second Russian airline); there is, according to forecasts, a real risk of economic contraction for one more year. (Source: IATA, Air Passenger Market Analysis, December 2015)

Air traffic trend in Italy

In 2015, the Italian air traffic registered 157.2 million passengers, showing a 4.5% growth that corresponds to almost 7 million passengers more compared to 2014. Even in 2015 the increase of passengers affected almost all Italian airports, thereby attesting a growth capacity of the air traffic in every area of the country. The trend of the national traffic is also favourable as there is an increase by +1.2% compared to 2014. Data on airplane movements had been significant too. We observed a +1% increase compared to 2014 (total movements: January - December 2015: 1,458.4 thousand movements), which testifies that the increasing number of passengers in 2015 was due not only to a higher occupancy rate in airplanes, but also to a wider choice of flights. Moreover, information relating to the cargo sector has been extremely positive. In 2015, the total volume of goods transported was 985,532 tonnes, that is to say almost 34 thousand tonnes more than in 2014. (Jan - Dec 2015: +3.6% than Jan – Dec 2014). The positive results recorded during the last year show how much the Italian airport sector helps achieving higher air connectivity in Europe, which has a major impact on the economy, as stressed by a recent survey of the Cassa Depositi e Prestiti (Deposits and Loans Fund). (Source: Assoaeroporti – Data on airport traffic 2015)

Rimini airport location

According to the criteria set out in article 698 of the Italian Navigation Code, the Rimini airport is considered among the 38 airports of national interest within the north-central area, as approved by the Council of Ministers with a draft decree from the President of the Republic on 17th September 2015 n. 201 about the “Regulation on the identification of airports of national interest, in accordance with Article 698 of the Italian Navigation Code (15G00213) (GU General Series n.294 of 18-12-2015” - date of entry into force of this provision: 02/01/2016). The Airport of Rimini had been the second most important airport of the region – after the one of Bologna – in terms of annual number of passengers until 2014, year in which

AIRiminum Financial statements 2015

the previous management Company went bankrupt. Furthermore, over recent years, it turned out to be one of the best in Italy regarding the Russian flights. Then, with the coming of AIRiminum 2014 on 1st April 2015, civil aviation was resumed (business and general).

1. Economic scenario and analysis of the sector

p. 19

2. STRATEGIC OBJECTIVES 2015 is the first year of activity for the Company and for 2016 fiscal year the lines of action will have the following objectives: 1. Consolidating the reference market, represented by the “incoming tourism” business line, through: a. the reorganisation of charter traffic (especially from Russia) with a more integrated model with the airport and in coordination with the territory (as a private operator and an institutional party in charge of tourism development). The goal is to create a growth model controlled and coordinated by territorial policies through which specific and well-targeted policies on investments and marketing are communicated. b. building commercial and strategic relationships with leading airlines that are able to reinforce the growth plan of the airport. The goal is to offer to the incoming flow of passengers a different channel from the charter traffic.

2. Building strategic relationships with airlines for the development of a network of regular and established routes, which are well integrated and synergetic (also for feeder strategies), to develop a strategic reference model of the Federico Fellini Airport already in 2017, through the creation of working groups with: a. airlines and territorial organisations to identify strategic routes for airlines, the territory and hence for the airport. The aim is to start sharing the goals from the very beginning, in terms of strategic network of routes, with all the parties (airport, territory and airlines), especially to develop the “outgoing and business” line for the Rimini airport; b. a series of leading economic, exhibition and conference operators of the territory to develop also the business line “tourism for exhibitions, conferences and events” (RiminiFiera, Convention Centre of Rimini, Convention Centre of Riccione, Moto GP in Misano, etc...);

3. Reinforce business and institutional relationships with the Russian Federation through the implementation of a business model specifically designed for this strategic market and which in future years will become more and more central on the international scene. This goal must be pursued through: a. the creation of more and more connected communication channels between Russian and Italian institutional authorities in order to promote the management

2. Strategic objectives

p. 21

of some constraints deriving from the bilateral agreement between Italy and the Russian Federation (for this reason, in March 2016 there will be an opening of aoperative desk of the Honorary Consulate in Bologna at the Federico Fellini airport and the inauguration on 31st March 2016 at the Municipality of Rimini, with invitation extended to all important Russian institutional representatives, starting from the Italian ambassador to the Russian Federation). A better integration and connection with the Russian Federation, starting from a commercial basis (passengers, services and freight traffic), can only develop from strategic, political and cultural basis. b. the creation of working groups with different tour operators, companies etc.… interested in recognising the Rimini airport as the base for the development of the line “outgoing to the Russian Federation”. The few airlines that flew to Rimini in 2015 during the summer (maximum 2 days per week, Wednesdays and Saturdays), were mainly filled by tour operators, so working almost exclusively through the incoming business tourism line, in the same way as charters (see in 2015 Airberlin, Transaero, etc.). Obviously, this kind of model does not improve the airport possibility to develop continuous and consolidated outgoing policies and to set up a strategic project towards the Russian market. The main goal, that the new management wants to pursue starting from 2017, is to modify the business model adopted by these two airlines specifically for the Federico Fellini airport and, above all, to bring in new Russian airlines in order to create new strategic and consolidated settings during the whole year. 4. Start trade relationships with other strategic Countries for the future program of the airport, with particular attention to the emerging Countries of the Far East (the Vietnam Ambassador has been already invited in 2016 and other events that will bring diplomatic representatives of important countries in Rimini have been scheduled), in order to develop the airport connections.

5. Start an innovative marketing model for the development of passenger traffic, that, being based entirely and exclusively on private funds, will sustain the investments planned by public authorities that aim at territorial development. The goal is to finally create a systemic synergy that can strengthen the commercial and tourist competitiveness of the territory, coming close to the leading European and worldwide localities (today Spain, Greece and partly Turkey). This will be something completely new for the whole Italian scenario that will give the role of national benchmark to Romagna, representing the first real public – private model for the tourist development. The Fellini airport, being the only one among the Italian international medium-sized airports to be privately held, can play a keyrole for the possibility of staying away from the limitations of the European legislation, which is very stringent against state aids, but also for the quick and

AIRiminum Financial statements 2015

agile decision-making process of the current governance, which is strongly motivated and oriented towards the support of local and regional development policies.

6. Launch the development of Cargo Business line, through: a. the design and planning of a strategic cargo model that can be implemented in the medium-long term at the Fellini airport, transforming it into a specialised micro-hub able to have a niche market at international level (some structural and temporary characteristics of the airport â&#x20AC;&#x201C; such as the longest Italian runway after Rome Fiumicino Airport and Milan Malpensa Airport, the proximity to the highway, the business model which is currently mainly focused on the summer months, the possibility to involve the Republic of San Marino, which has an area subject to concession in the airport territory â&#x20AC;&#x201C; could help this ambitious project); b. the instant implementation, already from 2016, of the operating system (processes, tools and human resources) necessary for the loading of plane holds that are currently already serving the airport; c. the launch of working tables and strategic collaborations with leading sector operators on a national scale, in order to implement a new strategic, operating platform able to offer a high level service (timing, pricing and reliability) for international operators, in order to have new cargo flights at the Fellini airport.

7. Reinforce the company economically by increasing revenues from non-aviation business, through: a. the launch of multiannual business relationships with national-level or leading retail operators in the airport sector, able to improve the commercial proposal for the passengers up to an adequate level for an international airport. The goal is, already in 2016, to start attracting primary operators and expand the offer while the passenger traffic grows more and more, and so does the potential revenue of the air side commercial area; b. the launch, already in 2016, of a series of executive projects, which must be shared with the authorities (ENAC, local administrations, etc.), in order to expand the airport area for car parks, areas for shuttle busses (destined to the connection with the territory or other art cities), and a series of leisure and commercial activities that, once created, will be able to attract also people that are not directly involved with the usual activity of the airport; c. a new image for the airport through a strategic general marketing policy and a series of aimed initiatives in partnership with leading brands interested in being connected with a new and dynamic airport.

2. Strategic objectives

p. 23

8. Reinforce the company economically through a series of processes aimed at making the business model and the internal control system more and more efficient, through the implementation of: a. a key indicator system able to channel the investments towards business areas that create value and, mostly, to identify those areas that must become more efficient (by an improvement of sale or purchase commercial conditions or by rationalising the operational costs); b. a risk management system able to identify ex ante sources of risk to which the business model that is to be implemented is exposed; c. a management control system able to reorganise ex post and dynamically possible deviations from the budget; d. a customer satisfaction system able to control constantly the service/performance level offered by the airport to the different stakeholder.

9. Launch a coordinated work programme for ENAC â&#x20AC;&#x201C; Management and Consultation Company selected for the development of the ten-year Master Plan for the airport, from which the 4-year-programme contract is to be extracted (Project activities which presumably will be completed within 18 months) by: a. Undergoing a completely new layout makeover for the improvement of the airport flow development and the level of services offered to passengers; b. Implementing a series of functional infrastructure for the airport management optimisation (external buildings, administration offices, etc.); c. Implementing a series of functional infrastructure for the integrated development of the airport with the territory strategic plan through the acquisition of a further area inside the airport ground or external areas near to it; d. Reconsidering the airport tariff system.

10. Launch the strategic system for the airport security project, by: a. Outlining and setting up a series of processes in accordance with the latest regulations in the airport security sector; b. Implementing a constant and updated training system for the personnel responsible for security; c. Starting, in 2016, to analyse the current systems and equipment provided for airport security and the planning of a renewal programme in accordance with the increasing standards required internationally regarding the terminal safety, but also for the all perimeter of the airport (control room, exterior and perimeter

AIRiminum Financial statements 2015

cameras managed and directed by intelligent and dynamic system for monitoring, etc.); d. Developing a series of organisational instruments aimed to strengthen the coordination and the synergy with other security agencies operating within the air terminal (border police, finance, etc.), with the launching in 2016 of the process, supported by ENAC, that will give to the manager a key role in the management of a series of crucial processes to the whole security system.

2. Strategic objectives

p. 25

3. ANALYSIS OF THE MAIN MANAGEMENT RESULTS

3.1. Aviation Sector The air traffic of the Rimini Airport showed good results in 2015, considering it was its first year of activity and that the first flight landed on 1st April, therefore not even a full year, and despite the strong crisis and the negative economic situation. 2015 Passengers Number

Traditional Line

61.026

37,8%

Charter

96.071

59,4%

General Aviation

2.548

1,6%

Transits

1.957

1,2%

161.602

100,0%

TOTAL

2015 Traffic

Commercial aviation passengers

157.097

97,2%

37.217

23,0%

119.880

74,2%

General aviation passengers

2.548

1,6%

Transits

1.957

1,2%

161.602

100,0%

of which are EU Passengers of which are non-EU Passengers

TOTAL

The details of the 2015 movements at the Airport of Rimini â&#x20AC;&#x201C; San Marino are reported below. They show 1,260 commercial aviation movements and 1,457 general aviation movements: 2015 Movements Traditional Line

666

Low cost Line

Charter

594

General Aviation

1.457 TOTAL

3. Analysis of the main management results

2.717

p. 27

Aviation Sector: traffic data

2015 Movements Commercial Aviation

1.260

of which EU

477

of which non-EU

783

General Aviation

1.457 TOTAL

2.717

The traffic from and to non-EU countries represents the main traffic source for the Rimini - San Marino Airport. Russia, in particular, is the first country for destinations/arrivals, with 113,572 passengers (72.3% of the total flow), with Moscow (59.3%), St. Petersburg (4.1%), Krasnodar (3.8%) and other smaller cities as main destinations, as reported in the following charts: Commercial Aviation Country

