2011 ANNUAL REPORT - Marcolin · 2018. 1. 15. · website includes a presentation of Marcolin,...

2011 ANNUAL REPORT

2011

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MARCOLIN S.p.A. Registered Office, Executive Management and Business Offices inVillanova 4 - Longarone (BL) - ItalyShare capital of Euro 32,312,475.00 fully paid inR.E.A. n. 64334Tax Code and Companies Register n. BL 01774690273VAT n. 00298010257

Tel. +39.0437.777111Fax +39.0437.777282www.marcolin.com

Marcolin Group2011 annual report

Marcolin Group

39

CONTENTS

40 Corporate Boards 41 Marcolin Group Structure 42 Financial Communications 42 Share Performance 44 Key Shareholders 45 Corporate Governance 45 Management and Coordination Activities 45 Non-EU subsidiaries 47 Marcolin Group Report on Operations 58 Consolidated Statement of Financial Position 59 Consolidated Income Statement and Consolidated Statement of Comprehensive Income 60 Consolidated Statement of Changes in Equity 61 Consolidated Cash Flow Statement 62 Notes to the Consolidated Financial Statements

MARCOLIN S.p.A. SEPARATE FINANCIAL STATEMENTS 101 Marcolin S.p.A. Report on Operations 111 Statement of Financial Position 112 Income Statement and Statement of Comprehensive Income 113 Statement of Changes in Equity 114 Cash Flow Statement 115 Notes to the Separate Financial Statements of Marcolin S.p.A 152 Statement issued by management responsible for the separate and consolidated financial statements pursuant to Article 81-ter of CONSOB Regulation no.11971 155 Report of the independent Auditors

Translation from the original issued in Italian

2011 Annual Report

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Corporate Boards and Auditors

Board of Directors (1)

Chairman Giovanni Marcolin Coffen (2)

C.E.O and Vice Chairman Vito Varvaro (2)

C.E.O. and General Manager Giovanni Zoppas (2) (3)

Director Antonio AbeteDirector Emanuele Alemagna (4)

Director Maurizio Boscarato (4)

Director and Vice Chairman Cirillo Coffen Marcolin (2) Director Maurizio Coffen Marcolin (2)

Director Andrea Della ValleDirector Diego Della ValleDirector Emilio MacellariDirector Carlo MontagnaDirector Stefano Salvatori (4)

Internal audit committeeStefano Salvatori ChairmanEmanuele Alemagna Maurizio Boscarato

Remuneration committeeStefano Salvatori ChairmanEmanuele AlemagnaEmilio Macellari

Board of statutory auditors (1)

Chairman Diego RivettiActing Auditor Mario CognigniActing Auditor Rossella PorfidoAlternate Auditor Rino FunesAlternate Auditor Ornella Piovesana

Independent auditorsDeloitte & Touche S.p.A. (5)

Financial reporting managerSandro Bartoletti (6)

(1) Term of office ends on the date of the Shareholders’ Meeting called to approve the annual financial statements for the year ended December 31, 2013 (pursuant to Shareholders’ Resolution of April 28, 2011);

(2) Executive directors;(3) Co-opted Director, term of office ends on the date of the Shareholders’ Meeting called to approve the annual financial statements for the year ended

December 31, 2011;(4) Independent Directors;(5) Term of engagement: financial years 2008 – 2016 (pursuant to Shareholders’ Resolution of April 29, 2008);(6) Appointed by Board of Directors’ Resolution of April 28, 2011. Term of office ends on the date of the Shareholders’ Meeting called to approve the annual

financial statements for the year ended December 31, 2013.

Powers assigned to members of the board of directors:Extensive powers of management and representation have been assigned, within specific limits, to Chief Executive Officer (C.E.O.) Giovanni Zoppas and Vice Chairman Vito Varvaro, whereas more circumscribed powers have been assigned to the Executive Directors.

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Marcolin Group Structure

100.00%

100.00% 14.60% 85.40%

99.82% 23.11% 76.89%

99.98%

100.00%

99.88%

100.00%

100.00%

0.10% 99.90%

40.00%

40.00%

Marcolin USA Inc. USA

Marcolin Asia Ltd Hong Kong

Marcolin France SasFrance

Marcolin International BV

Marcolin Iberica SA Spain

Marcolin Portugal Lda

Portugal

Marcolin Benelux Sprl Belgium

Marcolin UK Ltd United Kingdom

Marcolin Deutschland

GmbH Germany

Marcolin GmbH Switzerland

Marcolin do Brasil Ltda Brazil

Finitec Srl in liquidation

Italy

L Marcolin Japan Co. Ltd

in liquidationJapan

S.p.A.

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Financial communications

Marcolin S.p.A. maintains constant contact with its shareholders, investors, and analysts through its Investor Relations office, which provides ongoing communications between the Group and the financial markets.Financial information is also available on Marcolin’s website (www.marcolin.com), in the Investor Relations section. The website includes a presentation of Marcolin, periodic publications, press releases and real-time stock updates.

Share performance

aug-2011

sep-2011

oct-2011

nov-2011

dec-2011

jul-2011

jun-2011

may-2011

apr-2011

mar-2011

feb-2011

jan-2011

2.5

3.0

4.0

5.0

6.0

3.5

4.5

5.5

official price

Source: Borsa Italiana S.p.A.

Marcolin S.p.A. shares have been listed on Milan’s electronic equity market (Mercato Telematico Azionario – MTA) since July 19, 1999.

The above chart shows the share performance from January 3, 2011 to December 30, 2011.

Marcolin Group

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In the final months of 2011 tensions over sovereign debt became more strained in the euro area and spread, becoming systemic. Government security prices suffered as a result of uncertainty over crisis management mechanisms and deteriorating growth prospects for the euro area. Investors’ aversion to risk intensified the flight-to-quality and capital outflows from emerging market countries. The highly volatile stock markets and corporate bond markets in the euro area impacted the securities of the banking system. Stock market conditions and risk premiums for banks improved somewhat after the December 21 Eurosystem refinancing operation.At the December 23 close the FTSE MIB Historic index was down by 23.66% compared to the end of 2010 (annual high of 17,867 on February 17, 2011; low of 11,249 on September 23, 2011). The FTSE Italia All Share index declined by 24.48% (annual high of 23,741 on February 17, 2011; low of 14,320 on September 22, 2011). The FTSE MIB index fell by 25.28% (annual high of 23,178 on February 17, 2011; low of 13,474 on September 12, 2011).In this context, the Marcolin share value declined by 29.3%, from € 4.5 per share at the beginning of the year to € 3.181 as at December 30, 2011. In 2010 the share had been a top performer of the Italian stock market with a price that increased by 192.50%.

CONSOLIDATED STOCK MARKET INFORMATION 2011

earnings per share (euro) 0.341equity per share (euro) 1.52Year closing price (euro) 3.18Year high price (euro) 5.49Year low price (euro) 3.18price per share / earnings per share 9.32price per share / equity per share 2.09Market capitalization on Dec. 30, 2011 197,675,421average number of outstanding shares 88,151number of shares representing share capital 62,139,375

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Key Shareholders

Giovanni Marcolin Coffen*2.414%

Maria Giovanna Zandegiacomo*8.924%

Cirillo Coffen Marcolin*6.866%

Monica Coffen*5.316%

Maurizio Coffen Marcolin*6.866%

Diego Della Valle20.452%

Andrea Della Valle20.452%

Antonio Abete9.858%

Renzo Rosso2.018%

FIL Limited2.066%

Isabella Seragnoli2.092%

Treasury stock1.096%

Market11.581%

*Members of the Marcolin family

Maria Giovanna Zandegiacomo exercises voting rights both on directly owned shares and on shares owned indirectly through INMAR S.r.l. Cirillo Coffen Marcolin exercises voting rights both on directly owned shares and on shares owned indirectly through CCM Partecipazioni S.r.l.Maurizio Coffen Marcolin exercises voting rights both on directly owned shares and on shares owned indirectly through MCM Partecipazioni S.r.l.Diego Della Valle owns shares through DDV Partecipazioni S.r.l.Andrea Della Valle owns shares through ADV Partecipazioni S.r.l.Antonio Abete owns shares through LUAB Partecipazioni S.p.A. and Partecipazioni Iniziative Industriali S.r.l.Renzo Rosso owns shares through Red Circle Investments S.r.l.Isabella Seragnoli owns shares through IS.CO S.r.l.

Share capital consists of 62,139,375 ordinary shares with a par value of € 0.52 per share for a total amount of €32,312,475.00.

The above figures are based on information updated to March 13, 2012.

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Corporate Governance

Marcolin S.p.A. has adopted the Corporate Governance Code published by the Corporate Governance Committee of Borsa Italiana S.p.A. in March 2006 and all subsequent amendments and integrations.Marcolin has defined a clear, standard Code of Conduct for its organization and investor relations based on best practice principles in order to maximize shareholder value and assure transparency.Marcolin’s website: www.marcolin.com, Investor Relations section, provides information regarding the corporate governance system, including the corporate by-laws.More detailed information is provided in the Corporate Governance Report prepared in compliance with current regulations. The Report describes the methods of enforcing the corporate governance system and the implementation of the Code of Conduct. This document shall be filed with Borsa Italiana S.p.A. as required by law, and will be available for consultation in the Investor Relations section of the website ( www.marcolin.com). Information required by Art. 123-bis of the Consolidated Finance ActThe Board of Directors of Marcolin S.p.A. approved the annual Corporate Governance Report at the meeting held to approve the financial statements. The Corporate Governance Report provides the shareholder information required by the Consolidated Finance Act, Article 123-bis, subsection 1. It also describes the corporate governance system in accordance with Article 123-bis, subsection 2 and the governance policies recommended by the Code of Conduct adopted by Marcolin S.p.A. The annual Corporate Governance Report is made available to the public together with the financial statements. It is posted on the Investor Relations section of the website (www.marcolin.com).

Management and Coordination Activities

Marcolin S.p.A. is not subject to management and coordination activities by other companies or organizations. It defines its own strategic, general, and operational plans in full autonomy.

Non-EU Subsidiaries

The Board of Directors of Marcolin S.p.A., a company with subsidiaries incorporated and regulated by laws of countries outside the European Union, attests to the presence of the conditions set forth in Article 36 of CONSOB regulation 16191/2007, letters a), b) and c). Specifically, the Board attests that the non-EU subsidiaries:- have provided the parent company’s auditors with all the information necessary to conduct the audit of the annual and

interim financial statements;- have adequate administrative-accounting systems that can regularly provide the parent company’s management,

supervisory body and auditors with the accounting data necessary to prepare the consolidated financial statements.

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Remuneration Report

Marcolin S.p.A. has prepared a Remuneration Report in compliance with Legislative Decree 58, Article 123-ter of February 24, 1998 (Consolidated Finance Act), CONSOB Resolution 11971, Article 84-quater of May 14, 1999 (Issuers’ Regulation) and Borsa Italiana S.p.A.’s Code of Conduct for companies listed on the stock exchange, Article 6. The report is comprised of two sections.Section I describes Marcolin S.p.A.’s remuneration policies in respect of:(a) members of the Board of Directors, distinguishing between directors holding special positions (including executive directors) and non-executive directors;(b) General Managers; (c) other managers of Marcolin S.p.A. with strategic responsibilities, excluding statutory auditors.Section I also describes the procedures used to adopt and implement the remuneration policy and identifies the parties involved in the adoption and implementation activities. Section II discloses the individual remuneration items of the persons set forth in sub-items (a), (b) and (c) above and of Marcolin S.p.A.’s Board of Directors, and includes an itemized description of the payments made to such persons in 2011, for any reason and in any form, by the Company or by the Company’s subsidiaries or associates.

Under CONSOB Resolution 17221 of March 12, 2010, Regulations for Related Party Transactions, and the Company’s procedure for transactions with related parties adopted on November 12, 2010 in compliance with such Regulations (www.marcolin.com, Investor Relations section), Marcolin S.p.A.’s adoption of the remuneration policy exonerates the Company from the provisions of the procedure as concerns the Board of Directors’ resolutions on the remuneration of directors holding special positions and managers with strategic responsibilities, as per CONSOB Regulation Article 13 and Company Procedure Article 3.2.The Remuneration Report will be available in the Investor Relations section of www.marcolin.com.

Remuneration in the form of a variable incentive scheme was introduced for the new C.E.O., Giovanni Zoppas, consisting of share-based payments under a “Phantom Stock Option Plan” based on the potential growth of the Marcolin share price over the three-year vesting period. The stock options may be settled in cash on the expiration date only if (1) the position of C.E.O. is held at least until the third year is completed or until approval of the financial statements for the year to which the settlement refers; (2) at the time of settlement, the position of C.E.O. has not been terminated due to dismissal for just cause or resignation. This incentive scheme will be submitted to Shareholder approval, in accordance with Legislative Decree 58, Article 114-bis of February 24, 1998 (Consolidated Finance Act), at the next General Meeting to be held in April 2012.

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Marcolin Group Report on Operations for the Year Ended December 31, 2011

The annual report for the year ended December 31, 2011 – including the consolidated financial statements of the Marcolin Group and the separate financial statements of Marcolin S.p.A. – being a financial report required by Legislative Decree 58/1998 , Article 154-ter (Consolidated Finance Act), was prepared in conformity with the valuation and measurement criteria established by the international accounting standards (IAS/IFRS) adopted by the European Commission with Regulation 1606/2002, Article 6, of the European Parliament and of the Council of July 19, 2002 on the application of international accounting standards, and with the measures enacting Legislative Decree no. 38/2005.

Business performanceShareholders,In 2011 the macroeconomic scenario was characterized by general uncertainty, with the global economy slowing down in the second half of the year. The euro area debt crisis and the high level of uncertainty regarding the consolidation of public finances led to weaker growth expectations in advanced economies.Economic activity in major emerging economies lost some momentum in the second half of the year, although the growth rates there remained high.In this difficult context, it is necessary to be prudent when formulating the prospects for the current year.The eyewear market showed stronger signs of growth than other sectors in 2011, as it was driven by the performance of the high fashion and luxury segment, in which the Marcolin is specialized.

In this context, the Marcolin Group stands out for achieving its best results ever in 2011, maintaining its growth of the previous year.

In 2011 the Marcolin Group’s consolidated sales rose by 9% (10.4% at constant exchange rates), Ebitda by 14% and net profit by 13%. Net financial indebtedness was reduced by € 5.2 million, net of dividend payments.

These results are even more remarkable considering that the current period was affected by an unfavorable exchange rate between the Euro and the U.S. dollar and by payouts on stock options maturing in the past three years, as described later in this report. Excluding the latter non-recurring event, Ebitda grew by 20% and net profit by 19%.

The 2011 performance includes sales of € 224,124 thousand, up by 9.0% from 2010 (€ 205,651 thousand), Ebitda of € 34,234 thousand (€ 29,932 thousand for 2010), up by 14.4%, a net profit of € 20,979 thousand (€ 18,606 thousand for 2010), up by 12.8%, and net financial indebtedness of € 3,467 thousand (€ 8,631 thousand in 2010).

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The main events of 2011 for the Marcolin Group are summarized below:

- overall sales grew considerably from the same period of the prior year, particularly in emerging markets;- increases are reported in the key performance indicators of Ebitda, Ebit and net profit;- the net financial position improved thanks to the constant focus on working capital management and after paying

dividends of € 6.1 million;- an agreement was signed in March 2011 under which Tom Ford extended its licensing agreement with Marcolin Group

to December 2022 for the design, manufacturing and worldwide distribution of Tom Ford brand eyeglass frames and sunglasses. This agreement guaranteeing a long-term license for this brand assures stability and certainty for the Group;

- the newly licensed Swarovski products, presented at the beginning of the year, were launched with excellent results;- the new Diesel sunglass collections were received favorably by the top customers to which they were presented near

the end of the year;- the Montblanc license renewal, signed in October 2011, consolidated Marcolin’s relationship with this important brand

of the Richemont Group and confirms Marcolin’s position as a leading company in the luxury eyewear sector;- the new prestigious Marcolin Showroom was inaugurated in Corso Venezia, Milan, and the Public Relations structure

was expanded;- at the end of September Vito Varvaro, Director and Vice Chairman of Marcolin S.p.A., was appointed as C.E.O. of the

Marcolin Group;- in December 2011, Giovanni Zoppas was appointed as the new C.E.O. and General Manager of the Marcolin Group,

effective February 1, 2012; - payments under the stock option plan were made to the former C.E.O. for a gross cost of 1.7 million euros; this is

considered a long-term non-recurring event; - the Swiss subsidiary, Marcolin Gmbh, sold property for 3.8 million Swiss francs.

Income statement highlightsThe following table summarizes the Group’s key performance indicators.

Year Revenue % change

EBITDA % of revenue

EBIT % of revenue

Net profit/(loss)

% of revenue

Earnings per share

(EPS)

(euro/000,000) (euro)

2007 182.3 15.8% 4.3 2.3% (1.2) (0.7)% (6.9) (3.8)% (0.112)

2008 186.8 2.5% 18.6 9.9% 13.2 7.1% 6.1 3.3% 0.100

2009 180.3 (3.5)% 15.4 8.6% 9.4 5.2% 7.1 3.9% 0.115

2010 205.7 14.0% 29.9 14.6% 24.9 12.1% 18.6 9.0% 0.303

2011 224.1 9.0% 34.2 15.3% 28.9 12.9% 21.0 9.4% 0.341

eBitDa is eBit before amortization, depreciation and annual allowance for doubtful debts

The sales and EBITDA data for 2010 and previous periods reported in the foregoing tables differ from the data published in the past due to the reclassification of some items in 2011.

The comparative data has been reclassified for the purpose of consistency. The Notes to the Financial Statements provide details on the reclassifications.

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Consolidated income statement 2011 % of revenue 2010 % of revenue(euro/000)

Revenue 224,124 100.0% 205,651 100.0%Gross profit 142,388 63.5% 126,617 61.6%EBITDA 34,234 15.3% 29,932 14.6%Operating profit - EBIT 28,888 12.9% 24,949 12.1%Financial income and costs (1,745) (0.8)% (1,796) (0.9)%Profit before taxes 27,143 12.1% 23,153 11.3%Net profit 20,979 9.4% 18,606 9.0%

The net revenue from the Group’s sales in 2011 totaled € 224,124 thousand, a record high for the Group (€ 205,651 thousand for 2010) and an increase of € 18,474 thousand over the previous year. In percentage terms the increase was 9.0% (10.4% at constant exchange rates).

The following table sets forth the sales revenue by geographical area:

Net sales by geographic area 2011 2010 Increase(euro/000) Turnover % on total Turnover % on total Turnover Change

- europe 119,947 53.5% 114,694 55.8% 5,253 4.6%- u.S.a. 46,470 20.7% 44,820 21.8% 1,651 3.7%- asia 21,709 9.7% 14,808 7.2% 6,901 46.6%- rest of World 35,998 16.1% 31,329 15.2% 4,669 14.9%Total 224,124 100.0% 205,651 100.0% 18,474 9.0%

The table above reports very satisfactory performance, delivered consistently throughout the year, in Asia (+46.6%), which represents a strategic market for the Group and in which the sales structure and distribution network are being expanded. The highest increases reported are for Korea and China. Although the sales in this geographic area are growing, they represent merely 9.7% of total sales. One of the Group’s main objectives is to expand its presence in this market, which has high growth potential.

The Rest-of-World segment grew by 14.9%, with the Middle East and some South American countries performing particularly well.Sales in the U.S.A. rose by 3.7%. This result reflects the unfavorable exchange rate against the Euro; in fact, applying a constant exchange rate, sales grew by 8.8%.

In Europe sales grew by 4.6%, with certain markets of Central and Eastern Europe performing particularly well, such as France, Germany, the U.K., Turkey and Russia. Other markets in the Mediterranean area were slack due to the persistent political and economic difficulties present there.

With respect to the brand portfolio, the Group continued to work toward the maintenance, development and acquisition of top-rate brands, both by renewing existing licenses and signing new agreements. Specifically:- an agreement was signed under which Tom Ford extended its licensing agreement with the Marcolin Group to December

2022 for the design, manufacturing and worldwide distribution of Tom Ford brand eyeglass frames and sunglasses;- the Montblanc license was renewed.

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The sales performance benefited from the progress made by fashion and luxury brands, some of which recorded double-digit growth, including the new Swarovski line launched at the beginning of 2011. The new Diesel collections were very successful, although the sales were realized only near the end of the reporting period, when the products were first put on the market.

Sales fell sharply for the John Galliano brand. Although the amounts involved are not very significant for the Group, the sales were definitely below expectations. The decline was triggered by scandals that discredited the designer in the eyes of the public.

The Group’s excellent results, set forth in the foregoing consolidated income statement table, were achieved with increases in all performance indicators from the same period of the previous year.

An analysis of the key performance indicators reveals that:- gross profit is 63.5% of sales revenue, an improvement of nearly 2% from 2010 (61.6%);- Ebitda is € 34,234 thousand (15.3% of sales), compared to the 2010 Ebitda of € 29,932 thousand (14.6% of sales); - Ebit represents 12.9% of sales and is € 28,888 thousand, compared to the 2010 Ebit of € 24,949 thousand (12.1% of

sales);- net profit is € 20,979 thousand (9.4% of sales), compared to the € 18,606 thousand (9% of sales) of 2010. Considering

the higher taxes compared with those as at December 31, 2010, the increase becomes even more significant. The 2011 profit before taxes is € 27,143 thousand (12.1% of sales), compared to € 23,153 thousand for 2010 (11.3% of sales).

To enable a better understanding of the performance, the following table presents Ebitda, Ebit and net profit excluding the cost of the stock option payouts, which totaled 1.7 million euros before taxes and constitute non-recurring expenditure.

Consolidated income statement - restated 2011 % of revenue 2010 % of revenue ∆%(euro/000)

eBitDa 35,934 16.0% 29,932 14.6% 20.1%operating profit - eBit 30,589 13.6% 24,949 12.1% 22.6%net profit 22,212 9.9% 18,606 9.0% 19.4%

These results were achieved due mainly to: - the constant implementation and development of initiatives to improve margins. These initiatives were focused on

product costs, internal productivity and quality, and resulted in enhanced efficiency. In 2010 significant investments had been made for the completion of a new structure in Longarone, which made it possible to transfer stages of production and create modern offices for the logistics center and customer services. These led to important returns in 2011 with respect to overall operational efficiency;

- higher sales of products with the new brands acquired, which are sold with higher margins.

The balance of financial income and costs is a net cost of € 1,745 thousand, substantially consistent with the 2010 net cost of € 1,796 thousand, although the percentage rate improved. The net result of currency exchange was fairly balanced, with a net profit of € 197 thousand, against a profit of € 465 thousand in 2010.

The balance is affected by the recognition of deferred tax assets arising on the accumulated tax losses generated by Marcolin U.S.A. and Marcolin France, which are added to those of previous periods; recognition was possible due to the subsequent improvements in the results of these two subsidiaries.

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Financial position Details of the net financial position as at December 31, 2011 compared with the previous year are shown below:

Net financial position Dec. 31, 2011 Dec. 31, 2010(euro/000)

cash 76 71cash equivalents 30,910 35,400Short-term borrowings (4,412) (7,038)current portion of long-term borrowings (7,589) (9,614)long-term borrowings (22,452) (27,450)

Total (3,467) (8,631)

The Marcolin Group’s net financial position as at December 31, 2011 presents an improvement of € 5,164 thousand from the previous reporting date.

Cash flows generated by operating activities totaled € 17,822 thousand. Investing activities used € 7,848 thousand of this, as shown in detail in the cash flow statement.

This important improvement is another sign of the Group’s excellent performance. The net financial position of December 31, 2011 was impacted by:- payments of € 6 million for license renewals, € 6.1 million for dividends pursuant to shareholders’ resolutions and € 1.9

million for stock options, including deductions;- proceeds of 3.8 million Swiss francs from the sale of non-strategic property by the Swiss subsidiary, Marcolin Gmbh.In July and December 2011, the parent Marcolin S.p.A. used the residual € 6 million credit line with Banca Nazionale del Lavoro S.p.A. (BNP Paribas Group), out of the total € 10 million granted, for the purpose of investing in the Group’s development.

Marcolin S.p.A. repaid loan principal of € 12,747 thousand in the year. The Notes to the Financial Statements provide details of the medium and long term loans.

The Group’s debt-to-equity ratio on December 31, 2011 was 0.04, presenting additional improvement from the 0.11 ratio of December 31, 2010.

A portion of the cash and bank balances of December 31, 2011 was used in the initial months of 2012 to make payments to third parties.

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Consolidated financial highlights

Year Net financial position Equity Gearing

(euro/000,000)

2007 (36.2) 43.9 0.832008 (32.7) 50.1 0.652009 (23.8) 57.4 0.412010 (8.6) 78.6 0.112011 (3.5) 94.4 0.04

the gearing ratio is the net financial position to equity ratio

The net working capital, compared to the previous financial year, is analyzed in the following table:

Net working capital Dec. 31, 2011 Dec. 31, 2010(euro/000)

inventories 46,709 41,073trade and other receivables 63,371 62,306trade payables (43,775) (36,756)other current assets and liabilities (20,756) (19,696)

Total 45,550 46,927

With respect to the different items that make up net working capital:- inventories rose by € 5,636 thousand regarding finished products, due to the procurement of products of the new

collections, which will begin to be sold in the initial months of the current year; the average number of days in inventory also rose;

- trade and other receivables rose by € 1,065 thousand. Trade receivables alone rose only slightly (by € 288 thousand), reflecting the constant emphasis on credit management which also generated an improvement in the average collection period;

- trade payables rose by € 7,019 thousand. Working capital was 20.3% of sales revenue on December 31, 2011, compared to the 22.8% of December 31, 2010, showing steady improvement.

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The Statement of Financial Position highlights are presented below:

Consolidated statement of financial position Dec. 31, 2011 Dec. 31, 2010(euro/000)

Assetsnon-current assets 56,216 41,569current assets 141,770 139,233assets held for sale 0 2,969Total Assets 197,987 183,771

EquityGroup interest in equity 94,435 78,620

Liabilitiesnon-current liabilities 26,316 31,663current liabilities 77,236 73,487Total Liabilities and Equity 197,987 183,771

Non-current assets show an increase of € 14,647 thousand from December 31, 2010 due mainly to investments in intangible assets, which rose by € 10,162 thousand, and deferred tax assets, which rose by € 4,686 thousand.Current assets increased by € 2,537 thousand. This increase consists primarily of the € 5,636 thousand increase in inventories and the € 1,065 thousand increase in trade and other receivables, whereas cash and bank balances fell by € 4,485 thousand.In 2010 the assets held for sale consisted of a building owned by subsidiary Marcolin Switzerland that was sold in March 2011.The changes in equity are shown in detail in the Consolidated Statement of Changes in Equity.Non-current liabilities fell by € 5,348 thousand. This decrease refers largely to the long-term borrowings, particularly those from banks for € 4,998 thousand.Current liabilities rose by € 3,749 thousand, due to the € 7,019 thousand increase in trade payables, the € 4,650 thousand decrease in short-term borrowings and the € 2,296 thousand increase in current provisions.

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SUBSEQUENT EVENTS AND BUSINESS OUTLOOKThe following events took place after the end of the reporting period: - On January 26, 2012, the Board of Directors of Marcolin S.p.A. appointed Giovanni Zoppas as the Group’s new C.E.O.

and General Manager, assigning him broad powers of attorney for the performance of his duties;

- On February 1, 2012, a preliminary licensing agreement for the design, manufacturing and worldwide distribution of Balenciaga brand sunglasses and eyeglass frames was stipulated. The duration of the agreement is five years, renewable for an additional ten years.

