axélero s.p.a. half-year report at june 30, 2016 · 6/30/2016  · specialist banca akros s.p.a....

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Company Registration No. 07731860966 Economic and Administrative Register No. 1978319 axélero S.p.A. Half-Year Report at June 30, 2016 Registered Office in Milan Via Cartesio, 2 - Share Capital Euro 68,000.00 fully paid-in

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Page 1: axélero S.p.A. Half-Year Report at June 30, 2016 · 6/30/2016  · SPECIALIST Banca Akros S.p.A. 1Regulation ... 3.1 Group profile axélero is an Internet Company founded in 2008

Company Registration No. 07731860966

Economic and Administrative Register No. 1978319

axélero S.p.A.

Half-Year Report at June 30, 2016

Registered Office in Milan Via Cartesio, 2 - Share Capital Euro 68,000.00 fully paid-in

Page 2: axélero S.p.A. Half-Year Report at June 30, 2016 · 6/30/2016  · SPECIALIST Banca Akros S.p.A. 1Regulation ... 3.1 Group profile axélero is an Internet Company founded in 2008

axélero S.p.A. Group

Half-Year Report at June 30, 2016 Page 2

Contents1 Introduction ................................................................................................................................................................. 42 Corporate Boards ......................................................................................................................................................... 43 Directors’ Report ......................................................................................................................................................... 5

3.1 Group profile ...................................................................................................................................................... 73.2 Market Overview ............................................................................................................................................. 103.3 Competitive Position ........................................................................................................................................ 123.4 axélero Stock Market performance .................................................................................................................. 133.5 Reclassified Income Statement review ............................................................................................................ 153.6 Reclassified balance sheet review .................................................................................................................... 173.7 Cash Flow Statement review ............................................................................................................................ 193.8 Significant events in the year ........................................................................................................................... 213.9 Subsequent events ............................................................................................................................................ 223.10 Outlook ............................................................................................................................................................. 223.11 Risks ................................................................................................................................................................. 233.12 Transactions with subsidiary, holding and associated companies ................................................................... 263.13 Related party transactions ................................................................................................................................ 273.14 Direction and coordination ............................................................................................................................... 273.15 Other information ............................................................................................................................................. 27

4 Balance Sheet and Income Statement ........................................................................................................................ 305 Explanatory Notes ..................................................................................................................................................... 38

5.1 Structure and content of the consolidated financial statements ....................................................................... 395.2 Consolidation principles and basis of consolidation ........................................................................................ 395.3 Consolidation Scope ........................................................................................................................................ 405.4 Accounting policies .......................................................................................................................................... 405.5 Workforce: average number of employees ...................................................................................................... 445.6 Assets ............................................................................................................................................................... 44

5.6.1 B) Fixed assets ............................................................................................................................................. 445.6.2 C) Current assets .......................................................................................................................................... 465.6.3 D) Prepayments and accrued income .......................................................................................................... 48

5.7 Liabilities ......................................................................................................................................................... 495.7.1 A) Shareholders’ Equity .............................................................................................................................. 495.7.2 B) Provisions for risks and charges ............................................................................................................. 505.7.3 C) Post-employment benefits ...................................................................................................................... 505.7.4 D) Payables .................................................................................................................................................. 505.7.5 E) Accrued liabilities and deferred income ................................................................................................. 52

5.8 Income Statement ............................................................................................................................................. 525.8.1 A) Value of production ................................................................................................................................ 525.8.2 B) Costs of production ................................................................................................................................. 535.8.3 C) Financial income and charges ................................................................................................................. 555.8.4 D) Adjustment to financial assets ................................................................................................................ 565.8.5 E) Extraordinary income and charges .......................................................................................................... 56

Page 3: axélero S.p.A. Half-Year Report at June 30, 2016 · 6/30/2016  · SPECIALIST Banca Akros S.p.A. 1Regulation ... 3.1 Group profile axélero is an Internet Company founded in 2008

axélero S.p.A. Group

Half-Year Report at June 30, 2016 Page 3

5.8.6 Income tax ................................................................................................................................................... 56 5.8.7 Deferred tax assets & liabilities ................................................................................................................... 59

6 ATTACHMENTS ..................................................................................................................................................... 60 6.1 List of investments in subsidiaries at June 30, 2016 within the consolidation scope. ..................................... 60 6.2 Reconciliation between net result and net equity of the Parent Company and Group ..................................... 60 6.3 Cash Flow Statement ....................................................................................................................................... 61

Page 4: axélero S.p.A. Half-Year Report at June 30, 2016 · 6/30/2016  · SPECIALIST Banca Akros S.p.A. 1Regulation ... 3.1 Group profile axélero is an Internet Company founded in 2008

axélero S.p.A. Group

Half-Year Report at June 30, 2016 Page 4

1 Introduction axélero S.p.A. was admitted to the “AIM Italia/Alternative Capital Market” multi-lateral trading system,

organised and managed by Borsa Italiana S.p.A., on December 11, 2014.

These Consolidated Financial Statements at June 30, 2016, prepared as per the AIM Regulation which does

not permit the exception for AIM Issuers at Article 27 of Legislative Decree 127/19911, were drawn up in

accordance with OIC 30 “Interim Financial Statements” and on the basis of the financial statements at June

30, 2016 of the four wholly-owned subsidiaries of axélero S.p.A..

The financial statements have been re-classified and, where necessary, adjusted in line with Group

accounting principles.

As advised by AIM Italia with notice No. 14484 of July 22, 2016, this Half-Year Report at June 30, 2016 was

not subject to the provisions of Legislative Decree No. 139 of 18/8/2015 which implements Directive

2013/34/EC.

The notes to the financial statements have the function of providing illustration, analysis and for some

aspects serve as an integral part of the disclosures to the consolidated financial statements and contain the

information requested by Article 38 of Legislative Decree No. 127/91. Additional information is also provided

where deemed necessary to present a true and fair view, even if such disclosures are not required by

specific legislation. All amounts are expressed in Euro, except where otherwise indicated.

2 CorporateBoards BOARD OF DIRECTORS

Chairman & Chief Executive Officer Leonardo Cucchiarini

Executive Director Stefano Maria Cereseto

Director Giulio Valiante

Director Michele Casucci (independent)

Director Matteo Pettinari

BOARD OF STATUTORY AUDITORS

Chairman Adriano Malabaila

Statutory Auditors Davide Testa

Angelo Fiorentino

INDEPENDENT AUDIT FIRM BDO Italia S.p.A.

NOMAD Banca Popolare di Vicenza S.C.p.A.

SPECIALIST Banca Akros S.p.A.

1 Regulation interpreted and supplemented by the Accounting Standards issued by the Italian Accounting Profession (Consiglio Nazionale dei Dottori Commercialisti), as amended by the Italian Accounting Organisation (OIC) and those issued directly by the organisation.

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axélero S.p.A. Group

Half-Year Report at June 30, 2016 Page 5

3 Directors’Report Dear Shareholders,

the 2016 Consolidated Half-Year Financial Statements report Value of Production2 growth of 272% (Euro

24,288 thousand compared to Euro 6,530 thousand in H1 2015), an Adjusted EBITDA 3 up 146% (Euro

6,025 thousand compared to Euro 2,445 thousand in H1 2015), Net Profit of Euro 1,857 thousand, improving

88%, following amortisation and depreciation of Euro 507 thousand and allocations to the Doubtful Debt

Provision of Euro 2,365 thousand, to the Post-Employment Benefit Provision of Euro 367 thousand, in

addition to current income taxes of Euro 1,511 thousand and Net Deferred Tax Income of Euro 404

thousand. The Group reports a consolidated Net Financial Position4 of Euro 6,695 thousand, in line with the

absorption of working capital due to the increase in the Value of Production, together with the policy

permitting delayed payment by customers and the advance settlement of new customer acquisition costs

(commissions and customer base expansion commercial costs).

Key Financial Highlights

axéleroS.p.A.

inthousandsofEuro

H12016 H12015 2015

ValueofProduction

24,288

6,530

20,004

ADJEBITDA

6,025

2,445

5,923

%ADJEBITDA/ValueofProduction

25%

37.4%

30%

EBIT

2,990

1,457

1,679%EBIT/ValueofProduction

12%

22%

8%

NetProfit

1,857

988

1,234%NetProfit/ValueofProduction

8%

15%

6%

NFP(NetFinancialPosition)

6,695

(15,641)

(7,378)%NFP/ADJEBITDA

1.1

n.a.

n.a.

The growth and commercial expansion operating plan, alongside continual product development, underlie

the excellent growth delivered by the Group in the first half of 2016. The H1 2016 Value of Production of

Euro 24,288 thousand even surpasses the 2015 full-year result (Euro 20,004) and delivers upon our

2 The Value of Production, before the discounting of receivables as per OIC 15, amounts to Euro 24,553 thousand. 3 EBITDA is not identified as an accounting measure, either within Italian GAAP or by IFRS. EBITDA is an indicator used to monitor the Group’s operating performance, net of tax effects, the amortisation, depreciation and write-down of assets and the amount and characteristics of capital employed. EBITDA is defined as the net result, before provisions and impairments, amortisation and depreciation, extraordinary charges, financial income and charges and income taxes. This method of establishing EBITDA may not be uniform with those used by other companies and therefore may not be comparable with such companies. Adjusted EBITDA concerns EBITDA before non-recurring charges incurred in H1 2016, totalling Euro 164 thousand, for: Business Development consultancy expenses of Euro 35 thousand; product development expenses of Euro 80 thousand and strategic consultancy expenses of Euro 20 thousand; other non-recurring expenses of Euro 29 thousand. 4 The Net Financial Position, when positive, indicates a position of financial debt.

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axélero S.p.A. Group

Half-Year Report at June 30, 2016 Page 6

expectations for sustained growth over the coming years.

In the first half of 2016 axélero’s strategy - successfully implemented by the management team -

concentrated investment on three specific target areas: the hiring of talented individuals, the accelerated

development of the commercial network, also in qualitative terms and product range innovation in terms of

extent and sophistication. A fourth target has been added: investment into the customer experience and

customer satisfaction through a new Customer Relationship Management system and a leading standard

Customer Care Center, which over time analyses customer satisfaction levels, creating therefore long-lasting

relationships and promoting retention.

In further detail, current projects - entrusted to the leading talent at the company and available on the market

- include:

- the consolidation of the commercial network in size and qualitative terms (through ongoing internal

and external training) and with regards to the commercial performance support instruments. The

number of sales consultants is rising rapidly: from 34 in December 2014, to 77 at June 30, 2015 -

reaching 334 at December 31, 2015 and increasing to 424 at June 30, 2016; this channel includes

an initial business development manager unit focused on axélero’s entry into the Large Account and

Public Sector segment;

- further product range innovation, in terms of reach and sophistication, with the introduction of, for

example, all-inclusive packages including websites, immersive tours, profiled contact lists and

Google AdWords, Youtube and Facebook advertising campaigns. The development of new products

is enabling: increased penetration of the Small and Medium-sized Enterprises (SME) and Small

Office - Home Office (SoHo) segment; a major boost to customer average revenue (ARPA: average

revenue per advertiser) through up and cross-selling; a higher return on customer advertising spend,

therefore strengthening relationships;

- the development of a range of services dedicated to the Large Account and Public Sector segment,

having identified currently unsatisfied customer communication market demands. The company has

developed proprietary technologies which particularly serve such market demand clusters;

axéleroLab, axélero’s internal incubator extended its scope with the acquisition of a holding in

Arreeba S.r.l., with new projects in incubation and advanced digital marketing sector technological

capabilities.

- the strengthening of the organisational model, the optimisation of core processes (primarily the

customer experience), the prioritised installation of new IT and decision-making systems as strategic

investment, enabling the company to significantly scale up and guarantee excellent customer

relationship levels, thus ensuring the retention of the rapidly increasing number of customers.

- production capacity expansion, both internal and external, to handle the greater number of

customers managed and the increased sophistication of products and services provided.

A stated objective of axélero is to become a market-maker, opening up new market segments and

anticipating the opportunities which the digital market will continue to create, strengthening its position in the

coming years through winning further significant market share.

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axélero S.p.A. Group

Half-Year Report at June 30, 2016 Page 7

3.1 Groupprofile axélero is an Internet Company founded in 2008 which operates on the Italian media, marketing and digital

advertising market. Initially focused on SME’s, the focus has gradually been broadened also to large

accounts and the Public Administration, sustaining their digitalisation process.

Specifically, axélero offers effective and innovative digital marketing and advertising solutions, uniquely

created to support SME’s and local and national institutions to achieve measurable and concrete results:

improved web visibility and more useful business contacts, better customer and user relations.

axélero is a market-maker, differing from other market players limited to operating within the media

agency/web agency model (website creation and resale of third party advertising space), axélero believes in

and invests significant energy into the development of original business models and highly-segmented

technology platforms. Even for its standard market solutions, axélero offers excellent products, whether

websites or digital advertising services, thanks to partnerships with international technology leaders.

Our strategy centres on an objective which the company considers fundamental: presence within and -

where possible - lead the evolution of the entire sector.

Although continuing its themed vertical portal operations (Professionisti.it, ABCSalute.it, ShoppingDonna.it

and originaltaly.it), axélero has gradually shifted its focus to cutting-edge digital marketing solutions.

Websites

A unique axélero all-inclusive turnkey service, designed to maximise the visibility of businesses within their

region:

§ exclusive category and locality based domains: e.g. www.ristorante.bologna.it;

§ websites optimized and positioned for search engines, adaptive and optimised for smartphones and

tablets;

§ e-commerce with marketplace link (Amazon, Google Shopping and E-bay).

New generation turnkey websites:

§ adaptive, optimised for smartphones and tablet;

§ with a virtual tour of the business or exclusive immersive tours with augmented reality and hosting

points;

§ full screen websites in video background including useful contact lists;

§ quick and easy e-commerce with marketplace link (Amazon, Google Shopping and E-bay);

§ automatic integration with social networks.