Passengers

113.572

72,3%

13.425

8,5%

Luxembourg

7.053

4,5%

Belgium

3.989

2,5%

Belarus

3.901

2,5%

Finland

3.241

2,1%

Greece

2.147

1,4%

Spain

1.850

1,2%

Estonia

1.750

1,1%

Netherlands

1.536

1,0%

Switzerland

1.212

0,8%

Albania

823

0,5%

Italy

772

0,5%

France

615

0,4%

England

394

0,3%

Georgia

210

0,1%

Egypt

162

0,1%

Malta

141

0,1%

Slovenia

123

0,1%

Other

181

0,1%

157.097

100,0%

Russia Germany

TOTAL

AIRiminum Financial statements 2015

Commercial Aviation Destination

Passengers

Moscow, Domodedovo

73.335

46,7%

Moscow

19.809

12,6%

Luxembourg

7.053

4,5%

St. Petersburg

6.443

4,1%

Krasnodar

5.960

3,8%

DĂźsseldorf

5.306

3,4%

Yekaterinburg

4.153

2,6%

Brussels

3.989

2,5%

Minsk

3.901

2,5%

Rostov

3.872

2,5%

Helsinki

3.241

2,1%

Berlin, Tegel

2.239

1,4%

Karlsruhe / Baden-Baden

2.076

1,3%

Nuremberg

1.985

1,3%

Stuttgart

1.819

1,2%

Tallinn

1.750

1,1%

Amsterdam

1.536

1,0%

Zurich

1.212

0,8%

Rhodes

1.130

0,7%

Ibiza

1.100

0,7%

Tirana

823

0,5%

Heraklion (Crete)

598

0,4%

Minorca

597

0,4%

Catania

384

0,2%

Paris CdG

363

0,2%

Luton

296

0,2%

Bari

268

0,2%

Lourdes

252

0,2%

Kos

235

0,1%

Tbilisi

210

0,1%

1.162

0,7%

157.097

100,0%

Other Minor TOTAL

3. Analysis of the main management results

p. 29

Aviation Sector: summary of the economic results

Aviation Sector: summary of the economic results Economic results of the Aviation Sector

(in Euro)

Passenger boarding fees

667.293

Landing, take-off and parking fees

301.903

Passenger safety fees

144.904

Hold luggage control fees

186.379

Freight loading and unloading fees Revenue for reduced mobility passengers fees Other handling revenues

114 25.597 134.149

revenues for aeronautic services TOTAL

1.460.339

The Company revenues that can be attributed to the Aviation Sector are represented by the fees paid by the users (passengers and airlines) and by the airport operators for the utilization of infrastructure and services provided exclusively by the airport for the landing, take-off, lighting and parking of aircrafts, operations related to passengers and freight. The Airport Charges, considering the purpose of public utility of the airport services, are subject to tariff regulation by the State, also on the basis of community rules. They have to be established, for every airport, in the agreements concluded between the individual managers and ENAC and, in the future, defined according to the fares agreed during the consultations between managers and airport users that have to be carried out according to the Tariff Models of the Transport Authorities. In the case of AIRiminum, for 2015, considering that the tariff models have not been applied yet - on a transitional basis and until the completion of the approval procedure of the tariffs with the ART - they have been determined by ENAC on the basis of the airport charges applied on the Rimini airport, starting from October 2014. In particular: Airport charges • passenger boarding: price invoiced for each departing passenger, so this turnover component depends on the number of passengers. The tariffs charged for passenger fees are compulsorily published by ENAC and vary depending on the type of passenger (EU/non-EU - adult/child); • freight loading/unloading: price invoiced for the incoming/departing freight; • landing/take off/parking: price invoiced for each airplane transiting on the airport. Security fees • passenger with check-in baggage - hold baggage - freight - additional: price invoiced for the security services, on the basis of the tariffs approved by ENAC. Reduced mobility passengers fees • include the fees paid for the services to passengers with reduced mobility and they are calculated depending on the number of departing passengers (reduced mobility passengers and non).

AIRiminum Financial statements 2015

3.2. Non-Aviation Activities: summary of economic results

The main activities provided in the non aviation sector concern the sublicensing of commercial premises (retail, rent a car and Tour Operator offices), parking lots, advertising and ticket booths. The following chart shows in detail the revenues of the non-aviation sector earned in 2015: Economic Results of the Non-Aviation Sector

(in Euro)

Sublicensing of premises and areas

703.045

Parking lots

53.048

Advertising

28.795

Ticket booths

1.148 revenues for non-aeronautic services TOTAL

786.037

Sublicensing of commercial premises (retail): The sublicensing of premises at the Rimini Airport in 2015 was characterized by the presence of 8 stores for the food&beverage, clothing and accessories categories, 1 activity for passenger service (car rental) and 4 offices for Tour Operators. Parking lots The direct management of pay parking lots of the Rimini airport is developed in the following available spaces in areas located near the terminal: â&#x20AC;˘ n.132 parking spaces for cars in a single area of 4,150 sq.m. with time-based pay and display system; â&#x20AC;˘ n. 20 parking spaces for minibuses in a single area of 1,250 sq.m.; â&#x20AC;˘ n.40 parking spaces for buses and n.20 spaces for taxis in a single area of 11,000 sq.m. Advertising Advertisements at the Rimini airport, both inside and outside the terminal, are managed through backlit large and medium installations, which are located in the areas with the highest passenger flows.

3. Analysis of the main management results

p. 31

Analysis of the consolidate economic results

3.3. Analysis of the economic, financial and patrimonial situation Analysis of the consolidated economic results

The following chart shows in detail the consolidated income statement of the fiscal year 2015: Consolidated Income Statement as at 31/12/2015 Net revenues from sales

(in Euro) 3.342.841

Change in inventories of finished products

Increase in fixed assets for internal works

48.133

Other operating income PRODUCTION VALUE Raw material costs Services costs

5.366 3.396.339 (86.114) (1.613.308)

Leases and rental expenses

(16.027)

Other operating costs

(31.150)

Change in inventories of raw materials Management costs Personnel costs Provision for employee severance indemnity Labour costs EBITDA EBITDA Margin

10.070 (1.736.530) (970.994) (45.437) (1.016.430) 643.380 19,2%

Amortisation

(96.729)

Depreciations

(51.218)

Amortisations and reserves EBIT

(147.947) 495.433

Interest expense

(697)

Financial income

460

Financial management results ORDINARY MANAGEMENT RESULTS

(237) 495.196

Extraordinary income

120

Extraordinary charges

(5.247)

Extraordinary management results

(5.127)

EBT Taxes NET PROFIT % of the revenues

AIRiminum Financial statements 2015

490.069 (254.816) 235.253 7,0%

The year 2015 closed with a consolidated net profit of Eur 235,253 which derives from a consolidated production value of Eur 3,396,339 in view of consolidated operational costs for Eur 2,752,960 of which Eur 1,736,529 are related to management costs and Eur 1,016,430 come from personnel costs. This determined a consolidated EBITDA of Eur 643,380 (19.2% of the total consolidated revenues). The result of the consolidated ordinary management, equal to Eur 495,196, is mainly influenced by the amortisations (Eur 96,729) and by depreciations (Eur 51,218), since the financial management, in the absence of financial debts towards credit institutions, did not generate significant results. The consolidated gross profit amounts to Eur 490,069 and the consolidated tax burden due to year taxes amounts to Eur 254,816.

3. Analysis of the main management results

p. 33

Analysis of the economic results of AIRiminum 2014

The following chart shows the income statement of AIRiminum 2014 for the fiscal year 2015: fiscal year closed on

Income statement (in Euro)

31/12/2015

31/12/2014

Delta

2.696.376

48.133

5.358

2.749.866

(86.106)

(1.260.127)

(4.895)

(1.255.232)

Leases and rental expenses

(16.027)

Other operational costs

(30.554)

(901)

(29.653)

10.070

(1.382.744)

(5.796)

(1.376.948)

(800.454)

(39.033)

(839.486)

527.636

(5.796)

533.432

20%

Amortisation

(91.666)

Depreciations

(50.666)

(142.332)

385.304

(5.796)

391.100

Interest expense

(677)

Financial income

348

(329)

ORDINARY MANAGEMENT RESULTS

384.975

(5.796)

390.771

Extraordinary incomes

259.779

Extraordinary charges

(5.247)

Extraordinary management result

254.532

EBT

639.507

(5.796)

645.303

Taxes

(220.195)

419.312

(5.796)

425.108

16%

Net revenues from sales Increase in own work capitalized Other management income PRODUCTION VALUE Raw materials costs Services costs

Change in inventories of raw materials Management costs Personnel costs Provision for employee severance indemnity Labour costs EBITDA* EBITDA Margin

Amortisation and reserves EBIT

Financial management results

NET PROFIT % of the revenues

AIRiminum Financial statements 2015

* â&#x20AC;&#x153;EBITDAâ&#x20AC;? means an alternative performance indicator that is used by the Company management to control

and evaluate the operational trend. The EBITDA is not defined by accounting principles and may not consider the requirements provided for by the accounting principles in terms of survey, evaluation and presentation, therefore it must not be considered as an alternative measure for the evaluation of the Company and Group result trend. Since the EBITDA composition is not regulated by the reference accounting principles, the determination criteria applied by the Company and the Group may not be homogeneous with the one adopted by others, therefore it might be incomparable with them.

The fiscal year 2015 ended with a net profit of Eur 419,312 which derives from a consolidated production value of Eur 2,749,866, in view of consolidated operational costs for Eur 2,222,230, of which Eur 1,382,744 are related to management costs and Eur 839,486 come from personnel costs. This determined an EBITDA of Eur 527,636 (20% of the total revenues). The result of the ordinary management, equal to Eur 384,975, is mainly influenced by amortisations (Eur 91,666) and depreciations (Eur 50,666), since the financial management, in the absence of financial debts towards credit institutions, did not generate significant results. The result of the extraordinary management, equal to Eur 254,532, is the outcome of extraordinary revenues (Eur 259,779), generated almost exclusively by the capital gain deriving from the transfer of tangible assets into the subsidiary company AIRhandling S.r.l. and by extraordinary charges for Eur 5,247. The gross profit amounts to Eur 639,507 and the tax burden due to fiscal year taxes amounts to Eur 220,195.

3. Analysis of the main management results

p. 35

Analysis of the consolidated Net Financial Position

The following chart shows in detail the consolidated Net Financial Position as at 31st December 2015: fiscal year closed on

Consolidated Net Financial Position (in Euro) A. Cash funds B. Other liquid assets Deposits

31/12/2015 4.979 1.311.596 1.309.705

Credits towards financial institutions

1.391

Credits towards managed funds, etc.

500

C. Securities held for negotiation D. Liquidity (A) + (B) + (C )

1.316.575

E. Current financial receivables

F. Current bank debts

G. Current part of the non-current debt

H. Other current financial debts

I. Current financial indebtedness (F)+(G)+(H)

J. Current net financial indebtedness (I) + (E) + (D)

1.316.575

K. Non-current bank debts

L. Bonds issued

M Other non-current debts

N. Non-current financial indebtedness (K) + (L) + (M)

O. Net financial indebtedness or Net Financial Position (J) + (N)

1.316.575

The consolidated net financial position as at 31st December 2015 shows a positive balance of Eur 1,316,575 and is composed exclusively by cash funds consisting in current account deposits at credit institutions (Eur 1,309,705), cash in the company funds (Eur 4,979) and receivables from financial institutions and other funds (Eur 1,891).

AIRiminum Financial statements 2015

The following chart shows in detail the Net Financial Position of AIRiminum 2014 as at 31st December 2015:

Analysis of the Net Financial Position of AIRiminum 2014

fiscal year closed on

Net Financial Position A. Cash funds

31/12/2015

31/12/2014

Delta

Delta %

4.979

850

4.129

485,8%

B. Other liquid assets

755.623

767.896 (12.273)

(1,6)%

Deposits

753.732

767.896 (14.164)

(1,8)%

Credits towards financial institutions

1.391

Credits towards managed funds, etc.

500

760.602

768.746

(8.144)

(1,1)%

E. Current financial receivables

F. Current bank debts

760.602

768.746

(8.144)

(1,1)%

K. Non-current bank debts

L. Bonds issued

M Other non-current debts

760.602

768.746

(8.144)

(1,1)%

C. Securities held for negotiation D. Liquidity (A) + (B) + (C )

G. Current part of the non-current debt H. Other current financial debts I. Current financial indebtedness (F)+(G)+(H) J. Current net financial indebtedness (I) + (E) + (D)

N. Non-current financial indebtedness (K) + (L) + (M) O. Net financial indebtedness or Net Financial Position (J) + (N)

The net financial position as at 31st December 2015 shows a positive balance of Eur 760,602 (Eur 768,746 on 31st December 2014) and is composed exclusively by cash funds consisting in current account deposits at credit institutions (Eur 753,732), cash in the company funds (Eur 4,979) and receivables from financial institutions and other funds (Eur 1,891). Compared to the same period of the previous fiscal year, there is a slight decrease by Eur 8,144. It was caused by cash flows generated by income management (Eur 358,161) and flows from capital injections of the shareholders (Eur 590,841) that were able to cover cash outgoings due to the investments made during the fiscal year..