This brand fits perfectly into the Group’s brand portfolio and expands the luxury brand unit, confirming Marcolin’s ability to attract brands in this market segment in particular, in line with the Group’s growth strategy;

- On February 22, 2012 the licensing agreement for the design, manufacturing and worldwide distribution of Dsquared2 brand sunglasses and eyeglass frames was renewed early.

This agreement provides for renewal for a period of five years with an option to renew for an additional five years. The renewal was possible due, among other factors, to the recognition of the Marcolin Group’s ability to diversify its brand portfolio, while respecting each brand’s personality and creating top-quality products.

Eyewear created by Marcolin was highly visible in the recent fashion shows of licensors in major European fashion centers, a result of the Group’s close collaboration with its licensors, one of its greatest strengths.At the recent 2012 MIDO trade show in Milan (International Optics, Optometry e Ophthalmology Exhibition, the most important international trade show of the business), prominence was given to the new recently launched Diesel collections and to the limited edition Web (house brand) model, which were widely appreciated by the trade operators.

Concerning the business outlook for 2012, the Group intends to build on and further improve the positive results achieved by planning and implementing all activities necessary to assure additional expansion and growth of sales and profits, even in this very difficult period for the local and global economy.The main growth strategies will focus on achieving a larger and more qualified presence in the Group’s strategic markets (Far East and America), and on expanding the brand portfolio by developing the long-held brands and promoting the recently launched brands and recently acquired licenses.

MAIN RISKS AND UNCERTAINTIES TO WHICH MARCOLIN S.P.A. AND THE MARCOLIN GROUP ARE EXPOSEDEconomic risksThe Marcolin Group’s financial position and results of operations are influenced by macroeconomic factors of the various countries in which the Group operates, including levels of consumer and business confidence and consumer credit interest rates. Economic recession has been present on an international level for the past few years. Markets contracted to record minimums and then began to indicate improvement. Some major economies are still in recession and are experiencing slow growth or stagnation.

In this critical moment it is difficult to predict the size and duration of economic cycles and make forecasts of future demand. The economies of certain countries may continue to have slow growth. Moreover, there are other economic circumstances that could create negative consequences for the markets in which the Group operates and which, together with uncertain factors such as rising energy prices and fluctuating raw material prices, could significantly impact the Group’s business prospects, its performance and/or its financial condition.This economic situation may lead to greater risks regarding the collection of trade receivables. Accordingly, with respect to clients that could have payment difficulties, the Group has taken all possible measures to ensure the recovery of its trade receivables by monitoring closely the accounts considered at risk, credit ratings and payment extensions granted.

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Cash flow riskThe Group’s financial situation depends on numerous conditions. These include, in particular, the achievement of established objectives and the general performance of the economy, financial markets and the sectors in which the Group operates. The Marcolin Group plans to meet its cash requirements for loan repayments and investing activities by way of cash flow from operating activities, cash and bank balances, new bank loans and bank loan refinancing. Even in the currently difficult market, the Group believes it shall continue to generate sufficient financial resources from operating activities. However, significant and sudden reductions of sales volumes could have negative effects on its ability to generate cash flow from its operating activities.

Currency and interest rate risksThe Marcolin Group operates in various markets throughout the world and thus is exposed to market risks connected with fluctuations of foreign exchange rates and interest rates. Exposure to currency risk arises mainly from the geographic locations of its manufacturing and commercial activities. The Group is primarily exposed to fluctuations of the U.S. dollar on supplies received from Asia and on sales conducted on the American market.With respect to interest rate risk, the Marcolin Group uses various types of financing for its operating activities, mainly with variable interest rates. Changes in interest rates could lead to increases or decreases in funding costs. In keeping with its risk management policies, the Marcolin Group uses hedging instruments to manage unfavorable exchange rate and interest rate fluctuations.Even though hedging instruments are used, sudden significant fluctuations in foreign exchange and interest rates could lead to negative effects on the Group’s financial position and performance. An analytical description of the Group’s risks and hedging instruments is provided in the Notes to the Financial Statements.

Licensing risks The markets in which the Group operates are highly competitive in terms of product quality, innovation and business conditions. The Group’s success is partially due to its capacity to introduce products with innovative design, its continuous search for new materials and modern productive processes and its ability to adapt to consumers’ changing tastes, anticipating fashion shifts and reacting quickly to such shifts.The Group has signed long-term licensing agreements that enable it to produce and distribute eyeglass frames and sunglasses under trademarks owned by third parties. It also works constantly toward renewing existing licenses and procuring new licenses to allow the Group to maintain its long-term prospects.If the Marcolin Group were unable to maintain or renew its licensing agreements with its current licensors at market conditions, or if it were unable to stipulate new licensing agreements for other successful labels, its growth prospects and operating results could be negatively impacted.Additionally, all licensing agreements require payment of annual minimum guaranteed royalties (the “guaranteed minimum”) to the licensor, even if the sales should fall below certain thresholds, with possible negative effects on the Group’s financial position and performance.

Supplier risksThe Group uses third-party producers and suppliers to manufacture and/or process some of its products. These producers and suppliers, located mainly in Asia and Italy, are subject to inspections and controls by the Group to verify that they respect appropriate quality and service standards, including those related to delivery.The use of third-party producers and suppliers involves additional risks, such as cancellation or termination of contracts, poor quality in the supplies and services provided and delivery delays. Delays or defects of products supplied by third parties, and/or the cancellation or termination of supplier contracts without having adequate alternative sourcing available could have a negative impact on the Group’s business operations, financial position and performance.

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Human resourcesAt Marcolin, the value of human resources is considered a critical success factor, and training constitutes an investment in the Group’s business.

On December 31, 2011, the Group had 952 employees in the following categories:

Employees - Final numberCategory Dec. 31, 2011 Dec. 31, 2010

Senior managers 24 24Middle managers 86 86White-collar employees 458 456Blue-collar employees 405 386Total 972 952

Collective bargaining agreementThe collective bargaining agreement had been renewed in 2010 in terms of regulations and salaries.

Research and developmentResearch and development activities are carried out by the parent, Marcolin S.p.A., through two divisions. The first division works in partnership with licensors to come up with new collections, hone style, research new materials and develop collections related to sunglasses and vision eyewear; the second division, which works closely with the first, handles product development and manufacturing aspects.Marcolin continued with its research and development activities in 2011.

Related party transactionsRelated party transactions, including intra-Group transactions, cannot be defined as either atypical or unusual, as they are part of the Group companies’ normal business activities. Such transactions take place on an arm’s length basis, taking into account the nature of the goods and services supplied.Detailed information on related party transactions, including the disclosures required by the CONSOB Communication of July 28, 2006, is provided in the Notes to the Consolidated Financial Statements and in the Separate Financial Statements of Marcolin S.p.A.On November 12, 2010, the Board of Directors adopted a “Procedure for Related Party Transactions” in compliance with CONSOB Resolution 17221 of March 12, 2010.

Treasury sharesOn December 31, 2011 Marcolin S.p.A. owned 681,000 treasury shares, for a nominal value of € 354,120. The carrying amount, entered at purchase cost, is € 947 thousand. The treasury shares owned by the Company account for approximately 1.10% of Marcolin S.p.A.’s share capital.No other Group company owns shares of Marcolin S.p.A.

Personal data protectionPursuant to Legislative Decree 196/03, known as the “Personal Data Protection Code,” activities were implemented to evaluate the data protection systems of Group companies subject to such legislation. The activities found substantial compliance with the legislative requirements concerning the protection of the personal data processed by such companies, including the preparation of the Security Planning Document.

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Branch officesMarcolin S.p.A. has:- headquarters in Longarone (BL), zona industriale Villanova n. 4;- a logistics center and warehouse in Longarone (BL), zona industriale Villanova n. 20 H;- a showroom and representative office in Milan, Corso Venezia, n. 36.

Reconciliation between net profit and equity of the parent company and corresponding values in the consolidated financial statements

(euro/000) Equity Net profit

Marcolin S.p.A. 93,242 24,122

Difference between carrying value of investments in associates in the parent's financial statements and the book equity of subsidiaries

9,259 3,503

elimination of intraGroup transactions (8,052) (6,272)effect of accounting for investments in associates with the equity method (544) (527)elimination of goodwill on consolidation/differences on extraordinary transactions (247) 0Deferred taxes 776 153Marcolin Group 94,435 20,979

Milan; March 14, 2012Chairman of the Board of DirectorsGIOVANNI MARCOLIN COFFEN

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Marcolin Group consolidated statement of financial position

(euro/000) note Dec. 31, 2011 of which due from/to related parties

Dec. 31, 2010 of which due from/to related parties

ASSETSNON-CURRENT ASSETSproperty, plant and equipment 5 20,206 20,180 intangible assets 6 13,894 3,732 Goodwill 6 2,498 2,419 investments in associates 7 96 334 Deferred tax assets 8 14,186 9,500 other non-current assets 9 5,335 5,404 Total non-current assets 56,216 41,569

CURRENT ASSETSinventories 10 46,709 41,073 trade and other receivables 11 63,371 1,976 62,306 1,109 other current assets 12 704 383 cash and bank balances 13 30,986 35,471 Total current assets 141,770 1,976 139,233 1,109

Assets held for sale 0 2,969

TOTAL ASSETS 197,987 1,976 183,771 1,109

EQUITY 14Share capital 31,958 31,958 additional paid-in capital 24,517 24,517 legal reserve 2,403 1,833 other reserves 1,769 820 retained earnings/(losses) 12,808 885 profit/(loss) for the year 20,979 18,606 non-controlling interests 0 0

TOTAL EQUITY 94,435 78,620

LIABILITIESNON-CURRENT LIABILITIESMedium/long-term borrowings 15,19 22,452 27,450long-term provisions 16 3,200 3,240Deferred tax liabilities 8 664 974other non-current liabilities 17 0 0Total non-current liabilities 26,316 31,663

CURRENT LIABILITIEStrade payables 18 43,775 132 36,756 852Short-term borrowings 19 12,002 16,652Short-term provisions 20 8,487 6,191current tax liabilities 31 3,263 4,614other current liabilities 21 9,710 9,274Total current liabilities 77,236 132 73,487 852

TOTAL LIABILITIES 103,552 132 105,150 852

TOTAL LIABILITIES AND EQUITY 197,987 132 183,771 852

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Marcolin Group consolidated income statement

(euro/000) note 2011 of which from/with related parties

% 2010 of which from/with related parties

%

REVENUE 23 224,124 1,624 100.0% 205,651 2,227 100.0%

COST OF SALES 24 (81,736) (164) (36.5)% (79,033) (783) (38.4)%

GROSS PROFIT 142,388 63.5% 126,617 61.6%

Distribution and marketing expenses 25 (97,497) (5,108) (43.5)% (88,069) (3,794) (42.8)%General and administration expenses 26 (18,748) (8.4)% (16,580) (8.1)%other operating income and expenses: 28

- other operating income 3,401 407 1.5% 3,762 1.8%- other operating expenses (128) (0.1)% (721) (0.4)%

Total 3,273 1.5% 3,041 1.5%

EFFECTS OF ACCOUNTING FOR ASSOCIATES 29 (527) (0.2)% (59) (0.0)%

EBITDA 34,234 15.3% 29,932 14.6%

OPERATING PROFIT - EBIT 28,888 12.9% 24,949 12.1%

FINANCIAL INCOME AND COSTS 30

Financial income 2,955 1.3% 2,672 1.3%Finance costs (4,700) (2.1)% (4,468) (2.2)%

TOTAL (1,745) (0.8)% (1,796) (0.9)%

PROFIT BEFORE TAXES 27,143 12.1% 23,153 11.3%

income tax expense 31 (6,165) (2.8)% (4,547) (2.2)%

PROFIT ATTRIBUTABLE TO NON-CONTROLLING INTERESTS 0 0.0% 0 0.0%

NET PROFIT FOR THE YEAR 20,979 9.4% 18,606 9.0%

EARNINGS PER SHARE 32 0.341 0.303

DILUTED EARNINGS PER SHARE 32 0.341 0.300

Consolidated statement of comprehensive income

PROFIT 20,979 18,606

exchange differences on translating foreign operations

1,083 2,343

net gain/ (loss) on cash flow hedge reserve 128 183

TOTAL COMPREHENSIVE INCOME 22,190 21,132

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Consolidated statement of changes in equity

(euro/000)

Share capital

Additional paid-in capital

Legal Reserve

Other reserves

Retained earnings/(losses)

Profit/(loss) for the year

Non-controlling interests in

equity

Total

Jan. 1, 2010 31,958 24,517 1,776 (1,770) (6,117) 7,080 0 57,445

profit/(loss) on stock option plan

0 0 0 44 0 0 0 44

allocation of 2009 profit

0 0 57 21 7,002 (7,080) 0 0

total comprehensive income

0 0 0 2,526 0 18,606 0 21,132

Dec. 31, 2010 31,958 24,517 1,833 820 885 18,606 0 78,620

Jan. 1, 2011 31,958 24,517 1,833 820 885 18,606 0 78,620

profit/(loss) on stock option plan

0 0 0 (230) 0 0 0 (230)

Dividends distributed 0 0 0 0 (6,146) 0 0 (6,146)

allocation of 2010 profit

0 0 570 0 18,036 (18,606) 0 0

total comprehensive income

0 0 0 1,178 33 20,979 0 22,190

Dec. 31, 2011 31,958 24,517 2,403 1,769 12,808 20,979 0 94,435

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Consolidated cash flow statement

(euro/000) 2011 2010

OPERATING ACTIVITIESProfit/(loss) for the year 20,979 18,606 Depreciation and amortization 3,984 3,610 increase/(decrease) in provisions 7,282 5,280 Writedown resulting from impairment 158 0income tax expense 6,165 4,547 accrued interest expense 1,720 1,857 adjustments to other non-cash items 933 13 Cash generated by operations 41,221 33,913

(increase)/decrease in trade receivables (2,749) (986)(increase)/decrease in other assets (32) 478 (increase)/decrease in inventories (6,860) (3,171)(Decrease)/increase in trade payables 3,019 4,001 (Decrease)/increase in other liabilities 436 2,206 (use) of provisions (3,777) (2,647)(Decrease)/increase in current tax liabilities (1,028) (367)adjustments to other non-cash items (94) (3,785)income taxes paid (11,253) (1,303)interest paid (1,060) (1,488)Cash used for current operations (23,398) (7,061)

Net cash from /(used in) operating activities 17,822 26,851

INVESTING ACTIVITIES(purchases) of property, plant and equipment (4,028) (8,264)proceeds on disposal of property, plant and equipment 3,105 15 (purchases) of intangible assets (6,925) (1,153)Net cash from /(used in) investing activities (7,848) (9,403)

FINANCING ACTIVITIESloans- granted 0 (5,000)net increase/(decrease) in bank borrowings (57) (91)loans - raised 6,000 12,000 - repayments (15,546) (16,286)changes in reserves 1,047 2,377 Dividends paid (6,146) 0Net cash from /(used in) financing activities (14,701) (7,000)Net increase/(decrease) in cash and cash equivalents (4,727) 10,448 effect of foreign exchange rate changes 243 672 Cash and cash equivalents at beginning of year 35,471 24,351 Cash and cash equivalents at end of year 30,986 35,471

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Notes to the Consolidated Financial Statements of the Marcolin Group for the Year Ended December 31, 2011

INTRODUCTIONThe explanatory notes set out below form an integral part of the annual Consolidated Financial Statements of the Marcolin Group.

1. GENERAL INFORMATIONMarcolin S.p.A. (the “Parent Company”) is incorporated under Italian law, listed in the Belluno Companies Register with no. 01774690273 and has shares traded in Italy on the electronic stock exchange (Mercato Telematico Azionario) organized and managed by Borsa Italiana S.p.A.Marcolin S.p.A. is the parent company of the Marcolin Group, which operates in Italy and abroad in the manufacturing and distribution of eyeglass frames and sunglasses.

The addresses of the corporate headquarters and business offices are listed on the introductory page of this Annual Report.

2. ACCOUNTING STANDARDSBasis of preparationThe 2011 consolidated financial statements were prepared according to the International Accounting Standards/International Financial Reporting Standards (IAS/IFRS) issued by the International Accounting Standards Board (IASB) and approved by the European Union, pursuant to Regulation 1606 issued by the European Parliament and the European Council in July 2002 which provided for the compulsory application of IAS/IFRS to the consolidated accounts of companies listed on EU regulated markets starting from 2005. The IFRS include all revised international accounting standards (IAS) and all interpretations of the International Financial Reporting Interpretations Committee (IFRIC), the former Standing Interpretations Committee (SIC).These financial statements were prepared on the basis of the going-concern assumption, using the accrual basis of accounting. The consolidated accounts were prepared on the historical cost basis, revised as required for the measurement of financial instruments, with the exception of some revaluations performed in previous financial years.The currency used in the primary economic environment in which the Group operates (“functional currency”) is the Euro. Due to the fact that the figures are shown in thousands of Euro, differences may emerge due to rounding off.

Financial statement formatIn preparing the documents of the consolidated financial statements, the Marcolin Group applied the following policies:

- Statement of Financial Position Assets and liabilities are distinguished between current and non-current as envisaged by IAS 1. An asset must be classified as current when it satisfies any of the following criteria: (a) it is expected to be realized in, or is intended for sale or consumption in, the entity’s normal operating cycle; (b) it is held primarily for the purpose of being traded; (c) it is expected to be realized within twelve months after the end of the reporting period; or (d) it is cash or a cash equivalent. All other assets are classified as non-current. A liability must be classified as current when it satisfies any of the following criteria: (a) it is expected to be settled in the entity’s normal operating cycle; (b) it is held primarily for the purpose of being traded; (c) it is due to be settled within twelve months after the end of the reporting period; or (d) the entity does not have an unconditional right to defer settlement of the liability for at least twelve months after the

end of the reporting period. All other liabilities are classified as non-current.

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In accordance with IFRS 5, any assets (and related liabilities) for which the book value will be recovered mainly through sale rather than continuing use have been classified as “Assets held for sale” and “Liabilities relating to assets held for sale”.

- Income statement Costs are classified by function, stating separately the cost of sales, distribution expenses and administration expenses.

Considering the business sector, this method is deemed to provide readers with more meaningful and relevant information than the alternative classification of costs by nature. Moreover, it was decided to present two separate statements: the Income Statement and the Statement of Comprehensive Income.

- Statement of changes in equity This statement was prepared presenting items in individual columns with reconciliation of the opening and closing

balances of each item forming equity.

- Cash flow statement The cash flows from operating activities are presented using the indirect method, since this is considered to be the

approach most appropriate for the business sector. Based on this approach, the net profit for the year was adjusted for the effects of non-cash items on operating, investing and financing activities.

Basis of consolidationThe scope of consolidation includes direct and indirect subsidiaries. Below is a list of investments consolidated on a line-by-line basis and, for the sake of comprehensive disclosure, a list of the investments accounted for using the equity method. Under the equity method, the investment is initially recognized at cost and the carrying amount is increased or decreased to recognize the investor’s share of the profit or loss of the investee after the date of acquisition.

List of consolidated companies

Company Headquarters Currency Share capital

Consolidation method

% ownershipDirect Indirect

Marcolin asia ltd. Hong Kong uSD 198,863 line-by-line - 100.00%Marcolin Benelux Sprl Faimes eur 280,000 line-by-line 99.98% -Marcolin do Brasil ltda Jundiai Brl 9,575,240 line-by-line 99.90% 0.10%Marcolin (Germany) GmbH ludwigsburg eur 300,000 line-by-line 100.00% -Marcolin GmbH Fullinsdorf (cH) cHF 200,000 line-by-line 100.00% -Marcolin iberica Sa Barcellona eur 487,481 line-by-line 100.00% -Marcolin international BV amsterdam eur 18,151 line-by-line 100.00% -Marcolin portugal lda S. Joao do estoril eur 420,000 line-by-line 99.82% -Marcolin (uK) ltd newbury GBp 850,000 line-by-line 99.88% -Marcolin usa inc. new York uSD 536,500 line-by-line 85.40% 14.60%Marcolin France Sas paris eur 1,054,452 line-by-line 76.89% 23.11%Marcolin Japan co ltd in liquidation tokyo JpY 99,000,000 equity 40.00% -Finitec Srl in liquidation longarone eur 54,080 equity 40.00% -

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The scope of consolidation had the following changes with respect to December 31, 2010:- Finitec S.r.l, which supplied galvanic and dye treatments for eyewear, went into liquidation in May 2011;- Marcolin Japan Co. Ltd, which marketed eyeglass and sunglass frames on the Japanese market, went into liquidation in

September 2011.

The consolidation method adopted is as follows: the equity method is used to consolidate the companies in which the Group has more than 20% ownership (associates) or over which the Group has significant influence even in another way. Companies are consolidated on a line-by-line basis when the Group exercises control over them (“subsidiaries”) by virtue of direct or indirect ownership of the majority of shares with voting rights or by exercise of dominant influence expressed by the power to govern, directly or indirectly, the company’s financial and operating policies, obtaining the related benefits thereof regardless of the equity ownership. Any potential voting rights exercisable at the reporting date are considered for the purpose of determining control. Subsidiaries are consolidated from the date on which control is acquired and are deconsolidated on the date from which such control ceases to exist.Business combinations through which control of a company is acquired are accounted for applying the acquisition method, under which the assets and liabilities acquired are initially measured at their fair value on the acquisition date. If positive, the difference between the acquisition cost and the fair value of the assets and liabilities is allocated to goodwill; if negative it is recognized in the income statement. Acquisition cost is determined on the basis of the fair value, on the acquisition date, of assets obtained, liabilities assumed, equity instruments issued and all other related costs.On consolidation balances and transactions between consolidated subsidiaries are eliminated in full, specifically the receivables and payables outstanding at the end of the period, expenses and income, and financial costs and income. Significant profits and losses made between fully consolidated subsidiaries are also eliminated in full. Any non-controlling interests in equity or net profit are shown separately in the consolidated statement of equity, under non-controlling interests.Dividends distributed by fully consolidated companies are eliminated from the income statement, which incorporates the relevant companies’ results.

Translation of foreign-currency financial statementsFinancial statements presented in a different functional currency are translated into euros under IAS/IFRS as follows:- assets and liabilities are translated at the current exchange rates in force on the reporting date;- revenues, costs, income and expenses are translated at the average exchange rate for the reporting period, considered to

be a reasonable approximation of the actual exchange rates at the dates of the transactions;- currency exchange differences arising from translation of opening equity and the annual changes therein are recognized

in the “reserve for translation differences” under “other reserves”.

The following table lists the exchange rates used for translation:

Currency Closing exchange rate Average exchange rateDec. 31, 2011 Dec. 31, 2010 Change 2011 2010 Change

english pound GBp 0.835 0.861 (3.0)% 0.868 0.858 1.2%Swiss franc cHF 1.216 1.250 (2.8)% 1.233 1.380 (10.7)%u.S. dollar uSD 1.294 1.336 (3.2)% 1.392 1.326 5.0%Brazilian real Brl 2.416 2.218 8.9% 2.327 2.331 (0.2)%Hong Kong dollar HKD 10.051 10.386 (3.2)% 10.836 10.299 5.2%Japanese yen JpY 100.200 108.650 (7.8)% 110.959 116.239 (4.5)%

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Property, plant, and equipment (“PP&E” or “tangible assets”)Property, plant, and equipment are recorded at their acquisition or production cost, inclusive of ancillary costs incurred to bring the assets to working condition for their intended use, excluding land and buildings owned by the Parent Company for which the deemed cost model was used on the transition date based on the market value determined through an appraisal performed by a qualified independent appraiser.PP&E are stated net of depreciation and any impairment losses, with the exception of land, which is not depreciated. Costs incurred for routine and/or cyclical maintenance and repairs are recognized directly in the income statement of the period incurred. Costs concerning the extension, renovation or upgrading of owned or leased assets are capitalized to the extent that they can be separately classified as an asset or part of an asset. The carrying value is adjusted by depreciation using the straight-line method calculated on the basis of estimated useful life.If the depreciable asset consists of distinctly identifiable components with useful lives that differ significantly from the other components of the asset, each component of the assets is depreciated separately, according to the component approach. Profits and losses deriving from the sale of assets or groups of assets are determined by comparing the sale price with the relevant net book value.

Capital grants relating to PP&E are recorded as deferred revenues and credited to the income statement over the depreciation period of the assets concerned.Finance costs relating to purchases of a fixed asset are charged to the income statement, unless they are directly attributable to the acquisition, construction or production of an asset which justifies capitalizing them.Assets held under finance leases are recognized as PP&E against the related liability. The lease payment is broken down into finance cost, recognized in the income statement, and repayment of principal, recognized as reduction of the relevant financial liability.Leases in which the lessor does not transfer substantially all the risks and rewards incidental to legal ownership are classified as operating leases. Lease payments under operating leases are recognized in the income statement on a straight-line basis over the lease term.

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, using the depreciation rates listed below:

Category Rate

Buildings 3%non-operating machinery 10%Depreciable equipment 40%operating machinery 15.5%office furniture and furnishings 12%exhibition stands 27%electronic machines 20%Vehicles 25%trucks 20%

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Intangible assetsIntangible assets consist of controllable, non-monetary assets without physical substance that are clearly identifiable and able to generate future economic benefits. These assets are recognized at purchase and/or production cost, inclusive of directly attributable expenses to bring the asset to working condition for its intended use, net of accumulated amortization (except for those assets with an indefinite useful life) and any impairment losses. Amortization commences when the asset is available for use and is systematically distributed over the asset’s useful life.If there any indication that the assets have suffered impairment losses, the recoverable amount of the asset is estimated and any impairment loss is charged to the income statement. If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the net carrying value that the asset would have had if there had been no impairment loss and if the asset had been amortized, recognizing the reversal of the impairment loss as income immediately.

GoodwillGoodwill is the excess of the cost of acquisition over the Group’s interest in the fair value of the subsidiary at the date of acquisition, or of the business unit acquired. Goodwill arising on the acquisition of subsidiaries is stated as “goodwill” and is not amortized, but it is subjected to annual impairment testing, unless there are specific indications making interim testing necessary, to determine whether the goodwill has suffered an impairment loss. The profit or loss on disposal of an entity is determined by including the attributable amount of goodwill.

Trademarks and licensesTrademarks and licenses are recognized at cost. They have a finite useful life and are recognized at cost net of accumulated amortization. Amortization is calculated on a straight-line basis so as to allocate the cost of trademarks and licenses over their remaining useful lives.If, aside from amortization, impairment should emerge, the asset is written down accordingly; if the reasons for write-down cease to exist in future financial years, the carrying amount of the asset is increased to the net carrying value that the asset would have had if there had been no impairment loss and if the asset had been amortized.Trademarks are amortized on a straight-line basis over their estimated useful lives, ranging from 15 to 20 years.

SoftwareSoftware licenses acquired are capitalized on the basis of the costs incurred for their purchase and the costs necessary to make them serviceable. Amortization is calculated on a straight-line basis over their estimated useful lives (3 to 5 years). Costs associated with software development and maintenance are recognized as costs in the period incurred. The direct costs include the costs for the personnel to develop the software.

Research and development costsResearch and development costs for new products and/or processes are recognized an expense in the period incurred unless they meet the conditions for capitalization under IAS 38.

Impairment of tangible and intangible assetsIf specific indications of a loss in value should emerge, tangible and intangible assets are tested for impairment.For the purpose of impairment testing, assets are allocated to the smallest identifiable cash generating units (CGUs) and compared with operating cash flows discounted to the present value generated by such units. The recoverable value of the asset is estimated and compared with its net carrying value. If an asset’s recoverable value is less than its carrying value, the carrying value is reduced to its recoverable value. This reduction is an impairment loss that is recognized as an expense immediately.For assets that are not subject to depreciation and amortization and for intangible assets not yet available for use, impairment testing is performed at least annually, irrespective of the presence of specific indicators.The conditions and approach applied by the Group for restoring the value of an asset previously written down, excluding that of goodwill, which cannot be reversed, are those envisaged by IAS 36 (“Impairment of Assets”).