Page 8: axélero S.p.A. Half-Year Report at June 30, 2016 · 6/30/2016  · SPECIALIST Banca Akros S.p.A. 1Regulation ... 3.1 Group profile axélero is an Internet Company founded in 2008

axélero S.p.A. Group

Half-Year Report at June 30, 2016 Page 8

DigitalAdvertising

Hyper-optimised advertising campaigns on Google to bring to the client telephone calls, e-mails, visits to the

point of sale:

§ creation of an advertising plan to fit client goals and budget;

§ types of campaign: Search, Display and Remarketing;

§ flexible and modular offer;

§ page opening on Google+, MyBusiness;

§ inclusion in Google Maps;

Optimised advertising campaigns on Facebook and YouTube:

§ geo-localised Facebook campaigns with selected demographic profiles to reach the exact target

customers on the world’s top Social Network;

§ video campaigns on YouTube, the world’s leading information video channel.

§

Digitalmarketingservicesforsmallandlargebusinesses

§ production of video formats designed specifically for engagement and sharing on YouTube and on social

networks, with verticalization of formats by category;

§ search engine optimisation services;

§ design of ad hoc tailor-made mobile apps;

§ advertising campaigns on the main Apple (iOS) and Google (Android) apps and top mobile sites, with

hyper-local and socio-demo targeting.

Custom projects for extra-large requirements: axélero provides large companies, national brands and the

Public Administration with its technologies and strong innovation capabilities, so that it can co-design with its

most demanding clients their presence, advertising and digital services.

In 2015 axélero launched the axéleroLab initiative, a business accelerator within the Group focused

principally on acquiring small companies that boast excellent technologies in specific market segments, and

providing support for their go-to-market and the design of new services through dedicated teams.

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axélero S.p.A. Group

Half-Year Report at June 30, 2016 Page 9

Axélero Group

The Group comprises the parent company axélero S.p.A. and four wholly-owned subsidiaries, each the

owner of a themed portal: professionisti.it, abcsalute.it, shoppingdonna.it, originalitaly.it. The four vertical

portals which were the initial core offer of axèlero - now increasingly focused on winning and innovative

digital marketing and advertising solutions - target specific web users by presenting information on specific

products and services and reviews by experts. Users may also make contact with customers/advertisers on

the portal, in addition to acquire products and services from customers, through the e-commerce platform

made available by the Group companies.

Through the merger by incorporation of the four subsidiaries into axélero S.p.a., approved by the

Extraordinary Shareholders’ Meetings of the respective companies on April 29, 2016 and which will be

completed by the end of the current year, axélero S.p.a. will soon become our only company. The operation

strengthens coordination between separate companies operating in the same sector and according to similar

models and targets increased operating and financial efficiencies.

AXÉLEROS.p.A.

ORIGINALITALYS.r.l.

PROFESSIONISTIS.r.l.

SHOPPINGDONNAS.r.l.

ABCSALUTE S.r.l.100%

100%

100%

100%

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axélero S.p.A. Group

Half-Year Report at June 30, 2016 Page 10

OriginalitalyS.r.l.(www.originalitaly.it) Originalitaly S.r.l. is the owner of the portal of the same name, dedicated to the food, beverage & hospitality

segment, offering editorial content, themed guides and a gastronomy and accommodation sector commercial

search service (restaurants, pizzerias, B&B’s, hotels etc.), with the further option to purchase products and

services online directly from customer advertisers.

ShoppingdonnaS.r.l.(www.shoppingdonna.it) Shoppingdonna S.r.l. is the owner of the portal of the same name, dedicated to the retail segment and

specifically the promotion of businesses, products and services focused on women, principally in the fashion,

accessories, beauty and personal care sectors. Editorial content from national and international fashion

bloggers is published on the portal windows, on which advertising customers can market their products and

services, promote offers and sell online through the electronic platform.

AbcsaluteS.r.l.(www.abcsalute.it) Abcsalute S.r.l. is the owner of the web portal dedicated to the health segment. The content on the portal

comprises information on medical specialists, professional articles, general interest information and

exchanges of information (forums) between users and doctors, facilitating contact between doctors/operators

within the healthcare sector and the general public.

ProfessionistiS.r.l.(www.professionisti.it)

Professionisti S.r.l is the owner of the web portal dedicated to the professional services segment, in particular

those categories represented by professional associations such as lawyers, notaries, architects,

accountants, engineers. The portal provides for the professional a visible space in which they can outline

their experience and areas of specialisation. The portal also contains editorial content created by sector

experts.

3.2 MarketOverview

axélero, with an initial focus on SME’s and SoHo’s (professionals, craftspeople and operators in general with

VAT numbers), in 2015 began to broaden its focus also to large accounts and Public Administrations.

Axèlero’s core target of SME’s and SoHo’s is made up of over 4.5 million businesses5, approximately half of

which with a web presence in 2015 according to an axèlero estimate based on an interpolation between

DoxaDigital figures for Google (October 2013) and 2012 ISTAT figures.

At the end of June, over 6 million businesses were enrolled with Italian Chambers of Commerce, of which

5 Sources: ISTAT 2012, Between 2013; Total Italian businesses 2015: 6.057 million, including agricultural businesses.

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axélero S.p.A. Group

Half-Year Report at June 30, 2016 Page 11

50% limited companies, slightly increasing in percentage terms on 2015.6

The excellent H1 2016 results were achieved against moderate general economic growth and a slowly

recovering advertising market.

ISTAT reported that in Q1 2016 Italian GDP rose 0.3% on the previous quarter and 1% year-on-year, due

particularly to internal demand growth. These results are in line with the preliminary estimates issued by the

National Statistics Institute on May 13. The improvement in 2016, therefore without growth from the

remaining part of the year, is 0.6%.

According to Nielsen, in the first five months of 2016 the Italian advertising market expanded 2.7% (to Euro

2,797 million) compared to the same period of 2015. For the individual media, Internet saw a 1.9%

contraction in the period and a decrease to May of 6.3%. In terms of the other media, in the first five months

of the year cinema grew 18.6%, TV 6.1%, radio 2%, outdoor 5% and transit 9.3%; out of home TV dropped

10.1%; newspapers (-4.7%), magazines (-3.6%) and direct mail (-7.6%) also contracted.

The company therefore considers that the conditions are falling into place for significant market growth, both

in the number of SME’s investing in digital communication and in the pro-capita spend:

• in 2015, pre-crisis 20077 business growth levels returned, driven mainly by businesses led by young

people, foreigners and women. Youth entrepreneurship particularly has re-emerged, with a net increase

of 66,202 businesses created by the under 35 category. Business capital levels have in addition risen

significantly: this new reality for first-time Italian entrepreneurs allows them to tackle the market in a more

organised and confident manner, with better access to credit and investment capacity.

• Italian internet penetration has reached 86.3% (41.5 million individuals), thanks also to the widespread

use of smartphones8.

• Digital media use continues to eat into overall media consumption in Italy, driven by time spent on social

media and search and video engines. Italians spend approx. 2 hours online every day, the majority of

which on smartphones or tablets. Over 45 hours per month are spent on the Internet9.

• Communication spend will gradually shift to the Internet and away from traditional media, in line with

media usage trends and driven by the growth of two specific communication channels: videos and social

networks.

• Italian SME websites require updating in view of the increasingly ubiquitous use of smartphones as a

principal Internet access point and the penalties imposed by search engines for non-mobile friendly

websites.

• Italian pro-capita digital communication spend - although in continuous growth for more than 5 years -

remains well behind its European peers such as France, Germany and the UK10, as highlighted in the

IAB/Adex report published in July 2016 on the 2015 figures, illustrated by the following table:

6 Source: Movimprese press release by Infocamere of July 26, 2016 7 Source: UnionCamere February 1, 2016. 8 Source: AudiWeb Trends December 2015, individuals 11-74. 9 Source: Audiweb December 2015 10 Source: IAB/Adex, July 2016

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axélero S.p.A. Group

Half-Year Report at June 30, 2016 Page 12

3.3 CompetitivePositionThe digital marketing sector is, as stated, highly fragmented and features thousands of small and medium

size web agencies, in addition to a major operator involved also in the directories and traditional advertising

segment. This incumbent operator is currently focused on major corporate operations, among which the

merger with another player which is principally engaged in the display advertising segment for national

players and including also the restructuring of the commercial networks and the organisational structure.

By their very nature, the web agencies have major scalable growth difficulties due to their lack of:

• sufficient funds to establish a geographically broad and capillary network of agents;

• access to know-how and product technologies and innovative processes;

• access to production economies of scale, restricting therefore operational reach.

The major international players (Google and Facebook) operate only on the digital advertising market,

without involvement on the SME and SoHo market through direct sales networks which are too complex to

manage at a local level: they utilise in fact web agencies as indirect distribution networks, offering their

assistance and support and limiting direct sales to SME’s to a self-service option.

axélero therefore strongly differentiates itself from other market players as it:

• unlike the incumbent is a “digital native”, totally focused on digital media and without needing to defend

traditional (print) media revenue and is therefore much more open to innovate;

• has easier access on the basis of its reputation to financial resources, know-how, technologies,

partnerships and scale and scope economies than other local operators (web agencies);

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axélero S.p.A. Group

Half-Year Report at June 30, 2016 Page 13

• is a market-maker, not just a simple market player: does not limit itself to being a digital agency or a

large advertising agency, competing on the same market with greater or lesser performing technologies,

products and commercial networks. The company continues to invest in digital talent, innovative

technologies and platforms, in highly-performing commercial networks and an innovative start-up

accelerator, in order to create the conditions to act disruptively and “make” the market.

In view of the aspects outlined above, the Company expects to significantly increase core target market

share in the coming years. An opportunity also stems from the development of the Public Sector and large

account market.

3.4 axéleroStockMarketperformance The axélero S.p.A. share has been listed on the AIM Italia (Alternative Capital Market) since December 11, 2014.

ISIN Market Code: IT0005069809 Symbol: AXEL Specialist: Banca Akros The shareholder structure is as follows:

Shareholders No. of Shares Holding Supernovae1 S.p.A. 8,419,356 61.907% AIM Italia Market 4,566,750 33.579% Leonardo Cucchiarini 306,947 2.257% Stefano Maria Cereseto 306,947 2.257% Total 13,600,000 100.000%

Source: axélero At June 30, 2016, the company held 27,750 treasury shares.

Supernovae1 S.p.A. is held by: Leonardo Cucchiarini for 47.5%, Stefano Maria Cereseto for 47.5% and

Beltempo S.r.l. for 5%. The lock up option for the first 12 months of trading on the AIM Italia market has

concluded; the majority shareholders have not sold shares since its conclusion.

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axélero S.p.A. Group

Half-Year Report at June 30, 2016 Page 14

The following graphs outline the share performance in the first half of 2016. In particular, the first graph

tracks axèlero’s performance against the FTSE AIM Italia, indicating an underperformance by the company.

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axélero S.p.A. Group

Half-Year Report at June 30, 2016 Page 15

3.5 ReclassifiedIncomeStatementreview In thousands of Euro (management account):

INCOME STATEMENT (Euro thousands)

H1 2016

H1 2015

Value of production

24,288

6,530

Acquisition of raw materials, supplies and consumables

(48)

(18)

Services

(15,042)

(2,989) Personnel expenses

(3,125)

(1,043)

Other operating charges

(47)

(36) ADJ EBITDA

6,025

2,445

Non-recurring charges

(164)

EBITDA

5,861

2,445

Amortisation & Depreciation

(507)

(390) Doubtful debt and other provisions

(2,365)

(598)

EBIT

2,990

1,457

Financial income and charges

(25)

(37) Extraordinary income and charges

(1)

1

Profit before taxes

2,964

1,421

Income taxes

(1,107)

(433) Group Net Profit

1,857

988

The Group consolidated Value of Production totalled Euro 24,288 thousand, significantly improving on H1

2015. The Adjusted EBITDA grew Euro 3,580 thousand, with the Profit Before Taxes up Euro 1,543

thousand on H1 2015, due to the increased doubtful debt provision (related to higher receivables, strictly

linked to the improved value of production) of Euro 2,365 thousand at June 30, 2016, from Euro 598

thousand at June 30, 2015.

The Group Consolidated Value of Production totalled Euro 24,288 thousand, up 272% on H1 2015, while

also beating the 2015 full-year figure (Euro 20,004 thousand). This rise is due to: (i) considerably higher

sales with the development of the commercial network and the launch of products from the second half of

2015; (ii) for Euro 983 thousand the capitalisation of costs for personnel engaged in the completion of the

product and service development operations, begun in 2015, in addition to the development of proprietary

technology for the highly efficient construction and maintenance of the graphic templates for customer

websites.

Adjusted EBITDA totalled Euro 6,025 thousand, more than doubling on H1 2015, despite higher service

costs (largely industrial costs due to increased sales volumes, new customer acquisition costs and higher

general charges related to the expansion of the workforce and sales force) and personnel expenses with

staff numbers rising from 79 at December 31, 2015 to 101 at June 30, 2016.

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Amortisation and depreciation of Euro 507 thousand increased 30% on H1 2015, due to: (i) improvements at

the Milan headquarters. In 2015 the company invested in the restructuring and fitting out of the seventh floor

offices at the via Melchiorre Gioia complex, with the first floor restructuring beginning in February 2016 and

to be completion by the end of the year; (ii) infrastructure costs (PC’s, mobile telephones, servers) for

technological upgrade and the workforce and sales network expansion; (iii) investments in the development

of operating systems to cope with increased demands.

The write-down account in the first half of 2016 totalled Euro 2,365 thousand, concerning the prudent

allocation to the Doubtful Debt Provision and related to higher trade receivables due to the significant Value

of Production growth.