3. Analysis of the main management results

p. 37

fiscal year closed on

Analysis of the consolidated equity structure

Reclassified Consolidated Balance Sheet (in Euro) Receivables from shareholders for payments still due Net Technical Assets

31/12/2015 2.115.409 902.133

Financial Assets

Net Fixed Assets

3.017.542

Unsold stocks

10.070

Receivables from Customers

605.528

Other Receivables

142.221

Accruals / Deferred income

31.053

Payables to suppliers

(709.009)

Other payables

(330.032)

Tax payables

(312.989)

Financial activities that do not constitute assets Operating working capital

108.000 (455.158)

Provision for employee severance indemnity Invested capital (uses) TOTAL

(28.651) 2.533.733

Net assets

3.850.308

Net financial liability

(1.316.575)

Sources of third-party funding

28.651 Funding sources TOTAL

2.533.733

It is represented the consolidated financial solidity, which on 31stÂ December 2015 has a net worth of Eur 3,850,308 as a result of an invested capital of Eur 2,533,733 consisting mainly in investments in fixed assets (Eur 3,017,542), of a operating working capital, negative for Eur 455,158 and of a fund for employee severance indemnity of Eur 28,651.

AIRiminum Financial statements 2015

The following chart shows in detail the equity structure of AIRiminum 2014 as at 31st December 2015, reclassified on the basis of sources and uses: fiscal year closed on

Reclassified Equity Structure (in Euro) Receivables from shareholders for payments still due

31/12/2015 2.115.409

Net Technical Assets

857.280

Financial Assets

310.000

Net Fixed Assets

3.282.689

Unsold stocks

10.070

Receivables from Customers

405.841

Other Receivables

588.104

Accruals / Deferred income

26.541

Payables to suppliers

(537.436)

Other payables

(307.760)

Tax payables

(277.392)

Financial activities that do not constitute assets

108.000

Operating working capital

15.968

Provision for employee severance indemnity

24.893

Invested capital (uses) TOTAL Net assets

3.273.764 4.034.367

Net financial liability

(760.602) Funding sources TOTAL

4.059.259

It is represented the financial solidity of the company, which as at 31st December 2015 has a net worth of Eur 4,034,367 as a result of an invested capital of Eur 3,273,764 consisting mainly in investments in fixed assets.

3. Analysis of the main management results

p. 39

Analysis of the equity structure of AIRiminum 2014

3.4 Main Indexes

The following chart shows the key economic/capital indexes of the consolidated financial statement of AIRiminum 2014 as atÂ 31st December 2015, considering the factors of the previous fiscal year, ended on 31st December 2014, not relevant and taking into account Companyâ&#x20AC;&#x2122;s operations during the fiscal year 2015. AIRiminum 2014 Consolidated Data Data

Main indexes ROE

(Net Result / Net assets)

10%

ROI

(Operating Result / Net Invested Capital)

12%

20%

ROS

(Operating Result / Revenues)

14%

15%

Financial availability quotient

(Current Assets / Current liabilities)

1,7

1,6

Structure Margin Index

(PN+Non-current liabilities) / Fixed Assets

3,5

4,3

Financial Independence

(PN / Total Assets)

0,8

0,7

3.5 Investments

The total amount of investments made by the company in 2015 was 799 thousand Euro. The investments made to obtain the financing and the investments in industrial equipment and material assets necessary for the management of the company are the most relevant ones in terms of overall cost and importance. Besides these investments, strictly related to the operating activity, the Company has made further investments on the website, the signage inside of the airport and the parking area.

AIRiminum Financial statements 2015

3.6 Personnel

The following chart shows the data regarding the number of employees of AIRiminum 2014 S.p.A. and AIRhandling S.r.l. as at 31st December 2015: Office workers Workmen

Managers

AIRiminum

AIRhandling

TOTAL

Hiring

Layoffs - resignation

-1

-8

-10

Employees as at 31/12/2015

Hiring

Layoffs - resignation

-13

Employees as at 31/12/2015

Hiring

Layoffs - resignation

-1

-21

-23

Employees as at TOTAL 31/12/2015

The following chart shows the data regarding the sources and hours of training provided by AIRiminum 2014 S.p.A and AIRhandling S.r.l. as at 31st December 2015: Functional to the role / specialised

Safety

Security

314

230

222

536

232

Hours AIRiminum

Operators Hours

AIRhandling

Operators Hours

TOTAL Operators

3. Analysis of the main management results

Composition of the workforce

p. 41

Personnel training

AIRiminum Financial statements 2015

4. REGULATORY FRAMEWORK

4.1 Concession Scheme The Company AIRiminum 2014 S.p.A. is the sole manager of the Rimini Airport according to the Agreement approved by ENAC on 11th March 2015 (prot. 3142 ENAC/PROT of 23rd March 2015).

4.2 The new tariff regulation According to the new concession scheme, the airport manager collects payment from users and other airport operators for the use of infrastructure and related services that, because of the concession characteristics and the public nature of the service, - according to the current community and national guidelines, respectively, Directive 2009/12/ EC and Decree Law of 24th January 2012, N.1 - are under the supervision of the ART – Italian Transport Regulation Authority. These payments are pre-planned, in order for the operators to receive cost recoveries of infrastructure and services related to airport’s activities and operations related to passengers and cargo, and thus calculated on the basis of a tariff model that takes into account a remuneration system of the operational costs and the invested capital.

The so-called “Salva Italia” Decree has established the Italian Transport Regulation Authority (ART). This Authority is in charge of the transport sector and of the access to related infrastructure and ancillary services, in accordance with the European Regulation and in compliance with the principle of subsidiarity and the competences of regional and local authorities. Regarding the airport sector, the ART carries out all functions of the Supervisory authority, established by directive 2009/12/EC of the European Parliament and the Council, dated 11th March 2009, on airport rights. After the completion of public consultations with the participation of all airports, the ART approved - on 22/09/2014 - three new tariff schemes for those airports that in the last two years registered an average traffic of more than 5 million (Form 1), between 3 and 5 million (Form 2), less than 3 million (Form 3). According to all three schemes, rights are determined according to the context and at the end of a transparent consultation procedure between the airport managing company and airlines, with the possibility to turn to the Transport Authority if an agreement is not reached. A regular consultation shall take place at least once a year between managers and airport users. The ART may require further consultations before the finalisation of new projects of airport infrastructure.

4. Regulatory framework

p. 43

Establishment of Transport Regulation Authority (ART) and new tariff schemes

Scheme 3 in particular is relevant for the Rimini Airport. It regulates in detail the consultation among airport managers, airport users and public hearing. The manager shall publish some consultation papers with all the information to be made available to airport users, in compliance with the Liberalisation Decree, as well as the quality plan for the environment protection and the four-year plan for investments. Managers should also provide the ART with their policy related to the provision of incentives to the airlines they intend to adopt during the tariff period and the separate accounting of the aviation and non-aviation activities of the year considered for the calculation of the airport taxes. The tariff scheme also defines the parameters for the calculation of tariffs. The tariff proposal is elaborated by the manager through a mechanism which takes as a basis the economic data related to the approved balance sheet for the last financial year, on which the manager can prepare the certified analytical regulatory accounting (known as Base Year). The consultation takes place during the Transitional Year, which is the year between the Base Year and the first tariff quota period in consultation. The first hearing during the consultation is expected 30 days after the launch of the process. Moreover, Scheme 3 provides that, once the consultation is over, the manager publishes on its website and sends to the ART the final proposal on airport charges, showing the views expressed by the participants of the consultation. In case an agreement is reached with the airport users or if there are no appeals against the proposal, the new tariff system will come into effect on the date established during the consultation start or after 60 days from the publication of the proposal on the manager website. In any case, the obligations to notify the IATA ticket booth network have to be discharged. The ART shall formalise and publish, within 40 days from the notification of the proposal approved during the consultation, the outcome of the inspections concerning the conformity of the new Airport Charges with tariff schemes and principles established by the applicable law. Furthermore, the ART may require adjustments and modifications of the tariffs approved during the consultation. For further details, see the scheme 3 published on the Transport Regulation Authority website: http://www.autorita-trasporti.it/wp-content/uploads/2014/09/Mod3.pdf. In the case of AIRiminum, for the year 2015, considering that the tariff schemes have not been applied yet - on a transitional basis and upon approval of the tariff procedure with the ART - they have been determined by ENAC on the basis of the airport charges applied to the Rimini airport, starting from October 2014.

AIRiminum Financial statements 2015

The Law Decree N.145/2013, called “Destinazione Italia”, has introduced provisions regulating the procedures for contributions, subsidies and any other form of emolument granted by airport managers to airlines for the launch or development of routes aimed at satisfying and promoting the demand in their respective catchment area. The choice of the beneficiaries of these subsidies must be carried out with transparency and in order to guarantee a wider participation of potentially interested airlines and in accordance with procedures to be defined with appropriate guidelines adopted by the MIT (Ministry of Transport and Infrastructure), with the consent of the ART and ENAC. On 2nd October 2014, the MIT issued these guidelines (the “MIT Guidelines”), upon prior consent of the ART and ENAC, respectively expressed with consent N. 1/2014 on 20th March 2014 and note N. 95729/DG on 12th September 2014. These MIT Guidelines, aimed at guaranteeing a wider access to those airlines potentially interested in incentivisation initiatives proposed by the airport managers and in promoting a balanced development in the air transport market, identify the following as addressers of the provisions: • the airport managers. If they intend to adopt new subsidies for the airlines, in case of launch or development of routes, they shall carry out procedures for selecting transparent beneficiaries in order to guarantee a wider participation of potentially interested operators and inform the ART and ENAC about the results of the procedures; • the airlines, which are beneficiaries of obligations of transparency, impartiality and non-discrimination borne by managers, but also, as “conversely” inferable from the same law, they cannot accept subsidies that conflict with these principles. The MIT Guidelines establish the scope of subsidies, whose transparency and accessibility shall be guaranteed in compliance with principles of impartiality and non-discrimination, and the procedures methods for selecting beneficiaries to guarantee the aforementioned transparency and accessibility.

4. Regulatory framework

p. 45

The legislation on contributes and subsidies granted by airports to airlines

5. FURTHER INFORMATION

During the financial year in question: • No investment in research and development was made by the Company; • The Company or its parent companies do not directly own shares, not even through trust companies or through third parties; • The Company did not buy or sell own or parent companies’ shares, not even through trust companies or through third parties; • The Company did not enter into any financial leasing agreement, nor there was any existing contract of this kind; • The Company has not, and never had, secondary offices.

With regard to the relationships established during the 2015 fiscal year with subsidiary, associated companies and related parties, please refer to the dedicated paragraph of the notes to the financial statements closed as at 31st December 2015.

5. Further information

p. 47

Relationships with subsidiary, associated companies and related parties

AIRiminum Financial statements 2015

6. MAIN RISKS AND ANALYSIS

Credit risk represents the exposure to potential losses deriving from failure by the counterparty to fulfil its obligations. The Company’s credit risk is limited in view of the features and of the creditworthiness of the customers. Most customers have shown a strong financial solidity and the ability to honour their commitments. The monitoring of the exposure to commercial credit risk associated with normal commercial activities is consistently implemented.

Credit risk

The risk of partial or total non-collection of the accrued credits, especially from airlines, is determined mostly by the fluctuations of the international air transportation sector, due to the crisis effects on air companies, the Company’s main clients. AIRiminum 2014 considers having suitably controlled that risk through its constant monitoring of receivables positions and the assessment of possible legal action to protect such receivables. The same approach was used by the Company for receivables from clients of the Non-Aviation sector. The situation as at 31st December 2015 shows that there are N.2 overdue balances relating to loans to counterparties with serious financial difficulties. It could give rise to possible risks of non-collection which are reflected in the allocation on the financial statements of a specific provision for doubtful debts, currently considered appropriate. For further details concerning recoverability of receivables, reference should be made to the explanatory notes.

Market risk is the risk of fluctuations in the value of a financial instrument following variations of exchanges or market price. It includes the eventuality to make loss but also profit. The main characteristics of market risk are: • Rate risk; • Exchange rate risk (or currency risk); • Price risk. Regarding the interest rate risk, it is pointed out that the fluctuations in interest rates affect the market value of company financial liabilities and the level of net financial charges. As at the balance sheet date, it is especially pointed out that no funding has been granted to the Company by credit institutions. The Company has not deemed necessary to use hedging instruments for price risks since there is not a reference market for the airport activity. On the other hand, the use of these specific instruments is not required for the currency risk as the quantitative aspects are not satisfied.lizzo di strumenti specifici.