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Financial derivativesDerivative financial instruments are used only for hedging purposes, in order to reduce Group’s exposure to currency and interest rate risks. All financial derivatives are measured at fair value, in compliance with IAS 39. Under IAS 39, financial derivatives qualify for hedge accounting only if, at the inception of the hedge, there is formal designation and documentation of the hedging relationship, the hedge is expected to be highly effective, the effectiveness of the hedge can be reliably measured and the hedge is highly effective throughout the financial reporting periods for which the hedge was designated.If the hedge is effective, the following accounting policies apply:Fair value hedge – If a financial derivative is designated as a hedge of the exposure to changes in fair value of a recognized asset or liability due to a particular risk, and could affect profit or loss, the gain or loss from remeasuring the hedging instrument at fair value is recognized in the income statement. The hedged item is adjusted to the fair value for the portion of risk hedged, and the adjustment is recognized in profit or loss. Cash flow hedge – If a financial derivative is designated as a hedge of the exposure to variability in future cash flows of a recognized asset or liability, the effective portion of changes in fair value of the financial derivative is recognized directly in equity. The cumulative gain or loss is reclassified from equity into profit or loss in the period in which the hedged transaction is recognized. The profit or loss associated with a hedge (or part of a hedge) that has become ineffective is entered in the income statement immediately. If a hedged instrument or a hedging relationship is terminated, but the hedged transaction has not occurred yet, the cumulative gain or loss that has remained recognized in equity from the period when the hedge was effective is reclassified into profit or loss when the forecast transaction occurs. If the forecast transaction is no longer expected to occur, the related cumulative gain or loss that has remained recognized in equity is immediately recognized in the income statement.If hedge accounting cannot be applied, the gains or losses arising on changes in the fair value of the financial derivative are recognized immediately in the income statement.

InventoriesInventories are stated at the lower of average purchase or production cost and the corresponding estimated realizable value based on market prices. Estimated realizable value represents the estimated selling price in normal market conditions less all direct selling costs.Purchase cost was adopted for products purchased for resale and for materials directly or indirectly used, purchased and used in the production process, whereas production cost was adopted for finished and semi-finished products.Purchase cost is determined on the basis of the cost actually incurred, inclusive of directly attributable ancillary costs, including transport and customs expenses less trade discounts.Production cost includes the cost of materials used, as defined above, and all directly and indirectly attributable manufacturing costs.Obsolete and slow-moving inventories are written down to reflect their useful life or realizable value.

Financial assets – Receivables and borrowingsTrade receivables, current financial receivables and other current receivables with a fixed payment term, excluding those assets arising on financial derivatives and all financial assets for which prices on an active market are unavailable and whose fair value cannot be determined reliably, are stated at amortized cost calculated using the effective-interest method. Financial assets with no fixed payment term are valued at cost. Receivables maturing after more than a year, not accruing interest or accruing interest below market rates, are discounted using market rates and are stated as non-current assets. Reviews are carried out regularly to determine the presence of any objective evidence that the financial assets taken individually or within a group of assets may have suffered an impairment loss. If such evidence exists, the impairment loss is shown as a cost in the income statement for the period. Trade receivables are adjusted to their realizable value by means of a provision for irrecoverable amounts when there are objective indications that the Group will not be able to collect the receivable at its original value.

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Cash and bank balancesCash and bank balances include cash, demand deposits at banks, and other highly liquid short-term investments, i.e. with an original duration of up to three months, and are stated at the amounts actually on hand at the year end.

Assets held for sale and related liabilitiesThese items include non-current assets (or disposal groups of assets and liabilities) whose carrying value will be recovered mainly through sale rather than through continuing use. Assets held for sale (or disposal groups) are recognized at the lower of their net carrying value and fair value less costs to sell.If these assets (or disposal groups) should cease to be classified as assets held for sale, the amounts are neither reclassified nor resubmitted for comparative purposes with the classification in the most recently presented Statement of Financial Position.

EquityShare capitalShare capital consists of the Parent Company’s subscribed paid-up capital. Direct issue costs of new share issues are classified as a direct reduction of equity after deferred taxes.

Treasury sharesTreasury shares are stated as a deduction of the Group’s equity. The original cost of treasury shares and revenues arising on subsequent sale are recognized as changes in equity. The treasury share reserve of previous financial years is classified within the retained earnings/ (losses) reserve.

Share-based payments (stock option plan)In 2008 the Group approved a stock option plan for the Parent Company’s C.E.O. This plan represents a component of the beneficiary’s remuneration package. The cost is represented by the fair value of the stock options at the grant date, and it is recognized as an expense between the grant date and the expiration date with the corresponding increase recognized directly in equity. Changes in the fair value of the options after the grant date do not affect the initial value.In 2011 the plan expired and the related payments were made to the beneficiary. The stock option plan had been identified as an equity-settled share-based payment transaction because the terms provide the beneficiary with the possibility of requesting the Company to settle the transaction with equity instruments or with cash, and the Company had the possibility of accepting or not accepting the beneficiary’s request. In 2011, upon expiration of the stock option plan, the beneficiary requested a cash payment and the Company approved such request. The difference between the amount paid and the amount allotted over the vesting period under IFRS 2, “Share-based Payment”, was recognized in the income statement of the period. In 2012 the Group stipulated a cash-settled incentive plan that will be recognized in the 2012 financial statements. On December 31, 2011 no stock option plans were in place.

Employee benefitsEmployee benefits paid upon or subsequent to termination of employment under defined-benefit plans (“T.F.R.”, the Italian employee severance indemnity system) are recognized when the right to such benefits accrues. Liabilities relating to defined-benefit plans are calculated using actuarial valuations and are accounted for on an accruals basis consistently with the employee service required to obtain the benefits concerned. The actuarial valuations were performed by independent experts.Actuarial gains and losses are recognized in the income statement regardless of their value, without using the corridor approach.The employee severance indemnity provision, a peculiarity of Italian entities, is consistent with the definition of defined-benefit plans. On January 1, 2007, applicable only to companies with at least 50 employees, the 2007 Financial Law (Law 296 of December 27, 2006 and related enactment decrees) brought significant changes to employee severance indemnity

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regulations, including the possibility of the employee to choose how to allocate accruing indemnity. Accruing severance pay may be assigned by the employee to selected pension funds or kept within the company (in which case the latter will pay the severance pay contributions into a treasury account held at the INPS).Pursuant to these changes, the amounts accrued exclusively before January 1, 2007 (and not yet paid as at the reporting date) refer to a defined benefit plan, whereas amounts accruing afterward refer to a defined contribution plan.Regulatory changes led to variations in the actuarial assumptions used for measuring liabilities regarding provisions accrued until December 31, 2006.The curtailment effect was recorded in 2007, the year in which the accounting effects of the new legislation were recognized for the first time.

Provisions for risks and chargesProvisions for risks and charges consist of allowances for present obligations (either legal or constructive) toward third parties that arise from past events, the settlement of which will probably require an outflow of financial resources, and the amount of which can be estimated reliably.Provisions are stated at the discounted best estimate of the amount the company should pay to settle the obligation or to transfer it to third parties as at the reporting date.Changes in estimates are reflected in the income statement of the period in which the change occurs.Risks for which the emergence of a liability is only possible are identified in the section relating to commitments and guarantees without making any allowances for them.

Trade and other non-financial payablesPayables with settlement dates that are consistent with normal terms of trade are not discounted to present value and are recorded at their face value.

Financial liabilitiesBorrowings are initially recognized at cost, corresponding to the liability’s fair value less transaction costs. They are subsequently measured at amortized cost; any difference between the amount financed (net of transaction costs) and the nominal value is recognized in the income statement over the life of the loan, using the effective interest method. If there is a change in the anticipated cash flows and the management is able to estimate them reliably, the value of borrowings is recalculated to reflect such changes.Loans are classified among current liabilities if they mature in less than 12 months after end of the reporting period and if the Group does not have an unconditional right to defer their payment for at least 12 months.Loans are derecognized when they are extinguished or when all risks and costs associated with them have been transferred to third parties.

Revenues and incomeRevenues are measured at their fair value net of returns, sales, discounts, allowances, and bonuses.The Group recognizes sales revenues when all risks and rewards of ownership of the goods are effectively transferred to customers according to the terms of the sales agreement. These revenues are recognized net of an allowance representing the best estimate of lost margin due to any product returns from customers. The allowance is calculated based on past experience.Revenues from services are recognized by reference to the state of completion of the transaction at the end of the reporting period.Interest income is accrued on a time basis by reference to the effective interest rate applicable to the related asset.Dividends are recognized when the shareholder’s rights to receive payment are established. This normally occurs when the dividend distribution resolution is approved at the Shareholders’ Meeting.

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Cost of salesThe cost of sales includes the cost of producing or acquiring the goods and products sold. It includes all the costs of materials, processing, and expenses directly associated with production. It also includes the depreciation and amortization of tangible and intangible assets used in production and writedowns of inventories.

Financial income and costsInterest is accounted for according to the accrual concept on the basis of the interest rate established by contract.

Translation of foreign currency amountsTransactions in currency other than the Euro are translated to the local currency using the exchange rates in force on the transaction date. Foreign exchange differences arising in the period are recognized in the income statement.Foreign currency receivables and payables are adjusted to the exchange rate in force on reporting date, recognizing the profit or loss arising on exchange as financial income or costs in the income statement.

Income tax expenseIncome taxes include all taxes calculated on Group companies’ taxable income, in compliance with the legislation in force in the individual countries concerned. Income taxes are stated in the income statement, except for those regarding items recognized directly in equity, for which the tax effect is also recognized directly in equity.Deferred taxes are calculated based on the temporary differences generated between the value of the assets and liabilities in the financial statements and the value attributed to those assets/liabilities for tax purposes.Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply, according to the taxation regulations in the countries where the Group operates, in the period when the liability is settled or the asset realized.Deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences may be utilized. The carrying value of deferred tax assets is reviewed at the end of each reporting period and, if necessary, is reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered. Any such reductions are reversed if the conditions causing them should cease to exist.Other taxes not relating to income, such as property and equity taxes, are included in the operating items.

Earnings per shareEarnings per share are calculated by dividing the Group’s net profit by the weighted average number of ordinary shares outstanding during the reporting period, excluding treasury shares.

Recognition of revenuesRevenues are stated net of returns, discounts, vouchers, bonuses and taxes directly connected with the sales of goods and supply of services.Sales revenues are recognized when the company has transferred the significant risks and rewards of ownership of the goods and the amount of revenue can be measured reliably. Financial income is recognized on a time basis.

NEW IFRS AND IFRIC INTERPRETATIONSIn 2011 no new accounting standards affecting the Company’s financial statements entered into force. The Company did not opt for early adoption of any accounting standards that have been issued but are not effective yet. Below is a list of new accounting standards and other accounting standards which could have been adopted early, none of which affected or were applicable to these financial statements.

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Accounting standards, amendments and interpretations that became effective on January 1, 2011 but were not significant for the Group

DOCUMENT Issuance date

Effective date

amendment to iaS 32 - classification of rights issues oct-09 Feb-10amendment to iFric 14 - prepayments of a Minimum Funding requirement nov-09 Jan-11iFric 19 - extinguishing Financial liabilities with equity instruments nov-09 Jul-10

amendments to iFrS 1 and iFrS 7 - limited exemption from comparative Disclosure requirements of iFrS 7 for First-time adopters

Jan-10 Jul-10

iaS 24 (revised in 2009) - related party Disclosures nov-09 Jan-11

improvements to iFrSs (2010)May-10 Jul-10

Jan-11

Accounting standards and amendments not applicable yet and not adopted early by the Group

DOCUMENT IASB issuance date

Effective date

Standards and InterpretationsiFrS 10 - consolidated Financial Statements May-11 Jan-13iFrS 11 - Joint arrangements May-11 Jan-13iFrS 12 - Disclosures of interests in other entities May-11 Jan-13iFrS 13 - Fair Value Measurement May-11 Jan-13iaS 27 - Separate Financial Statements May-11 Jan-13iaS 28 - investments in associates and Joint Ventures May-11 Jan-13iFric 20 - Stripping costs in the production phase of a Surface Mine oct-11 Jan-13Amendments Deferred tax: recovery of underlying assets (amendments to iaS 12) Dec-10 Jan-12

Severe Hyperinflation and removal of Fixed Dates for First-time adopters (amendments to iFrS 1)

Dec-10 Jan-11

presentation of items of other comprehensive income (amendments to iaS 1) Jun-11 Jul-12amendments to iaS 19 - employee Benefits Jun-11 Jan-13

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3. FINANCIAL RISK FACTORSMarket risksFinancial risk management is an integral part of the Marcolin Group’s activities and is performed centrally by the parent company based on strategies to cover specific areas, i.e. hedging of foreign exchange risks and of risks deriving from fluctuations of interest rates.The Group also uses some derivative instruments to minimize the impact of such risks on its results. In keeping with its strategy, the Group undertakes derivative transactions solely for hedging purposes. If, however, such transactions do not meet all the conditions necessary to qualify for hedge accounting laid down in IAS 39, they are not accounted for as hedging transactions.

Currency riskThe Group operates on an international level and so is exposed to foreign exchange risk (particularly as regards the US dollar). Currency risk is managed centrally by the parent company, which uses internal facilities to check and monitor fluctuations in the balances of its various foreign currency items in order to evaluate whether to apply hedges through dealings on the derivatives market.This method makes it possible to maintain a substantial balance of the main currency positions. According to the sensitivity analysis performed, a change in exchange rates should not significantly impact the Group’s consolidated financial statements.The Company has a specific policy in place for managing currency risk.

Details of the hedging contracts in place on the reporting date are as follows.

Currency hedges (euro/000)

Type Financial institution Notional USD Currency Maturity date Mark to Market EUR

currency forward purchase Veneto Banca 1,200 uSD March 30, 2012 58currency forward purchase Veneto Banca 5,000 uSD Dec. 31, 2012 356

The Group decided to partially hedge its U.S. dollar requirements. In fact, the Group is exposed mainly to the U.S. dollar on purchases of finished and semi-finished products from suppliers in the Far East, net of the cash flows from sales conducted on the U.S. market. The derivative instruments in place on December 31, 2011 have a positive fair value of € 414 thousand, recognized as “other receivables” in the financial statements. For the currency derivatives , the potential decrease in the fair value of the currency forwards held by the Group as at December 31, 2011, due to a hypothetical sudden adverse change of 10% in the Euro-to-US Dollar exchange rate (depreciation of the US Dollar), would be € 441 thousand (€ 117 thousand in 2010). Conversely, the potential increase in fair value arising on appreciation of the US Dollar would be € 522 thousand (€ 790 thousand in 2010).

Interest rate riskInterest rate risk breaks down into fair value risk and cash flow risk.The Group is exposed prevalently to cash flow risk originating from loans at variable interest rates. The section describing liquidity risk provides the quantitative analysis of the Group’s exposure to cash flow risk relating to interest rates on loans. Notes 15 and 19 provide information on outstanding loans.

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The Group manages interest rate risk by using derivatives, usually interest rate swaps, which allow for reducing the variability in interest rates.

Details of the derivative contracts as at the reporting date are as follows.

Interest rate hedge (euro/000)

Type Financial institution Notional Currency Maturity date Mark to Market

interest rate Swap efibanca 1,500 eur June 27, 2012 (23)

The interest rate derivatives as at December 31, 2011 had a negative fair value of € 23 thousand, recognized in the financial statements as amounts due to banks within twelve months, included with short-term bank borrowings.

Interest rate sensitivity analysis Interest rate sensitivity analysis was performed, assuming 50 basis point parallel and symmetric shifts of the Euribor - Eurirs yield curves, published by provider Reuters related to December 31, 2011. In this manner, the Group determined the impact that such changes would have on the income statement and on equity. The sensitivity analysis did not include financial instruments that are not exposed to significant interest rate risk, such as short-term trade receivables and trade payables. The interest on bank borrowings was recalculated using the above assumptions and the investment position in the year, recalculating the higher/lower annual financial costs.

For interest rate derivatives, the interest pertaining to the year was recalculated based on the foregoing assumptions. At year end, derivative contracts were measured at their fair value using interest rate curves modified on the basis of the foregoing assumptions. For the cash flow hedge, the gain or loss from remeasuring at fair value is recognized in a specific equity reserve, assuming that the hedging relationship is highly effective.

For cash and bank balances, the average balance for the period was calculated using the values in the financial statements at the beginning and end of the year. The effect on the income statement of a 50 basis point increase/decrease in the interest rate from the first day of the period was calculated on the amount thus determined.

According to the sensitivity analysis performed on the basis of the above criteria, the Group is exposed to interest rate risk on its expected cash flows. If interest rates should rise by 50 basis points, a loss of € 172 thousand would result (€ 191 thousand in 2010) caused primarily by an increase in finance costs associated with bank borrowings, which would only partly be offset by an improved interest margin on derivatives and higher interest income on cash and bank balances. Equity would remain substantially the same (whereas in 2010 it would have improved by € 22 thousand), due to the remeasurement of the cash flow hedge, which is however close to its maturity date and thus rather insensitive to changes in the market interest rate curve.

If interest rates should fall by 50 basis points, a gain of € 172 thousand would result (€ 191 thousand in 2010) caused primarily by a decrease in finance costs associated with bank borrowings, which would only partly be offset by a worse interest margin on derivatives, losses on derivatives held for trading and lower interest income on cash and bank balances. Even in this case, equity would remain substantially the same (whereas in 2010 it would have decreased by € 21 thousand) since the cash flow hedge is close to its maturity date.

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Credit riskThe Group has no significant concentration of credit risk. Receivables are recognized net of writedowns for risk of counterparty default, calculated based on available information regarding the customer’s solvency and statistical records.Guidelines have been implemented for managing customer credit to ensure that sales are conducted only with reasonably reliable and solvent parties, and differentiated credit exposure ceilings are set.Receivables are set forth below by the main areas in which the Group operates in order to evaluate country risk.

Trade and other receivables by geographical area Dec. 31, 2011 Dec. 31, 2010(euro/000)

italy 18,045 19,580rest of europe 16,137 17,301north america 10,495 9,966rest of World 18,694 15,459Total 63,371 62,306

Liquidity riskPrudent management of liquidity risk entails keeping a sufficient level of liquidity and having sources of funding available to meet working capital requirements by means of adequate credit lines. Due to the dynamic nature of its business, the Group prefers the flexibility of obtaining funding through the use of credit lines. At present, based on its sources of funding and available credit lines, the Group considers its access to funding to be sufficient for meeting the financial requirements of ordinary operations and for the investments planned. The types of credit lines available and the base rate on the reference date are reported in Note 19.

Liquidity analysisLiquidity analysis was performed on loans, derivatives, and trade payables. Borrowings were specified by time bracket for principal repayments and non-discounted interest. Future interest amounts were determined using forward interest rates taken from the spot-rate curve published by Reuters at the end of the reporting period.For derivatives, the expected cash flows were used based on the same market variables.None of the cash flows included in the table were discounted.

Fair value measurement of loansFor the fair value measurement of loans, future cash flows were estimated using implicit forward interest rates from the yield curve of the measurement date, and the latest Euribor fixing was used to calculate the current coupon.The values calculated in this manner were discounted based on discount factors related to the different maturities of such cash flows.

Fair value measurement of derivatives The derivatives used by the Group are classified as OTC (over-the-counter) instruments, so they have no public price available on official exchange markets. Discounted cash flow models were used to measure these derivatives.

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Financial payables(euro/000)

Loans Derivatives Trade payables Total

within 3 months 1,817 (1,222) 35,273 35,868from 3 to 6 months 8,237 (1,142) 1,323 8,418from 6 to 12 months 7,574 (2,297) 161 5,438from 1 to 3 years 16,321 24 0 16,345from 3 to 5 years 8,740 0 0 8,740after 5 years 4,997 0 0 4,997Total as at Dec. 31, 2010 47,687 (4,638) 36,756 79,805

within 3 months 2,013 (1,222) 43,118 43,909from 3 to 6 months 6,767 (1,055) 652 6,364from 3 to 12 months 4,138 (2,118) 0 2,020from 1 to 3 years 16,114 0 5 16,119from 3 to 5 years 4,405 0 0 4,405after 5 years 3,460 0 0 3,460Total as at Dec. 31, 2011 36,897 (4,395) 43,775 76,277

4. USE OF ESTIMATES The preparation of consolidated financial statements requires management to make estimates that could affect the carrying value of some assets, liabilities, income and expenses, and disclosures concerning contingent assets and liabilities at the reporting date.Estimates were used mainly to determine the recoverability of intangible assets, the useful lives of tangible assets, the recoverability of receivables (including deferred tax assets), the valuation of inventories and the recognition or measurement of provisions. The estimates and assumptions are based on data reflecting currently available information.The estimates and assumptions involving a significant risk of changes in the carrying values of assets and liabilities are:

- Goodwill The Group determines annually whether to review goodwill for impairment, in accordance with the accounting

standards. Recoverable values are calculated based their value in use. These calculations require using estimates of the future

performance of the cash-generating units (CGUs) to which goodwill belongs, the discount rate and the prospective growth rate to be applied to the forecast cash flows.

- Writedowns of non-current assets Under the accounting standards and policies applied by the Group, non-current assets are reviewed to determine

whether they have suffered impairment losses when there is indication that their net carrying value exceeds their recoverable value. Recoverable value is the greater of fair value (net of selling costs) and value in use. If any such indication exists, management is required to perform subjective evaluations based on information available within the Group and on the market, based on the management’s knowledge. The Group calculates potential impairment using the valuation techniques it considers to be the most appropriate. Proper identification of indication of impairment and estimates of potential impairment are dependent on factors that may vary over time, affecting the measurements and estimates made by management.

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- Provision for doubtful debts The provision for doubtful debts reflects management’s estimates of future losses on trade receivables. The Group

estimates the provision for doubtful debts on the basis of expected losses, determined according to past experience for similar receivables, current and historic past-due receivables, losses and collected receivables, careful monitoring of credit quality and forecasts of economic and market conditions.

- Provision for inventory impairment The provision for inventory impairment reflects management’s estimates regarding the losses expected by the Group,

determined on the basis of past experience and both past and anticipated market trends.

- Deferred tax assets Recognition of deferred tax assets is based on expectations of profits in future financial years. Estimates of expected

profits for the purpose of deferred tax asset recognition are dependent on factors that may vary over time and significantly affect estimates of deferred tax assets.

5. PROPERTY, PLANT, AND EQUIPMENTThe composition of and changes in the items for the past two years are set forth below:

Property, plant and equipment(euro/000)

Land and buildings

Plant and machinery

Industrial and commercial equipment

Other PP&E

Assets under construction

and advances

Total

Net value at beginning of 2010 9,451 2,162 1,559 1,779 2,475 17,425 increases 3,689 2,557 885 1,074 59 8,264Decreases (7) 0 0 (18) 0 (25)Depreciation (490) (749) (1,116) (629) 0 (2,983)translation difference 471 0 3 32 0 506reclassifications and other changes (1,013) 479 1 (26) (2,449) (3,008)Net value at end of 2010 12,102 4,450 1,331 2,212 85 20,180

Net value at beginning of 2011 12,102 4,450 1,331 2,212 85 20,180 increases 560 1,160 927 796 585 4,028Decreases (9) 0 0 (127) 0 (136)Depreciation (544) (964) (1,014) (699) 0 (3,221)translation difference 0 0 (1) (3) 19 14impairment (158) 0 0 0 0 (158)reclassifications 89 15 15 (9) (653) (542)Net value at end of 2011 12,051 4,660 1,259 2,199 37 20,207

The investments of the year totaled € 4,028 thousand (€ 8,264 thousand in 2010) and were made mainly by Marcolin S.p.A. for:- the purchase of systems and machines for € 1,160 thousand;- the purchase of industrial equipment for € 843 thousand;- additional investments of € 314 thousand in the new logistics center built in 2010. The building has enabled centralizing

the Group’s shipping activities (improving the logistics service and customer service) and raising productive capacity, and of € 162 thousand to restructure the external area of the main offices;

- the purchase of IT equipment and office furniture, included in other PP&E, totaling € 344 thousand.

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The € 101 thousand reclassification of land and buildings refers to the Parent Company’s completion of the aforementioned new building, which was in progress at the end of the previous year.

Depreciation is € 3.221 thousand and includes:- € 2,058 thousand (€ 2,983 thousand in 2010) recognized in the components of cost of sales;- € 490 thousand (€ 490 thousand in 2010) recognized in distribution expenses;- € 672 thousand (€ 474 thousand in 2010) recognized in general and administration expenses.

Property owned by the Parent Company was appraised at the end of the reporting period by an independent appraiser. According to the appraisal, the fair value of the building in Domegge di Cadore (former location of Marcolin S.p.A.’s head offices) was € 158 thousand less than its carrying value, so the latter value was written down accordingly.The undepreciated values of property, plant and equipment and their accumulated depreciation as at December 31, 2011 are shown in the following table:


Land and buildings

Plant and machinery


Other PP&E


and advances

Total Dec. 31, 2011

undepreciated value 18,944 16,598 17,016 10,015 37 62,610accumulated depreciation (6,892) (11,937) (15,758) (7,816) (42,403)Net value 12,051 4,661 1,258 2,199 37 20,206

The assets held for sale as at December 31, 2010 had included a building owned by the Swiss subsidiary with a value of € 2,969 thousand. In March 2011 the building was sold for an amount consistent with its carrying value.

6. INTANGIBLE ASSETS AND GOODWILLThe composition of and changes in this item are set forth below:

Intangible assets and goodwill (euro/000)

Patent and intellectual

property rights

Concessions, licenses,

trademarks

Other intangible

assets

Intangible assets under formation

and advances

Total Goodwill

Net value at beginning of 2010 741 2,340 69 0 3,150 2,243 increases 210 7 2 902 1,122 0amortization (387) (216) (24) 0 (627) 0translation difference 3 48 6 0 56 175 reclassifications and other changes 38 (20) 4 10 32 0Net value at end of 2010 606 2,159 55 912 3,732 2,419

Net value at beginning of 2011 606 2,159 55 912 3,732 2,419 increases 121 10,255 0 41 10,417 0Disposals and use of provisions 0 (35) 0 0 (35) 0amortization (466) (297) (1) 0 (763) 0translation difference (4) 3 2 0 1 79 reclassifications and other changes 386 692 (55) (481) 542 0Net value at end of 2011 644 12,776 2 473 13,894 2,498

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Investments of € 10.417 thousand (€ 1.122 thousand in 2010) were made in the year by Marcolin S.p.A. and Marcolin U.S.A., nearly all of which regarded “concession, licenses and trademarks” with respect to costs incurred to renew licenses. Such costs were capitalized as intangible assets under IAS 38 on the basis of their future economic lives.

Amortization is € 763 thousand and includes:- € 96 thousand (€ 105 thousand in 2010) recognized in the cost of sales;- € 559 thousand (€ 457 thousand in 2010) recognized in distribution expenses;- € 108 thousand (€ 65 thousand in 2010) recognized in general and administration expenses.

The unamortized value of intangible assets and goodwill and their accumulated amortization as at December 31, 2011 are shown in the following table:

Intangible assets and goodwill(euro/000)


property rights


trademarks

Other intangible

assets


and advances

TotalDec. 31, 2011

Goodwill

unamortized value 6,779 18,634 84 473 25,970 8,720accumulated amortization (6,135) (5,858) (83) (12,076) (6,222)Net value 643 12,776 2 473 13,894 2,498

The accumulated amortization of goodwill refers to amortization calculated up to the date of transition to international accounting standards.