Financial charges totalled Euro 25 thousand and were substantially in line with H1 2015. The company

obtained in the first half of 2016 loans from leading credit institutions totalling Euro 7,000 thousand, which

predominantly include grace periods. In addition, the company overall obtained Euro 8,000 thousand of

revocable credit lines for trade receivable advances (receivables collected by customer direct debit - Secured

Direct Debit portfolio presentation).

In calculating income taxes, account was taken of Law No. 208 of December 28, 2015, paragraph 61 which

amends Article 77 of the Income Tax Law establishing that, from January 1, 2017, with effect for tax periods

subsequent to December 31, 2016, the IRES rate, currently at 27.5%, will be lowered to 24%.

The tax charge for the first half of 2016 was obtained applying: (i) the 27.5% rate currently in force for income

accruing in H1 2016; (ii) the 24% rate for deferred taxes generated by the doubtful debt provision allocations

in the first half of 2016; (iii) the 27.5% rate for the reversal of deferred tax assets following use of the

provision established at December 31, 2015 to be carried out by December 31, 2016; (iv) the 24% rate on

the 2015 provision with reversal expected in the periods subsequent to December 31, 2016.

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3.6 Reclassifiedbalancesheetreview Euro thousands (management account):

BALANCE SHEET (Euro thousands)

H1 2016

FY 2015

Fixed assets

5,478

4,157 Intangible assets

4,659

3,728

Property, plant & equipment

660

379 Financial assets

159

50

Working capital

28,748

14,109 Trade receivables

34,051

17,663

Other assets***

4,281

5,727 Trade payables***

(4,555)

(5,735)

Other liabilities

(5,029)

(3,546)

Post-employment benefits & provision for risks & charges

(831)

(735)

Net Capital Employed

33,395

17,531

Shareholders’ Equity

26,700

24,909 Net Financial Position **

6,695

(7,378)

Net Capital Employed

33,395

17,531

** The Net Financial Position, when positive, indicates a position of financial debt.

*** At June 30, 2016, Commission advances were reclassified to the Trade payables account under liabilities. This reclassification at

December 31, 2015 would have resulted in the following account changes: Other assets Euro 3,610 thousand, Trade payables (3,618).

The movement in intangible assets (net of accumulated amortisation) reflects investments in the first half of

2016, principally concerning intangible assets in progress. The increase in assets in progress concerned: for

Euro 983 thousand the capitalisation of costs for personnel engaged in the enhancement of the product

range and for the technology used for the creation and maintenance of website templates for customers and

for Euro 187 thousand the capitalisation of costs for the development of new administrative and accounting

systems (ERP Navision), with completion expected by year-end.

The increases in tangible assets mainly relate to infrastructure purchase costs (PC’s, mobile telephones,

servers) for employees and the sales network, which has significantly expanded in the first half of 2016.

Financial assets of Euro 159 thousand relate for Euro 29 thousand to the value of the investment in the

company Arreeba S.r.l., recognised at acquisition cost; for Euro 130 thousand the loan issued in favour of

the company for Euro 30 thousand in 2014 and a further Euro 100 million in H1 2016.

The movement in trade receivables, which increased from Euro 17,663 thousand to Euro 34,051 thousand,

concerns the recognition of invoices to be issued, on an accruals basis. Website (TiTrovo and WebX)

provision revenues are recognised on activation of the website, with client payment terms of 24, 36 or 48

months. Other service revenues, such as vertical portal subscription services and GoogleAdw campaigns are

recognised on a pro-rata basis according to the duration of the service and the campaign. All contracts

therefore include monthly recurring payment, principally received through recurring SDD (Sepa Direct Debit,

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which has effectively replaced the RID system for some time). In July 2016, the company released a new

product catalogue, based on the strategic plan, establishing a maximum customer payment deadline of 24

months.

Other Assets, totalling Euro 4,281 thousand, principally concern: (i) tax receivables totalling Euro 3,637

thousand; (ii) prepayments and accrued income for Euro 207 thousand; (iii) other receivables for Euro 437

thousand.

The tax receivables of Euro 3,637 thousand principally comprise: (i) deferred tax assets of Euro 1,694

thousand; (ii) VAT receivables of Euro 1,881 thousand, concerning for Euro 1,742 thousand the VAT

receivable matured in H1 2016 and for Euro 138 thousand the residual share of the VAT receivable from the

Annual VAT Declaration sent on February 29, 2016 (equal to Euro 1,210 thousand); (iii) IRES and IRAP

receivables for Euro 62.

Trade payables of Euro 4,555 thousand principally relate to supplier and agent payables.

Other Liabilities of Euro 5,029 thousand comprise: (i) for Euro 1,509 thousand deferred income, of which

Euro 474 thousand the share of interest implied on contracts, whose receivable was discounted as per OIC

15, recognised to deferred income to be released in subsequent years, until the maturity of the receivable

and recognised to the accounts over the duration of the receivable; (ii) for Euro 1,704 thousand tax

receivables; (iii) for Euro 557 thousand social security payables; (iv) Euro 1,181 thousand of other payables,

of which Euro 913 thousand to personnel for remuneration matured in the month of June and the provision

for the additional month, holidays and leave; (v) for Euro 79 thousand client advances.

The movement in the provisions is due to the increase in the Post-Employment Benefit Provision relating to

the maturation of benefits and the expanded workforce in the period.

Treasury shares in portfolio, totalling Euro 122 thousand, were recognised, only in this regard, as a reduction

in the value of Shareholders’ equity, in line with December 31, 2015.

As advised by AIM Italia with notice No. 14484 of July 22, 2016, this Half-Year Report at June 30, 2016 was

not subject to the provisions of Legislative Decree No. 139 of 18/8/2015 which implements Directive

2013/34/EC.

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3.7 CashFlowStatementreview

Euro thousands (management account):

CASH FLOW STATEMENT (Euro thousands)

H1 2016

FY 2015

Net profit

1,857

1,234 Income taxes / financial & extraordinary income & charges

1,132

346

Total non-cash adjustments

3,014

3,755

Cash flow before working capital changes

6,004

5,335

Decrease/(increase) in trade receivables

(18,753)

(14,185) Increase/(decrease) in trade payables

(1,180)

4,408

Other changes in net working capital

4,665

(1,296)

Cash flow after working capital changes

(9,264)

(5,738)

Payment of income taxes, interest & extraordinary charges

(2,915)

(2,509)

Cash flow from operating activities (A)

(12,179)

(8,247)

Cash flow from investing activities

(1,894)

(2,048)

Cash flow from investing activities (B) (14,073)

(10,294)

Cash flow from financing activities 7,361

(643)

Increase/(decrease) in cash and cash equivalents (A ± B ± C) (6,711)

(10,937)

Cash and cash equivalents at January 1

7,593

18,530

Cash and cash equivalents at June 30

881

7,593 Increase/(decrease) in cash and cash equivalents (6,711)

(10,937)

The decreased liquidity compared to December 31, 2015 reflects investments in the period, with the change

in net working capital due to the significant increase in the value of production impacting trade receivables

due to deferred payment by clients ranging from 24, 36 and to 48 months. The absorption of working capital

relates in addition to the issue of commission advances to the sales network on the basis of new orders

acquired. The new product catalogue introduced in mid-July 2016 will reduce working capital absorption as

delaying customer payment times to a maximum 24 months.

Income taxes and financial and extraordinary charges absorbed liquidity totalling Euro 2,915 thousand.

Cash flow absorbed from investing activity amounted to Euro 1,894 thousand, of which: Euro 379 thousand

for property, plant and equipment, Euro 1,341 thousand for intangible assets, Euro 109 thousand for financial

assets and Euro 66 thousand for the acquisition of treasury shares in the period.

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Financing activities of Euro 7,361 thousand relate to the payable for medium/long-term loans disbursed in

the first half of 2016. The amount due beyond one year totalled Euro 5,581 thousand. Capital and interest

repayments will begin in the second half of 2016.

Net Financial Position:

(inEuro) AtJune30,2016

AtDecember31,2015

A.Cash (35,870) (33,472)B.Otherliquidassets (275,226) (7,559,282)C.Securitiesheld-for-trading 0 0D.LiquidityA+B+C (311,096) (7,592,754)E.Currentfinancialreceivables (39,245) (39,245)F.Short-termbankpayables 1,463,766 254,323G.Currentportionoflong-termloans 0 0H.Otherfinancialpayables 0 0I.CurrentdebtF+G+H 1,463,766 254,323J.Netcurrentdebt(D+E+I) 1,113,425 (7,377,676)K.Non-currentbankpayables 5,581,437 0L.Bondsissued 0 0M.Othernon-currentpayables 0 0N.Non-currentdebtK+L+M 5,581,437 0O.NetFinancialPositionJ+N 6,694,862 (7,377,676)

A financial debt position is reported at June 30, 2016. This reflects the continued investment from 2015 into

H1 2016, in addition to the absorption of working capital from the significant increase in the value of

production, which on the one hand relates to deferred payment by customers of unitary service prices,

resulting therefore in higher trade receivables, and on the other cash outflows from the issue of commission

advances to the commercial network on new orders acquired.

The company obtained in the first half of 2016 medium/long-term loans totalling Euro 7,000 thousand and the

opening of commercial credit lines for an additional Euro 8,000 thousand. Medium/long-term loans and

credit lines in place are broken down as follows:

SDDlineamount Loanamount Issuedate Duration InitialrepaymentdateLine1 3,000,000 2,000,000 17/03/2016 60MONTHS 01/04/2017Line2 1,500,000 1,000,000 21/04/2016 18MONTHS 21/10/2016Line3 1,500,000 2,000,000 26/05/2016 60MONTHS 30/06/2016Line4 2,000,000 2,000,000 30/05/2016 48MONTHS 27/02/2017Total 8,000,000 7,000,000

Total credit lines and loans at June 30, 2016 were Euro 15,000 thousand, of which Euro 8,000 thousand

commercial credit lines (valid until revocation). Credit lines utilised at June 30, 2016 totalled Euro 570

thousand, equal to 7% of the total granted.

Line 4 is subject to compliance with certain covenants based on the annual financial statements.

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Key Group performance indicators (in Euro thousands)

3.8 Significanteventsintheyear

The operations launched in 2015 continued in the first half of 2016, including:

• new hires to bolster personnel quality at all levels;

• the extension and development of the commercial network, both in quantitative and qualitative terms.

The number of sales consultants is rising rapidly: from 34 in December 2014, to 77 at June 30, 2015 -

reaching 334 at December 31, 2016 and increasing to 424 at June 30, 2016;

• extension of the headquarters in via Melchiorre Gioia No. 8, Milan, with the restructuring of the first floor,

currently in progress, after occupying the seventh floor from September 2015;

• opening of new offices in Rome to support the provision of digital services to the Public Sector.

During the period, the company obtained short, medium and long-term loans from leading credit institutions

totalling Euro 7,000 thousand, in addition to credit lines of Euro 8,000 thousand, acquiring the funding

necessary to support investment and grow turnover.

On April 29, 2016, the Extraordinary Shareholders’ Meetings of axélero S.p.a. and its wholly-owned

subsidiaries: Originalitaly S.r.l., Abcsalute S.r.l., Shoppingdonna S.r.l. and Professionisti S.r.l. approved the

merger into axélero S.p.a. which is expected to conclude by year-end. The operation strengthens

coordination between separate companies operating in the same sector and according to similar models and

targets increased operating and financial efficiencies.

KPI’s H1 2016 FY 2015

Revenue a 24,288 20,004Operatingincome b 2,990 1,679

Netprofit c 1,857 1,234

Capitalemployed d 44,183 27,548Operatingpayables e 10,787 10,017

Financialpayables/(receivables) f 6,695 -7,378NE g 26,700 24,909

ROE (Return on Equity) c/g 0,0% 0,0%ROI (Return on Investment) b/d 0,0% 0,0%

ROS (Return on sales) a/c 0,0% 0,0%

Debt/Equity ratio f/g 0,00 n.a.Total payables/Equity ratio (e+f)/g 0,00 0,00

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3.9 Subsequentevents

In July 2016 the company introduced a new product catalogue which targets increased market penetration

through a refreshed range, while at the same time enabling a reduction in working capital thanks to reduced

maximum customer payment terms of 24 months.

On August 4, 2016 axélero signed a preliminary agreement for the full acquisition of Privategriffe SpA. The

operation will see the company acquire full control, with access to a major database of profiled fashion and

luxury segment users and a proprietary technology (marketplace platform). Privategriffe SpA’s market is

rapidly expanding and combined with its managerial capabilities and commercial network, axélero is

confident of quickly tapping into the earnings potential.

The Board of Directors on September 29, 2016 will examine the without recourse and with recourse

receivables to ensure not only that the company can obtain the funding necessary for growth through self-

financing with the factoring of its future trade receivables, but particularly to monitor over time its customer

portfolio profile.

3.10 Outlook axélero has demonstrated its capacity for rapid growth and an ability to read the market and anticipate the

needs of current and potential customers: our strategic decision-making and operating and financial choices

to date will ensure that we fully benefit from the opportunities available on the majorly-expanding SME

market as it increasingly undergoes digitalisation.

The first six months once again highlight the company’s ability to step up development on all fronts and are

testament to the strategy focused on commercial network development and the broadening of an original and

consistently updated range of the best innovative digital solutions on the market.

In 2016, axélero S.p.A. therefore will essentially continue to focus on strengthening its capacity to penetrate

the market:

• further optimising the commercial network with highly trained and top performing agents;

• hiring key company managers;

• extending the offer with new-generation digital solutions;

• introducing process innovation technology;

• developing the operations of axéleroLab - the Group’s internal business accelerator unveiled at the end

of 2015;

• strengthening the brand awareness of the Company and its products and services.