6. Main risks and analysis

p. 49

Market risk (exchange rate and interest rate)

Liquidity risk

Liquidity risk is associated to the possibility for the Company to have some difficulties in facing the relevant financial obligations which derive from contractual obligations and, more generally, from its own financial liabilities. Liquidity risk is deemed acceptable as at 31st December 2015, since the treasury management policy is designed to keep an appropriate cash level by trying to match financial inflows and outflows by due date.

AIRiminum Financial statements 2015

Other main risks and uncertainties that AIRiminum 2014 has to face

The trend of the air transport sector in which the Company works, it is influenced by the general condition of the national and international economy but also by several macro-economic factors (including the increase or decrease of the gross national product, consumer and business confidence levels, the interest rate on consumer credit, the cost of raw materials and unemployment rate), of the countries in which the Company operates. In any case, the latest international and national air traffic showed a significant increase in total passengers and helped the sector to reverse the trend and thus alleviate the risk concerned. However, the current expectations, by their nature, are subject to inherent risks and uncertainties beyond the control of the Company.

Risks associated with general economic conditions

The passenger volume of the Rimini Airport is a key factor contributing to the evolution of the Companyâ&#x20AC;&#x2122;s economic results. Then, any decrease in or interruption of flights by one or more airlines could also lead to a decrease in air traffic, with a negative impact on the Companyâ&#x20AC;&#x2122;s economic results. AIRiminum 2014 could face the risk of diminution or interruption of flights by redistributing the flow of passenger traffic between the operational airlines or thanks to the AIRiminum 2014 ability to attract new ones.

Risks deriving from the decrease in the passenger number

A potential risk for the airport sector is the constant evolution occurring in the reference legislative and regulatory framework in which AIRiminum 2014 operates, as the other management companies. The Companyâ&#x20AC;&#x2122;s financial performance is influenced by developments in the legislative framework of reference, particularly as regards tariff regulations for airport services and the fee system for services offered by airport managers. For a detailed examination, reference should be made to the specific previous paragraph of this document.

Risks related to the legislative framework

6. Main risks and analysis

p. 51

7. RELEVANT EVENTS AFTER THE END OF THE FISCAL YEAR AND PREDICTABLE EVOLUTION OF THE MANAGEMENT

After the end of the fiscal year, no events occurred to justify changes to the economic, patrimonial and financial situation described in the financial statements and therefore to require adjustments and/or additional comments in the consolidated financial statements. On 20th January 2016, AIRiminum 2014 was transformed into a joint-stock company to meet the demands of the ENAC in order to obtain the inter-ministerial decree from the Ministry of Infrastructure and Transport and the Ministry of Economy and Finance, the last administrative measure necessary to give effect to the 30-year Agreement signed by the ENAC and AIRiminum 2014 on 11th March 2015 (today, the management company is operating under the measure of anticipated management issued by the ENAC in March 2015). On 5th February 2016, the share capital of AIRiminum 2014 was raised from Eur 3.62 million to 4 million, as a consequence of a further subscription of Eur 380,000. Therefore, the importance of the founding partner’s percentage, Armonie, rose to 46% thanks to (i) the purchase of shares of Sweet Home S.r.l and Syncronie S.r.l and (ii) thanks to the above-mentioned subscription of share capital equal to Eur 380,000. In February 2016, AIRiminum 2014 and its subsidiary company AIRhandling received collections related to the credit owed by the airline OJSC Transaero Airlines, which went bankrupt in October 2015, from the proprietary company of the aircraft Boeing 767-201 left at the Rimini Airport by the charterer company. On 4th February 2016, with two judgments filed on 21st March 2016, the State Council has removed any uncertainty about the legitimacy of AIRiminum 2014 to manage the international airport “Federico Fellini” of Rimini - San Marino. Thanks to said judgments, the State Council: 1. accepted the appeal proposed by the ENAC Italian Civil Aviation Authority and AIRiminum 2014 in order to reject the annulment of the tender by the TAR Regional Administrative Court of Emilia-Romagna (judgment published on 11th September 2015); 2. rejected the appeal of the previous management company bankruptcy trustee, whose appeal, aimed at requesting a compensation, was already rejected by the TAR of Emilia-Romagna, and condemned the curatorship to pay legal fees. On 25th March 2016, AIRiminum 2014 gave mandate to its lawyers to file a complaint at the European Commission’s Directorate-General for Competition, in relation to the loans

7. Relevant events after the end of the fiscal year and predictable evolution of the management

p. 53

granted by Regione Marche to Aerdorica S.p.A., the management company of Ancona Airport, equal to Eur 1.1 million in 2014 and Eur 3 million in 2015, configuring them as State aids and therefore in violation of Article 107 of the Treaty on the Functioning of the European Union (TFEU). Predictable evolution of the management

With reference to the predictable performance of the management in 2016, it should be recorded that the TAR of Emilia-Romagna’s judgment of 11th September 2015, which annulled the ENAC tender for the assignment of the airport total management (then rejected by the State Council, as mentioned above), effectively prevented AIRiminum 2014 from developing a series of new business relationships with airlines because of the uncertainty on the future of the airport and its possible closure. This uncertainty lasted until the Decision of the State Council legitimised ex novo the management Company to fully operate at the Rimini airport. Traffic data after 31st March 2016 (first trimester 2016), compared to the same period of the previous year, increased in passengers (around n. 11,800) and in traffic movements (n. 398), since in the same period of the previous fiscal year the Airport was closed and started again from 1st April 2015, including also business flights. These traffic volumes have developed almost exclusively with Ural Airline and Vim Airlines (around 75%) with flights coming from Russia, especially from Moscow. Nevertheless, in 2016 the business traffic is expected to increase by 30% compared to 2015 (1,260 flights with 77,105 departing passengers) because of the following reasons: • increase in passenger volumes from those airlines that in 2015 flew to Rimini during the summer season: said airlines were able to sell flights a couple of months in advance (last year, until 1st April 2015, there still were doubts on the airport reopening and airlines continued flying to nearby airports, like Ancona, until May 2015); • increase in passenger volumes from those airlines that have scheduled new flights to Rimini Airport for the summer season, which starts on 1st April 2016 • Russian market expected growth (which represented 72% of the passenger volume of Rimini Airport in 2015) by 20% due to greater reliability of the airport and greater possibility of attracting tourism flows, which were once directed to North Africa or Turkey. It should be noted, however, that the rouble crisis (increased by the western countries embargo against the Russian Federation, the oil crisis that reduced the oil price and the international financial speculation) may influence negatively the flows of Russian passengers, encouraged to travel within their country by the marketing policy of the Russian Government. Data inferred from the scheduling developed by airlines’ slot reservation until 31st March 2016 confirm these growth forecasts.

AIRiminum Financial statements 2015

In 2016, AIRiminum 2014 will work for the achievement of its growth goal, as well as for the enhancement of the aviation business sector â&#x20AC;&#x201C; through the traffic development that, after a critical 2015, should be able to increase volumes and revenues in 2016 â&#x20AC;&#x201C; and the strengthening of the non-aviation sector with an increase in revenues related to the sublicensing of business premises, advertising and car parks, and the execution of the planned investment programme.

The President of the Board of Directors Laura Fincato

7. Relevant events after the end of the fiscal year and predictable evolution of the management

p. 55

NOTES TO THE FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

Company general information

Personal information Company name

AIRiminum 2014 S.p.A.

Headquarters

Via Flaminia 409 47924 Rimini (RN)

Share capital

4,000,000

Fully paid-up share capital

Chamber of Commerce code

VAT number

04152860401

Taxpayerâ&#x20AC;&#x2122;s code

04152860401

Economic Administrative Index

000000327969

Legal status

Joint - stock company

Classification of Economic Activity (ATECO)

522300

Company in liquidation

Single-member company

Company subject to third-party management and coordination activity

Name of the company or body performing the management and coordination activity

Group membership

Name of the parent company

Country of the parent company

Registration number in the cooperatives register

7. Financial Statements

p. 59

Balance Sheet

Balance Sheet (in Euro)

31/12/2015

31/12/2014

Called up capital part

2.115.409

2.191.250

Shareholders receivables for still due payments (A) TOTAL

2.115.409

2.191.250

135.060

69.722

25.525

4) licenses, trademarks and similar rights

305.404

7) other

129.552

80.420

595.541

150.142

4.750

3) industrial and commercial equipment

142.924

4) other

114.065

Tangible assets total

261.739

310.000

Investments TOTAL

310.000

Financial fixed assets TOTAL

310.000

fixed assets (B) TOTAL

1.167.280

150.142

10.070

405.841

Assets A) Shareholders receivables for still due payments

B) Fixed assets I - Intangible assets 1) Start-up and capital costs 3) industrial patent and intellectual property rights

Intangible assets TOTAL II â&#x20AC;&#x201C; Tangible assets 2) plant and machinery

III - Financial fixed assets 1) investments in a) subsidiary companies

C) Current assets I - Inventories 1) raw and auxiliary materials, consumables Inventories TOTAL II - Receivables 1) trade receivables due within the next fiscal year trade receivables TOTAL

7. Financial Statements

p. 61

Balance Sheet (in Euro)

31/12/2015

31/12/2014

560.000

7.758

22.029

7.758

22.029

15.003

5.343

of other receivables TOTAL

5.343

receivables TOTAL

993.945

22.029

4) other investments

108.000

financial assets which are not fixed assets TOTAL

108.000

753.732

767.896

6.870

850

cash funds TOTAL

760.602

768.746

current assets (C) TOTAL

1.872.617

790.775

Prepayments and accrued income

26.541

9.849

Total prepayments and income (D)

26.541

9.849

5.181.847

3.142.016

3.620.000

3.105.000

850

2) subsidiary companies receivables due within the next fiscal year subsidiary companies receivables TOTAL 4-bis) tax credits due within the next fiscal year tax credits TOTAL 4-ter) prepaid taxes due within the next fiscal year prepaid taxes TOTAL 5) other receivables due within the next fiscal year

III - Financial assets which are not fixed assets

IV - Cash funds 1) bank and postal accounts 3) cash in hand

D) Prepayments and income

current assets TOTAL Liabilities A) Net equity I - Capital VII â&#x20AC;&#x201C; Other reserves, indicated separately Payments to cover losses other reserves TOTAL

AIRiminum Financial statements 2015

Balance Sheet (in Euro)

31/12/2015

31/12/2014

(5.796)

Operating profit (loss)

419.312

(5.796)

Residual profit (loss)

419.312

(5.796)

4.034.366

3.100.054

24.893

due within the next fiscal year

58.677

Total payments on account

58.677

478.759

31.304

478.759

31.304

due within the next fiscal year

830

amounts payable to subsidiary companies TOTAL

830

277.392

155

277.392

155

39.987

266.943

10.450

of other payables TOTAL

266.943

10.450

payables TOTAL

1.122.588

41.909

prepayments and income TOTAL

prepayments and accrued expenses TOTAL

5.181.847

3.142.016

VIII - Retained earnings (losses) carried forward IX - Operating profit (loss)

net equity TOTAL C) Employee severance indemnity D) Payables 6) payments on account

7) amounts payable to suppliers due within the next fiscal year amounts payable to suppliers TOTAL 9) amounts payable to subsidiary companies

12) amounts payable to tax authorities due within the next fiscal year amounts payable to tax authorities TOTAL 13) amounts payable to social security institutions due within the next fiscal year amounts payable to social security institutions TOTAL 14) other payables due within the next fiscal year

E) Prepayments and income Prepayments and accrued expenses

7. Financial Statements

p. 63

Income statement

Income statement (in Euro)

2015

2014

2.696.376

48.133

5.358

other revenues and income TOTAL

5.358

production value TOTAL

2.749.867

86.106

1.260.127

4.895

16.027

a) salaries and wages

645.153

b) social contributions

150.884

c) severance indemnity

39.033

4.417

839.487

a) depreciation of intangible fixed assets

71.668

b) depreciation of tangible fixed assets

19.998

d) write-down of receivables included under assets forming part of working capital and of cash funds

50.666

amortisation, depreciation and write-downs TOTAL

142.332

11) variations of inventory of raw and auxiliary materials, consumables and supplies

(10.070)