“Concessions, licenses and trademarks” includes the Web trademark. This asset, which was obtained in November 2008 and whose purchase price was determined by an independent appraiser, is amortized over 18 years. The value as at December 31, 2011 was tested for impairment on the basis of the Group’s plans for the development and margins of Web brand collections.

Goodwill arose on the previous acquisition of an American company by Marcolin U.S.A., and was tested for impairment based on the determination of the enterprise value of the CGU to which it refers, consisting of the American subsidiary. The impairment test structure and parameters used are described below.

Impairment test structureImpairment testing, under IAS 36, is performed at least annually for intangible assets with an indefinite useful life. Other types of assets are tested when there is external or internal indication that those assets have suffered an impairment loss.In the preparation of the 2011 financial statements, no indications of impairment losses emerged for property, plant and equipment except regarding the Parent Company’s property in Domegge di Cadore, which is currently only partially used as a warehouse and is no longer is used for production. Given the current market conditions, the Group’s management decided to obtain an updated appraisal of such property in order to evaluate whether it had suffered an impairment loss.With respect to the impairment test for the goodwill recognized on the American operations, the value in use, which is compared with invested capital, was estimated based on future cash flows determined consistently with the Group’s economic and financial forecasts for the American company for the year 2012. In consideration of the uncertainty characterizing the current macroeconomic situation, management decided to limit the forecasts to a single year.The approved budget for 2012 takes into account the economic crisis that has been ongoing since 2008. However, the estimates are based on evaluations regarding future events that could occur with results differing from expectations, possibly causing significant deviations from the forecasts. Value in use was calculated as the sum of the present value

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of cash flows expected in 2012 and the terminal value was determined on the basis of the data projections available.Due to the general uncertainty present, it was considered prudent to use a growth rate of zero in determining the terminal value.For discounting the cash flows, a rate of 6.76%, net of the tax effect, was used. The rate was determined taking into account the market variables and the specific risks of the area in which the CGU performs.Furthermore, three types of sensitivity analyses were carried out on the impairment tests, simulating, respectively, a growth rate change from zero to 1% and a 0.5% change in discount rates, a 1% decrease and increase and a 1.5% increase. No need for writedowns emerged from the sensitivity analysis.With reference to the Web trademark, updated forecast data prepared by management was used over a medium-term timescale. Forecasts were prepared for the residual period of amortization of the asset, using assumptions held to be prudent that reflect the expected brand life cycle and, in particular, a decrease in volumes, margins and investments after the development phase expected in the medium term.A rate of 8.90%, net of taxes, was used to discount the cash flows, which reflects current market valuations of the cost of money and of the specific risks associated with the Italian market, in which the sales primarily take place.

According to the test results, no impairment losses are present either for the goodwill regarding the operations on the U.S. market or for the Web trademark.

7. INVESTMENTS IN ASSOCIATESThis item, totaling € 96 thousand, refers to the investment in Finitec S.r.l. in liquidation. The investment in Marcolin Japan Co. Ltd. in liquidation was written off due to the losses reported by such associate. Information regarding investments in associates is shown below.

Investments in associates(euro/000)

Finitec S.r.l. in liquidation - Share capital € 54,080 Dec. 31, 2011 Dec. 31, 2010assets 1,043 1,967 liabilities 183 681 equity 860 1,286 revenue 318 1,271 profit/(loss) for the year (427) (109)% ownership 40% 40%

Marcolin Japan Co. Ltd. in liquidation - Share capital JPY 99,000,000 Dec. 31, 2011 Dec. 31, 2010assets 1,374 3,334 liabilities 2,076 3,082 equity (702) 252revenue 2,185 3,863 profit/(loss) for the year (895) (39)% ownership 40% 40%

Until May 2011, Finitec S.r.l. in liquidation supplied galvanic and dye treatments for eyewear to the Parent Company.The Group’s interest in the annual loss was € 136 thousand, after adjusting the company’s accounting policies to those of the Group.

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The Group’s interest in the equity of Marcolin Japan Co. Ltd. in liquidation was a negative € 281 thousand at the end of 2011 and was allocated to a risk provision.

The carrying values of both associates reflect the interests in equity of the associates, since there was no goodwill regarding such companies. The use of the equity method to account for the companies resulted in a € 136 thousand cost for Finitec S.r.l. in liquidation and € 390 thousand for Marcolin Japan Co. Ltd. in liquidation.

8. DEFERRED TAX ASSETS AND LIABILITIESOn December 31, 2011, the deferred tax assets had a balance of € 14,186 thousand, up by € 4,686 thousand from December 31, 2010.The amount includes € 5,977 thousand referring to the Parent Company and € 6,975 thousand referring to subsidiary Marcolin U.S.A., for temporary differences between the value of the assets and liabilities accounted for in the financial statements and the value attributed to those assets and liabilities for tax purposes.It also includes € 1,200 thousand regarding Marcolin France, which accounted for deferred tax assets in connection with tax benefits arising on accumulated tax losses. Recognition of deferred tax assets was possible due to the positive results reported by the company in recent years. Considering the current projections, it is likely that taxable income will be made against which the tax benefits shall be recovered within the currently foreseeable future.

There are additional, unrecognized deferred tax assets of € 5,201 thousand (€ 7,716 thousand in 2010) arising on tax losses reported in previous years by some subsidiaries (mainly Marcolin France) which could reasonably be accounted for in the future if the companies to which they refer should report the profits expected.

On December 31, 2011, the deferred tax liabilities had a balance of € 664 thousand (€ 974 thousand on December 31, 2010), referring to temporary differences between the value of the assets and liabilities accounted for in the financial statements and the value attributed to those assets and liabilities for tax purposes. More information is provided in Note 31 on Income tax.

9. OTHER NON-CURRENT ASSETSThis item refers almost entirely to a loan granted by subsidiary Marcolin U.S.A. to a third party which bears interest at a market rate. The loan shall be repaid with semi-annual installments from 2013 to 2015.

10. INVENTORIESDetails of inventories are shown below.

Inventories Dec. 31, 2011 Dec. 31, 2010(euro/000)

Finished products 44,659 35,049raw materials 12,227 11,980Work in progress 8,047 10,965Gross inventories 64,934 57,994inventory impairment provision (18,225) (16,921)Net inventories 46,709 41,073

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The net value of inventories rose by € 5,636 thousand due largely to the increase in the finished products of the new collections in stock, which will be sold from the initial months of the current year. The work in progress declined.The average inventory period rose along with the increase in inventories.

In detail:- the value of finished products rose by € 9,611 thousand;- the value of raw materials rose by € 247 thousand;- work in progress fell by € 2,918 thousand;- the inventory impairment provision rose by € 1,304 thousand, mainly due to prudent valuations of finished products.

11. TRADE AND OTHER RECEIVABLESThe details of trade and other receivables are as follows:

Trade and other receivables Dec. 31, 2011 Dec. 31, 2010(euro/000)

Gross receivables 64,631 64,124provision for doubtful debts (5,045) (4,657)Net trade receivables 59,586 59,467tax receivables 2,674 2,289other receivables 1,111 550Total other receivables 3,785 2,839Total 63,371 62,306

The total balance rose by € 1,065 thousand during the year, at a lower rate than the increase in sales.

The net trade receivables are substantially consistent with those reported as at December 31, 2010 as a result of the constant emphasis on credit management, with improvement in the average collection period, even in this difficult economy, and without credit losses exceeding their average rate.

The amount of receivables stated in the financial statements was not discounted, since all receivables are due in the short term.

For the purpose of providing the disclosures required by IFRS 7, the trade receivables are set forth below by geographical area:

Payables by geographical area Dec. 31, 2011 Dec. 31, 2010(euro/000)

italy 15,504 17,026rest of europe 13,818 12,072north america 6,726 6,819rest of World 13,714 12,937Total 49,763 48,854

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The following table shows the trade receivables due and past due (in an aging analysis) that are not in protest:

Aging analysis of trade receivables not in protest(euro/000)

Gross value Provision Net value

Dec. 31, 2010not past due 48,854 (96) 48,758past due by less than 3 months 5,077 (211) 4,867past due by 3 to 6 months 3,429 (682) 2,746past due by more than 6 months 3,909 (1,815) 2,094Total 61,268 (2,803) 58,465

Dec. 31, 2011not past due 49,763 (203) 49,560past due by less than 3 months 5,979 (245) 5,734past due by 3 to 6 months 3,482 (938) 2,544past due by more than 6 months 2,207 (1,216) 991Total 61,430 (2,601) 58,830

In some markets in which the Group operates, receivables are regularly collected after the date stipulated by contract, without this necessarily indicating that the customers have financial or liquidity difficulties. Consequently, there are trade receivable balances that were not considered impaired even though they were past due. The balance of these trade receivables are set forth in the table below by past due bracket.

Trade receivables past due but not impaired Dec. 31, 2011 Dec. 31, 2010(euro/000)

past due by less than 3 months 5,734 4,867past due by more than 3 months 3,536 4,840Total 9,269 9,707

For the sake of exhaustive disclosure, an aging analysis of receivables in protest and the related writedowns is set forth below.

Aging analysis of receivables in protest(euro/000)


Dec. 31, 2010past due by less than 12 months 443 (410) 33past due by more than 12 months 1,636 (1,444) 192Total 2,079 (1,853) 226

Dec. 31, 2011past due by less than 12 months 200 (184) 16past due by more than 12 months 2,393 (2,260) 133Total 2,593 (2,444) 149

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The changes in the provision for doubtful debts are set forth below.

Provision for doubtful debts 2011 2010(euro/000)

opening amount 4,657 4,533 allocations 1,176 1,365 uses (716) (1,350)reclassifications and other changes (103) (6)translation difference 31 114 Total 5,045 4,657

The provision for doubtful debts increased by € 388 thousand from the previous year. The provision was used primarily by Marcolin U.S.A. and the Parent Company.Some of the trade receivables are covered by guarantees typically used for sales on foreign markets.

12. OTHER CURRENT ASSETSThis item comprises mainly prepaid expenses relating to insurance premiums and advance rent payments.

13. CASH AND BANK BALANCESThe item represents the value of cash deposits and highly liquid financial instruments, i.e. with an original maturity of three months maximum. The cash and bank balances fell by € 4,485 thousand, as shown in the Cash Flow Statement, which provides more detailed information on this item. Part of the balance was used in January 2012 for payments to outside suppliers and licensors.

14. EQUITY The Parent Company’s share capital amounts to € 32,312,475.00 and is composed of 62,139,375 ordinary shares with a par value of € 0.52 per share.Marcolin S.p.A. owns 681,000 treasury shares for a total value of € 947 thousand. The nominal value of € 354 thousand was deducted from share capital and the remaining € 593 thousand was deducted from the treasury share reserve included with the retained earnings/ (losses).The statement of changes in equity provides more detailed information.

Stock option reserveIn accordance with IFRS 2, at the end of the previous reporting period the stock option reserve included in the “other reserves” had been stated at the imputed cost, equivalent to the fair value of the options on the grant date, recognized in the income statement over the vesting period. This reserve was used entirely to settle the stock option plan, which expired at the end of April 2011.

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15. MEDIUM/LONG-TERM BORROWINGSThe December 31, 2011 balance of long-term borrowings consists almost entirely of loans granted to Marcolin S.p.A. by Cassa di Risparmio del Veneto S.p.A., Mediocredito Italiano (both of the Intesa San Paolo Group) and Banca Nazionale del Lavoro (BNP Paribas Group). In July and December 2011, Marcolin S.p.A. received the remaining € 6 million portion of the credit line granted by Banca Nazionale del Lavoro (BNP Paribas Group), for a total € 10 million, for the purpose of investing in the Group’s growth.

All bank loans were taken out by the Parent company. Details of the significant outstanding loans are set forth below:

Bank Currency Original amount

Residual amount

Maturity date

Interest rate

Notes

(euro) (euro)

eFiBanca * eur(credit line)

30,000,0004,392,857

June 27, 2012

6-month euribor + 0.8%

a term loan facility of € 15,000,000, granted on June 27, 2007, repayable in 10 semiannual installments from Dec. 27, 2007 and a standby loan facility of € 15,000,000, repayable in 7 semian-nual installments

Ministry of productive activities (technological innovation)

eur 793,171 406,567June 26,

20161,012%

Subsidized loan obtained under law 46/82, repayable in 10 annual instal-lments from June 26, 2007.

cassa di risparmio del Veneto *(formerly Banca intesa)

eur(credit line)

15,000,00010,500,000

March 31, 2015

6-month euribor

+ 0.95%

loan granted on oct. 26, 2010, repaya-ble in 10 semiannual installments from Sept. 30, 2010.

Mediocredito italiano eur 10,000,000 9,117,647Sept. 30,

2019

3-month euribor

+ 1.70%

Mortgage loan granted on Dec. 22, 2009, repayable in 34 quarterly instal-lments from June 30, 2011.

Banca nazionale del lavoro *

eur 10,000,000 10,000,000Dec. 31,

2014

6-month euribor

+ 1.70%

loan of € 10,000,000 granted on Jan. 21, 2010, repayable in 6 semiannual installments from June 30, 2012.

* These loans include covenants regarding key performance and financial indicators of the consolidated financial statements.

The loan agreements between Marcolin S.p.A. and Cassa di Risparmio del Veneto (Intesa San Paolo Group), Efibanca S.p.A. and Banca Nazionale del Lavoro (BNP Paribas Group) include obligations regarding operating and financial performance. These are covenants requiring that certain financial ratios calculated from the consolidated accounts of each annual reporting date be met.If the loan covenants are not complied with, the conditions for continuing with the loan must be renegotiated with the banks or the loan covenants must be amended. Otherwise, the loan may have to be repaid early.The loan covenants are based on main performance and financial indicators (Ebitda, net financial position and equity). As at December 31, 2011 and during the year, the covenants were consistently complied with.

The net financial position is set forth below. More information is provided in the Report on Operations.

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Net financial position/(indebtedness) Dec. 31, 2011 Dec. 31, 2010(euro/000)

cash 76 71 cash equivalents 30,910 35,400 Short-term borrowings (4,412) (7,038)current portion of long-term borrowings (7,589) (9,614)long-term borrowings (22,452) (27,450)

Total Net Financial Position (3,467) (8,631)

16. LONG-TERM PROVISIONSThis item represents the employee severance indemnity provision (TFR) recognized in the Parent Company’s financial statements. It consists of the benefits that accrued to employees until December 31, 2006 under the defined benefit plan, to be paid upon or subsequent to termination of employment. Benefits accruing from January 1, 2007 are treated as a defined contribution plan. By paying the contributions into social security funds (public and/or private), the Group complies with all relevant obligations.

The changes in the long-term provisions are shown below:

Long term provisions - severance indemnity provision (euro/000)

Opening amount 3,240 use (293)interest 147 actuarial loss/(gain) 106 Total on Dec. 31, 2011 3,200

The following table shows the various parameters used for the relevant actuarial calculation:

Actuarial assumptions 2011

mortality rate: rG 48 table of public accounting officedisability rate: inpS table by age and gender personnel turnover rate: 5.00%

frequency of severance payment advances:

2.00%

discount/interest rate: 4.25%tFr increase rate: 3.00%inflation rate: 2.00%

17. OTHER NON-CURRENT LIABILITIESThis item consists primarily of the accrued liabilities and deferred income due more than 12 months after the reporting date. The amount was zero on the reporting date.

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18. TRADE PAYABLESThe following table sets forth the trade payables by geographical area:

Trade payables by geographical area Dec. 31, 2011 Dec. 31, 2010(euro/000)

italy 18,090 20,552rest of europe 5,329 2,405north america 6,714 995rest of World 13,642 12,805Total 43,775 36,756

Trade payables rose by € 7,019 thousand, including € 4 million attributable to the residual investments made by the Parent Company and Marcolin U.S.A. in license renewals; the remainder of the increase is due to greater purchases of production materials in the period.

The trade payables disclosed in the Statement of Financial Position were not subject to discounting, as the amount is a reasonable representation of their fair value in consideration of the fact that there are no payables due beyond the short term.

In compliance with the disclosure requirements of IFRS 7, it is reported that on December 31, 2011 there were no past-due trade payables, with the exception of the accounts being protested by the Company with the suppliers.

19. SHORT-TERM BORROWINGSThe amount represents short-term borrowings of € 12,002 thousand, including the € 7,589 thousand short-term portion of medium/long-term loans, and other financial payables of € 4,412 thousand due within 12 months from the reporting date.

The following table presents the maturities of the financial payables, the amounts of which are classified as either current liabilities or non-current liabilities.

Borrowings - Maturity(euro/000)

Loans Other financiers TOTAL

within 1 year 16,564 88 16,652from 1 to 3 years 14,751 188 14,939from 3 to 5 years 7,853 163 8,016more than 5 years 4,412 83 4,495Dec. 31, 2010 43,579 523 44,102


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The disclosures regarding the derivatives in place on December 31, 2011 are presented below. All the contracts in effect were drawn up by the Parent Company, Marcolin S.p.A.

Financial liabilities at fair value through profit and lossDuring the year, the Parent Company stipulated three derivative contracts on the U.S. dollar exchange rate with Veneto Banca Holding to mitigate the risk of exchange rate variability, two contracts of which were still partially in effect on the reporting date. The fair value of such derivative instruments on December 31, 2011 was a positive € 414 thousand. Although the derivatives were designated to hedge the risk of exchange rate variability on purchases from suppliers in U.S. dollars, they do not qualify for hedge accounting because they do not meet all the conditions required by the applicable accounting standard.

Financial liabilities at fair value through equityOn July 30, 2007, a derivative contract on interest rates (IRS) was stipulated with Efibanca to hedge the risk of interest rate variability on a loan granted by Efibanca. This instrument was classified and accounted for by the Company as a hedging instrument since it meets the conditions laid down in IAS 39. In fact:- it was contractually designated, at the time the loan was granted, to hedge the interest rate risk of at least 50% of the

notional value of the loan;- the maturity of the derivative contract coincides with that of the hedged loan;- the derivative instrument and the underlying loan have the same Euribor calculation dates.

The fair value of the hedging instrument as at December 31, 2011 is a negative € 23 thousand, completely short-term. The fair value as at December 31, 2010 was a negative € 151 thousand. The fair value change was recognized in equity in the “other reserves” (presented in the statement of changes in equity).

During the year, the finance costs deriving from the periodic liquidation of the reciprocal positions on the two interest rate derivatives totaled € 122 thousand.

20. CURRENT PROVISIONSThe table below presents the most significant changes of the year:

Short-term provisions(euro/000)

Provision for agency termination and

similar obligations

Provision for tax liabilities

Other provisions

Total

Jan. 1, 2011 656 0 5,535 6,191allowances 125 175 3,913 4,214use (168) 0 (1,922) (2,089)translation difference 0 14 432 446other changes 55 0 (330) (275)Dec. 31, 2011 669 189 7,629 8,487

The provisions for agency termination and similar obligations consist of the estimated indemnities payable to agencies upon termination, the amount of which was discounted to present value on the basis of long-term use.

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The other provisions consist of allowances for risks regarding customer returns and product warranties for an amount of € 4,327 thousand. The provisions were reported largely by Marcolin U.S.A., Marcolin S.p.A. and Marcolin France. The other items includes in the other provisions refer to Marcolin S.p.A. for € 3,021 thousand, mainly for risks regarding contingent liabilities arising from legal and contractual obligations.

21. OTHER CURRENT LIABILITIESBelow are the details of the other liabilities:

Other current liabilities Dec. 31, 2011 Dec. 31, 2010

(euro/000)

Due to personnel 6,504 6,618 Social security 1,942 1,875 royalties 0 96 other accrued expenses and deferred income 1,265 686 Total 9,710 9,274

The other current liabilities consist primarily of € 6,504 thousand due to personnel and € 1,942 thousand in social security. The amount due to personnel fell by € 114 thousand from December 31, 2010; this decrease is attributable principally to the Parent Company.The other accrued expenses and deferred income refer primarily to Marcolin U.S.A. and Marcolin S.p.A.

22. COMMITMENTS AND GUARANTEESBelow are details of the main commitments and guarantees of Group companies:

Guarantees issued (euro/000)

Dec. 31, 2011 Dec. 31, 2010

Sureties to third parties 46 1,048

As is known, the Group has contracts in effect to use trademarks owned by third parties for the production and distribution of eyeglass frames and sunglasses.The contracts require payment of guaranteed minimum royalties over the duration of the contracts. On December 31, 2011 these future commitments amounted to € 255 million (€ 189 million in 2010), including € 58 million falling due within the next year.

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Details of the rent and operating lease commitments are shown below, in accordance with IAS 17:

Commitments Dec. 31, 2011 Dec. 31, 2010

(euro/000)

RentWithin one year 1,360 1,005 From one to five years 1,782 1,410 over five years 31 59 Total 3,173 2,474

Operating leasesWithin one year 544 512 From one to five years 352 291 over five years 0 4 Total 895 806

Total commitments 4,069 3,280

The commitments relating to rent costs mainly refer to the office lease of the American subsidiary.

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INCOME STATEMENT

(euro/000) 2011 % 2010 %

REVENUE 224,124 100.0% 205,651 100.0%

COST OF SALES (81,736) (36.5)% (79,033) (38.4)%

GROSS PROFIT 142,388 63.5% 126,617 61.6%

Distribution and marketing expenses (97,497) (43.5)% (88,069) (42.8)%General and administration expenses (18,748) (8.4)% (16,580) (8.1)%other operating income and expenses:

- other operating income 3,401 1.5% 3,762 1.8%- other operating expenses (128) (0.1)% (721) (0.4)%Total 3,273 1.5% 3,041 1.5%

EFFECTS OF ACCOUNTING FOR ASSOCIATES (527) (0.2)% (59) (0.0)%EBITDA 34,234 15.3% 29,932 14.6%OPERATING PROFIT - EBIT 28,888 12.9% 24,949 12.1%FINANCIAL INCOME AND COSTSFinancial income 2,955 1.3% 2,672 1.3%Finance costs (4,700) (2.1)% (4,468) (2.2)%Total (1,745) (0.8)% (1,796) (0.9)%


INCOME TAX EXPENSE (6,165) (2.8)% (4,547) (2.2)%

PROFIT ATTRIBUTABLE TO NON-CONTROLLING INTERESTS 0 0.0% 0 0.0%


The 2010 data presented in the tables of the Income Statement section differs from the data published in last year’s financial statements due to a different classification of some items in 2011. The comparative data has been reclassified for the purpose of consistency.In 2011 sales to suppliers of semi-finished products that were subsequently repurchased as finished products upon completion of the outsourced processing were reclassified as a component of the cost of sales. In 2010 these sales, totaling € 2,028 thousand, had been included with the sales revenues.The EBITDA reclassification regarded the allocation of certain costs, which previously had been excluded from EBITDA. These were the allowances for returns, legal risks and additional client expenses, which in 2010 had totaled € 1,086 thousand.

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23. REVENUEThe following table sets forth the sales revenues of 2011 by geographical area:


- europe 119,947 53.5% 114,694 55.8% 5,253 4.6%- u.S.a. 46,470 20.7% 44,820 21.8% 1,651 3.7%- asia 21,709 9.7% 14,808 7.2% 6,901 46.6%- rest of World 35,998 16.1% 31,329 15.2% 4,669 14.9%Total 224,124 100.0% 205,651 100.0% 18,474 9.0%

The Report on Operations describes the 2011 sales performance.

24. COST OF SALESThe following table shows a detailed breakdown of the cost of sales:

Cost of sales (euro/000)

2011 2010 Increase (decrease)

%

purchases of materials and finished products 54,032 50,195 3,837 7.6%changes in inventories (5,335) (1,896) (3,439) 181.4%cost of personnel 16,800 15,965 835 5.2%outsourced processing 8,602 6,878 1,724 25.1%amortization, depreciation and writedowns 2,154 2,123 31 1.5%other costs 5,483 5,767 (285) (4.9)%Total 81,736 79,033 2,703 3.4%

The cost of sales rose by € 2,703 thousand. However, it was 36.5% of total sales, an improvement of 2% from the 38.4% of 2010.As described in the Report on Operations, these results were achieved due mainly to initiatives implemented in previous periods to improve margins (focusing on product costs, internal productivity and quality, which enhanced efficiency) and to the increased sales of products with the new brands, which yield higher margins.The other costs refer principally to purchasing charges (transport and customs) and business consulting services.

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25. DISTRIBUTION AND MARKETING EXPENSESBelow is the detailed breakdown of the distribution and marketing expenses:

Distribution and marketing expenses(euro/000)


%

cost of personnel 26,042 24,712 1,330 5.4%commissions 8,674 8,866 (192) (2.2)%amortization, depreciation and writedowns 1,076 947 130 13.7%royalties 32,418 26,477 5,941 22.4%advertising and pr 15,091 13,850 1,240 9.0%other costs 14,196 13,217 978 7.4%Total 97,497 88,069 9,428 10.7%

Distribution and marketing expenses rose by € 9,428 thousand; these expenses are 43.5% of sales, compared to 42.8% for 2010.The largest difference is for royalties due in substance to higher sales and non-absorption of guaranteed minimum royalties referring to some licensing agreements.The other expenses consist mainly of sales expenses, including transport, rentals and entertainment expenses.

26. GENERAL AND ADMINISTRATION EXPENSESThe general and administration expenses are set forth below:

General and administration expenses (euro/000)


%

cost of personnel 6,086 5,524 562 10.2%Writedowns of receivables 1,176 1,365 (189) (13.8)%amortization, depreciation and writedowns 938 547 391 71.5%other expenses 10,548 9,144 1,404 15.4%Total 18,748 16,580 2,168 13.1%

General and administration expenses rose by € 2,168 thousand compared to those of 2010.Amortization, depreciation and writedowns include € 158 thousand for the adjustment to fair value of the building owned by the Parent Company in Domegge di Cadore, on the basis of an independent appraisal.

The “other expenses” of € 10,548 thousand consist mainly of the following:- director and statutory auditor compensation;- other services;- IT expenses;- administration charges;- other administrative consulting.

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The director compensation includes the € 1,700 thousand settlement of stock options under the incentives plan exercised at the end of April 2011. This amount is the difference between the amount allotted for such item in a specific reserve during the vesting period, in compliance with IFRS 2, and the amount effectively paid by the Parent Company to the beneficiary.

Pursuant to Article 149-duodecies of the CONSOB Issuer Regulations (resolution 11971 of March 14, 1999 and subsequent amendments and integrations), the total 2011 fees due to the independent auditors of the Parent Company and to the member firms for the subsidiaries are disclosed as € 258 thousand for audit services.

27. MARCOLIN GROUP EMPLOYEESDetails of the total number of employees of the various Group companies are shown below:

Employees - Average number Category 2011 2010


Year-end numberCategory Dec. 31, 2011 Dec. 31, 2010


28. OTHER OPERATING INCOME AND EXPENSESThe other operating income and expenses are set forth below:

Other operating income and expenses 2011 2010(euro/000)

refunded transport costs 1,395 1,342provisions released 137 379other income 1,869 2,041Total other income 3,401 3,762

Writedowns of receivables 0 (3)other expenses (128) (718)Total other expenses (128) (721)

Total 3,273 3,041

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The balance of this item is a positive € 3,273 thousand, an increase of € 232 thousand from 2010.“Other income” includes € 730 thousand in costs for advertising materials and other costs charged to the Parent Company.

The contingent gains consist primarily of costs regarding previous years, referring to the Parent Company, that were less than the amount originally estimated for them.