The Company’s strategic focus will furthermore - thanks to the recent opening of the Rome offices – centre

on the Public Administration and local and national institutions to sustain the digitalisation process, in

addition to larger customers. In the initial months of 2016 the Company signed an agreement with

Assoimmobiliare - the Italian Real Estate Industry Association, a member of Confindustria and the main

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organisation for businesses and associations involved in finance and real estate services - on the basis of

which its members may benefit from services offered by axélero.

Furthermore, thanks to highly qualified managers, axélero - always with an eye to developing market trends -

will monitor the international markets to scout products, innovative solutions and partnerships.

3.11 Risks

INTERNALRisks Risksconnectedtodependenceonkeypersonnel

The Group’s success principally depends on winning skill sets and the abilities of employees and the sales

network, which represent an intangible asset not to be found on the Company’s balance sheet.

Dependence on key personnel has gradually been mitigated following the listing through the hiring of an

outstanding top management team. The listing has given axélero major visibility, which has attracted highly

skilled professionals, not only at a top line level but also to the sales network.

Risksrelatingtothesalesnetwork

The Group’s sales network proposes products and services to Clients and is an integral part of the

commercial structure. This sales network is meticulously selected by leading headhunting firms, trained by

internal personnel, supervised by the commercial department and significantly contributes to the commercial

development of the Group. Any incapacity to increase the number of personnel, in addition to the loss of

individual personnel or parts of the sales network (for example, in the case of transfer to competitor

companies) may impact the operating structure and the growth prospects of the Group. In particular, where

the Group may not extend and replace personnel in a timely manner with equally qualified personnel and

suitable to ensure the same level of contribution and professionalism, repercussions may be felt in terms of

operations and upon the Group’s financial statements. In addition, as the sales network is a direct contact

point between the Company and its Customers, also potential Customers, in the contact which occurs during

the commercial visits of the sales network at the offices of Customers, erroneous or unfair commercial

practices by the sales network may not be excluded (such as, for example purposes, the falsification of

information concerning the Customers, the contracts, the products and services acquired and the prices, or

the incorrect representation of the performance of the products or the services, or of the guarantees provided

by the Company on the characteristics of products and services). Although the Company carries out

systematic training and constantly verifies the satisfaction level of customers, also through the Customer

Care Services of the Company, impacts in terms of disputes and a loss of customers may not be excluded,

with possible repercussions for the financial statements and reputation of the Company.

EXTERNALRisksEconomicenvironmentrisks

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The Group operates exclusively in Italy and is therefore exposed to the risk that the recession in Italy may

continue and/or return. The economic-financial crisis which hit the banking system and the financial markets

at the end of 2008 has impacted the global economic-financial framework, resulting in, among other matters,

a general contraction in consumption, difficulties in accessing credit, a reduction in financial market liquidity

and heightened volatility. In addition, the crisis which hit the industrial sector and the market and the

worsening of economic conditions, which resulted in a contraction in consumption and industrial production

in Italy and in Europe, curtailed investments in the advertising sector in Italy. The advertising sector is

historically linked to overall consumption, with growth in periods of economic expansion and contraction in

periods of recession. Although the Group achieved positive results also during the crisis, it may not be

excluded that, were the recession to continue or, once concluded, return to Italy, the operations and

prospects of the Group may be impacted, in addition to the financial statements of the Group.

Risksrelatedtocompetition The Company operates in a highly competitive and dynamic sector. The specific market segments in which it

is engaged feature high levels of competition and a large number of operators.

The Group has limited its general sector competition risks through investing in its web products and services

offer, in addition to outstanding employees possessing the key skills required by the Group.

These investments have set the group apart from the competition in terms of the range and the development

and management of the commercial network.

However, the Group may encounter difficulties that prevent it from successfully competing in the sector

against current or future competitors, through leveraging on its distinctive skill sets, and therefore impacting

the market position, with consequent repercussions for operations and the Company’s financial statements.

In addition, the Company may not exclude any unfair or aggressive competitive practices, undertaken, for

example, to question the Group’s reputation or its products and services (for example purposes: negative

comments on forums or by competitor commercial networks, or through legal actions undertaken to hinder or

slow the launch of products, or through employment offers to key commercial personnel), with possible

impacts on operations and on the Group’s financial statements.

Risksrelatedtotheobsolescenceoftheproductsand/orservicesofferedbytheCompanyandtechnologicaldevelopment:

The market of services in which the Company operates, i.e. the digital media and communication sector, and

in particular the Digital advertising and Local Web Marketing services sectors, feature rapid and frequent

technological innovation which requires the continuous updating and improvement of the services offered -

which otherwise would become obsolete from a technological viewpoint, losing therefore their commercial

potential. In particular, the success of the Group depends on the one hand on the capacity to continue to

offer added value services which meet the needs of Clients and on the other the capacity of the Group to

anticipate new products and/or services ahead of the competition.

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Although the Group continuously monitors its sector in order to maintain its range of products and services

updated to market demands, it may not be excluded that erroneous valuations, technical errors in new

products or delays in their development and launch may have repercussions on the operations and

prospects of the Group, impacting the financial statements of the Group. In addition, the Group may face

heightened competition from emerging technologies and services introduced in the future. In order to

maintain or further improve the competitive position, the Group has ensured, and continues to ensure, a

quick response to technological changes and constantly develops the features of its services in order to

respond to altered market demands. Despite this, any difficulties in undertaking new investments and/or

adjusting in a timely manner to technological development and/or the introduction of a new technology, may

impact the operations and the results of the Company, limiting therefore the market expansion strategy.

FINANCIALRisks

Liquidityrisk No risks are presented in this category following the listing.

The funding acquired on IPO was employed in 2015 and in 2016 for investments and to cover increasing

working capital demands, related to the rising Value of Production, as described in detail in preceding

paragraphs. Liquidity risk is prudently managed through cash flow and funding planning and the constant

monitoring of Group liquidity to guarantee the availability of sufficient financial resources, which were partly

sourced through loans and credit lines and may additionally be acquired by with recourse and without

recourse trade receivable factoring contracts. Despite this, any difficulty to source new funding and/or satisfy

in a timely manner requirements related to the company sales model (the issue of commission advances on

new sales orders and customer payment extensions) may impact the operations and the results of the

Company, limiting therefore the market expansion strategy.

CreditRisk The credit risks represent the exposure to potential losses deriving from the non-compliance of obligations by

trading partners. The Group directly - and indirectly through the subsidiaries - is engaged in a business which

features a significant number of clients, distributed principally throughout Italy. Clients are granted a delay in

the payment for services acquired through the signing of a contract, which principally provides for recurring

payment on a monthly basis through SDD (the former RID). Therefore, although the credit risk is not

concentrated, the high volume of transactions generate a significant number of default positions, with the

consequent need for an efficient credit management system. The Group has developed over time an

extensive and continuously strengthened structure for the effective management of all phases of the

recovery process, through in particular an internal department and a number of external partners and a

network of lawyers. The risk exposure is managed through doubtful debt provisions in the financial

statements, based on an analysis model by individual client. The current economic environment, with regard

both to consumer stagnation and the difficulty to access credit, due to the increased unwillingness of banks

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to undertake risk positions, may in the future further increase customers defaults, with consequent possible

impacts on operations and on the Group’s financial statements.

Legaldisputes

The Group is involved in civil and administrative proceedings and in legal actions related to normal

operations. However, on the basis of the information currently available and considering the risk provisions

allocated, no significant negative effects are expected to impact the financial statements of the Group

companies from the outcome of these proceedings and actions. Reference should be made to the Risks

Provisions paragraph of the Explanatory Notes.

3.12 Transactionswithsubsidiary,holdingandassociatedcompanies

For improved disclosure, the underlying tables, drawn up on the basis of accounting data, outline the

transactions undertaken between Group companies.

Transactions between group companies in the first half of 2016 principally were of a financial nature, related

to: (i) the settlement of credit and debit items at December 31, 2015; (ii) the VAT settlement, as a result of

involvement in the Group VAT scheme with presentation of the VAT 26 form on February 13, 2016.

The service contracts concluding on December 31, 2015 concerning the provision of administrative services

by the parent company axélero to four wholly-owned subsidiaries were not renewed due to the merger

proposal approved by the Board of Directors on March 19, 2016. The relative costs/revenues were therefore

not provisioned in the financial statements. The accounting and tax effects will be retroactive and most likely

will run from January 1, 2016.

The following tables report therefore the main inter-company transactions between axélero S.p.A. and the

Group companies in the first half of 2016.

H12016

Subsidiary Tradereceivables Tradepayables

Otherreceivables

Otherpayables

Financialreceivables

Financialpayables

OriginalitalyS.r.l. 852,025 - - - 108,503 ProfessionistiS.r.l. - - 50,000 - 14,978 2,992 ABCSaluteS.r.l. - - - - 31,559 14,353 ShoppingdonnaS.r.l. 351,400 - - - 74,834 43,265 Total 1,203,425 - 50,000 - 229,874 60,610

The Other receivables from Professionisti S.r.l. refer to dividends approved and not yet paid at June 30,

2016.

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3.13 Relatedpartytransactions

The company 71 S.r.l., a group company of axélero S.p.A. as held by Leonardo Cucchiarini (Chairman of the

Board of Directors and Chief Executive Officer) and Stefano Maria Cereseto (Executive Director) through

Compagnia Fiduciaria Lombarda S.p.A., undertook transactions with the parent company axélero S.p.A. on

the basis of commercial contracts signed.

H1 2016

Related Party

Revenues Costs Net

intangible assets

Receivables Payables

71 S.r.l. 124,037 9,581 29,753 Privategriffe S.p.A. 10,000 30,000 Beltempo S.r.l. 80,000 Omnia Editoria S.a.S 25,421 13,378 Total 10,000 229,458 - 39,581 43,131

The costs incurred from 71 S.r.l. (Euro 124 thousand) concern: (i) equipment and furnishing rental contract,

(ii) outbound telemarketing contract.

axélero S.p.A. signed in February 2016, following approval by the Related Parties Committee and according

to the company procedure, a contract with Beltempo S.r.l., held 100% by Giulio Valiante, director of axélero

S.p.A.. The contract concerns the development and enhancement of the TiTrovo product. Costs incurred in

the first half of 2016 amount to Euro 80 thousand.

The receivable from the related company Privategriffe S.p.A., a company in which Supernovae2 S.r.l. holds

28.11%, amounts to Euro 20,000 and concerns the amount due with regard to administrative services

provided by axélero S.p.A. according to the contract signed between the parties.

In 2015, the company Shoppingdonna S.r.l. participated in the reserved share capital increase, undertaking a

4.99% stake in Supernovae2 S.r.l.. This investment was fully written down due to the impairment emerging

with regard to the investment in Privategriffe S.p.A., the only asset of Supernovae2 S.r.l..

3.14 Directionandcoordination The subsidiaries of axélero (Originalitaly S.r.l., Shoppingdonna S.r.l., Abcsalute S.r.l. and Professionisti S.r.l.)

are subject to the management and co-ordination of axélero.

3.15 OtherinformationHumanResourceManagement Further to that reported in the Explanatory Notes, the Group workforce numbers 101, in addition to 8 interns.

The sales network increased from 34 in December 2014 to 77 at June 30, 2015 - reaching 334 at December

31, 2015 and increasing to 424 at June 30, 2016.

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Registeredofficeandlistofsecondaryoffices The Group’s registered office is in Milan, with operating offices in Milan and Monopoli (BA). On January 1,

2016, the company opened an additional office in Rome.

Privacyprotection In accordance with Legislative Decree No. 196/2003 enacting the “Data Protection Code”, the company has

adopted the measures required for the protection of personal data, according to the terms and means

indicated therein.

Derivativefinancialinstruments In accordance with Article 2427-bis of the Civil Code, axélero S.p.A. and its subsidiaries do not have in place

derivative financial instruments.

Researchanddevelopment During the year, the Group undertook major Research and Development, indispensable to extend the range

of services and improve existing services, as outlined extensively above.

EnvironmentalPolicy Production operations are not currently subject to specific sector regulations.

Self-GovernanceCodeandEthicsCode The Company is continuing its activities for the adoption of a Self-Governance and Ethics Code, in addition

to the adoption of an Organisation and Management model in line with Legislative Decree No. 231 of June 8,

2001.

Treasuryshares On November 4, 2015, the Board of Directors of axélero S.p.A. approved the share buy-back programme of

the Company, as approved by the Shareholders’ Meeting of December 2, 2014 in accordance with Articles

2357 and 2357-ter of the Civil Code. This programme concluded on June 2, 2016. The total value of treasury

shares acquired until June 30, 2016 totalled Euro 112,096 thousand, for 27,750 shares, with no profit (loss)

recognised to the Income Statement for the purchase, sale, disposal or cancellation of treasury shares. The

company did not sell any treasury shares, which were also free from any type of restriction or encumbrance -

secured, obligatory or unsecured - and are freely transferable.

MonetaryRevaluations

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In accordance with Article 10 of Law No. 72 of March 19, 1983, as also incorporated into subsequent

monetary revaluation laws, no monetary revaluations of existing assets were made.

Assetsallocatedtoaspecificbusiness At the reporting date, no assets allocated to a specific business in accordance with Article 2427 of the Civil

Code, paragraph 1, No. 20 were in place.

Loansallocatedtoaspecificbusiness At the reporting date, no loans allocated to a specific business in accordance with Article 2427 of the Civil

Code, paragraph 1, No. 21 were in place.

Guaranteesandothercommitments axélero S.p.a. received a bank surety from Banca Generali for Euro 90 thousand issued in favour of the

lessor, in guarantee of the correct and prompt fulfilment of all obligations undertaken through the signing of

the office rental contract concerning via Melchiorre Gioia No. 8, in which the Company’s offices in Milan are

located.

Significantshareholdings At the reporting date, no significant shareholdings were in place.

Shareholdingsofdirectors,statutoryauditors,generalmanagersandkeymanagementpersonnel

Surname Name Office No. of shares Percentage

Leonardo Cucchiarini Chairman BoD and CEO 306,947 2.257%

Stefano Maria Cereseto Executive Director 306,947 2.257%

Supernovae 1 S.p.A.