30.554

901

production costs TOTAL

2.364.563

5.796

Difference between value and costs of production (A - B)

385.304

(5.796)

A) Production value: 1) revenues from sales and services 4) increments of internal works capitalised under fixed assets 5) other revenues and income other

B) Production costs: 6) for raw and auxiliary materials, consumables and supplies 7) for services 8) for third-party assets use 9) for personnel:

e) other costs personnel costs TOTAL 10) amortisation, depreciation and write-downs:

14) other operating costs

AIRiminum Financial statements 2015

Income statement (in Euro)

2015

2014

348

other income TOTAL

348

of other financial income TOTAL

348

516

(161)

(329)

259.659

120

259.779

5.247

expenses TOTAL

5.247

of extraordinary items (20 - 21) TOTAL

254.532

639.507

(5.796)

Current taxes

235.198

Prepaid taxes

15.003

220.195

419.312

(5.796)

C) Financial income and expenses: 16) other financial income: d) other income other

17) interest and other financial expenses other interest and other financial expenses TOTAL 17 - bis) Exchange rate gains and losses Financial income and expenses (15 + 16 - 17 + - 17-bis) TOTAL E) Extraordinary income and expenses: 20) income capital gains from sales where revenues are not included under no.5 other income TOTAL 21) expenses other

Income before taxes (A - B + - C + - D + - E) 22) Taxes on the income of the fiscal year, current, deferred and prepaid taxes

taxes on the income of the fiscal year, current, deferred and prepaid taxes TOTAL 23) Profit (loss) for the fiscal year

7. Financial Statements

p. 65

Notes to the financial statements: First Part

The financial statements as at 31st December 2015 correspond to the regularly kept accounting records and have been drafted in accordance with the criteria established by art. 2423 and following of the Italian Civil Code and integrated by the accounting standards of the OIC – Italian Accounting Body. During said fiscal year no exceptional circumstances requiring exemptions under art. 2423, paragraph 4 of the Civil Code occurred. In accordance with art. 16, paragraph 8 of Legislative Decree 213/1998 and art. 2423 of the Civil Code, all amounts are expressed in Euro without decimals, rounded up to the nearest whole number if equal or greater than 0.5 Eur or rounded down to the nearest whole number if inferior to 0.5 Eur. The entry of the Balance Sheet and Income Statement items has been done in conformity with the provisions included in art. 2424 bis and 2425 bis. For each of said items the corresponding figure of the previous fiscal year has been added for comparison. To this end, it is pointed out that, as better defined in the Management Report attached to these financial statements, the Company started its operational activity only from April 2015; therefore, the figures of the previous fiscal year are not comparable with those of the fiscal year ended on 31st December 2015. The financial statements closed as at 31st December 2015 show a profit of Eur 419,312.

AIRiminum 2014 was established as a limited liability Company on 9 July 2014. On 20 January 2016 said Company was transformed into a joint-stock Company with extraordinary meeting minutes written by Notary Andrea Forlini from Rome, volume n. 2878, file n. 1619. The corporate purpose is carrying out activities of development, planning, implementation, adjustment, management, maintenance and use of facilities and infrastructure for the airport operation. The Company, in early 2015, acquired Aeradria (former management company of Rimini and San Marino International Airport) bankruptcy compendium, composed of tangible and intangible assets. On 11th March 2015 the Company signed with ENAC the 30 - year agreement for the management of “Federico Fellini” Rimini - San Marino International Airport. On 27th March 2015 the Company obtained, with the signature of Dr. Alessio Quaranta, ENAC Director General, the management decree of Rimini airport’s early occupation, pending the issuance of the interministerial decree concerning the assignment of the airport’s total management. On 1st April 2015 the airport was reopened with the Transaero Airline flight UNI371 arriving from Moscow Domodedovo. On 9th January 2015 AIRhandling S.r.l. was established, in which the Company holds a share equal to 100% of the share capital. On 27th April 2015 the shareholder Syncronie S.r.l. signed the share capital increase by Eur 150,000 (therefore, the share capital passed from Eur 3,105,000 to Eur 3,255,000) fully paid up by waiving the credit claimed by said shareholder against the Company for the same amount. th

Notes to the financial statements: First Part

p. 67

Information concerning the activity and main corporate events occurred after the end of the fiscal year

On 18th May 2015 the Company’s Board of Directors, appointed by the shareholders meeting with minutes dated 13th April 2015, approved AIRhandling S.r.l. capital increase by Eur 300,000 signed through the contribution of its own capital goods consisting in special vehicles to be used for airport operations during the performance of the subsidiary corporate activity. The provision of such tangible assets, whose historical cost amounts to Eur 40,341, produced a capital gain from assets disposal of Eur 259,659, registered in the Income Statement at item E20) Extraordinary income and expenses. On 21st September 2015 the shareholder Syncronie S.r.l. signed the share capital increase by Eur 108,000 (therefore, the share capital passed from Eur 3,255,000 to Eur 3,363,000) fully paid up through the contribution of its whole share in the Company “Expo Venice S.p.A.” represented by n. 5,000 ordinary shares of the nominal value of Eur 10 each, as indicated by share n. 2. On 25th September 2015 the shareholder Armonie S.r.l. signed the share capital increase by Eur 257,000 (therefore, the share capital passed from Eur 3,363,000 to Eur 3,620,000), paid for Eur 64,250. Finally, on 5th February 2016 the shareholder Armonie S.r.l. signed a further share capital increase by 380,000 Eur (therefore, the share capital passed from Eur 3,620,000 to Eur 4,000,000) paid for Eur 95,000.

Assessment criteria

According to the provision of art. 2423 bis of the Civil Code, the financial statements preparation aimed at: • the evaluation of each single item on a prudent and going concern basis, also considering the economic function of the concerned assets and liabilities; • the sole inclusion of the profits actually achieved in the course of the fiscal year; • the definition of income and costs according to the accruals principle; • the inclusion of all risks and losses, even if acknowledged after the end of the fiscal year; • the separate evaluation of different elements included in each single item. The assessment criteria application continuity over time represents an essential element in the comparability of the company’s financial statements of different fiscal years. For a better comparability, the balances of the main items of the financial statements as at 31st December 2015 are compared with the outcome of the financial statements as at 31st December 2014.

AIRiminum Financial statements 2015

Given the obligation to indicate for each item the amount of the corresponding entry of the previous fiscal year, in the event of item reclassification as at 31st December 2015, the corresponding item of the previous fiscal year was reclassified too, in accordance with the principle of clarity under art. 2423, paragraph 2 of the Civil Code. The criteria employed in the financial statements preparation for the fiscal year ending as at 31st December 2015 do not differ from those used for the previous fiscal year, given that 2014 fiscal year represents the first year of company establishment while 2015 is the first company operation year. No circumstances required the exemption from the established assessment criteria because considered incompatible with the â&#x20AC;&#x153;true and fair viewâ&#x20AC;? of the financial situation and economic performance of the Company, under art. 2423, paragraph 4 of the Civil Code. No currency revaluations were carried out. The application of the principle of prudence involved the individual assessment of each single element composing assets and liabilities. The operations and events effect was detected from the accounting point of view and attributed to the fiscal year which said operations are referred to and not to the year in which these transactions occurred, in compliance with the accounting principle. The financial statements preparation took into account the risks and losses concerning that fiscal year, even if acknowledged after the end of the latter.

The item concerning the receivables from shareholders for still due amounts includes amounts that the Company shall receive from its Shareholders for approved cash contributions which have not been paid yet at the balance sheet date.

Receivables from shareholders for still due amounts

Intangible and tangible assets that, by intended use, are subject to a long-term use within the company are recorded according to the costs incurred for purchase or production, including directly attributable ancillary expenses. Fixed assets do not include financial charges related to any possible loan applied for their construction or purchase.

Fixed assets

Intangible assets include those assets that have no identifiable physical nature, are controlled by the company and can produce future economic benefits. They may also derive from company merger. Intangible assets lifespan can be definite or indefinite. They are recorded at purchase or internal production cost and are systematically amortized on a straight-line basis over the residual useful life of the assets. Fixed assets whose value at the end of the fiscal year has an inferior duration compared to the residual cost to be amortized are stated at such lower value; this may change if in the next fiscal years the reasons for the performed amendment no longer exist. Start-up and capital costs with multi-year useful life were recorded as assets upon consent of the Board of Statutory Auditors and amortized in five years.

Intangible assets

Notes to the financial statements: First Part

p. 69

Tangible assets

Tangible assets are recorded at purchase or production historical cost, including all directly attributable ancillary costs and expenses and indirect costs concerning internal production. They are amortized through the annual provision of depreciation rates. Amortization is determined on a straight-line basis over the residual useful life of the assets. The amortization period runs from the fiscal year in which the assets are ready to be used. The rates reflecting the outcome of the amortization schedules have been applied and reduced by 50% in the event of acquisition during the fiscal year, since they represent the actual depreciation compared to the shorter useful life. Applied rates are: • plants and machinery 10% and 15%; • industrial and commercial equipment 10%; • furniture and ordinary office equipment 12%; • electronic office equipment 20%; • ramp vehicles 10%; • motor vehicles 25%.

Financial assets

The shares owned by the Company are recorded as fixed assets when they represent a long-lasting and strategic investment, and are valued at purchase and/or subscription cost (art. 2426 n. 1 Civil Code), possibly adjusted in case of impairment losses.

Inventories

Inventories of raw and auxiliary materials, consumables and supplies are recorded at purchase cost and valued at the lower of purchase cost and realizable value.

Receivables

They are recorded at their nominal value, duly adjusted through a write-down provision in order to adapt their value to the estimated realizable value, while taking into account the general economic and sector conditions and also the country risk of the debtor. They are classified according to their nature and with reference to the subjects they are due from.

Financial assets which are not fixed assets Cash funds

They are stated at the lower of purchase cost and market value.

They are stated at their nominal value and correspond to the actual balance as at 31st December 2015 resulting from cash existence in the company funds and bank accounts reconciled with the bank statements sent by the bank institutes on the same date.

AIRiminum Financial statements 2015

They are accounted for according to an accrual basis with reference to the period when they were actually incurred.

Prepayments and accrued income

Severance indemnity payable was calculated in conformity with the regulations in force and collective agreements governing the employment relationship of employees. It corresponds to the Company’s commitment towards each employee in the event of employment termination and is calculated at balance sheet closing date.

Employee severance indemnity

They are recorded at the nominal value representing the actual extinction value.

Payables

Costs and revenues are accounted for on an accrual basis regardless of the collection and payment date, after deduction of returns, discounts, allowances and bonuses.

Costs and revenues

The income tax charge, for the fiscal year in question, is determined on the basis of the regulations in force. Prepaid taxes are, moreover, allocated in accordance with the reasonable certainty of taxable profits existence when temporary differences reverse and are stated as receivables under the item “Prepaid taxes”.

Income taxes

Notes to the financial statements: First Part

p. 71

Explanatory notes: Assets

Variations of receivables from Shareholders for still due payments

Receivables from Shareholders for still due payments amount to Eur 2,115,409 and correspond to the payments subscribed by the Shareholders at the time of share capital increase and that were still unpaid at the end of the fiscal year. The net change of Eur (75,841) shall be the difference between the increase in subscriptions of Eur 515,000 and the decrease in payments of 590,841. Variations of receivables from Shareholders for still due payments (in Euro)

Value at the beginning of the fiscal year

Variations Value at the during the end of the fiscal year fiscal year

Receivables for still due and not called up payments

2.191.250

(75.841)

2.115.409

receivables for still due payments TOTAL

2.191.250

(75.841)

2.115.409

The following table shows the details of the amounts of each shareholder at the end of the fiscal year: Shareholder

Amount (in Euro)

Rimini Partecipazioni S.r.l.

521.054

Free Energia S.p.A.

52.105

Armonie S.r.l.

287.750

EDS Infrastrutture S.p.A.

356.250

Sweet Home S.r.l.

213.750

Syncronie S.r.l.

262.500

Synergie 4 AIRiminum S.r.l.