29. EFFECTS OF ACCOUNTING FOR ASSOCIATES WITH THE EQUITY METHODThe use of the equity method to account for investments in associates resulted in the recognition of costs of € 532 thousand in 2011, including € 136 thousand for Finitec S.r.l. in liquidation and € 390 thousand for Marcolin Japan Co. Ltd. in liquidation, due to the losses reported by these associates in the reporting period. These companies are not currently operating. They are undergoing the liquidation procedure, which should conclude in the short term without any additional costs.

30. FINANCIAL INCOME AND COSTSThe financial income and costs are set forth below:

Financial income and costs 2011 2010(euro/000)

Financial income 2,955 2,672Finance costs (4,700) (4,468)Total financial income and costs (1,745) (1,796)

The composition of financial income is shown below:

Financial income 2011 2010(euro/000)

interest income 1 153 other income 480 238 Gains on currency exchange 2,474 2,281 Total financial income 2,955 2,672

The composition of finance costs is shown below:

Finance costs 2011 2010(euro/000)

interest expense (1,494) (1,777)Financial discounts (928) (875)losses on currency exchange (2,277) (1,816)Total finance costs (4,700) (4,468)

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The item “financial income and costs” has a negative balance of € 1,745 thousand, which is substantially consistent with the negative balance of € 1,796 thousand reported for 2010.

The tables above show that:- interest expense fell by € 283 thousand against the 2010 amount, mainly as a result of the reduced borrowings;- currency exchanges resulted in a fairly even balance, with a € 197 thousand net profit, compared to a € 465 thousand

net profit for 2010.

31. INCOME TAX EXPENSEThe deferred tax reported in the Statement of Financial Position and the changes thereof are presented in the following tables:

Deferred taxes Dec. 31, 2011 Dec. 31, 2010(euro/000)

temporary differences on non-current assets 161 126temporary differences on current assets 4,252 3,836temporary differences on allocations to provisions 1,598 974tax loss carryforwards 8,175 4,564Deferred tax assets 14,187 9,501

temporary differences on non-current assets (1,326) (1,454)temporary differences on current assets 661 480Deferred tax liabilities (664) (974)

Net deferred taxes 13,522 8,527

Changes in net deferred taxes 2011 2010(euro/000)

Net deferred taxes as at January 1Deferred tax assets (liabilities) 8,526 6,262 recognized in profit or (loss) 4,765 2,060 recognized in equity 0 0 other changes 231 10 Foreign exchange differences 0 195 Deferred taxes as at December 31 13,522 8,526

Potential deferred tax assets of € 5.2 million (€ 7.7 million in 2010) arising principally on tax losses reported by Marcolin France were not recognized because no forecasts are currently available that reasonably expect recovery of such assets.

Some deferred tax assets totaling € 3,611 thousand (€ 2,074 thousand in 2010) were recognized on temporary differences generated between the value of the assets and liabilities in in the financial statements and the value attributed to those assets/liabilities for tax purposes and the benefit relating to accumulated tax losses generated in previous financial years

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by Marcolin U.S.A. and Marcolin France. Recognition was possible because these subsidiaries have been reporting profits regularly for the past few years, thus meeting the conditions for recognition. The amount recognized refers to the assets expected to be recovered in the upcoming financial years based on the forecasts prepared by management.

The current tax burden was determined on the basis of the taxable income arising from the profit for the year, taking into account the use of any accumulated tax losses and applying the nominal tax rates in force in each country.

Income tax expense 2011 2010(euro/000)

current taxes (10,921) (6,603)Deferred taxes 4,765 2,060 taxes relating to prior year (9) (4)Total income taxes (6,165) (4,547)

Tax rate reconciliation 2011 2010(euro/000)

profit/(loss) before taxes 27,143 23,153 tax expected (based on local tax rate) 9,370 5,253taxes relating to prior years 9 4change in temporary differences (1,378) (181)use of previously unrecognized tax losses (3,387) (1,879)taxes on productive activities and flat-rate taxes 1,551 1,350Total income taxes 6,165 4,547

The theoretical average tax rate of the year is 34.52% (22.69% in 2010), whereas the effective tax rate is 22.71% (19.64% in 2010), due primarily to the recognition in the year of the benefit relating to tax loss carryforwards. The deferred tax liabilities as at December 31, 2011 were € 3,263 thousand (€ 4,614 thousand as at December 31, 2010) against an allocation for the year of € 10,921 thousand.

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32. EARNINGS PER SHAREBasic earnings per share are calculated by dividing the profit attributable to ordinary equity holders of the Parent Company by the weighted average number of ordinary shares outstanding during the period, excluding treasury shares.Earnings per share are composed of the following:

Earnings per share 2011 2010

Profit for the year (in euros) 20,978,844 18,606,136 number of shares 62,139,375 62,139,375 number of treasury shares 681,000 681,000 net number of shares 61,458,375 61,458,375 Earnings per share 0.341 0.303 Diluted earnings per share 0.341 0.300

The diluted earnings per share were calculated by dividing the profit by the number of shares outstanding net of treasury shares (in 2010 they were increased by the shares involved in the stock option plan).

33. FINANCIAL INSTRUMENTS BY TYPEThe financial instruments are set forth by standard IFRS category in the table below, which presents their fair value in accordance with IFRS 7.For the fair value measurement of loans, future cash flows were estimated using implicit forward interest rates from the yield curve of the reporting date, and the latest Euribor fixing was used to calculate the current coupon.The values calculated in this manner were discounted based on discount factors related to the different maturities of such cash flows.The derivatives used by the Group are classified as OTC (over-the-counter) instruments, so they have no public price available on official exchange markets. Discounted cash flow models were used to measure these derivatives.

Categories of financial assets Trade receivables(euro/000)

2010loans and receivables 58,690Financial assets at fair value through profit or loss 0Held-to-maturity investments 0available-for-sale financial assets 0Total carrying value on Dec. 31, 2010 58,690Fair value na

2011loans and receivables 58,978Financial assets at fair value through profit or loss 0Held-to-maturity investments 0available-for-sale financial assets 0Total carrying value on Dec. 31, 2011 58,978Fair value na

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Categories of financial liabilities Trade payables Derivatives Loans(euro/000)

2010Financial liabilities at fair value through profit or loss 0 291 0Derivatives used for hedging 0 151 0other financial liabilities 36,756 0 46,222 available-for-sale financial liabilities 0 0 0Total carrying value on Dec. 31, 2011 36,756 442 46,222Fair value na 442 46,222

2011Financial liabilities at fair value through profit or loss 0 (414) 0Derivatives used for hedging 0 23 0other financial liabilities 43,775 0 35,627 available-for-sale financial liabilities 0 0 0Total carrying value on Dec. 31, 2011 43,775 (391) 35,627 Fair value na (391) 35,627

The derivatives presented in the table are classified with borrowings (Note 19).

Transactions with subsidiaries accounted for using the equity method and other related parties Transactions took place between consolidated companies during the year, and with equity-accounted associates and other related parties. The effects of the latter transactions are reported in the table below:

Company Payables Receivables Expenses Revenues Type(euro/000) Dec. 31, 2011 2011

tod's S.p.a. 39 972 5,108 1,512 related partyFinitec S.r.l in liquidation 0 66 161 2 associateMarcolin Japan co. ltd. in liquidation 93 937 1 518 associate

The related transactions regarded sales and took place on an arm’s length basis.

DISCLOSURE OF ATYPICAL AND UNUSUAL TRANSACTIONS AND TRANSACTIONS WITH RELATED PARTIESIn compliance with CONSOB Communication nos. DAC/98015375 of February 27, 1998 and DEM/6064293 of July 28, 2006, the information with respect to atypical and unusual transactions and transactions with related parties is provided below.

Atypical and unusual transactionsIn 2011 there were no atypical and/or unusual transactions, including with other Group companies, nor were there any transactions outside the scope of the ordinary business activity that could significantly impact the financial position, financial performance or cash flows of Marcolin S.p.A. and the Group.

Transactions with related partiesIntercompany and related-party transactions are mainly of a trade nature and are conducted on an arm’s length basis. In 2011 Tod’s S.p.A. was a supplier for the Group under a licensing agreement stipulated with such company referable to its shareholders, Diego Della Valle and Andrea Della Valle (Directors of Marcolin S.p.A.), as shown in the table above.

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On the basis of the foregoing, the resulting balances are not considered to have a significant impact on the Group’s financial position, financial performance or cash flows.

Significant non-recurring events and transactionsThere were no significant non-recurring events or transactions that impacted the Group’s financial position, financial performance or cash flows in 2011 other than those presented in the consolidated income statement.

SEGMENT REPORTINGThe following information is set forth according to the geographical areas in which the Group operates. The geographical areas have been identified as primary segments of business. The methods used to identify primary business segments have been selected according to the Group’s operating policies. The policies provide for aggregation by specific geographical area according to the location of the Group’s companies. Accordingly, the sales by geographical segment refer to the source of the sales rather than the end market.

Segment reporting

ITALY FRANCE REST OF EUROPE

U.S.A. OTHER & CONSOLIDATION

MARCOLINGROUP

(euro/000) 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010

net sales 142,619 126,547 22,557 21,858 36,416 35,663 57,907 53,023 (35,374) (31,440) 224,124 205,651

inter-segment sales 0 0 0 0 0 20 0 0 0 (20) 0 0

revenues from third parties

142,619 126,547 22,557 21,858 36,416 35,643 57,907 53,023 (35,374) (31,420) 224,124 205,651

Gross margin 70,118 57,969 12,124 11,591 19,395 18,512 35,213 32,364 5,537 6,182 142,388 126,617

in % of net revenues 49.2% 45.8% 53.7% 53.0% 53.3% 51.9% 60.8% 61.0% -15.7% -19.7% 63.5% 61.6%

operating profit 31,753 18,249 168 177 2,203 1,574 5,537 4,509 (10,773) 440 28,888 24,949

Share of profits/(losses) of equity-accounted companies

(527) 139 0 0 0 0 0 0 527 (139) 0 0

Segment assets 186,534 173,066 8,591 8,041 21,663 24,572 52,877 41,030 (71,678) (62,938) 197,987 183,771

investments in equity-accounted associates

359 359 0 0 0 0 0 0 (263) (25) 96 334

Segment liabilities (93,291) (97,698) (5,639) (6,290) (13,150) (17,519) (17,924) (12,879) 26,453 29,236 (103,552) (105,150)

capital expenditures 8,263 8,263 1 1 71 71 925 925 (985) (985) 8,274 8,274

amortization, depreciation and writedowns

4,342 (1,829) (31) (296) (760) (687) (776) (898) (8,119) (1,273) (5,345) (4,983)

other non-cash (costs)/revenues

(625) (1,456) (175) 49 (180) (12) (178) 830 (74) 0 (1,232) (588)

There were no secondary segments as at the reporting date.

MARCOLIN S.P.A.SEPARATE FINANCIAL STATEMENTS

DECEMbER 31, 2011

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Marcolin S.p.A. Report on Operations for the Year Ended December 31, 2011

The annual report for the year ended December 31, 2011 -- including the separate financial statements -- being a financial report required by Article 154-ter of Legislative Decree 58/1998 (Consolidated Finance Act), was prepared in conformity with the valuation and measurement criteria established by the international accounting standards (IAS/IFRS) adopted by the European Commission with Regulation 1606/2002, Article 6, of the European Parliament and of the Council of July 19, 2002 on the application of international accounting standards, and with the measures enacting Legislative Decree no. 38/2005.

Business PerformanceShareholders,As described in the 2011 Report on Operations of the Marcolin Group, the macroeconomic scenario was characterized by general uncertainty in 2011, with the global economy experiencing a slowdown in the second half of the year. The eyewear market showed stronger signs of growth than other sectors, as it was driven by the performance of the high fashion and luxury segment, in which the Company is specialized.

In this scenario, Marcolin S.p.A. stands out for having obtained excellent results in 2011, maintaining the growth trend of the previous year.

In 2011 Marcolin S.p.A.’s sales rose by 12.7%, Ebitda by 36.5% and net profit by 111.5%. Its net financial indebtedness was reduced by € 3,656 thousand euros, net of dividend payments.

The highlights of the financial position and performance are as follows:- sales were € 142,619 thousand, up by 12.7% from 2010 (€ 126,547 thousand);- Ebitda is € 27,411 thousand (€ 20,078 thousand for 2010), up by 36.5%;- net profit is € 24,122 thousand (compared to the profit of € 11,405 thousand of 2010), up by 111.5%;- the net financial indebtedness is € 13,616 thousand (compared to the € 17,272 thousand of 2010).

On a general level, the main factors and events of 2011 for Marcolin are summarized below:- an agreement was signed in March 2011 under which Tom Ford extended its licensing agreement with Marcolin Group

to December 2022 for the design, manufacturing and worldwide distribution of Tom Ford brand eyeglass frames and sunglasses. This agreement guaranteeing the long-term license of this brand assures stability and certainty for the Group;

- the newly licensed Swarovski products, presented at the beginning of the year, performed very well;- the new Diesel sunglass collections were received favorably by the top customers to which they were presented, with

a successful launching near the end of the year;- The Montblanc license renewal, signed in October 2011, strengthens Marcolin’s excellent relationship with the

Richemont Group brand and confirms Marcolin’s position as a leading company in the luxury eyewear business;- at the end of September Vito Varvaro, Director and Vice Chairman of Marcolin S.p.A., was appointed as C.E.O. of the

Marcolin Group;- in December 2011, Giovanni Zoppas was appointed as the new C.E.O. and General Manager of Marcolin S.p.A.,

effective February 1, 2012; - payments under the stock option plan were made to the former C.E.O., for a gross cost of € 1.7 million, considered a

non-recurring long-term event.

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Income statement highlights The following table summarizes Marcolin S.p.A.’s key performance indicators:

Year Revenue % Change EBITDA % of revenue EBIT % of revenue Net profit/(loss)

% of revenue Earnings per share

(EPS)

(euro/000,000) (euro)

2007 110.8 26.1% 12.3 11.1% 2.7 2.4% (1.8) (1.6)% (0.029)2008 120.6 8.8% 9.8 8.2% 6.5 5.4% 1.5 1.2% 0.0242009 112.6 (6.6)% 7.0 6.2% 4.7 4.2% 1.1 1.0% 0.0192010 126.5 12.4% 20.1 15.9% 18.2 14.4% 11.4 9.0% 0.1862011 142.6 12.7% 27.4 19.2% 31.8 22.3% 24.1 16.9% 0.392

EbITDA is EbIT before amortization, depreciation and annual allowance for doubtful debts

The sales and EBITDA data for 2010 and previous periods reported in the foregoing tables differ from the data published in the past due to the reclassification of some items in 2011.The comparative data has been reclassified for the purpose of consistency. The Notes to the Financial Statements provide more information on the reclassifications.

Income statement 2011 % of revenue 2010 % of revenue(euro/000)

Revenue 142,619 100.0% 126,547 100.0%Gross profit 70,118 49.2% 57,969 45.8%EBITDA 27,411 19.2% 20,078 15.9%Operating profit - EBIT 31,753 22.3% 18,249 14.4%Financial income and costs (985) (0.7)% (1,260) (1.0)%Profit before taxes 30,768 21.6% 16,989 13.4%Net profit 24,122 16.9% 11,405 9.0%

The following table sets forth Marcolin S.p.A.’s sales revenues by geographical segment:


- Europe 85,813 60.2% 82,560 65.2% 3,254 3.9%- U.S.A. 14,565 10.2% 11,064 8.7% 3,500 31.6%- Asia 21,709 15.2% 14,808 11.7% 6,901 46.6%- Rest of World 20,532 14.4% 18,115 14.3% 2,417 13.3%Total 142,619 100.0% 126,547 100.0% 16,072 12.7%

The table above reports very satisfactory performance, delivered consistently throughout the year, in Asia (+46.6%), which represents a strategic market for the growth of Marcolin S.p.A. and in which the sales structure and distribution network continue to be expanded. The highest increases are reported for Korea and China. The Rest-of-World segment grew by 13.3%, with the Middle East market and some South American countries performing particularly well.

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Sales to subsidiary Marcolin U.S.A. performed very well, with an increase of 31.6%.

In Europe sales grew by 3.9%, with important progress made in the sales to the companies in Germany, France, Belgium and the markets of Turkey and Russia. In contrast, other markets in the Mediterranean area were slack due to the persistent economic difficulties.

With respect to the brand portfolio, the Group continued working toward the maintenance, development and acquisition of top-rate brands, both by renewing existing licenses and signing new agreements. Specifically:- an agreement was signed under which Tom Ford extended the licensing agreement to December 2022 for the design,

manufacturing and worldwide distribution of Tom Ford brand eyeglass frames and sunglasses;- the Montblanc license was renewed, confirming Marcolin as an international leader in the luxury eyewear business.

The brand sales performance benefited from the progress made by brands in the fashion and luxury segment, some of which recorded double-digit growth; the new Swarovski line launched onto the market at the beginning of 2011 also contributed to such performance. The new Diesel collections have been very successful, although the sales were realized only near the end of the reporting period, when the products were first put on the market.

Sales fell sharply for the John Galliano brand. Although the amounts involved are not very significant for the Group, the sales were definitely below expectations. The decline was triggered by scandals that discredited the designer in the eyes of the public.

The Company’s excellent results, set forth in the foregoing income statement table, were achieved with increases in all performance indicators from the same period of the previous year.

The main performance indicators show that:- the gross margin is 49.2% of sales, an improvement of 3% from 2010 (45.8%);- Ebitda is € 27,411 thousand (19.2% of sales), compared to the 2010 Ebitda of € 20,078 thousand (15.9% of sales); - Ebit represents 22.3% of sales and is € 31,753 thousand, compared to the 2010 Ebit of € 18,249 thousand (14.4%

of sales);- the net profit is € 24,122 thousand (16.9% of sales), compared to the € 11,405 thousand (9% of sales) of 2010. The

net profit was favorably affected by reversals of impairment for associates, eliminating some writedowns of previous years, for an amount of € 5,486 thousand. Moreover, the writedown of the receivable due from Marcolin France S.a.s. was reversed for an amount of € 7,973 thousand (€ 5,157 thousand for financial receivables and € 2,816 thousand for trade receivables), since the conditions causing the writedown in previous years were no longer present, as described in the Notes to the Financial Statements.

These excellent results were achieved mainly as the result of: - the constant implementation and development of activities undertaken in previous periods to improve margins, which

continued to deliver benefits in 2011 after having improved the results of 2010. The initiatives focused on product costs, internal productivity and quality, and resulted in enhanced efficiency. In 2010 significant investments had been made for the completion of a new structure in Longarone, which made it possible to transfer stages of production and create modern offices for the logistics center and customer services. This has led to important returns with respect to overall operational efficiency, particularly in 2011;

- higher sales of products with the new brands, which are sold with higher margins.


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Financial position Details of the net financial position on December 31, 2011 compared with the previous year are shown below:


Cash 30 24 Cash equivalents 11,314 18,117 Current financial receivables due from subsidiaries 9,491 8,687 Short-term borrowings (4,411) (2,894)Current portion of long-term borrowings (7,589) (13,756)Long-term borrowings (22,452) (27,450)

Total (13,616) (17,272)

The Company’s net financial position on December 31, 2011 presents an improvement of € 3,656 thousand from the previous year, confirming the Company’s excellent performance.

Cash flows generated by operating activities totaled € 15,807 thousand. Investing activities used € 6,430 thousand of this, as shown in detail in the cash flow statement.

The net financial position of December 31, 2011 was impacted the following significant events:- outlays of € 6 million for license renewal costs;- the payment of € 6.1 million in dividends pursuant to shareholder resolutions;- stock option payouts of € 1.9 million, including statutory deductions.

In July and December 2011, Marcolin S.p.A. used the remaining € 6 million credit line stipulated by Banca Nazionale del Lavoro S.p.A. (BNP Paribas Group), out of the total € 10 million granted, in order to invest in the Group’s growth.

Marcolin S.p.A. repaid loan principal of € 12,747 thousand in the year. The Notes to the Financial Statements provide details of the medium and long term loans.

The debt-to-equity ratio on December 31, 2011 was 0.15, presenting additional improvement from the 0.23 ratio of December 31, 2010.

Year Net financial position Equity Gearing

2007 (32.6) 61.2 0.53 2008 (34.6) 62.5 0.55 2009 (27.8) 63.7 0.44 2010 (17.3) 75.4 0.23 2011 (13.6) 93.2 0.15

The gearing ratio is the net financial position to equity ratio

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The net working capital, compared with the figures for the previous financial year, is analyzed in the following table:

Net working capital Dec. 31, 2011 Dec. 31, 2010(euro/000)

Inventories 36,587 33,317 Trade and other receivables 50,427 45,938 Trade payables (41,039) (35,996)Other current assets and liabilities (13,001) (12,642)

Total 32,974 30,616

With reference to the different items that make up net working capital:- inventories rose by € 3,270 thousand, regarding finished products, due to procurement of products of the new

collections, which will begin to be sold in the initial months of the current year; the average number of days in inventory also rose.

- trade and other receivables rose by € 4,489 thousand. The trade receivables excluding affiliates rose by € 973 thousand, at a lower rate than the increase in sales, demonstrating the constant focus on credit management, with a considerable improvement in the average collection period as well.

- trade payables rose by € 5,043 thousand.

The working capital-to-sales ratio was 23.1% on December 31, 2011, showing constant improvement (24.2% on December 31, 2010).

The Statement of Financial Position highlights are shown below:

Statement of financial position Dec. 31, 2011 Dec. 31, 2010(euro/000)

AssetsNon-current assets 88,020 75,552Current assets 98,514 97,514Total Assets 186,534 173,066

Equity 93,242 75,367

LiabilitiesNon-current liabilities 27,096 32,291Current liabilities 66,195 65,408Total Liabilities and Equity 186,534 173,066

The total non-current assets rose by € 12,468 thousand compared to December 31, 2010 mainly due to investments in intangible assets, which rose by € 5,149 thousand, a € 5,486 thousand increase in the carrying value of investments in associates due to the aforementioned reversals, and a € 1,076 thousand increase in deferred tax assets against allocations for costs with deferred deductibility.Current assets increased by € 1,000 thousand; the increase consists primarily of € 3,270 thousand for inventories and € 4,489 thousand for trade and other receivables, whereas cash and bank balances fell by € 6,796 thousand.


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The changes in equity are shown in detail in the attached statement.Non-current liabilities fell by € 5,195 thousand; the decrease refers to long-term borrowings, particularly from banks for € 4,998 thousand, due to the repayments made.Current liabilities rose by € 788 thousand, due to the € 5,043 thousand increase in trade payables, € 4,650 thousand decrease in short-term borrowings, € 1,727 thousand increase in current provisions and € 1,359 thousand decrease in income tax.

SUBSEQUENT EVENTS AND BUSINESS OUTLOOKThe following subsequent events are reported, which are also reported in the consolidated financial statements:

- On January 26, 2012, the Board of Directors of Marcolin S.p.A. appointed Giovanni Zoppas as the new C.E.O. and General Manager, assigning him broad powers of attorney for the performance of his roles;

- On February 1, 2012, a preliminary licensing agreement for the design, manufacturing and worldwide distribution of Balenciaga brand sunglasses and eyeglass frames was stipulated. The term of the agreement is five years, renewable for an additional ten years.

- On February 22, 2012 the early renewal of the licensing agreement for the design, manufacturing and worldwide distribution of Dsquared2 brand sunglasses and eyeglass frames was stipulated.

The agreement provides for renewal for a period of five years with an option to renew for an additional five years. Concerning the business outlook for 2012, the Company intends to build on and further improve the positive results achieved by planning and implementing all activities necessary to assure additional expansion and growth of sales and profits, even in this very difficult local and international economy.The main growth strategies will focus on achieving a larger and more qualified presence in the Group’s strategic markets (Far East and America), and on expanding the brand portfolio by increasing the long-held brands and promoting the recently launched brands and recently acquired licenses.

MAIN RISKS AND UNCERTAINTIES TO WHICH MARCOLIN S.P.A. IS EXPOSEDThe analysis of the main risks and uncertainties to which Marcolin S.p.A. is exposed in particularly concerning risks related to the general conditions of the economy, funding requirements, changes in interest and exchange rates, the ability to negotiate and maintain licensing agreements and relationships with suppliers, is presented in the 2011 Report on the Operations of the Marcolin Group.

Human resourcesAt Marcolin, the value of human resources is considered a critical success factor, and training constitutes an investment in business growth. On December 31, 2011, Marcolin S.p.A. had 591 employees, in the following categories:

Employees - Final numberCategory Dec. 31, 2011 Dec. 31, 2010

Senior managers 11 12Middle Managers 17 18White-collar employees 165 159blue-collar employees 398 381Total 591 570

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Collective bargaining agreementsThe collective bargaining agreement for the trade sector was renewed in terms of salaries in February 2010 and will be in effect until December 31, 2012. In July 2011 the Company’s supplementary contract was renewed until December 31, 2013.

Research and developmentResearch and development activities are carried out by Marcolin S.p.A. through two divisions: the first division works in partnership with licensors to come up with new collections, hone style, research new materials and develop collections related to sunglasses/vision eyewear; the second division, which works closely with the first, handles product development and manufacturing aspects.In 2011 the Company continued with its research and development activities along the same lines of the past.

In 2010, the research, development and innovation project known as “Industria 2015” -- New Technologies for “Made in Italy”, from the District to the Production Line was implemented: Eyewear and industrial innovation, Objective B Area, Project Number MI00153.The purpose of the project is to create a platform to integrate the supply chain that operates on the technical and operational aspects of the companies, which should encourage competitive and technological development of Italian eyewear business systems. The platform should enable events occurring in marketing and in the supply chain to be quickly made known to the entire production process, and any critical issues leading to changes in supply chain planning to be quickly made visible to all interested parties. The platform will also create interactive communications between the various parties in the supply chain. This project envisages total financing of € 14,314,720.75 and total facilities of € 4,732,762.29. Marcolin S.p.A.’s share is € 849,686.49 with a total contribution to expenses of € 233,802.45. In the year, the costs remained within budget.

Related party transactionsRelated party transactions, including intra-Group transactions, cannot be defined as either atypical or unusual, as they are part of the Group companies’ normal business activities. Such transactions take place on an arm’s length basis, taking into account the nature of the goods and services supplied.Detailed information on transactions with related parties, including the disclosures required by the CONSOB Communication of July 28, 2006, is provided in the Notes to the Financial Statements. On November 12, 2010, the Board of Directors adopted a “Procedure for Related Party Transactions,” in compliance with CONSOB Resolution 17221 of March 12, 2010.

Treasury sharesOn December 31, 2011, Marcolin S.p.A. owned 681,000 treasury shares, for a nominal value of € 354,120. The carrying amount, entered at purchase cost, is € 947 thousand. The treasury shares owned by the Company account for approximately 1.10% of Marcolin S.p.A.’s share capital.No Group company owns shares of the parent, Marcolin S.p.A.

Personal data protectionPursuant to Legislative Decree 196/03, known as the “Personal Data Protection Code,” activities were implemented to evaluate the data protection systems of Group companies subject to such legislation. The activities found substantial compliance with the legislative requirements concerning the protection of the personal data processed by such companies, including the preparation of the Security Planning Document.


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Branch officesMarcolin S.p.A. has:- headquarters in Longarone (BL), zona industriale Villanova n. 4;- a logistics center and warehouse in Longarone (BL), zona industriale Villanova n. 20 H;- a showroom and representative office in Milan, Corso Venezia, no. 36;- a former head office in Domegge di Cadore.

Additional events and disclosuresThere are no additional events that could impact the Company’s business performance or alter its financial position, financial performance or cash flows.