8,419,356 61.907% *

* Supernovae1 S.p.A. is held by: Leonardo Cucchiarini for 47.5%, Stefano Maria Cereseto for 47.5% and

Beltempo S.r.l. for 5%, wholly-owned by Giulio Valiante, director of axélero S.p.A..

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4 BalanceSheetandIncomeStatement

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b a l a n ce sh eet -a sset s

JUNE 30, 2016 (in Euro) DECEMBER 31, 2015 (in Euro)

A) Receivables from shareholders for unpaid capitalI Receivables from shareholders for unpaid capital 0 0II (of which called up) 0 0

TOTAL 0 0

B) Fixed assetsI Intangible assets1) formation, start-up and similar costs 1,233,372 1,376,0572) research, development and advertising costs 361,940 337,2503) industrial patents and intellectual property rights 0 04) concessions, licences, trademarks and similar rights 301,828 359,3065) goodwill 472,093 508,3816) assets in progress and payments on account 1,712,030 522,2537) other 577,846 625,001

Total 4,659,109 3,728,248

II Property, plant & equipment1) land and buildings 0 02) plant and machinery 7,697 3,1913) industrial and commercial equipment 0 04) other assets 628,307 375,7025) assets in progress and payments on account 24,405 0

Total 660,409 378,893

III) Financial assets1) investments in:

a) Subsidiaries 0 0 b) Associated companies 28,714 20,089 c) Holding companies 0 0 d) Other companies 0 0

2) receivables: a) Subsidiaries Due within one year 0 0Due beyond one year 0 0 b) Associated companies Due within one year 130,000 30,000Due beyond one year 0 0 c) Holding companies Due within one year 0 0Due beyond one year 0 0 d) Others Due within one year 0 0Due beyond one year 0 0

3) other securities 0 04) treasury shares 0 0

Total 158,714 50,089TOTAL 5,478,232 4,157,230

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C) Current assetsI Inventories1) raw materials, supplies and consumable goods 0 02) work in progress and semi-finished goods 0 03) contract work in progress 0 04) finished products and goods 0 05) advances 0 0

Total 0 0

II Receivables:1) trade receivables

Due within one year 13,155,438 9,028,292Due beyond one year 20,895,910 8,635,089

2) subsidiariesDue within one year 0 0Due beyond one year

3) associated companiesDue within one year 0 0Due beyond one year 0 0

4) holding companiesDue within one year 0 0Due beyond one year

4 bis) Tax receivables:Due within one year 2,315,047 1,745,139Due beyond one year

4 ter) Deferred tax assets:Due within one year 1,694,149 1,290,430Due beyond one year

5) othersDue within one year 346,306 2,399,706Due beyond one year 90,469 85,335Total 38,497,319 23,183,991

Total receivables due within one year 17,510,940 14,463,568Total receivables due beyond one year 20,986,379 8,720,423

III Current financial assets:1) investments in subsidiaries 0 02) investments in associated companies 0 03) investments in holding companies 0 04) Investments in other companies 0 05) treasury shares 122,096 56,3596) other securities 39,245 39,245

Total 161,341 95,604

IV Cash and cash equivalents:1) bank and postal deposits 845,409 7,559,2822) cheques on hand 0 03) cash-in-hand and cash equivalents 35,870 33,472

Total 881,279 7,592,754TOTAL 39,539,939 30,872,349

D) Prepayments and accrued income, with separate indication of discounts on loans1) prepayments and accrued income 207,110 206,544D) PREPAYMENTS AND ACCRUED INCOME 207,110 206,544

TOTAL ASSETS 45,225,281 35,236,123

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A) Shareholders’ EquityI Share capital 68,000 68,000 II Share premium reserve 19.782,000 19.782,000 III Revaluation reserve 0 0IV Legal reserve 19,800 19,800 V Statutory reserves 0 0VI Reserve for treasury shares in portfolio 0 0VII Other reserves: 0 0a) Extraordinary reserve 0 0b) Capital payments future share increase 0 0c) Capital payments to cover losses 0 0d) Capital grants reserve – article 55 of Tax Code 0 0e) Acc. depreciation reserve - article 67 of Tax Code 0 0f) Reserves in suspension of taxes 0 0g) Reserve from conferment (Law 576/1975) 0 0h) Reserve under article 15 of Law Decree 429/1982 0 0i) Provision (art. 2 Law 168/1992) 0 0j) Integrated social security reserve as per Legislative Decree No. 124/1993 0 0k) Non distributable reserve as per article 2426 0 0l) Translation reserves 0 0m) Reserve for spin-off surplus 12,990 12,990 n) Consolidation reserve 0 0

VIII Retained earnings 5.082,325 3.848,749 IX Net profit for the period 1.857,411 1.233,577

TOTAL 26.822,526 24.965,116

B) Provisions for risks and charges1) pension and similar provisions 0 02) taxation, including deferred tax liabilities 1,376 1,376 3) other provisions for risks and charges 462,852 467,986

TOTAL 464,228 469,362

C) Post-employment benefit provision 367,072 266,129

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D) Payables:1) bonds:

Within one year 0 0Beyond one year 0 0

2) convertible bonds: 0 0

Within one year 0 0Beyond one year 0 0

3) Payables for shareholder loans:Within one year 0 0Beyond one year 0 0

4) bank payables:Within one year 2.033,949 254,323Beyond one year 5.581,437 0

5) other lenders:Within one year 0 0Beyond one year 0 0

6) payments on account:Within one year 78,707 47,716Beyond one year 0 0

7) trade payables:Within one year 4.554,692 5.734,732Beyond one year 0 0

8) payables represented by negotiable instruments:Within one year 0 0Beyond one year 0 0

9) subsidiary companies:Within one year 0 0Beyond one year 0 0

10) associated companies:Within one year 0 0Beyond one year 0 0

11) holding companies:Within one year 0 0Beyond one year 0 0

12) tax payables:Within one year 2.076,094 521,911Beyond one year 0 0

13) payables to social security institutions:Within one year 557,115 314,992Beyond one year 0 0

14) other payables:Within one year 1.033,557 1.135,876Beyond one year 147,319 147,319

TOTAL 16.062,870 8.156,869E) Accrued liabilities and deferred income1) Accrued liabilities and deferred income 1.508,585 1.378,647E) ACCRUED LIABILITIES AND DEFERRED INCOME 1.508,585 1.378,647

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INCOME S T A T E ME NT

H1 2016 (in Euro) H1 2015 (in Euro)

A) Value of production1) Revenue from sales and services 23,262,504 6,042,6782) Changes in inventories of work-in-progress, semi-finished and finished 0 03) Changes in contract work in progress 0 04) Increase in internal work capitalised 982,516 239,9605) Other revenue and income showing separately operating grants:1) Miscellaneous 42,499 247,2612) Operating grants 0 03) Capital grants 0 05) Interest subsidy 0 0

TOTAL 24,287,519 6,529,900

B) Costs of Production6) Raw materials, supplies, consumable stores and merchandise 48,202 17,509

7) Services 14,988,715 2,854,736

8) Rents, lease and similar 217,348 134,180

9) Personnel expenses:a) Wages and salaries 2,289,930 782,804b) Social security charges 647,555 209,566c) Post-employment benefit provisions 147,542 45,343d) Pensions and similar 4,708 3,460e) Other costs 35,276 1,767

10) Depreciation, amortisation and write-downs:a) Amortisation of intangible assets 409,817 385,097b) Depreciation of fixed assets 97,060 4,861c) Other fixed asset write-downs 0 0d) Current asset provisions 2,364,641 598,150

11) Changes in inventory of raw materials, ancillary, 0 0consumables and goods

12) Provisions for risks 0 0

13) Other provisions 0 0

14) Other operating charges 46,969 35,842TOTAL 21,297,763 5,073,314

Difference between value and cost of production (A-B) 2,989,756 1,456,586

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C) Financial income and charges15) Investment incomea) Subsidiaries 0 0b) Associated companies 0 0c) Other 0 0

16) Other financial incomea) Non-current receivables1) Subsidiaries 0 02) Associated companies 0 03) Holding companies 0 04) Other 1 0b) From securities classified as non-current not constituting equity investments 0 0c) From securities classified as current assets not constituting equity investments 0 0d) Other income1) Subsidiaries 0 02) Associated companies 0 03) Holding companies 0 04) Other 695 389

17) Interest and other financial charges:1) Subsidiaries 0 02) Associated companies 0 03) Holding companies 0 04) Other 25,315 37,200

17 bis) Exchange gains and losses: 305 (288)TOTAL (15+16-17-17bis) (24,924) (36,523)

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D) 18) Revaluations:a) Equity investments 0 0b) Non-current financial assets that do not constitute equity investments 0 0c) Current securities that do not constitute equity investments 0 0

19) Write-downs:a) Equity investments 0 0b) Non-current financial assets that do not constitute equity investments 0 0c) Current securities that do not constitute equity investments 0 0

TOTAL (18-19) 0 0

E) Extraordinary income and charges20) Income:1) Gains on disposals 0 02) Other 1,000 912

21) Charges:1) Losses on disposals 0 02) Previous year taxes 0 03) Other 1,616 0

TOTAL (20-21) (616) 912

PROFIT BEFORE TAXES (A-B±C±D±E) 2,964,216 1,420,975

22) Current & deferred taxesA) Current taxes (1,510,524) (592,074)B) Deferred tax income/(charges) 403,719 159,079

26 NET PROFIT 1,857,411 987,980

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5 ExplanatoryNotes

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5.1 Structureandcontentoftheconsolidatedfinancialstatements The Consolidated Financial Statements at June 30, 2016 were prepared in accordance with the provisions

of Legislative Decree No. 127/1991, with OIC No. 30 “Interim financial statements” and utilising the financial

statements for the period ended June 30, 2016 of the 4 wholly-owned subsidiaries of axélero S.p.A.

The financial statements have been re-classified and, where necessary, adjusted in line with Group

accounting principles.

The notes to the financial statements have the function of providing illustration, analysis and for some

aspects serve as an integral part of the disclosures to the consolidated financial statements and contain the

information requested by Article 38 of Legislative Decree No. 127/91. As advised by AIM Italia with notice

No. 14484 of July 22, 2016, this Half-Year Report at June 30, 2016 was not subject to the provisions of

Legislative Decree No. 139 of 18/8/2015 which implements Directive 2013/34/EC.

Additional information is also provided where deemed necessary to present a true and fair view, even if such

disclosures are not required by specific legislation. All the amounts reported are expressed in Euro, unless

otherwise indicated.

5.2 Consolidationprinciplesandbasisofconsolidation The subsidiaries are consolidated through the line-by-line method, which fully records all of the assets and

liabilities.

The most important consolidation principles adopted for the application of the line-by-line method are the

following:

§ the carrying value of the companies consolidated is eliminated against the corresponding share of

net equity, including the result for those holdings which were conferred/acquired close to the period-

end. The resulting differences are allocated, where possible, to the assets of the companies

included in the consolidation or recorded as a direct reduction of the consolidated net equity. Any

residual difference is recorded in a specific asset account consolidation difference, to be amortised

over the period of reasonable future utilisation for the sector in which the investees operate, taking

into account their strategic importance for the group and earnings prospects;

§ the elimination of reciprocal payables and receivables, costs and revenues, between consolidated

companies and of the effects of all significant transactions between them.

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5.3 ConsolidationScope The Consolidated Financial Statements at June 30, 2016 include the financial statements of the Parent

Company, axélero S.p.A., and those companies in which it directly controls pursuant to Article 2359 of the

Civil Code.

Originalitaly S.r.l. Share capital: Euro 100,000 fully paid-in

Shareholders' Equity at 30/06/2016: Euro 2,640,832

Shoppingdonna S.r.l. Share capital: Euro 100,000 fully paid-in

Shareholders' Equity at 30/06/2016: Euro 1,208,283

Abcsalute S.r.l. Share capital: Euro 75,000 fully paid-in

Shareholders' Equity at 30/06/2016: Euro 410,006

Professionisti S.r.l. Share capital: Euro 50,000 fully paid-in

Shareholders' Equity at 30/06/2016: Euro 232,014

5.4 Accountingpolicies The financial statement items have been measured in accordance with the general criteria of prudence and

accruals and on a going concern basis, and also taking into consideration the economic function of the

assets and liabilities.

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The application of the prudence principle has resulted in the separate quantification of the elements forming

each asset and liability accounts so as to avoid offsetting losses that ought to be recognised in the accounts,

and profits that should not be recognised as they have not been realised.

The application of the accruals method of accounting referred to signifies that the effects of Company

transactions are recorded in the year to which they in fact relate, as opposed to being recorded simply on a

cash basis.

Consistency in the application of the accounting principles is fundamental to ensure comparable financial

statements from year to year.

The valuation that takes into account the economic function of the asset or liability considered based on the

principle of the prevalence of substance over form permits the representation of the formal aspects of the

operations in accordance with the underlying economic reality.

Fixedassets Intangibleassets They are stated at historical cost, net of accumulated amortisation charged directly to the individual items.

The goodwill, relating to the merger differences arising following the incorporation by merger of Merchant1

Real Estate S.r.l. into Originalitaly S.r.l., was recorded under assets on December 31, 2010 and is amortised

over 12 years. The Company in compliance with OIC 9, undertook an impairment test in order to evaluate

the existence of any permanent loss in value. Based on the impairment test no indicators emerged giving

rise to the existence of any permanent loss in value of the goodwill.

Leasehold improvements, where resulting in increases in the value of the assets and where not having

autonomous functionality, are amortised based on the lesser period between the future utility of expenses

incurred and the residual rental period.