422.000 TOTAL

AIRiminum Financial statements 2015

2.115.409

Intangible fixed assets, after the deduction rate, is Eur 595,541 and increased by Eur 445,500 compared to 31st December 2014. The following table shows the details of the variations of the intangible fixed assets:

Movements of intangible fixed assets (in Euro)

Start-up and expansion costs

Industrial Concessions, patents and licences, intellectual trademarks Other Intangible property and similar intangible fixed assets rights rights fixed assets TOTAL

Value at the beginning of the fiscal year Cost

69.722

80.420

150.142

Financial statement value

69.722

80.420

150.142

Variations during the fiscal year Increases due to acquisitions

99.103

31.906

316.017

70.041

517.067

Fiscal year amortisations

33.765

6.381

10.613

20.909

71.668

65.338

25.525

305.404

49.132

445.399

168.825

31.906

316.017

150.461

667.209

33.765

6.381

10.613

20.909

71.668

135.060

25.525

305.404

129.552

595.541

variations TOTAL

Value at the end of the fiscal year Cost Amortisations (amortisation Fund) Financial statement value

The item Start-up and expansion costs, whose original amount is Eur 168,825, refers to the expenses related to lawyers’ and notary’s fees incurred in the previous fiscal year during the Company incorporation, and also to the expenses incurred during the fiscal year in order to make the company structure operative, as well as for the management support activities during the start-up phase of the business. The fiscal year increase is Eur 99,103. The item is amortised over 5 years on a straight-line basis. The amortisation recorded during the same period is Eur 33,765. The item Industrial patents and intellectual property rights, whose original amount is Eur 31,906, refers to all expenses for developing the Company’s website (Eur 18,100) as well as to the one-off consideration for the purchase of licenses of accounting and management software, TeamSystem and Cityware, for Eur 13,806.

Explanatory notes: Assets

p. 73

Intangible fixed assets

This item is amortised over 5 years at constant rates. During the period, the recorded amortisation is Eur 6,381. The item Concessions, licences, trademarks and similar rights, whose original amount is Eur 316,017, refers mainly to expenses incurred in order to obtain a thirty-year concession and precisely to consultancies aimed at acquiring the certification as airport manager and to the costs of employees hired before the operating activities had started and necessary to obtain the above-mentioned certification. The agreement was signed on March 2015 and lasts 30 years. The amortisation plan related to the expenses of this item takes into account the residual duration of the concession. During this period, the recorded amortisation is Eur 10,613. During the fiscal year, there has been a reclassification of some values to the item “Other intangible fixed assets”, in order to ensure a better representation. The item Other intangible fixed assets, whose original amount is Eur 150,461, refers to: • Extraordinary works on third-party assets, whose original amount is Eur 55,087, related to expenses incurred in order to restore the functionality of the airport indoor and outdoor space and for the development and the construction of a paying parking near the airport; • Other multi-year expenses, whose original amount is Eur 95,375, of which Eur 55,420 related to the previous fiscal year and Eur 39,955 related to the 2015 fiscal year increases. In particular, the multi-year expenses of the company compendium acquired at the bankruptcy of the ex management company (expenses for the completion of the documents about earthquake and fire, mapping and planimetric and altimetric survey, “airport master plan”, etc.) of Eur 19,248, consultancy and design of the airport signage for Eur 11,574 and multi-year expenses for Eur 9,133.

AIRiminum Financial statements 2015

Tangible fixed assets, after the deduction rate, are equal to Eur 261,739 and are composed as follows:

Movements of tangible fixed assets (in Euro)

Industrial and commercial equipment

Other tangible fixed assets

Tangible fixed assets TOTAL

5.000

150.961

125.776

281.737

250

8.037

11.711

19.998

4.750

142.924

114.065

261.739

5.000

150.960

125.776

281.736

250

8.036

11.711

19.997

4.750

142.924

114.065

261.739

Plant and machinery

Value at the beginning of the fiscal year Financial statement value Variations during the fiscal year Increases due to acquisitions Fiscal year amortisations variations TOTAL

Value at the end of the fiscal year Cost Amortisations (Amortisation Fund) Financial statement value The item Plant and machinery, whose original amount is Eur 5,000, refers to the purchase of an air conditioner Daikin and of a wall-mounted boiler Junkers. The amortisation of this item is of Eur 250. The item Industrial and commercial equipment refers mainly to the purchase of ramp, workshop and security equipment, as part of the bankruptcy compendium of Aeradria. This item is also recorded in the financial statements as Eur 142,924, net of the accumulated depreciation of Eur 8,036.

Explanatory notes: Assets

p. 75

Tangible fixed assets

The Other tangible fixed assets, equal to Eur 125,776 before depreciation rates, come from the purchase of furniture, electronic machinery and other mechanical machines, as part of the bankruptcy compendium of Aeradria. These are made up as follows:

Historical cost

Fund

Value as at 31/12/2015

Furniture and ordinary office machinery

14.427

866

13.561

Electronic office machinery

63.909

6.391

57.518

1.296

288

1.008

Ramp equipment

28.266

3.093

25.173

Furniture

17.878

1.073

16.805

125.776

11.711

114.065

Other tangible fixed assets (in Euro)

Vehicles

TOTAL

During the fiscal year 2015, part of the assets included in the item Industrial and commercial equipment, of Eur 33,310, and â&#x20AC;&#x153;otherâ&#x20AC;?, of Eur 7,031, for a grand total of Eur 40,341, has been subscribed at the time of the share capital increase of the subsidiary company AIRhandling S.r.l., for a total consideration of Eur 300,000. The capital gain generated by this assignment, equal to Eur 259,659, is part of the extraordinary income.

Financial assets

The following summarising table shows the handling changes during 2015 in relation to the involved companies (investment, other titles, treasury shares): Movements of financial assets (in Euro)

Investment in subsidiary company

Investment TOTAL

Value at the beginning of the fiscal year Financial statement value

310.000

Cost

310.000

Financial statement value

310.000

Variations during the fiscal year Increases due to acquisitions variations TOTAL Value at the end of the fiscal year

AIRiminum Financial statements 2015

The item Investment in subsidiary companies consists entirely of investment at 100% of the Share Capital of â&#x20AC;&#x153;AIRhandling S.r.lâ&#x20AC;?, based in Rimini (RN), Via Flaminia N. 409, Share Capital Eur 310,000, subscribed at the time of company incorporation on 9th January 2015.

Information on the investment in subsidiary companies

AIRhandling S.r.l. (in Euro) Capital in Euro

310.000

Profit (Loss) of the last fiscal year in Euro

54.612

Net assets in Euro

364.612

Share in %

100,00%

Financial statement value or corresponding receivable

310.000 TOTAL

310.000

This represents a durable and strategic investment of the Company. This investment is valued at the subscription cost in accordance with the principle of continuity of the assessment criteria. If the investment in the subsidiary company had been evaluated according to the net asset method established by article 2426 paragraph 1 point 4 of the Italian Civil Code, there would be a positive difference of Eur 54.612, compared to the evaluation according to the cost method.

The item Inventory, of Eur 10,070, refers to the uniforms of the employees, for Eur 3,160, and to consumables and spare parts for Eur 6,910.

Inventory (in Euro) Raw, subsidiary and consumable materials inventory TOTAL

Explanatory notes: Assets

Value at the beginning of the fiscal year

Variations during the fiscal year

Value at the end of the fiscal year

10.070

p. 77

Current assets: Inventory

Current assets: Variations in receivables

The Receivables, amounting to Eur 993,945, consist entirely of receivables due within the following fiscal year and are made up as follows: Value at the beginning of the fiscal year

Variations during the fiscal year

Value at the end of the fiscal year

Share due within the following fiscal year

Receivables from customers included in current assets

405.841

Tax related receivables included in current assets

560.000

Deferred tax assets included in current assets

22.029

(14.271)

7.758

5.343

22.029

971.916

993.945

Receivables (in Euro)

Receivables from other customers included current assets receivables included in current assets TOTAL

The item Receivables from customers, amounting to Eur 405,841, refers to invoices issued to airlines and to sub-licensees for services and for premises of activities until 31st December 2015. In order to put the receivable with its probable realisation value, an analytic analysis of the receivables from costumers was conducted, in compliance with the Accounting Principle OIC N.5, establishing a provision to the devaluation fund of receivables from customers, of Eur 50,666, composed as follows: â&#x20AC;˘ Eur 4,187 as share fiscally deductible during the fiscal year, as required by the 1st paragraph, art. 106 of DPR 917/1986; â&#x20AC;˘ Eur 46,479 to taxed provisions for contingencies, as adaptation to the real risk of not being able to collect some receivables. The item Receivables from subsidiaries, Eur 560,000, refers mainly to the consideration for service contract related to activities carried out by the parent company in favour of AIRhandling S.r.l., of which Eur 250,000 for to-be-issued invoices. The item Tax related receivables, Eur 7,758, refers entirely to the VAT credit at the end of the fiscal year.

AIRiminum Financial statements 2015

The item Receivables from pre-paid taxes, for Eur 15,003, refers to the following deductible temporary differences in the following fiscal years: Receivables from pre-paid taxes (in Euro)

IRES tax corporation tax

IRAP tax regional tax

values as at 31/12/2015 TOTAL

12.782

2.221

15.003

Tax on receivable depreciation Maintenance expenses etc. 5%

Deductible temporary differences in the following fiscal years

The item Other receivables, Eur 5,343, refers to payments made in favour of suppliers for to-be-received invoices, of Eur 698, to receivables for guarantee deposits on telephone, water, electricity consumption for Eur 4,545, and other receivable for Eur 100.

The table shows data on receivables included in current assets grouped by geographical area, as defined by Article 2427, point 6 of the Civil Code: Receivables grouped by geographical area (in Euro)

Italy

Europe Europe EU Countries Non-EU Countries

TOTAL

Receivables from clients included in current assets

115.768

184.632

105.441

405.841

Receivables from subsidiary companies included in current assets

560.000

7.758

15.003

5.343

receivables included In current assets TOTAL 703.872

184.632

105.441

993.945

Tax related receivables included in current assets Activities for prepaid taxes included in current assets Receivables from others included in current assets

Explanatory notes: Assets

p. 79

Receivables included in current assets grouped by geographical area

Receivables related to operations with grant back obligation

Current assets: Variations of financial activities that do not constitute fixed assets

As defined by Article 2427, point 6-ter Civil Code, it should be noted that there are no receivables included in current assets deriving from operations that need grant back obligation for the purchasers.

Financial activities with no fixed assets (in Euro) Other participations with no fixed assets financial activities that do not constitute fixed assets TOTAL

Value at the beginning of the fiscal year

Variations during the fiscal year

Value at the end of the fiscal year

108.000

The item Financial activities (with no fixed assets) amounting to Eur 108,000 refers to the participation of other companies, precisely of Expo Venice S.p.A., represented by the share nÂ°2, conferred on 21st September 2015 by the shareholder Syncronie S.r.l. at the value determined on the basis of a estimated certified appraisal by an independent statutory auditor.

Current assets: Variations of cash funds

Variations of cash funds (in Euro)

Value at the beginning of the fiscal year

Variations during the fiscal year

Value at the end of the fiscal year

Bank and postal accounts

767.896

(14.164)

753.732

850

6.020

6.870

768.746

(8.144)

760.602

Cash-in-hand and cash equivalents cash funds TOTAL

The item Cash funds is equal to Eur 760,602 and consists of Eur 6,870 for cash-in-hand funds of the company, and of Eur 753,732 for the active balance of bank current accounts in different credit Institutions, reconciled with the bank statements sent by the credit Institutions on 31st December 2015.