Proposed allocation of profitShareholders,The financial statements for the year ended December 31, 2011, which we submit for your approval, show a net profit for the year of € 24,121,851.64 which we propose to allocate as follows:- to the legal reserve, in an amount of €1,206,092.58;- to the shareholders, a total dividend calculated on the basis of € 0.10 per ordinary share owned by shareholders

(hence excluding the Company’s treasury shares) on the ex-dividend date, before statutory deductions;- to carry forward the remaining profit;- to give the dividend a payable date of May 4, 2012, with an ex-dividend date of April 30, 2012.

Longarone; March 14, 2012Chairman of the Board of DirectorsGIOVANNI MARCOLIN COFFEN

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Marcolin S.p.A. Statement of financial position(euro) Note Dec. 31, 2011 Of which due from/to

related partiesDec. 31, 2010 Of which due from/to

related parties

ASSETSNON-CURRENT ASSETSProperty, plant and equipment 5 19,397,145 19,636,021 Intangible assets 6 7,562,428 2,413,118 Goodwill 6 0 0 Investments in associates 7 40,337,365 34,851,365 Deferred tax assets 30 5,977,082 4,900,798 Other non-current assets 8 14,745,600 14,745,600 13,750,257 13,750,257 Total non-current assets 88,019,621 75,551,558

CURRENT ASSETSInventories 9 36,587,180 33,316,849 Trade and other receivables 10 50,426,968 18,321,751 45,937,538 14,828,803 Other current assets 11 155,232 119,457 Cash and bank balances 12 11,344,559 18,140,421 Total current assets 98,513,939 97,514,264

TOTAL ASSETS 186,533,560 173,065,823

EQUITY 13Share capital 31,958,355 31,958,355 Additional paid-in capital 24,517,276 24,517,276 Legal reserve 2,403,414 1,833,145 Other reserves 8,352,961 8,454,205 Retained earnings/(losses) 1,888,306 (2,800,966)Profit/(loss) for the year 24,121,852 11,405,377

TOTAL EQUITY 93,242,163 75,367,393

LIABILITIESNON-CURRENT LIABILITIESMedium/long-term borrowings 14 22,451,757 27,449,871Long-term provisions 15 3,200,065 3,239,549Deferred tax liabilities 30 1,444,147 1,601,300Other non-current liabilities 16 0 0Total non-current liabilities 27,095,970 32,290,720

CURRENT LIABILITIESTrade payables 17 41,038,966 3,123,087 35,995,514 3,903,103Short-term borrowings 18 11,999,998 16,650,253Short-term provisions 19 5,519,780 3,792,849Current tax liabilities 30 2,485,312 3,843,898Other current liabilities 20 5,151,371 5,125,196Total current liabilities 66,195,427 65,407,710

TOTAL LIABILITIES 93,291,397 97,698,429

TOTAL LIABILITIES AND EQUITY 186,533,560 173,065,823


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Income statement (euro) Note 2011 Of which from/

with related parties% 2010 Of which from/

with related parties%

REVENUE 22 142,618,748 45,168,415 100.0% 126,546,583 40,468,688 100.0%

COST OF SALES 23 (72,500,449) (1,801,212) (50.8)% (68,577,822) (1,980,029) (54.2)%

GROSS PROFIT 70,118,299 49.2% 57,968,761 45.8%

Distribution and marketing expenses 24 (50,120,728) (6,439,126) (35.1)% (43,220,566) (4,499,185) (34.2)%General and administration expenses 25 (4,148,201) (2.9)% (8,830,979) (7.0)%Other operating income and expenses: 27

- other operating income 10,523,143 7.4% 12,721,631 10.1%- reversals of impairment losses on equity investments

5,486,000 3.8% 0 0.0%

- other operating expenses (105,766) (0.1)% (389,819) (0.3)%Total 15,903,377 11.2% 12,331,811 9.7%

EBITDA 27,411,117 19.2% 20,077,532 15.9%

OPERATING PROFIT - EBIT 31,752,747 22.3% 18,249,028 14.4%

FINANCIAL INCOME AND COSTS 28

Financial income 2,422,989 254,217 1.7% 2,363,806 205,224 1.9%Finance costs (3,408,218) (2.4)% (3,623,829) (2.9)%TOTAL (985,228) (0.7)% (1,260,023) (1.0)%

PROFIT BEFORE TAXES 30,767,519 21.6% 16,989,005 13.4%

Income tax expense 29 (6,645,667) (4.7)% (5,583,628) (4.4)%

NET PROFIT FOR THE YEAR 24,121,852 16.9% 11,405,377 9.0%

EARNINGS PER SHARE 0.392 0.186

DILUTED EARNINGS PER SHARE 0.392 0.184

Statement of comprehensive income

PROFIT FOR THE YEAR 24,121,852 11,405,377

Net gain/(loss) on hedging instruments entered for cash flow hedges

128,322 182,853

TOTAL COMPREHENSIVE INCOME 24,250,174 11,588,230

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Statement of changes in equity

(euro)Share capital Additional

paid-in capital

Legal reserve

Other reserves

Retained earnings/

(losses)

Profit/(loss) for the year

Total

Jan. 1, 2010 31,958,355 24,517,276 1,775,962 8,227,615 (3,887,445) 1,143,663 63,735,426Profit/(loss) on stock option plan 0 0 0 43,737 0 0 43,737Allocation of 2009 profit 0 0 57,183 0 1,086,479 (1,143,663) 0Total comprehensive income 0 0 0 182,853 0 11,405,377 11,588,230Dec. 31, 2010 31,958,355 24,517,276 1,833,145 8,454,205 (2,800,966) 11,405,377 75,367,393

Jan. 1, 2011 31,958,355 24,517,276 1,833,145 8,454,205 (2,800,966) 11,405,377 75,367,393Profit/(loss) on stock option plan 0 0 0 (229,567) 0 0 (229,567)Dividends distributed 0 0 0 0 (6,145,838) 0 (6,145,838)Allocation of 2010 profit 0 0 570,269 0 10,835,109 (11,405,377) 0Total comprehensive income 0 0 0 128,322 0 24,121,852 24,250,174Dec. 31, 2011 31,958,355 24,517,276 2,403,414 8,352,961 1,888,306 24,121,852 93,242,163


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Cash flow statement Marcolin S.p.A.

(euro) 2011 2010

OPERATING ACTIVITIES Profit/(loss) for the year 24,121,852 11,405,377 Depreciation and amortization 3,360,707 2,999,969 Increase/(decrease) in provisions 4,489,440 4,299,686 Impairment losses/(reversals) of non-current assets 158,358 0Impairment losses/(reversals) of equity investments (5,486,000) 198,129 Non-cash taxes 6,645,667 5,583,628 Unpaid interest expense 1,438,482 763,174 Reversals of impairment losses on receivables (7,973,355) (1,578,584)Adjustments to other non-cash items (5,805,141) (1,631,833)Cash generated by operations 20,950,010 22,039,547

(Increase)/decrease in trade receivables 3,668,918 6,510,912 (Increase)/decrease in other assets 4,125,513 (3,627,917)(Increase)/decrease in inventories (3,261,737) (5,176,720)(Decrease)/increase in trade payables 3,043,453 4,780,740 (Decrease)/increase in other liabilities 26,175 1,141,441 (Use) of provisions (2,448,314) (2,020,383)(Decrease)/increase in current tax liabilities (533,641) (2,970,244)Adjustments to other non-cash items (8,406) (6,912)Income taxes paid (8,695,643) (432,748)Interest paid (1,059,725) (1,487,464)Cash used for current operations (5,143,408) (3,289,295)

Net cash from /(used in) operating activities 15,806,603 18,750,252

INVESTING ACTIVITIES(Purchases) of property, plant and equipment (2,846,088) (8,089,631)Proceeds on disposal of property, plant and equipment 9,090 9,683 (Purchases) of intangible assets (3,592,503) (497,227)(Acquisition)/ disposal of equity investments 0 390,084Net cash from /(used in) investing activities (6,429,501) (8,187,091)

FINANCING ACTIVITIESNet increase/(decrease) in bank borrowings (481,069) (85,251)Loans: - Raised 6,000,000 12,000,000 - Repayments (15,546,058) (16,285,884)Dividends paid (6,145,838) 0Net cash from /(used in) financing activities (16,172,964) (4,371,135)

Net increase/(decrease) in cash and cash equivalents (6,795,862) 6,192,027 Cash and cash equivalents at beginning of year 18,140,421 11,948,395 Cash and cash equivalents at end of year 11,344,559 18,140,421

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Notes to the Separate Financial Statements of Marcolin S.p.A. for the Year EndedDecember 31, 2011

INTRODUCTIONThe explanatory notes set out below form an integral part of the separate financial statements of Marcolin S.p.A. and were prepared in accordance with the accounting documents updated to December 31, 2011. The report on the operations of Marcolin S.p.A. has also been prepared.

1. GENERAL INFORMATIONMarcolin S.p.A. is incorporated under Italian law, listed in the Belluno Companies Register with no. 01774690273 and has shares traded in Italy on the electronic stock exchange (Mercato Telematico Azionario) organized and managed by Borsa Italiana S.p.A.Marcolin S.p.A. is the parent company of the Marcolin Group, which operates in Italy and abroad in the manufacturing and distribution of eyeglass frames and sunglasses.

The addresses of the Company’s headquarters and main operations are listed in the introductory page of this annual report.

Pursuant to Article 2497-bis of the Italian Civil Code, it is reported that Marcolin S.p.A. is not subject to management and coordination activities by any entity, as it is the Parent Company.

2. ACCOUNTING STANDARDSBasis of preparationThe 2011 financial statements have been prepared according to the International Accounting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and approved by the European Union, as Regulation no. 1606 issued by the European Parliament and the European Council in July 2002 provided for the compulsory application of the IAS/IFRS to the consolidated accounts of companies listed on the EU regulated marketed as from 2005. The IFRS include all the revised international accounting standards (IAS) and all the interpretations of the International Financial Reporting Interpretations Committee (IFRIC), the former Standing Interpretations Committee (SIC).The accounting standards used are the same as those used in the previous year. These financial statements were prepared on the basis of the going-concern assumption, using the accrual basis of accounting. The accounts were prepared on the historical cost basis, revised as required for the measurement of some financial instruments, with the exception of some revaluations performed in previous financial years.The currency used in the primary economic environment in which the Group operates (“functional currency”) is the Euro. Due to the fact that the figures are shown in thousands of Euro, differences may emerge due to rounding off.

Financial statement formatIn compliance with CONSOB Resolution 15519 of July 27, 2006 concerning financial statement formats in implementation of Legislative Decree 38, Article 9, paragraph 3 of February 28, 2005, in the preparation of the documents which make up the separate financial statements, Marcolin S.p.A. adopted the following criteria:

- Statement of Financial Position Assets and liabilities are distinguished between current and non-current as envisaged by IAS 1. An asset must be classified as current when it satisfies any of the following criteria:

(a) it is expected to be realized in, or is intended for sale or consumption in, the entity’s normal operating cycle; (b) it is held primarily for the purpose of being traded;


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(c) it is expected to be realized within twelve months after the end of the reporting period; (d) it is cash or a cash equivalent. All other assets are classified as non-current. A liability must be classified as current when it satisfies any of the following criteria:

(a) it is expected to be settled in the entity’s normal operating cycle;(b) it is held primarily for the purpose of being traded;(c) it is due to be settled within twelve months after the end of the reporting period; (d) the entity does not have an unconditional right to defer settlement of the liability for at least twelve months after the

end of the reporting period. All other liabilities are classified as non-current. In accordance with IFRS 5, those assets (and related liabilities) whose book value will be recovered mainly through

sale rather than through continuing use have been classified as “Assets held for sale” and “Liabilities relating to assets held for sale”.

- Income statement Costs are classified by function, stating separately the cost of sales, distribution expenses and administration expenses.

Considering the business sector in which the Company operates, this method is deemed to provide readers with more meaningful and relevant information than the alternative classification of costs by nature. In addition, it was decided to present two separate statements: the Income Statement and the Statement of Comprehensive Income.

- Statement of changes in equity The statement was prepared presenting items in individual columns with reconciliation of the opening and closing

balances of each item of equity.

- Cash flow statement The cash flows from operating activities are presented using the indirect method, since this is considered the most

appropriate approach for the business sector in which the Company operates. Based on this approach, the net profit for the year was adjusted for the effects of non-cash items on operating, investing and financing activities.

Property, plant, and equipment (PP&E)Property, plant, and equipment are recorded at their acquisition or production cost, inclusive of ancillary costs incurred to bring the assets to working condition for their intended use, excluding land and buildings owned by the Parent Company for which the deemed cost model was used on the transition date based on the market value determined through an appraisal performed by a qualified independent appraiser.PP&E are stated net of depreciation and any impairment losses, with the exception of land, which is not depreciated. Costs incurred for routine and/or cyclical maintenance and repairs are recognized directly in the income statement in the period incurred. Costs concerning the extension, renovation or upgrading of owned or leased assets are capitalized to the extent that they can be separately classified as an asset or part of an asset. The carrying value is adjusted by depreciation using the straight-line method calculated on the basis of estimated useful life.If the depreciable asset consists of distinctly identifiable components with useful lives that differ significantly from the other components of the asset, each component of the assets is depreciated separately, adopting the component approach. Profits and losses deriving from the sale of assets or groups of assets are determined by comparing the sale price with the relevant net book value.Capital grants relating to PP&E are recorded as deferred revenues and credited to the income statement over the depreciation period of the assets concerned.Finance costs relating to purchases of fixed assets are charged to the income statement, unless they are directly attributable to the acquisition, construction or production of an asset which justifies capitalizing them.

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Assets held under finance leases are recognized as PP&E against the related liability. The lease payment is broken down into finance cost, recognized in the income statement, and repayment of principal, recognized as reduction of the relevant financial liability.Leases in which the lessor does not transfer substantially all the risks and rewards incidental to legal ownership are classified as operating leases. Lease payments under operating leases are recognized in the income statement on a straight-line basis over the lease term.

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, using the depreciation rates listed below:

CATEGORY RATE

buildings 3%Light structures 10%General-purpose machinery 10%General-purpose plastic machinery 10%Depreciable equipment 40%Special-purpose machines 16%Special-purpose plastic machines 15.5%Office furniture and furnishings 12%Exhibition stands 27%Electronic machines 20%Non-instrumental vehicles 25%Instrumental vehicles 20%

Intangible assetsIntangible assets consist of controllable, non-monetary assets without physical substance that are clearly identifiable and able to generate future economic benefits. These assets are recognized at purchase and/or production cost, inclusive of directly attributable expenses to bring the asset to working condition for its intended use, net of accumulated amortization (except for those assets with an indefinite useful life) and any impairment losses. Amortization commences when the asset is available for use and is systematically distributed over the asset’s useful life.If there any indication that the assets have suffered impairment losses, the recoverable amount of the asset is estimated and any impairment loss is charged to the income statement. If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the net carrying value that the asset would have had if there had been no impairment loss and if the asset had been amortized, recognizing the reversal of the impairment loss as income immediately.

GoodwillGoodwill is the excess of the cost of acquisition over the current value (“fair value”) of the assets acquired. Goodwill is not amortized, but it is subjected to annual impairment testing, unless there are specific indications making interim testing necessary, to determine whether the goodwill has suffered an impairment loss. Profits and losses deriving from the sale of assets to which the goodwill refers are determined considering the value of the relevant goodwill.

Trademarks and licensesTrademarks and licenses are recognized at cost. They have a finite useful life and are recognized at cost less accumulated amortization. Amortization is calculated on a straight-line basis so as to allocate the cost of trademarks and licenses over their remaining useful lives.


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If, aside from amortization, impairment should emerge, the asset is written down accordingly; if the reasons for the write-down cease to exist in future financial years, the carrying amount of the asset is increased to the net carrying value that the asset would have had if there had been no impairment loss and if the asset had been amortized.Trademarks are amortized on a straight-line basis over their estimated useful lives, ranging from 15 to 20 years.

SoftwareSoftware licenses acquired are capitalized on the basis of the costs incurred for their purchase and the costs necessary to make them serviceable. Amortization is calculated on a straight-line basis over their estimated useful lives (from 3 to 5 years). Costs associated with software development and maintenance are recognized as costs in the period incurred. The direct costs include the cost of the employees who develop the software.

Research and development costsResearch and development costs for new products and/or processes are recognized as an expense in the period incurred if the conditions for their capitalization under IAS 38 are not present.

Impairment of tangible and intangible assetsIf specific indications of a loss in value are present, tangible and intangible assets are tested for impairment.For the purposes of impairment testing, goodwill is allocated to the smallest cash generating units (CGUs) that it is possible to identify and compared with operating cash flows discounted to present value generated by such units. The recoverable value of the asset is estimated and compared with its net carrying value. If an asset’s recoverable value is less than its carrying value, the carrying value is reduced to its recoverable value. This reduction is an impairment loss, which is recognized as an expense immediately.For assets that are not subject to depreciation and amortization and for intangible assets not yet available for use, impairment testing is performed at least annually, irrespective of the presence of specific indicators.The requisites and approach applied by the Company for restoring the value of an asset previously written down, excluding that of goodwill, which cannot be written back, are those envisaged by IAS 36 (Impairment of Assets).

Financial derivativesDerivative financial instruments are used only with the intention of hedging, in order to reduce the Company’s exposure to exchange rate and interest rate risks. All financial derivatives are measured at fair value, in compliance with IAS 39. Under IAS 39, financial derivatives qualify for hedge accounting only if at the inception of the hedge there is formal designation and documentation of the hedging relationship, the hedge is expected to be highly effective, the effectiveness of the hedge can be reliably measured and the hedge is highly effective throughout the financial reporting periods for which the hedge was designated.If the hedge is effective, the following accounting policies apply:Fair value hedge – If a financial derivative is designated as a hedge of the exposure to changes in fair value of a recognized asset or liability that is attributable to a particular risk and could affect profit or loss, the gain or loss from remeasuring the hedging instrument at fair value is recognized in the income statement. The hedged item is adjusted to the fair value for the portion of risk hedged, and the adjustment is recognized in profit or loss. Cash flow hedge – If a financial derivative is designated as a hedge of the exposure to variability in future cash flows of a recognized asset or liability, the effective portion of changes in fair value of the financial derivative is recognized directly in equity. The cumulative gain or loss is reclassified from equity into profit or loss in the period in which the hedged transaction is recognized. The profit or loss associated with a hedge (or part of a hedge) that has become ineffective is entered in the income statement immediately. If a hedged instrument or a hedging relationship is terminated, but the hedged transaction has not occurred yet, the cumulative gain or loss that has remained recognized in equity from the period when the hedge was effective is reclassified into profit or loss when the forecast transaction occurs. If the forecast transaction is no longer expected to occur, the related cumulative gain or loss that has remained recognized in equity is

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immediately recognized in the income statement. If hedge accounting cannot be applied, the gains or losses arising on changes in the fair value of the financial derivative are recognized immediately in the income statement.

InventoriesInventories are stated at the lower of average purchase or production cost and the corresponding estimated realizable value based on market prices. Estimated realizable value represents the estimated selling price in normal market conditions less all direct selling costs.Purchase cost was adopted for products purchased for resale and for materials directly or indirectly used, purchased and used in the production process, whereas production cost was adopted for finished and semi-finished products.Purchase cost is determined on the basis of the cost actually incurred, inclusive of directly attributable ancillary costs, including transport and customs expenses less trade discounts.Production cost includes the cost of materials used, as defined above, and all directly and indirectly attributable manufacturing costs.Obsolete and slow-moving inventories are written down to reflect their useful life or realizable value.

Financial assets – Receivables and borrowingsTrade receivables, current financial receivables and other current receivables with a fixed payment term, excluding those assets arising on financial derivatives and all financial assets for which prices on an active market are unavailable and whose fair value cannot be determined reliably, are stated at amortized cost calculated using the effective interest method. Financial assets with no fixed payment term are valued at cost. Receivables maturing after more than a year, not accruing interest or accruing interest below market rates, are discounted using market rates and are stated as non-current assets. Reviews are carried out regularly to determine the presence of any objective evidence that the financial assets taken individually or within a group of assets may have suffered an impairment loss. If such evidence exists, the impairment loss is shown as a cost in the income statement for the period. Trade receivables are adjusted to their realizable value by means of a provision for irrecoverable amounts when there are objective indications that the Company will not be able to collect the receivable at its original value.

Cash and bank balancesCash and bank balances include cash, demand deposits at banks, and other highly liquid short-term investments, i.e. with an original duration of up to three months, and are stated at the amounts actually on hand at the year end.

Assets held for sale and related liabilitiesThese items include non-current assets (or disposal groups of assets and liabilities) whose carrying value will be recovered mainly through sale rather than through continuing use. Assets held for sale (or disposal groups) are recognized at the lower of their net carrying value and fair value less costs to sell.If these assets (or disposal groups) should cease to be classified as assets held for sale, the amounts are neither reclassified nor resubmitted for comparative purposes with the classification in the most recently presented Statement of Financial Position.

EquityShare capitalShare capital consists of the subscribed and paid-up capital. Transaction costs of new share issues are classified as a direct reduction of equity after deferred taxes.

Treasury sharesTreasury shares are shown as a deduction of equity. The original cost of treasury shares and revenues arising on subsequent sale are recognized as changes in equity. The nominal value of the treasury shares owned is directly deducted from share


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capital, while the value exceeding the nominal value is used to reduce the treasury share reserve included in the retained earnings/ (losses) reserves.

Employee benefitsEmployee benefits paid upon or subsequent to termination of employment under defined-benefit plans (“T.F.R.”, the Italian employee severance indemnity system) are recognized when the right to such benefits accrues. Liabilities relating to defined-benefit plans are calculated using actuarial valuations and are accounted for on an accruals basis consistently with the employee service required to obtain the benefits concerned. The actuarial valuations were performed by independent experts.Actuarial gains and losses are recognized in the income statement regardless of their value, without using the corridor approach.The employee severance indemnity provision, a peculiarity of Italian entities, is consistent with the definition of defined benefit plans. On January 1, 2007, applicable only to companies with at least 50 employees, the 2007 Financial Law (Law 296 of December 27, 2006 and related enactment decrees) brought significant changes to employee severance indemnity regulations, including the possibility of the employee to choose how to allocate accruing benefits. Accruing severance pay may be assigned by the employee to selected pension funds or kept within the company (in the latter case the company will pay the severance pay contributions into a treasury account held at the INPS).Pursuant to these changes, the amounts accrued exclusively before January 1, 2007 (and not yet disbursed at the end of the reporting period) refer to a defined benefit plan, whereas amounts accruing after this date refer to a defined contribution plan.The regulatory changes led to variations in the actuarial assumptions used for measuring liabilities regarding provisions accrued until December 31, 2006.The curtailment effect was recorded in 2007, the year in which the accounting effects of the new legislation were recognized for the first time.

Provisions for risks and chargesProvisions for risks and charges consist of allowances for present obligations (either legal or constructive) toward third parties that arise from past events, the settlement of which will probably require an outflow of financial resources, and the amount of which can be estimated reliably.Provisions are stated at the discounted best estimate of the amount the company should pay to settle the obligation or to transfer it to third parties as at the reporting date.Changes in estimates are reflected in the income statement of the period in which the change occurs.Risks for which the emergence of a liability is only possible are identified in the section relating to commitments and guarantees without making any allowances for them.

Trade and other non-financial payablesPayables with settlement dates that are consistent with normal terms of trade are not discounted to present value and are recorded at their face value.

Financial liabilitiesBorrowings are initially recognized at cost, corresponding to the liability’s fair value less transaction costs. They are subsequently measured at amortized cost; any difference between the amount financed (net of transaction costs) and the nominal value is recognized in the income statement over the life of the loan, using the effective interest method. If there is a change in the anticipated cash flows and management is able to estimate them reliably, the value of borrowings is recalculated to reflect such changes.Loans are classified among current liabilities if they mature in less than 12 months after reporting date and if the Company does not have an unconditional right to defer their payment for at least 12 months.

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Loans are derecognized when they are extinguished or when all risks and costs associated with them have been transferred to third parties.

Revenues and incomeRevenues are measured at their fair value net of returns, sales, discounts, allowances, and bonuses.The Company recognizes sales revenues when all risks and rewards of ownership of the goods are effectively transferred to customers according to the terms of the sales agreement. These revenues are recognized net of an allowance representing the best estimate of lost margin due to any product returns from customers. This allowance is based on past experience.Revenues from services are recognized by reference to the state of completion of the transaction at the reporting date.Interest income is accrued on a time basis by reference to the effective interest rate applicable to the related asset.Dividends are recognized when the shareholder’s rights to receive payment are established. This normally occurs when the dividend distribution resolution is approved at the Shareholders’ Meeting.

ExpensesExpenses are recognized according to the matching principle on an accruals basis.

Financial income and costsInterest is recognized on an accruals basis using the effective interest method, i.e. using the interest rate that makes all inflows and outflows of a specific transaction financially equivalent.

Translation of foreign currency amountsTransactions in currency other than the Euro are translated to the local currency using the exchange rates in force on the transaction date. Foreign exchange differences arising in the period are recognized in the income statement.Foreign currency receivables and payables are adjusted to the exchange rate in force on reporting date, recognizing the profit or loss arising on exchange as financial income or costs in the income statement.

Income tax expenseIncome taxes are stated in the income statement, except for those regarding items recognized directly in equity, for which the tax effect is also recognized directly in equity.Deferred taxes are calculated based on the temporary differences generated between the value of the assets and liabilities in the financial statements and the value attributed to those assets/liabilities for tax purposes.Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realized.Deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences may be utilized. The carrying value of deferred tax assets is reviewed at the end of each reporting period and, if necessary, is reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered. Any such reductions are reversed if the conditions causing them should cease to exist.Other taxes not relating to income, such as property and equity taxes, are included in business accounts.

Recognition of revenuesRevenues are stated net of returns, discounts, vouchers, bonuses and taxes directly connected with the sales of goods and supply of services.Sales revenues are recognized when the Company has transferred the significant risks and rewards of ownership of the goods and the amount of revenue can be measured reliably. Financial income is recognized on a time basis.


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Seasonality of revenuesSales in the eyewear sector are mainly concentrated in the first half of the year.

NEW IFRS AND IFRIC INTERPRETATIONSIn 2011 no new accounting standards affecting the Company’s financial statements entered into force. The Company did not opt for early adoption of any accounting standards that have been issued but are not effective yet. Below is a list of new accounting standards and other accounting standards which could have been adopted early, none of which affected or are applicable to these financial statements.

Accounting standards, amendments and interpretations that became effective on January 1, 2011 but were not significant for the Company

DOCUMENT Issuance date

Effective date

Amendment to IAS 32 - Classification of Rights Issues Oct-09 Feb-10Amendment to IFRIC 14 - Prepayments of a Minimum Funding Requirement Nov-09 Jan-11IFRIC 19 - Extinguishing Financial Liabilities with Equity Instruments Nov-09 Jul-10

Amendments to IFRS 1 and IFRS 7 - Limited Exemption from Comparative Disclosure Requirements of IFRS 7 for First-time Adopters

Jan-10 Jul-10

IAS 24 (revised in 2009) - Related Party Disclosures Nov-09 Jan-11

Improvements to IFRSs (2010)May-10 Jul-10

Jan-11

Accounting standards and amendments not applicable yet and not adopted early by the Company

DOCUMENT IASB issuance date

Effective date

Standards and InterpretationsIFRS 10 - Consolidated Financial Statements May-11 Jan-13IFRS 11 - Joint Arrangements May-11 Jan-13IFRS 12 - Disclosures of Interests in Other Entities May-11 Jan-13IFRS 13 - Fair Value Measurement May-11 Jan-13IAS 27 - Separate Financial Statements May-11 Jan-13IAS 28 - Investments in Associates and Joint Ventures May-11 Jan-13IFRIC 20 - Stripping Costs in the Production Phase of a Surface Mine Oct-11 Jan-13Amendments Deferred tax: Recovery of Underlying Assets (Amendments to IAS 12) Dec-10 Jan-12

Severe Hyperinflation and Removal of Fixed Dates for First-Time Adopters (Amendments to IFRS 1)

Dec-10 Jan-11

Presentation of Items of Other Comprehensive Income (Amendments to IAS 1) Jun-11 Jul-12Amendments to IAS 19 - Employee benefits Jun-11 Jan-13

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3. FINANCIAL RISK FACTORSMarket risksManagement of financial risks is performed based on strategies to cover specific areas, i.e. hedging of foreign exchange risks (especially with the U.S. dollar) and of risks deriving from fluctuations of interest rates.The Company uses some derivative instruments to minimize the impact of such risks on its results. In keeping with its strategy, the Company undertakes derivative transactions solely for hedging purposes. If, however, such transactions do not meet all the conditions necessary to qualify for hedge accounting laid down in IAS 39, they are not accounted for as hedging transactions.