The annual rates utilised are as follows:

Formation, start-up and similar costs 20.00% Development and advertising costs 20% - 33.33% Industrial patents and intellectual property rights 20.00% Concessions, licenses, trademarks & similar rights 20.00% Goodwill 8.33% Other intangible assets (development of web portals) 25.00%

Property,plant&equipment They are recorded at purchase cost and adjusted by the depreciation provision.

The depreciation is calculated on the basis of the residual useful technical-economic life of the assets,

deemed to be representative of the depreciation rates that are reduced by half for the first year of use.

The annual rates utilised are as follows:

Other tangible fixed assets (EDP) 33.33% Other assets (misc. equipment) 15%

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The depreciation rate applied to EDP was based on the useful life of the assets, estimated at not greater

than 3 years as concerning technology with a high obsolescence rate.

We report that for the period ended June 30, 2016 and up to the date of the preparation of the financial

statements no trigger events arose indicating the existence of permanent loss in value of property, plant and

equipment.

Financialassets The investments excluded from the consolidation scope are recorded under financial fixed assets, measured

under the cost criteria including any accessory charges, net of write-downs relating to permanent losses in

the value of the investments; they represent long-term and strategic investments of the Group. The value

recorded in the financial statements is determined based on the purchase or subscription price and any

subsequent monetary contributions. No indications or circumstances arose of a permanent loss in value.

Receivables They are stated at their estimated realisable value. The nominal value is adjusted by means of a doubtful

debt provision which takes account of the general economic and sector conditions, prudently estimated

based on past experience. In accordance with OIC 15 axélero S.p.A. separated the implicit interest on trade

receivables due beyond 12 months on initial recognition. The income was recorded separately between: (i)

revenue for services provided; (ii) implicit interest relating to the deferred payment terms. The amount of the

service revenue is determined discounting the receivable at an appropriate interest rate. The amount of the

implicit interest income is determined as the difference between the nominal value of the receivable and the

amount of consideration due on demand and is initially recorded under deferred income. Interest income is

recognised in future periods and years until the maturity of the receivable and accounted over the duration of

the receivable. The interest to be recorded in each period for the duration of the receivable is the interest

matured in the period.

Cashandcashequivalents Cash and cash equivalents are recorded at nominal value. Prepaymentsandaccruals These are recorded on an accruals basis. The conditions which determined the original recording of accruals

and deferrals are verified, adopting appropriate changes where necessary.

Shareholders’Equity The accounts correspond to the net equity accounts of the parent company, with the exception of “Retained

earnings” which includes the reclassification of the retained earnings of the years prior to the acquisition date

of the subsidiaries.

Post-employmentbenefitprovision The Post-employment benefit provision is recorded in accordance with provisions in force for employment

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contracts and corresponds to the effective obligation of the Company towards its employees at the balance

sheet date.

Payables They are recorded at their nominal value, adjusted where necessary for returns or adjustments to invoices.

Incometaxes Income taxes are recorded in accordance with the accruals principle.

Income taxes have been calculated on the basis of estimated assessable income, in accordance with

provisions in force and taking account of any applicable exemptions and tax credits due.

Deferred taxes are calculated on temporary differences between the values recorded in the financial

statements and the corresponding values recorded for fiscal purposes, taking account of the rate in force in

the year of expected use. Deferred tax assets are recorded if there is reasonable certainty that the temporary

differences will reverse in future years against assessable income not lower than the differences that will be

reversed.

Revenuerecognition Revenues are recognised on an accruals basis. They are recorded in accordance with the prudency and

accruals principles. The revenues and income, costs and charges, are recorded net of discounts and

premiums and valued added taxes related to the services in accordance with Article 2425 of the Civil Code.

Revenues are recognised on an accruals basis. The subscription contracts and any renewals thereof

normally have a duration of 48 months in relation to the following subscription contracts: Originalitaly S.r.l.,

Shoppingdonna S.r.l., Abcsalute S.r.l. and 24 months for the subscription contracts relating to Professionisti

S.r.l. Revenues are recognised on an accruals basis based on the number of publication days from the

activation date of the subscription.

The revenues relating to the product TiTrovo.it/Webx, marketed directly by axélero S.p.A., which provides a

website, are fully recognised on the publication of the website, which may be independently updated by the

client.

The revenues and income, costs and charges, are recorded net of discounts and premiums and valued

added taxes related to the services in accordance with Article 2425 of the Civil Code.

ExemptionsNo significant facts and/or circumstances arose requiring recourse to the exceptions pursuant to Article 29,

paragraph 4, of Legislative Decree 127/1991.

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5.5 Workforce:averagenumberofemployees

The national labour contracts applied are those for the commercial and telecommunication sectors. The

changes in the Group workforce, by category, compared to the previous year is illustrated below.

Workforce 30/06/2016 31/12/2015 Changes

Executives 10 11 (1)White-collar 87 63 24Apprentices 4 5 (1)Total 101 79 22

Interns 8 6 2

5.6 Assets

5.6.1 B)Fixedassets I.Intangiblefixedassets

Balanceat30/06/2016 Balanceat31/12/2015 Changes

4,659,109 3,728,248 930,861 Movements of intangible assets

DescriptionFormation,start-upandsimilar

costs

Developmentandadvertising

costs

Industrialpatentsandintellectual

propertyrights

Concessions,licenses,

trademarks&similarrights

Goodwill

Assetsinprogressandpaymentson

account

Other Total

At31/12/2015Historiccost 2,365,556 654,485 0 606,728 871,261 522,253 1,002,504 6,022,788Write-downs 0Revaluations 0Allocation 0Movements 0Accumulatedamortisation (989,500) (317,235) 0 (247,423) (362,880) 0 (377,503) (2,294,540)Bookvalueat31/12/2015 1,376,057 337,250 0 359,306 508,381 522,253 625,000 3,728,248

Movementsincurrentyear:Acquisitions/Capitalisations 60,372 74,680 0 1,349 0 1,189,776 14,500 1,340,677Disposalcosts 0Provisiondisposals 0Othercostincreases 0Amortisationinyear (203,057) (49,990) 0 (58,826) (36,288) 0 (61,655) (409,816)Othercostdecreases 0Otherprovisiondecreases

Totalchange (142,685) 24,690 0 (57,477) (36,288) 1,189,776 (47,155) 930,861At30/06/2016

Historiccost 2,425,929 729,165 0 608,077 871,261 1,712,029 1,017,004 7,363,465Write-downs 0Revaluations 0Allocation 0Movements 0Accumulatedamortisation (1,192,557) (367,225) 0 (306,249) (399,168) 0 (439,158) (2,704,357)Bookvalueat30/06/2016 1,233,372 361,940 0 301,828 472,093 1,712,029 577,846 4,659,109

The costs recorded are reasonably correlated to their future use, and are therefore amortised on a straight-

line basis in relation to their future residual utility.

The amortisation criteria as well as useful lives and residual values are reviewed at the end of each

accounting period, and if necessary, redetermined to take account of any permanent loss in value. In 2015

there were no permanent losses in value identified.

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Half-Year Report at June 30, 2016 Page 45

The principal increases in intangible assets in the year concern:

- for Euro 74 development costs, for consultancy related to the development of the operating control

system and the existing operating system to handle increased demands;

- for Euro 1,190 thousand Assets in Progress, principally comprising: (i) for Euro 983 thousand the

capitalisation of costs for company personnel engaged in the enhancement of new products and for

the proprietary technology for the large scale construction and maintenance of the website templates

for clients; (ii) Euro 187 thousand the capitalisation of costs for the development of new

administrative and accounting systems, with completion expected by 2016 year-end.

II.Property,plant&equipment

Balanceat30/06/2016 Balanceat31/12/2015 Changes

660,409 378,893 281,516 Movements of property, plant & equipment

DescriptionLandandbuildings

Landandbuildingsunder

lease

Plantandmachinery

Industrialandcommercialequipment

Othertangibleassets

Assetsinprogressandpaymentson

account

Total

At31/12/2015Historiccost 0 0 3,450 0 465,623 0 469,073Write-downs 0Revaluations 0Allocation 0Movements 0Accumulateddepreciation 0 0 (259) 0 (89,922) 0 (90,180)Bookvalueat31/12/2015 0 0 3,191 0 375,702 0 378,893

MovementsincurrentperiodAcquisitions/Capitalisations 0 0 4,950 0 349,221 24,405 378,576Disposalcosts 0Provisiondisposals 0Accumulateddepreciationprioryears 0Depreciation 0 0 (444) 0 (96,615) 0 (97,059)Rounding 0

Totalchange 0 0 4,506 0 252,606 24,405 281,517

Historiccost 0 0 8,400 0 814,844 24,405 823,244Write-downs 0Revaluations 0Allocation 0Movements 0Accumulateddepreciation 0 0 (703) 0 (186,537) 0 (187,239)Bookvalueat30/06/2016 0 0 7,697 0 628,308 24,405 660,409

The increases at June 30, 2016, concerning for Euro 349 thousand Other assets and for Euro 326 thousand

the purchase cost of infrastructure (PC’s, mobile telephones, servers) for the technology needed for the new

hires and the sales network and for Euro 23 thousand the purchase of furniture and fittings for the new Rome

office.

The increase in Assets in progress and advances for Euro 24 thousand relates to the advance on the supply

of furniture for the fitting out of the first floor of the Milan headquarters at via Melchiorre Gioia.

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III.Financialassets

Balanceat30/06/2016 Balanceat31/12/2015 Changes

158,714 50,089 108,625

“Financial Assets” at June 30, 2016 concerned: (i) the investment in the company Arreeba S.r.l. for Euro 29

thousand; (ii) the non-interest bearing loan issued in favour of the associate Arreeba S.r.l. for a total of Euro

130 thousand, of which 100 thousand paid in the first half of 2016.

Investments in other companies At June 30, 2016, there were no investments in other companies.

5.6.2 C)Currentassets

II.Receivables

Balanceat30/06/2016 Balanceat31/12/2015 Changes

38,497,319 23,183,991 15,313,328 The movement in receivables is substantially due to the significant increase to the number of clients and

consequently trade receivables, due to the recognition of invoices to be issued on an accruals basis.

Website (TiTrovo and WebX) provision revenues are recognised on activation of the website, with client

payment terms of 24, 36 or 48 months.

Receivables based on their maturity and nature are broken down as follows:

Description Withinoneyear Beyondoneyear Beyondfiveyears TotalTradereceivables 13,155,438 20,895,910 34,051,348Taxreceivables 2,315,047 2,315,047Deferredtaxassets 1,694,149 1,694,149Others-Italy 346,306 90,469 436,775

17,510,940 20,986,379 0 38,497,319 Trade receivables are adjusted to reflect their estimated realisable value through the provision for doubtful

debts and whose movements were as follows:

Doubtfuldebtprovision Amount

Balanceat31/12/2015 4,592,338Estimateadjustment (484,962)Allocationintheperiod 2,849,603Balanceat30/06/2016 6,956,979

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The “estimate adjustment” account, reported in the table, represents the reduction of the doubtful debt

provision due to estimate adjustments.

The consolidated doubtful debt provision at June 30, 2016 is broken down among the Group companies as

follows:

•Originalitaly S.r.l. ………………. forEuro 2,754,712•Shoppingdonna S.r.l. ………….. forEuro 1,770,726•Axélero S.p.A. …………………. forEuro 2,064,359•Abcsalute S.r.l. ………………… forEuro 294,186•Professionisti S.r.l. ……………. forEuro 72,996

We report in addition that, in accordance with the accounting standards and similarly to the previous year,

the company discounts the receivables due beyond one year, separating, on the recognition of the revenue,

the amount of implicit interest.

In the first half of 2016 therefore, deferred income was recognised for Euro 266 thousand against a reduction

in the Value of Production.

The tax receivables of Euro 4,009 thousand principally comprise: (i) deferred tax assets of Euro 1,694

thousand; (ii) VAT receivables of Euro 2,253 thousand, concerning for Euro 1,743 thousand the VAT

receivable matured in H1 2016 and for Euro 510 thousand the residual VAT receivable from the Annual VAT

Declaration sent on February 29, 2016 (equal to Euro 1,210 thousand); and IRES and IRAP receivables for

Euro 62.

In relation to deferred tax assets, reference should be made to the income statement review of these

Explanatory Notes at paragraph 5.8.7 below.

Other receivables are illustrated below:

Otherreceivables,within12months Amount

Guaranteedeposits 164,617Advancestosuppliers 117,578Other 64,111

346,306

Guarantee Deposits amount to Euro 165 thousand and principally concern guarantee deposits provided to

the factoring company against without recourse receivables, made in the past by Abcsalute S.r.l. and

Originalitaly S.r.l. for Euro 155 thousand. These receivables may be offset with the account other payables to

the factoring company for Euro 147 thousand recorded under payables due beyond one year.

Advances to suppliers relate to payments made, in particular to hotels, airlines and restaurants, for which tax

documentation has not yet been received, with consequent recognition of the cost and allocation of the

invoices to be received to trade payables.

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III.Currentfinancialassets

Balanceat30/06/2016 Balanceat31/12/2015 Changes

161,341 95,604 65,737 On November 4, 2015, the Board of Directors of axélero S.p.A. approved the share buy-back programme of

the Company, as approved by the Shareholders’ Meeting of December 2, 2014 in accordance with Articles

2357 and 2357-ter of the Civil Code. The total value of treasury shares acquired up to June 30, 2016

amounts to Euro 122 thousand, for 27,750 shares, recognised to current assets. Current financial assets

totalling Euro 39 thousand concern an insurance policy with Assicurazioni Generali S.p.A., in place from the

previous year. The treasury share buy-back plan concluded on June 2, 2016 and in the first six months of

2016 no sales were made, while the treasury shares held are also free from any type of restriction or

encumbrance - secured, obligatory or unsecured - and are freely transferable.

The movement for Euro 66 thousand concerns the acquisition of treasury shares in the first half of 2016.