Prepayments and accrued income

Prepayments and accrued income (in Euro) Other prepayments prepayments and accrued income TOTAL

AIRiminum Financial statements 2015

Value at the beginning of the fiscal year

Variations during the fiscal year

Value at the end of the fiscal year

9.849

16.692

26.541

9.849

16.692

26.541

Taking into account the nature and the costs from which they derive from, the prepayments are referring to costs incurred in advance pertaining to subsequent fiscal years. In particular, the item is made up as follows: Prepayments (in Euro) Insurance

19.743

Telephone expenses

3.405

Membership dues

1.000

Subscription

706

Guarantees given

Maintenance fees

517

Domain management fees

1.145 TOTAL

Explanatory notes: Assets

26.541

p. 81

Notes to the financial statements: liabilities and net equity

Variations in net equity items

This item amounts to Eur 4,034,366 and is composed as follows: Allocation of the result of previous fiscal year

Other variations

Other allocations

Increases

3.105.000

515.000

3.620.000

Contributions to cover losses

850

other reserves TOTAL

850

(5.796)

Net profit (loss) for the fiscal year

(5.796)

5.796

419.312

net equity TOTAL

3.100.054

515.000

419.312

4.034.366

Variations in net equity items (in Euro) Capital

Value at the beginning of the fiscal year

Operating result

Value at the end of the fiscal year

Other reserves

Retained earnings (losses)

AIRiminum Financial statements 2015

Net equity (in Euro) Capital

Amount

Origin / nature

Potential use

3.620.000

Share capital

850

Capital reserve

Other reserves Contributions to cover losses other reserves TOTAL

850

Retained earnings Non-distributable amount TOTAL

(5.796)

Previous fiscal year result

3.615.054

Legend A = for capital increase B = to cover losses C = for distribution to shareholders It should be noted that during the Notary Meeting on 28th October 2014 a paid Share Capital increase to be subscribed within 31st October 2016 was approved. In relation to the Meeting resolution, during the 2015 fiscal year and early 2016 the following subscriptions were made: • on 14th April 2015 Eur 150,000 • on 21st September 2015 Eur 108,000 • on 25th September 2015 Eur 257,000 • on 5th February 2016 Eur 380,000 As at 31st December 2015 the Share Capital amounted to Eur 3,620,000 paid up for Eur 1,504,591 while as at the date of financial statements preparation the Share Capital was equal to Eur 4,000,000 paid up for Eur 1,599,591 due to a further subscription of Eur 380,000 paid up for Eur 95,000 by the shareholder Armonie S.r.l. on 5th February 2016.

Notes to the financial statements: liabilities and net equity

p. 83

Net equity availability and use

Information on employment severance indemnity

Employment severance indemnity (in Euro) Value at the beginning of the fiscal year

Variations during the fiscal year

Fiscal year provision

24.893 variations TOTAL

Value at the end of the fiscal year

24.893 24.893

The provision represents the current Company debt, at the end of the fiscal year, to be paid to employees who are still active on that date. The fiscal year provision of Eur 24,893 refers to those employees who, as a result of the entry into force of the new supplementary social security scheme, have addressed the employment severance indemnity to the Company.

Debts and other payables: Variations and deadline

The item Debts and other payables of Eur 1,122,588 and entirely due within the following fiscal year, is made up as follows: Debts and other payables (in Euro)

Value at the beginning of the fiscal year

Variations during the fiscal year

Value at the end of the fiscal year

Amount due within the fiscal year

58.677

Amounts payable to suppliers

31.304

447.455

478.759

Amounts payable to subsidiary companies

830

Amounts payable to tax authorities

155

277.237

277.392

Amounts payable to social security institutions

39.987

10.450

256.493

266.943

41.909

1.080.679

1.122.588

Payments on account

Other debts debts and other payables TOTAL

The item Payments on account of Eur 58,677 consists of Eur 36,675 of advances from airlines for services not yet provided, and of Eur 22,002 of security deposits received from sub-licensing businesses.

AIRiminum Financial statements 2015

The item Amounts payable to suppliers of Eur 478,759 consists of debts for invoices of Eur 339,519 and of debts for to-be-received invoices of Eur 139,240. The item Amounts payable to subsidiary companies of Eur 830 refers to the amount payable to AIRhandling S.r.l. for payments made to the latter in the name and on behalf of the Company. The item Amounts payable to tax authorities of Eur 277,392 consists of the tax payable for Eur 235,108, the payable for deductions towards employees, and regional and municipal taxes, for Eur 11,322, the payable for deductions towards self-employed workers for Eur 1,962 and other amounts payable to tax authorities (IMU - Municipal Property Tax and TARSU - Waste disposal tax), for Eur 29,000. Deductions towards employees and self-employed workers are related to December 2015, paid in January 2016. In accordance with the requirement of the Accounting standard n°25, the tax payable of the current year, Eur 235,108, was recorded net of withholding taxes legally countervailable, therefore, since the deductions are less than the payable taxes, it is reported in the liabilities as follows: Amounts payable to tax authorities (in Euro) Fiscal year tax

IRES tax corporation tax

IRAP tax regional tax

values as at 31/12/2015 TOTAL

187.739

47.459

235.198

(90)

187.649

47.459

235.108

Payments on account received in the fiscal year Deductions TOTAL

In order to determine IRES (corporation tax) and IRAP (regional tax), the provision was based on the taxable fiscal income with the appropriate tax rate (27.5% for IRES and 3.9% for IRAP). The item Amounts payable to social security institutions of Eur 39,987, refers to payables to INPS (Italian National Social Security Institution) employees for wages and salaries of December 2015, paid in January 2016, of Eur 25,828, to the payable to INAIL (Italian National Institute for the Prevention of Accidents at Work) of Eur 11,081, to the payable to FASI (Italian Supplementary Health Insurance Contributions) of Eur 3,078. The item Other debts, of Eur 266,943, refers to: • debts to employees and associates for December 2015, Eur 50,654; • debts for accrued holiday, ROL (reduction of working time), fourteenth month’s pay and related contributions, Eur 44,975;

Notes to the financial statements: liabilities and net equity

p. 85

• debts to corporate bodies for repayment of expenses incurred in the name and on behalf of the Company, Eur 26,155; • debts to directors for remuneration still not paid out, Eur 14,819; • debts for credit cards, Eur 1,868; • debts for regional taxes related to receivables from airlines, Eur 109,908, of which Eur 12,259 paid in January 2016; • debts to ENAC for the concession fee, for Eur 11,142 for the second quarter of 2015, paid in January 2016; • debts to Previndai (pension fund) of Eur 6,842, paid in February 2016; • debts for membership dues, Eur 580.

Receivables grouped by geographical area

Receivables grouped by geographical area (in Euro) Payments on account Amounts payable to suppliers Amounts payable to subsidiary companies Amounts payable to tax authorities Amounts payable to social security institutions Other debts debts TOTAL

Prepayments and accrued expenses

Europe UE Italy countries

Europe Non-UE countries

Other areas

TOTAL

46.989

11.392

296

58.677

230.401

238.134

10.224

478.759

830

277.392

39.987

266.943

862.542

249.526

296

10.224

1.122.588

Value at the beginning of the fiscal year

Variations during the fiscal year

Value at the end of the fiscal year

Accrued expenses

(53)

prepayments and accrued expenses TOTAL

(53)

Prepayments and accrued expenses (in Euro)

AIRiminum Financial statements 2015

Explanatory Notes: Profit & Loss Account

The item, equal to Eur 2,749,867, consists of revenue from service provision of Eur 2,696,376, from increments of internal work capitalised under fixed assets of Eur 48,133 and from other revenues and income of Eur 5,358. Revenue from sales and services, for Eur 2,696,376, earned by the Company, entirely made on the Italian territory and related mainly to national customers or from the European Union, are made up as follows (art.2427, I par., n. 10, Civil Code): Revenue (in Euro)

31/12/2014

31/12/2015

Variations

Revenue for aviation services

1.460.339

Revenue for non-aviation services

1.236.037

revenue from sales and services TOTAL

2.696.376

The following table shows the details of revenue for aviation services: Revenue for aviation services (in Euro)

31/12/2014

31/12/2015

Variations

Passenger boarding fees

667.293

Landing, take-off and stopover fees

301.903

Passenger security fees

144.904

Screening of hold baggage fees

186.379

Freight loading and unloading fees

114

Revenue from reduced mobility passenger consideration

25.597

Other revenue from assistance

134.149

1.460.339

revenue for aviation services TOTAL

The following table shows the details of revenue for non-aviation services: Revenue for non-aviation services (in Euro)

31/12/2014

31/12/2015

Variations

Sublicensing of premises and areas

703.045

Car parks

53.048

Other revenue

479.944

1.236.037

revenue for non-aviation services TOTAL

Explanatory Notes: Profit & Loss Account

p. 87

Production value

The Other revenues are divided as described: Other revenues (in Euro)

31/12/2014

31/12/2015

Variations

Ticket office

1.149

Advertising

28.795

Service contract revenue

Â -

450.000

479.944

other revenues TOTAL

The item Service contract revenue refers to all services provided by the company entirely owned by AIRhandling S.r.l., meaning services for general and secretary business managing, corporate organisation, administrative and accounting support, insurance consulting, security and quality, technical and operational assistance for the management of the activities in the handling and legal advice sector, as agreed on the contract with the subsidiary company, to improve the organisation of the group. The item Increments under fixed assets of internal work capitalised, of Eur 48,133, refers to the capitalisation, as intangible fixed assets, of the costs of employees hired before the operating activities had started in order to be granted of the certification by the ENAC. The item Other revenues and income, of Eur 5,358, refers mainly to the recovery of administrative expenses.

AIRiminum Financial statements 2015

Costs of production

The Costs of production, of Eur 2,364,563 as at 31st December 2015, have increased compared to the previous fiscal year by Eur 2,358,767, taking into account that 2015 has been the first year of operating activities. The items are as follows: 6) Raw and auxiliary materials and consumables costs, Eur 86,106, are made up as follows: Raw and auxiliary materials and consumables costs

Amounts (in Euro)

Consumables

17.582

Maintenance materials

23.001

Fuel and lubricants

20.590

Work clothing Stationary and printers Other purchases

7.679 14.189 3.065

7) Services, equal to Eur 1,260,127, are made up as follows: Services

Amounts (in Euro)

Different services

88.351

Ground handling and terminal services

99.934

Electricity and other utilities

245.362

Technical, management and commercial assistance

403.205

Surveillance

5.240

Cleaning and waste disposal expenses

90.493

Maintenance, repair and other contractual expenses

51.158

General insurance

51.774

Other expenses for employees (training, travels, etc.)

24.886

Company bodies expenses (remuneration, travels, etc.) Other expenses for services

160.208 39.516

The item Technical, management and commercial assistance includes the expenses for the health facilities in the airport, information support expenses and incentives for the development of air traffic mainly for tour operators.

Costs of production

p. 89

8) Use of third party assets, for Eur 16,027, refers to the concession fee towards ENAC for 2015, of Eur 15,967, and to the rental of industrial equipment, of Eur 60.

9) Costs of employees amounting to Eur 839,487: this item shows, on the accrual basis, the expenses of the services for employees (with a permanent contract), before withholding taxes, social security costs and other deductions at the expense of the employees, of the employee’s severance indemnity, of holidays and days of leave not used and relative contributions. Expenses for employees include the item “other expenses” related to expenses for medical examinations for employees and for the purchase of coffee voucher. In the following table there is the number of employees as at 31st December 2015, classified by category: Employees

Managers

Employees

Workmen

TOTAL

Al 31.12.2014

Hiring

Dismissals resignations - other

Variation of occupation (+/-)

As at 31.12.2015

Average number of employees

10) Amortisation, depreciation and write downs, Eur 142,332 The item refers to the amortisation of intangible fixed assets, for Eur 71,668, and of tangible fixed assets, for Eur 19,998, and to the depreciation of receivables from customers included in current assets, for Eur 50,666, whose details are showed in the respective paragraph as commentary of “Fixed assets” and “Receivables from customers”. 11) Variations of inventory of raw and auxiliary materials, consumables and supplies, for Eur (10,070) This item refers to the employees’ uniform, for Eur 3,160, and to the consumables and spare parts, amounting to Eur 6,910. 14) Other operating expenses, Eur 30,554: Other operating expenses consist mainly of indirect taxes and duties and of other operating expenses and mainly of customer gifts for Eur 3,044, and of the IMU (municipal property tax) equal to Eur 20,000.

AIRiminum Financial statements 2015

Financial income and expenses

The item amounting to Eur (329) refers to: • Other financial income, for Eur 348, concerning the interest income accrued on the Company bank accounts;

Division of interest and other financial expenses by debt type

• Other financial expenses, for Eur 516, concerning the interest expenses to be paid to suppliers and other interest expenses; • Exchange rate losses, for Eur 161, concerning differences collected during the fiscal year.

Financial income and expenses (in Euro) Other

516 TOTAL

516

Extraordinary income and expenses

This item, equal to Eur 254,532 is composed as follows: • Extraordinary income for Eur 259,779 mainly deriving from assets disposal gain for Eur 259,659 which represents the difference between the value of the assets transferred to AIRhandling S.r.l. parent company and their purchase historical cost; • Extraordinary expenses for Eur 5,247 totally deriving from liabilities. The item in question, equal to a total of Eur 220,195, is made up of the amount concerning the taxes on the fiscal year income and prepaid taxes. The table below shows the details: Taxes on the fiscal year income (in Euro)

IRES Corporation tax

IRAP Regional tax

TOTAL

Current taxes

187.739

47.459

235.198

Prepaid taxes

15.003

The description of the temporary differences which have led to the identification of prepaid taxes and their subsequent effect on the financial statements, have been previously reported in the table as a note under the item “Credits for prepaid taxes”. For a further understanding, here below the Reconciliation statement between the financial statements’ tax charge and IRES/IRAP theoretical tax charge.