Currency riskThe Company operates on an international level and so is exposed to foreign exchange risk (particularly as regards the US dollar). The Company uses internal facilities to check and monitor fluctuations in the balances of its various foreign currency items in order to evaluate whether to apply hedges through dealings on the derivatives market.This method makes it possible to maintain a substantial balance of the main currency positions. According to the sensitivity analysis performed, a change in exchange rates should not significantly impact the Company’s financial statements.The Company has a specific policy in place for managing currency risk.

Details of the hedging contracts in place on the reporting date are as follows.

Currency hedges (euro/000)

Type Financial institution Notional USD Currency Maturity date Mark to Market EUR

Currency forward purchase Veneto banca 1,200 USD March 30, 2012 58Currency forward purchase Veneto banca 5,000 USD Dec. 31, 2012 356

The Company decided to partially hedge its U.S. dollar requirements. In fact, the Company is mainly exposed to the U.S. dollar regarding purchases of finished and semi-finished products from suppliers in the Far East, net of the cash flows from sales conducted on the U.S. market. The derivative instruments in place on December 31, 2011 have a positive fair value of € 414 thousand, accounted for as “other receivables” in the financial statements.

Interest rate sensitivity analysisFor the currency derivatives , the potential decrease in the fair value of the currency forwards held by the Company as at December 31, 2011, due to a hypothetical and immediate adverse change of 10% in the Euro-to-U.S. Dollar exchange rate (depreciation of the US Dollar), would be € 441 thousand (€ 117 thousand in 2010). Conversely, the potential increase in fair value arising on appreciation of the U.S. Dollar would be € 522 thousand (€ 790 thousand in 2010).

Interest rate riskInterest rate risk breaks down into fair value risk and cash flow risk.The Company is exposed predominantly to cash flow risk originating from loans at variable interest rates. The section describing liquidity risk provides a quantitative analysis of the Company’s exposure to cash flow risk relating to interest rates on loans.Notes 14 and 18 provide information regarding outstanding loans.The Company manages interest rate risk by using derivatives, usually interest rate swaps, which allow for reducing the variability in interest rates.


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Details of the derivative contracts as at the reporting date are as follows.

Interest rate hedge (euro/000)

Type Financial institution Notional Currency Maturity date Mark to Market

Interest Rate Swap Efibanca 1,500 EUR June 27, 2012 (23)

The interest rate derivatives as at December 31, 2011 had a negative fair value of € 23 thousand, recognized in the financial statements as amounts due to banks within twelve months, included with short-term bank borrowings.

Interest rate sensitivity analysisInterest rate sensitivity analysis was performed, assuming 50 basis point parallel and symmetric shifts of the Euribor - Eurirs yield curves, published by provider Reuters related to December 31, 2011. In this manner, the Company determined the impact that such changes would have on the income statement and on equity. The sensitivity analysis did not include financial instruments that are not exposed to significant interest rate risk, such as short-term trade receivables and trade payables. Interest on bank borrowings was recalculated using the above assumptions and the investment position in the year, recalculating the higher/lower annual financial costs.

For interest rate derivatives, the interest pertaining to the year was recalculated based on the foregoing assumptions. At year end, derivative contracts were measured at their fair value using interest rate curves modified on the basis of the foregoing assumptions. For the cash flow hedge, the gain or loss from remeasuring at fair value is recognized in a specific equity reserve, assuming that the hedging relationship is highly effective.

For cash and bank balances, the average balance for the period was calculated using the values in the financial statements at the beginning and end of the year. The effect on the income statement of a 50 basis point increase/decrease in the interest rate from the first day of the period was calculated on the amount thus determined.

According to the sensitivity analysis performed on the basis of the above criteria, the Company is exposed to interest rate risk on its expected cash flows. If interest rates should rise by 50 basis points, a loss of € 172 thousand would result (€ 191 thousand in 2010) caused primarily by an increase in the finance costs associated with bank borrowings, which would only partly be offset by an improved interest margin on derivatives and higher interest income on cash and bank balances. Conversely, equity would remain substantially the same (whereas in 2010 it would have improved by € 22 thousand euros), due to the remeasurement of the cash flow hedge, which is however close to its maturity date and thus rather insensitive to changes in the market interest rate curve.

If interest rates should fall by 50 basis points, a gain of € 172 thousand would result (€ 191 thousand 2010) caused primarily by a decrease in finance costs associated with bank borrowings, which would only partly be offset by a worse interest margin on derivatives, losses on derivatives held for trading and lower interest income on cash and bank balances. Even in this case, equity would remain substantially the same (whereas in 2010 it would have decreased by € 21 thousand) since the cash flow hedge is close to its maturity date.

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Credit riskThe Company does not have a significant concentration of credit risk. Receivables are recognized net of writedowns for risk of counterparty default, calculated based on available information regarding the customer’s solvency and statistical records.Guidelines have been implemented for managing customer credit to ensure that sales are conducted only with reasonably reliable and solvent parties, and differentiated credit exposure ceilings are set.Receivables are set forth below by the main areas in which the Company operates.

Trade and other receivables by geographical area Dec. 31, 2011 Dec. 31, 2010(euro/000)

Italy 18,045 19,578Rest of Europe 15,821 15,216North America 4,551 1,379Rest of World 12,010 9,765Total 50,427 45,938

Liquidity riskPrudent management of liquidity risk entails keeping a sufficient level of liquidity and having sources of funding available by means of adequate credit lines. Due to the dynamic nature of its business, the Company prefers the flexibility of obtaining funding through the use of credit lines. At present, based on its available sources of funding and credit lines, the Company considers its access to funding to be sufficient for meeting the financial requirements of ordinary operations and for the investments planned. The types of credit lines available and the base rate on the reference date are reported in Note 19.

Liquidity analysisLiquidity analysis was performed on loans, derivatives, and trade payables. Borrowings were specified by time period for principal repayments and non-discounted interest. Future interest amounts were determined using forward interest rates taken from the spot-rate curve published by Reuters at the end of the reporting period.For derivatives, the expected cash flows were used based on the same market variables.None of the cash flows included in the table were discounted.

Fair value measurement of loansFor the fair value measurement of loans, future cash flows were estimated using implicit forward interest rates from the yield curve of the measurement date, and the latest Euribor fixing was used to calculate the current coupon.The values calculated in this manner were discounted based on discount factors related to the different maturities of such cash flows.

Fair value measurement of derivativesThe derivatives used by the Company are classified as OTC (over-the-counter) instruments, so they have no public price available on official exchange markets. Discounted cash flow models were used to measure these derivatives.


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Financial payables(euro/000)

Loans Derivatives Trade payables Total

within 3 months 1,817 (1,222) 34,512 35,107from 3 to 6 months 8,237 (1,142) 1,323 8,418from 6 to 12 months 7,574 (2,297) 161 5,438from 1 to 3 years 16,321 24 0 16,345from 3 to 5 years 8,740 0 0 8,740after 5 years 4,997 0 0 4,997Total as at Dec. 31, 2010 47,687 (4,637) 35,996 79,045

within 3 months 2,013 (1,222) 40,468 41,259from 3 to 6 months 6,767 (1,055) 570 6,282from 3 to 12 months 4,138 (2,118) 1 2,021from 1 to 3 years 16,114 0 0 16,114from 3 to 5 years 4,405 0 0 4,405after 5 years 3,460 0 0 3,460Total as at Dec. 31, 2011 36,897 (4,395) 41,039 73,541

4. USE OF ESTIMATES The preparation of consolidated financial statements requires management to make estimates that could affect the carrying value of some assets, liabilities, income and expenses, and disclosures concerning contingent assets and liabilities at the reporting date.Estimates were used mainly to determine the recoverability of intangible assets, the useful lives of tangible assets, market values used to evaluate impairment, the value of investments in subsidiaries and associates, the recoverability of receivables (including deferred tax assets), the valuation of inventories and the recognition or measurement of provisions. The estimates and assumptions are based on data reflecting currently available information.The estimates and assumptions involving a significant risk of changes in the carrying values of assets and liabilities are:

- Writedowns of non-current assetsUnder the accounting standards and policies applied by the Company, non-current assets are reviewed to determine whether they have suffered impairment losses, when there is indication that the net carrying value of those assets exceeds their recoverable value. Recoverable value is the greater of fair value (net of selling costs) and value in use. Recoverable values are calculated based their value in use. These calculations require using estimates of future performance, the discount rate and the prospective growth rate to be applied to the forecast cash flows. If indication of impairment exists, management is required to perform subjective evaluations based on information available within the Company and on the market, and based on the management’s knowledge. The Company calculates potential impairment using the valuation techniques it considers to be the most appropriate. Proper identification of indication of impairment and estimates of potential impairment are dependent on factors that may vary over time, affecting the measurements and estimates made by management.

- Deferred tax assetsRecognition of deferred tax assets is based on expectations of profits in future financial years. Estimates of expected profits for the purpose of deferred tax asset recognition are dependent on factors that may vary over time and significantly affect estimates of deferred tax assets.

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5. PROPERTY, PLANT, AND EQUIPMENTThe composition of and changes in the items for the past two years are set forth below:


Land and buildings

Plant and machinery


Other PP&E


and advances

Total

Net value at beginning of 2010 6,849 2,163 1,495 1,253 2,451 14,210 Increases 3,689 2,557 814 974 55 8,090Decreases (7) 0 0 (3) 0 (10)Depreciation (413) (749) (1,064) (428) 0 (2,654)Reclassifications 1,956 479 11 0 (2,446) 0Net value at end of 2010 12,075 4,450 1,255 1,796 60 19,636

Net value at beginning of 2011 12,075 4,450 1,255 1,796 60 19,636 Increases 492 1,160 843 344 7 2,846Disposals and use of accum. depreciation (9) 0 0 0 0 (9)Depreciation (496) (964) (941) (516) 0 (2,918)Impairment (158) 0 0 0 0 (158)Reclassifications 34 15 6 0 (55) 0Net value at end of 2011 11,938 4,661 1,163 1,624 12 19,397

The investments of the year totaled € 2,846 thousand (€ 8,090 thousand in 2010) and were made for:- the purchase of systems and machines for € 1,160 thousand;- the purchase of industrial and commercial equipment for € 843 thousand;- the purchase of IT equipment and office furniture, included in other PP&E, totaling € 344 thousand;- the completion of the new logistics center in Longarone for € 314 thousand. This building enabled centralizing the

Group’s shipping activities, thus improving the logistics service and customer service, and raising productive capacity; an additional € 162 thousand was used to restructure the external area of the main offices.

Property was appraised at the end of the year by an independent appraiser. According to the appraisal, the fair value of the building in Domegge di Cadore (the former location of Marcolin S.p.A.’s head offices) was € 158 thousand less than its carrying value, so the latter value was written down accordingly.

The undepreciated values of property, plant and equipment and their accumulated depreciation as at December 31, 2011 are shown in the following table:


Land and buildings

Plant and machinery


Other PP&E


and advances

Total Dec. 31, 2011

Undepreciated value 18,516 16,598 16,531 6,738 12 58,395Accumulated depreciation (6,578) (11,937) (15,369) (5,114) (38,998)Net value 11,938 4,661 1,163 1,624 12 19,397


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6. INTANGIBLE ASSETS The composition of and changes in this item are set forth below:

Intangible assets (euro/000)


property rights


trademarks


and advances

Total

Net value at beginning of 2010 564 1,698 10 2,272 Increases 173 0 324 497 Amortization (245) (111) 0 (627)Net value at end of 2010 492 1,588 334 2,413

Net value at beginning of 2011 492 1,588 334 2,413 Increases 121 5,000 463 5,584 Amortization (334) (101) 0 (435)Reclassifications 324 0 (324) 0Net value at end of 2011 603 6,487 473 7,562

In the year investments of € 5,584 thousand were made (€ 497 thousand in 2010) mainly with respect to costs incurred to renew licenses. Such costs were capitalized as intangible assets under IAS 38 on the basis of their future economic life.

On December 31, 2011 there were no intangible assets with an indefinite useful life or amounts recognized as goodwill.

The purchase cost and accumulated amortization of the intangible assets deducted directly from the cost are shown in the following table:

Intangible assets (euro/000)

Patent and intellectual property rights

Concessions, licenses, trademarks

Intangible assets under formation and advances

TotalDec. 31, 2011

Unamortized value 5,915 7,316 473 13,704Accumulated amortization (5,312) (829) (6,141)Net value 603 6,487 473 7,562

“Concessions, licenses and trademarks” includes the Web trademark. This asset, which was obtained in November 2008 and whose purchase price was determined by an independent appraiser, since the transaction was conducted with a related party, is amortized. The amortization is applied over an estimated useful life of 18 years. The value as at December 31, 2011 was tested for impairment on the basis of the Group’s plans for the development and margins of Web brand collections. According to the test results, no impairment losses are present for the Web trademark. The criteria used to carry out the impairment tests are described in the following Note on investments in subsidiaries and associates.

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7. INVESTMENTS IN SUBSIDIARIES AND ASSOCCIATESThe investments in subsidiaries and their changes for the year are reported below:

Subsidiaries(euro/000)

Dec. 31, 2010 Impairment losses

Impairment reversals

Dec. 31, 2011

Marcolin (Germany) GmbH 1,469 0 0 1,469Marcolin (UK) Ltd 1,029 0 0 1,029Marcolin Iberica SA 826 0 0 826Marcolin GmbH (Switzerland) 0 0 84 84Marcolin Portugal Lda 414 0 0 414Marcolin benelux Sprl 495 0 0 495Marcolin do brasil Ltda 3,540 0 0 3,540Marcolin Usa Inc 25,373 0 4,479 29,852Marcolin France Sas 1,346 0 923 2,269Marcolin International bV 0 0 0 0Total 34,492 0 5,486 39,978

With respect to certain cash generating units (CGU) referring to subsidiaries, calculated on the basis of performance indicators, the Company performed impairment testing based on the determination of enterprise value, which was calculated by estimating the anticipated cash flows of the investees (value in use). Pursuant to the impairment test, the values of the investments were adjusted as follows:

- for Marcolin France S.a.s., impairment of € 923 thousand was reversed;- for Marcolin U.S.A. Inc., impairment of € 4,479 thousand was reversed;- for Marcolin Gmbh, impairment of € 84 thousand was reversed.

The reversals consist of a partial elimination of previous writedowns of the investment values, due to losses reported by the companies, which had been considered to represent impairment of the companies. Due to the profits reported recently by the companies and the expectations of profit included in their budget projections, the impairment losses are considered to be at least partially recovered. Accordingly, the original carrying values are partially restored in the financial statements for the year ended December 31, 2011.

An additional allowance of € 96 thousand was entered for the Dutch subholding, Marcolin International BV, for the provision to € 942 thousand, to represent Marcolin S.p.A.’s commitment to cover the losses reported by the investee, taking into account the value in use of the equity investments held by the Dutch company. Information on the investments in associates is shown below.

Associates(euro/000)

Dec. 31, 2010 Impairment losses

Impairment reversals

Dec. 31, 2011

Finitec Srl in liquidation 258 0 0 258Macolin Japan Co Ltd in liquidation 101 0 0 101Total 359 0 0 359


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Investments in associates(euro/000)

Finitec S.r.l. in liquidation - Share capital € 54,080 Dec. 31, 2011 Dec. 31, 2010Assets 1,043 1,967 Liabilities 183 681 Equity 860 1,286 Revenue 318 1,271 Profit/(loss) for the year (427) (109)% ownership 40% 40%

Marcolin Japan Co. Ltd. in liquidation - Share capital JPY 99,000,000 Dec. 31, 2011 Dec. 31, 2010Assets 1,374 3,334 Liabilities 2,076 3,082 Equity (702) 252Revenue 2,185 3,863 Profit/(loss) for the year (895) (39)% ownership 40% 40%

The investment in the two associates is carried at cost, less any impairment losses. There were the following changes with respect to December 31, 2010:- Finitec S.r.l, which supplied galvanic and dye treatments for eyewear mainly to the Company, went into liquidation in

May 2011; the liquidation procedure is currently underway and the value of the investment as at December 31, 2011 reflects all foreseeable costs according to the information available.

- Marcolin Japan Co. Ltd, which marketed eyeglass and sunglass frames on the Japanese market, went into liquidation in September 2011; the liquidation procedure should be completed in the short term without any additional costs for the Company, besides those already provided for in 2011.

Impairment test structureImpairment testing, under IAS 36, is performed at least annually for intangible assets with an indefinite useful life. Other types of assets are tested when there is external or internal indication that those assets have suffered an impairment loss. The separate financial statements do not include any non-current assets with an indefinite life. In the preparation of the 2011 annual financial statements, no indications of impairment losses emerged for property, plant and equipment except regarding the property in Domegge di Cadore, which is currently only partially used as a warehouse and is no longer is used for production. Given the current market conditions, management decided to obtain an updated appraisal of such property in order to evaluate whether it had suffered an impairment loss. The carrying value of the property was consequently adjusted to the appraisal value by means of a writedown of € 158 thousand (Note 5).

With reference to the Web trademark, updated forecast data prepared by management was used over a medium-term timescale. Forecasts were prepared for the residual period of amortization of the asset, using assumptions held to be prudent that reflect the expected brand life cycle and, in particular, a decrease in volumes, margins and investments after the development phase expected in the medium term.A rate of 8.90%, net of the tax effect, was used to discount the cash flows, which reflects current market valuations of the cost of money and of the specific risks associated with the Italian market, in which the sales primarily take place.According to the test results, no impairment losses are present.

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When there was indication that investments in subsidiaries and associates recognized in the separate financial statements had suffered an impairment loss, it was deemed appropriate to verify whether any impairment was present. In such cases it was deemed opportune to estimate the value in use of the CGU identified with the subsidiary, based on the parameters specified below.

The value in use, which is compared with the carrying value of the investments, was estimated based on future cash flows determined consistently with the Group’s economic and financial forecasts for the year 2012. Given the uncertainty that continues to characterize the current macroeconomic situation, management decided to limit the forecasts to a single year. The approved budget for 2012 takes into account the current economic crisis. However, the estimates are based on evaluations regarding future events that could occur with results differing from expectations, possibly causing even significant deviations from the forecasts.Value in use was calculated as the sum of the present value of cash flows expected in 2012 and the terminal value determined on the basis of the data projections available, adjusted as necessary to take into account normalization effects in order to estimate a balanced cash flow. Due to the general uncertainty present, it was considered prudent to use a growth rate of zero in determining the terminal value. For discounting the cash flows, a rate diversified by CGU was used to fully reflect current market valuations of the cost of money and of the specific operational risk, including country risk. The discount rates used range from 6.11% to 13.85%, net of taxes.Furthermore, three types of sensitivity analyses were carried out on the impairment tests, simulating, respectively, a growth rate change from zero to 1% and a change in discount rate of 0.5%, 1% and 1.5%.

According to the impairment test results, due to the profits reported recently by the companies and the expectations of profit included in their budget projections for 2012, some writedowns were no longer necessary. In these cases the impairment was reversed within the limits of restoring the value to original cost, to the extent described previously. No need for writedowns of investments in subsidiaries and associates emerged from the impairment tests and sensitivity analyses.

8. OTHER NON-CURRENT ASSETSThe balance of other non-current assets is € 14,746 thousand, compared to € 13,750 thousand as at December 31, 2010. It consists of loans of € 14,679 thousand granted to subsidiaries and € 66 thousand granted to associates.The loans granted to subsidiaries are as follows:- € 5,188 thousand to Marcolin U.S.A. Inc.;- € 4,335 thousand to Marcolin International BV;- € 5,157 thousand to Marcolin France S.a.s.

The loans due from Marcolin France S.a.s. had been recognized in previous periods and were fully written down pursuant to the waiver to settle the company’s losses. Given the profits reported recently and the outlook prepared by management for the next few years, it is currently considered likely that such accounts will be entirely recovered, so the writedowns were fully reversed. Indeed, in early 2012 the Company received a repayment of € 2,139 thousand from the investee after having received repayments totaling € 1,579 thousand in 2011.

In 2011 Marcolin Switzerland paid off a loan from Marcolin S.p.A. that had been € 2,798 thousand on December 31, 2010, using proceeds from the sale of property.

In accordance with EEC IVth Directive 78/660 Article 43, paragraph 1 no. 13, it is confirmed that as at December 31, 2011 the accounts did not include any loans to members of administrative, management, or control bodies, and nor any


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commitments undertaken as guarantees to any members of administrative, management, or control bodies, directors or statutory auditors.

9. INVENTORIESDetails of inventories are shown below.

Inventories Dec. 31, 2011 Dec. 31, 2010(euro/000)

Finished products 30,900 24,342Raw materials 12,227 11,980Work in progress 8,047 10,965Gross inventories 51,174 47,287Inventory impairment provision (14,587) (13,970)Net inventories 36,587 33,317

From the prior reporting date, inventories rose by € 3,270 thousand (net of the related provision) due largely to greater purchases made near the end of the year to produce collections that were presented in the initial months of the current year.

In detail:- the value of finished products rose by € 6,558 thousand;- the value of raw materials remained substantially consistent;- work in progress declined by € 2,918 thousand

The inventory provision rose by € 617 thousand.

10. TRADE AND OTHER RECEIVABLESThe details of trade and other receivables are as follows:

Trade and other receivables Dec. 31, 2011 Dec. 31, 2010(euro/000)

Gross receivables 51,428 50,732Provision for doubtful debts (2,398) (5,206)Net trade receivables 49,031 45,526Tax receivables 828 227Other receivables 569 184Total other receivables 1,396 411Total 50,427 45,938

The total balance rose by € 696 thousand during the year, at a lower rate than the increase in sales, with a reduction of the average collection period as a result of the constant focus on credit management.

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The amount of receivables stated in the financial statements was not discounted, since there are no long-term receivables or receivables due beyond the short term with the exception of the receivable due from Marcolin France, as shown below.

For the purpose of providing the disclosures required by IFRS 7, the trade receivables due are set forth below by geographical area:

Trade receivables by geographical area Dec. 31, 2011 Dec. 31, 2010(euro/000)

Italy 15,500 17,026Rest of Europe 9,240 7,889North America 4,434 96Rest of World 9,297 6,879Total 38,471 31,890

Again in compliance with IFRS 7, the following table presents an aging analysis of the trade receivables that are not in protest.

Aging analysis of trade receivables not in protest(euro/000)


Dec. 31, 2010Not past due 31,892 0 31,892Past due by less than 3 months 3,964 0 3,964Past due by 3 to 6 months 2,594 (478) 2,116Past due by more than 6 months 5,841 (3,950) 1,890Total 44,291 (4,428) 39,863

Dec. 31, 2011Not past due 38,471 0 38,471Past due by less than 3 months 3,549 0 3,549Past due by 3 to 6 months 2,833 (583) 2,251Past due by more than 6 months 6,096 (1,360) 4,736Total 50,949 (1,942) 49,006

In some markets in which Marcolin S.p.A. operates, receivables are regularly collected after the date stipulated by contract, without this necessarily indicating that the customers have financial or liquidity difficulties. Consequently, there are trade receivable balances that were not considered impaired even though they were past due. The balance of these trade receivables are set forth in the table below by past due bracket.

Trade receivables past due but not impaired Dec. 31, 2011 Dec. 31, 2010(euro/000)

Past due by less than 3 months 3,549 3,964Past due by more than 3 months 6,987 4,007Total 10,535 7,971


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For the sake of exhaustive disclosure, an aging analysis of receivables in protest that have been written down nearly entirely is presented below.

Aging analysis of receivables in protest (euro/000)


Dec. 31, 2010Past due by less than 12 months 181 (172) 9Past due by more than 12 months 638 (606) 32Total 819 (778) 41

Dec. 31, 2011Past due by less than 12 months 46 (46) 1Past due by more than 12 months 763 (739) 24Total 809 (785) 24

The trade receivables are not generally covered by guarantees, except for letters of credit used particularly for customers residing in some foreign countries.

The changes in the provision for doubtful debts are set forth below.

Provision for doubtful debts 2011 2010(euro/000)

Opening amount 5,206 5,230 Allocations 100 400 Reversals (2,817) 0 Uses (91) (424)Reclassifications and other changes 0 0 Total 2,398 5,206

In the reporting period, financial receivable writedowns of € 5,157 thousand were reversed as described in Note 8, and trade receivable writedowns of € 2,816 thousand were reversed, all of which had been due from Marcolin France S.a.s. (formerly Cébé), by means of reducing the related provision by the same amount. The reversals were possible due to the subsidiary’s good recent performance and on the basis of the management’s forecasts for the next two years, according to which the full recovery of the receivable in the medium term is highly probable. A residual provision of € 501 thousand is maintained to account for the discounting effect. The annual allowance, excluding these reversals, is € 100 thousand.

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135

The trade receivables due from subsidiaries are set forth below.

Receivables due from subsidiaries(euro/000)

Dec. 31, 2011 Dec. 31, 2010

Marcolin (Germany) GmbH 898 1,384Marcolin (UK) Ltd 676 363Marcolin Iberica SA 689 834Marcolin GmbH (Switzerland) 476 616Marcolin Portugal Lda 1,888 2,712Marcolin benelux Sprl 545 1,017Marcolin Usa Inc 4,440 1,377Marcolin Internantional bV 1,393 1,278Marcolin Asia Ltd 390 30Marcolin do brasil Ltda 393 832Marcolin France Sas 4,623 3,277Total 16,412 13,720

11. OTHER CURRENT ASSETSThis item comprises mainly prepaid expenses relating to insurance premiums and advance rent payments.

12. CASH AND BANK BALANCESThe item represents the value of cash balances and highly liquid financial instruments, i.e. with an original maturity of less than three months. The cash and bank balances fell by € 6,796 thousand from December 31, 2010.

13. EQUITY Marcolin S.p.A.’s share capital amounts to € 32,312,475.00 and is composed of 62,139,375 ordinary shares with a par value of € 0.52 per share.Marcolin S.p.A. owns 681,000 treasury shares for a total value of € 947 thousand. The nominal value of € 354 thousand was deducted from share capital and the remaining € 593 thousand was deducted from the treasury share reserve included with the retained earnings/ (losses).The statement of changes in equity provides more detailed information.


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Item Amount Possible use

Available portion Uses in previous three years

(euro/000) - loss coverage - other

Share capital 31,958 Share premium reserve 24,517 A-b-C* 24,517 Legal reserve 2,403 b

Fair value reserve (First-time adoption or “FTA”) for land and buildings

2,931

FTA reserve 5,445 Cash flow hedging reserve (23)Retained earnings 1,888 Total 69,120 24,517 0 0

Non-distributable portion under Civil Code Art. 2426, §1, n. 5 0 Non-distributable portion under Civil Code Art. 2431 3,988 Distributable portion 20,529 Restricted portion under TUIR Art.109, §4 b 0

Key:

A – to increase share capital b – to cover losses C – to distribute to shareholders D – other

* Portion available for distribution to shareholders 20.529

In addition to the net profit for the year, the changes include a € 128 thousand increase in the cash flow hedging reserve regarding the interest rate derivative stipulated with Efibanca.