IV.Cashandcashequivalents

Balanceat30/06/2016 Balanceat31/12/2015 Changes

881,279 7,592,754 (6,711,475) Description 30/06/2016 31/12/2015 Changes

Bankandpostaldeposits 845,409 7,559,282 (6,713,873)Cashonhandandsimilar 35,870 33,472 2,398

881,279 7,592,754 (6,711,475)

The account reflects the balance of cash and cash equivalents on hand at June 30, 2016.

5.6.3 D)Prepaymentsandaccruedincome

Balanceat30/06/2016 Balanceat31/12/2015 Changes

207,110 206,544 566 They relate to income and charges accounted for on an accruals basis, irrespective of the date of payment or

receipt. For Euro 100 thousand they include prepayments incurred by the parent company axélero S.p.A.,

partly attributable to the purchase and renewal of domain names for periods subsequent to H1 2016.

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5.7 Liabilities

5.7.1 A)Shareholders’Equity

Balanceat30/06/2016 Balanceat31/12/2015 Changes

26,822,526 24,965,116 1,857,410 The share capital of the Parent Company at June 30, 2016 is represented by 68,000 shares without

indication of the nominal value, with issue par value of Euro 0.005, for a total of 13,600,000 ordinary shares.

The following table provides details of the movements in Group shareholders' equity:

The shareholders’ equity accounts are divided by origin and the possibility of utilisation and distribution.

Nature/description Amount Poss.ofutilisation

Quotaavailable

Sharecapital 68,000 B 68,000Legalreserve 19,800 A,B 19,800Sharepremiumreserve 19,782,000 A,B,C 19,782,000Extraordinaryreserve 0 Otherreserves 12,990 A,B 12,990Retainedearnings 5,082,325 A,B,C 5,082,325Total 24,965,115 24,965,115Non-distributablequota 100,790 100,790Residualquotadistributable 24,864,325 24,864,325

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

DescriptionSharecapital

Legalreserve

Sharepremiumreserve

Extraordinaryres.

Capitalcontrib.

Otherreserves

Treasurysharesreserve

Retainedearnings NetResult Total

Openingpreviousyear 68,000 6,200 19,782,000 0 0 12,990 1,952,869 1,909,480 23,731,539Allocationoftheresult 13,600 1,895,880 (1,909,480) 0-attributionofdividends 0-otherallocations 0Otherchanges 0NetResult 1,233,577 1,233,577Closingpreviousyear 68,000 19,800 19,782,000 0 0 12,990 0 3,848,748 1,233,577 24,965,116Allocationoftheresult 1,233,577 (1,233,577) 0-attributionofdividends 0-otherallocations 0Otherchanges 0NetResult 1,857,411 1,857,411Closingcurrentyear 68,000 19,800 19,782,000 0 0 12,990 (0) 5,082,325 1,857,411 26,822,526

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5.7.2 B)Provisionsforrisksandcharges

Balanceat30/06/2016 Balanceat31/12/2015 Changes

464,228 469,362 (5,134)

Description 31/12/2015 Increases Decreases 30/06/2016Pensionandsimilar 0 0Taxation,includingdeferredtaxes 1,376 1,376Provisionsforrisksandcharges 467,986 (5,134) 462,852

469,362 0 (5,134) 464,228

The Taxation provision comprises deferred taxes provisioned at June 30, 2016.

The increase in the Provision for risks and charges concerns the prudent allocation made at December 31,

2015 for contingent liabilities related to the development of the commercial network in a short period of time.

5.7.3 C)Post-employmentbenefits

Balanceat30/06/2016 Balanceat31/12/2015 Changes

367,072 266,129 100,943

Description 31/12/2015 Increases Decreases 30/06/2016

Post-employmentbenefitprovision-movementsintheperiod266,129 147,542 (46,599) 367,072266,129 147,542 (46,599) 367,072

This provision represents the actual liability at June 30, 2016 towards employees under applicable law and

labour agreements taking into account all forms of remuneration and net of advances paid. The increase in

2016 is directly related to the workforce expansion in the period.

5.7.4 D)Payables

Balanceat30/06/2016 Balanceat31/12/2015 Changes

16,062,870 8,156,869 7,906,001 The table below illustrates the main changes.

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Description Balanceat30/06/2016 Balanceat31/12/2015 ChangesPayablesforshareholderloans 0 0 0Bankpayables 7,615,386 254,323 7,361,063Otherlenders 0 0 0Paymentsonaccount 78,707 47,717 30,990Tradepayables 4,554,692 5,734,732 (1,180,040)Associatedcompanies 0 0 0Taxpayables 2,076,094 521,911 1,554,183Payablestosocialsecurityinstitutions 557,115 314,992 242,123Otherpayables-Italy 1,180,876 1,283,194 (102,318)

16,062,870 8,156,869 7,906,001 Payables are stated at their nominal value and the breakdown by maturity is illustrated below:

Description Withinoneyear Beyondoneyear Beyondfiveyears TotalPayablesforshareholderloans 0 0Bankpayables 2,033,949 5,581,437 7,615,386Otherlenders 0 0Paymentsonaccount 78,707 78,707Tradepayables 4,554,692 4,554,692Associatedcompanies 0 0Taxpayables 2,076,094 2,076,094Socialsecuritypayables 557,115 557,115Otherpayables-Italy 1,033,557 147,319 1,180,876

10,334,114 5,728,756 0 16,062,870 Bank payables of Euro 7,615 thousand concern for Euro 7,586 thousand the parent company axélero SpA.

This concern loans granted in the first half of 2016 from leading credit institutions. For a breakdown of the

credit lines, reference should be made to paragraph 3.7 of the Directors’ Report.

Payments on account of Euro 79 thousand concern client advances.

Trade payables totalled Euro 4,555 thousand, comprising: (i) payables to agents for Euro 852 thousand, as a

net balance between: (i) the payable for commissions (Euro 9,265 thousand); (ii) commission advances in

favour of the sales network for Euro 8,413 thousand.

The residual balance concerns trade payables relating to normal provision without particular payment

deferments.

Tax payables include for Euro 1,302 thousand income taxes accruing in the period and residual income

taxes for the previous year, for Euro 373 thousand the VAT payable and for Euro 401 thousand tax payables

for IRPEF withholding taxes of employees and sub-contractors, relating to the month of June, paid on

schedule in July 2016.

Social security payables of Euro 557 thousand principally relate to those arising with the social security

institutions, paid in July 2016.

Other payables principally include: (i) for Euro 805 thousand employee payables for remuneration matured in

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June and not yet paid, in addition to the additional month salary, vacations or untaken leave matured; (ii) for

Euro 108 thousand the directors’ supplementary provision; (iii) for Euro 121 thousand other payables,

principally concerning axélero S.p.A. for costs accrued in the first half of 2016.

5.7.5 E)Accruedliabilitiesanddeferredincome

Balanceat30/06/2016 Balanceat31/12/2015 Changes

1,508,585 1,378,647 129,938

The account relates to costs and revenues recorded in accordance with the accruals principle. The balance

at June 30, 2016 comprises:

(i) Euro 1,033 thousand for deferred income which matures in future years;

(ii) Euro 474 thousand implicit interest on the contracts whose receivables were discounted in

accordance with OIC 15, recorded under deferred income and which will be released over the

coming years, until the maturity of the receivable, accounted for over the duration of the

receivable.

5.8 IncomeStatement

5.8.1 A)Valueofproduction

H12016 H12015 Changes

24,287,519 6,529,900 17,757,619

Valueofproduction H12016 H12015 ChangesRevenue 23,262,504 6,042,678 17,219,826Increaseininternalworkcapitalised 982,516 239,960 742,556Otherrevenue 42,499 247,261 (204,762)

24,287,519 6,529,900 17,757,619 The increase in the Value of the production on H1 2015 (+272%) is due to considerably higher sales

following the development of the commercial network and the launch of new products by axélero S.p.a..

The account Increase in internal work capitalised amounts to Euro 983 thousand and concerns the

capitalisation of costs for personnel engaged in the completion of product and service development

operations, begun in 2015, in addition to the development of proprietary technology for the large scale

creation and maintenance of website templates for customers.

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5.8.2 B)Costsofproduction

H12016 H12015 Changes

21,297,763 5,073,314 16,224,449 The Costs of Production amounting to Euro 21,298 thousand comprise:

Description H12016 H12015 ChangesRawmaterials,suppliesandconsumablestores 48,202 17,509 30,693Services 14,988,715 2,854,736 12,133,979Rents,leasesandsimilar 217,348 134,180 83,168Personnelexpenses 3,125,011 1,042,940 2,082,071Amortisation,depreciation&write-downs 2,871,518 988,108 1,883,410Provisionsforrisks 0 0 0Otheroperatingcharges 46,969 35,842 11,128

21,297,763 5,073,314 16,224,449

Raw materials, supplies and consumable stores relate to the acquisition of the materials necessary for the

Group’s ordinary operations.

Service costs of Euro 14,989 thousand are broken down as follows:

Servicecosts H12016 H12015 Changes

Commissionsonnewcustomeracquisition 8,678,104 1,087,882 7,590,222

Productionservicescosts 2,596,699 215,901 2,380,798

Othernewcustomeracquisitioncosts 1,457,059 385,074 1,071,985

Non-recurringcharges 164,048 0 164,048

Directors’remuneration&soc.securityinstitutions 347,334 355,102 (7,768)

Meeting,travelandtransferexpenses 859,538 138,889 720,649

Consultants 307,092 189,683 117,409

Professionalservices 183,034 192,722 (9,688)

Projectcollaborators/workers 47,963 127,880 (79,918)

Bankandfactoringexpenses 57,681 21,516 36,165

Othergeneralexpenses 129,532 25,928 103,604

Otherproductioncosts 29,379 54,596 (25,217)

Telephoneexpenses 35,530 12,227 23,302

Advertisingexpenses 52,457 12,210 40,247

Postandcourierexpenses 17,813 16,710 1,103

Salesrepresentativeexpenses 9,543 4,064 5,479

IndependentAuditFirmfees 7,100 6,000 1,100

StatutoryAuditorfees 8,812 8,353 45914,988,715 2,854,736 12,133,979

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Service costs increased Euro 12,134 thousand, due to the exponential expansion of operations by the parent

company axélero S.p.A., with a considerable increase in client numbers.

Production services costs include costs for the production of services to be sold, which rose alongside sales.

Other commercial costs of Euro 1,457 thousand relate for Euro 1,378 thousand to outbound telemarketing

costs in support of the sales network and the profiling and prospecting of potential clients, in addition to

customer care.

Meeting, travel and transfer expenses include all costs for employee and sales network transport and

meetings, with the increase relating to the expanded workforce and sales force.

Non-recurring charges concern: Business Development consultancy expenses of Euro 35 thousand; product

development expenses of Euro 80 thousand and strategic consultancy expenses of Euro 20 thousand; other

non-recurring expenses of Euro 29 thousand.

Rent, lease and similar costs of Euro 217 thousand entirely concern the parent company axélero S.p.A. and

principally comprise the rental of the offices in Monopoli and Rome (Euro 43 thousand), short and long-term

car hire and the hiring of meeting rooms for the training of the sales staff.

Personnel expenses totalling Euro 3,125 thousand increased on the previous year Euro 2,082 thousand, due

to the expansion of the parent company axélero S.p.A. workforce.

Amortisation of Intangible Assets of Euro 409 thousand comprised:

Amortisation H12016 H12015 Changes

Amort.incorporationcostsandstat.changes 2,114 2,114 (0)

Amort.formation,start-upandsimilarcosts 52,558 51,235 1,323

Amort.formation,start-upandsimilarcostsIPO 121,235 121,235 0

Amort.deferredcharges 21,023 21,023 (0)

Amort.developmentcosts 45,632 29,229 16,403

Amort.advertisingcosts 2,500 13,377 (10,877)

Amort.licensesandpatents 123 1,550 (1,427)

Amort.softwareprogrammes 27,150 42,750 (15,600)

Amort.trademarks 184 147 37

Amort.similarrights 58,520 58,520 0

Amort.goodwill 36,288 36,288 0

Amort.deferredchargesdevelopmentwebportal 7,629 7,629 0

Amort.leaseholdimprovements 33,003 0 33,003

Amort.ITdevelopmentexpenses 1,858 0 1,858409,817 385,097 24,720

The increase in the amortisation of development costs relates to the capitalisation of the costs incurred

principally for the development of the TiTrovo product.

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The account Amortisation of leasehold improvements includes the amortisation of the costs incurred for the

improvements made to the new Milan offices at via Melchiorre Gioia, 8.

Depreciation on tangible assets totalled Euro 97 thousand and comprised: Depreciation H12016 H12015 Changes

Deprec.variousequipment 103.00 103 (0)

Deprec.EDP 90,924 4,666 86,258

Deprec.generalandspecificplant 444 92 352

Deprec.furnitureandofficeequipment 5,589 5,58997,060 4,861 92,199

The increase in EDP depreciation relates to the capitalisation of infrastructure purchase costs (PC’s, mobile

telephones, servers) for employees and the sales network.

Write-downs on receivables in H1 2016 totalled Euro 2,365 thousand, as reported at paragraph 5.6.2,

increasing against the increase in trade receivables compared to H1 2015.

Other operating costs of Euro 47 thousand comprise:

Otheroperatingcharges H12016 H12015 Changes

Other 26,326 9,710 16,616Injunctionexpenses 1,508 11,736 (10,228)Gifts 4,242 161 4,081Othertaxes 5,557 5,088 469Charitabledonations 1,000 1,000Taxduties 3,471 4,739 (1,268)Books,newspapersandmagazines 2,286 2,600 (314)Chambercomm.fees 2,579 1,808 771

46,969 35,842 11,128

5.8.3 C)Financialincomeandcharges

H12016 H12015 Changes

(24,924) (36,523) 11,599

Financialincome H12016 H12015 Changes

Others 695 389 306

Financialcharges H12016 H12015 Changes

Others 25,315 37,200 (11,885)Exchangegainsandlosses 305 (288) 593

25,620 36,912 (11,292)

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Financial charges are substantially in line with H1 2015. Loans undertaken in the first half of 2016 are in a

grace period and therefore did not incur any financial charges in the period.