Financial income and expenses

p. 91

Taxes on the fiscal year income, current, deferred and prepaid taxes

Reconciliation statement between the financial statementsâ&#x20AC;&#x2122; tax charge and IRES theoretical tax charge

IRES corporation tax, reconciliation statement (in Euro)

Taxable income

IRES corporation tax

Result before taxes

639.507

175.864

(53.949)

(14.836)

Other decreasing variations: ACE

Differences that will not affect future fiscal years: increasing variations IMU municipal property tax

20.000

5.500

Write-down of receivables

46.479

12.782

5.247

1.443

25.402

6.986

Capital gains Other variations Tax income

682.686

Current taxes on the fiscal year income

Reconciliation statement between the financial statementsâ&#x20AC;&#x2122; tax charge and IRAP theoretical tax charge

IRAP regional tax, reconciliation statement (in Euro)

187.739

Taxable income

IRAP regional tax

385.304

15.027

839.486

32.740

1.224.790

47.767

113.690

4.434

84.896

3.311

IRAP deductions

(206.476)

(8.053)

Tax income

1.216.900

Difference between production value and cost Irrelevant items of the income statement: B9) labour cost Net production value relevant to IRAP Definitive increasing variations Employees cost variations Non-deductible expenses for IRAP

Current taxes on the fiscal year income

AIRiminum Financial statements 2015

47.459

Notes to Cash-Flow Statement

Indirect Cash-Flow Statement (in Euro)

31/12/2015

31/12/2014

A) Cash flows deriving from operating activities (indirect method) Net profit (loss) for the fiscal year

419.312

(5.796)

Income taxes

220.195

329

(259.659)

380.177

(5.796)

Provisions

39.033

Fixed assets depreciation

91.666

130.699

510.876

(5.796)

(10.070)

(405.841)

Increase / (Decrease) of amounts payable to suppliers

506.132

31.304

Decrease/(Increase) of prepayments and accrued income

(16.692)

(9.849)

(53)

(268.765)

(11.579)

(195.289)

9.929

Interest expenses / (income) (Capital gains) / Losses deriving from business transfer 1) Net profit (loss) for the fiscal year before income taxes, interest, dividends and transfer capital gains/losses Adjustments for non-cash items that had no contra entry in the net working capital

adjustments for non-cash items that had no contra entry in the net working capital TOTAL 2) Cash flow before net working capital variations Net working capital variations Decrease / (Increase) of inventory Decrease / (Increase) of trade receivables

Increase / (Decrease) of accrued expenses Other decreases / (Other increases) of net working capital net working capital variations TOTAL

Notes to Cash-Flow Statement

p. 93

Indirect Cash-Flow Statement (in Euro)

31/12/2015

31/12/2014

315.587

4.133

(329)

57.042

155

(14.140)

42.573

155

358.160

4.288

(281.737)

259.659

(517.067)

(150.142)

(310.000)

(108.000)

(957.145)

(150.142)

590.841

913.750

850

590.841

914.600

Increase (decrease) of cash funds (A ± B ± C)

(8.144)

768.746

Cash funds at fiscal year beginning

768.746

Cash funds at fiscal year end

760.602

768.746

3) Cash flow after net working capital variations Other adjustments Interest received / (paid) (Paid income taxes) Other receipts/(payments) other adjustments TOTAL Cash flow of the operating activities (A) B) Cash flows deriving from investment Tangible assets (Cash flows from investment) Cash flows from disinvestments Intangible assets (Cash flows from investment) Financial fixed assets (Cash flows from investment) Short-term financial assets (Cash flows from investment) Investment cash flow (B) C) Cash flows deriving from funding Shareowner’s equity Paid capital increase Dividends and advance payments on paid dividends Funding cash flow (C)

AIRiminum Financial statements 2015

Explanatory Notes: Additional information

There are no leasing operations involving the transfer to the lessee of prevailing risks and benefits concerning the assets in question.

Leasing operations

The following table shows the total remuneration of directors and the auditor (in office since 2015), stating that such remuneration is found under the item charges for service provision:

Remuneration to directors and auditors

Remuneration

Amount (in Euro)

Directors remuneration Statutory Auditor remuneration remuneration to directors and auditors TOTAL

100.105 6.268 106.373

The Company does not hold own shares or parent companiesâ&#x20AC;&#x2122; shares, not even through a Trust Company or appointed party.

Own shares and parent companiesâ&#x20AC;&#x2122; shares

According to art. 2497-bis, paragraph 4, it should be noted that the Company business is not subject to the management and coordination of other companies and bodies.

Article 2497 bis Civil Code

Under art. 2427, paragraph 1, n. 22-bis Civil Code, here below it is stated that during the fiscal year the Company carried out operations with related parties at normal market conditions. The following table reports the nature and amount of the transactions performed with related parties during 2015 fiscal year:

Operations carried out with related parties (art. 2427, Par. 1, n. 22- bis, Civil Code)

AIRhandling S.r.l. Payables on receipts made in the name and on behalf of

Amount (in Euro) 830

Receivables for issued invoices

310.000

Receivables for invoices to be issued

250.000

Service contract revenues

450.000

Gain

259.659

Explanatory Notes: Additional information

p. 95

By virtue of a year-long service contract signed with AIRhandling S.r.l. parent company on 16th March 2015 and automatically renewable unless a 60-day prior notice is sent, the Company provides services related to the management of general affairs and secretarial duties, consumer general affairs and corporate management, administrative and accounting support, insurance consultancy, safety and quality, technical and operational support for business management in the handling sector and legal support. The comprehensive amount agreed for the year 2015 concerning the provision of the above-mentioned services was determined in Eur 450,000 calculated in relation to Eur 600,000 on an annual basis.

Further information required by art. 2427 Civil Code

• During the fiscal year no financial expenses were attributed to values recorded in the balance sheet assets (art. 2427 n. 8); • No dividends or other income were obtained from investment as referred to in art. 2425 n. 15 of the Civil Code other then dividends (art. 2427 n. 11); • The Company did not issue any dividend-right shares, or bonds convertible into shares, or securities or similar values, or other financial instruments (art. 2427 n. 18 and 19); • The Company did not allocate assets exclusively for a specific business (art. 2427 n. 20); • There is no agreement concerning the funding of a specific business (art. 2427 n.21); • There are no significant risks or benefits deriving from agreements which are not included in the balance sheet (art. 2427 n.22 ter); • The Company has no derivative financial instruments (art. 2427 bis, paragraph 1, n.1).

AIRiminum Financial statements 2015

Explanatory Notes: final part

It is restated that the assessment criteria described in these explanatory notes comply with the civil law and the financial statements results correspond to the balance of the accounting records kept in accordance with the regulations in force. These explanatory notes, as well as the entire financial statements of which they are integral part, represent truly and correctly the financial position of the Company and the economic result of the fiscal year and correspond to the results of the compulsory accounting records. As far as the fiscal year profit of Eur 419,312 is concerned, the Board of Directors proposes to set aside the amount of Eur 20,966 as Legal Reserve and the residual amount, equal to Eur 398,346, to be carried forward. Rimini, 30th March 2016

The President of the Board of Directors Laura Fincato

Explanatory Notes: final part

p. 97

BOARD OF AUDITORS REPORT

Board of auditors report

p. 101

AIRiminum Financial statements 2015

Board of auditors report

p. 103

AIRiminum Financial statements 2015

Board of auditors report

p. 105

AUDITING COMPANY REPORT

AIRiminum Financial statements 2015

Airiminum 2014 S.p.A. *** Bilancio al 31 dicembre 2015 Relazione della societĂ di revisione indipendente

An independent member of Baker Tilly International

Auditing company report

p. 109

Società di Revisione e Organizzazione Contabile 00153 Roma - Italy Piazza Albania 10 T: +39 06 57284302 F: +39 06 57250015 Pec: bakertillyrevisa@pec.it www.bakertillyrevisa.it

Relazione della società di revisione indipendente ai sensi dell’art. 14 del D.Lgs. 27 gennaio 2010, n. 39 Agli Azionisti della Airiminum 2014 S.p.A. Relazione sul bilancio d’esercizio Abbiamo svolto la revisione contabile del bilancio d’esercizio della Società Airiminum 2014 S.p.A., costituito dallo stato patrimoniale al 31 dicembre 2015, dal conto economico per l’esercizio chiuso a tale data e dalla nota integrativa. Responsabilità degli amministratori per il bilancio d’esercizio Gli amministratori sono responsabili per la redazione del bilancio d’esercizio che fornisca una rappresentazione veritiera e corretta in conformità alle norme italiane che ne disciplinano i criteri di redazione. Responsabilità della società di revisione È nostra la responsabilità di esprimere un giudizio sul bilancio d’esercizio sulla base della revisione contabile. Abbiamo svolto la revisione contabile in conformità ai principi di revisione internazionali (ISA Italia) elaborati ai sensi dell’art. 11, comma 3, del D.Lgs. 39/10. Tali principi richiedono il rispetto di principi etici, nonché la pianificazione e lo svolgimento della revisione contabile al fine di acquisire una ragionevole sicurezza che il bilancio d’esercizio non contenga errori significativi. La revisione contabile comporta lo svolgimento di procedure volte ad acquisire elementi probativi a supporto degli importi e delle informazioni contenuti nel bilancio d’esercizio. Le procedure scelte dipendono dal giudizio professionale del revisore, inclusa la valutazione dei rischi di errori significativi nel bilancio d’esercizio dovuti a frodi o a comportamenti o eventi non intenzionali. Nell’effettuare tali valutazioni del rischio, il revisore considera il controllo interno relativo alla redazione del bilancio d’esercizio dell’impresa che fornisca una rappresentazione veritiera e corretta al fine di definire procedure di revisione appropriate alle circostanze, e non per esprimere un giudizio sull’efficacia del controllo interno dell’impresa. La revisione contabile comprende altresì la valutazione dell’appropriatezza dei principi contabili adottati, della ragionevolezza delle stime contabili effettuate dagli amministratori, nonché la valutazione della presentazione del bilancio d’esercizio nel suo complesso.

BAKER TILLY REVISA S.P.A. - CAP. SOC. EURO 1.537.173,56 I.V. - REG. IMP. BO, COD. FISC. E P.I. N. 01213510017 - R.E.A. BO N. 362604 REGISTRO DEI REVISORI LEGALI N. 15585, SOCIETÀ DI REVISIONE GIÀ ISCRITTA AL N. 3 DELL’ALBO SPECIALE CONSOB SEDE LEGALE: VIA SIEPELUNGA, 59 - 40141 BOLOGNA - CONSOCIATE NEI PRINCIPALI PAESI DEL MONDO UFFICI IN BOLOGNA - BOLZANO - BRESCIA - FIRENZE - GENOVA - MILANO - ROMA - TORINO - TREVISO- VERONA

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AIRiminum Financial statements 2015

Riteniamo di aver acquisito elementi probativi sufficienti ed appropriati su cui basare il nostro giudizio. Giudizio A nostro giudizio, il bilancio d’esercizio fornisce una rappresentazione veritiera e corretta della situazione patrimoniale e finanziaria della Società Airiminum 2014 S.p.A. al 31 dicembre 2015 e del risultato economico per l’esercizio chiuso a tale data, in conformità alle norme italiane che ne disciplinano i criteri di redazione. Relazione su altre disposizioni di legge e regolamentari Giudizio sulla coerenza della relazione sulla gestione con il bilancio d’esercizio Abbiamo svolto le procedure indicate nel principio di revisione (SA Italia) n. 720B al fine di esprimere, come richiesto dalle norme di legge, un giudizio sulla coerenza della relazione sulla gestione, la cui responsabilità compete agli amministratori della Airiminum 2014 S.p.A. con il bilancio d’esercizio della Airiminum 2014 S.p.A. al 31 dicembre 2015. A nostro giudizio la relazione sulla gestione è coerente con il bilancio d’esercizio della Airiminum 2014 S.p.A. al 31 dicembre 2015. Roma, 14 aprile 2016

Baker Tilly Revisa S.p.A. Raffaello Lombardi socio procuratore

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Auditing company report

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