Stock option reserveIn accordance with IFRS 2, at the end of the previous reporting period the stock option reserve included in the “other reserves” had been stated at the imputed cost, equivalent to the fair value of the options on the grant date, and recognized in the income statement over the vesting period. This reserve was used entirely for payouts under the stock option plan, which expired at the end of April 2011.

14. MEDIUM/LONG-TERM BORROWINGSThe December 31, 2011 balance of long-term borrowings consists almost entirely of loans granted by Cassa di Risparmio del Veneto S.p.A., Mediocredito Italiano (both of the Intesa San Paolo Group) and Banca Nazionale del Lavoro (BNP Paribas Group). In July and December 2011, Marcolin S.p.A. received the remaining € 6 million portion of the credit line granted by Banca Nazionale del Lavoro (BNP Paribas Group), for a total € 10 million, for the purpose of investing in the Group’s growth.

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Details of the significant outstanding loans are set forth below:

Bank Currency Original amount

Residual amount

Maturity date

Interest rate

Notes

(euro) (euro)

EFIbANCA * EUR(credit line)

30,000,0004,392,857

June 27, 2012

6-month Euribor + 0.8%

A term loan facility of € 15,000,000, granted on June 27, 2007, repayable in 10 semiannual installments from Dec. 27, 2007 and a standby loan facility of € 15,000,000, repayable in 7 semian-nual installments

Ministry of Productive Activities (Technological Innovation)

EUR 793,171 406,567June 26,

20161,012%

Subsidized loan obtained under Law 46/82, repayable in 10 annual instal-lments from June 26, 2007.

Cassa di Risparmio del Veneto *(formerly banca Intesa)

EUR(credit line)

15,000,00010,500,000

March 31, 2015

6-month Euribor

+ 0.95%

Loan granted on Oct. 26, 2010, repaya-ble in 10 semiannual installments from Sept. 30, 2010.

Mediocredito Italiano EUR 10,000,000 9,117,647Sept. 30,

2019

3-month Euribor

+ 1.70%

Mortgage loan granted on Dec. 22, 2009, repayable in 34 quarterly instal-lments from June 30, 2011.

banca Nazionale del Lavoro *

EUR 10,000,000 10,000,000Dec. 31,

2014

6-month Euribor

+ 1.70%

Loan of € 10,000,000 granted on Jan. 21, 2010, repayable in 6 semiannual installments from June 30, 2012.

* These loans include covenants regarding key performance and financial indicators of the consolidated financial statements.

All the outstanding loans were granted on an arm’s length basis without collateral.

The loan agreements between Marcolin S.p.A. and Cassa di Risparmio del Veneto (Intesa San Paolo Group), Efibanca S.p.A. and Banca Nazionale del Lavoro (BNP Paribas Group) include obligations regarding operating and financial performance. These are covenants requiring that certain financial ratios calculated from the consolidated accounts of each annual reporting date be met.If the loan covenants are not complied with, the conditions for continuing with the loan must be renegotiated with the banks or the loan covenants must be amended. Otherwise, the loan may have to be repaid early.The loan covenants are based on main performance and financial indicators (Ebitda, net financial position and equity). On December 31, 2011 and during the year, the covenants were consistently complied with.

The following table presents the maturities of the financial payables, the amounts of which are classified in either the current liabilities or the non-current liabilities.


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Borrowings - Maturity(euro/000)

Loans Other financiers TOTAL



The net financial position is set forth below. More information is provided in the Report on Operations.

Net financial position/(indebtedness) Dec. 31, 2011 Dec. 31, 2010(euro/000)

Cash 30 24 Cash equivalents 11,314 18,117 Current financial receivables due from subsidiaries 9,491 8,687 Short-term borrowings (4,411) (2,894)Current portion of long-term borrowings (7,589) (13,756)Long-term borrowings (22,452) (27,450)

Total Net Financial Position (13,616) (17,272)


A Cash 30 24b Cash equivalents (details) 11,314 18,117C Securities held for trading 0 0D Cash and cash equivalents (A+B+C) 11,345 18,140E Short-term financial receivables 9,491 8,687F Short-term bank borrowings 4,411 2,894G Current portion of long-term borrowings 7,589 13,756I Short-term financial indebtendess (F+G) 12,000 16,650J Net short-term financial indebtendess (I-E-D) 8,836 10,177K Long-term bank borrowings 22,452 27,450L bonds issued 0 0M Other long-term payables 0 0N Long-term financial indebtedness (K+L+M) 22,452 27,450O Net financial indebtedness (J+N) (13,616) (17,272)

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15. LONG-TERM PROVISIONSThis item represents the employee severance indemnity provision (TFR). It consists of the benefits that accrued to employees until December 31, 2006 under the defined benefit plan, to be paid upon or subsequent to termination of employment. The TFR accruing from January 1, 2007 is treated as a defined contribution plan. By paying the contributions into social security funds (public and/or private), the Company complies with all relevant obligations.

The changes in the long-term provisions are shown below:

Long term provisions - severance indemnity provision (euro/000)

Opening amount 3,240 Use (293)Interest 147 Actuarial loss/(gain) 106 Total on Dec. 31, 2011 3,200

The following table shows the various rates and the other actuarial assumptions used for the relevant calculation:

Actuarial assumptions 2011

mortality rate: RG 48 Table of Public Accounting Officedisability rate: INPS Table by age and gender personnel turnover rate: 5.00%frequency of severance payment advances: 2.00%discount/interest rate: 4.25%TFR increase rate: 3.00%inflation rate: 2.00%

16. OTHER NON-CURRENT LIABILITIES There are no amounts of “other non-current liabilities.”

17. TRADE PAYABLESThe following table sets forth the trade payables by geographical area:

Trade payables by geographical area Dec. 31, 2011 Dec. 31, 2010(euro/000)

Italy 17,632 20,553Rest of Europe 5,626 3,651North America 4,986 995Rest of World 12,795 10,797Total 41,039 35,996


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Trade payables rose by € 5.043 million, mainly due to the residual investments made in license renewals; the remainder of the increase is due to greater purchases of production materials in the period.

The trade payables disclosed in the Statement of Financial Position were not subject to discounting, as the amount is a reasonable representation of their fair value in consideration of the fact that there are no payables due beyond the short term.

In compliance with the disclosure requirements of IFRS 7, it is reported that on December 31, 2011 there were no past-due trade payables, with the exception of the accounts being protested by the Company with the suppliers.

18. SHORT-TERM BORROWINGSThe amount represents the short-term borrowings of € 12,002 thousand, including the € 7,589 thousand short-term portion of medium/long-term loans, and other financial payables of € 4,412 thousand due within 12 months from the reporting date.

A description follows of the derivative financial instruments in place on December 31, 2011, their characteristics and a comparison to the previous reporting period.

Financial liabilities at fair value through profit and lossDuring the year, the Marcolin S.p.A. stipulated three derivative contracts on the U.S. dollar exchange rate with Veneto Banca Holding to mitigate the risk of exchange rate variability, two contracts of which were still partially in effect on the reporting date. The fair value of such derivative instruments on December 31, 2011 was a positive € 414 thousand. Although the derivatives were designated to hedge the risk of exchange rate variability on purchases from suppliers in U.S. dollars, they do not qualify for hedge accounting because they do not meet all the conditions required by the applicable accounting standard.

Financial liabilities at fair value through equityOn July 30, 2007, a derivative contract on interest rates (IRS) was stipulated with Efibanca to hedge the risk of interest rate variability on a loan granted by Efibanca. This instrument was classified and accounted for by the Company as a hedging instrument since it meets the conditions laid down in IAS 39. In fact:- it was contractually designated, at the time the loan was granted, to hedge the interest rate risk of at least 50% of the

notional value of the loan;- the maturity of the derivative contract coincides with that of the hedged loan;- the derivative instrument and the underlying loan have the same dates fixed for Euribor calculation.

The fair value of the hedging instrument as at December 31, 2011 is a negative € 23 thousand, completely short-term. The fair value as at December 31, 2010 was a negative € 151 thousand. The fair value change was recognized in equity in the “other reserves” (presented in the statement of changes in equity).

The total financial costs deriving from the periodic liquidation of the reciprocal positions on the two interest rate derivatives amounted to € 122 thousand for the year.

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19. CURRENT PROVISIONSThe table below presents the most significant changes of the year:

Short-term provisions (euro/000)

Provision for agency termination and similar obligations

Other provisions Total

Jan. 1, 2011 656 3,137 3,793Allowances 125 2,886 3,012Use (168) (843) (1,010)Other changes 55 (330) (275)Dec. 31, 2011 669 4,851 5,520

The provisions for agency termination and similar obligations consist of the estimated indemnities payable to agencies upon termination, the amount of which was discounted to present value on the basis of long-term use.

The other provisions consist of allowances for risks regarding:- contingent liabilities arising from legal and contractual obligations (€ 3,021 thousand);- customer returns and product warranties (€ 887 thousand);- losses of the investee Marcolin International BV (€ 942 thousand), estimated on the basis of impairment tests performed

by taking into account the amounts attributable to the investments in associates of the Dutch company (see note on investments in associates).

20. OTHER CURRENT LIABILITIESBelow are the details of the other liabilities:

Other current liabilities Dec. 31, 2011 Dec. 31, 2010

(euro/000)

Due to personnel 3,401 3,539 Social security 1,501 1,434 Other accrued expenses and deferred income 249 153 Total 5,151 5,125

The other current liabilities consist primarily of amounts due to personnel, which fell by € 138 thousand, and social security payables, which rose by € 68 thousand.

21. COMMITMENTS AND GUARANTEESBelow are details of the Company’s main commitments and guarantees:

Guarantees issued (euro/000)

Dec. 31, 2011 Dec. 31, 2010

Sureties to third parties 46 1,048


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As is known, the Company has contracts in effect to use trademarks owned by third parties, for the production and distribution of eyeglass frames and sunglasses.These contracts require payment of guaranteed minimum royalties over the duration of the contracts; on December 31, 2011 these future commitments amounted to € 249 million (€ 189 million in 2010), including € 56 million falling due within the next year.

INCOME STATEMENT

(euro/000) 2011 % 2010 %

REVENUE 142,619 100.0% 126,547 100.0%

COST OF SALES (72,500) (50.8)% (68,578) (54.2)%

GROSS PROFIT 70,118 49.2% 57,969 45.8%

Distribution and marketing expenses (50,121) (35.1)% (43,221) (34.2)%General and administration expenses (4,148) (2.9)% (8,831) (7.0)%Other operating income and expenses:

- other operating income 10,523 7.4% 12,722 10.1%- reversals of impairment losses on equity investments 5,486 3.8% 0 0%- other operating expenses (106) (0.1)% (390) (0.3)%Total 15,903 11.2% 12,332 9.7%

EBITDA 27,411 19.2% 20,078 15.9%OPERATING PROFIT - EBIT 31,753 22.3% 18,249 14.4%FINANCIAL INCOME AND COSTSFinancial income 2,423 1.7% 2,364 1.9%Finance costs (3,408) (2.4)% (3,624) (2.9)%Total (985) (0.7)% (1,260) (1.0)%


INCOME TAX EXPENSE (6,646) (4.7)% (5,584) (4.4)%


The 2010 data presented in the tables of the Income Statement section differs from the data published in last year’s financial statements due to a different classification of some items in 2011. The comparative data has been reclassified for the purpose of consistency.In 2011 sales to suppliers of semi-finished products that were subsequently repurchased as finished products upon completion of the outsourced processing were reclassified as a component of the cost of sales. In 2010 these sales, totaling € 2,028 thousand, had been included with the sales revenues.The EBITDA reclassification regarded the allocation of certain costs, which previously had been excluded from EBITDA. These were the allowances for returns, legal risks and additional client expenses, which in 2010 had totaled € 758 thousand.

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22. REVENUEThe following table sets forth the net revenues of 2011 by geographical area:


- Europe 85,813 60.2% 82,560 65.2% 3,254 3.9%- U.S.A. 14,565 10.2% 11,064 8.7% 3,500 31.6%- Asia 21,709 15.2% 14,808 11.7% 6,901 46.6%- Rest of World 20,532 14.4% 18,115 14.3% 2,417 13.3%Total 142,619 100.0% 126,547 100.0% 16,072 12.7%

The report on operations describes the performance of net sales in 2011.

23. COST OF SALESThe following table shows the detailed breakdown of the cost of sales:

Cost of sales (euro/000)


%

Purchases of materials and finished products 44.494 43.200 1.294 3,0%Changes in inventories (3.270) (3.893) 623 (16,0)%Cost of personnel 15.957 15.559 398 2,6%Outsourced processing 8.602 6.878 1.724 25,1%Amortization, depreciation and writedowns 2.154 2.123 31 1,5%Other costs 4.564 4.712 (148) (3,1)%Total 72.500 68.578 3.923 5,7%

The cost of sales rose by € 3,923 thousand. The cost of sales as a percentage of sales fell by 3% thanks to improved efficiency in the planning and manufacturing processes.


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24. DISTRIBUTION AND MARKETING EXPENSESBelow is the detailed breakdown of the distribution and marketing expenses:

Distribution and marketing expenses(euro/000)


%

Cost of personnel 6,548 5,789 759 13.1%Commissions 4,394 4,757 (362) (7.6)%Amortization, depreciation and writedowns 590 467 123 26.4%Royalties 18,467 13,987 4,480 32.0%Advertising and PR 13,086 12,126 960 7.9%Other costs 7,035 6,095 939 15.4%Total 50,121 43,221 6,900 16.0%

Distribution and marketing expenses rose by € 6,900 thousand or 16% from the previous year.The largest difference is for royalties due mainly to higher sales and non-absorption of the guaranteed minimum royalties referring to some licensing agreements.The other expenses consist mainly of sales expenses, including transport, rentals and entertainment expenses.

25. GENERAL AND ADMINISTRATION EXPENSESThe general and administration expenses are set forth below:

General and administration expenses (euro/000)


%

Cost of personnel 3,478 3,234 244 7.6%Writedowns of receivables 113 400 (287) (71.8)%Reversals of impairment losses on receivables (7,973) (1,579) (6,395) 405.1%Amortization, depreciation and writedowns 774 417 358 85.8%Other expenses 7,756 6,359 1,398 22.0%Total 4,148 8,831 (4,683) (53.0)%

General and administration expenses rose by € 4,683 thousand compared to the previous year.The comments on the provision for doubtful debts provide information on the allocations to and uses of such provision in the reporting period.

Pursuant to Article 149-duodecies of the CONSOB Issuer Regulations, the 2011 fees due to the independent auditors for audit services are disclosed as € 153 thousand, including expenses.

Pursuant to Civil Code Article 2427, paragraph 1, point 16-bis, there were no fees for any other types of reviews and/or services, in addition to those for the audit services provided by the independent auditors.

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26. MARCOLIN S.p.A. NUMBER OF EMPLOYEESDetails of the total number of employees are shown below:

Employees - Average number Category 2011 2010

Senior managers 12 12Middle managers 18 18White-collar employees 164 161blue-collar employees 395 401Total 589 592

Year-end numberCategory Dec. 31, 2011 Dec. 31, 2010

Senior managers 11 12Middle managers 17 18White-collar employees 165 159blue-collar employees 398 381Total 591 570

27. OTHER OPERATING INCOME AND EXPENSESThe other operating income and expenses are set forth below:

Other operating income and expenses 2011 2010(euro/000)

Refunded transport costs 2,002 1,869Other income 8,522 10,853Total other income 10,523 12,722

Reversals of impairment losses on equity investments 5,486 0Total reversals of impairment losses on equity investments 5,486 0

Writedowns of receivables (2) 0Other expenses (104) (390)Total other expenses (106) (390)

Total 15,903 12,332

The balance of this item is a positive € 15,903 thousand, a € 3,572 thousand increase from the previous reporting period. Note 7 describes the reversals of previous writedowns of investments in associates, amounting to € 5,486 thousand.“Other income” includes advertising royalties of € 6,682 thousand charged to subsidiaries.


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28. FINANCIAL INCOME AND COSTSThe financial income and costs are set forth below:

Financial income and costs 2011 2010(euro/000)

Financial income 2,423 2,364Finance costs (3,408) (3,624)Total financial income and costs (985) (1,260)

The composition of finance income is shown below:

Financial income 2011 2010(euro/000)

Interest income 254 205 Other income 53 97 Gains on currency exchange 2,116 2,062 Total financial income 2,423 2,364

The composition of finance costs is shown below:

Finance costs 2011 2010(euro/000)

Interest expense (1,491) (1,773)Financial discounts (99) (55)Losses on currency exchange (1,818) (1,795)Total finance costs (3,408) (3,624)

The item “financial income and costs” has a negative balance of € 985 thousand, compared to the negative balance of € 1,260 thousand for 2010. Currency exchanges resulted in a net profit of € 298 thousand, showing slight improvement from the prior year.

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29. INCOME TAX EXPENSECurrent tax was determined by applying the tax rates in force to taxable income (profit for the year determined in accordance with the rules established by the tax authorities), taking into account any accumulated tax losses.

The reconciliation of tax expense is shown below:

IRES(euro)

Profit for the year before taxes 30,767,519 Theoretical tax expense 27.50% 8,461,068Temporary differences taxable in future years 0 Temporary differences deductible in future years 5,860,126 Offsetting of temporary differences recognized in previous years (11,964,720)Permanent differences that will not be offset in future years (1,702,553)Accumulated tax lossesTotal differences (7,807,147)Tax profit/(loss) 22,960,372 Current income expense 27% 6,314,102Effective tax rate 21%

IRAP(euro)

Difference betrween sales and cost of sales 47,494,708 [excluding items b9 and b10 c), d)]Reclassifications 0

Costs of apprentices, the disabled, work-training agreements and compulsory insurance

(8,794,964)

Theoretical taxable income 38,699,745 Theoretical tax rate 3.90% 1,509,290Temporary differences taxable in future years 0 Temporary differences deductible in future years 2,693,059 Temporary differences recognized in previous years (2,479,953)Permanent differences that will not be offset in future years (7,934,697)Total differences (7,721,591)Taxable income 39,773,117 Current tax expense 3.90% 1,551,152Effective tax rate 4.01%


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The deferred taxes and changes for the year are set forth below:

Deferred tax assets / (liabilities) (euro/000)

2010 2011

Deferred tax liabilitiesUnrealized currency exchange profits Current assets 147 119 Fair value of land and buildings and provisions Non-current assets 323 135 buildings Current liabilities 1,084 962Land Non-current assets 0 181 Revaluation of treasury shares Non-current assets 47 47 Total deferred tax liabilities 1,601 1,444

Deferred tax assetsCash grants and compensation Current assets 142 45 Entertainment expenses Current assets 5 0 Doubtful debts Current assets 458 458 Unrealized currency exchange losses Current liabilities 154 168 Provision for Additional Client Expenses Current liabilities 206 210Provision for Return Risks Current liabilities 382 279Provision for contingent liabilities Current liabilities 9 792Accumulated depreciation/amortization Non-current assets 61 85Provision for legal risks Current liabilities 61 58Inventory (Irap) Current assets 79 2Other writedowns and allowances Current liabilities 72 98 Director compensation (Stock Options) Current assets 63 0 Inventory (Ires) Current assets 3,057 3,630 CFC income Current assets 151 151 Total deferred tax assets 4,901 5,977

Net deferred tax liabilities /(assets) 3,300 4,533

30. FINANCIAL INSTRUMENTS BY TYPEThe financial instruments are set forth by uniform category in the table below, which presents their fair value in accordance with IFRS 7.For the fair value measurement of loans, future cash flows were estimated using implicit forward interest rates from the yield curve of the reporting date, and the latest Euribor fixing was used to calculate the current coupon.The values calculated in this manner were discounted based on discount factors related to the different maturities of such cash flows. The derivatives used are classified as OTC (over-the-counter) instruments, so they have no public price available on official exchange markets. Discounted cash flow models were used to measure the interest rate swaps.

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Categories of financial assets Trade receivables(euro/000)

2010Loans and receivables 45,526Financial assets at fair value through profit or loss 0Held-to-maturity investments 0Available-for-sale financial assets 0Total carrying value on Dec. 31, 2010 45,526Fair value na

2011Loans and receivables 49,031Financial assets at fair value through profit or loss 0Held-to-maturity investments 0Available-for-sale financial assets 0Total carrying value on Dec. 31, 2011 49,031Fair value na

Categories of financial liabilities Trade payables Derivatives Loans(euro/000)

2010Financial liabilities at fair value through profit or loss 0 291 0Derivatives used for hedging 0 151 0Other financial liabilities 35,996 0 46,222 Available-for-sale financial liabilities 0 0 0Total carrying value on Dec. 31, 2011 35,996 442 46,222 Fair value na 442 46,222

2011Financial liabilities at fair value through profit or loss 0 (414) 0Derivatives used for hedging 0 23 0Other financial liabilities 41,039 0 35,627 Available-for-sale financial liabilities 0 0 0Total carrying value on Dec. 31, 2011 41,039 (391) 35,627 Fair value na (391) 35,627


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COSTS AND REVENUES WITH ASSOCIATESThe costs and revenues with subsidiaries are shown below:

Company(euro/000)

Revenues from sales and

services

Other income

Financial income from non-current

receivables

Cost of raw, ancillary and consumable

materials and products

Cost of services

Dec. 31, 2011

Marcolin Asia Ltd. 102 2 0 38 1,449 (1,384)Marcolin (Germany) GmbH 3,627 162 0 10 189 3,590Marcolin GmbH 1,162 86 14 0 0 1,261Marcolin Iberica SA 5,197 98 0 0 0 5,295Marcolin benelux Sprl 2,851 157 0 0 78 2,931Marcolin Portugal Lda 1,183 85 0 0 30 1,238Marcolin (UK) Ltd 3,093 146 0 0 0 3,239Marcolin Usa Inc 14,454 300 125 117 612 14,150Marcolin International bV 0 0 115 0 0 115Marcolin France SAS 10,569 530 0 26 421 10,652Marcolin do brasil Ltda 1,307 110 0 0 0 1,417Total 43,544 1,676 254 190 2,779 42,505

RELATED PARTY TRANSACTIONS

Company Payables Receivables Expenses Revenues Type(euro/000) Dec. 31, 2011 2011

Tod's S.p.A. 39 972 5,108 1,512 Related partyFinitec S.r.l in liquidation 0 66 161 2 AssociateMarcolin Japan Co. Ltd. in liquidation 93 937 1 518 Associate

DISCLOSURE OF ATYPICAL AND UNUSUAL TRANSACTIONS AND TRANSACTIONS WITH RELATED PARTIESIn compliance with CONSOB Communication nos. DAC/98015375 of February 27, 1998 and DEM/6064293 of July 28, 2006, the information with respect to atypical and unusual transactions and transactions with related parties is provided below.

Atypical and unusual transactionsIn 2011 there were no abnormal and/or unusual transactions, including with other Group companies, nor were there any transactions outside the scope of the ordinary business activity that could significantly impact the financial position, financial performance or cash flows of Marcolin S.p.A.

Transactions with related partiesIntercompany and related-party transactions are mainly of a trade nature and are conducted on an arm’s length basis. In 2011 Tod’s S.p.A., owned by Diego Della Valle and Andrea Della Valle (Directors of Marcolin S.p.A.), was a supplier for Marcolin S.p.A. Trade transactions totaled € 1,246 thousand (€ 616 thousand in 2009). Marcolin S.p.A. also accounted for royalties of € 3,575 thousand paid under licensing agreements for the Tod’s and Hogan brands.

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151

On the basis of the foregoing, the resulting balances are not considered to have a significant impact on the Company’s financial position, financial performance or cash flows.

Significant non-recurring events and transactions

There were no significant non-recurring events or transactions that impacted the Company’s financial position, financial performance or cash flows in 2011.

Marcolin S.p.A. has a specific policy in effect to regulate related party transactions, available for consultation on the Company’s website www.marcolin.com.

OTHER INFORMATIONThe Remuneration Report prepared under Consolidated Finance Act Article 123-ter, in accordance with Issuers’ Regulation Article 84-quater and Article 6 of the Code of Conduct of Borsa Italiana S.p.A., discloses the remuneration of the Directors, General Manager and Managers with strategic responsibilities.The text of the Remuneration Report, which was published within the legal time limit, is available for consultation on the Company’s website: www.marcolin.com.

INFORMATION REGARDING DIRECT AND INDIRECT INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES

Company Location Currency Share capital Equity Profit/(loss)

for the yearConsolidation

method% ownership

Direct Indirect

Marcolin Asia Ltd. Hong Kong HKD 1,539,785 13,812,889 9,310,400 Line-by-line - 100.00%

Marcolin benelux Sprl Faimes EUR 280,000 440,517 361,222 Line-by-line 99.98% -

Marcolin do brasil Ltda Jundiai bRL 9,575,240 12,141,100 38,359 Line-by-line 99.90% 0.10%

Marcolin (Germany) GmbH Ludwigsburg EUR 300,000 1,166,238 818,942 Line-by-line 100.00% -

Marcolin GmbH Fullinsdorf (CH) CHF 200,000 102,315 25,250 Line-by-line 100.00% -

Marcolin Iberica SA barcellona EUR 487,481 4,595,831 444,884 Line-by-line 100.00% -

Marcolin International bV Amsterdam EUR 18,151 (1,219,031) (135,956) Line-by-line 100.00% -

Marcolin Portugal Lda S. Joao do Estoril EUR 420,000 18,268 (852,360) Line-by-line 99.82% -

Marcolin (UK) Ltd Newbury GbP 850,000 2,862,767 602,422 Line-by-line 99.88% -

Marcolin Usa Inc New York USD 536,500 45,223,976 7,607,960 Line-by-line 85.40% 14.60%

Marcolin France Sas Paris EUR 1,054,452 2,951,197 1,200,000 Line-by-line 76.89% 23.11%

Marcolin Japan Co Ltd in liquidation Tokyo JPY 99,000,000 (70,388,049) (97,765,031) Equity 40.00% -

Finitec Srl in liquidation Longarone EUR 54,080 945,258 (341,179) Equity 40.00% -

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ANNEX 3C-terStatement on separate and consolidated financial statements pursuant to Consob Regulation 11971,

Article 81-ter of May 14, 1999 and subsequent amendments and integrations.

Pursuant to Legislative Decree 58, Article 154-bis, paragraphs 3 and 4 of February 24, 1998, the undersigned C.E.O. Giovanni Zoppas and Financial Reporting Manager Sandro Bartoletti, who is responsible for preparing the accounting and corporate documentation of Marcolin S.p.A., hereby attest to:

• the adequacy with respect to the company’s characteristics, and • the adoption

of the administrative and accounting policies to prepare the separate and consolidated financial statements during the period from January 1 to December 31, 2011.

Moreover the undersigned attest that the separate and consolidated financial statements:

a) correspond to the results of the accounting ledgers and accounting records;

b) were prepared in accordance with the International Financial Reporting Standards adopted by the European Community, and with all regulations issued in enactment of Legislative Decree 38/2005, Article 9, and to the best of their knowledge, provide a true and fair view of the financial position, results of operations and cash flows of the issuer and of the companies included in its scope of consolidation.

Milan; March 14, 2012

Giovanni Zoppas Sandro bartolettiC.E.O. Financial Reporting Manager

REPORTS OF THE INDEPENDENT AUDITORS

2011 ANNUAL REPORT

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