5.8.4 D)Adjustmenttofinancialassets

H12016 H12015 Changes

0 0 0

5.8.5 E)Extraordinaryincomeandcharges

H12016 H12015 Changes

(616) 912 (1,528)

Description H12016 H12015 Changes

Gainsondisposals 0 0 0Miscellaneous 1,000 912 88Totalincome 1,000 912 88

Incometaxesofprioryears 0 0 0Other 1,616 0 1,616Totalcosts 1,616 0 1,616

The movement in the extraordinary items is principally due to the reversal of credit and debit items arising in

previous years recognised to the financial statements of the subsidiaries.

5.8.6 Incometax

H12016 H12015 Changes

1,106,805 432,995 673,810

Description H12016 H12015 Changes

Currenttaxes

IRES 1,244,054 447,836 796,218

IRAP 266,470 144,238 122,232

Totalcurrentincometaxes 1,510,524 592,074 918,450

Deferredtaxcharge/(income)

IRESTAXCHARGE 0

IRESTAXINCOME (403,719) (159,079) (244,640)

Deferredtaxcharge/(income) (403,719) (159,079) (244,640)Totalincometaxes 1,106,805 432,995 673,810

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Half-Year Report at June 30, 2016 Page 57

Law No. 208 of December 28, 2015, paragraph 61 amends Article 77 of the Income Tax Law establishing

that, from January 1, 2017, with effect for tax periods subsequent to December 31, 2016, the IRES rate,

currently at 27.5%, will be lowered to 24%. Account was taken of this provision, applying: (i) the 27.5% rate

currently in force for income accruing in H1 2016; (ii) the 24% rate for deferred taxes generated by the

doubtful debt provision allocations in the first half of 2016; (iii) the 27.5% rate for the reversal of deferred tax

assets following use of the provision established at December 31, 2015 to be carried out by December 31,

2016; (iv) the 24% rate on the 2015 provision with reversal expected in the periods subsequent to December

31, 2016.

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axélero S.p.A. Group

Half-Year Report at June 30, 2016 Page 58

IRES Table

IRAP Table

Description Value TaxProfit before taxes 2,775,358

Tax charge (%) 27.5% 763,223

Temporary differences deductible in future years

- Doubtful debt provision 2,246,331

- Other risk provision 0

- Other 0

Non-reversing differences in future years

- Amortisation & Depreciation 36,288

- Taxes and duties 0

- Motor vehicle costs 50,512

- Travel expenses 134,881

- Telephone costs 7,061

- Prior year charges 19,344- Write-down of investments 0

- Other risk provision 0

- Other increases 69,743

- IRAP on interest and personnel expenses (73,889)

- Operating grants for investments 0

- Prior year income 0

- Other decreases (25)

Assessable income 5,265,604tax losses 0

ACE exempt income 741,770

Current IRES income taxes 1,244,054

Description Value TaxDifference between value and costs of production

8,501,490

Tax charge (%) 4.39% 373,386

Non-reversing differences in future years- Service costs 376,057

- Rent, lease and similar costs 46,385

- Other operating costs 18,010

- Operating grants for investments 0

- Personnel expenses deductible (2,743,812)

- Other changes 38,413

Assessable income 6,222,725

4.82% 1,850,967

3.90% 142,673

Current IRAP income taxes 266,470

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axélero S.p.A. Group

Half-Year Report at June 30, 2016 Page 59

5.8.7 Deferredtaxassets&liabilities The table below shows the movements in deferred tax assets and liabilities.

Otherinformation There are no leaving indemnity provisions for directors.

Disclosure upon the remuneration of directors, net of pension contributions, statutory auditors and the

independent audit firm, net of expenses, is provided below.

Name Office RemunerationH12016axéleroS.p.A. BoardofDirectors 303,000B.o.D. LeonardoCucchiarini ChairmanBOD-Executive 135,000

StefanoMariaCereseto ExecutiveDirector 135,000 GiulioValiante Non-ExecutiveDirector 11,000 MatteoPettinari Non-ExecutiveDirector 11,000 MicheleCasucci IndependentDirector 11,000

BoardofStatutoryAuditors 8,000 BoardofStatutoryAuditorsAdrianoMailabaila Chair-BoardofStat.Auditors 3,500

DavideTesta StatutoryAuditor 2,250 AngeloFiorentino StatutoryAuditor 2,250

IndependentAuditFirm BDOItaliaS.p.A. IndependentAuditFirm 6,100

AbcsaluteS.r.l. BoardofDirectors 1,000 B.o.D. MatteoMoroni SoleDirector 1,000

LeonardoCucchiarini NonExecutiveDirectorStefanoMariaCereseto NonExecutiveDirector

OriginalitalyS.r.l. BoardofDirectors 2,750B.o.D. MatteoMoroni SoleDirector 2,750

LeonardoCucchiarini NonExecutiveDirectorStefanoMariaCereseto NonExecutiveDirector

ShoppingdonnaS.r.l. BoardofDirectors 2,750B.o.D. MatteoMoroni SoleDirector 2,750

LeonardoCucchiarini NonExecutiveDirectorStefanoMariaCereseto NonExecutiveDirector

ProfessionistiS.r.l. BoardofDirectors 1,000B.o.D. MatteoMoroni SoleDirector 1,000

LeonardoCucchiarini NonExecutiveDirectorStefanoMariaCereseto NonExecutiveDirector

TOTAL 310,500

Temporarydifferences

Deferredtaxasset/(liability)

Temporarydifferencearising

Temporarydifferenceabsorbed

Def.tax(income)/charge

arising

Def.tax(income)/charge

absorbed

Temporarydifferences

Deferredtaxasset/(liability)

Doubtfuldebtprovision def.taxasset 4.119,276 1.132,802 2.364,641 0 567,514 (124,394) 6.483,917 1.575,922Provisionsforagentindemnityrisks def.taxasset 429,920 118,228 0 0 0 0 429,920 118,228ResidualACE def.taxasset 143,273 39,400 0 143,273 0 (39,400) 0 0Losses def.taxasset 0 0 0 0 0 0 0 0Directorsfees def.taxasset 0 0 0 0 0 0 0 0Dividendsnotreceived deferredtaxliab. (5,002) (1,376) 0 0 0 0 (5,002) (1,376)

Total 4.687,466 1.289,054 2.364,641 143,273 567,514 (163,794) 6.908,835 1.692,774

Balanceat31/12/2015 H12016IncomeStatement Balanceat30/06/2016

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axélero S.p.A. Group

Half-Year Report at June 30, 2016 Page 60

6 ATTACHMENTS

6.1 ListofinvestmentsinsubsidiariesatJune30,2016withintheconsolidationscope.

Companyname Registeredoffice

Sharecapital NEat30/06/16 H12016Result Shareheld ShareofNetEquity

Consolidationmethod

OriginalitalyS.r.l. Milan 100,000 2,640,832 206,567 100% 2,640,832 Line-by-lineShoppingdonnaS.r.l. Milan 100,000 1,208,283 138,115 100% 1,208,283 Line-by-lineAbcsaluteS.r.l. Milan 75,000 410,006 60,396 100% 410,006 Line-by-lineProfessionistiS.r.l. Milan 50,000 232,014 13,536 100% 232,014 Line-by-line

4,491,135 418,614 4,491,135

6.2 ReconciliationbetweennetresultandnetequityoftheParentCompanyandGroup

Netprofit(loss)intheperiod

NetequityatDecember31,2015

NetequityatJune30,2016

Parentcompany 1,438,795 21,257,594 22,696,390Contributionofcompaniesincludedintheconsolidationscope 418,614 3,707,521 4,126,135Group 1,857,409 24,965,116 26,822,525

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axélero S.p.A. Group

Half-Year Report at June 30, 2016 Page 61

6.3 CashFlowStatement

JUNE 30, 2016 (in Euro)

DECEMBER 31, 2015 (in Euro)

A.Cashflowfromoperatingactivities(indirectmethod)Netprofit 1,857,411 1,233,577Incometaxes 1,106,805 315,172Extraordinaryincomeandcharges 616 (22,677)Interestcharges/(income) 24,925 53,981(Dividends) 0 0(Gains)/lossesonsaleofassets 0 01.Profit(loss)fortheyearbeforetaxes,interest, 2,989,757 1,580,053dividends and gains/losses from disposals

Non-cash adjustments not offset by net work ing capital

Post-employmentbenefitprovision 147,542 135,008Doubtfuldebtprovision 2,364,641 2,188,110Amortisation&Depreciation 506,877 901,898Impairments 0 99,000Othernon-cashadjustments (5,134) 430,608

Total non-cash adjustments 3,013,926 3,754,6242.Cashflowbeforeworkingcapitalchanges 6,003,683 5,334,677

Change in net work ing capital

Decrease/(increase)ininventories 0 0Decrease/(increase)intradereceivables (18,752,609) (14,184,855)Increase/(decrease)intradepayables (1,180,040) 4,408,299Decrease/(increase)inprepaymentsandaccruedincome (566) 130,180Increase/(decrease)inaccruedliabilitiesanddeferredincome 129,938 148,964Otherchangesinworkingcapital 4,535,682 (1,610,082)

Total change in net work ing capital (15,267,594) (11,107,494)3.Cashflowafterworkingcapitalchanges (9,263,911) (5,772,816)

Other adjustments

Interestreceived/(paid) (24,925) (53,981)Extraordinaryincomeandcharges (616) 22,677(Incometaxespaid) (2,889,469) (2,442,601)Dividendsreceived 0 0(Utilisationofprovisions)Other 0 0

Total other adjustments (2,915,010) (2,473,905)4.Cashflowafterotheradjustments (12,178,921) (8,246,722)Cash flow from operating activities (A) (12,178,921) (8,246,722)

B.CashflowfromfinancingactivitiesProperty, plant & equipment(Investments) (378,576) (440,279)Salespriceofdisposals 0 0Intangible assets(Investments) (1,340,678) (1,458,259)Salespriceofdisposals 0 0Financial assets(Investments) (108,625) (149,089)Salespriceofdisposals 0 0Current financial assets(Investments) (65,737) (56,359.24)Salespriceofdisposals 0 0Acquisition or sale of subsidiaries or business units net of cash and cash equivalentsCash flow from investing activities (B) (1,893,616) (2,103,987)

C.CashflowfromfinancingactivitiesThird party funds

Increase(decrease)inshort-termbankpayables 1,779,626 (586,400)Increase(decrease)shorttermshareholderpayables&otherlenders 0 0Newloans 5,581,437 0Repaymentofloans 0 0

Own funds

Sharecapitalincrease 0 0Sale/(Acquisition)oftreasuryshares 0 0Dividends(andadvancesondividends)paid 0 0Cash flow from financing activities (C) 7,361,063 (586,400)

Increase/(decrease)incashandcashequivalents(A±B±C) (6,711,474) (10,937,109)

CashandcashequivalentsatJanuary1 7,592,754 18,529,863CashandcashequivalentsatJune30 881,279 7,592,754

Increase/(decrease)incashandcashequivalents (6,711,475) (10,937,109)

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Half-Year Report at June 30, 2016 Page 62

The cash flow statement review is reported at paragraph 3.7 above of the Directors’ Report.

The present financial statements comprising the Balance Sheet, Income Statement, Explanatory Notes and

Cash Flow Statement represent in a true and fair manner the balance sheet, financial situation and results

for the period of the Group.

Chairman of the Board of Directors

Leonardo Cucchiarini

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axélero S.p.A.

Independent Auditors’ review report on interim consolidated financial statement as of June 30, 2016

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Aosta, Bari, Bergamo, Bologna, Brescia, Cagliari, Firenze, Genova, Milano, Napoli, Novara, Padova, Palermo, Pescara, Potenza, Roma, Torino, Treviso,Trieste, Verona, Vicenza BDO Italia S.p.A. – Sede Legale: Viale Abruzzi, 94 – 20131 Milano – Capitale Sociale Euro 1.000.000 i.v. Codice Fiscale, Partita IVA e Registro Imprese di Milano n. 07722780967 - R.E.A. Milano 1977842 Iscritta al Registro dei revisori Legali al n. 167911 con D.M. del 15/03/2013 G.U. n. 26 del 02/04/2013 BDO Italia S.p.A., società per azioni italiana, è membro di BDO International Limited, società di diritto inglese (company limited by guarantee), e fa parte della rete internazionale BDO, network di società indipendenti.

Tel: +39 02 58.20.10 Fax: +39 02 58.20.14.03 www.bdo.it

Viale Abruzzi n. 94 20131 Milano

Independent Auditors’ review report on interim consolidated financial statements

To the Board of Directors of axélero S.p.A.

Introduction We have reviewed the accompanying interim consolidated financial statements comprising balance sheet, profit and loss account and other explanatory notes of axélero S.p.A. (hereby the “Entity”) and its subsidiaries (the “axélero Group”). Management of axélero S.p.A is responsible for the preparation of this interim consolidated financial statements in accordance with the Accounting Standard applicable to interim financial reporting (OIC 30). Our responsibility is to express a conclusion on this interim consolidated financial reporting based on our review. Scope of review We conducted our review in accordance with International Standard on Review Engagements 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”. A review of interim financial information consist of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and, consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the interim consolidated financial statements. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim consolidated financial statements of axélero Group as of June 30, 2016, are not prepared, in all material respects, in accordance with the Accounting Standard applicable to interim financial reporting (OIC 30).

Milan, September 30, 2016 BDO Italia S.p.A. Giovanni Rovelli Socio

This report has been translated into English from the Italian original solely for the convenience of international readers.